To the Members,
The Directors are pleased to present the Eighteenth Annual Report and
the Audited Accounts of the Company for the year ended on 31st March,
2013 along with the Management Discussion and Analysis Report. !
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the progress and the future outlook of the Company
and its business, as stipulated under clause 49 of the Listing
Agreement with the stock exchange, 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 (63,12,60,756) (58,26,98,424)
Less : Depreciation 15,38,177 8,35,103
Profit/Loss before tax (63,27,98,933) (58,35,33,527)
Less: provision for tax
Less: Fringe benefit tax
Less : Deferred Tax
Profit/Loss after tax (63,27,98,933) (58,35,33,527)
Less: Prior Period / Pre Op 1,44,754 1,57,762
Adjusted Profit / Loss (63,29,43,687) (58,36,91,289)
Add:P&L Brought forward (115,37,40,139) (57,00,48,850)
Balance carried to Balance Sheet (178,66,83,826) (115,37,40,139)
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT
The Company has continued to focus on the Renewable Energy business.
Entegra bagged some prestigious Projects which include the Supply,
Installation and Commissioning of Solar Water Heaters of various
capacities at the Raj Bhawan, Dehradun and Nainital. Further the
company has also successfully executed the wind-solar hybrid system
consisting of 1.8 kWp x 3 wind turbines and 1.2kWp x 3 photo-voltaic
systems totaling 9 kWp has been commissioned at the President''s Estate,
The 400 MW Hydro Power Project being implemented through the company''s
subsidiary - Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)
is ready to begin generation. The construction work on the Project has
been completed and 3 turbines of 40 MW each are to begin generation
BUSINESS OUTLOOK & PLANS
Going forward the Company has set up a strategy in place to
aggressively market its Renewable Energy expertise for Wind, Solar and
Hydro Projects on a pan India basis in FY 2013-2014. The Company will
also be focusing on acquiring assignments for developing Energy parks
and participating in projects focusing on Rural Electrification. The
company also plans to expand its outreach of Solar and Hydro Power and
increase its capacity generation in both arenas.
During the current year 2013-2014, Company proposes to take forward 50
MW Photovoltaic plant in Rajasthan in order to increase the output of
renewable energy and capitalise on the potential of solar power
generation in the state and is in the process of tapping solar water
heating systems and roof-top Photovoltaic projects in the MMR and NCR
regions in Delhi among both, residential and commercial establishments.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has 3 Subsidiaries as on March 31, 2013 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.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8,2011 has granted
general permission for not attaching the balance sheet, statement of
profit and loss and other documents of the subsidiary companies with
the balance sheet of the Company instead a statement containing brief
financial details of the Company''s subsidiaries for the financial year
ended March 31, 2013 is included in the Annual Report. The copies of
annual accounts of these subsidiaries and the related detailed
information will be made available to any member of the Company / its
subsidiaries seeking such information at any point of time and are also
available for inspection by any member of the Company / its
subsidiaries at the corporate office of the Company. The Company shall
furnish a copy of the details of annual accounts of subsidiaries to any
member on demand.
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, 2013.
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
In terms of Article 123 of the Articles of Association of the Company,
Mr. Warij A. Kasliwal, Mr. Pradeep Goyal and Mr. Jagdish Capoor,
Directors retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment.
In accordance with Section 292A of the Companies Act, 1956 and Clause
49 of the Listing Agreement, the Company has constituted the Audit
committee which currently consists of Mr. Ashish Jalan - (Chairman of
Audit Committee), Mr. Hiten Khatau, Mr. Pradeep Goyal and Mr. Jagdish
M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory
Auditor of the Company retire at the conclusion of the ensuing Annual
General Meeting of the Company and have confirmed their eligibility and
willingness to accept the office, if re- appointed. The Company has
received certificates from mem the said Auditors to the effect that
their reappointment, if made, would be within the limits prescribed
under Section 224 (IB) of the Companies Act, 1956 and they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act. The Board recommends their re-appointment.
The Company has not accepted any Deposits within the meaning of Section
58 A of the Companies Act, 1956, during the Financial Year 2012 - 2013
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance report forms part of this Report. Your
Company is in full compliance with the requirements and disclosures
that have to be made in this regard. A Certificate from the Practicing
Company Secretary confirming compliance of the Corporate Governance is
appended 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 from time
to time forms part of this Report. However, as per the provisions of
Section 219 (1) (iv) of the Companies Act, 1956 the Report and Accounts
are being sent to all the shareholders of the Company excluding the
statement of particulars of employees under section 217 (2A) of the
Companies Act. Any shareholder interested in obtaining a copy of the
said statement may write to the Company Secretary at the Corporate
Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, 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 2013,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 as at 31st March 2013 and of the profit/loss of the Company
for year ended as on that date.
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 and
iv) the Directors have prepared the annual accounts of the Company on a
''going concern'' basis.
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.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Earnings : Nil Outgo : Nil
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 : 9th August 2013