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Entegra

BSE: 532287|NSE: ENTEGRA|ISIN: INE826A01028|SECTOR: Power - Generation & Distribution
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Directors Report Year End : Mar '15    « Mar 14
The Directors present herewith the 20th Annual Report on the business
 of the Company, together with the Financial Statements for the
 financial year ended March 31, 2015.
 
 The Company had obtained permission from the Registrar of Companies for
 holding the Annual General Meeting before end of December 2015.
 
 RESULT OF OPERATIONS
 
 The summarized financial highlights of the Company for the year ended
 March 31st, 2015 are as follows:
 
                                                      (Rs. in Lacs)
 
 Particulars                           Financial Year ended
 
                                Standalone          Consolidated
 
                         31/03/2015   31/03/2014  31/03/2015  31/03/2014
 
 Total Income               20.25        29.13        12.77      12.11
 
 Profit/(loss) before 
 Interest, 
 Depreciation              (60.41)     (180.29)      (68.53)   (186.31)
 
 & Tax (EBITDA)
 
 Finance Charges           330.96      4986.97        22.13    2201.52
 
 Depreciation               11.71         1.30        12.02      13.19
 
 Provision for 
 Income Tax
 
 (including for 
 earlier years)              Nil           Nil        (0.03)     Nil
 
 Net Profit/(Loss) 
 After Tax                 (403.08)    (5168.56)    (102.67)  (2401.02)
 
 Profit/(Loss) brought 
 forward from previous 
 year                    (23035.40)   (17866.84)  (15179.85) (12778.82
 
 Amount transferred 
 consequent to Scheme        Nil           Nil         Nil      Nil
 
 of Merger
 
 Profit/(Loss) 
 carried to Balance 
 Sheet                   (23438.48)   (23035.40)  (15282.49) (15179.85)
 
 *previous year figures have been regrouped/rearranged wherever
 necessary.
 
 DIVIDEND
 
 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 *
 40 MW Maheshwar Hydro Power Project.
 
 Finalization of funding arrangements to complete the partially ready
 40x10 MW Hydro Power Project of the Subsidiary Company Shree Maheshwar
 Hydel Power Corporation Limited (SMHPCL) is under finalization. Your
 company has been successful in identifying and introducing to the
 Lenders of SMHPCL an International Investor who has offered to arrange
 full funds to complete the Project and also substitute existing high
 cost debt with low cost ones. Your management is hopeful that the
 Lenders of SMHPCL will not unreasonably delay their confirmations to
 the offerso that early resumption of work and its fast commissioning is
 rendered possible. Such an event will have a great impact on your
 Company''s future.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Review of operations and performance of the Company is covered under a
 separate Statement as ''Management Discussion and Analysis Report''
 forming part of this Annual Report.
 
 CORPORATE GOVERNANCE
 
 Review on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement along with a certificate from M/s Roy Jacob & Co.,
 Practicing Company Secretary confirming compliance of conditions of
 Corporate Governance is annexed herewith and forms part of the Annual
 Report.
 
 CAPITAL/ FINANCE
 
 As on 31st March, 2015, the issued, subscribed and paid up share
 capital of your Company stood at Rs. 3,17,15,30,090/-, comprising
 31,71,53,009 Equity shares of Rs.10/- each.
 
 BUSINESS OUTLOOK & PLANS
 
 The Company is making efforts to ensure that during the current year
 the Maheshwar Project becomes operational with the first 3 turbines
 apart from commencement of construction work for installing the
 remaining seven Turbines.
 
 DIRECTORS
 
 In terms of the Articles of Association of the Company, Mr. Warij A.
 Kasliwal, Director and Mr. Alok Sinha, Directors of the Company retire
 by rotation at the ensuing Annual General Meeting and, being eligible,
 offer themselves for re-appointment. Their brief profile is included in
 the Report on Corporate Governance forming part of the Annual Report.
 Your Directors recommend their re-appointment at the forthcoming Annual
 General Meeting.
 
 Your Director Mr. P L Nene resigned from the board of the Company in
 August 2015 due to health reasons. The Directors wish to place on
 record their gratitude for the valuable contribution by Mr.  Nene
 during his association with the Company.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet 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 Exchange.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 The Company has 3 Subsidiaries as on March 31, 2015 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. It may, however, be noted that the
 audited accounts of the Subsidiary Shree Maheshwar Hydel Power
 Corporation Limited is not yet available due to pending decision on
 applicability of couple of Accounting Standards for drawing up the
 Accounts which will have a critical bearing on their financial
 statements. Hence, the Un-audited Financial Statements, as taken on
 record by the Board of Directors of Shree Maheshwar Hydel Power
 Corporation Limited, has been consolidated with the audited Financial
 Statements of your Company.
 
 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 is 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.
 
 Board''s observations to the Qualifications in the Auditor''s Report:
 
 (1) Non provision of Interest payable to EARCL referred to in (i) under
 Qualified Opinion: The management is under discussions with Edelweiss
 for One-time Settlement of Company''s dues and which will get firmed up
 on commissioning of Maheshwar Project. Your management is confident of
 waiver of total interest payments to the ARC. Hence no provision for
 accrued interest has been made in the Books.
 
 (2) We have reasons to believe that the Developer to whom the deposit
 was made has started the work related to revival of their Project.
 Under the circumstances we are confident that the Company shall be
 provided with the rent-free area in the developed property in the next
 18 months.
 
 DEMATERIALISATION OF SHARES
 
 The trading in equity shares of the company is permitted only in
 dematerialized form. A total of 96.53% shares are held in
 dematerialized form with NSDL and CDSL as on 31st March, 2015.
 
 AUDIT COMMITTEE:-
 
 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. Ajit Kapadia and Mr.  Alok Sinha.
 
 AUDITORS AND AUDITORS'' REPORT
 
 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.
 
 SECRETARIAL AUDITORS
 
 The Board had appointed M/s Roy Jacob & Co., Practicing Company
 Secretaries to conduct Secretarial Audit for the financial year
 2014-15. The Secretarial Audit Report for the financial year ended
 March 31, 2015 is annexed as Annexure B to this Report. The Secretarial
 Audit Report does not contain any qualification, reservation or adverse
 remark.
 
 INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
 
 The Company has in place an Internal Control System commensurate with
 the size, scale and complexity of its operations. The Internal Control
 System provides reasonable assurance with regard to recording and
 providing reliable information, compliance with applicable laws, rules
 and regulations.
 
 The Audit Committee reviews Audit Reports submitted by the Internal
 Auditors M/s SMNP & Co, Chartered Accountants on a regular basis.
 
 RISK MANAGEMENT
 
 Pursuant to the requirement of Section 134 of the Companies Act, 2013,
 the Company has already in place a Risk Management Plan. The Company
 has a Business Risk management framework to identify and evaluate
 business risks and opportunities. This framework minimizes adverse
 impact of on business objectives and enhances your Company''s
 competitive advantage. In accordance with the provision of Clause 49 of
 the Listing Agreement, your Company has also constituted a Risk
 Management Committee.
 
 WHISTLE BLOWER POLICY AND VIGIL MECHANISM
 
 The Company has Whistleblower Policy and Vigil Mechanism to deal with
 instances of fraud and mismanagement, if any. The Whistleblower Policy
 and Vigil Mechanism is uploaded on the website of the Company.
 
 SEXUAL HARRASMENT
 
 During the year under review, there were no cases filed pursuant to the
 Sexual Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013
 
 RELATED PARTY TRANSACTIONS
 
 All related party transactions attracting compliance under Section 188
 and/or Clause 49 of the Listing Agreement are placed before the Audit
 Committee as also before the Board for approval.
 
 The disclosure on Related Party Transactions is made in the Financial
 Statement of the Company. The prescribed form AOC-2 of the Companies
 (Accounts) Rules, 2014 is enclosed as a separate Annexure.
 
 FIXED DEPOSITS
 
 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.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 The details of loans, guarantees and investments are given in the notes
 to the financial statements.
 
 PARTICULARS OFEMPLOYEES
 
 During the year under review, no employee of the Company was drawing
 remuneration exceeding the limits prescribed under Rule 5 (2) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014, 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 2015 or Rs.  5,00,000/- or more per month during any part of
 the said year.
 
 CONSERVATION OFENERGY 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
 utilizing modern and advanced technology.
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The number of meetings held during the year is mentioned in detail in
 the Corporate Governance Report that forms a part of this Annual
 Report.
 
 EXTRACT OF ANNUAL RETURN
 
 Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and
 rule 12(1) of the Companies (Management and Administration) Rules,
 2014, extract of annual return is Annexed as Annexure A.
 
 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 2015, 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 judgments 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 2015 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.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for the
 wholehearted and continued support extended by all the investors,
 customers, suppliers, banks, Stock Exchanges, financial institutions
 and other Government Authorities during the year under report.
 
 Your Directors also take this opportunity to express their deep sense
 of gratitude to the commitment, dedication and hard work of all
 employees who have been a major driving force behind the Company.
 
 For and on behalf of the Board of Directors
 
 Sd/- Mukul Kasliwal Chairman
 
 Place: Mumbai
 
 Date : 14th November 2015
Source : Dion Global Solutions Limited
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