To the Members,
The Directors are pleased to present the Nineteenth Annual Report and
the Audited Accounts of the Company for the year ended on 31st March,
2014 along with the Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
The operating results of the Company for the period under review are as
(Amount in Rs.)
Particulars The year ended on The year ended on
Profit/Loss before depreciation,
tax & prior period (51,55,56,950) ( 63,12,60,756)
Less : Depreciation 12,98,810 15,38,177
Profit/Loss before tax (51,68,55,760) (63,27,98,933)
Less : provision for tax - -
Less : Fringe benefit tax - -
Less : Deferred Tax - -
Profit/Loss after tax (51,68,55,760) (63,27,98,933)
Less: Prior Period / Pre Op - 1,44,754
Adjusted Profit / Loss (51,68,55,760) (63,29,43,687)
Add:P&L Brought forward (178,66,83,827) (115,37,40,139)
Balance carried to B/s (230,35,39,587) (178,66,83,826)
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT
There has been no business activity during the year except follow-up
work that was done for restart of construction activities of the 10 X
40 MW Maheshwar Hydro Power Project.
Due to differences in opinion between the Company and the Lenders on
the strategy to be followed for raising the balance funds required for
commissioning of the Hydro Projects intervention of the Government at
the Centre has been sought.
BUSINESS OUTLOOK & PLANS
The Company is making efforts to ensure that during the current year
the Maheshwar Project becomes operational with ready 3 turbines.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has 3 Subsidiaries as on March 31, 2014 namely
a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)
b. Ennertech Biofuels Limited (EBL)
c. Rajasthan Solar Power Company Private Limited (RSPCPL).
There has been no material change in the nature of the business of the
subsidiaries. A statement containing brief financial details of the
subsidiaries is included in the Annual Report.
As required under the Listing Agreements entered into with the Stock
Exchanges, a consolidated financial statement of the Company and its
subsidiaries is attached. The consolidated financial statements have
been prepared in accordance with the relevant accounting standards as
prescribed under Section 211(3C) of the Act. These financial statements
disclose the assets, liabilities, income, expenses and other details of
the Company and its subsidiaries.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies disclosed in the
Annual Report in compliance with the said circular. The Company will
provide a copy of separate annual accounts in respect of each of its
subsidiary to any shareholder of the Company who asks for it and the
said annual accounts will also be kept open for inspection at the
Registered Office of the Company.
DEMATERIALISATION OF SHARES
The trading in equity shares of the company is permitted only in
dematerialised form. A total of 96.53% shares are held in
dematerialised form with NSDL and CDSL as on 31st March, 2014.
In terms of the Articles of Association of the Company, Mr. Mukul S.
Kasliwal, Director, retires by rotation at the ensuing Annual General
Meeting and, being eligible, offer himself for re-appointment.
According to New Companies Act, 2013 the Company is appointing Mr.
Prabhakar Nene, Mr. Ajit Kapadia, Mr. Hiten Khatau and Mr. Jagdish
Capoor, Independent Directors for the period of five years. The Company
has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Mr. Pinaki Mukherjee has been appointed as Manager w.e.f. 21st August,
In accordance with Section 177 of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Company has constituted the Audit
committee which currently consists of Mr. Jagdish Capoor – (Chairman of
Audit Committee), Mr. P. L. Nene, Mr. Ajit Kapadia and Mr. Alok Sinha
M/s, Shyam Malpani & Associates, Chartered Accountants, Statutory
Auditor of the Company hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors Report
are self – explanatory and do not call for any comments.
The Company has not accepted any Deposits and such, no amount on
account of principal or interest on public deposits was outstanding as
on the date of balance sheet.
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance as stipulated under the
aforesaid Clause 49, is attached to the Report on Corporate Governance.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, as amended, the
Company has no employees who were in receipt of the remuneration of
Rs.60,00,000/- or more per annum during the year ended 31st March 2014
or Rs.5,00,000/- or more per month during any part of the said year.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, with respect to
Directors'' Responsibility Statement, it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year
ended 31st March 2014, the applicable accounting standards read with
requirement set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the State of Affairs of
the Company at the end of the financial year 31st March 2014 and of the
profit/loss of the Company for that period.
iii) The Directors have 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 / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a
''going concern'' basis; and
v) 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
vi) 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.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s Roy Jacob & Co., Practicing Company
Secretary, to conduct Reconciliation of Share Capital Audit of the
Company. The Audit is carried out every quarter and the report thereon
is placed before the Board of Directors & thereafter is submitted to
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Being a Renewable Energy Company, your Company is committed to energy
conservation at every stage of its operations. To keep pace with the
technology revolution, your Company is taking necessary steps in
utilising modern and advanced technology.
The Board of Directors would like to thank the Customers, Vendors,
Financial Institutions, Bankers, Government Authorities, Advisors and
Members for their continued support. The Board of Directors also
appreciates the contribution made by the employees at all levels for
their hard work, dedication, co-operation and support for the growth of
The Board of Directors would also like to thank all stakeholders for
the continued confidence and trust by them with the Company.
On behalf of the Board of Directors,
Date : 22nd November 2014