Home  »  Company  »  Premier Energy and I  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Premier Energy and Infrastructure Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

The performance highlights of the Company for the year are summarized below :

(Rs. in Lacs)

Consolidated

2014-2015 2013-2014

Gross Income 8295.79 14642.90

Profit before interest and depreciation 1452.30 2724.56

Finance charges 1359.70 1454.76

Provision for depreciation 192.99 293.74

Net Profit before tax (100.39) 976.08

Provision for tax 178.24 299.24

Net Profit after tax 77.85 676.84

Minority Interest (214.16) 42.42

Balance of Profit brought forward 292.01 634.42

Surplus carried to Balance Sheet after adjustment of depreciation 292.01 634.42

Standalone

2014-2015 2013-2014 Gross Income 3197.98 3392.51 Profit before interest and depreciation 324.31 652.95 Finance charges 103.93 56.39 Provision for depreciation 1.29 1.36 Net Profit before tax 219.09 591.19 Provision for tax (202.90) 181.99 Net Profit after tax 421.99 413.20 Minority Interest - - Balance of Profit brought forward 421.99 413.20 Surplus carried to Balance Sheet after adjustment of depreciation 421.99 413.20

OPERATIONS AND PERFORMANCE:

The Consolidated Sales for the year under review stands at Rs. 8295.79 lacs as against Rs. 14642.90 lacs in the previous year. While the Standalone Turnover for the year is Rs. 3197.98 lacs as compared to Rs. 3392.51 lacs in the previous year.

Business Highlights:

The Company is in the process of finalizing some big projects.

The company is also negotiating a big project in Srilanka and two big projects in Bangalore and Hyderabad. The Company has finalized a joint development project in old Mahalipuram road in Chennai.

DIVIDEND

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend any dividend for the year ended 31st March, 2015. The company has not transferred any amount to the general reserve.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31st March, 2015 was Rs. 413,500,600. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or sweat equity shares.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

ADEQUACY OF INTERNAL CONTROLS

The company has adequate internal control systems commensurate within its size and nature of business. The Management has overall responsibility for the Company's internal control system to safeguard the assets, usage of resources, compliance with applicable laws & regulations and to ensure reliability of financial records.

SUBSIDIARY COMPANIES

As at 31st March, 2015, your Company had a total of 3 subsidiaries and 2 step down subsidiaries. The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY / STEP DOWN SUBSIDIARY COMPANIES

i) EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2014-15 are as under:

Rs. in lacs

Particulars 2014-15

Sales & Other Income 615.98

Equity Capital 1202.41

Reserves & Surplus 2865.05

Earnings per share (3.57)

ii) RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCI Power Limited has two subsidiaries. The Company has given the land held by them on a lease for 25 years.

Rs. In lacs

Particulars RCI Wind Farm Ltd RCI Wind Farm (AP) Ltd 2014-15 2014-15

Sales & Other Income 89.76 15.38

Equity Capital 1500.00 500.00

Reserves & Surplus 4814.31 785.41

Earnings per share 0.50 4.07

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Risk Management

Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company's official website.

REAPPOINTMENT OF RETIRING DIRECTOR

Mr. Vikram Mankal (DIN:03097118), retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 at the forth coming Annual General Meeting and being eligible offers himself for re-appointment. As required under clause 49 of the Listing Agreement, a brief resume, expertise and details of other directorships of Mr. Vikram Mankal are annexed to the Notice convening the 23rd Annual General Meeting of the Company.

APPOINTMENT OF DIRECTOR

During the year, Mr. Krishnan (DIN: 00583985) was appointed as additional of the Company at the Board Meeting held on 25th April, 2015 and he will hold office till the date of the 23rd AGM. He was also appointed by the Board of Directors as Managing Director for a period of 3 years with effect from April, 25th 2015. The approval of the members for the proposed appointments is being sought at the ensuing annual general meeting.

RESIGNATION OF DIRECTORS

During the year, Mrs. Sucharitha Parthasarathy (DIN: 00942913) and Mr. Malka Komaraiah (DIN: 00170121) Directors had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 31st December, 2014 and 31st March, 2015 respectively. Mr. Vikram Mankal (DIN:03097118) had resigned from the Board from the capacity of Managing Director and the same was accepted by the Board with effect from the close of business hours on 31st March, 2015.

The Directors place on record their grateful appreciation of the valuable services rendered by the aforesaid Directors and Managing Director during their tenure of office as Directors.

KEY MANAGERIAL PERSONNEL

Mr. S. Krishnan, Managing Director, Mr. A. Sriram, Chief Financial Officer and Mrs. V. Sriramalakshmi, Company Secretary are the Key managerial Personnel of the company as per Section 203 of the Companies Act, 2013.

EVALUATION OF BOARD'S PERFORMANCE

As per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, of the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

The Board had met (6) times during the financial year ended 31st March 2015, on 13th May, 2014, 06th September, 2014, 14th November, 2014, 31st December, 2014, 14th February, 2015 and 31st March, 2015. Except on 31st December, 2014 and 31st March, 2015, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors' make the following Statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies as mentioned in the Financial Statements 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 of the company for the year ended on that date;

(c) that the directors had 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) that the annual accounts for the year ended 31st March, 2015 have been prepared on a 'going concern' basis;

(e) that 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) that 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm's length basis. 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. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every Audit Committee by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are also provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March 2015 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company's website at the following link. http://www.Premierenergy.in.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

MATERIAL SUBSIDIARY:

The Board reviews the significant transactions and arrangements of subsidiary companies besides being apprised of their business plan and performance. During the year, the Company has formulated a policy for determining 'material' subsidiaries. A copy of the policy is available on the website of the Company and the link is http://www.premierenergy.in/policies.html.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was formed by the Board of Directors and consists of the following members:

1. Mr. R. Ramakrishnan - Chairman

2. Mr. K.N. Narayanan - Member

3. Mr. Vikram Mankal - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(9) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company's website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. K.N. Narayanan - Chairman

2. Mr. R. Ramakrishnan - Member

3. Mr. Vikram Mankal - Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http:// www.Premierenergy.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

1. Mr. R. Ramakrishnan - Chairman

2. Mr. K.N. Narayanan - Member

3. Mr. Vikram Mankal - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www.Premierenergy.in.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

The Company is in the process of identifying good projects for CSR activities.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

AUDITORS

STATUTORY AUDITORS

M/s. S.H. Bhandari & Co, Chartered Accountants, Chennai bearing Firm Registration No. 000438S was appointed as Statutory Auditors of the Company to hold office from the conclusion of 22 Annual General Meeting until the conclusion of 27th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting held after 22nd Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re-appointment as Auditors of the Company. Accordingly, the ratification of their appointment is recommended to the members. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.R.Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

There were observations made by the Secretarial Auditors in their aforementioned Report in terms of certain procedures not followed by the Company based on the new Companies Act, 2013 and Listing Agreement. The Management ensures these procedures will be followed strictly in the ensuing financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors' Report.

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

A Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption and foreign exchange earnings and outgo during the year under review.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company's shares are presently listed on BSE Ltd & Bangalore Stock Exchange Limited.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its employees, Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Boar

S. KRISHNAN R. RAMAKRISHNANI Place: Chennai (DIN: 00583985) (DIN 00809342) Date : 21st August, 2015 Managing Director Director




Jun 30, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Second Annua! Report along with the Audited Accounts for the financial year ended 301h June, 2014.

The performance of :the Company for the year ended 30th June, 2014.is summarized below : (Rs. in Lacs)

Consolidated Standalone 2013-14 2012-13 2013-14 2012-13

Sales 14622.60 16378.30 3373.95 3912.71

Other Income 20.29 2262.52 18.56 476.54

Profit/{Loss) before Depreciation, Interest and Tax 2724.55 2923.37 652.94 1073.85

Interest 1454.75 1420.56 56.39 33.19

Depreciation 293.73 343.60 1.37 2.20

Profit (Loss) before Tax 976.07 1159.21 595.18 1038.46

Less : Provision for Tax 312.87 433.37 195.61 343.37

Less : Provision for Deferred Tax (13.62) 9.83 (13.62) 2.19

Minority Interest 42.41 12.13 - -

Profit carried to Balance Sheet 634.41 703.88 413.19 692.90



PERFORMANCE REVIEW

The Consolidated Sales for the year under review stands at Rs. 14622.60 lacs as against Rs. 16378.30 lacs in the previous year. While the Standalone Turnover for the year is Rs. 3373.95 lacs as compared to Rs. 3912.71 lacs in the previous year. With potential for infrastructure projects increasing, the construction business will see a boost in the current year and coming years.

Business Highlights

There was a delay in taking up the second phase of the Tadipatri Project from the customer''s side and it is expected that the same will be completed by December 2015. The company executed some small construction projects on back to back basis using sub contractors. Your company is negotiating for a large construction project in Sri Lanka for construction of 5000 units. The company is also negotiating for an investment in Municipal Solid Waste Project in Karnataka.

Depository System

Your Company''s Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No: Clr/ISD/3/ 2011 dated June 17, 2011 on "Trading rules and shareholding in dematerialized mode", ail the Listed Companies were required to achieve 100% of the promoters and promoter group''s holding in dematerialized form within the prescribed time limit. Accordingly, the shares held by the promoters of your Company were held 100% in electronic mode as at 30th June, 2014. 87.84% of the Equity Shares of the Company were held in demat mode as at 30th June, 2014,

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CEO / CFO Certification

Mr. Vikram Mankal, Managing Director & Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as required in Clause 49 (V) of the Listing Agreement.

Consolidated Financial Statements

in accordance with Accounting Standard AS - 21 on Consolidated Financial Statements issued by the institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as a part of this Annual Report.

The Ministry of Corporate Affairs, Government of India has vide Circular No: 2 /2011 dated February 8, 2011 granted general exemption, subject to the fulfilment of certain conditions, from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company without obtaining prior approval from the Central Government for such exemption. Accordingly, 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. Financial Information of the subsidiary companies are disclosed elsewhere in the Annual Report. The Annual Accounts of these subsidiaries and related detailed information will be made available for inspection to any member of the Company at the Registered office of the Company.

SUBSIDIARY COMPANIES

As at 30th June, 2014, your Company had a total of 3 subsidiaries and 2 step down subsidiaries: The following are the details of the subsidiaries, step down subsidiaries of your Company.

SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2013-14 are as under:

(Rupees in Lacs) Particulars 2013-14

Sales & Other Income 1096.82

Equity Capital 1202.40

Reserves & Surplus 3286.42

Earnings per share 0.64

RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land on which Wind Farm is being developed. Further, RCi Power Limited has two subsidiaries.

i) RCI Windfarm 30MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

Dividend

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors finds it prudent not to recommend declaration of dividend for the year.

Deposits

The Company has not accepted any deposits during the financial year.

Directors

Mrs. Sucharitha Parthasarathy retires by rotation at the ensuing Annual General Meeting and she being eligible, offers herself for election for a period of 5 years as an independent director. :

In accordance with the provisions of Section 149 the Companies Act, 2013, Independent Directors are required to be appointed for a term of five:consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting.

Changes during the year

Mr. Rajesh Devarajan stepped down as Director, The Board places on record its appreciation for the contribution made by him during his tenure of office.

Ms. V. Sriramalakshmi has been appointed as Company Secretary & Compliance officer with effect from 13th May, 2014 subsequent to the resignation of Ms. Rohini Ramanathan from the post of Secretary & Compliance officer with effect from 25th January,2014.

Directors'' Responsibility Statement

Your directors confirm:

(i) That in the presentation of the Annual Accounts for the year ended 30th June 2014, the applicable accounting standards have been followed.

(ii) That they had selected such accounting policies and applied them consistently and made judgements 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 30th June 2014 and of the profit of the Company for the year ended on that date ;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) That they had prepared the annual accounts of the Company on a ''going concern'' basis.

Auditors and Auditors Report

M/s. S. H. Bhandari & Co., Chartered Accountants, bearing Firm Reg. No. 000438S are proposed to be appointed as the Statutory Auditors of the Company in the place of the retiring Auditors M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, bearing Firm Reg. No. 003957S who have not opted for re-appointment.

The Company has received a letter from M/s S. H. Bhandari & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits underthe Companies Act, 2013 and that they are not disqualified for appointment.

Accounting Year

With the introduction of the new Companies Act, 2013 effective from 1 st April 2014 it has become mandatory for the companies to have uniform financial year i.e. from April to March. Our company will also fall in tine with the new Companies Act and in view of this the financial year for 2014-15 will be for a period of 9 months i.e. from July 2014 to March 15;

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 3,86,881/-.

Particulars of Employees

There were no employees covered under sub-section 2A of Section 217 of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 as amended vide Notification No.GSR 289 (E) dated 31st.March,20H.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the bankers, Shareholders, Customers and suppliers. The Directors also wish to place on record their appreciation to all employees of the company for their contribution.

For and on behalf of the Board

Vikram Mankal K.N.Narayanan Managing Director & C.E.O. Director

Place : Chennai Date : 6th September, 2014


Jun 30, 2012

Dear Shareholders,

The Directors are pleased to present the Twentieth Annual Report along with the Audited Accounts for the Financial Year ended 30th June, 2012.

The performance of the Company for the year ended 30th June, 2012 is summarized below:

(Rs. in Lacs) Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Sale and Other Income 16305.59 22040.66 5481.55 3305.24

Profit / (Loss) before Depreciation, Interest and Tax 2160.61 2008.48 666.12 121.90

Interest 1074.88 1195.07 0.61 5.53

Depreciation 317.26 467.62 8.46 10.91

Profit (Loss) before Tax 768.47 345.79 657.05 105.46

Less: Provision for Tax 462.13 156.58 429.71 61.58

Less : Provision for Deferred Tax 12.37 13.55 0.30 -11.39

Minority Interest 33.51 61.50 - -

Share of Profit of Associates 1386.36 863.38 - -

Profit carried to Balance Sheet 1646.82 977.54 227.04 55.27



PERFORMANCE REVIEW

The Consolidated Sales and other income for the year under review was Rs. 16305.59 lacs as against Rs. 22040.66 lacs in the previous year. While the Standalone Turnover for the year is Rs. 5481.55 lacs as compared to Rs.3305.24 lacs in the previous year. The reduction in the Consolidated turnover was on account of reduction of turnover of the subsidiary company - Emas Engineers and Contractors Private Ltd due to slowing down of some of that company's real estate projects under execution. Profit before Interest, Depreciation and Tax was at a level of Rs.2160.61 lacs as against Rs. 2008.48 lacs. Your company has reported a Profit after Tax of Rs. 1646.82 lacs as against Rs.977.54 lacs in the previous year.

Business Highlights

Your Company has commenced execution of the Tadapatri 95 MW Project and the first phase of the 56 MW project is expected to be completed in all respects by the end of 2012.

Your Company has identified new lands for development of windfarm.

Depository System

Your Company's Equity Shares are available in dematerialised form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As per the Securities Exchange Board of India (SEBI ) Circular No: Cir/ISD/3/2011 dated June 17, 2011 on "Trading rules and shareholding in dematerialized mode", all the Listed Companies were required achieve 100% of the promoters and promoter group's holding in dematerialized within a prescribed time limit. Accordingly the shares held by the promoters of your Company were held in electronic mode and as at 30th June, 2012. 87.77% of the Equity Shares of the Company were held in demat form as at 30th June, 2012.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges is reproduced in a separate section elsewhere in the Annual Report.

CEO / CFO Certification

Mr. Vikram Mankal, Managing Directors Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as required in Clause 49 (V) of the Listing Agreement.

Consolidated Financial Statements

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided as part of this Annual Report.

The Ministry of Corporate Affairs, Government of India has vide Circular No. 2/2011 dated February 8, 2011 granted general exemption, subject to fulfillment of certain conditions, from attaching the Balance Sheet of the Subsidiaries to the Balance Sheet of the Company, without obtaining prior approval from the Central Government for such exemption. Accordingly, the Balance sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies are disclosed elsewhere in the Annual Report. The Annual Accounts of these subsidiaries and 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 Registered office of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES

As at 30th June, 2012, your Company has a total of 3 subsidiaries and 2 step down subsidiaries, the following are the details of the subsidiaries, step down subsidiaries and associate companies of your Company.

SUBSIDIARY/STEP DOWN SUBSIDIARY COMPANIES

EMAS ENGINEERS AND CONTRACTORS PRIVATE LIMITED

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2011 - 2012 is as under:

(Rupees in Lacs) Particulars 2011-12

Sales & Other Income 10821.87

Equity Capital 1202.40

Reserves & Surplus 3100.81

Earnings per share 0.56



RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land for wind farm development. Wind Farm will be developed on the lands held by them. Further, RCI Power Limited has two subsidiaries

i) RCI Windfarm 30MW Private Limited and ii) RCI Windfarm 50 MW Private Limited

ASSOCIATE COMPANY

HALDIA COKE AND CHEMICALS PVT LTD

The Company has 29.97% of equity stake in Haldia Coke and Chemicals Pvt Ltd (HCCPL) which in turn holds 60.86% in Ennore Coke Limited. During the year ended 31st March, 2012, HCCPL reported a consolidated turnover of Rs.1672.94 lacs with a Profit after tax of Rs.117.22 lacs.

Dividend

Considering the significant expansion plans and implementation of the same your Company requires substantial investments and hence the Board of Directors think it prudent to not recommend dividend for the year ended 30lh June 2012.

Deposits

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies' (Acceptance of Deposits) Rules, 1975.

Directors

Mr. Malka Komaraiah , retires by rotation at the ensuing Annual General Meeting and he, being eligible, offers himself for re-appointment.

Mrs. Vathsala Ranganathan resigned from the Board with effect from 02nd March 2012. The Board wishes to place on record the service rendered by Mrs. Vathsala Ranganathan as a Director of the Company.

Directors' Responsibility Statement

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

(i) in the presentation of the Annual Accounts for the year ended 30th June 2012, the applicable accounting standards read with the requirements 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 a true and fair view of the state of affairs of the Company as at 30th June 2012 and of the profit of the Company for the year ended 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

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

Auditors and Auditors Report

M./s PKF Sridhar & Santhanam, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the financial year 2012-2013. The members are requested to consider their appointment and authorise the Board of Directors to fix their remuneration. The auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956, furnished certificate of their eligibility for the appointment.

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

The Auditor's Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956 except that.

Reply Point No.3 of the Auditors' Report to the Consolidated Financial Statements

The Financial year of the EMAS Engineers and Contractors Private Ltd for the period 2011- 12 is from 1st April, 2011 to 30th June, 2012. Hence the Unaudited Financials for the period 1st July, 2011 to 30th June, 2012 were provided for consolidation of accounts.

Reply Point No.4 of the Auditors' Report to the Consolidated Financial Statements

The Financial year of the Haldia Coke and Chemicals Pvt Ltd are from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

Reply Point No.7 of the Auditors' Report to the Consolidated Financial Statements

This will be examined and suitable provisions, if required, will be provided by EMAS Engineers and Contractors Pvt Ltd in the next year.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 2,057,342/-

Particulars of Employees

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 particulars of employees are not required to be set out in the Report since there are no employees who are covered under the abovementioned provisions and rules.

Acknowledgement and Appreciation

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by all Members during the year under review.



For and on behalf of the Board

Vikram Mankal K.N. Narayanan

Managing Director & C.E.O. Director

Place : Chennai Date : 11th September, 2012


Jun 30, 2011

The Directors have pleasure in presenting their Report together with the Audited Accounts for the year ended 30th June 2011.

The performance highlights of the Company for the year are summarized below:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Particulars 2010-2011 2009-2010

Revenue 3305.24 364.46

Profit before Interest, 121.89 181.82 Depreciation and Tax

Interest & Finance Charges 5.53 -

Depreciation 10.90 13.08

Provision for Tax 61.58 20.79

Deferred Tax - 11.39 13.23

Net Profit for the year 55.27 134.72

Accumulated Profit Brought 310.14 175.42 forward From Balance Sheet

Total Distributable profit 365.41 310.14

Dividend - -

Dividend Tax - -

Profit Carried over to the 365.41 310.14

Balance Sheet

CAPITAL STRUCTURE

The Capital Structure of the Company for the year ended 30th June, 2011 is as under :

Particulars Amount (Rs.)

Authorized share capital 4,41,50,000 equity shares of Rs.10/- each 44,15,00,000

Issued, Subscribed & Paid-up capital 4,13,50,060equity shares of Rs.10/- each 41,35,00,600

BUSINESS HIGHLIGHTS

Your Directors are pleased to state that during the year the Company received the first prestigious order for 95 MW wind farm development from Leitner Shriram Manufacturing Limited (LSML). The order will give your Company a gross margin of Rs. 30 lacs per MW and receive annual lease income of Rs. 3.80 Crores from 1st April, 2012. The entire project will be completed by 31st March, 2013.

The order backlog of the subsidiary company - EMAS Engineers and Contractors Pvt Ltd as on 31st December, 2011 of Rs. 442 Crores.

BUSINESS REVIEW

The Company operates in two major segments - Infrastructure and development Engineering and Construction.

The Infrastructure and Development segment includes civil contracting and contracting for wind farm development.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements presented by the Company includes financial information of all its subsidiary companies and are prepared in accordance with Accounting Standard (AS - 21) issued by the Institute of Chartered Accountants of India. The Ministry of Corporate Affairs , New Delhi under Section 212 (8) of the Companies Act, 1956 vide General Circular No: 2 of 2011, No: 51/12/2007-CL-III dated 8th February, 2011 have granted general exemption from attaching the full text of financial statements of the subsidiaries along with the financial statements of the Company. The general exemption has been granted provided the Company complies with certain conditions as laid down in the said Circular. The Company has complied with the conditions laid down in the said Circular and hence is eligible for the general exemption as laid in the above mention Circular for the year ended 30th June, 2011.

Necessary disclosures with respect to the subsidiaries have been made in the Annual Report in the Statement pursuant to Section 212 of the Companies Act, 1956. However, on request by any member of the Company / Statutory authorities interested, the documents will be made available for inspection at the registered office of the Company. A statement summarizing the financial results of all the subsidiaries is attached to the consolidated financial statements.

DIVIDEND

Considering the significant expansion plans of your Company which require substantial investments, the Board of Directors think it prudent not to recommend declaration of dividend for the year.

AMALGAMATION OF VALAGAM POWER PROJECTS PVT LTD AND BLACKGOLD CHEMICALS PVT LTD WITH THE COMPANY

The Hon'ble High Court of Madras approved the Scheme of Amalgamation filed by your Company for merger of M/s Valagam Power Projects Pvt Ltd (VPPL) and M/s Blackgold Chemicals Pvt Ltd (BGPL) with the Company vide its Order dated 30th November, 2011 and the same was registered by the Registrar of Companies, Tamil Nadu, Chennai on 14th December, 2011. The Scheme of Amalgamation of VPPL and BGPL with your Company was

envisaged to create a single robust entity which would carry on business that is integrated and complimentary in nature. Amalgamation of VPPL with your Company would result in the strengthened leadership in the industry in terms of asset base, revenue and market share of the combined entity since VPPL owns Windfarms in the state of Andhra Pradesh. Amalgamation of BGPL with your Company would enable the Company to gain control on companies that deal with the coke and coal business since BGPL holds stake in companies engaged in the business of dealing with coal and coke.

INFORMATION UNDER SECTION 212 (8) OF THE COMPANIES ACT, 1956 EMAS ENGINEERS AND CONTRACTORS PRIVATE LTD

EMAS is engaged in the business of Civil and Electro Mechanical contracting. The business portfolio of EMAS includes construction of residential buildings and commercial establishments. It has carried out projects in states of Tamil Nadu, Karnataka and Andhra Pradesh. Financial Highlights of EMAS for 2010-11 is as under:

(Rupees in Lacs)

Particulars 2010-2011

Sales 18,569.07

Other Income 164.29

Equity Capital 1,202.40

Reserves & Surplus 3,033.67

Earnings per share 1.02

Net Asset Value 4386.07

RCI POWER LIMITED & RCI POWER (AP) LIMITED

These are the Companies that hold land for wind farm development. Windfarm will be developed on the lands held by them. Further, RCI Power Limited has two subsidiaries.

i) RCI Windfarm 30 MW Private Limited and

ii) RCI Windfarm 50 MW Private Limited

ASSOCIATE COMPANIES

The Company has 29.97% of equity stake in Haldia Coke and Chemicals Pvt Ltd (HCCPL) which in turn holds 60.86% in Ennore Coke Limited. During the year under review, HCCPL reported a consolidated turnover of Rs. 854.76 Crores with a Profit after tax of Rs. 20.92 Crores.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available in dematerialized form through National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL). As at 30th June, 2011, 76.83% of the Equity Shares of the Company were held in demat form.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and outlook of the company and its business is given in the Management Discussion and Analysis report, which forms a part of this report.

CEO/ CFO CERTIFICATION

Mr. Vikram Mankal, Managing Director & Chief Executive Officer and Mr. A. Sriram, Chief Financial Officer have given a Certificate to the Board as contemplated in Clause 49 (V) of the Listing Agreement.

DEPOSITS

The Company has not accepted any deposits either from the shareholders or public within the meaning of The Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. K.N. Narayanan, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

Mr. Vikram Mankal was appointed as an Additional Director by the Board of Directors with effect from 14th December, 2011. Further, Mr. Vikram was appointed as the Managing Director & Chief Executive Officer of the Company by the Board of Directors under Section, 269 read with Schedule XIII of the Companies Act, 1956 for a period of three years from 14th February, 2012 to 13th February, 2015 and his salary was fixed with effect from 1st March 2012.

During the year, Mr. Rajesh Devarajan and Ms. Sucharitha Parthasarathy were appointed as Additional Directors of the Company and they hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

As required under the provisions of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 particulars of employees are not required to be set out in the Report since there are no employees who are covered under the abovementioned provisions and rules.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the presentation of the annual accounts for the year ended 30th June, 2011, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, 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 30th June, 2011and of the profit 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 together irregularities ; and

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

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A Report on Corporate Governance along with a certificate from the Practicing Company Secretary forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities, relating to conservation of energy or technology absorption during the year under review. The out go on expenditure in foreign currency on account of travel was Rs. 2,54,169.

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for reappointment.

AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES ACT, 1956

The Auditors' Report is self explanatory and does not require any further comments under Section 217 (3) of the Companies Act, 1956, except that :

REPLY FOR POINT NO. 5 OF THE AUDIT REPORT ON THE STANDALONE FINANCIALS AND POINT NO (xvii) OF THE ANNEXURE TO THE AUDIT REPORT ON THE STANDALONE FINANCIALS

The Company treated Land as Current Asset, since the Company was earlier engaged in the business of Housing and Development. The Company presently is also operating in the areas of Infrastructure and Development as well. The Company had a land for development. Now, the Company intends to develop and utilise the land for its own office and hence the land was transferred from Current Assets to Fixed Assets resulting in short term funds being used for long term investments.

REPLY FOR POINT NO. 3 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

The Financial year of EMAS Engineers and Contractors Pvt Ltd is from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

RCI Power Ltd & RCI Power (AP) Ltd were not the subsidiaries of the Company as on 30th June, 2011. These companies were subsidiaries of Valagam Power Projects Pvt Ltd. RCI Windfarm 30 MW Pvt Ltd and RCI Windfarm

50 MW Pvt Ltd are subsidiaries of RCI Power Ltd. On sanction of the Scheme of Amalgamation of Valagam Power Projects Pvt Ltd with the Company with effect from 1st July, 2010 the financial results of the above mentioned companies have also been consolidated with the Consolidated Accounts of the Company for the year ended 30th June, 2011.

The Financial year of the said Companies are also from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

REPLY FOR POINT NO. 4 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

The Financial year of the Haldia Coke and Chemicals Pvt Ltd are from 1st April to 31st March. Hence the Un audited Financials as on 30th June, 2011 were provided for consolidation of accounts.

REPLY FOR POINT NO. 7 OF THE AUDIT REPORT ON THE CONSOLIDATED FINANCIALS

(a) This will be examined and suitable provisions, if required, will be provided by EMAS Engineers and Contractors Pvt Ltd in the next year.

(b) The Company treated Land as Current Asset, since the Company was earlier engaged in the business of Housing and Development. The Company presently is also operating in the areas of Infrastructure and Development as well. The Company had a land for development. Now, the Company intends to develop and utilise the land for its own office and hence the land was transferred from Current Assets to Fixed Assets resulting in short term funds being used for long term investments.

LIST OF PROMOTERS AND PROMOTER GROUP

Shri Housing Private Limited, Shriram Auto Finance, Shriram Auto Finance LLP, Haldia Coke & Chemicals Private Limited, Ennore Coke Limited, Wellman Coke India Limited, EMAS Engineers & Contractors Private Limited, RCI Power Limited, RCI Power (AP) Limited, RCI Windfarm 30 MW Private Limited, RCI Windfarm 50 MW Private Limited.

By the Order of the Board of Directors

Vikram Mankal K.N. Narayanan Managing Director & C.E.O. Director

Place : Chennai

Date : 14th February, 2012


Jun 30, 2010

The Directors have pleasure in presenting their Report together with the Audited Accounts for the Fifteen months period ended 30th June 2010.

The performance highlights of the Company for the year are summarized below:

FINANCIAL RESULTS

for the year for the year ended ended

31.06.2010 31.03.2009

(Rs. in lacs)

Profit before Interest & Depreciation 181.82 147.23

Interest - 56.67

Depreciation 13.08 35.27

Profit before Tax 168.74 55.29

Tax and Fringe Benefit Tax 34.02 26.79

Profit after Tax 134.72 28.50

Balance brought forward from previous year 175.42 146.92

Profit /-Loss Carried to Balance Sheet 310.14 175.42



PERFORMANACE:

The Company has made an income of Rs.239 lacs as compared to Rs. 6948 lacs during the previous year. Due to the recession in the Property Development sector the Company did not venture into new business this year. The Company is looking for new projects in the field of Power Sector for production of Electricity by both conventional and non- conventional methods and also the Company is venturing into infrastructure business.

RIGHTS ISSUE:

The Company has come out with a rights Issue of one crore equity shares of Rs.10/- at a premium of Rs. 10/- per share aggregating to 20 crores. The rights issue was successfully completed and shares were allotted to the shareholders.

EMAS ENGINEERS AND CONTRACTORS PVT LTD

During the year our company has invested an amount of Rs. 1850 lacs in Emas Engineers and Contractors.Pvt Ltd, Chennai, by acquiring 60,24,050 Equity shares which represent 50.10% of Equity Share Capital of Emas. EMAS is engaged in the business of real estate development and contractor primarily having its operation in the state of Tamil Nadu, Karnataka and Andhra Pradesh. EMAS is an ISO 9001:2000 company certified by TUV agency. EMAS has executed various residential, industrial and commercial projects and has diversified work experience in the construction sector which includes Hospitality, Industrial. Commercial. Educational and IT.

AMALGAMATION OF VALAGAM POWER PORJECTS LIMITED:

The Board of Directors at their meeting held on 25th June 2010 have approved a Scheme of Amalgamation under Section 391 and 394 of the Companies Act 1956 for the merger of Valagam Power Projects Pvt. Limited (Transferor Company) with Premier Energy and Infrastructure Ltd. (Transferee Company). The Company has made an application to Bombay Stock Exchange Ltd. for in-principfe approval for the Scheme of Amalgamation. The Company is also in the process of submitting necessary Petition to Honble High Court of Madras.

DIVIDENDS

Since the company has made only a marginal profit, your Directors have not recommended any Dividend for the year.

DIRECTORS

Mr. R Ramakrishnan, Director retires by rotation as per Article 121 of the Articles of Association of the Company and being eligible offers himself for re-appointment. A brief resume, expertise and details of other directorships of Mr. R Ramakrishnan. Director are provided in the Notice of the ensuing Annual General Meeting.

Mrs. Vathsala Ranganathan and Mr. M Komariah were appointed as Additional Director under section 260 of the Companies Act, 1956 at the Board Meeting held on 29th September 2009. In terms of Section 260 of the Companies Act, 1956, they will hold office up to the date of the ensuing Annual General Meeting.

Mr. M Narayanamurthi, Mr. A Sriram, Mr. T R Murali and Mr. S Jagannathan resigned from the Board during the year. The Board wishes to place on record the services rendered by Mr. M Narayanamurthi, Mr. A Sriram, Mr. T R Murali and Mr. S Jagannathan as a Directors of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion Analysis Report, Corporate Governance Report and Auditors Certificate regarding Compliance of Corporate Governance are made a part of the Annua! Report.

CEO/ CFO CERTIFICATION

Mr. K N Narayanan, Director has given a Certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

DEPOSITS

The Company has not accepted deposits from the public during the period under review.

PARTICULARS OF EMPLOYEES .

As required under the provisions of Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employee) Rules 1975 as amended, the names and other particulars of employees are set out in Annexure to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in preparation of accounts for the 15 months period ended, 30th June. 2010 the applicable Accounting Standards have been followed along with proper explanation relating to materia! departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of these state of affairs of the company at the end of the financial year and of the profit of the company for the year under review:

c) That 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

d) That the Directors have prepared the Accounts for the 15 months period ended 30th June 2010 on a going concern basis.

AUDITOR

M/s P K F Sridhar and Santhanam, Chartered Accountants, Chennai the Companys Auditors, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS RFPORT

The Auditors Report is self explanatory and does not require any further comments under section 217 (3) of the companies Act, 1956 except that.

5 (a) The Company has invested an amount of Rs. 13,78,03,255 during the period under review. Also the Company has granted loan to another Company and has not charged interest for the period under review. As per Section 372 A of the Companies Act, 1956. the Company is entitled to invest in acquire by way of Subscription, purchase or otherwise 60% of the paid up capital and free reserves of the Company or 100% of the free reserves of the Company, whichever is higher. Since the Company has not obtained the prior approval of the shareholders before making such investments, the company has made an application to Registrar of Companies, Tamilnadu, Chennai and also made a petition to the Company Law Board, Southern Region Bench for a suo-motto compounding of offences under that provision.

5 (b) The Company has also granted an advance in the nature of loan to a Partnership Firm in which one of the Directors of the Company is a Partner in the Partnership Firm without obtaining prior approval of the shareholders and the Central Government in this regard. The Company is of the opinion that the advance had been paid only for a short term purpose and the same was returned by SAF also Since the Auditors have made an observation that the provision of Section 295 under the Companies Act 1956, has not been followed, the Company has made an application to the Registrar of Companies, Tamilnadu, Chennai and also to the Company Law Board, southern Region Bench for compounding of offences.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS.

These particulars required under Section 217 (1)(e) of the Companies Act, 1956 are not applicable to the company, not being Industrial Company:

ACKNOWLEDGEMENT

The Directors thank the Companys Bankers, Shareholders, the Registrars and the employees for their continued support to the Companys progress during the period under review.

for and oh behalf of the Board

Place : Chennai Vathasala Ranganathan K.N.Narayanan

Date : 15.11.2010 Director Director

 
Subscribe now to get personal finance updates in your inbox!