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Entegra Directors Report, Entegra Reports by Directors
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Entegra
BSE: 532287|NSE: ENTEGRA|ISIN: INE826A01028|SECTOR: Power - Generation/Distribution
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Download Annual Report PDF Format 2013 | 2012 | 2010
Directors Report Year End : Mar '13    Mar 12
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.
 
 FINANCIAL HIGHLIGHTS
 
 The operating results of the Company for the period under review are as
 follows:
 
                                               (Amount in Rs.)
 Particulars                           The year 
                                       ended on      The year ended on
                                       31/03/2013    31/03/2012
 
 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)
 
 DIVIDEND
 
 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,
 New Delhi.
 
 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
 shortly.
 
 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
 Stock Exchanges.
 
 DIRECTORS
 
 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.
 
 AUDIT COMMITTEE:-
 
 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
 Capoor(Members).
 
 AUDITOR
 
 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.
 
 FIXED DEPOSITS
 
 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
 
 CORPORATE GOVERNANCE
 
 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
 
 ACKNOWLEDGMENT
 
 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 Company.
 
 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,
 
                             Sd/- 
 
                             Mukul Kasliwal 
 
                             Chairman 
 
 Place: Mumbai 
 
 Date : 9th August 2013
Source : Dion Global Solutions Limited
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