TO THE MEMBERS OF KARMA ENERGY LIMITED
The Directors are pleased to present this fifth Annual Report and the
Audited Statement of Accounts for the year ended March 31, 2012.
1. FINANCIAL RESULTS
(Rs. in lakh)
Particulars 2011-2012 2010-2011
Total Income including exceptional
items 2982.78 1761.37
Profit Before Depreciation 1188.86 833.16
Less : Depreciation 793.44 760.77
Profit Before Tax 395.42 72.39
Less : Income Tax 160.91 27.00
Less : Deferred Tax (0.38) (34.16)
Profit After Tax 234.89 79.55
Add : Balance brought forward from
previous year 11.81 (0.53)
Additions on amalgamation (67.98) --
Balance Available for appropriation 178.72 79.02
Director''s Recommendation for
Transfer to General Reserve -- --
Proposed Dividend on Equity Shares @5%
(2010 - 2011: 5 %) 57.82 57.82
Dividend Tax 9.38 9.38
Surplus Carried to Balance Sheet 111.52 11.81
The consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21
prescribed under Companies (Accounting Standards) Rules form part of
the Annual Report and Accounts.
Your Directors have recommended a dividend at 5 % (Re.0.50 per share)
on equity shares (Previous year : 5 % ). The dividend, together with
the tax on distributed profit, will absorb a sum of Rs.67.20 Lakh and
will be paid to those shareholders whose names stand registered in the
Register of members of the Company as on the book closure date.
During the year the Total Income of the Company was Rs.2982.78 Lakh as
compared to Rs.1761.37 Lakh in the previous year. The Profit before
depreciation achieved was Rs.1188.86 Lakh (Previous year - Rs.833.16
Lakh). The Profit after Tax registered was Rs.234.89 Lakh (Previous
year Rs.79.55 Lakh).
4. SUBSIDIARY COMPANIES
Your company has 8 subsidiary companies namely Almi Hydro- Electric
Projects Ltd, Baledh Energy Projects Ltd, Batot Hydro Power Ltd,
Brahmanvel Energy Ltd, Greenweiz Projects Ltd, Joiner Hydro Power
Projects Ltd, Khandesh Energy Projects Ltd and Vajharpada Energy Ltd.
All subsidiary companies are SPV''s executing power projects which are
in different stages of development except Greenweiz Projects Limited is
in the business of carrying out operation & maintenance of wind farms.
Batot Hydro Power Ltd commissioned its 3.5 MW small hydro power project
in June, 2012.
In accordance with the Circular No. 5/12/2007-CL-III dated 8th
February, 2011 issued by the Ministry of Corporate Affairs, Government
of India has granted general exemption from attaching the Balance
Sheet, Statement of Profit and Loss Account and other documents of the
subsidiary companies 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
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
office of the Company and that of the respective subsidiary companies.
The Consolidated Financial statements presented by the company include
the financial results of its subsidiary companies.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the details of the Company''s subsidiaries as at 31st March,
2012, is attached to the Annual Accounts.
5. MERGER OF AVIRODH FINANCIAL SERVICES LTD WITH THE COMPANY :
Avirodh Financial Services Ltd amalgamated with the Company with effect
from appointed date 1st April 2011 pursuant to the sanction of Scheme
of Amalgamation by the Hon''ble High Court of Bombay vide their order
dated 13th April, 2012. Consequently the Financials of said Avirodh
Financial Services Limited have been incorporated in the financials of
the company for 2011-12.
Shri Upkarsingh Kohli was appointed as a Additional Director on 9th
November, 2011 in accordance with Section 260 of the Companies Act,
1956 and Article 46 of the company''s Articles of Association and will
cease to hold office at this Annual General Meeting and is eligible for
appointment. During the year under review M/s. IREDA withdrew the
nomination of their nominee Director Shri. Sumant Chadha with effect
from 24th October, 2011 in view of repayment of entire term loan
facility availed by the Company. Your Board places on record their
appreciation of the valuable contribution made by Shri. Sumant Chadha
during his tenure as Nominee Director on the Board of the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri. Neelkamal V. Siraj and
Shri. Dharmendra G. Siraj retire by rotation and, being eligible have
offered themselves for re-appointment.
Attention of the Members is invited to the relevant items in the notice
of the Annual General Meeting and the explanatory statement thereto.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
i) that in the preparation of the annual accounts for the year ended
31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit of
the Company for the year ended on that date ;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the annual accounts on a going
8. PARTICULARS OF THE EMPLOYEES
The Company does not have any employee whose particulars are required
to be given under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, as amended up to date.
9. DISCLOSURE OF PARTICULARS
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the report of the Board of
Directors) Rules, 1988 has to Report on the matters covered by this
As the Company is in the field of Wind Farm development and not
manufacturing, the relevant provisions relating to conservation of
technology absorption are not applicable. However as the Company is in
the field of wind farm development and promoting green energy, it is
directly contributing to reducing dependency on fossil fuel and thus
conserving the fossil fuel.
The earnings and outgo in foreign exchange was Nil during the year.
10. FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits within the meaning of
Section 58A of the Companies Act, 1956.
Messrs. U.B. Sura & Co. Chartered Accountants and Messrs. Shyam C.
Agarwal & Co., Chartered Accountants, Statutory Auditors of the Company
retire as Auditors at the forthcoming Annual General Meeting and have
given their consent for re- appointment. The members will be required
to appoint Auditors for the current year and fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written confirmation from
the above Auditors proposed to be re-appointed to the effect that their
re-appointment, if made at the ensuing Annual General Meeting will be
within the limits specified in Section 224(1B) of the Companies Act,
12. COST AUDITORS
The Central Government had approved the appointment of M/s. K N
Satyanarayan for conducting Cost Audit for the financial year 2011-12
As per the requirement of the central Government and pursuant to
Section 233B of the Act, the audit of the cost accounts of Electricity
companies are required to be audited from financial year beginning
April 2011 Therefore pursuant to the approval of Ministry of Corporate
Affairs, M/s. K. N. Satyanarayan having registration no. 7004 has been
appointed as Cost Auditor for auditing the company''s cost accounting
records maintained as per Cost Accounting Records (Electricity
Industry) Rules, 2011, relating to power generated for the financial
year ended March 31, 2012.
Pursuant to the recommendation of the Audit committee, the Board of
Directors have appointed M/s. K. N. Satyanarayan as the cost Auditors
of the Company for conducting the Cost Audit Records of the Company for
the financial year 2012-13 which has been approved by the Central
13. AUDITORS'' REPORT
The observations of the Auditors in their report, read with notes
annexed to the accounts, are self-explanatory.
14. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as per
the Clause 49 of the Listing Agreement. A report on Corporate
Governance forms part of this report. A certificate from the Statutory
Auditors of the Company confirming compliance of the Corporate
Governance is appended to the Report on Corporate Governance.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion
and Analysis Report as required under the Listing Agreement with the
Stock Exchanges is annexed forming part of this report.
Your Directors express their grateful appreciation for the assistance
and co-operation received from Government Authorities, Bankers, Lending
Institutions, Suppliers and Customers during the year under review.
Your Directors place on record their appreciation for the committed
services of the executives and staff of the Company.
For and on behalf of the Board
Place : Mumbai
Date : 13th August, 2012 Dharmendra G. Siraj