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SRM Energy Directors Report, SRM Energy Reports by Directors
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SRM Energy
BSE: 523222|ISIN: INE173J01018|SECTOR: Textiles - General
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« Mar 10
Directors Report Year End : Mar '11
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.
 
 
Source : Dion Global Solutions Limited
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