Dear Shareholders,
The Directors have the pleasure in presenting the Eleventh Annual
Report together with the audited statements of accounts for the year
ended March 31, 2011.
STANDALONE FINANCIAL RESULTS
The standalone financials are briefly summarized below:
(Rs. in million)
Particulars 2010-11 2009-10
Income 1,063.99 1,980.31
Expenditure 495.28 411.39
Depreciation 81.26 13.84
Profit before tax for the year 487.45 1,555.08
Provision for taxation including
Deferred tax 152.46 284.60
Profit after tax 334.99 1,270.48
Surplus brought forward from
previous year 3,328.44 2,057.96
Amount available for
appropriations 3663.43 3,328.44
Preference dividend including tax 46.52 -
Surplus carried over 3,616.91 3,328.44
Earnings per share (Rs.)
Basic and diluted 0.77 3.57
The turnover of the Company has decreased to Rs. 1,063.99 million from
Rs. 1,980.31 million. The profit before tax amounted to Rs. 487.45
million as against Rs. 1,555.08 million for the previous year. The
profit after tax has decreased to Rs. 334.99 million from Rs. 1,270.49
million. The decrease is mainly attributable to lower project
development fee, as substantial part of the development activity of
3600 MW Chhattisgarh project has been completed during 2009-10. Moving
forward, the Group performance would significantly be based on
operational performance of the underlying power projects.
CONSOLIDATED FINANCIAL RESULTS
During the year 2010-11, the Company has achieved an overall
consolidated turnover of Rs. 11,592.64 million.
(Rs. in million)
Particulars 2010-11 2009-10
Income 11,592.64 5,558.75
Operating expenses (excluding
interest and depreciation) 5,880.93 1,864.00
Earnings before interest,
tax and depreciation (EBITDA) 5,711.71 3,694.75
Interest and finance charges 2,560.55 1,246.38
Depreciation 1,223.81 259.73
Profit before tax for the year 1,927.35 2,188.64
Provision for taxation including
Deferred tax (352.32) 275.93
Profit after tax 2,279.67 1,912.71
Minority Interest 462.14 161.64
Surplus brought forward from
previous year 4,148.35 2,397.28
Amount available for
appropriations 5,965.88 4,148.35
Preference dividend including tax 46.52 -
Surplus carried over 5,919.36 4,148.35
Earnings per share (Rs.)
Basic and diluted 4.75 4.92
The consolidated income of the Company has increased to Rs.11,592.64
million from Rs.5,558.75 million registering a growth of 108%. The
EBITDA amounted to Rs. 5,711.71 million as against Rs.3,694.75 million
for the previous year registering a growth of around 55%. The profit
after tax has increased to Rs.2,279.67 million from Rs.1,912.71 million
registering a growth of around 19%. The growth is mainly attributable
to increased operations and higher realizations for the year. -=<
DIVIDEND
The members are aware that the Company is currently involved in
implementation of various projects and more specifically the 3600 MW
power project through its downstream subsidiaries which is one of the
largest single location greenfield project by private enterprise
anywhere in India. In order to meet the investment requirements for
various ongoing projects, which will contribute to the shareholders''
wealth in the long term, the Directors have not recommended any
Dividend to the equity shareholders for the financial year 2010-11.
As per the terms of issue and as approved by the shareholders, the
Company had paid dividend on 8% Cumulative Redeemable Preference Shares
of Rs. 10/- each issued to L&T Infrastructure Finance Company Limited
proportionately from the date of allotment.
REVIEW OF OPERATIONS
KSK Energy Ventures Limited (KSK) is a power project development
company in India with experience in developing and operating multiple
power plants across India. KSK operates in the power generation
business and is well positioned with long-term fuel access to various
power plants.
KSK presently has operational power plants capable of generating 933 MW
of power and further actively involved in construction of two projects
aggregating an additional 3720 MW. The Group''s initial foray and plans
for independent initiatives into power generation from renewable energy
sources marks the beginning of another growth initiative.
PRINCIPAL POWER ASSETS
KSKs current principal power projects are as follows:-
Operational Power Plants
- Arasmeta, a 86 MW coal based power plant in Chhattisgarh;
- Sai Regency a 58 MW natural gas based power plant and 18.9 MW wind
power project in Tamil Nadu;
- Sitapuram, a 43 MW coal based power plant in Andhra Pradesh;
- VS Lignite, a 135 MW lignite based power plant in Rajasthan;
- Wardha Warora, a 540 MW coal based power plant in Maharashtra; and
- KSK Wind Energy, a 52 MW Wind power project in Tamil Nadu.
Power projects under construction (Initial / Progressed)
KSK Mahanadi, a 3,600 MW coal based power project in Chhattisgarh; and
KSK Dibbin, a 120 MW, run-of-the-river hydro electric power project in
Arunachal Pradesh.
Planned power projects
Multiple thermal and hydro power projects across India.
REVIEW OF BUSINESS
Further, the operational and financial performance for the financial
year 2010-11 of each of the power plants has been outlined in the
section titled Management Discussion and Analysis Report.
ISSUE OF PREFERENCE SHARES TO L&T INFRASTRUCTURE FINANCE COMPANY
LIMITED
During the year under review, the Company has issued 100,000,000
(Hundred million) 8% Cumulative Redeemable Preference Shares (CRPS) of
Rs.10/- each at par amounting to Rs. 1,000 million to L&T
Infrastructure Finance Company Limited. Consequent to the allotment of
CRPS, the paid-up share capital of the Company (equity & preference)
has increased from Rs.3,726.30 million to Rs.4,726.30 million.
CORPORATE GOVERNANCE
The Company''s Report on Corporate Governance is attached and forms part
of this Report. Certificate from the Statutory Auditor of the Company
M/s. Umamaheswara Rao & Co., Chartered Accountants confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
The Company has taken adequate steps for strict compliance with the
Corporate Governance guidelines, as amended from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate Management Discussion and Analysis Report is also attached
and forms part of this report.
PUBLIC DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under during
the financial year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. S.R. Iyer, Mr. Girish N
Kulkarni and Mr. Anil Kumar Kutty, Directors retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
Mr. Abhay M Nalawade and Mr. Henry Klein, Directors have resigned from
the Board subsequent to closure of the financial year under review. The
Board places on record its sincere appreciation for the services
rendered by Mr. Abhay M Nalawade and Mr. Henry Klein during their
tenure on the Board.
Mr. K. Bapi Raju ceased to be a Whole-time Director of the Company with
effect from December 20, 2010. However, Mr. K. Bapi Raju continues as a
Director of the Company.
Further, Mr. K. Bapi Raju was appointed as President – Corporate
Affairs of KSK Mahanadi Power Company Limited a subsidiary of the
Company w.e.f. January 1, 2011 at a remuneration of Rs. 90 Lakhs per
annum. In terms of the provisions of Section 314(1)(a) of the Companies
Act, 1956, Mr. K. Bapi Raju being a director of the holding Company
shall not hold any office or place of profit except with the consent of
the Company accorded by a special resolution at the general meeting
held for the first time after the holding of such office or place of
profit. In compliance with the above, a special resolution is put up
for member''s approval in the Notice of the Annual General Meeting of
the Company.
SUBSIDIARIES
As at the end of the year, the Company had the following subsidiaries:
1. KSK Electricity Financing India Private Limited;
2. Arasmeta Captive Power Company Private Limited;
3. Sai Regency Power Corporation Private Limited;
4. VS Lignite Power Private Limited;
5. Wardha Power Company Limited;
6. KSK Wardha Infrastructure Private Limited (formerly KSK Technology
Ventures Private Limited);
7. KSK Wind Energy Private Limited (formerly Bahur Power Company
Private Limited);
8. KSK Vidarbha Power Company Private Limited;
9. Sai Maithili Power Company Private Limited;
10. KSK Narmada Power Company Private Limited;
11. KSK Dibbin Hydro Power Private Limited;
12. Kameng Dam Hydro Power Private Limited;
13. J R Power Gen Private Limited;
14. KSK Mahanadi Power Company Limited;
15. KSK Upper Subansiri Hydro Energy Private Limited;
16. Field Mining and Ispats Limited;
17. KSK Dinchang Power Company Private Limited;
18. KSK Jameri Hydro Power Private Limited; and
19. Tila Karnali Hydro Electric Company Private Limited.
CONSOLIDATED FINANCIAL STATEMENTS
Vide General Circular No.:2/2011 dated February 8, 2011, the Ministry
of Corporate Affairs, GoI has granted a general exemption to companies
from attaching the Balance Sheet, Profit and Loss Account and other
documents referred to in Section 212(1) of the Act in respect of its
subsidiary companies, subject to fulfillment of the conditions
mentioned therein. Accordingly, the said documents are not being
attached with the Balance Sheet of the Company. A gist of the financial
performance of the subsidiary companies is contained in the report. The
Annual Accounts of the subsidiary companies are open for inspection by
any Member / Investor and the Company will make available these
documents/ details upon request by any Member of the Company on to any
investor of its subsidiary companies who may be interested in obtaining
the same. Further, the Annual Accounts of the subsidiary companies will
be kept open for inspection by any investor at the Company''s Head
Office and that of the subsidiary company concerned and would be posted
on the website of the Company.
In terms of Clause 32 of the Listing Agreement with the Stock Exchanges
and as prescribed by Accounting Standard 21 notified by the Government
of India under Section 211(3C) of the Companies Act, 1956, the Audited
Consolidated Financial Statements duly audited by Statutory Auditors
are annexed.
AUDITORS
M/s. Umamaheswara Rao & Co, Chartered Accountants, Hyderabad, Auditors
of the Company will retire at the forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment. As
regards the accounts and notes thereof, the same are self explanatory
and do not require further explanation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND
OUTGO
a) Conservation of energy : Not applicable
b) Technology absorption : Not Applicable
c) Foreign exchange earnings and outgo :
(Rs. in million)
2010 - 11 2009 - 10
Foreign exchange earnings - 25.84
Foreign exchange outgo 4.97 11.32
PERSONNEL & INDUSTRIAL RELATIONS
Relations between employees and the management continued to be cordial
during the year. The Human Resource Department is committed in its
quest to improve and maintain employee morale and satisfaction at all
levels.
Particulars of Employees: The particulars of employees as required to
be disclosed pursuant to the provisions of Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, forms part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
report and the accounts are being sent to all the shareholders
excluding the aforesaid information. Any shareholder desirous of
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, your
Directors hereby confirm that:
- in the preparation of the Annual Accounts, the applicable accounting
standards have been followed;
- appropriate accounting policies have been applied consistently.
Judgment and estimates which are reasonable and prudent have been made
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and of the profit of the Company
for the period;
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities, Customers, Vendors and
Members during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the excellent services
of the executives, staff and the workers of the Company.
On behalf of the Board of Directors,
KSK Energy Ventures Limited
T.L. Sankar
Chairman
Place: Hyderabad
Date: August 12, 2011
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