| Dear Members,
The directors have pleasure in presenting 5th Annual report of the
Company together with the financial statements for the year ended 31st
March, 2015.
Financial Summary:
The financial highlights for the year under review are as follows:
(Amount in Rupees)
Year Ended Year Ended
PartlGularS 31.03.2015 31.03.2014
Sales - Net 4,12,71,545 4,43,68,280
Profit /(Loss) after Interest
& Depreciation (2,16,15,891) (65,79,040)
Current Tax - 72,809
Deferred Tax (60,21,955) (23,06,774)
Prof it /(Loss) after Tax (1,55,93,936) (43,45,075)
Less: Taxation Adjustments of
Previous Years (10,954) -
Add: Balance of Profit brought
from previous year 2,93,22,023 72,77,098
Profit available for Appropriation (1,26,72,867) (2,93,22,023)
APPROPRIATIONS
Equity Dividend Proposed (Final) - -
Dividend Distribution Tax (Final) - -
Transfer to General Reserve - -
Balance Carried Forward (1,26,72,867) (2,93,22,023)
Company's performance:
Your Company is engaged in generation of power.
During the year, the turnover was Rs. 41,271,545 /- as against Rs.
44,368,280 /- for the previous year. The loss before tax was Rs.
21,615,891/- as against Rs. 6,579,040/- for the previous year. No
transfer of profit to the General reserves under review.
Dividend:
The Board of Directors has not recommended any dividend for the
financial year. (Previous year: NIL).
Management Discussion & Analysis:
A detailed analysis on the performance of the industry, the Company,
internal control systems, risk management policy are provided in the
Management Discussion and Analysis report and form enclosed as Annexure
I.
Directors' responsibility statement:
In accordance with Section 134(5) of the Companies Act, 2013, your
Board of Directors confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made 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 and of the loss of the
company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Meetings of the Board:
During the year, Seven Board meetings were held under review.
Directors:
Mr.Sunil Kumar Singh was appointed as an Additional Director of the
company with effect from February 26, 2015.
Ms.R.Saraswathi was appointed as a women Additional Director of the
company with effect from March 31,2015.
Mr.R.Natarajan was appointed as the Chairman and Managing Director of
the Company effective from March 31,2015.
The Board seeks members' confirmation for appointment of
Ms.R.Saraswathi and Mr.Sunil Kumar Singh as directors and Mr.Natarajan
as the Chairman and Managing Director of the company at the ensuing AGM
of the company.
Mr.Vishal Bakshi resigned from the directorship effective from February
26, 2015.
Mr.Ravi Kumar Gupta resigned as Chairman and Managing Director of the
company effective from March 31, 2015. The Board places its
appreciation and thanks to Mr.Vishal Bakshi and Mr.Ravi Kumar Gupta for
the services rendered during their tenure.
All the Independent Directors have given the declarations pursuant to
Section 149(7) of the Act affirming that they meet the criteria of
independence as provided in sub section (6).
Key Managerial Personnel (KMP):
Mr.V.Kumar was appointed as Chief Financial Officer (CFO) of the
company effective from March 31,2015.
Particulars of employees and related disclosures:
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Sub rules (1) to (3) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement is enclosed in Annexure II.
Corporate governance:
Your Company is compliant with the Corporate Governance guidelines as
prescribed in Clause 49 of the Listing Agreement. Detailed report on
the compliance and a certificate by the Statutory Auditors forms part
of this report as Annexure III.
Auditors and Auditors' report:
M/s. Chaturvedi & Company, Chartered Accountants, Chennai, retires at
the ensuing AGM of the Company and M/s. S.K.Gulecha & Associates,
Chartered Accountants, Chennai be appointed as the Auditors of the
company.
There are no qualifications, reservation or adverse remark or
disclaimer made by the auditors in their report and thus the
explanations or comments by the Board does not arise.
Particulars of loans, guarantees or investments by the company:
Details of loans, guarantees and investments covered under Section 186
of the Companies Act, 2013 are given in the Notes to the financial
statements.
Particulars of contracts or arrangements with related parties:
Particulars of Contracts or Arrangements with Related Parties referred
to in Section 188(1) of the Companies Act, 2013 is furnished in
accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC - 2 as Annexure - IV.
Material Changes and Commitments:
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (i.e.,March
31, 2015) and the date of the Report i.e., May 29, 2015).
Conservation of Energy, Technology absorption and Foreign Exchange
Earnings & Outgo:
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, as required under
section 134 (3) (m) of the companies Act,2013, read with the Companies
(Accounts) Rules,2014, is given in Annexure V and forms part of this
Report.
Annual return:
The details forming part of the extract of the Annual Return in form
MGT-9 is enclosed and marked as Annexure VI.
Remuneration policy:
The remuneration policy of the company is provided in the corporate
Governance report that forms an integral part of this report.
Secretarial Audit:
M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had
been engaged for the services of Secretarial audit for the financial
year 2014-15 pursuant to Section 204 of the Companies Act,2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014. The Secretarial audit report in FORM
No.MR-3 is enclosed in Annexure VII. The company is taking necessary
steps to comply.
Vigil Mechanism / Whistle Blower Policy:
The company has established a vigil mechanism for directors and
employees to report genuine concerns pursuant to section 177 of the
Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules 2014 and clause 49 of the Listing Agreement.
Deposits:
During the year under review, your Company has not accepted any
deposits.
Significant and material orders impacting the company:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
Board evaluation:
An evaluation on the performance of the Board is provided in the
corporate governance report that forms an integral part of this report.
Corporate social responsibility (CSR):
The company is not covered under section 135 of the Companies Act,2013
and formulation of CSR policy and constitution of a CSR committee did
not arise.
CEO/ CFO certification:
Mr.R. Natarajan, Chairman and Managing Director and Mr.V. Kumar, Chief
Financial Officer have certified to the Board in terms of under the
Listing Agreement.
Acknowledgement:
Your directors place on record their great appreciation of the fine
efforts of all Executives and Employees of the Company. Your directors
also express their sincere thanks to various Departments of Central
Government, Government of Tamilnadu, TNEB, State Bank of India, the
Customers, shareholders and other stakeholders for continuing support
and encouragement.
Place: Chennai For and on behalf of the Board of Directors
Date: May 29, 2015
R. Natarajan.
Chairman & Managing Director
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