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KSK Energy Ventures Directors Report, KSK Energy Vent Reports by Directors
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KSK Energy Ventures
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Explore KSK Energy Vent connections « Mar 10
Directors Report Year End : Mar '11
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
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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