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Directors Report of Entegra Ltd.

Mar 31, 2015

The Directors present herewith the 20th Annual Report on the business of the Company, together with the Financial Statements for the financial year ended March 31, 2015.

The Company had obtained permission from the Registrar of Companies for holding the Annual General Meeting before end of December 2015.

RESULT OF OPERATIONS

The summarized financial highlights of the Company for the year ended March 31st, 2015 are as follows:

(Rs. in Lacs)

Particulars Financial Year ended

Standalone Consolidated

31/03/2015 31/03/2014 31/03/2015 31/03/2014

Total Income 20.25 29.13 12.77 12.11

Profit/(loss) before Interest, Depreciation (60.41) (180.29) (68.53) (186.31)

& Tax (EBITDA)

Finance Charges 330.96 4986.97 22.13 2201.52

Depreciation 11.71 1.30 12.02 13.19

Provision for Income Tax

(including for earlier years) Nil Nil (0.03) Nil

Net Profit/(Loss) After Tax (403.08) (5168.56) (102.67) (2401.02)

Profit/(Loss) brought forward from previous year (23035.40) (17866.84) (15179.85) (12778.82

Amount transferred consequent to Scheme Nil Nil Nil Nil

of Merger

Profit/(Loss) carried to Balance Sheet (23438.48) (23035.40) (15282.49) (15179.85)

*previous year figures have been regrouped/rearranged wherever necessary.

DIVIDEND

Directors do not recommend any dividend.

THE YEAR IN RETROSPECT

There has been no business activity during the year except follow-up work that was done for restart of construction activities of the 10 * 40 MW Maheshwar Hydro Power Project.

Finalization of funding arrangements to complete the partially ready 40x10 MW Hydro Power Project of the Subsidiary Company Shree Maheshwar Hydel Power Corporation Limited (SMHPCL) is under finalization. Your company has been successful in identifying and introducing to the Lenders of SMHPCL an International Investor who has offered to arrange full funds to complete the Project and also substitute existing high cost debt with low cost ones. Your management is hopeful that the Lenders of SMHPCL will not unreasonably delay their confirmations to the offerso that early resumption of work and its fast commissioning is rendered possible. Such an event will have a great impact on your Company's future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Review of operations and performance of the Company is covered under a separate Statement as 'Management Discussion and Analysis Report' forming part of this Annual Report.

CORPORATE GOVERNANCE

Review on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a certificate from M/s Roy Jacob & Co., Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith and forms part of the Annual Report.

CAPITAL/ FINANCE

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 3,17,15,30,090/-, comprising 31,71,53,009 Equity shares of Rs.10/- each.

BUSINESS OUTLOOK & PLANS

The Company is making efforts to ensure that during the current year the Maheshwar Project becomes operational with the first 3 turbines apart from commencement of construction work for installing the remaining seven Turbines.

DIRECTORS

In terms of the Articles of Association of the Company, Mr. Warij A. Kasliwal, Director and Mr. Alok Sinha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Their brief profile is included in the Report on Corporate Governance forming part of the Annual Report. Your Directors recommend their re-appointment at the forthcoming Annual General Meeting.

Your Director Mr. P L Nene resigned from the board of the Company in August 2015 due to health reasons. The Directors wish to place on record their gratitude for the valuable contribution by Mr. Nene during his association with the Company.

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 sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has 3 Subsidiaries as on March 31, 2015 namely

a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)

b. Ennertech Biofuels Limited (EBL)

c. Rajasthan Solar Power Company Private Limited (RSPCPL).

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries. It may, however, be noted that the audited accounts of the Subsidiary Shree Maheshwar Hydel Power Corporation Limited is not yet available due to pending decision on applicability of couple of Accounting Standards for drawing up the Accounts which will have a critical bearing on their financial statements. Hence, the Un-audited Financial Statements, as taken on record by the Board of Directors of Shree Maheshwar Hydel Power Corporation Limited, has been consolidated with the audited Financial Statements of your Company.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company.

Board's observations to the Qualifications in the Auditor's Report:

(1) Non provision of Interest payable to EARCL referred to in (i) under Qualified Opinion: The management is under discussions with Edelweiss for One-time Settlement of Company's dues and which will get firmed up on commissioning of Maheshwar Project. Your management is confident of waiver of total interest payments to the ARC. Hence no provision for accrued interest has been made in the Books.

(2) We have reasons to believe that the Developer to whom the deposit was made has started the work related to revival of their Project. Under the circumstances we are confident that the Company shall be provided with the rent-free area in the developed property in the next 18 months.

DEMATERIALISATION OF SHARES

The trading in equity shares of the company is permitted only in dematerialized form. A total of 96.53% shares are held in dematerialized form with NSDL and CDSL as on 31st March, 2015.

AUDIT COMMITTEE:-

In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Audit committee which currently consists of Mr. Jagdish Capoor – (Chairman of Audit Committee), Mr. Ajit Kapadia and Mr. Alok Sinha.

AUDITORS AND AUDITORS' REPORT

M/s, Shyam Malpani& Associates, Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Shyam Malpani & Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors Report are self – explanatory and do not call for any comments.

SECRETARIAL AUDITORS

The Board had appointed M/s Roy Jacob & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size, scale and complexity of its operations. The Internal Control System provides reasonable assurance with regard to recording and providing reliable information, compliance with applicable laws, rules and regulations.

The Audit Committee reviews Audit Reports submitted by the Internal Auditors M/s SMNP & Co, Chartered Accountants on a regular basis.

RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk Management Plan. The Company has a Business Risk management framework to identify and evaluate business risks and opportunities. This framework minimizes adverse impact of on business objectives and enhances your Company's competitive advantage. In accordance with the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has Whistleblower Policy and Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Whistleblower Policy and Vigil Mechanism is uploaded on the website of the Company.

SEXUAL HARRASMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 and/or Clause 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval.

The disclosure on Related Party Transactions is made in the Financial Statement of the Company. The prescribed form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as a separate Annexure.

FIXED DEPOSITS

The Company has not accepted any Deposits and such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments are given in the notes to the financial statements.

PARTICULARS OFEMPLOYEES

During the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has no employees who were in receipt of the remuneration of Rs.60,00,000/- or more per annum during the year ended 31st March 2015 or Rs. 5,00,000/- or more per month during any part of the said year.

CONSERVATION OFENERGY AND TECHNOLOGY ABSORPTION

Being a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keep pace with the technology revolution, your Company is taking necessary steps in utilizing modern and advanced technology.

NUMBER OF MEETINGS OF THE BOARD

The number of meetings held during the year is mentioned in detail in the Corporate Governance Report that forms a part of this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure A.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the Annual Accounts for the Financial Year ended 31st March 2015, the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same..

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of the financial year 31st March 2015 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities

iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis; and

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the wholehearted and continued support extended by all the investors, customers, suppliers, banks, Stock Exchanges, financial institutions and other Government Authorities during the year under report.

Your Directors also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work of all employees who have been a major driving force behind the Company.

For and on behalf of the Board of Directors

Sd/- Mukul Kasliwal Chairman

Place: Mumbai

Date : 14th November 2015


Mar 31, 2014

To the Members,

The Directors are pleased to present the Nineteenth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2014 along with the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

FINANCIAL HIGHLIGHTS

The operating results of the Company for the period under review are as follows:

(Amount in Rs.) Particulars The year ended on The year ended on 31/03/2014 31/03/2013

Profit/Loss before depreciation, tax & prior period (51,55,56,950) ( 63,12,60,756)

Less : Depreciation 12,98,810 15,38,177

Profit/Loss before tax (51,68,55,760) (63,27,98,933)

Less : provision for tax - -

Less : Fringe benefit tax - -

Less : Deferred Tax - -

Profit/Loss after tax (51,68,55,760) (63,27,98,933)

Less: Prior Period / Pre Op - 1,44,754

Adjusted Profit / Loss (51,68,55,760) (63,29,43,687)

Add:P&L Brought forward (178,66,83,827) (115,37,40,139)

Balance carried to B/s (230,35,39,587) (178,66,83,826)



DIVIDEND

Directors do not recommend any dividend.

THE YEAR IN RETROSPECT

There has been no business activity during the year except follow-up work that was done for restart of construction activities of the 10 X 40 MW Maheshwar Hydro Power Project.

Due to differences in opinion between the Company and the Lenders on the strategy to be followed for raising the balance funds required for commissioning of the Hydro Projects intervention of the Government at the Centre has been sought.

BUSINESS OUTLOOK & PLANS

The Company is making efforts to ensure that during the current year the Maheshwar Project becomes operational with ready 3 turbines.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has 3 Subsidiaries as on March 31, 2014 namely

a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)

b. Ennertech Biofuels Limited (EBL)

c. Rajasthan Solar Power Company Private Limited (RSPCPL).

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company.

DEMATERIALISATION OF SHARES

The trading in equity shares of the company is permitted only in dematerialised form. A total of 96.53% shares are held in dematerialised form with NSDL and CDSL as on 31st March, 2014.

DIRECTORS

In terms of the Articles of Association of the Company, Mr. Mukul S. Kasliwal, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

According to New Companies Act, 2013 the Company is appointing Mr. Prabhakar Nene, Mr. Ajit Kapadia, Mr. Hiten Khatau and Mr. Jagdish Capoor, Independent Directors for the period of five years. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Pinaki Mukherjee has been appointed as Manager w.e.f. 21st August, 2014.

AUDIT COMMITTEE:-

In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Audit committee which currently consists of Mr. Jagdish Capoor – (Chairman of Audit Committee), Mr. P. L. Nene, Mr. Ajit Kapadia and Mr. Alok Sinha (Members).

AUDITOR

M/s, Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Shyam Malpani & Associates to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors Report are self – explanatory and do not call for any comments.

FIXED DEPOSITS

The Company has not accepted any Deposits and such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the Company has no employees who were in receipt of the remuneration of Rs.60,00,000/- or more per annum during the year ended 31st March 2014 or Rs.5,00,000/- or more per month during any part of the said year.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the Annual Accounts for the Financial Year ended 31st March 2014, the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of the financial year 31st March 2014 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities

iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis; and

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

The Company has appointed M/s Roy Jacob & Co., Practicing Company Secretary, to conduct Reconciliation of Share Capital Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors & thereafter is submitted to Stock Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Being a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keep pace with the technology revolution, your Company is taking necessary steps in utilising modern and advanced technology.

ACKNOWLEDGMENT

The Board of Directors would like to thank the Customers, Vendors, Financial Institutions, Bankers, Government Authorities, Advisors and Members for their continued support. The Board of Directors also appreciates the contribution made by the employees at all levels for their hard work, dedication, co-operation and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued confidence and trust by them with the Company.

On behalf of the Board of Directors,

Sd/- Mukul Kasliwal Chairman Place: Mumbai Date : 22nd November 2014


Mar 31, 2013

To the Members,

The Directors are pleased to present the Eighteenth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2013 along with the Management Discussion and Analysis Report. !

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the stock exchange, is presented in a separate section forming part of the Annual Report.

FINANCIAL HIGHLIGHTS

The operating results of the Company for the period under review are as follows:

(Amount in Rs.) Particulars The year ended on The year ended on 31/03/2013 31/03/2012

Profit/Loss before Depreciation, tax & prior period (63,12,60,756) (58,26,98,424)

Less : Depreciation 15,38,177 8,35,103

Profit/Loss before tax (63,27,98,933) (58,35,33,527)

Less: provision for tax

Less: Fringe benefit tax

Less : Deferred Tax

Profit/Loss after tax (63,27,98,933) (58,35,33,527)

Less: Prior Period / Pre Op 1,44,754 1,57,762

Adjusted Profit / Loss (63,29,43,687) (58,36,91,289)

Add:P&L Brought forward (115,37,40,139) (57,00,48,850)

Balance carried to Balance Sheet (178,66,83,826) (115,37,40,139)

DIVIDEND

Directors do not recommend any dividend.

THE YEAR IN RETROSPECT

The Company has continued to focus on the Renewable Energy business. Entegra bagged some prestigious Projects which include the Supply, Installation and Commissioning of Solar Water Heaters of various capacities at the Raj Bhawan, Dehradun and Nainital. Further the company has also successfully executed the wind-solar hybrid system consisting of 1.8 kWp x 3 wind turbines and 1.2kWp x 3 photo-voltaic systems totaling 9 kWp has been commissioned at the President''s Estate, New Delhi.

The 400 MW Hydro Power Project being implemented through the company''s subsidiary - Shree Maheshwar Hydel Power Corporation Limited (SMHPCL) is ready to begin generation. The construction work on the Project has been completed and 3 turbines of 40 MW each are to begin generation shortly.

BUSINESS OUTLOOK & PLANS

Going forward the Company has set up a strategy in place to aggressively market its Renewable Energy expertise for Wind, Solar and Hydro Projects on a pan India basis in FY 2013-2014. The Company will also be focusing on acquiring assignments for developing Energy parks and participating in projects focusing on Rural Electrification. The company also plans to expand its outreach of Solar and Hydro Power and increase its capacity generation in both arenas.

During the current year 2013-2014, Company proposes to take forward 50 MW Photovoltaic plant in Rajasthan in order to increase the output of renewable energy and capitalise on the potential of solar power generation in the state and is in the process of tapping solar water heating systems and roof-top Photovoltaic projects in the MMR and NCR regions in Delhi among both, residential and commercial establishments.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has 3 Subsidiaries as on March 31, 2013 namely

a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)

b. Ennertech Biofuels Limited (EBL) ,

c. Rajasthan Solar Power Company Private Limited (RSPCPL).

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211 (3C) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general permission for not attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company instead a statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The copies of annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company / its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company / its subsidiaries at the corporate office of the Company. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

DEMATERIALISATION OF SHARES

The trading in equity shares of the company is permitted only in dematerialised form. A total of 96.53% shares are held in dematerialised form with NSDL and CDSL as on 31st March, 2013.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

The Company has appointed M/s. Roy Jacob & Co, Practicing Company Secretary, to conduct Reconciliation of Share Capital Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors & thereafter is submitted to Stock Exchanges.

DIRECTORS

In terms of Article 123 of the Articles of Association of the Company, Mr. Warij A. Kasliwal, Mr. Pradeep Goyal and Mr. Jagdish Capoor, Directors retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE:-

In accordance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted the Audit committee which currently consists of Mr. Ashish Jalan - (Chairman of Audit Committee), Mr. Hiten Khatau, Mr. Pradeep Goyal and Mr. Jagdish Capoor(Members).

AUDITOR

M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office, if re- appointed. The Company has received certificates from mem the said Auditors to the effect that their reappointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58 A of the Companies Act, 1956, during the Financial Year 2012 - 2013

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report forms part of this Report. Your Company is in full compliance with the requirements and disclosures that have to be made in this regard. A Certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time forms part of this Report. However, as per the provisions of Section 219 (1) (iv) of the Companies Act, 1956 the Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217 (2A) of the Companies Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Corporate Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts for the Financial Year ended 31st March 2013,the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same..

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company as at 31st March 2013 and of the profit/loss of the Company for year ended as on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Being a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keep pace with the technology revolution, your Company is taking necessary steps in utilising modern and advanced technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings : Nil Outgo : Nil

ACKNOWLEDGMENT

The Board of Directors would like to thank the Customers, Vendors, Financial Institutions, Bankers, Government Authorities, Advisors and Members for their continued support. The Board of Directors also appreciates the contribution made by the employees at all levels for their hard work, dedication, co-operation and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued confidence and trust by them with the Company.

On behalf of the Board of Directors,

Sd/-

Mukul Kasliwal

Chairman

Place: Mumbai

Date : 9th August 2013


Mar 31, 2011

To the Members,

The Directors are pleased to present the Sixteenth Annual Report and the Audited Accounts of the Company for the year ended on 31 st March, 2011 along with the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the stock exchange, is presented in a separate section forming part of the Annual Report.

FINANCIAL HIGHLIGHTS

The operating results of the Company for the period under review are as follows:

(Amount in Rupees)

Particulars The year ended on The year ended on

31/03/2011 31/03/2010

Profit/(Loss) before depreciation & Prior period (418,630,393) (2,90,568,745)

Less: Depreciation 604,072 465,482

Profit/(Loss) before tax (419,234,465) (291,034,227)

Less : Provision for tax - -

Less : Fringe benefit tax 11,224 -

Less : Deferred tax - (322,423)

Profit/(Loss) after tax (419,245,689) (290,711,804)

Less: Prior period 81,724 357,841

Adjusted Profit/(Loss) (419,327,413) (291,069,645)

Add Profit/(Loss) brought forward from previous year (150,721,437) 140,348,208

Balance carried to Balance Sheet (570,048,850) (150,721,437)

DIVIDEND:-

Directors do not recommend any dividend.

THE YEAR IN RETROSPECT:-

As you are aware w.e.f 1.4.2010, the Company has focussed fully on the Renewable Energy Business. During the Financial Year ended 31.03.2011, the Company achieved a turnover of Rs. 91,15,000/- only.

The 400 MW Hydro Power Project being implemented through the company's subsidiary - Shree Maheshwar Hydro Power Corporation Ltd. (SMHPCL) is progressing well. The company has executed most of the work on the project. All the radial gates are installed. 3 units of turbines of 40MW each are ready for generation. Work on the switch yard has been completed. The project is expected to commence generation shortly.

The 10 MW CSP Project & 1 MW SPV Power Project is being set up in Jodhpur district in the state of Rajasthan. The land for the same has been acquired. The tariff for both the projects has been approved by the CERC. For both the projects, construction work is expected to commence in the current year.

EnnerGreen Solutions has bagged a consultancy assignment by the Uttar Pradesh Power Corporation Ltd. (UPPCL) for the preparation of a detailed project report (DPR) under the decentralized distributed generation (DDG) scheme of Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY) for 327 villages in the state of Uttar Pradesh. The DPR has been prepared and submitted.

BUSINESS OUTLOOK & PLANS:-

The Company has now established itself as leading player in Renewable Energy Business.

During the FY 2011-2012, the EnnerGreen Solutions Division has planned to market aggressively its expertise in the RE & EPC business for Wind Solar Hybrid Projects, Consultancy assignments for Rural Electrification Programmes, setting up of Energy parks, etc.

The implementation of a 10 MW CSP and a 1 MW SPV project will commence shortly and the 1 MW SPV Project is expected to be operational in 2012 and the 10 MW CSP is expected to be operational in 2013.

The company plans to increase the generation capacity in Solar Power as well as in Hydro Power.

SUBSIDIARY COMPANIES:-

The accounts of Shree Maheshwar Hydel Power Corporation Limited (SMHPCL), Ennertech Biofuels Limited (EBL) and Rajasthan Solar Power Company Private Limited (RSPCPL), (formerly known as Nevaa Solar Power Company Private Limited), the subsidiary companies of Entegra Limited are annexed, along with the statement pursuant to Section 212 of the Companies Act, 1956.

BONUS ISSUE:

The Board of Directors have declared the Bonus Issue in the ratio of 4:13 i.e.4 (Four) Equity Shares of Rs.10/- as Bonus Shares for every 13(Thirteen) fully paid-up Equity Shares and / or Compulsory Convertible Preference Shares (CCPS) held by them as on record date. An amount of Rs. 74.68 Crores lying in the Share Premium Account will be capitalized as a result of this Bonus Issue.

DEMATERIALISATION OF SHARES:-

The trading in equity shares of the company is permitted only in dematerialised form. The company offers a transfer-cum-demat facility to those who have sent the share certificates for transfer. A total of 90.15% shares are held in dematerialised form with NSDL and CDSL as on 31 st March, 2011.

SECRETARIAL AUDIT REPORT:-

The Company has appointed M/s. Pramod S. Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors & thereafter is submitted to Stock exchanges.

DIRECTORS:-

The Directors express their deepest condolences for the sad demise of an important member of the team Mr. A. R. Barwe who passed away on 5th October 2010 . He has greatly contributed to the Organisation with his vast span of knowledge, inventiveness and dedication and will be greatly missed.

Mr. Jagdish Capoor an eminent Banking & Finance expert has been appointed as an Additional Director of the Company w.e.f. 24.05.2011. A notice pursuant to the provisions of Section 260 of the Companies Act, 1956 and as per the provisions of the Articles of Association of the Company is received by the Company for appointment of Mr. Jagdish Capoor as a Director liable to retire by rotation. The necessary resolution is added in the Annual General Meeting Notice for shareholders approval.

In terms of Article 123 of the Articles of Association of the Company, Mr. Mukul S. Kasliwal, Mr. Prabhakar L. Nene and Mr. Ajit C. Kapadia, Directors retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE:-

In accordance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constituted the Audit committee which currently consists of Mr. Ashish Jalan (Chairman of Audit Committee), Mr. Hiten Khatau, Mr. Mukul S. Kasliwal, Mr. Pradeep Goyal & Mr. Jagdish Capoor(Members).

AUDITORS:-

The Joint Statutory Auditors M/s. Walker, Chandiok & Co., Chartered Accountants and M/s, Malpani & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and, being eligible, have offered themselves for re- appointment. The Audit Committee and Board of Directors recommend the re- appointment of M/s Walker, Chandiok & Co. - Chartered Accountants and M/s. Malpani & Associates - Chartered Accountants, as Joint Statutory Auditors of the company.

The Company has received letters from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

FIXED DEPOSITS:-

The Company has not accepted any Deposits from the public.

CORPORATE GOVERNANCE:-

The Company has been proactive in adhering to the principles and practices of good Corporate Governance. As required under the revised Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed note on Corporate Governance is annexed to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Practising Company Secretaries Certificate confirming compliance of the Corporate Governance requirements by the company is attached to the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES:-

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time forms part of this Report. However, as per the provisions of Section 219(1) (iv) of the Companies Act, 1956 the Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees under section 217 (2 A) of the Companies Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Corporate Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company as at 31st March, 2011 and of the profit/loss of the Company for year ended as on that date.

iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.

iv) Your Directors have prepared the attached Statement of Accounts for the year ended 31 st March, 2011 on a Going Concern Basis.

CONSERVATION OFENERGYAND TECHNOLOGY ABSORPTION:-

Being a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keep pace with the technology revolution, your Company is taking necessary steps in utilising modern and advanced technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO:-

Earnings : Nil

Outgo : Rs. 37,19,000/-

ACKNOWLEDGMENT:-

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, advisors, vendors and members during the year under review. Your Directors wish to place on record their appreciation for the committed services of the executives & staff of the Company.

For and on behalf of the Board,

Sd/-

Place: Mumbai Mukul Kasliwal

Date : August 11,2011 Chairman





 
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