| Dear Members,
The Board of Directors have great pleasure in presenting the 26,h
Annual Report of the Company together with the Audited Balance Sheet of
the Company as at 31st March, 2015, the Statement of Profit and Loss
for the year ended on that date and the Auditors' Report thereon.
FINANCIAL 5UMMARY/ HIGHLIGHTS:
Rs. Lakhs
2014-15 2013-14
Net Sales - -
Other income - 15.19
Profit/Loss Before Depreciation and Tax -74.87 -11.59
Depreciation - 1.51
Profit/Loss before Tax -74.87 -10.08
Less : Provision for Tax - -
Profit/Loss after Tax -74.87 -10.08
Add : Profit brought forward 64.95 75.03
Adjustments related to fixed assets -9.35 -
Profit/Loss Carried to Balance Sheet -19.27 64.95
There were no activities in the company during the year under review.
The company has invested its surplus funds in a power generating
company.
OUTLOOK:
There were no significant activities in the company for the past few
years and in order to generate revenues, the company has planned to
undertake and execute EPC Contracts and Operations & Maintenance - O &
M Contracts for M/s Cauvery Power Generation Chennai Private Ltd
-"CPGCPL", Chennai and 0 & M Contracts for M/s Cauvery Solar Power
Private Ltd -"CPGCPL", Chennai (both are Group Companies) for which
necessary resolutions have been proposed for getting the approval of
shareholders in the ensuing Annual General Meeting.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the company between 31st March 2015 and the date of Board's
Report.
No changes in-the nature of business to be reported in the Board's
Report.
DIVIDEND:
Considering financial performance, Your Directors have decided not to
declare any Dividend for this year.
BOARD MEETINGS:
During the Financial Year eight meetings of the Board of Directors were
held on 16-05-2014,14-07-2014, 25-08-2014, 22-09-2014,
24-10-2014,10-12-2014,30-01-2015 and 09-03-2015.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year under report, Dr. M. Ramasamy (DIN-06920191) was
appointed as an Independent Director on 14-07-2014 for a period of five
consecutive years.
Due to pre-occupations, Mr. R.Ramesh (DIN 02874213) resigned from the
Directorship of the company with effect from 12-05-2014.
Dr. V.R Subramanian (DIN-02874175) and Mr. V. Narayanan (DIN-02890381)
were appointed as Independent Directors of the company by passing
special resolution under Section 149 of the Companies Act 2013.
During the year under report, Ms. Preethi Natarajan (DIN-07117043) was
appointed as an Independent Woman Director on 09-03-2015 for a period
of five consecutive years.
Due the year under report, Mr. R.Ramesh was appointed as Chief
Financial Officer of the company at the Board meeting held on
09-03-2015.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence laid down in Section 149(6) of the Companies Act
2013.
SECRETARIAL AUDIT:
Secretarial Audit Report as provided by M/s S. Dhanapal Associates,
Practicing Company Secretaries, is annexed to this Report as annexure
COMPOSITION OF AUDIT COMMITTEE:
The composition of Audit Committee is given in the section "Report on
Corporate Governance" of this Report.
REASONS FOR NOT ACCEPTING THE RECOMMENDATIONS OF THE AUDIT COMMITTEE:
There are no recommendations of the Audit Committee not accepted by the
Board.
THE COMMITTEE FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR:
a)Constitution of Nomination and Remuneration Committee:
The Board of Directors at their meeting held or 16-05-2014 constituted
a committee of the Board of Directors was constituted to be called as
"Nomination and Remuneration Committee" and framed the "Nomination and
Remuneration Policy" in accordance with the provisions of Section 178
of the Companies Act, 2013 with the following members:
1. Mr.S.A.Premkumar
2. Mr.V.Narayananan
3. Dr.M.Ramasamy
Nomination and Remuneration Policy
The Company has Audit cum Remuneration Committee in accordance with the
provisions of Listing Agreement with Stock Exchange. The Board of
Directors of the Company has constituted "Nomination and Remuneration
Committee" on 16"' May, 2014 in compliance with the provisions of
Section 178 of the Companies Act, 2013 and Listing Agreement.
Objectives:
The Key Objectives of the Committee and the Policy:
a) to guide the Board in relation to appointment and removal of
Directors, Key Managerial Personnel and Senior Management.
b) to recommend to the Board on remuneration payable to the Directors,
Key Managerial Personnel and Senior Management.
Role of Committee:
The role of the Committee inter alia will be the following:
a) to formulate a criteria for determining qualifications, positive
attributes and independence of a. Director.
b) to recommend to the Board the appointment and removal of Senior
Management.
c) to carry out evaluation of Director's performance and recommend to
the Board appointment / removal based on his / her performance.
d) to recommend to the Board on (i) policy relating to remuneration for
Directors, Key Managerial Personnel and Senior Management remuneration
and incentive.
e) to make recommendations to the Board concerning any matters relating
to the continuation in office of any Director at any time including the
suspension or termination of service of an Executive Director as an
employee of the Company subject to the provision of the iaw and their
service contract;
f) to ensure that level and composition of remuneration is reasonable
and sufficient, relationship of remuneration to performance is clear
and meets appropriate performance benchmarks.
Remuneration Policy:
Managing Director (s) and Independent Directors
Nomination and Remuneration Committee shall recommend the remuneration,
including the commission based on the net profits of the Company for
the Executive and Non - Executive Directors. This will be then
approved by the Board and shareholders. Prior approval of shareholders
will be obtained wherever applicable.
The Company does not pay remuneration by way of salary, perquisites and
allowances (fixed component) to Managing Director(s), Independent
Non-Executive Directors are appointed for their professional expertise
in their individual capacity
CS and Senior management personnel
The remuneration of CS and senior management largely consists of basic
salary, perquisites, allowances and performance incentives. Perquisites
and retirement benefits are paid according to the Company policy
subject to prescribed statutory ceiling. The components of the total
remuneration vary for different grades and are governed by the industry
pattern, qualification & experience/merits, performance of each
employee. The Company while deciding the remuneration package takes
into consideration current employment scenario and remuneration package
of the industry.
b) Constitution Of Stakeholders' Relationship Committee:
The Board of Directors at their meeting held on 16-05-2014 constituted
a committee of the Board of Directors to be called as Stakeholders'
Relationship Committee in accordance with the provisions of Section 178
of the Companies Act, 2013 with the following members:
1. Mr.S.A.Premkumar
2. Mr.V.Narayananan
3. Dr.M.Ramasamy
VIGIL MECHANISM:
The company has established a vigil mechanism (for directors and
employees to report genulus concerns) pursuant to the provisions of
section 177(9) &, (10) of the Companies Act, 2013 and as Clause 49 of
the Listing Agreement and there no significant events for reporting.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
a) That in preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures ;
b) That the Directors had selected such Accounting Policies and applied
them consistently and ma de judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended on 31st March 2015
c) That the Directors had taken proper and sufficient care for
maintenance of adequate account records for the year ended 31st March,
2015 in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for the prevention and
detection of Fraud and other irregularities.
d) That the Directors had prepared the Annual Accounts on an ongoing
basis.
e) That the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) That the directors had devised proper systems to ensure compliance
with the provisions of till applicable laws and that such systems were
adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES/ASSOCIATES:
The company has invested its surplus funds in Kaveri Gas Power Ltd and
its performance is satisfactory.)
AUDITORS:
M/s. V. SENTHILNATHAN & Co., Chartered Accountants, Chennai, the
Statutory Auditors of the Company,) retires at the conclusion of the
forthcoming Annual General Meeting and is eligible for re-appointmemt
QUALIFICATIONS IN AUDIT REPORTS:
With regard to the observation by the statutory auditor on Note No S to
the financial statements during the year under review, the Board of
Directors are initiating steps to revive the business activities.
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding
sexual harassment and all employees (permanent, contract, temporary,
trainees) are covered under this policy. During the year NO complaints
has been received by the ICC on sexual harassment.
DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The company has no activities at present and hence details are not
furnished.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by the regulators
or Courts or Tribunals impacting the going concern status and the
company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The internal control systems are adequate considering the present state
of business
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not taken any secured loans or unsecured loans under
the Companies Act 2013.
RISK MANAGEMENT POLICY:
As already stated since the company has no activities there are no
assets which are active. Hence the company has not framed any risk
management policy.
FORMAL ANNUAL EVALUATION:
The performance evaluation of independent directors shall be done by
the entire Board of Directors excluding the director being evaluated.
On the basis of the report of performance evaluation it shall be
determined whether to extend or continue the term of appointment of the
independent director.
RATIO OF REMUNERATION TO EACH DIRECTOR:
The company has paid Rs 30,000/- To Dr. M. Ramasamy, towards sittings
fees during the year.
LISTING WITH STOCK EXCHANGES:
The company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the company's shares are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report.
Certificate from the Statutory Auditors of the company confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
SECRETARIAL STANDARDS:
The company has adhered to the Secretarial Standard -10 and made
disclosures in relation to the Boards' Report for the year under
review.
EVENT BASED DISCLOSURES:
Since the company has not issued any Sweat Equity Shares, Equity Shares
with differential voting rights and issue of shares under employees
stock option scheme, the details are not given.
The company had not made any purchase of shares or given any loans for
purchase of shares.
The company had not made any buy- back of shares.
DIRECTORS SEEKING RE-APPOINTMENT:
i.) Mr.S.EIangovan aged about 57 years.
ii.) Mr.SAPremkumar, aged about 44 Tears having more than 11 years in
the Power Generation Industry,
iii)Mr. K. S.Shanmugam, aged about 91 years.
The brief resume of the directors proposed to be re-appointed and other
relevant information have been furnished in the Notice convening the
AGM. Appropriate resolutions for their appointment/re- appointment are
being placed for approval of the members at the AGM. The board
therefore recommends their appointment / re-appointment as directors of
the Company.
ACKNOWLEDGEMENT
Tour Directors would like to place on record their gratitude to the
Members for their continued support and confidence. Your Directors also
would like to thank the Staff Members at various levels for their
committed Services for the Company.
For and on behalf of the Board
Place: Chennai
Date: 28-05-201S
(S.EIangovan)
Chairperson & Managing Director
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