The Directors present herewith the Twenty Fourth Annual Report together
with the Audited Accounts of the Company for the year ended March 31,
2011.
FINANCIAL RESULTS (Rs. in Lacs)
Description Year Ended Year Ended
31-03-2011 31-03-2010
Other Income 0.48 0.03
TOTAL INCOME 0.48 0.03
Profit / (Loss) before
Depreciation and Interest (38.12) (3.65)
Depreciation & Amortisation
Interest 2.42 -
ProfitV(Loss) from Ordinary
Activities before tax (40.54) (3.65)
Tax Expenses - -
Net Profit/(Loss) from Ordinary
Activities after tax (40.54) (3.65)
Extra-ordinary Items - -
Net profit/(Loss) for the year (40.54) (3.65)
OPERATIONS
The Company is in the process of setting up Super Critical Thermal
Power Project of 3X660 MW i.e. 1980 MW capacity in Tamilrradu and there
are no other operations at present. As such the related expenses
incurred during the current period are considered as pre operative
expenses pending allocation to the power project.
The Company is in the process of completing the acquisition of the
required land. The Company has also submitted application for allotment
of Govt: Land falling within the site premises and the same is under
process. International Competitive Bidding (ICB) process for award of
EPC contract for the project has been successfully completed with the
award of EPC contract to China Datang Technologies & Engineering Co.
Ltd. (CDTE), a specialized engineering corporation and EPC contractor
in China and a subsidiary of China Datang Corporation (CDC), the
largest power utility in China. CDTE has been awarded the Letter of
Intent (LOI) for supply of 3 (Three) Thermal Power units of 660 MW each
based on Super Critical Technology on Turnkey EPC basis at a value of
US$ 1.4 billion on 15th December 2010 in the august presence HE Mr. Wen
Jiabao, Honble Premier of the Peoples Republic of China. The power
plant will be completed in 51 months from the commencement of
construction, with the first unit being commissioned in 39 months and
will comply with the latest CEA guidelines on efficiency norms.
In the same meeting SRM has also signed a Tripartite Memorandum of
Understanding (MOU) with CDTE and Industrial and Commercial Bank of
China (ICBC), the largest wholesale, retail and the leading investment
bank in China with highest market value throughout the world, for
financing the export buyers credit to the extent of 85% of the EPC
contract value backed by insurance from China Export & Credit Insurance
Corporation.
The Company has signed an MOU for supply of 7 million tons of Coal from
mines located at Mozambique and Malawi, Africa. This MOU along with the
existing agreement with Indonesian party for supply of 5 million tons
per annum with an option to increase the same to 6.0 million tons per
annum will be sufficient to meet the requirements of the project. The
Companys application to the Ministry of Coal, Govt, of India for
domestic coai linkage for blending is also under its active
consideration.
On February 08, 2011 The Expert Appraisal Committee on Environmental
Impact Assessment of Thermal Power and Coal Mine Projects has
recommended for Environmental Clearance for 3X660 MW Super Critical
Power Project of the Company. We expect the formal approval from the
Ministry within a short time. The Company has also received In
principle clearance from the Railway authorities for crossing of
Railway lines (for laying overhead Coal Conveyor and underground Sea
water pipeline).
The Company has signed an MOU with Cuddalore Port Company Pvt. Ltd. for
availing port services from their upcoming port at Cuddalore, which is
at a distance of 8 kms from the plant site. As a backup arrangement, an
MOU has also been signed with Karaikal Port Company Ltd. for availing
Port services for import of Coal.
The promoters of the Company have infused an amount of Rs. 4451.35 lacs
upto March 31, 2011 in the form of Share Application Money, which will
not be withdrawn from the Company till the required Equity is in place.
DIVIDEND
As the Power project is under implementation and there is no operating
income, your directors are not in a position to recommend any dividend.
DIRECTORS
Mr. Sudarshan K. Parab and Mr. Gagan Deep Kumar Rastogi have been
appointed as the additional Directors on the Board of your Company with
effect from July 08, 2010 and February 11, 2011 respectively. As per
the provisions of Section 260 of the Companies Act, 1956 Mr. Sudarshan
K. Parab and Mr. Gagan Deep Kumar Rastogi will hold office up to the
date of the ensuing Annual General Meeting of the Company.
Your Company has received the notices under section 257 of the
Companies Act, 1956 together with the requisite deposits from the
shareholders, in respect of Mr. Sudarshan K. Parab and Mr. Gagan Deep
Kumar Rastogi, proposing their appointments as the Directors on the
Board of the Company. The Resolutions seeking approvals of the members
for their appointments as Directors have been incorporated in the
Notice Convening the Annual General Meeting.
Mr. Deep Kumar Rastogi, Director of the Company resigned from the Board
on February 11, 2011. Your directors record their appreciation for the
services and support rendered by him during his tenure on the Board of
the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Article of Association of the Company,
Mr.Srinivasan Parthasarathy retires by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for reappointment at
the ensuing Annual General Meeting of the Company.
Mr. D. Sundararajan, Director & CEO of the Company has been appointed
as the Managing Director & CEO of the Company w.e.f. July 08, 2010. The
Resolutions seeking approval of the membersfor his appointment as
Managing Director & CEO of the Company has been incorporated in the
Notice Convening thS Annual General Meeting.
Brief profile of the Directors proposed to be appointed / reappointed
as required under Clause 49 of the Listing Agreement are annexed to the
Notice of Annual General Meeting forming part of this Annual Report.
PROPOSED RIGHT ISSUE OF THE COMPANY
The Company has filed draft offer letter on August 17, 2010 with the
Securities and Exchange Board of India (SEBI) & Bombay Stock Exchange
(BSE) for issue of 5,88,90,000 Equity Shares of Rs. 10/- each at Par on
a Rights basis to the existing Equity shareholders of the Company in
the ratio of 65 (Sixty Five) equity shares for every 10 (Ten) Equity
Shares.
In principle approval from BSE has been received vide their letter
dated August 31, 2010. The final observation letter no.
CFD/DIL/ISSUES/SP/RG/OW/4698/2011 dated February 08, 2011 has been
received from SEBI. However SEBI, in their observation letter have
directed the Company not to adjust the unsecured loans of the promoter
of the Company against the allotment of shares against their
entitlement and also against the shares to be allotted as a result of
the renunciation or the unsubscribed portion in the Rights Issue.
The Company filed an appeal before the Honble Securities Appellate
Tribunal, (SAT) Mumbai, India, against the above directions given by
Securities and Exchange Board of India (SEBI).
SUBSIDIARY COMPANY & RELATED COMPLIANCES
Your Company has one wholly owned subsidiary Company viz. SRM Energy
Tamilnadu Private Limited. As per Section 212 (1) of the Companies
Act, 1956, the Company is required to attach to its accounts, the
Directors Report, Balance Sheet and Profit and Loss Account etc. of
each of its subsidiaries.
As the consolidated accounts present a complete picture of the
financial results of the Company and its subsidiary, the Board of
Directors have decided to avail the general exemption granted by the
Ministry vide its General Circular No. 2/2011, dated - February 08,
2011 under section 212(8) of the Companies Act, 1956.
Accordingly, a copy of the Balance Sheet, Profit and Loss Account,
Report of the Board of Directors and Auditors of the aforesaid wholly
owned subsidiary forthe year ended March 31, 2011 have not been
attached with the financial statements of your Company. However, the
annual accounts of the subsidiary Company and the related detailed
information are available to the shareholders of the holding and
subsidiary company seeking such information at any point of time. The
annual accounts of the subsidiary company are kept for inspection by
any shareholder in the Registered office of the holding company and of
the subsidiary company concerned.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public pursuant to Section 58-A of the Companies Act, 1956.
THE CORPORATE GOVERNANCE CODE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
a compliance report on Corporate Governance is annexed as part of the
Annual Report.
DEMATERIALISATION OF SHARES
In terms of the notification issued by the Securities and Exchange
Board of India (SEBI) the Company has dematerialized its shares with
both the depositories CDSL and NSDL.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors affirm that the audited amounts containing the
financial statements for the Financial Year 2010-11 are in conformity
with the requirements of the Companies Act, 1956. They believe that the
financial statements reflect fairly the form and substance of
transactions carried out during the year and reasonably present the
Companys financial condition and the results of operations.
Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956
the Board of Directors of the Company hereby state and confirm that:.
a) In the preparation of the Annual Accounts, the applicable accounting
standards had been followed and that there are no material departures
therefrom.
b) The Directors had selected such accounting policies, applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit / loss
of the Company for that period.
c) The Directors had 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.
d) The Directors had prepared the annual accounts on a going concern
basis.
CODE OF CONDUCT
The Code of Conduct, as adopted by the Board of Directors is applicable
to all Directors, Senior Management and Employees of the Company. This
code is based on fundamental principles, viz. good corporate governance
and good corporate citizenship. The Code covers Companys commitment to
sustainable development, concern for occupational health, safety and
environment, a gender friendly work place, transparency and
accountability and legal compliance.
AUDITORS
M/s Haribhakti & Company, Chartered Accountants, Mumbai, the Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received a letter from them to the
effect that, their appointment, if made, by the Company for the year
2011-12 will be within the limit prescribed under Section 224 (1-B) of
the Companies Act, 1956. The Board of Directors recommends their
appointment.
AUDITORS OBSERVATIONS
The Companys present assets are adequate to meets its liabilities.
Further, when the proposed Right Issue of Rs.5889 lacs are completed
the Net worth would improve. In addition the Company is in the process
of raising resources from promoters and investors towards Equity
requirements of the project and expects the Net worth to improve
substantially once the equity raising is completed. The management is
of the strong view that once the power project, which is being set up
by the Company becomes operationaiized, the Company would turnaround
and the net worth would also improve.
PARTICULARS UNDER SECTION 217
Since no employee is receiving remuneration in excess of the limit
specified under the provisions of section 217 (2A) of the companies
Act, 1956, read wich the Companies (Particulars of employess) Rules
1975, statement of particulars of the employees do not form part of the
report.
Statement of particulars under Section 217(1)(e) regarding Conservation
of Energy and Technology Absorption are presently not applicable to the
Company.
Details of foreign exchange outgo are set out in note No. B-11 of
schedule 9 to the Accounts. There have been no Foreign Exchange
earnings during the current year and previous year.
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
APPRECIATION
Your Directors wish to express their sincere appreciation to the
Central Government, the State Governments, bankers and the business
associates for their excellent support and look forward to continued
support in future. Your Directors wish to place on record their
appreciation to the employees at all levels for their hard work,
dedication and commitment.
For and on behalf of the Board of Directors
Place: Mumbai. Chairman
Dated: April 18, 2011.
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