Mar 31, 2018
TO THE MEMBERS,
The Directors take pleasure in presenting the 23rd Annual Report on the business and operations of your Company along with the standalone and consolidated financial statements for the financial year ended on March 31, 2018.
FINANCIAL RESULTS
Your Company''s financial performance for the year under review is summarized below: (Amount in Rs.)
Standalone |
Consolidated |
|||
Particulars |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
Revenue from operations |
40,22,90,114 |
1,03,21,26,169 |
59,90,58,394 |
1,15,40,19,917 |
Other income |
5,41,72,768 |
4,01,79,870 |
2,08,11,822 |
87,96,970 |
Total income |
45,64,62,882 |
1,07,23,06,039 |
61,98,70,216 |
1,16,28,16,887 |
Total expenses other than depreciation and finance cost |
38,14,01,063 |
1,01,93,08,725 |
39,89,28,329 |
1,06,66,53,313 |
Profit / (Loss) before depreciation, finance cost and exceptional items |
7,50,61,820 |
5,29,97,314 |
22,09,41,887 |
9,61,63,514 |
Depreciation and amortization expenses |
2,89,74,981 |
3,03,38,929 |
11,69,51,508 |
10,89,51,560 |
Profit / (Loss) before finance cost, exceptional items and tax |
4,60,86,838 |
2,26,58,385 |
10,39,90,379 |
(1,27,87,986) |
Finance cost |
3,08,89,399 |
2,46,76,041 |
20,54,13,100 |
30,47,56,423 |
Profit / (Loss) before exceptional items and tax |
1,51,97,439 |
(20,17,656) |
(10,14,22,721) |
(31,75,44,409) |
Exceptional items |
- |
5,39,00,000 |
- |
36,82,93,492 |
Profit / (Loss) before tax for the year |
1,51,97,439 |
5,18,82,344 |
(10,14,22,721) |
5,07,49,083 |
Tax expenses |
13,21,174 |
1,77,50,323 |
2,96,41,608 |
1,09,96,420 |
Profit / (Loss) after tax for the year |
1,38,76,265 |
3,41,32,021 |
(13,10,64,329) |
3,97,52,663 |
Share of minority interest in the losses of subsidiary companies |
- |
- |
1,46,85,801 |
67,15,372 |
Other comprehensive income net of tax |
4,85,293 |
1,50,608 |
8,25,333 |
10,50,910 |
Total comprehensive income |
1,43,61,558 |
3,42,82,629 |
(11,55,53,195) |
4,75,18,945 |
Earnings per equity share of Rs. 10 each (Basic & Diluted) |
0.29 |
0.72 |
(2.45) |
0.98 |
SHARE CAPITAL
The paid-up equity share capital as at March 31, 2018 stood at Rs. 47.50 Crore. During the financial year under review, there has been no change in the capital structure of the Company.
RESERVES
The Company did not transfer any amount to reserves during the year.
DIVIDEND
Your Directors recommend payment of dividend @ 5% on the paid-up share capital of the Company, i.e. Rs. 0.50/- per equity share of Rs. 10/- each.
STATE OF COMPANY''S AFFAIRS
The Company is primarily engaged in power generation, infrastructure development such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. Financial position of the Company is given in the previous paragraphs. A detailed information on the operation of different business segments of the Company, future expectations and business environment is provided in the Management Discussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "LODR Regulations"), is annexed herewith and marked as Annexure "A".
CORPORATE GOVERNANCE
As required under the LODR Regulations, the Report on Corporate Governance, Declaration of Whole-time Director on Code of Conduct, CEO / CFO Certification and Auditors Certificate on compliance of conditions of Corporate Governance are annexed herewith and marked as Annexure "B", "C", "D" and "E" respectively.
SUBSIDIARIES AND ASSOCIATES
As on March 31, 2018, the Company has 5 subsidiaries and 1 associate. There has been no material change in the nature of business of the subsidiaries.
The Company has also formulated a Policy for Determining ''Material'' Subsidiaries in line with the requirement of LODR Regulations. The said Policy may be accessed at http://www.edclgroup.com/wp-content/uploads/2017/08/ Policy-for-Determining-Material-Subsidiary.pdf.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries and associate in Form AOC-1 is annexed herewith and marked as Annexure "F".
Brief details of the subsidiaries are given below :
i) Ayyappa Hydro Power Limited (Wholly-owned & material non-listed subsidiary)
The Company is operating the 15 MW Karikkayam Hydro Electric Project, in the State of Kerala. During the year under review, total income of the Company stood at Rs. 15,56,74,213/-as compared to Rs. 9,08,99,391/-in previous year.
ii) EDCL Power Projects Limited (Wholly-owned & material non-listed subsidiary)
The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the State of Kerala. During the year under review, total income of the Company stood at Rs. 4,23,15,354/- as compared to Rs. 3,32,46,373/- in previous year.
Entire generation from the units of above mentioned subsidiaries is being sold to the Kerala State Electricity Board (KSEB) under Long term Power Purchase Agreements (PPA).
Mr. Vijoy Kumar (DIN: 02970626), an Independent Director of the Company is on the Board of Directors of above mentioned subsidiaries.
iii) EDCL - Arunachal Hydro Project Private Limited (Wholly-owned subsidiary)
The Company is yet to take up any project.
iv) Eastern Ramganga Valley Hydel Projects Company Private Limited
The Company is executing 6.5 MW Burthing Small Hydro Electric Project and 5.0 MW Phuliabagar Small Hydro Electric Project, in the State of Uttarakhand. DPR for both projects have been approved. 2nd stage forest clearances have been received for 5.0 MW Phuliabagar Small Hydel Electric Project.
v) Sarju Valley Hydel Projects Company Private Limited
The Company is executing 5.5 MW Balighat Small Hydro Electric Project in the State of Uttarakhand. DPR for the project has been approved.
The Company has an associate namely, Arunachal Hydro Power Limited which is developing and executing various hydro power projects through its several subsidiaries in the State of Arunachal Pradesh.
CONSLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements (CFS) of the Company, prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as required under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable, form part of Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
BOARD OF DIRECTORS AND BOARD MEETINGS
Board and Committees
As on March 31, 2018, the Board of Directors comprise of 6 Non-Executive Directors having experience in varied fields and a Whole-time Executive Director. Out of 6 Non-Executive Directors, 4 are Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance. At present, there are following 3 Committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicable as the Company is not meeting any criteria specified therein. The Company has not spent any amount under Corporate Social Responsibility during the financial year 2017-18. Accordingly, Annual Report on Corporate Social Responsibility activities is not required to be attached.
The Board has accepted all the recommendations of the Audit Committee. The details of composition, terms of reference, meetings etc. of the Committees are given in the Report on Corporate Governance.
Number of Board meetings held
The Board med 5 times during the financial year under review. Detailed information on Board meetings are provided in the Report on Corporate Governance.
Directors
None of the Independent Directors are due for re-appointment. Mr. Sanjay Kumar Gupta (DIN: 01538117) resigned from the Board of Directors of the Company with effect from March 15,2018. Further, Mr. Sanjiv Saraf (DIN: 00506650) resigned from the Board of Directors of the Company with effect from May 30, 2018. The Board placess on record its sincere appreciation for the services rendered by them during their tenure as Directors of the Company.
With the consent of Mr. Vinod Kumar Sharma and as recommended by the Nomination and Remuneration Committee and approved by the Audit Committee, the Board has appointed Mr. Vinod Kumar Sharma (DIN: 02879206), for a period of 3 years from May 30, 2018 to March 31, 2021 subject to approval of members at the ensuing Annual General Meeting.
Mr. Amar Singh (DIN: 00165567), Director, retire by rotation and being eligible offers himself for re-appointment.
The brief resume and other details relating to Mr. Amar Singh and Mr. Vinod Kumar Sharma are provided in the Notice of Annual General Meeting.
Your Board has also received Form ''DIR-8'' pursuant to Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment & Disqualification of Directors) Rules, 2014 from the aforementioned Directors confirming that they have not incurred any disqualification under Section 164(2) of the Companies Act, 2013. Your Board recommends their appointment / re-appointment.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, governance, education and public service. The Company follows the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel of the Company as approved by the Board of Directors. The said Policy may be accessed at http://www.edclgroup. com/wp-content/uploads/2017/08/Nomination-Remuneration-Policy.pdf. The Nomination and Remuneration Policy is also annexed herewith and marked as Annexure "G".
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under the Companies Act, 2013 and the LODR Regulations. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and the LODR Regulations.
Familiarisation Programme for Independent Directors
The details of Familiarisation Programme for Independent Directors has been given in the Report on Corporate Governance.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and as prescribed by the LODR Regulations as amended from time to time, the Board of Directors carried out an annual evaluation of its own performance, Committees and individual Directors of the Company. The Directors expressed their satisfaction with the evaluation process.
The Board evaluated its performance after considering the inputs received from all Directors based on the criteria such as composition and structure of the Board with diverse background & experience, flexible & effective board procedures, quality of timely information and functioning of the Board etc.
The Board evaluated performance of its Committees after considering the inputs received from all Committee members based on the criteria involving composition of the Committee with members having diverse experience, skill and effective functioning of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of the criteria such as professional qualifications, prior experience, especially experience relevant to the Company, commitment, contribution, integrity, independence and guidance / support to management etc. Similarly, Board evaluated the performance of the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issues and concerns raised by the members of the Board etc.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors'' Responsibility Statement, your Board confirms that:
a) in the preparation of the annual accounts for the financial year ended on March 31,2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and 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 as at March 31, 2018 and of the profit / loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The following persons are Key Managerial Personnel of the Company:
Whole-time Director : Mr. Sanjiv Saraf- designated as Executive Director. (Till May 30, 2018). Mr. Vinod Kumar Sharma has been appointed Whole-time Director and designated as Executive Director of the Company w.e.f. May 30, 2018.
Chief Financial Officer : Mr. Amit Damani (Till March 15, 2018). Mr. Sunil Dutt Sharma has been appointed as Chief Financial Officer of the Company w.e.f. May 30, 2018.
Company Secretary : Ms. Vij''ayshree Binnani.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has adequate internal financial control system commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
RISK MANAGEMENT
The Company has formulated and implemented a Risk Management Policy (Risk Management Procedure) in consultation with Senior Management to identify various kinds of risk in business and its process to minimize the same. For details, please refer to Management Discussion and Analysis Report.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a Whistle Blower Mechanism and a Policy namely, Whistle Blower Policy that lays down the process for raising concern about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. The said Policy may be accessed at http://www.edclgroup.com/wp-content/uploads/2017/08/Whistle-Blower-Policy. pdf.
Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
LOAN, GUARANTEES AND INVESTMENTS
Particulars of loans, investments and guarantees have been disclosed in the financial statements, which forms an integral part of this Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no material contacts or arrangements with related parties as referred in Section 188 of the Companies Act, 2013 read with the Rules made thereunder. Accordingly, AOC-2 is not required to be attached. All other related party transactions entered into during the financial year were on arm''s length basis and were in the ordinary course of business and were placed before the Audit Committee and Board for their approval, as required. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of repetitive nature. The details of transactions with related parties as per Ind AS-24 are disclosed in the notes to accounts. The Company has developed a Policy on Related Party Transaction for the purpose of identification and monitoring of such transactions.
AUDITORS AND AUDITORS'' REPORT
(i) Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. ALPS & Co., Chartered Accountants, (Firm Registration No. 313132E) was appointed as the Auditors of the Company for a consecutive period of 5 years from conclusion of the 22nd Annual General Meeting held in the year 2017 until conclusion of the 27th Annual General Meeting of the Company.
The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 07, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the members at every Annual General Meeting has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. ALPS & Co., Chartered Accountants as the Auditors of the Company, by the members at the ensuing Annual General Meeting.
The Company has received a certificate from M/s. ALPS & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the LODR Regulations.
The Auditors'' Report to the members on the financial statements of the Company for the financial year ended on March 31, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.
(ii) Cost Auditors
The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountants, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2018-19. In terms of Section 148 of the Companies Act, 2013, your Board recommends ratification of remuneration of the Cost Auditors at the ensuing Annual General Meeting. The Cost Audit Report for the financial year 201617 has been filed with the Ministry of Corporate Affairs within due time.
(iii) Secretarial Auditor
The Board of Directors appointed M/s. P. Sarawagi & Associates, Company Secretaries of 27, Brabourne Road, Kolkata - 700 001, to conduct the secretarial audit of the Company for the financial year 2017-18.
The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith and marked as Annexure "H" and forms an integral part of this Annual Report.
The Board hereby clarifies that the delay in form filing was unintentional. The Board assures the form due for filing will be filed as soon as possible with requisite fees, as applicable. One of the Independent Directors could not participate in two Audit Committee meetings due to sudden indisposition. Certain investments held by the Company are lying in the names of transferor for want of performance of obligation undertaken by the Company, as per agreements executed by the Company.
The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark or disclaimer.
ANTI-SEXUAL HARASSMENT POLICY
The Company has adopted Anti-Sexual Harassment Policy, covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Up till date, the Company has not received any complaint under the Policy.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and marked as Annexure "I".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo are annexed herewith and marked as Annexure "J".
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with the Rules made thereunder, the extract of the Annual Return in Form MGT - 9 is annexed herewith and marked as Annexure "K" and it may be accessed at http://www.edclgroup.com.
GENERAL
The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as:
1. No deposits covered under Chapter V of the Companies Act, 2013 were accepted;
2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;
3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries;
4. No significant and material orders were passed by any regulatory authority or court or tribunal impacting the going concern status and Company''s operation in future;
5. No material changes and commitments occurred affecting the financial position of the Company between the end of financial year and date of report;
6. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the Audit Committee or the Board.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company''s valued investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Sd/-
Amar Singh
Place : New Delhi (Chairman)
Dated : August 11, 2018 (DIN: 00165567)
Mar 31, 2016
DIRECTORS'' REPORT
TD THE MEMBERS,
The Directors take pleasure in presenting the 21st Annual Report on the business and operations of your Company along with the standalone and consolidated summary financial statements for the year ended on 31st March, 2016.
FINANCIAL RESULTS
Your Company''s financial performance for the year under review is summarized below : (Amount in Rs.)
PARTICULARS |
Consolidated |
Standalone |
||
Year ended 31.03.2016 |
Year ended 31.03.2015 |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
Revenue from operations |
1,49,45,06,937 |
38,15,87,161 |
1,33,74,95,375 |
21,76,27,198 |
Other Income |
72,19,039 |
7,82,03,472 |
48,69,560 |
6,18,20,773 |
Total Revenue |
1,50,17,25,976 |
45,97,90,633 |
1,34,23,64,935 |
27,94,47,971 |
Total expenses other than depreciation & finance cost |
1,34,74,79,569 |
21,24,92,564 |
1,26,90,71,507 |
14,79,26,215 |
Profit before depreciation and finance cost |
15,42,46,407 |
24,72,98,069 |
7,32,93,428 |
13,15,21,756 |
Depreciation |
11,03,25,677 |
11,85,95,505 |
3,29,69,733 |
4,06,37,807 |
Profit before finance cost and tax |
4,39,20,730 |
12,87,02,564 |
4,03,23,695 |
9,08,83,949 |
Finance cost |
18,98,96,715 |
26,29,35,120 |
1,73,00,567 |
7,69,81,563 |
Profit before tax |
(14,59,75,985) |
(13,42,32,556) |
2,30,23,128 |
1,39,02,386 |
Tax expenses |
51,04,690 |
51,52,335 |
68,79,080 |
1,01,545 |
Net profit for the period |
(15,10,80,675) |
(13,93,84,891) |
1,61,44,048 |
1,38,00,841 |
Earnings per equity share of Rs. 10 each (Basic & Diluted) |
(4.35)# |
(6.29) |
0.46# |
0.50 |
#On weighted average number of equity shares.
APPROPRIATION
Your Directors recommend appropriation as under: (Amount in Rs.)
PARTICULARS |
Standalone |
|
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
Surplus as at end of previous year |
58,75,51,401 |
59,26,27,231 |
Add: Net profit for the year |
1,61,44,048 |
1,38,00,841 |
Available for appropriation |
60,36,95,449 |
60,64,28,072 |
Less: Proposed dividend |
2,37,50,000 |
1,37,50,000 |
Less: Tax on dividend |
48,34,941 |
27,99,176 |
Less: Transfer to General Reserve |
- |
- |
Less: Adjustment of Depreciation (Net of Deferred Tax) as on 01.04.2015 |
- |
23,27,495 |
Total Appropriation |
2,85,84,941 |
1,88,76,671 |
Surplus carried forward |
57,51,10,508 |
58,75,51,401 |
DIVIDEND
Your Directors recommend payment of dividend @ 5% on the paid up share capital of the Company, i.e. Rs.0.50/- per equity share of Rs. 10/- each.
RESERVES
The Company did not transfer any amount to reserves during the year.
SHARE CAPITAL
During the financial year under review the Company had increased its authorized share capital from Rs.35 crore to Rs.50 crore. Further, the Company had issued 2,00,00,000 equity shares of Rs.10/- at a price of Rs.22/- per share (including premium of Rs.12/- per share) to promoters and non-promoters on preferential basis. Consequently, the issued, subscribed and paid up capital of the Company has been increased from Rs.27.50 crore in financial year 201415 to Rs.47.50 crore in financial year 2015-16. The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
Your Directors state that there has been no deviation or variation in the utilization of issue proceeds and the entire fund raised from the preferential issue (approved by shareholders in Extra-ordinary General Meeting held on 24.10.2015) has been utilized for the purposes for which it was raised.
STATE OF COMPANY''S AFFAIRS
The Company is primarily engaged in power generation, infrastructure development, such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. Financial position of the Company is given in the previous paragraphs. A detailed information on the operation of different business segments of the Company, future expectations and business environment is provided in the Management Discussion and Analysis Report which is annexed herewith and marked as Annexure "A".
CORPORATE GOVERNANCE
Pursuant to Regulation 34 and Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as LODR Regulations), Management Discussion and Analysis Report, the Report on Corporate Governance, Declaration of Whole-Time Director on Code of Conduct, CEO / CFO Certification and Auditors Certificate on compliance of conditions of Corporate Governance form an integral part of this Report and are annexed herewith and marked as Annexure "A", "B", "C", "D" and "E" respectively.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company is developing several hydro power projects in the States of Arunachal Pradesh, Uttarakhand and Kerala, through its various subsidiaries.
The Company has total 18 subsidiaries as on 31st March, 2016 including 5 wholly owned subsidiaries and 13 subsidiaries held through Arunachal Hydro Power Limited, a wholly owned subsidiary of the Company. Out of the 18 subsidiaries, 3 are material non-listed subsidiaries, namely, Ayyappa Hydro Power Limited, EDCL Power Projects Limited and Arunachal Hydro Power Limited.
Wholly-owned subsidiaries :
i) Eastern Ramganga Valley Hydel Projects Co. Private Limited
The Company is executing 6.5 MW Burthing Small Hydro Electric Project and 5 MW Phuliabagar Small Hydro Electric Project, in the State of Uttarakhand. DPR for both the projects have been approved.
ii) Sarju Valley Hydel Projects Co. Private Limited
The Company is executing 5.5 MW Balighat Small Hydro Electric Project in the State of Uttarakhand. DPR for the project has been approved.
iii) EDCL Power Projects Limited
The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the state of Kerela.
Mr. Tarun Chaturvedi (DIN: 02309045) an Independent Director of the Company is on the Board of Directors of this subsidiary.
iv) Ayyappa Hydro Power Limited
The Company is executing a 15 MW Karikkayam Hydel Power Project, in the State of Kerala. The Project is scheduled to be completed in two phases. Entire generation from this unit is being sold to the Kerala State Electricity Board (KSEB) under a Long term Power Purchase Agreement (PPA), which was signed on 14.07.2014. The first phase of the project has become operational and the second phase is likely to be operational in the current financial year.
Two of the Independent Directors of the Company are on the Board of Directors of this Subsidiary, namely Mr. Tarun Chaturvedi (DIN: 02309045) and Mr. Vijoy Kumar (DIN: 02970626).
v) Arunachal Hydro Power Limited
The Company is executing 12 hydroelectric projects in the State of Arunachal Pradesh through its following subsidiaries having aggregate capacity of 643 MW (approx.), which may vary on finalization of Detailed Project Report (DPR) :
1. EDCL - Seppa Beyong Hydro Electric Private Limited
2. EDCL - Seppa Kawa Power Private Limited
3. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
4. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
5. EDCL - Seppa Nire Hydro Electric Private Limited
6. EDCL - Seppa Jung Power Private Limited
7. EDCL - Tawang Power Private Limited
8. EDCL - Seppa Pachuk Power Private Limited
9. EDCL - Seppa Dunkho Hydro Electric Private Limited
10. EDCL - Seppa Lada Hydro Electric Private Limited
11. EDCL - Seppa Riang Power Private Limited
12. EDCL - Seppa Marjingla Hydro Electric Private Limited
DPR is at various stages of preparation / approval. The total expenses for these projects in the State of Arunachal Pradesh as on 31.03.2016 is Rs.2,00,74,20,123.60.
Mr. Vipy Kumar (DIN: 02970626) an Independent Director of the Company is on the Board of Directors of this subsidiary.
Besides these, Arunachal Hydro Power Limited is also having one more wholly owned subsidiary viz. EDCL -Arunachal Hydro Projects Private Limited, which is yet to take up any project.
There has been no material change in the nature of the business of the subsidiaries.
The Company has also formulated a Policy for Determining ''Material'' Subsidiaries in line with the requirement of LODR Regulations. The said Policy may be accessed at http://www.edclgroup.com/codes_policies/policy_ determining_subsidiary.pdf.
The Board of Directors in its meeting held on 9th November, 2015 had approved and executed two agreements with Essel Infraprojects Ltd. ("EIL") wherein EIL would invest in the Hydro power projects held by the Company through various subsidiaries in the state of Arunachal Pradesh and Uttarakhand, having total project capacity of 650 MW (approx.). Upon consummation of the transaction contemplated under these agreements, EIL (either itself or through its affiliates) would hold 76% and the Company would continue to hold 24% of the share capital of such project companies. The transaction was subject to certain conditions precedents to be fulfilled by the Company and all share transfers under the said agreements were contemplated at cost thereby ensuring that the Company had no loss on the Investments made so far. Further, the agreements executed on 9th November 2015, which was to be implemented by 31st March, 2016 subject to various regulatory and other requisite government approvals, has been extended. In connection with this the Company has sought shareholders'' approval by way of Postal Ballot, result whereof shall be published within 19.08.2016.
The Company does not have any associate company.
The Consolidated Financial Statements (CFS) of the Company and its subsidiaries, prepared in accordance with Accounting standards, as required under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed herewith and marked as Annexure "F".
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
DIRECTORS
The Board of Directors comprises of nine Non-Executive Directors having experience in varied fields and a Whole time Executive Director. Out of nine Non-Executive Directors, five of them are Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance is annexed herewith and marked as Annexure "B".
None of the Independent Directors are due for re-appointment. Mr. Chanakya Arvind Dhanda (DIN : 02709047) who was appointed as an Additional Director (Categories being Non-Executive, Professional) on 25th March, 2016. In pursuance of Section 161 of the Companies Act, 2013, he shall hold office up to the date of ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 has been received from him signifying his intention to propose himself as Director of the Company.
Mr. Sanjiv Saraf (DIN : 00506650), Executive Director, (liable to retire by rotation) retires by rotation and being eligible offers himself for re-appointment.
The brief resume and other details relating to Mr. Sanjiv Saraf and Mr. Chanakya Arvind Dhanda are provided in the Notice of Annual General Meeting.
Your Board has also received Form ''DIR-8'' pursuant to Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment & Disqualification of Directors) Rules, 2014 from the aforementioned Directors confirming that they have not incurred any disqualification under Section 164(2) of the Companies Act, 2013. Your Board recommends their appointment / re-appointment.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Company follows the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel of the Company as approved by the Board of Directors. The Nomination and Remuneration Policy is annexed herewith and marked as Annexure "G".
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the LODR Regulations. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
Familiarization Programme for Independent Directors
The details of ''Familiarization Programme for Independent Directors'' has been given in the Corporate Governance Report, annexed herewith and marked as Annexure "B".
Performance Evaluation
LODR Regulations laying down the key functions of the Board mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 provides that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Further, Schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.
Some of the performance indicators based on which the evaluation takes place are attendance in the meetings and quality of preparation / participation, ability to provide leadership, work as team player. In addition, few criteria for Independent Directors include commitment to protecting / enhancing interests of all shareholders, contribution in implementation of best governance practices. Performance criteria for Whole-time Director includes contribution to the growth of the Company, new ideas / planning and compliances with all policies of the Company.
BOARD AND COMMITTEES
The Board met nine times during the financial year under review. At present, there are following four committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
iv) Corporate Social Responsibility Committee
The Board has accepted all the recommendations of Audit Committee. The details of composition, terms of reference, meetings etc. are given in the Corporate Governance Report, annexed herewith and marked as Annexure "B".
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors'' Responsibility Statement, your Board confirms that :
a) in the preparation of the annual accounts for the financial year ended on 31st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and 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 as at 31st March, 2016 and of the profit / loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The following persons are Key Managerial Personnel :
Whole-time Director : Mr. Sanjiv Saraf- designated as "Executive Director".
Chief Financial Officer : Mr. Amit Damani.
Company Secretary : Ms. Vi ayshree Binnani.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control System commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
RISK MANAGEMENT
The Company has formulated a Risk Management Policy (Risk Management Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and its process to minimize the same. The details of various risks and its mitigation are provided in the Management Discussion and Analysis Report, annexed herewith and marked as Annexure "A".
At present the Company has not identified any element of risk which may threaten the existence of the Company.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Whistle Blower Mechanism and a Policy namely, Whistle Blower Policy that lays down the process for raising concern about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. The said Policy may be accessed at http://www.edclgroup.com/codes_policies/whistle_blower_policy.pdf. Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a ''Corporate Social Responsibility Committee''. For composition and other details kindly refer to Corporate Governance Report.
During the current financial year the Company has spent significant amount under Corporate Social Responsibility, as required under Section 135 of the Companies Act, 2013 read with Rules made there under. Annual Report on CSR activities is annexed herewith and marked as Annexure "H".
The Corporate Social Responsibility (CSR) Policy can be accessed at www.edclgroup.com under the ''Investor Information'' section.
LOAN, GUARANTEES AND INVESTMENTS
Particulars of loans, investments and guarantees have been disclosed in the financial statements, which forms an integral part of this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no related Party transactions in terms of Section 188 of the Companies Act, 2013 read with the Rules made there under. Accordingly, AOC-2 is not required to be attached. All other related party transactions not covered under section 188 of the Companies Act, 2013, that were entered into during the financial year were on arm''s length basis and were in ordinary course of business and were placed before the Audit Committee and Board for their approval, as required. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of repetitive nature. The details of transactions with related parties as per Accounting Standards-18 are disclosed in the notes to accounts. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.
AUDITORS AND AUDITORS'' REPORT
(i) Statutory Auditors
At the 19th Annual General Meeting held on 18th September 2014, M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 22nd Annual General meeting to be held in the year 2017, subject to ratification of their appointment at the 20th and 21st Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Their appointment was ratified at the 20th Annual General Meeting of the Company and they shall retire at the conclusion of the ensuing Annual General Meeting unless their appointment is ratified. Your Board recommends ratification of appointment of the Statutory Auditors.
The Auditors'' Report to the members on the Accounts of the Company for the financial year ended on 31st March, 2016 does not contain any qualification, reservation, adverse remark or disclaimer.
(ii) Cost Auditors
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2016 -2017. In terms of Section 148 of the Companies Act, 2013. Your Board recommends ratification of remuneration of the Cost Auditors in the ensuing Annual General Meeting. The Cost Audit Report for the financial year 2014-15 has been filed with the Ministry of Corporate Affairs within due time.
(iii) Secretarial Auditor
The Board of Directors has appointed Mr. Deepak Kumar Khaitan, Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2015-16.
The Secretarial Audit Report for the financial year ended on 31st March, 2016 is annexed herewith and marked as Annexure "I" and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is annexed herewith and marked as Annexure "J".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy and technology absorption etc. are annexed herewith and marked as Annexure "K". There were no foreign exchange earnings during the Financial Year 2015 - 2016, however, foreign exchange have been used for the purposes of travelling etc. details whereof are also given in the said Annexure "K".
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Rules made there under, the extract of the Annual Return in Form MGT - 9 is annexed herewith and marked as Annexure "L".
GENERAL
The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as :
1. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted;
2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;
3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries;
4. No significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and Company''s operation in future;
5. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the Audit Committee or the Board.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company''s valued investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Sd/-
Place : New Delhi Amar Singh
Dated : 14th August, 2016 (Chairman)
Mar 31, 2015
To the Members,
The Directors take pleasure in presenting the 20th Annual Report on
the business and operations of your Company along with the standalone
and consolidated summary financial statements for the year ended on
31st March, 2015.
FINANCIAL RESULTS
Your Company's financial performance for the year under review is
summarized below : (Amount in Rs.)
Consolidated
PARTICULARS Year ended Year ended
31.03.2015 31.03.2014
Revenue from operations 381,587,161 492,139,870
Other Income 78,204,609 59,688,176
Total Revenue 459,791,770 551,828,046
Total expenses other than depreciation
& finance cost 212,493,696 374,443,112
Profit before depreciation & finance cost 247,298,074 177,384,934
Depreciation 118,595,505 101,869,576
Profit before finance cost and tax 128,702,569 75,515,358
Finance cost 262,935,125 199,444,899
Profit before tax (134,232,556) (123,929,542)
Tax expenses 5,152,335 (21,102,578)
Net profit for the period (139,384,891) (102,826,964)
Earnings per equity share of Rs. 10 each
(Basic & Diluted) (6.29) (4.96)
Standalone
Year ended Year ended
31.03.2015 31.03.2014
Revenue from operations 217,627,198 387,496,742
Other Income 61,820,773 62,714,317
Total Revenue 279,447,971 450,211,059
Total expenses other than 147,926,215 306,322,903
depreciation & finance cost
Profit before depreciation and 131,521,756 143,888,156
finance cost
Depreciation 40,637,807 49,546,126
Profit before finance cost and tax 90,883,949 94,342,030
Finance cost 76,981,563 87,858,868
Profit before tax 13,902,386 6,483,162
Tax expenses 101,545 (15,585,185)
Net profit for the period 13,800,841 22,068,347
Earnings per equity share of 0.50 0.80
Rs. 10 each (Basic & Diluted)
APPROPRIATION
Your Directors recommend appropriation as under: (Amount in Rs)
Standalone
PARTICULARS Year ended Year ended
31.03.2015 31.03.2014
Surplus as at end of previous year 592,627,231 586,645,697
Add: Net profit for the year 13,800,841 22,068,347
Available for appropriation 606,428,071 608,714,044
Less: Proposed dividend 13,750,000 13,750,000
Less: Tax on dividend 2,799,176 2,336,813
Less: Transfer to General Reserve - -
Less: Adjustment of Depriciation
(Net of Deferred Tax) as on 01.04.2014 2,327,495 -
Total Appropriation 18,876,671 16,086,813
Surplus carried forward 587,551,400 592,627,231
DIVIDEND
Your Directors recommend payment of dividend @ 5% on the paid up share
capital of the Company, i.e. Rs. 0.50/- per equity share of Rs. 10/- each.
RESERVES
The Company did not transfer any amount to reserves during the year.
STATE OF COMPANY'S AFFAIR
The Company is primarily engaged in power generation, infrastructure
development, such as construction of bridges, hydro projects including
operation and maintenance thereof, supply of materials etc. Financial
position of the Company is given in the previous paragraphs. A detailed
information on the operation of different business segments of the
Company, future expectations and business environment is provided in
the Management Discussion and Analysis Report which is made an integral
part of this Report and marked as Annexure "A".
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing agreement, Management Discussion
and Analysis Report, the Report on Corporate Governance, Declaration of
Whole-Time Director on Code of Conduct, CEO / CFO Certification and
Auditors Certificate on compliance of conditions of Corporate
Governance form an integral part of this Report and are annexed to this
Report as Annexure "A", "B", "C", "D" and "E" respectively.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company is developing several hydro power projects in the States of
Arunachal Pradesh, Uttarakhand and Kerala through its various
subsidiaries.
The Company has total 18 subsidiaries as on 31st March, 2015 including
5 wholly owned subsidiaries and 13 subsidiaries held through Arunachal
Hydro Power Limited, a wholly owned subsidiary of the Company.
Wholly-owned subsidiaries :
i) Ayyappa Hydro Power Limited
One of the two material non- listed subsidiary, this Company is
executing a 15 MW Karikkayam Hydel Power Project, in the State of
Kerala. The Project is scheduled to be completed in two phases. Entire
generation from this unit is being sold to the Kerala State Electricity
Board (KSEB) under a Long term Power Purchase Agreement (PPA), which
was signed on 14.07.2014. The first phase of the project has become
operational and the second phase is likely to be operational in the
current financial year.
Two of the Independent Directors of the Company are on the Board of
Directors of this Subsidiary, namely Mr. Tarun Chaturvedi (DIN:
02309045) and Mr. Vijoy Kumar (DIN: 02970626).
ii) EDCL Power Projects Limited
Another material non- listed subsidiary, this Company is operating the
7 MW Ullunkal Hydro Electric Project. Mr. Tarun Chaturvedi (DIN:
02309045) an Independent Director of the Company is on the Board of
Directors of this subsidiary.
iii) Eastern Ramganga Valley Hydel Projects Co. Private Limited
The Company is executing 6.5 MW Burthing Small Hydro Electric Project
and 5 MW Phuliabagar Small Hydro Electric Project, in the State of
Uttarakhand. DPR for both the projects have been approved.
iv) Sarju Valley Hydel Projects Co. Private Limited
The Company is executing 5.5 MW Balighat Small Hydro Electric Project
in the State of Uttarakhand. DPR for the project has been approved.
v) Arunachal Hydro Power Limited
The Company is executing 12 hydro electric projects in the State of
Arunachal Pradesh through its following subsidiaries having aggregate
capacity of 555 MW (approx.), which may vary on finalization of
Detailed Project Report (DPR) :
1. EDCL - Seppa Beyong Hydro Electric Private Limited
2. EDCL - Seppa Kawa Power Private Limited
3. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
4. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
5. EDCL - Seppa Nire Hydro Electric Private Limited
6. EDCL - Seppa Jung Power Private Limited
7. EDCL - Tawang Power Private Limited
8. EDCL - Seppa Pachuk Power Private Limited
9. EDCL - Seppa Dunkho Hydro Electric Private Limited
10. EDCL - Seppa Lada Hydro Electric Private Limited
11. EDCL - Seppa Riang Power Private Limited
12. EDCL - Seppa Marjingla Hydro Electric Private Limited
DPR is at various stages of preparation / approval. The total expenses
for these projects in the State of Arunachal Pradesh as on 31.03.2015
is Rs. 2,030,928,570/- Besides these, Arunachal Hydro Power Limited is
also having one more wholly owned subsidiary viz. EDCL - Arunachal
Hydro Projects Private Limited, which is yet to take up any project.
There has been no material change in the nature of the business of the
subsidiaries.
The Company has also formulated a Policy for Determining 'Material'
Subsidiaries in line with the requirement of Listing Agreement. The
said Policy may be accessed at
http://www.edclgroup.com/codes_policies/policy_determining_
subsidiary.pdf.
The Consolidated Financial Statements (CFS) of the Company and its
subsidiaries, prepared in accordance with Accounting standards
specified under Section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules, 2014, form part of this Annual
Report.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of
the Company's subsidiaries in Form AOC-1 is attached with this Report
and annexed as Annexure "F".
Pursuant to the provisions of section 136 of the Companies Act, 2013,
the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited accounts
in respect of subsidiaries, are available on the website of the
Company. Further, Shareholders desirous of obtaining the report and
accounts of the Company's subsidiaries may obtain the same upon
request.
DIRECTORS
The Board of Directors comprises of eight Non-Executive Directors
having experience in varied fields and a Whole-
time Director. Out of eight Non-Executive Directors, five of them are
Independent Directors. Detailed information on Directors is provided in
the Report on Corporate Governance marked as Annexure "B".
None of the Independent Directors are due for re-appointment except Mr.
Bijay Kumar Garodia (DIN : 00044379) who had been appointed as an
Additional Director (Independent) on 13.11.2014. In pursuance of
Section 161 of the Companies Act, 2013, he shall cease to be a Director
of the Company from the conclusion of the ensuing Annual General
Meeting. Notice under section 160 of the Companies Act, 2013 has been
received from a shareholder signifying his intention to propose the
name of Mr. Bi ay Kumar Garodia, as Director of the Company.
Mr. Amar Singh (DIN : 00165567), Director, retires by rotation and
being eligible offers himself for re-appointment.
The brief resume and other details relating to Mr. Amar Singh and Mr.
Biiay Kumar Garodia are provided in the Notice of Annual General
Meeting forming part of this Annual Report.
Your Board has also received Form 'DIR-8' pursuant to Section 164(2) of
the Companies Act, 2013 read with the Companies (Appointment &
Disqualification of Directors) Rules, 2014 from the aforementioned
Directors confirming that they have not incurred any disqualification
under Section 164(2) of the Companies Act, 2013. Your Board recommends
their appointment / re-appointment.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee works with the Board to
determine the appropriate characteristics, skills and experience for
the Board as a whole and its individual members with the objective of
having a Board with diverse backgrounds and experience in business,
government, education and public service. The Board has approved the
Nomination and Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management Personnel of the Company. The
Nomination and Remuneration Policy is annexed to the Directors' Report
as Annexure "G" and may be accessed at
http://www.edclgroup.com/codes_policies/nomination_remuneration_policy.pdf.
Declaration by Independent Directors
The Company has received necessary declaration from all Independent
Directors under section 149(7) of the Companies Act, 2013, confirming
that they meet the criteria of independence as prescribed in section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Familiarisation Programme for Independent Directors
Every new Independent Director of the Board attends an orientation
program. The Executive Director / senior managerial personnel make
presentations to the inductees about the Company's strategy, projects,
operations, organizational structure, finance, human resources,
technology, facility and risk management etc.
Further, at the time of appointment, the Company issues a formal letter
of appointment outlining his role, functions, duties, responsibilities
as a Director.
The Policy on the Company's Familiarisation Programme for Independent
Directors may be accessed at http://www. edclgroup.com/
codes_policies/ familiarization_programme_ independent_directors.pdf.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration and Stakeholders Relationship Committees. A discussion was
done considering the inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance. The
performance evaluation of the board and committees are usually carried
out on the basis of questionnaires devised in house.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on the basis of questionnaire, devised for this purpose. The
performance evaluation of the
Independent Directors was carried out by the entire Board (excluding
the Director being evaluated). The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the
Independent Non - executive Directors. The Directors expressed their
satisfaction with the evaluation process.
Criteria for Performance Evaluation of Independent Directors
The Nomination and Remuneration Committee has laid down the criteria
for performance evaluation of Independent Non-Executive Directors,
which is given in the Nomination and Remuneration Policy marked as
Annexure "G".
BOARD AND COMMITTEE MEETINGS
The Board met 6 times during the financial year under review. For
further details of Board and Committee meetings, kindly refer the
Report on Corporate Governance Report marked as Annexure "B".
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 with regard to the Directors' Responsibility Statement, your
Board confirms that :
a) in the preparation of the annual accounts for the financial year
ended on 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and 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 as at 31st March, 2015 and of the profit / loss of the
Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively;
f) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The following persons are Key Managerial Personnel :
Whole-time Director : Mr. Sanjeev Saraf - designated as "Executive
Director".
Chief Financial Officer : Mr. Amit Damani.
Mr. Nathmal Modi was Chief Financial Officer (CFO) of the Company from
01.04.2014 till 30.09.2014. Upon his resignation, the Board appointed
Mr. Amit Damani as CFO w.e.f. 01.03.2015.
Company Secretary : Ms. Vijayshree Binnani - designated as Deputy
Company Secretary.
Mr. Prem Chand Kankaria resigned from the office of Company secretary
(CS) w.e.f. 30.09.2014. Upon his resignation, the Board appointed Mr.
Vivek Mishra as CS w.e.f. 01.10.2014. Mr. Vivek Mishra has resigned
from the office of Company Secretary with effect from 12.05.2015. Ms.
Vi ayshree Binnani has been appointed as Deputy Company Secretary
w.e.f. 28.05.2015.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control System
commensurate with the size, scale and
complexity of its operations. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
RISK MANAGEMENT
The Company has formulated a Risk Management Policy (Risk Management
Procedure) in consultation with Senior Management to identify various
kinds of risk in business of the Company and its process to minimize
the same. The details of various risks and its mitigation are provided
in the Management Discussion and Analysis Report.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has formulated a Whistle Blower Mechanism and a Policy
namely, Whistle Blower Policy that lays down the process for raising
concern about unethical behavior, actual or suspected fraud or
violation of Company's Code of Conduct. The said Policy may be accessed
at http://www.edclgroup.com/codes_policies/whistle_blower_ policy.pdf.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a 'Corporate Social
Responsibility Committee'. For composition and other details kindly
refer to Corporate Governance Report.
Due to non-identification of appropriate projects and shortage of cash
flow, the Company though having profits, could not spent requisite
amount under Corporate Social Responsibility, as required under Section
135 of the Companies Act, 2013 read with Rules made thereunder.
Therefore, annual report on CSR activities is annexed herewith as
Annexure "H". However, the Company has significantly contributed
towards the Corporate Social Responsibility for the financial year
2015-16.
The Corporate Social Responsibility (CSR) Policy can be accessed at
www.edclgroup.com under the 'Investor Information' section.
LOAN, GUARANTEES AND INVESTMENTS
Particulars of loans, investments and guarantees have been disclosed in
the financial statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated Persons which may have a
potential conflict with the interest of the Company at large.
Accordingly, no transaction are being reported in Form AOC- 2 in terms
of Section 134 of the Company Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014. All related party transactions are
placed before the Audit Committee as also the Board for approval. Prior
omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen in repetitive nature. The Company
has developed a Related Party Transactions Policy for purpose of
identification and monitoring of such transactions.
AUDITORS AND AUDITORS' REPORT
(i) Statutory Auditors
At the 19th Annual General Meeting held on 18th September 2014, M/s.
Lodha & Co., Chartered Accountants, were appointed as the Statutory
Auditors of the Company to hold office till the conclusion of 22nd
Annual
General meeting to be held in the year 2017, subject to ratification of
their appointment at 20th and 21st Annual General Meeting. In this
regard, the Company has received a certificate from the Auditors to the
effect that if they are re-appointed, it would be in accordance with
the provisions of Section 141 of the Companies Act, 2013 The Auditors'
Report to the members on the Accounts of the Company for the financial
year ended on 31st March, 2015 does not contain any qualification.
(ii) Cost Auditors
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co.,
Cost Accountant, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as
the Cost Auditors of the Company to conduct Cost Audit for the
financial year 2014 - 2015. The Cost Audit Report for the financial
year 2013-14 has been filed with the Ministry of Corporate Affairs
within due time.
(iii) Secretarial Auditor
The Board of Directors has appointed CS Ashok Kumar Daga, Practicing
Company Secretary to conduct the secretarial audit of the Company for
the financial year 2014-15.
The Secretarial Audit Report for the financial year ended on 31st
March, 2015 is annexed herewith as Annexure "I" to the Board's Report
and forms part of this Annual Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as Annexure "J" and forms an integral
part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of conservation of energy and technology
absorption etc. are given in Annexure "K", attached hereto and forms an
integral part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT - 9 is annexed herewith as Annexure "L". GENERAL
The Directors state that no disclosure or reporting is required in
respect of the following items during the year under review as :
1. No Deposits covered under Chapter V of the Companies Act, 2013 were
accepted;
2. No equity shares with differential rights as to dividend, voting or
otherwise; or shares (including sweat equity shares) to employees of
the Company under any scheme were issued;
3. No remuneration or commission to the Whole-time Director of the
Company were paid from any of its subsidiaries;
4. No significant and material orders were passed by any regulatory
authority or courts or tribunals impacting the going concern status and
Company's operation in future;
5. No material changes and commitments occurred after the close of the
year till the date of this Report, which affect the financial position
of the Company.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and
State Governments, Banks, customers, vendors and the Company's valued
investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Sd/
Place : New Delhi Amar Singh
Dated : 14th August, 2015 (Chairman)
Mar 31, 2014
To The Shareholders,
The Directors have pleasure in presenting NINETEENTH ANNUAL REPORT and
Audited Statements of Accounts for the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS
Your Company''s financial performance for the year under review is
summarized below :
Consolidated
Particulars Year ended Year ended
31.03.2014 31.03.2013
Revenue from operations 492,139,870 513,568,010
Other Income 59,688,176 36,063,823
Total Revenue 551,828,046 549,631,833
Total expenses other than depreciation & 374,443,112 402,879,249
finance cost
Profit before depreciation and finance cost 177,384,934 146,752,584
Depreciation 101,869,576 65,477,143
Profit before finance cost and tax 75,515,358 81,275,441
Finance cost 199,444,899 105,877,929
Profit before tax (123,929,542)(24,602,488)
Tax expenses (21,102,578)(53,879,980)
Net profit for the period (102,826,964) 29,277,492
Earnings per equity share of Rs. 10 each (4.96) (0.15)
(Basic & Diluted)
Standalone
Year ended Year ended
Particulars 31.03.2014 31.03.2013
Revenue from operations 387,496,742 487,475,616
Other Income 62,714,317 34,693,429
Total Revenue 450,211,058 522,169,045
Total expenses other than depreciation & 306,322,903 395,560,345
finance cost
Profit before depreciation and finance cost 143,888,155 126,608,700
Depreciation 49,546,126 48,551,370
Profit before finance cost and tax 94,342,029 78,057,330
Finance cost 87,858,868 67,415,355
Profit before tax 6,483,161 10,641,975
Tax expenses (15,585,185) (52,684,264)
Net profit for the period 22,068,346 63,326,239
Earnings per equity share of Rs. 10 each 0.80 2.30
(Basic & Diluted)
APPROPRIATION
Your Directors recommend appropriation as under : (Rs)
STANDALONE Year ended Year ended
31.03.2014 31.03.2013
Surplus as at end of previous year 586,645,697 549,058,359
Add: Net profit for the year 22,068,346 63,326,239
Available for appropriation 608,714,044 612,384,598
Less: Proposed dividend 13,750,000 22,000,000
Less: Tax on dividend 2,336,813 3,738,900
Less: Transfer to General Reserve - -
Total Appropriation 16,086,813 25,738,900
Surplus carried forward 592,627,230 586,645,697
DIVIDEND
Your Directors recommend payment of dividend @ 5% on the paid up share
capital of the Company, i.e. Rs. 0.50/- per equity share of Rs. 10/- each.
OPERATIONS
The Company is primarily engaged in power generation, infrastructure
development, such as construction of bridges, hydro projects including
operation and maintenance thereof, supply of materials etc. In order to
avoid duplication between the Directors'' Report and Management
Discussion and Analysis Report, your Directors have provided detailed
information on the operation of different business segments of the
Company, in the Management Discussion and Analysis Report.
SUBSIDIARY COMPANIES
The Company is developing several hydro power projects in the States of
Arunachal Pradesh, Uttarakhand and Kerala, through its various wholly
owned subsidiaries viz :
1. Ayyappa Hydro Power Limited (Operating 15 MW Karikkayyam Hydro
Electric Project).
2. EDCL Power Projects Limited (Operating 7MW Ullunkal Hydro Electric
Project).
3. EDCL - Seppa Beyong Hydro Electric Private Limited.
4. EDCL - Seppa Dunkho Hydro Electric Private Limited.
5. EDCL - Seppa Jung Power Private Limited.
6. EDCL - Seppa Kawa Power Private Limited.
7. EDCL - Seppa Lada Hydro Electric Private Limited.
8. EDCL - Seppa Marjingla Hydro Electric Private Limited.
9. EDCL - Seppa Nire Hydro Electric Private Limited.
10. EDCL - Seppa Pachuk Power Private Limited.
11. EDCL - Seppa Riang Power Private Limited.
12. EDCL - Tawang Power Private Limited.
13. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited.
14. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited.
15. Eastern Ramganga Valley Hydel Projects Co. Private Limited.
16. Sarju Valley Hydel Projects Co. Private Limited.
Besides these, the Company is also having two more wholly owned
subsidiaries viz. EDCL - Arunachal Projects Private Limited and
Arunachal Hydro Power Limited.
The Company is executing 12 hydro electric projects in the State of
Arunachal Pradesh having an aggregate capacity of 555 MW (approx),
which may vary on finalization of Detailed Project Report (DPR). The
total expenses for these projects in the State of Arunachal Pradesh as
on 31.03.2014 is Rs. 1,888,537,365/-.
3 projects at Uttarakhand are having an aggregate capacity of about 17
MW. DPR for all the 3 projects has been approved. The total expenses
for these projects in the State of Uttarakhand as on 31.03.2014 is Rs.
250,880,082/.
In the State of Kerala, a subsidiary is operating 15 MW Karikkayam
Hydel Power Project.
Another subsidiary is operating the 7 MW Ullunkal Hydro Electric
Project. An application has been filed by the Company with Kerala State
Electricity Regulatory Commission (KSERC) for revisions of approved
tariff which is still pending. The Power Purchase Agreement (PPA) will
be signed with the Kerala State Electricity Board (KSEB) once the
tariff is finalised.
The Consolidated Financial Statements (CFS) of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21 issued
by the Institute of Chartered Accountants of India, forms part of this
Annual Report.
In line with the General Circular No. 2 / 2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, the Board of Directors of
your Company has passed a resolution for giving its consent for not
attaching the financial statements of subsidiaries to the Balance Sheet
of the Company for the year ended 31st March, 2014. Accordingly, a
financial summary for all the subsidiaries giving the required
information is disclosed in the CFS. The accounts of the subsidiary
companies and the related information will be made available to any
shareholder seeking such information. The accounts of the subsidiary
companies are also available for inspection by any shareholder at the
registered / corporate office of the Company or at the registered
office of the subsidiary companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion and Analysis Report for the year
under review, is attached as ''Annexure A'' and forms part of this Annual
Report.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges. A report on Corporate Governance
together with the Auditor''s Certificate on the compliance of
requirements of Corporate Governance is given in ''Annexure B'' and forms
part of this Report. Further, a declaration signed by the Executive
Director, affirming compliance with the Code of Conduct by all the
Board members and senior management personnel along with a Certificate
from the Executive Director (CEO) / General Manager - Commercial (CFO)
required under clause 49(V) of the Listing Agreement are also attached
with ''Annexure B''.
DIRECTORS
Mr. Anil Gupta (DIN : 00079399) has been appointed as an Additional
Director (Independent) on 11.08.2014. In pursuance of Section 161 of
the Companies Act, 2013, he shall cease to be director of the Company
from the conclusion of the ensuing Annual General Meeting. Notices
under section 160 of the Companies Act, 2013 has been received from
shareholders signifying his intention to propose the name of Mr. Anil
Gupta, as Director of the Company.
Mrs. Pankaja Kumari Singh (DIN : 00199454) and Mr. Sanjay Kumar Gupta
(DIN : 01538117), Directors, retire by rotation and being eligible
offer themselves for re-appointment.
In terms of provisions of the Companies Act, 2013 Mr. Gouri Prasad
Goenka (DIN : 00030302), Mr. Tarun Chaturvedi (DIN : 02309045) and Mr.
Vijoy Kumar (DIN : 02970626) who were appointed as Rotational Directors
in the category of Independent Non- Executive Directors have become
Non-Rotational Directors. In Compliance with the same, the Board
recommends their appointment as Non-Rotational directors in the
category of Independent Non-Executive Directors in the forthcoming
Annual General Meeting.
The brief resume and other details relating to the Directors, who are
to be appointed / re-appointed are furnished in the Notice of Annual
General Meeting forming part of the Annual Report.
Your Board has also received Form ''DIR-8'' pursuant to Section 164(2) of
the Companies Act, 2013 read with the Companies (Appointment &
Disqualification of Directors) rules, 2014 from the aforementioned
Directors confirming that they have not incurred any disqualification
under Section 164(2) of the Companies Act, 2013. Your Board recommends
their re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 with regard to the Directors'' Responsibility Statement,
your Board confirms that :-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
(b) the Directors have selected such accounting policies and 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 as at the end of the financial year on 31st March, 2014
and of the Profit or Loss of the Company, for the year ended on that
date;
(c) 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;
(d) the Directors have prepared the annual accounts on a going concern
basis.
PARTICULARS OF ENERGY CONSERVATION, ETC.
Particulars in respect of conservation of energy and technology
absorption required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, are given in ''Annexure C'', attached
hereto and forms part of this report. There were no foreign exchange
earning during the Financial Year 2013 - 2014, however, foreign
exchange have been used for the purposes of travelling etc. details
whereof are also given in the "Annexure C".
AUDITORS
The Auditors, M/s. Lodha & Co., Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting and being eligible
under Section 139 of the Companies Act, 2013, offer themselves for
re-appointment. Your Board recommends their re- appointment for a
further period of 3 years from the conclusion of the ensuing Annual
General Meeting, till the conclusion of the 22nd Annual General
Meeting.
M/s. Lodha & Co., Chartered Accountants bearing ICAI Registration No.
301051E are proposed to be appointed as Auditors of the Company from
the conclusion of the ensuing Annual General Meeting till the
conclusion of the 22nd Annual General Meeting of the Company held
thereafter, subject to ratification of the appointment by the members
at the 20th & 21st Annual General Meetings.
As required under Section 139 of the Companies Act, 2013, the company
has obtained a written consent from M/s. Lodha & Co., to such
appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the Rules made there under, as may be
applicable.
AUDITORS'' REPORT
The Auditors'' Report to the members on the Accounts of the Company for
the financial year ended on March 31, 2014 does not contain any
qualification.
COST AUDITORS
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co.,
Cost Accountant, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as
the Cost Auditor of your Company to conduct Cost Audit for the
Financial Year 2014 - 2015.
PERSONNEL
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are given in ''Annexure D'', attached hereto and forms part
of this report.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and
State Governments, Banks, customers, vendors and the Company''s valued
investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
for Energy Development Company Limited
Sd/-
Place : Kolkata Amar Singh
Date : 11th August, 2014 Chairman
Mar 31, 2013
To The Shareholders,
The Directors have pleasure in presenting EIGHTEENTH ANNUAL REPORT and
Audited Statements of Accounts for the year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS
Your Company''s financial performance for the year under review is
summarized below :
(Rs.)
Consolidated Standalone
Particulars Year ended Year ended Year ended Year ended
31.03.2013 31.03.2012 31.03.2013 31.03.2012
Revenue from
operations 513,568,010 650,134,564 487,475,616 602,602,159
Other Income 36,063,823 98,422,002 34,693,429 101,660,233
Total Revenue 549,631,833 748,556,567 522,169,045 704,262,393
Total expenses
other than
depreciation &
finance cost 402,879,249 480,008,345 395,560,345 469,956,123
Profit before
depreciation
and finance
cost 146,752,584 268,548,222 126,608,700 234,306,270
Depreciation 65,477,143 62,616,830 48,551,370 45,356,595
Profit before
finance cost
and tax 81,275,441 205,931,392 78,057,330 188,949,675
Finance cost 105,877,929 115,408,729 67,415,355 77,235,012
Profit before
tax (24,602,488) 90,522,663 10,641,975 111,714,663
Tax expenses (53,879,980) 18,883,865 (52,684,264) 20,169,235
Net profit
for the period 29,277,492 71,638,798 63,326,239 91,545,428
Earnings per
equity share
of Rs.10 each
[Basic & Diluted] 1.06 2.61 2.30 3.33
APPROPRIATION
Your Directors recommend appropriation as under : ( Rs. )
STANDALONE Year ended Year ended
31.03.2013 31.03.2012
Surplus as at end of previous year 551,346,995 498,154,992
Add: Net profit for the year 63,326,239 91,545,428
Available for appropriation 614,673,234 589,700,420
Less: Proposed dividend 22,000,000 33,000,000
Less: Tax on dividend 3,738,900 5,353,425
Less transfer to General Reserve - 2,288,636
Total Appropriation 25,738,900 406,420,061
Surplus carried forward 588,934,334 549,058,359
DIVIDEND
Your Directors recommend payment of dividend @ 8% on the paid up share
capital of the Company, i.e. Rs. 0.80/- per equity share ofRs. 10/-each.
The Company has been paying dividend consistently ©10% since 2005-06
and in the previous financial year it has paid dividend ®12%. Due to
poor rainfall, generation of electricity was low as compared to the
previous financial year. This caused an impact on the profitability of
the Company in the current financial year. However, in order to
maintain average dividend rate of 10%, your Directors recommend payment
of dividend @8% in the current financial year.
OPERATIONS
The Company is primarily engaged in power generation, infrastructure
development, such as construction of bridges, hydro projects including
operation and maintenance thereof, supply of materials etc. In order to
avoid duplication between the Directors'' report and Management
Discussion and Analysis, your Directors have provided detail
information on the operation of different business segments of the
Company, in the Management Discussion and Analysis Report.
SUBSIDIARY COMPANIES
The Company is developing several hydro power projects in the States of
Arunachal Pradesh, Uttarakhand and Kerala, through its various wholly
owned subsidiaries viz :
1. Ayyappa Hydro Power Limited
2. EDCL Power Projects Limited (Operating 7MW Ullunkal Hydro Electric
Project)
3. EDCL - Seppa Beyong Hydro Electric Private Limited
4. EDCL - Seppa Dunkho Hydro Electric Private Limited
5. EDCL - Seppa Jung Power Private Limited
6. EDCL - Seppa Kawa Power Private Limited
7. EDCL - Seppa Lada Hydro Electric Private Limited
8. EDCL - Seppa Marjingla Hydro Electric Private Limited
9. EDCL - Seppa Nire Hydro Electric Private Limited
10. EDCL - Seppa Pachuk Power Private Limited
11. EDCL - Seppa Riang Power Private Limited
12. EDCL - Tawang Power Private Limited
13. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
14. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
15. Eastern Ramganga Valley Hydel Projects Co. Private Limited
16. Sarju Valley Hydel Projects Co. Private Limited
Besides these, the Company is also having two more wholly owned
subsidiaries viz. EDCL - Arunachal Projects Private Limited and
Arunachal Hydro Power Limited.
The Company is executing 12 hydro electric projects in the State of
Arunachal Pradesh having an aggregate capacity of 555 MW (approx),
which may vary on finalization of Detailed Project Report (DPR). The
total expenses for these projects in the State of Arunachal Pradesh as
on 31.03.2013 is Rs. 164,87,55,037/-.
3 projects at Uttarakhand are having an aggregate capacity of about 17
MW. DPR for all the 3 projects has been approved. The total expenses
for these projects in the State of Uttarakhand as on 31.03.2013 is Rs.
19,64,05,826/-.
In the State of Kerala, a subsidiary is developing 15 MW Karikkayam
Hydel Power Project. The total expenses of the project as on 31.03.2013
isRs. 136,77,45,768/-.
Another subsidiary is operating the 7 MW Ullunkal Hydro Electric
Project. An application has been filed by the Company with Kerala State
Electricity Regulatory Commission (KSERC) for revision of approved
tariff which is still pending. The Power Purchase Agreement (PPA) will
be signed with the Kerala State Electricity Board (KSEB) once the
tariff is finalised.
The Consolidated Financial Statements (CFS) of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21 issued
by the Institute of Chartered Accountants of India, forms part of this
Annual Report. The Auditors in their Report on the CFS have expressed
their inability to ascertain and indicate the impact of delay in
implementation of project, by Ayyappa Hydro Power Limited as explained
in Note no. 26 (ii) of CFS. Pursuant to Section 217(3) of the Companies
Act, 1956 with regard to the aforesaid comments of the Auditors, your
Board wishes to draw your kind attention to the explanation given in
Note no. 26 (ii) of the CFS and also inform that the pre-operative and
other costs incurred for the project has been carried as capital work
in progress as on date and any impact thereon due to cost overrun will
be ascertained only on completion of the project.
In line with the General Circular No. 2 / 2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, the Board of Directors of
your Company has passed a resolution for giving its consent for not
attaching the financial statements of subsidiaries to the Balance Sheet
of the Company for the year ended 31st March, 2013. Accordingly, a
financial summary for all the subsidiaries giving the required
information is disclosed in the CFS. The accounts of the subsidiary
companies and the related information will be made available to any
shareholder seeking such information. The accounts of the subsidiary
companies are also available for inspection by any shareholder at the
registered / corporate office of the Company or at the registered
office of the subsidiary companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion and Analysis Report for the year
under review, is attached as ''Annexure A'' and forms part of this Annual
Report.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges. A report on Corporate Governance
together with the Auditor''s Certificate on the compliance of
requirements of Corporate Governance is given in ''Annexure B'' and forms
part of this Report. Further, a declaration signed by the Executive
Director, affirming compliance with the Code of Conduct by all the
Board members and senior management personnel along with a Certificate
from the Executive Director (CEO) / Dy. General Manager - Commercial
(CFO) as required under clause 49(V) of the Listing Agreement are also
attached with ''Annexure B''.
DIRECTORS
Mr. Vijoy Kumar and Mr. Tarun Chaturvedi, Directors, retires by
rotation and being eligible offer themselves for re-appointment.
Your Board has also received Form ''DD-A'' pursuant to the Companies
(Disqualification of Directors under Section 274(l)(g) of the Companies
Act, 1956) Rules, 2003, from the aforementioned Directors confirming
that they have not incurred any disqualification under Section
274(l)(g) of the Companies Act, 1956. Your Board recommends their
re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 with regard to the Directors'' Responsibility Statement, your
Board confirms that:-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures.
(b) the Directors have selected such accounting policies and 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 as at the end of the financial year on 31st March, 2013
and of the Profit or Loss of the company, for the year ended on that
date.
(c) 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.
(d) the Directors have prepared the annual accounts on a going concern
basis.
PARTICULARS OF ENERGY CONSERVATION, ETC
Particulars in respect of conservation of energy and technology
absorption required under Section 217(l)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, are given in Annexure C, attached
hereto and forms part of this report. There were no foreign exchange
earning during the Financial Year 2012 - 2013, however, foreign
exchange have been used for the purposes of travelling etc. details
whereof are also given in the "Annexure C".
AUDITORS
The Auditors, M/s. Lodha & Co., Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting and being eligible
under Section 224(1B) of the Companies Act,1956, offer themselves for
re-appointment. Your Board recommends their re- appointment from the
conclusion of the ensuing Annual General Meeting, till the conclusion
of the next Annual General Meeting.
COST AUDITORS
The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co.,
Cost Accountant, of 11A, Dover Lane, Flat Bl/34, Kolkata - 700029 as
the Cost Auditor of your Company to conduct Cost Audit for the
Financial Year 2013 - 2014.
PERSONNEL
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are given in Annexure D'', attached hereto and forms part of
this report.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and
State Governments, Banks, customers, vendors and the Company''s valued
investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
for Energy Development Company Limited
Sd/-
Place: Kolkata Amar Singh
Date :12th August, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting SEVENTEENTH ANNUAL REPORT
and Audited Statements of Accounts for the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS
Your Company's financial performance for the year under review has been
encouraging and is summarized below :
(Rs.)
Consolidated Standalone
SI. Particulars Year ended Year ended Year ended Year ended
No. 31.03.2012 31.03.2011 31.03.2012 31.03.2011
1. Revenue from
operations 650,134,564 520,665,204 602,602,159 470,159,899
Other Income 98,422,002 48,048,424 101,660,233 47,982,478
Total Revenue 748,556,567 568,713,628 704,262,393 518,142,377
2. Total expenses
other than
depreciation &
finance cost 480,008,345 404,810,238 469,956,123 391,814,179
3. Profit before
depreciation
and finance
cost 268,548,222 163,903,390 234,306,270 126,328,198
4. Depreciation 62,616,830 59,085,423 45,356,595 41,804,491
5. Profit before
finance cost
and tax 205,931,392 104,817,967 188,949,675 84,523,707
6. Finance cost 115,408,729 20,071,114 77,235,012 5,122,333
7. Profit before
tax 90,522,663 84,746,853 111,714,663 79,401,374
8. Tax expenses 18,883,865 8,866,526 20,169,235 8,786,817
9. Net profit for
the period 71,638,798 75,880,327 91,545,428 70,614,557
10. Earnings per
share (EPS)
[Basic &
Diluted] 2.61 2.76 3.33 2.57
APPROPRIATION
Your Directors recommend appropriation as under : ( Rs. )
STANDALONE Year ended Year ended
31.03.2012 31.03.2011
Surplus as at end of
previous year 498,154,992 459,501,624
Add: Net profit for the year 91,545,428 70,614,557
Available for appropriation 589,700,420 530,116,181
Less: Proposed dividend 33,000,000 27,500,000
Less: Tax on dividend 5,353,425 4,461,188
Less: Transfer to General Reserve 2,288,636 -
Total Appropriation 406,420,061 31,961,188
Surplus carried forward 549,058,359 498,154,992
DIVIDEND
Your Directors recommend payment of dividend @ 12 % on the paid up
share capital of the Company, i.e. Rs. 1.20/- per equity share of Rs. 10/-
each.
OPERATIONS
The Company is primarily engaged in power generation, infrastructure
development, such as construction of bridges, hydro projects etc.
including operation and maintenance thereof, supply of materials etc.
In order to avoid duplication between the Directors' Report and
Management Discussion and Analysis, your Directors has provided
detailed information on the operation of different business segments of
the Company, in the Management Discussion and Analysis Report.
SUBSIDIARY COMPANIES
The Company is developing several hydro electric projects in the States
of Arunachal Pradesh, Uttarakhand and Kerala, through various wholly
owned subsidiaries viz :
1. Ayyappa Hydro Power Limited
2. EDCL Power Projects Limited (Operating 7 MW Ullunkal Hydro Electric
Project)
3. EDCL - Arunachal Projects Private Limited
4. EDCL - Seppa Beyong Hydro Electric Private Limited
5. EDCL - Seppa Dunkho Hydro Electric Private Limited
6. EDCL - Seppa Jung Power Private Limited
7. EDCL - Seppa Kawa Power Private Limited
8. EDCL - Seppa Lada Hydro Electric Private Limited
9. EDCL - Seppa Marjingla Hydro Electric Private Limited
10. EDCL - Seppa Nire Hydro Electric Private Limited
11. EDCL - Seppa Pachuk Power Private Limited
12. EDCL - Seppa Riang Power Private Limited
13. EDCL - Tawang Power Private Limited
14. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
15. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
16. Eastern Ramganga Valley Hydel Projects Co. Private Limited
17. Sarju Valley Hydel Projects Co. Private Limited
12 projects are being developed in the State of Arunachal Pradesh
having an aggregate capacity of about 555 MW, which may vary and the
final capacity would be determined on finalization of Detailed Project
Report (DPR). DPR of the projects are being prepared. Approval from
most of the concerned statutory authorities has been received. Land to
be acquired for the projects has been identified. The total expenses
incurred for these projects as on 31.03.2012 is Rs. 1,444,568,515/-.
In respect of 3 projects at Uttarakhand having an aggregate capacity of
about 17 MW, revised DPR are being prepared. The total expense for the
projects in the State of Uttarakhand as on 31.03.2012 is Rs.
155,210,237/-.
In the State of Kerala, a subsidiary is executing 15 MW Karikkayam
Hydel Power Project. The project is in the final stage of completion
and generation of electricity is likely to commence in the current
financial year. The total expense for the project as on 31.03.2012 is Rs.
1,056,773,170/-.
Another subsidiary is operating the 7 MW Ullunkal Hydro Electric
Project. An application has been filed by the Company with Kerala State
Electricity Regulatory Commission (KSERC) for revision of approved
tariff which is still pending. The Power Purchase Agreement (PPA) will
be signed with the Kerala State Electricity Board (KSEB) once the order
of the KSERC is received on the said application for the revision of
the approved tariff.
The Consolidated Financial Statements (CFS) of the Company and its
subsidiaries, prepared in accordance with Accounting Standard 21 issued
by the Institute of Chartered Accountants of India, forms part of this
Annual Report. The Auditors in their Report on the CFS have commented
upon Note No. 27 (ii) in respect of Ayyappa Hydro Power Limited, where
power plant is under construction. The delay in the project has no
impact on the capital work in progress as on date and any impact
thereon due to cost overrun can only be ascertained on completion of
the project.
In line with the General Circular No. 2/2011 dated 8th February 2011
issued by the Ministry of Corporate Affairs, the Board of Directors of
your Company has passed a resolution for giving its consent for not
attaching the financial statements of subsidiaries to the Balance Sheet
of the Company for the year ended 31st March 2012. Accordingly, A
financial summary for all the subsidiaries giving the required
information is disclosed in the CFS. The accounts of the subsidiary
companies and the related information will be made available to any
shareholder seeking such information. The accounts of the subsidiary
companies are also available for inspection by any shareholder at the
Registered/Corporate Office of the Company or at the Registered Office
of the subsidiary companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report for the year
under review, is attached as "Annexure A" and forms part of this Annual
Report.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges. A report on Corporate Governance
together with the Auditor's Certificate on the compliance of
conditions of Corporate Governance is given in "Annexure B" and forms
part of this Report. Further, a declaration signed by the Executive
Director, affirming compliance with the Code of Conduct by all the
Board members and senior management personnel along with a Certificate
from the Executive Director (CEO) / Dy. General Manager - Commercial
(CFO) required under clause 49(V) of the Listing Agreement are also
given in "Annexure B".
DIRECTORS
Mr. Amar Singh and Mr. Gouri Prasad Goenka, Directors, are liable to
retire by rotation and being eligible offer themselves for re-
appointment.
Your Board has also received Form 'DD-A' pursuant to the Companies
(Disqualification of Directors under Section 274(l)(g) of the Companies
Act, 1956) Rules, 2003, from the aforementioned Directors confirming
that they have not incurred any disqualification under Section 274(1
)(g) of the Companies Act, 1956. Your Board recommends their
re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 with regard to the Directors' Responsibility Statement, your
Board confirms that
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
(b) the selected accounting policies were applied consistently and the
Directors 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 as at the end of the financial year on 31st March, 2012 and of
the Profit or Loss of the Company, for the year ended on that date.
(c) 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.
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS OF ENERGY CONSERVATION, ETC.
Particulars in respect of Conservation of Energy and Technology
Absorption required under Section 217(l)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, are given in "Annexure C", attached
hereto and forms part of this report. There were no foreign exchange
earning during the financial year 2011-2012, however, foreign exchange
have been used for the purposes of travelling etc. details whereof are
also given in the "Annexure C".
AUDITORS
The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their
office at the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. They have furnished
a certificate to the effect that their proposed appointment, if made
will be in accordance with the limits specified under Section 224 (IB)
of the Companies Act, 1956. Your Board recommends their re-appointment
from the conclusion of the ensuing Annual General Meeting, till the
conclusion of the next Annual General Meeting.
COST AUDITORS
M/s. N. Radha Krishnan & Co., Cost Accountant of Kolkata has been
appointed as the Cost Auditor of your Company to conduct Cost Audit for
the Financial Year 2012-2013.
PERSONNEL
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are given in 'Annexure D', attached hereto and forms part
of this report.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Central and
State Governments, Banks, customers, vendors and the Company's valued
investors for their continued co-operation and support.
Your Directors also wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Sd/-
Place : Kolkata Amar Singh
Date : 17th July, 2012 Chairman
Mar 31, 2011
DIRECTORS' REPORT to the shareholders
The Directors have pleasure in presenting SIXTEENTH ANNUAL REPORT and
Audited Statements of Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended on 31st March,
2011 are summarized as under :
As on As on
31.03.2011 31.03.2010
(Rupees) (Rupees)
Gross Turnover 47,01,59,899 31,58,31,677
Operating Profit before Interest,
Depreciation & Tax 12,63,28,197 17,87,14,427
Interest and other Financial Charges 51,22,333 49,01,260
Depreciation 4,18,04,491 3,38,26,767
Net profit before Tax 7,94,01,373 13,99,86,401
Provision for Income Tax (including
tax for earlier years) 1,25,10,309 2,38,16,039
Provision for Deferred Tax . (37,23,492) 21,01,953
Net profit after Tax 7,06,14,556 11,40,68,409
Add: Balance brought forward from
previous year 45,95,01,624 37,76,06,840
Profit available for appropriation 53,01,16,180 49,16,75,249
Proposed Dividend 2,75,00,000 2,75,00,000
Corporate Tax on Dividend 46,73,625 46,73,625
Balance to be carried forward ' 49,81,54,993 45,95,01,624
DIVIDEND
Your Directors recommend payment of dividend @ 10 % on the paid - up
share capital of the Company, i.e. Re.l/- per equity share of Rs.10/-
each. The amount of dividend and tax thereon aggregates to Rs.3.217
crores.
OPERATIONS
The Company is primarily engaged in power generation and other
infrastructure development businesses such as construction of roads,
bridges, power plants including operation and maintenance thereof,
supply of equipments and auxiliaries for power plants etc. Detailed
information on the operations of different business segments of the
company are covered in the Management Discussion and Analysis Report,
attached herewith and forms a part of this Report.
NEW CONTRACTS
During the year under review the Company has received a number of
contracts valued at Rs.113 Crores (approx) in the States of
Maharashtra, Bihar and Tripura, inter alia for construction /
replacement of bridges, supply of main generating equipments /
auxiliaries etc., its erection, testing & commissioning and operation &
maintenance of Power House etc. to be completed within August, 2011 to
March, 2013.
NEW PROJECTS
The Government of Arunachal Pradesh has allotted 3 new Hydro Electric
Projects having an aggregate capacity of 143 MWs. The capacity of
existing 7 Hydro Electric Projects in Arunachal Pradesh has been
enhanced from 270 MWs to 373 MWs. The Company has also acquired 2 Hydro
Electric Projects having an aggregate capacity of 39 MWs situated in
the State of Arunachal Pradesh. Accordingly, the Company now has
altogether 12 Hydro Electric Projects having an aggregate capacity of
555 MWs in the State of Arunachal Pradesh. Your Company has also
acquired two private Limited Companies having 3 Hydro Electric Projects
having an aggregate capacity of 17 MWs in the State of Uttarakhand.
SUBSIDIARY COMPANIES
During the year under review Ayyappa Hydro Power Limited and EDCL Power
Projects Limited has been continued to be wholly owned Subsidiaries of
the Company. Several subsidiary companies were formed, during the year
for transferring individual projects to each such companies, in terms
of the Memorandum of Understanding entered into between the Company and
the Government of Arunachal Pradesh. Brief description of the
subsidiary companies, as on 31.03.2011 is given below :
1. Ayyappa Hydro Power Limited
The Company is executing a 15 MW Karikkayam Hydel Power Project, in the
State of Kerala. The Project is scheduled to be completed in two
phases. It is proposed to sale the entire generation from this unit to
the Kerala State Electricity Board (KSEB) under a Long term Power
Purchase Agreement (PPA). The first phase of the project is likely to
be operational in the current financial year and the relevant PPA is
also likely to be signed.
2. EDCL Power Projects Limited
The Company is operating the 7 MW Ullunkal Hydro Electric Project in
the State of Kerala. The procedural formalities regarding transfer of
the project from Energy Development Company Limited is yet to be
completed. Due to which the Power Purchase Agreement between the
Company and the KSEB for supply of electricity is yet to be signed.
However, the company is receiving interim payments from KSEB for supply
of electricity.
3. EDCL (Europe) Limited
The Company was incorporated as on 08.12.2010, but no capital
contribution has been made till 31.03.2011.
4. EDCL - Seppa Beyong Hydro Electric Private Limited
The Company is developing 40 MW Pakke Bung - I Hydro Electric Project
on Pakke Bung River in the East Kameng District of Arunachal Pradesh.
5. EDCL - Seppa Kawa Power Private Limited
The Company is developing 48 MW Marjingla Lower Hydro Electric Project
in the East Kameng District of Arunachal Pradesh.
6. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited
The Company is developing 50 MW Tsa Chu - I Hydro Electric Project in
the Tawang District of Arunachal Pradesh.
7. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited
The Company is developing 24 MW Tsa Chu - I Hydro Electric Project in
the Tawang District of Arunachal Pradesh.
8. EDCL - Seppa Nire Hydro Electric Private Limited
The Company is developing 15 MW Pakke Bung - IV Hydro Electric Project
in the East Kameng District of Arunachal Pradesh.
9. EDCL - Seppa Jung Power Private Limited
The Company is developing 24 MW Pakke Bung - III Hydro Electric Project
in the East Kameng District of Arunachal Pradesh.
10. EDCL - Tawang Power Private Limited
The Company is developing 90 MW Tsa Chu - II Hydro Electric Project in
the Tawang District of Arunachal Pradesh.
11. EDCL - Seppa Pachuk Power Private Limited
The Company is developing 84 MW Pachuk - I Hydro Electric Project in
the East Kameng District of Arunachal Pradesh.
12. EDCL - Seppa Dunkho Hydro Electric Private Limited
The Company is developing 60 MW Pachuk - II Hydro Electric Project in
the East Kameng District of Arunachal Pradesh.
13. EDCL - Seppa Lada Hydro Electric Private Limited
The Company is developing 45 MW Pachuk - II Lower Hydro Electric
Project in the East Kameng District of Arunachal Pradesh.
14. EDCL - Seppa Riang Power Private Limited
The Company is developing 15 MW Pakke Bung - II Hydro Electric Project
in the East Kameng District of Arunachal Pradesh.
15. EDCL - Seppa Marjingla Hydro Electric Private Limited
The Company is developing 60 MW Marjingla Hydro Electric Project in the
East Kameng District of Arunachal Pradesh.
16. EDCL - Arunachal Projects Private Limited
The Company was incorporated to oversee and facilitate various
implementation of projects in the State of Arunachal Pradesh.
17. Eastern Ramganga Valley Hydel Projects Co. Private Limited
The Company is executing 6.5 MW Burthing Small Hydro Electric Project
and 5 MW Phuliabagar Small Hydro Electric Project, in the State of
Uttarakhand.
18. Sarju Valley Hydel Projects Co. Private Limited
The Company is executing 5.5 MW Balighat Small Hydro Electric Project,
in the State of Uttarakhand.
In view of the exemption granted by the Ministry of Corporate Affairs,
Government of India, vide its general circular no. 2/2011 dated 8th
February, 2011, the Annual Accounts along with Report of Directors and
Auditors of Subsidiary Companies are not required to be attached with
the Annual Report of your Company. Shareholders desirous of obtaining
Report and Accounts of the abovementioned Subsidiary Companies may
obtain the same on request. Also, the Report and Accounts of the
Subsidiary Companies shall be available for inspection by Shareholders
at the Corporate Office of the Company and the Registered Office of the
Subsidiary Companies during the business hours.
The Consolidated Financial Statement prepared in accordance with the
Accounting Standard - 21 is annexed with the Annual Accounts of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion and Analysis Report for the year
under review, is given under a separate section and forms part of this
Report.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A report on Corporate Governance
together with the Auditor's Certificate on the compliance of conditions
of Corporate Governance is given in a separate section and forms part
of the Annual Report. Further, a declaration signed by the Executive
Director, affirming compliance with the Code of Conduct by all the
Board members and senior management personnel along with a Certificate
from the Executive Director (CEO) / Dy. General Manager - Commercial
(CFO) required under clause 49(V) of the Listing Agreement are also
given therein.
Mr. Sanjiv Saraf had been re-appointed as an Executive Director of the
Company w.e.f. 01.04.2011 and his proposed remuneration package in
detail has been given in the draft resolution of the Notice. No stock
option is given to Mr. Saraf.
CONSOLIDATED FINANCIAL STATEMENTS
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries as mentioned above which is prepared in compliance with
the accounting standards and listing agreements.
DIRECTORS
Mr. Vijoy Kumar and Mr. Tarun Chaturvedi had been appointed as an
Additional Director (Independent) on 25.07.2011and 08.08.2011
respectively. In pursuance of Section 260 of the Companies Act, 1956,
they shall cease to be directors of the Company from the conclusion of
the ensuing Annual General Meeting. Notices under section 257 of the
Companies Act, 1956 have been - received from shareholders signifying
their intention to propose the name of Mr. Vijoy Kumar and Mr. Tarun
Chaturvedi as Directors of the Company.
Mrs. Pankaja Kumari Singh and Mr. Sanjay Kumar Gupta, Directors, are
liable to retire by rotation and being eligible offer themselves for
re-appointment.
Your Board has also received Form 'DD-A' pursuant to the Companies
(Disqualification of Directors under Section 274(l)(g) of the Companies
Act, 1956) Rules, 2003, from the aforementioned directors confirming
that they have not incurred any disqualification under Section
274(l)(g) of the Companies Act, 1956. Your Board recommends their
re-appointment.
Mr. Sanjiv Saraf, Executive Director was appointed for a period of
three years, which ended on 31st march, 2011. Your Board has
reappointed him for a further period of 3 years w.e.f. 1st day of
April, 2011 and also revised his remuneration package. Your Board
recommend passing of the special resolution for his re-appointment, as
per the terms and conditions, set out in the draft resolution in the
Notice calling the Annual General Meeting.
Mr. Inder Chand Jain, Director resigned w.e.f. 10.02.2011. Mr. Amitabh
Bachchan and Mr. Harshavardhan Neotia Directors, have resigned w.e.f.
25.07.2011 from the Board of Directors of your Company. Your Board
places on record its appreciation to the immense services rendered by
them, during their tenure as Director. The term of office of Mr. Amar
Singh, as an Executive Chairman has ended on 31st July, 2011. Mr. Singh
has expressed his inability to continue as an Executive Chairman, due
to the paucity of time. Accordingly, the Board has appointed Mr. Amar
Singh as a Non - Executive Chairman w.e.f. 01.08.2011.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 with regard to the Directors' Responsibility Statement, your
Board confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
(b) the selected accounting policies were applied consistently and the
Directors 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 as at the end of the financial year on 31st March, 2011 and of
the Profit or Loss of the company, for the year ended on that date.
(c) 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.
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS OF ENERGY CONSERVATION, ETC.
Particulars in respect of conservation of energy and technology
absorption required under Section 217(l)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, are given in a separate annexure,
attached hereto and forms part of this report. There were no foreign
exchange earning during the Financial Year 2010 - 2011, but foreign
exchange have been used for the purposes of travelling etc. details
whereof are given in the annexure.
AUDITORS
The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their
office at the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. They have furnished
a certificate to the effect that their proposed appointment, if made
will be in accordance with the limits specified under Section 224 (IB)
of the Companies Act, 1956. Your Board recommends their re-appointment
from the conclusion of the ensuing Annual General Meeting, till the
conclusion of the next Annual General Meeting.
COST AUDITORS
M/s. N. Radha Krishnan & Co., Cost Accountant of Kolkata has been
re-appointed as the Cost Auditor of your Company to conduct Cost Audit
for the Financial Year 2011 - 2012.
PERSONNEL
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are given in a separate annexure, attached hereto and forms
part of this report.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Banks, Central
and State Governments and the Company's valued investors for their
continued co-operation and support.
Your Directors wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Place: Kolkata Sd/- Sanjiv Saraf, Executive Director
Date: 8th August, 2011 Sd/- Sanjay Kumar Gupta, Director
Mar 31, 2010
The Directors have pleasure in presenting FIFTEENTH ANNUAL REPORT and
Audited Statements of Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended on 31st March,
2010 are summarized as under:-
As on As on
31.03.2010 31.03.2009
(Rupees) (Rupees)
Gross Turnover 315,831,677 1,172,362,388
Operating Profit before Interest,
Depreciation & Tax 178,714,427 269,017,951
Interest and other Financial Charges 4,901,260 5,922,062
Depreciation 33,826,767 38,360,685
Net profit before Tax 139,986,401 224,735,204
Provision for Income Tax & F.B.T. 23,816,039 31,700,000
Provision for Deferred Tax 2,101,953 25,267,488
Net profit after Tax 114,068,409 167,767,716
Add: Balance brought forward from
previous year 377,606,840 242,012,749
Profit available for appropriation 491,675,249 409,780,465
Proposed Dividend 27,500,000 27,500,000
Corporate Tax on Dividend 4,673,625 46,73,625
Balance to be carried forward 459,501,624 377,606,840
DIVIDEND
Your Directors recommend payment of dividend @ 10 % i.e. Re.1/- per
equity share of Rs.10/- each. The amount of dividend and tax thereon
aggregates to Rs.3.217 crores.
OPERATIONS
The Company is engaged in power generation and other infrastructure
development businesses such as construction of roads, power plants,
bridges, buildings and operation and maintenance of power plants etc.
Detailed information on the operations of different business segments
of the company are covered in Management Discussion and Analysis
Report, attached herewith.
NEW CONTRACTS
During the financial year ended on 31.03.2010 the company has received
following new contracts :
i. Sub-contract for supply and erection of 33/11 KV and LT systems,
distribution, sub-stations etc. in the state of Manipur, for Rs.56.70
crores to be completed in 18 months.
ii. Contract for "Earthwork in filling with required compaction in
Railway embankment approach road, back filling of platform wall etc.
blanketing, turfing, construction of minor bridges etc. and other
miscellaneous works" from Eastern Railway, Kolkata, for Rs. 19.50
Crores to be completed in 15 months.
SUBSIDIARY COMPANIES
The Company had following subsidiaries as on 31st March, 2010 :
1. Ayyappa Hydro Power Limited is continued to be a 100% subsidiary of
the Company.
The Company is executing a 15 MW Karikkayam Hydel Power Project, in the
State of Kerala. The Project is scheduled to be completed in two
phases. It is proposed to sale the entire generation from this unit to
the Kerala Electricity Board under Long term Power Purchase Agreement
(PPA). The PPA is yet to be signed. Barring unforeseen circumstances
the first phase of the project is likely to be operational in the
financial year 2010-11.
2. EDCL Power Projects Limited became 100% subsidiary of the Company,
during the year.
The 7 MW Ullunkal Hydro Electric Project has been transferred to this
company, w.e.f. 01.04.2009.
The statement pursuant to section 212 of the Companies Act, 1956 in
respect of the subsidiary companies, is separately annexed and forms
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock
exchanges, the Management Discussion and Analysis Report for the year
under review, is given under a separate section and forms part of this
Report.
MATERIAL CHANGES AND COMMITMENTS
During the current Financial Year (from 01.04.2010 to the signing of
this report)
a) Your Company has received various contracts for construction /
replacement of bridges by the Government of Tripura valued at approx.
Rs. 81.53 Crores, to be completed in 2 years.
b) The Company has also received letters of intent from the Government
of Bihar for supply of main generating equipment / auxiliaries etc. for
its power projects for one year, valued at approx. Rs. 11.41 Crores.
c) In the previous year the company has been allotted 7 Hydro Electric
Projects of various sizes, aggregating 270 MWs on BOOT basis, by the
Government of Arunachal Pradesh. After detailed studies the capacity of
these projects have been enhanced by 103 MWs. In addition the company
has also been allotted 3 new Hydro Electric Projects aggregating 143
MWs on BOOT basis. Accordingly, the company now has altogether 10
projects having an aggregate capacity of 516 MWs in Arunachal Pradesh.
d) The 6 MW Harangi Stage II, Hydro Electric Power Plant at Hulugunda
Village, Harangi Dam site, Kodagu District has been commissioned w.e.f.
30th August, 2010.
e) The Scheme of arrangement under Section 391 and 394 of the Companies
Act, 1956, entered into between Energy Development Company Limited, and
its wholly owned subsidiaries viz., EDCL Power Projects Limited and
Dhanashree Projects Limited have been sanctioned by the Honble High
Courts at Bangalore and Calcutta. Vide these Orders Dhanashree Project
Limited has been amalgamated with the Company and 7 MW Ullunkal Hydro
Electric Project has been transferred to EDCL Power Projects Limited
w.e.f. 01.04.2009.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges. A report on Corporate Governance
together with the Auditors Certificate on the compliance of conditions
of Corporate Governance is given in a separate section and forms part
of the Annual Report. Further, a declaration signed by the Executive
Director, affirming compliance with the Code of Conduct by all the
Board members and senior management personnel along with a Certificate
from the Executive Director (CEO) / Dy. General Manager - Commercial
(CFO) required under clause 49(V) of the Listing Agreement are also
given therein.
CONSOLIDATED FINANCIAL STATEMENTS
The directors also present the audited consolidated financial
statements incorporating the duly audited financial statements of the
subsidiaries, viz. Ayyappa Hydro Power Limited and EDCL Power Projects
Limited, as prepared in compliance with the accounting standards and
listing agreements.
DIRECTORS
Mr. Amar Singh, Mr. Harshavardhan Neotia and Mr. Sanjiv Saraf,
Directors, retire by rotation and being eligible offer themselves for
re-appointment. Your Board has also received Form DD-A pursuant to
the Companies (Disqualification of Directors under Section 274(l)(g) of
the Companies Act, 1956) Rules, 2003, confirming that they have not
incurred any disqualification under Section 274(1 )(g) of the Companies
Act, 1956. Your Board recommends their re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956 with regard to the Directors Responsibility Statement, your
Board confirms that :-
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures;
(b) the selected accounting policies were applied consistently and the
Directors 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 as at the end of the financial year on 31st March, 2010 and of
the Profit or Loss of the company, for the year ended on that date;
(c) 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;
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS OF ENERGY CONSERVATION, ETC.
Particulars in respect of conservation of energy and technology
absorption required under Section 217(l)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, are given in a separate annexure,
attached hereto and forms part of this report. There is no foreign
exchange earning or outgo.
AUDITORS
The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their
office at the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. They have furnished
a certificate to the effect that their proposed appointment, if made
will be in accordance with the limits specified under Section 224 (IB)
of the Companies Act, 1956. Your Board recommends their re-appointment
from the conclusion of the ensuing Annual General Meeting, till the
conclusion of the next Annual General Meeting.
PERSONNEL
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are given in a separate annexure, attached hereto and forms
part of this report.
ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation to the Banks, Central
and State Governments and the Companys valued investors for their
continued co-operation and support.
Your Directors wish to acknowledge the support and valuable
contributions made by the employees, at all levels.
For and on behalf of the Board
For Energy Development Company Limited
Place : New Delhi Sd/-Amar Singh
Date : 15th November, 2010 (Chairman)