The Directors are pleased to present the Twentieth Annual Report along
with the Audited Accounts for the Financial Year ended 30th June, 2012.
The performance of the Company for the year ended 30th June, 2012 is
(Rs. in Lacs)
2011-12 2010-11 2011-12 2010-11
Sale and Other Income 16305.59 22040.66 5481.55 3305.24
Profit / (Loss) before
Depreciation, Interest and Tax 2160.61 2008.48 666.12 121.90
Interest 1074.88 1195.07 0.61 5.53
Depreciation 317.26 467.62 8.46 10.91
Profit (Loss) before Tax 768.47 345.79 657.05 105.46
Less: Provision for Tax 462.13 156.58 429.71 61.58
Less : Provision for
Deferred Tax 12.37 13.55 0.30 -11.39
Minority Interest 33.51 61.50 - -
Share of Profit of Associates 1386.36 863.38 - -
Profit carried to
Balance Sheet 1646.82 977.54 227.04 55.27
The Consolidated Sales and other income for the year under review was
Rs. 16305.59 lacs as against Rs. 22040.66 lacs in the previous year.
While the Standalone Turnover for the year is Rs. 5481.55 lacs as
compared to Rs.3305.24 lacs in the previous year. The reduction in the
Consolidated turnover was on account of reduction of turnover of the
subsidiary company - Emas Engineers and Contractors Private Ltd due to
slowing down of some of that company''s real estate projects under
execution. Profit before Interest, Depreciation and Tax was at a level
of Rs.2160.61 lacs as against Rs. 2008.48 lacs. Your company has
reported a Profit after Tax of Rs. 1646.82 lacs as against Rs.977.54
lacs in the previous year.
Your Company has commenced execution of the Tadapatri 95 MW Project and
the first phase of the 56 MW project is expected to be completed in all
respects by the end of 2012.
Your Company has identified new lands for development of windfarm.
Your Company''s Equity Shares are available in dematerialised form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDSL). As per the Securities
Exchange Board of India (SEBI ) Circular No: Cir/ISD/3/2011 dated June
17, 2011 on Trading rules and shareholding in dematerialized mode,
all the Listed Companies were required achieve 100% of the promoters
and promoter group''s holding in dematerialized within a prescribed time
limit. Accordingly the shares held by the promoters of your Company
were held in electronic mode and as at 30th June, 2012. 87.77% of the
Equity Shares of the Company were held in demat form as at 30th June,
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, in
terms of Clause 49 of the Listing Agreement with the Stock Exchanges is
reproduced in a separate section elsewhere in the Annual Report.
CEO / CFO Certification
Mr. Vikram Mankal, Managing Directors Chief Executive Officer and Mr.
A. Sriram, Chief Financial Officer have given a Certificate to the
Board as required in Clause 49 (V) of the Listing Agreement.
Consolidated Financial Statements
In accordance with Accounting Standard AS-21 on Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India,
the Audited Consolidated Financial Statements are provided as part of
this Annual Report.
The Ministry of Corporate Affairs, Government of India has vide
Circular No. 2/2011 dated February 8, 2011 granted general exemption,
subject to fulfillment of certain conditions, from attaching the
Balance Sheet of the Subsidiaries to the Balance Sheet of the Company,
without obtaining prior approval from the Central Government for such
exemption. Accordingly, the Balance sheet, Profit and Loss Account and
other documents of the subsidiary companies are not being attached with
the Balance Sheet of the Company. Financial information of the
subsidiary companies are disclosed elsewhere in the Annual Report. The
Annual Accounts of these subsidiaries and 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
Registered office of the Company.
SUBSIDIARY AND ASSOCIATE COMPANIES
As at 30th June, 2012, your Company has a total of 3 subsidiaries and 2
step down subsidiaries, the following are the details of the
subsidiaries, step down subsidiaries and associate companies of your
SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES
EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED
EMAS is engaged in the business of Civil and Electro Mechanical
contracting. The business portfolio of EMAS includes construction of
residential buildings and commercial establishments. It has carried out
projects in states of Tamil Nadu, Karnataka and Andhra Pradesh.
Financial Highlights of EMAS for 2011 - 2012 is as under:
(Rupees in Lacs)
Sales & Other Income 10821.87
Equity Capital 1202.40
Reserves & Surplus 3100.81
Earnings per share 0.56
RCI POWER LIMITED & RCI POWER (AP) LIMITED
These are the Companies that hold land for wind farm development. Wind
Farm will be developed on the lands held by them. Further, RCI Power
Limited has two subsidiaries
i) RCI Windfarm 30MW Private Limited and ii) RCI Windfarm 50 MW Private
HALDIA COKE AND CHEMICALS PVT LTD
The Company has 29.97% of equity stake in Haldia Coke and Chemicals Pvt
Ltd (HCCPL) which in turn holds 60.86% in Ennore Coke Limited. During
the year ended 31st March, 2012, HCCPL reported a consolidated turnover
of Rs.1672.94 lacs with a Profit after tax of Rs.117.22 lacs.
Considering the significant expansion plans and implementation of the
same your Company requires substantial investments and hence the Board
of Directors think it prudent to not recommend dividend for the year
ended 30lh June 2012.
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies'' (Acceptance of Deposits)
Mr. Malka Komaraiah , retires by rotation at the ensuing Annual General
Meeting and he, being eligible, offers himself for re-appointment.
Mrs. Vathsala Ranganathan resigned from the Board with effect from 02nd
March 2012. The Board wishes to place on record the service rendered by
Mrs. Vathsala Ranganathan as a Director of the Company.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the presentation of the Annual Accounts for the year ended 30th
June 2012, the applicable accounting standards read with the
requirements 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 a true and fair view of the state of affairs
of the Company as at 30th June 2012 and of the profit of the Company
for the year ended 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 the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities ; and
(iv) the Directors have prepared the annual accounts of the Company on
a ''going concern'' basis.
Auditors and Auditors Report
M./s PKF Sridhar & Santhanam, Chartered Accountants, Statutory Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. It is proposed to
re-appoint them as Statutory Auditors of the Company for the financial
year 2012-2013. The members are requested to consider their appointment
and authorise the Board of Directors to fix their remuneration. The
auditors have, under Section 224 (1B) and Section 226 of the Companies
Act, 1956, furnished certificate of their eligibility for the
The Company has received a letter from the Statutory Auditors to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 224(1 B) of the Companies Act, 1956 and
that they are not disqualified for reappointment within the meaning of
Section 226 of the said Act.
The Auditor''s Report is self explanatory and does not require any
further comments under Section 217 (3) of the Companies Act, 1956
Reply Point No.3 of the Auditors'' Report to the Consolidated Financial
The Financial year of the EMAS Engineers and Contractors Private Ltd
for the period 2011- 12 is from 1st April, 2011 to 30th June, 2012.
Hence the Unaudited Financials for the period 1st July, 2011 to 30th
June, 2012 were provided for consolidation of accounts.
Reply Point No.4 of the Auditors'' Report to the Consolidated Financial
The Financial year of the Haldia Coke and Chemicals Pvt Ltd are from
1st April to 31st March. Hence the Un audited Financials as on 30th
June, 2011 were provided for consolidation of accounts.
Reply Point No.7 of the Auditors'' Report to the Consolidated Financial
This will be examined and suitable provisions, if required, will be
provided by EMAS Engineers and Contractors Pvt Ltd in the next year.
Energy conservation, technology absorption and foreign exchange
earnings and outgo
The Company has no activities, relating to conservation of energy or
technology absorption during the year under review. The out go on
expenditure in foreign currency on account of travel was Rs.
Particulars of Employees
As required under the provisions of Section 217 of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975
particulars of employees are not required to be set out in the Report
since there are no employees who are covered under the abovementioned
provisions and rules.
Acknowledgement and Appreciation
Your Directors wish to express their appreciation for the assistance,
support and cooperation extended by all Members during the year under
For and on behalf of the Board
Vikram Mankal K.N. Narayanan
Managing Director & C.E.O. Director
Place : Chennai
Date : 11th September, 2012