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Directors Report of Power Mech Projects Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015.

1. Financial Performance of the Company

Your Company's Standalone financial performance, for the year ended 31st March 2015 is summarized below:

(Rupees in Lakhs)

PARTICULARS 2014-15 2013-14

Gross Revenue 136,152 119,878

Total Expenditure 119,106 103,655

Profit before Interest, Depreciation and Taxation 17,046 16,223

Less : Interest 2,858 2,258

Depreciation 3,664 3,274

Profit/(Loss) before Taxation 10,524 10,690

Less : Provision for Income Tax 3,765 3,756

Deferred Tax Liability / ( Asset) - 312 103

Profit/(Loss) after Tax 7,070 6,831

Add : Balance brought forward from previous year 19,879 13,577

Profit available for appropriation 26,949 20,408

Appropriation

Transfer to General Reserve 0 350

Proposed Dividend on Equity 126 164

Provision for Tax on distributed profits (On Equity shares) 26 15

Balance of Profit carried forward to next year 26,798 19,879

2. The State of Affairs of the Company

In the financial year 2014-15 your Company continued its growth momentum on key parameters. During the year, your company recorded healthy order intake which helped your Company to close the year with a strong order book of Rs.340,627 lakhs as on 31st March, 2015. The standalone revenue stood at Rs.136,152 lakhs, an increase of 14%, compared to previous year's revenue of Rs.119,878 lakhs.

The PAT stood at Rs.7,070 lakhs as against Rs. 6,831 lakhs in the previous year. The EPS was at Rs.56.94 for the year ended 31st March, 2015.

During the year under review there is no change in the nature of business of the company.

3. Management Discussion & Analysis

The Management's discussion and analysis is set out in this Annual Report.

4. Dividend

The Directors are pleased to recommend 10% dividend (i.e Rs.1/- for Equity share of Rs.10/- each) for the approval of the members for the FY 2014-15.

5. Transfer to Reserves

The board has not proposed to transfer any profits to the reserves for this fiscal 2015.

6. Changes in Share Capital

(i) Bonus Issue

The Company on June 26, 2014 had allotted bonus shares in the ratio of 10:1.2 and consequently the paid-up capital has increased by Rs.1,08,00,000 divided in 10,80,000 equity shares of Rs.10/- each.

(ii) Conversion of CCDS

The Company during the year had issued and allotted 562,500 equity shares of Rs.10/- each at a premium of Rs.190/- per share on July 16, 2014 to India Business Excellence Fund I pursuant to the exercise of conversion option vide their notice for conversion of 1125 Compulsorily Convertible Debentures of face value of Rs.100,000/-.

The capital structure of the company after taking into the above allotments stands as follows:

Equity Shares of Particulars Amount(Rs) Rs.10/- each

Authorized Capital 26,000,000 260,000,000

Issued/subscribed/ called-up & paid-up (As on 01.04.2014) 10,940,264 109,402,640

ADD: Bonus Issue in the ratio of 10:1.2 on 26.06.2014 10,80,000 10,800,000

ADD: Conversion of 1125 CCD's on 16.07.2014 5,62,500 5,625,000

Issued/subscribed/ called-up & paid-up post conversion of 125,827,64 125,827,640

CCDS (As on 31.03.2015)

7. Material Changes and Commitments Affecting Financial Position Between the End of the Financial Year and Date of Report

Public Issue of the Company

Your Company during the FY 2014-15 filed its Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI) for public issue of 4,269,000 equity shares of face value Rs.10 each, comprising of a fresh issue of 2,128,000 equity shares and an offer for sale of 2,141,000 equity shares. The Company has received final comments from SEBI on DRHP and shall plan for Issue opening at an opportune time.

8. Particulars of Loans, Guarantees or Investments

There are no transactions of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013.

9. Deposits

The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

10. Particulars of Contracts or Arrangements Made with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure I to this report.

11. Explanation / Comments on Every Qualification / Reservation / Adverse Remarks / Disclaimer Made by Statutory Auditors / Secretarial Auditor There are no qualifications/reservations/adverse remarks made by statutory auditors

Reply to the observations in the Secretarial Audit Report:

- The Company has sent a reply dated 31st March, 2015 stating that Form INV 5 for the FY 2012-13 was filed on 27th March, 2015 and that the relevant investor wise details of unclaimed amounts have been uploaded on the Investor Education and Protection Fund Portal on the same day, further stating that the delay was due to oversight and was not intentional.

- The Company has responded as appropriate to each such notices related to the labour employed and related matters stated therein and made necessary compliances wherever applicable. In respect of certain matters the company has been levied penalty and the same is paid by the company.

12. Meetings of the Board

During the year under review the board of directors has met five times on May 13, 2014, June 26, 2014, July 16, 2014, September 11, 2014 and January 9, 2015 and the gap between two meetings did not exceed 120 days.

13. Appointment and Resignation of Directors & Key Managerial Personnel

The following are the changes in the directorships during the financial year 14-15

S. no Name of the Director Date of Event Appointment / Resignation

1 G. Srinivasulu June 26, 2014 Resignation

2 A.R.N. Rao June 26, 2014 Resignation

3 M. Jagan Mohan June 26, 2014 Resignation

4 Amitabha Guha June 26, 2014 Appointed as an additional Director

5 T. Sankaralingam June 26, 2014 Appointed as an additional Director

6 Amitabha Guha September 30, 2014 Confirmed as Director

7 T. Sankaralingam September 30, 2014 Confirmed as Director

8 G.D.V Prasada Rao September 30, 2014 Appointed as independent Director under the Companies Act, 2013 9 M.L. Sah September 30, 2014 Appointed as independent Director under the Companies Act, 2013

During the year Mr. T. Sankaralingam & Mr. Amitabha Guha were appointed as Additional Directors of the company w.e.f June 26, 2014. Members approved the appointments of Mr. Amitabha Guha, Mr. T. Sankaralingam, Mr. G.D.V. Prasada Rao and Mr M.L. Sah as Independent Directors in their Annual General Meeting for a period of five years and they are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached to this report as Annexure II

The following are the changes in the KMPs during the financial year 2014-2015

S. NO. Name Designation Date of change Reason for change

1 J. Satish Vice president (finance and accounts) October 20, 2014 Appointment

13A. COMMITTEES OF DIRECTORS

Currently, the Board has six committees: the audit committee, nomination and remuneration committee, corporate social responsibility committee, stakeholders relationship committee, IPO committee and Risk Management Committee. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Composition of the Committee

Audit Committee* G.D.V. Prasada Rao (Chairman); Rakesh Sony; and Amitabha Guha.

Nomination and Remuneration Committee T. Sankaralingam (Chairman);Rakesh Sony; and M.L. Sah.

Corporate Social Responsibility Committee S. Kishore Babu (Chairman); S. Lakshmi; and G.D.V. Prasada Rao.

Stakeholders Relationship Committee G.D.V. Prasada Rao (Chairman); S. Lakshmi; and M.L. Sah.

IPO Committee M. Rajendran (Chairman); Rakesh Sony; and G.D.V. Prasada Rao.

Risk Management Committee M. Rajendran (Chairman); M.L. Sah; T. Sankaralingam and G.D.V. Prasada Rao.

* All recommendations made by the audit committee during the year were accepted by the Board.

14. Alteration to Memorandum and articles of Association of the Company

Your Company has altered the Main Objects of the Memorandum of Association pursuant to the resolution passed by the members through postal ballot on September 30, 2014.

Your Company has altered the Articles of Association pursuant to a special resolution passed by the members on October 16, 2014 in order to align the Articles of Association with the Companies Act, 2013 and Listing Agreement.

15. Extract of Annual Return

Extract of Annual Return of the Company pursuant to Section 134(3)(a) of the Companies Act, 2013 in Form MGT 9 is annexed herewith as Annexure III to this Report.

16. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and is voluntarily complying various provisions of clause 49 of the listing agreement.

17. Significant and Material Orders

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

18. Sexual Harassment

There were no cases reported during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

20. Risk Management Policy

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. There are no material risks which threaten the very existence of the company.

21. Vigil Mechanism

A Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http:// www.powermech projects.in/investors.html

22. Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: http://www. powermechprojects.in/investors.html The Annual Report on CSR activities is annexed herewith marked as Annexure V

23. Subsidiaries, Associates & Joint Ventures

As on 31st March, 2015, company has two subsidiaries, i.e Hydro Magus Private Limited(HMPL) and Power Mech Industri Private Limited(PMIPL).

- Hydro Magus Private Limited (HMPL): Your Company holds 75% equity in HMPL. HMPL is providing O&M and AMC services to hydro power plants. HMPL has some inherent advantages being a subsidiary of Power Mech Projects Limited (PMPL) in getting projects as well as in completion with the support of PMPL.

- Power Mech Industry Private Limited (PMIPL): PMIPL which is 100% subsidiary of PMPL is yet to start its commercial operations. The proposed factory for manufacture, fabricate, re-fabricate, overhauling of spares, machinery parts relating to various power generation plants is coming up at the companies facility at Noida. PMIPL is expected to start its commercial operations in this financial year FY 2015-16.

- Power Mech CPNED Services (Hongkong) Holding Co., Limited: In order to provide comprehensive O&M solutions, your company has entered into a joint venture agreement dated December 1, 2014, with Chengdu Pengrun New Energy Development Company Limited ('CPNED'), a company registered under PRC laws for manufacturing and distribution of equipment and spare parts, including boilers, turbines and generators, for O&M projects in India.

Your company has received approval from Reserve Bank of India (RBI) to remit funds for acquisition of 5000 Ordinary Shares (50% stake) in M/s Power Mech - CPNED Services (Hongkong) Holding Co., Limited. Your Company is in the process of making the remittance and acquiring the stake in the Company

- MAS Power Mech Arabia: In order to have a strong presence in Saudi Arabia, the company entered into a MOU with local partners in Kingdom of Saudi Arabia (KSA) for the purpose of incorporating a 51% subsidiary in the name & style 'Mas Power Mech Arabia'. Your company has made an application to RBI seeking approval for remitting funds towards initial subscription of shares.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 financial statements of the subsidiaries were consolidated. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed Form AOC-1 is appended as Annexure VI to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.powermechprojects.in.

There are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year 2014-2015.

24. Internal Financial Control

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

25. Auditors

Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants who were appointed as Statutory Auditors of the Company for a period of 5 years at the 15th AGM and whose appointment is subject to the ratification of members at every AGM, has confirmed their eligibility in terms of provisions of Section 141 of the Companies Act, 2013. Pursuant to the recommendation of the Audit Committee, your board recommends to ratify the appointment of M/s. Brahmayya & Co, Chartered Accountants as statutory auditors of the company for the financial year 2015-2016.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules there under, M/s. P.S. Rao & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for FY 2014-15 forms part of the Annual report as Annexure VII to the Board's report.

Internal Auditors

Your board based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as Internal Auditors of the Company.

26. Particulars of Employees

Pursuant to the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of employees is annexed as Annexure VIII

27. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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 acknowledge the tremendous services rendered by the employees of the company at all the levels toward its overall success. Your Directors also express their grateful appreciation for the support and co-operation received from Banks, Government authorities, Customers, Vendors and members.

The Board also acknowledges with thanks the contribution of contractors and consultants in the implementation of various projects of the company and also wishes to place on record their appreciation for the valuable and constructive suggestions received from the auditors.

For and on behalf of the Board of Directors

S. Kishore Babu

Chairman & Managing Director

DIN: 00971313

Place : Hyderabad

Date : July 7, 2015


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 15th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

Financial Performance

Your company has achieved a total income of - 119,877 Lakhs during the financial year 2013-14 as against previous year's total income of -93757 Lakhs, accounting for a top line growth of 27.86% and the growth of key parameters like EBIDTA and PAT at 30.85% and 36.31% respectively.

Financial Results

The financial performance of the company during the year ended 31st March, 2014 as compared with the previous financial year ended 31st March, 2013 are summarized below:

(Rupees in Lakhs)

PARTICULARS 2013-2014 2012-2013

Gross Revenue 119877.56 93757.78

Total Expenditure 103654.70 81360.44

Profit before Interest, Depreciation and Taxation 16222.86 12397.34

Less: Interest 2258.27 1512.09

Depreciation 3274.10 3347

Profit / (Loss) before Taxation 10690.49 7538.24

Less: Provision for Income Tax 3756.35 2497.77

Deferred Tax Liability/ (Asset) 103.04 29.12

Profit / (Loss) after Tax 6831.10 5011.35

Add: Balance brought forward from previous year 13576.66 8891.11

Profit available for appropriation 20407.76 13902.46

Appropriation

Transfer to General Reserve 350.00 200.00

Proposed Dividend on Equity 164.10 107.52

Provision for Tax on distributed profits (On Equity shares) 14.87 18.27

Balance of Profit carried forward to next year 19878.79 13576.66

Dividend

The Directors are pleased to recommend for the approval of the members, a dividend at the rate of 15% being - 1.5/- per equity share on paid up value of - 10/- per equity share for the FY 2013-14

Transfer To Reserves

The Company proposes to transfer -350.00 lakhs to the General Reserve out of the amount available for appropriations and an amount of - 19878.79 lakhs is proposed to be retained in the Profit and Loss account.

Operational Performance

India is the fourth largest economy in the world and has a total installed capacity (excluding renewable energy) of 212 GW in fiscal 2014 an increase of 70GW from fiscal 2010, representing a CAGR of around 10%. This is in addition of around 43,300 MW of captive power capacity that is also connected to the grid, as on March 2013. An estimated -6.6 trillion of investments are projected to be made in power sector over the next 5 years (2013-14 to 2017-18).

Power Mech has executed an aggregate tonnage of approximately 3,50,000 metric tons in the fiscal year 2014 and were engaged in Erection Works contracts in fiscal year 2012 through fiscal 2014 for boilers aggregating 8,290 MW & turbines 15,790 MW. At present the company is providing AMC services to 19 power plants with an aggregate unit capacity of 24,465 MW. The civil division is executing projects in India & Yemen and maintaining a sustainable growth.

The overall performance of the company is the outcome of collective and dedicated service rendered by staff, management, associates, customers & financial institutions.

Changes In Share Capital

The company during the year had issued and allotted 187,500(One Lakh Eighty Seven Thousand Five Hundred) Equity Shares of -10/-(Rupees Ten) each at a premium of -190/-(Rupees One Hundred and Ninety) per share on 26th November, 2013 to IL&FS Trust Company Limited acting in its capacity as trustees of Business Excellence Trust - India Business Excellence Fund pursuant to the exercise of conversion option vide their notice dated 25.11.2013 for conversion of 375 Compulsorily Convertible Debentures ('CCD') of face value of Rs.100,000 (Rupees One Lac only).

Further in view of exceptional growth in the last decade and completion of 15 years, the board in their meeting held on 13th May, 2014, proposed to reward the share holders for their long standing relation with the company by issuing bonus shares in the ratio of 10:1.2 (i.e. 1.2 Shares for every 10 Shares held) by capitalizing the Reserves of the Company.

Accordingly the board in their meeting held on 26th June, 2014 issued and allotted 10,80,000 Bonus Shares by capitalizing the reserves of the company.

The capital structure of the company after taking into allotments stand as follows:

Authorized Capital Rs,-260,000,000

Issued / subscribed / called-up & Paid-up Rs,120,202,640

Directors

Smt. S. Lakshmi, Director, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Sri G.D.V. Prasad Rao & Sri Mukul Lai Sah, Independent Directors of the Company, are proposed to be appointed as Independent Directors not liable to retire by rotation for a term of 5 years as provided under section 149 of the Act.

Sri Thiagarajan Sankaralingam & Sri Amitabha Guha were appointed as Additional Directors (Independent Directors) of the company with effect from 26.06.2014 and as such their term ceases at the ensuing AGM. The Company received a notice in writing from the members respectively under section 160 of the Companies Act, 2013 proposing their candidature for the directorship of the company for a period of 5 years with effect from 26.06.2014.

The relevant resolutions proposing the above appointments for the approval of the shareholders forms part of the notice of the AGM.

Sri G. Srinivasulu, Sri M. Jagan Mohan & Sri A.R.N Rao, have resigned from the board with effect from 26.06.2014. The Board conveys its deep sense of appreciation for the services rendered by them during their tenure as directors of the company.

Alteration to the Articles of Association of the Company

The Articles of Association of the Company were altered twice during the year on 5th July, 2013 and 22nd January, 2014 in order to bring them in line with the amendments to subscription and shareholders agreement dated 19th November, 2009.

Subsidiaries

Hydro Magus Private Limited: Your Company holds 51 % equity in Hydro Magus Private Limited. During the year under review the Company commenced its operations and achieved a gross turnover of - 6.17 Crores and profit after tax- 21.27 lakhs. The Company has some inherent advantages being a subsidiary of Power Mech Projects Limited (PMPL) in getting projects as well as in completion with the support of PMPL.

Power Mech Industry Private Limited: Your Company acquired complete control of this company by acquiring 100% shares pursuant to the takeover agreement dated 17.10.2013. The Company is in the process of commencing its commercial operations.

Power Mech Projects Limited FZE: The subsidiary was closed during the year under review. Till the date of its operations, the Company generated revenue of 5,095,158 AED and paid a dividend of - 163.02 Lakhs.

Information pursuant to section 212 of the Companies Act, 1956, relating to the subsidiary company, is annexed to this report. A copy of the subsidiary's accounts together with the Directors Report and Auditors Report are also attached to the Company's Balance Sheet.

Fixed Deposits

The Company has neither accepted nor renewed any deposits falling with in the purview of section 58A of the companies Act, 1956 read with the companies (Acceptance of deposits) Rules, 1975 from the public during the year under review.

Audit Committee

The Company constituted a Qualified and Independent Audit Committee comprising of two Non-Executive Independent Directors and one Non-Executive non-independent director in accordance with the provisions of the Companies Act.

S. no Name Designation

1 GDV Prasada Rao Chairman

2 Rakesh Sony Member

3# Amitabha Guha Member

# Appointed as member w.e.f 26.06.2014

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of two Independent Non-Executive Directors and one Non-Executive non-independent director. Pursuant to change in the composition of the board the Nomination and Remuneration committee was reconstituted w.e.f 26.06.2014. The composition of the Remuneration Committee is as follows:

S. no Name Designation

1# T Sankaralingam Chairman

2 Rakesh Sony Member

3 GDV Prasada Rao Member

# Appointed as Chairman of the committee w.e.f 26.06.2014

The Nomination and Remuneration Committee reviews the remuneration package payable to Executive Director(s) and Executives in the top level Management of the Company and gives its recommendation to the Board and acts in terms of reference of the Board from time to time.

Stakeholders Relationship Committee

The Board of Directors constituted w.e.f 26.06.2014, Stakeholders Relationship Committee to look into Shareholders grievances:

S. no Name Designation

1 GDV Prasada Rao Chairman

2 Sajja Lakshmi Member

3 Mukul Lai Sah Member

Corporate Social Responsibility Committee

The Board of Directors had at its meeting held on 26.06.2014 constituted the CSR Committee in accordance with the provisions of Section 135 of the Act.

The composition of the CSR Committee is given hereunder:

S. no Name Designation 1 Sajja Kishore Babu Chairman

2 GDV Prasada Rao Member

3 Sajja Lakshmi Member

Auditors

M/s. Brahmayya & Co, Chartered Accountants the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment for a term of five years in accordance with Section 139 of the Companies Act, 2013. The Board recommends their re-appointment.

Directors' Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that,

1) In the preparation of annual accounts for the Financial Year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 2014 and of the profit of the Company for the year ended on that date;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts of the company on a 'going concern' basis.

Particulars of Employees

The particulars to be mentioned as per section 217(2A) of the Companies Act, 1956 read with Companies Act (Particulars of Employees) Rules, 1975 is annexed as Annexure 1 to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure 2 and forms part of this report.

Corporate Social Responsibility

Power Mech Foundation was initiated as part of corporate Social Responsibility to Power Mech Projects Ltd, by the founder of the company Mr. S. Kishore Babu. The foundation is committed to inclusive and sustainable socio-economic development with greater thrust on:

- Education

- Community Development

- Health Management & Medical Aids

- Social Welfare

- Orphanages & Old-Age Homes

- Environment Protection

- Disaster/ Calamity Management

- Empowerment & Livelihoods

Acknowledgement

Your Directors acknowledge the tremendous services rendered by the employees of the company at all the levels toward its overall success. Your Directors also express their grateful appreciation for the support and co-operation received from Banks, Government authorities, Customers, Vendors and members.

The Board also acknowledges with thanks the contribution of contractors and consultants in the implementation of various projects of the company and also wishes to place on record their appreciation for the valuable and constructive suggestions received from the auditors.

For and on behalf of the Board of Directors

Sd/-

S. Kishore Babu

Chairman & Managing Director

Date : 26.06.2014

Camp : Hyderabad

 
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