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Directors Report of Ravindra Energy Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 35th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2015.

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

The standalone revenue from operations for the year ended March 31,2015 was Rs. 772.64 Million and other income was Rs. 45.34 Million, aggregating to Rs. 817.98 Million, as against revenue from operations of Rs. 1,007.02 Million and other income of Rs. 36.78 Million, aggregating to Rs. 1,043.80 Million for the previous year ended March 31, 2014. The Company earned profit after tax of Rs. 3.52 Million for the year ended March 31,2015 compared to Rs. 2.69 Million earned for the previous year ended March 31, 2014. Revenue from operations includes Rs. 16.29 Million from solar system for water pumping. There was reduction in revenue as compared to the previous year, because of logistic problems, causing delay in shipment.

The consolidated revenue from operations for the year ended March 31, 2015 was Rs. 5,551.61 Million and other income was Rs. 143.03 Million, aggregating to Rs. 5,694.64 Million, as against revenue from operations of Rs. 5,547.41 Million and other income of Rs. 119.90 Million, aggregating to Rs. 5,667.31 Million for the previous year ended March 31,2014. The Company earned consolidated profit aftertax of Rs. 77.84 Million for the year ended March 31, 2015 against Rs. 56.66 Million earned for the previous year ended March 31,2014.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31,2015 is summarised below:

(Rupees in Million)

Standalone

Particulars

2014-15 2013-14

Revenue from Operations 772.64 1,007.02

Other Income 45.34 36.78

Total 817.98 1,043.80

Profit/(Loss) before financial expenses, depreciation and amortization 7.17 4.54

Financial expenses 0.59 0.05

Depreciation & Amortization 1.39 0.80

Profit/(loss) before exceptional and 5.19 3.69 extraordinary items

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 5.19 3.69

Provision for Current tax 2.26 1.86

Deferred Tax (0.59) (0.86)

Short and excess provision for earlier year

Profit/(Loss) after taxation 3.52 2.69

Profit/(Loss) attributable to minority - - shareholders

Profit/(loss) brought forward 88.01 85.32

Depreciation difference (0.11) -

Profit available for appropriation 91.43 88.01

Appropriation - -

Profit/(Loss) retained in Profit & 91.43 88.01 Loss Account

Particulars Consolidated

2014-15 2013-14

Revenue from Operations 5,551.61 5,547.41

Other Income 143.03 119.90

Total 5,694.64 5,667.31

Profit/(Loss) before financial expenses, depreciation and amortization 291.56 317.03

Financial expenses 183.64 241.68

Depreciation & Amortization 28.05 16.20

Profit/(loss) before exceptional and 79.87 59.15 extraordinary items

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 79.87 59.15

Provision for Current tax 2.66 3.42

Deferred Tax (0.63) (0.93)

Short and excess provision for earlier - - year

Profit/(Loss) after taxation 77.84 56.66

Profit/(Loss) attributable to minority - (1.59) shareholders

Profit/(loss) brought forward 217.33 159.08

Depreciation difference (60.27) -

Profit available for appropriation 77.84 58.25

Appropriation - -

Profit/(Loss) retained in Profit & 234.89 217.33 Loss Account

PROJECT DEVELOPMENT

The Company has entered in to the business of installing solar photo voltaic (PV) power packs at existing irrigation pumps at various locations in the state of Karnataka. The Company has so far installed 67 solar PV packs.

The Company will be developing projects under Small Farmer Solar Policy of Government of Karnataka. Government of Karnataka invited applications for up to 3MW ground mounted grid connected systems. The Company will be partnering with the farmers in Karnataka Small Farmers Policy. Projects will be located on farmers land. Farmers will sign Power Purchase Agreement (PPA) with ESCOM. The project will be developed in association with the farmer, for which special purpose vehicle (SPV) will be formed. Farmer will assign PPA to SPV. The Company is already in association with the farmers who are allocated 43MW under this policy.

The Company will be developing rooftops under Karnataka Net Metering Policy. Project will be developed and owned by the Company. Power will be supplied to the rooftop owner at a discounted price and excess generation will be commercially exported.

TRANSFER TO RESERVES

In view of inadequate profits earned for the financial year ended March 31, 2015, no amount was transferred to the reserves.

DIVIDEND

With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31,2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of sub-section (3) of section 129 of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company is pleased to present the consolidated financial statement of the Company and of all the subsidiaries which are annexed and forms an integral part of the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure I to this Report have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in Form AOC I is provided in the consolidated financial statement and hence not provided here. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at www.ravindraenergy.com.

AMALGAMATION

The Board of Directors has approved the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited with the Company.

Vantamuri Trading and Investments Limited is a 100% subsidary of the Company and Nandur Sugars Limited is a 100% subsidary of Vantamuri Trading and Investments Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 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 March 31,2015 and 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

RISK MANAGEMENT

During the year the Board of Directors have constituted a Risk Management Committee consisting of Mr. Satish Mehta, Mr. Vishwanath Mathur and Mr. Sidram Kaluti, to monitor and review risk management plan and to carry out such other functions as may be delegated to the committee by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Mr. Sidram Kaluti Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mrs. Vidya Murkumbi is appointed as Non-Executive Non-Independent Director liable to retire by rotation in the Annual General Meeting held on December 31,2014. Mr. Vishwanath Mathur, Mr. P Lima Shankar and Mr. Satish Mehta were appointed as Independent Directors and Mr. Sidram Kaluti was appointed as Whole-Time Director designated as President for a period of three years in the said Annual General Meeting. Mr. Sidram Kaluti Whole-Time Director of the Company was designated as Chief Executive Officer of the Company with effect from July 1,2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Mr. J Suresh Kumar Chief Executive Officer and Chief Financial Officer of the Company resigned from the organisation with effect from June 30,2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as the Key Managerial Personnel of the Company.

Board evaluation & Directors remuneration

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Clause 49 of the Listing Agreement.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson was evaluated.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

Policy tor Selection of Directors and determining Directors' independence is annexed to this report as Annexure II.

Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed to this report as Annexure lll.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors and their Report

M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The firm of Auditors has been holding office as Statutory Auditors of the Company for two years including the financial year 2013-14, in which 1st AGM was held after the commencement of the provisions of Section 139(2) of the Companies Act, 2013.

As per Rule 6 of the Companies (Audit and Auditors) Rules, 2014 the maximum number of consecutive years for which the firm may be appointed is 9 years, including the financial year 2013-14. M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants can be appointed for a remaining period of 8 years.

The Board of Directors recommends their re-appointment from the conclusion of the forthcoming Annual General Meeting for a 1st term of three consecutive years until the conclusion of 38th Annual General Meeting, subject to ratification by members at every Annual General Meeting. The Auditors have given written consent to such re-appointment and certificate to the effect that the firm is eligible for re-appointment and that the proposed re-appointment is within the limits specified under the provisions of the Companies Act, 2013.

The Auditors' Report to the shareholders for the year ended March 31,2015 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board appointed M/s. Sanjay Dholakia & Associates, 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 herewith as Annexure IV & forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

DISCLOSURES

Audit Committee

The Board of Directors reconstituted Audit Committee in its meeting held on August 14, 2014. The Audit Committee comprises of two Independent Directors viz. Mr. Satish Mehta (Chairman) and Mr. Vishwanath Mathur and one other member Mrs. Vidya Murkumbi. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company has formulated policy on Vigil Mechanism/ Whistle Blower for directors and employees to report concerns or grievances about unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy, pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and it's Powers) Rules, 2014 and Clause 49 of the listing agreement with the stock exchange. The policy may be accessed on the Company's website www.ravindraenergy.com.

Meetings of the Board

Six meetings of the Board of Directors were held during the year on April 29,2014, May 30,2014, June 27,2014, August 14,2014, November 14,2014 and February 13,2015.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not made investment, given guarantee or provided security during the year under review.

Conservation of Energy

Particulars with respect to conservation of energy pursuant to Rule 8(3) A of the Companies (Accounts) Rules, 2014 are not given as the Company was engaged only in the business of trading.

Technology Absorption

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are therefore not given.

Foreign Exchange Earnings and Outgo

* Foreign exchange earnings: Rs. 756.35 Million

* Foreign exchange outgo: Nil

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 extract of Annual Return in Form MGT 9 is annexed as Annexure V and forms part of this report.

Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder:

Name of Employee: Mr. J. Suresh Kumar

Designation: Chief Executive and Financial Officer

Remuneration received : Rs. 20.53 million

Nature of Employment: Contractual

Qualification & experience: B.Com., FCA experience 23 years

Date of commencement of employment: April 1,2012

Age: 46 Years

Last employment held : Shree Renuka Energy Limited Percentage of equity shares held : Nil Relationship: Not related to any Director or Manager.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure VI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. Buyback of shares.

7. Purchase by Company of its own shares or giving of loans for such purchase.

8. No material change affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

9. There was no change in the nature of business.

10. Any of the criteria requiring the Company to constitute Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013 is not attracted.

11. There was no contract or arrangement with the related parties referred to in Section 188(1) of the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and Governmental authorities and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and co-operation.

On behalf of the Board of Directors For Ravindra Energy Limited

Sd /- Vidya Murkumbi Director (Chairperson) DIN:00007588 Address: BC105, Havelock Road, Camp, Belgaum 590001

Mumbai, August 14,2015

Registered Office:

BC 105, Havelock Road, Camp Belgaum 590001, Karnataka Website: www.ravindraenergy.com CIN: L40104KA1980PLC075720


Mar 31, 2014

Dear Members,

The Directors hereby present the 34thAnnual Report of the Company together with the Audited Financial Statements for the period ended March 31, 2014.

FINANCIAL RESULTS

The Scheme of Amalgamation of Shree Renuka Energy Limited ("the Transferor Company") in to Ravindra Energy Limited (''the Transferee Company") became effective on 18th March 2014. The results of the Company therefore include the results of the Transferor Company Shree Renuka Energy Limited with effect from 1st April 2012 (''the appointed date").

The revenue from operations for the year ended March 2014 was Rs. 1,007.02 Millions and other income was Rs. 36.78 Millions, aggregating to Rs. 1,043.80 Millions, as against revenue from operations of Rs. 1,009.88 Millions and other income of Rs. 16.41 Millions, aggregating to Rs. 1,026.29 Millions for the previous year ended March 2013. The company earned profit after tax of Rs. 2.69 Millions for the year ended March 2014 against Rs. 2.72 Millions earned for the previous year ended March 2013.

The consolidated revenue from operations for the year ended March 2014 was Rs. 5,547.41 Millions and other income was Rs. 119.90 Millions, aggregating to Rs. 5,667.31 Millions, as against revenue from operations of Rs. 8,092.32 Millions and other income of Rs. 1,75.44 Millions, aggregating to Rs. 8,267.76 Millions for the previous year ended March 2013. The company earned consolidated profit after tax, before minority interest, of Rs. 56.66 Millions for the year ended March 2014 against Rs. 33.19 Millions earned for the previous year ended March 2013.

The details of Standalone and Consolidated Financial Results are as under:

Standalone (Rs. in Millions)

Particulars 2013-2014 2012-2013

Revenue from Operations 1,007.02 1,009.88

Other Income 36.78 16.41

Total 1,043.80 1,026.29

Profit/(Loss) before financial expenses, depreciation and amortization 4.54 4.57

Financial expenses 0.05 0.80

Depreciation & Amortization 0.80 0.73

Profit/(loss) before exceptional and extraordinary items 3.69 3.04

Exceptional items - -

Extraordinary items - -

Profit/(loss) before tax 3.69 3.04

Provision for Current tax 1.86 0.08

Deferred Tax (0.86) 0.22

Short and excess provision for earlier year - 0.02

Profit/(Loss) after taxation 2.69 2.72

Profit/(loss) brought forward 85.32 82.60

Profit available for appropriation 88.01 85.32

Appropriation - -

Profit/(loss) retained in Profit & Loss Account 88.01 85.32





Consolidated (Rs. in Millions)

Particulars 2013-2014 2012-2013

Revenue from Operations 5,547.41 8,092.32

Other Income 119.90 175.44

Total 5,667.31 8,267.76

Profit/(Loss) before financial expenses, depreciation and amortization 317.03 253.47

Financial expenses 241.68 297.21

Depreciation & Amortization 16.20 9.54

Profit/(loss) before exceptional and extraordinary items 59.15 (53.28)

Exceptional items - 87.89

Extraordinary items - -

Profit/(loss) before tax 59.15 34.61

Provision for Current tax 3.43 1.18

Deferred Tax (0.93) 0.22

Short and excess provision for earlier year - 0.02

Profit/(Loss) after taxation 56.66 33.19

Profit/(Loss) attributable to minority shareholders (1.59) (2.69)

Profit/(loss) brought forward 159.08 123.20

Profit/(loss) retained in Profit & Loss Account 217.33 159.08

AMALGAMATION

The Scheme of Amalgamation of Shree Renuka Energy Limited (the Transferor Company) in to Ravindra Energy Limited (the Transferee Company) (hereinafter referred to as the Scheme of Amalgamation) has been approved by the Hon''ble High Court of Judicature at Bombay by it''s order dated 21st June 2013 and Hon''ble High Court of Karnataka by it''s order dated 13th December 2013.

The Transferee Company filed certified copy of the Order of the Hon''ble High Court of Judicature at Bombay, with the Registrar of Companies, Maharashtra, on 12th August 2013 and transferor Company filed certified copy of the order of the Hon''ble High Court of Karnataka on 18th March 2014. As per the Scheme of Amalgamation the effective date of the Scheme is 18thMarch 2014.

The Scheme of Amalgamation provides for change of name of the Company from Ravindra Energy Limited to Shree Renuka Energy & Resources Limited. The Registrar of Companies Karnataka has reserved the name Shree Renuka Energy & Resources Limited, on application of the Company.

The authorised share capital of the Company, increased from Rs. 10,000,000/- to Rs. 1,510,000,000 as the authorised share capital of Shree Renuka Energy Limited (the transferor company) stood transferred to and combined with the authorised share capital of the Company, on scheme became effective.

The Company made allotment of 121,476,000 Equity Shares of Rs. 10/- each in the Company to the shareholders of Shree Renuka Energy Limited, being the Transferor Company, in the Scheme of Amalgamation, with this Company, according to the share exchange ratio of 1:1 as provided in the Scheme of Amalgamation, in the following manner:

a. 111,946,000 Equity Shares of Rs. 10/- each credited as fully paid up; and

b. 9,530,000 Equity Shares of Rs. 10/- each credited as partly paid up at Re. 1/- each.

The share certificates for the shares allotted have been dispatched to those allottees, who held shares in the transferor company in physical mode and shares are being credited to the respective demat accounts of those allottees who held the shares in the transferor company in demat mode.

The Bombay Stock Exchange has granted its approval for listing of shares, allotted to the shareholders of the Transferor Company, pursuant to the Scheme of Amalgamation.

The registered office of the Company is shifted from the State of Maharashtra to the State of Karnataka and is now situated at BC 105, Havelock Road, Camp, Belgaum 590001, Karnataka.

The Corporate Identification Number is changed to L40104KA1980PLC075720.

DEMATERIALISATION OF SHARES

The Company has provided connectivity with NSDL and CDSL for dematerialization of it''s shares for trading in electronic form. The Company has been allotted ISIN INE206N01018.

PROJECT DEVELOPMENT STATUS

1. Development of a Coal based Thermal Power Project at village Vantamuri, Taluka - Hukkeri, District - Belgaum, Karnataka.

The Government of Karnataka (GoK) had approved the coal based thermal power project of 1100 MW at village Vantamuri, in Belgaum district and a Memorandum of Understanding (MoU) had also been signed with the GoK. The Karnataka Industrial Area Development Board (KIADB) had allotted the land for this project as per GoK''s approval but did not give possession of the same.

We have initiated various project development activities for getting various approvals and the clearances. We have also completed different studies required for various purposes.

Shree Renuka Energy Limited (SREL) had also deposited Rs. 17.82 Crores as an advance towards land acquisition. SREL had also put forward the proposal of signing a long term Power Project Agreement (PPA) before GoK. However, there has been considerable delay on the part of KIADB to hand over the possession of land. Furthermore, the Karnataka Distribution Companies have not agreed to sign long term PPA''s in terms of the MoU. Since the physical possession of land has been delayed indefinitely, SREL had requested KIADB to refund the advance deposited. The KIADB has since refunded Rs. 15.10 Crores while retaining Rs. 2.71 Crores as service charges, SREL has filed a petition before the Hon''ble High Court of Karnataka, seeking refund of the service charges retained since the required land hasn''t been handed over by KIADB.

2. Development of a Captive Port near village Manki, Taluka - Honnavar, District - Uttara Kannada, Karnataka.

The Government of Karnataka has approved the proposal for development of a captive port near village Manki, Taluka - Honnavar, with allotment of 75,000 Sq. mtrs. of port land. The land admeasuring 50 acres has been identified, in addition to the above mentioned port land, of which about 26 acres is purchased and taken possession of by the company.

We have signed & registered the Lease Agreement with the Government of Karnataka for use of port land, as per the Government order. We have initiated the pre-development project activities. We have completed the Bathymetric study at the project site. The feasibility study report has been finalized & submitted by the consultant. The Geotechnical Investigation study is completed. The surveys for topography and contour mapping are completed, based on secondary data. We have commissioned the study for assessing the feasibility of private railway siding, for evacuation of cargo, the draft report for the same is completed. Further activities for getting Environment clearance, Coastal Regulatory Zone clearance, etc are initiated. The application is submitted to the Ministry of Environment and Forests (MoEF), seeking environmental clearance. Other studies like Traffic Study and Integrated Logistics Cost are completed. We are also awaiting progress on the Hubli- Ankola Railway corridor, which will be very important development as far as our project is concerned.

3. Solar Irrigation Pumps

The Company has undertaken other business initiatives for development of Solar Energy Projects. The Company has been setting up Solar Pump Irrigation Systems for the farmers in the State of Karnataka for irrigation of farm land. The Company is also in the process of replicating the same at various locations. The Company shall also be taking up activities of development of MW scale grid connected solar power plants.

TRANSFER TO RESERVES

No amount was transferred to reserves for the period under review.

DIVIDEND

With a view to conserve the resources, the Board of Directors decided not to recommend any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DEPOSITS

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

MANAGEMENT

Directors

Mr. Vishwanath Mathur, Director of the Company is liable to retire by rotation and being eligible has offered to be re-appointed as Director of the Company. He is proposed to be appointed as an Independent Director of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and the Board recommends his appointment.

Mr. Sunil Bhide and Mr. Basangoud Patil tendered resignations from the Office of Directors of the Company. They cease to hold Office of Director with effect from October 31, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Vidya Murkumbi, Mr. Sidram Kaluti, Mr. Satish Mehta and Mr. P. Uma Shankar were appointed as Additional Directors w.e.f. 14th August, 2014 and they hold office up to the date of ensuring Annual General Meeting. The Company has received notices under Section 160 of the Companies Act, 2013 proposing their candidatures for the Office of Director and the Board recommends their appointment.

Mrs. Vidya Murkumbi is proposed to be appointed as non-executive Director liable to retire by rotation. Mr. Satish Mehta and Mr. P. Umashankar are proposed to be appointed as Independent Directors. The Company has received declarations from Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

The Board of Directors appointed Mr. Sidram Kaluti as Whole-Time Director designated as President for a period of three years w.e.f. August 14, 2014 subject to the approval of the Shareholders.

Key Managerial Personnel

The Board of Directors in its meetings head on 14th November 2014 assigned Mr. J. Suresh Kumar, Chief Executive Officer of the company to perform the functions of Chief Financial Officer and appointed Mr. Ramnath Sadekar as Company Secretary and Compliance Officer of the company.

AUDITORS

M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Board of Directors recommend their re-appointment from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. The Auditors have given written consent to such re-appointment and certificate to the effect that the firm is eligible for re-appointment and that the proposed re-appointment is within the limits specified under the provisions of the Companies Act, 2013.

AUDITORS REPORT

The Auditors'' Report to the shareholders for the year ended March 31, 2014 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217(2AA) states that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgment 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, 2014 and of the Profit and Loss of the Company for the year ended on that date.

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

d) the Directors have prepared the annual accounts on a "going concern" basis.

SUBSIDIARY COMPANIES

After coming in to effect of the Scheme of Amalgamation of Shree Renuka Energy Limited (SREL), with this company, the subsidiary companies of SREL became the subsidiary companies of the Company.

The following are subsidiaries of the Company.

1. Renuka Energy Resource Holdings (FZE).

2. Vantamuri Trading and Investments Limited - [formerly Shree Renuka Infraprojects Limited].

3. Damodar Resource Holdings (FZE) - [subsidiary of Vantamuri Trading and Investments Limited].

4. PT. Renuka Jambi.

5. Renuka Resource (Singapore) Pte. Ltd. - [Subsidiary of Renuka Energy Resource Holdings (FZE)].

6. PT. Renuka Coalindo TBK - [subsidiary of Renuka Energy Resource Holdings (FZE)].

7. PT. Nagarta Coal Field - [subsidiary of Renuka Resource (Singapore) Pte. Ltd].

8. Renuka Global Minerals, (Mauritius).

9. Mineracao Elefante Ltda. - [Subsidiary of Renuka Global Minerals, Mauritius].

10. Minerales Elefante S.A.S. (Colombia) - [Subsidiary of Renuka Global Minerals, Mauritius].

11. Agri Venture Trading and Investment Private Limited;

12. PT. Jambi Prima Coal - [Subsidiary of PT. Renuka Coalindo TBK].

13. PT. Bandargah Mandiangin Internasional.

14. Nandur Sugars Limited - [subsidiary of Vantamuri Trading and I nvestments Limited].

15. Shree Renuka Urja Private Limited.

16. Shree Renuka Resources Private Limited.

17. Shree Renuka Ports Private Limited.

18. Shree Renuka Energy Infrastructure Private Limited - [Subsidiary of Shree Renuka Urja Private Limited].

SUBSIDIARY BUSINESS

The Indian subsidiary companies are engaged in the business of trading in commodities and installation of solar based irrigation pump sets. The overseas subsidiary companies are engaged in the business of coal mining and trading of commodities and investment. The financial information for the year ended 31st March 2014 of each subsidiary is disclosed in the statement attached to the Consolidated Financial Statements forming part of this Annual Report.

GENERAL EXEMPTION UNDER SECTION 212(8)

The Ministry of Corporate Affairs has issued a general circular No. 2/2011 dated 8th February 2011 granting general exemption to the Companies, under Section 212(8) of the Companies Act, 1956, from attaching certain documents of subsidiary companies to the Balance Sheet of the holding Company. The exemption is granted subject to compliance with certain conditions. The Company has complied with all the conditions contained in the circular. Copies of the Balance Sheets and copies of other documents required to be attached to the Balance Sheet of the Company under Section 212(1) of the Companies Act, 1956 are therefore not attached to the Balance Sheet of the Company.

The Company has attached Consolidated Financial Statements of its subsidiaries as per AS 21, which forms part of this Annual Report. A gist of the financial performance of the subsidiaries is also given in this Annual Report.

The annual accounts of the subsidiary Companies and the related detailed information will be made available to the investors of holding and subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in the registered office of the Company and that of subsidiary companies concerned. The Company will furnish hard copy of accounts of subsidiaries to any shareholder on demand.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans - NIL

b) Total foreign exchange used and earned.

Foreign exchange earnings: Rs. 888.60 millions.

Foreign exchange outgo: Rs. 2.55 millions.

CORPORATE GOVERNANCE

Provisions of Clause 49 of Listing Agreement relating to Corporate Governance became applicable to the Company on making allotment of 121,476,000 Equity Shares of Rs. 10/- each in the Company to the shareholders of Shree Renuka Energy Limited, being the Transferor Company, in the Scheme of Amalgamation, with this Company, as the paid up share capital of the Company increased to more than rupees three crores. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

The Scheme of Amalgamation provided that the employees of Transferor Company shall become the employees of the Transferee Company without any break or interruption in service and on same terms and conditions, as on effective date. Accordingly the employees of Shree Renuka Energy Limited, the Transferor Company became the employees of the Company. Mr. J. Suresh Kumar, Chief Executive Officer of the Transferor Company became the Chief Executive Officer of the Company with effect from 18th March 2014. The information required under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of him is as under.

Name of the Employee : Mr. J. Suresh Kumar

Age : 45 years

Designation and nature of duties : Chief Executive Officer and Chief Financial Officer entrusted with substantial powers of management

Remuneration received during the : Rs. 26.57 millions financial year

Qualification and Experience in : B. Com., FCA, 22 years Yera

Date of Commencement of : 1st April, 2012 (being the employment Appointed Date)

Particulars of last employment : Shree Renuka Energy Limited Relationship : Notrelated to any Director of the Company

REGISTRAR AND TRANSFER AGENTS

The Company has changed it''s Registrar and Transfer Agents from Sharex Dynamic (India) Private Limited to Karvy Computer share Private Limited to handle the share transfer/transmission and other related activities of the company. The

company had given intimation of the said change of Registrar and Transfer Agents for electronic connectivity to depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited. The contact details of the Registrar and Transfer Agents is as under:

Karvy Computer share Private Limited Unit: Ravindra Energy Limited Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad 500081 Tel No. 91 -040-44655000 Fax No. 91-040-23420814 Email ID einward.ris@karvy.com

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and Governmental authorities and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and co-operation.

On behalf of the Board of Directors For Ravindra Energy Limited

Sd/- Mumbai, November 14, 2014 Vidya Murkumbi Director (Chairperson) Registered Office: DIN: 00007588 BC 105, Havelock Road, Camp Address: BC 105, Havelock Road, Belgaum 590001 Karnataka Camp, Belgaum 590001 Website: www.ravindraenergy.com CIN:L40104KA1980PLC075720


Mar 31, 2013

The Shareholders of, Ravindra Energy Limited

The Directors hereby present the 33rd Annual Report of the Company together with the Audited Financial Statements for the period ended March 31,2013.

FINANCIAL RESULTS

There was no revenue from operations during the year under review. Other income of Rs. 906,375/- of the Company consists of interest of Rs. 707,375/- and foreign exchange gain of Rs. 199,000/-. The Company incurred toPORTtal expenditure of Rs. 1,784,519/-. The major items of expenditure were legal, professional fees, etc. The Company incurred loss before tax of Rs. 878,144/-. The loss was increased to Rs. 894,124/- after adjusting short provision of income tax for earlier years of Rs. 15,980/-. The details of Financial Results are as under;

(Amount in Rs.)

Particulars Current Year Previous Year 2012-2013 2011-2012 Rs. Rs.

Sales 3,28,846,441

Other Income 906,375 19,147,453

Total 906,375 347,993,894

Expenses incurred 17,84,519 330,249,034

Profit/(loss) before tax (878,144) 17,744,861

Less: Provision for income tax 5,707,639 Tax paid for earlier years

Deferred Tax 110,605

Short and excess provision for earlier year 15,980 59,410

Profit/(Loss) after taxation (894,124) 11,867,206

ProfiV(loss) brought forward 25,49,272 (8,260,985)

Profit available for appropriation 16,55,148 3,606,221

Transfer to reserves 296,680

proposed dividend @ Re. 1 per equity shares 654,150

Tax on dividend 106,119

Profit/(loss) retained in Profit & Loss Account 16,55,148 25,49,272

TRANSFER TO RESERVES

In view of the loss incurred by the Company, no amount was transferred to reserves for the period under review.

DIVIDEND

In view of the loss incurred by the Company for the financial year, the Board of Directors regrets its inability to recommend any dividend for the year.

DEPOSITS

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

CERTIFICATE OF COMPLIANCE

Pursuant to the proviso to Sub-Section (1) of Section 383A of the Companies Act, 1956 the Company has obtained Certificate of Compliance for the year 2012-13 from Mr. Sanjay Dholakia, Practicing Company Secretary, Mumbai. The Certificate of Compliance is attached as Annexure to this report.

AMALGAMATION

The Board of Directors of the Company in its meeting held on August 20, 2012 had granted in-principle approval to the Scheme of Amalgamation of Shree Renuka Urja Private Limited (under incorporation) and Shree Renuka Energy Limited, into the Company. However, the Board of Directors of the Company in its meeting held on November 12,2012 modified the Scheme of Amalgamation and granted in- principle approval to the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company.

As per the directions of the Hon''ble High Court of Judicature at Bombay the meeting of the equity shareholders of the Company was held on Monday, the 11th day of March, 2013 at 11:00 a.m. at the registered office of the Company at Mumbai wherein the shareholders approved the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company.

The Company is pleased to inform to its members that the Hon''ble High Court of Judicature at Bombay vide its Order dated 21st June 2013 has sanctioned the Scheme of Amalgamation of Shree Renuka Energy Limited into the Company. However the petition for sanction of Scheme of Amalgamation made by the Transferor Company is pending for final orders before the Hon''ble High Court of Karnataka at Bangalore.

Accordingly, once the scheme comes into effect and after compliance with relevant provisions of the Companies Act, 1956. The name of Company be changed to Shree Renuka Energy & Resources Limited, the Memorandum of Association and Articles of Association will be altered in respect of Capital Clause and the registered office of the Company will shifted to the State of Karnataka.

DIRECTORS

Mr. Vishwanath Mathur, Director of the Company is liable to retire by rotation and being eligible has offered to be re-appointed as Director of the Company. The Board recommends his re-appointment.

AUDITORS

M/s. Ashok Kumar, Prabhashankar &Co., Chartered Accountants, Bangalore, Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been obtained to the effect that their re-appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors'' Report to the shareholders for the year ended March 31,2013 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217(2AA) states that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgment 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 and Loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a "going concern" basis.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards technology absorption. Particulars with respect to technology absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services; and export plans;

NIL

b) Total foreign exchange used and earned: Foreign exchange earnings: Rs. 28,37,822/-

Foreign exchange outgo: Rs. NIL

CORPORATE GOVERNANCE

Provisions of Clause 49 of Listing Agreement relating to Corporate Governance are not applicable to the Company as the paid up share capital of the Company is less than rupees three crores. However, the Company is committed to more transparency in the affairs.

PARTICULARS OF EMPLOYEES

None of the employee was in receipt of remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and Governmental authorities and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and co-operation.

By Order of the Board of Directors

For Ravindra Energy Limited

Place: Mumbai Vishwanath Mathur

Date: August 14, 2012 Chairman


Mar 31, 2010

The Directors hereby present the 30th Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March, 2010.

CHANGE OF NAME

The Registrar of Companies, Maharashtra issued fresh Certificate of Incorporation on 21st January 2010 consequent up on change of name of the Company from Ravindra Trading and Agencies Limited to Ravindra Energy Limited. However Bombay Stock Exchange Limited where the equity shares of the Company are listed will take the new name on record on generation of more than 50% of the total revenues from new principal objects.

CHANGE OF NAME

The Board of Directors in its meeting held on May 28th, 2010 shifted its Registered Office of the Company from Flat No.8, B Wing, 4th Floor, Rajiv Building, Gopi Tank Road, Gurudwara, Mahim, Mumbai – 400 016 to 23, 2nd Floor, Madhuli Co-op Hsg. Soc. Ltd., B/h Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400018. The Company accordingly intimated to the Registrar of Companies, Maharashtra, Mumbai.

PROJECTS

The Government of Karnataka has approved establishment of integrated steel plant of the capacity of 6 MTPA at Vijaynagar Area Development Authority (VADA). The Company has made an application to the Government of Karnataka for allotment of 650 Acres of land and 2.3 MGD of water for the proposed plant. The Company is also exploring the possibility of acquiring mining leases.

FINANCIAL RESULTS

There was no income for the Company except other income of Rs. 8,390/-. The Company incurred expenditure of Rs. 13,59,379/-. The major items of expenditure were interest, listing fee and salary to staff and professional charges. The details of financial results are as under.

Particulars Current Year Previous Year 2009-2010 2008-2009 Rs. Rs.

Sales - 45,13,174

Other Income 8,390 673

Expenses incurred 13,59,379 3,43,962

Profit/(loss) before tax (13,50,989) 33,183

Provision for income tax - 3,418

Profit / (Loss) after taxation (13,50,989) 29,765

Profit / (loss) brought forward (1,23,21,273) (1,23,51,038)

Profit / (loss) carried to balance sheet (1,36,72,262) (1,23,21,273)



TRANSFER TO RESERVES:

No amount was transferred to reserves in view of loss.

DIVIDEND

In view of loss for the current year and accumulated loss, the Board of Directors did not recommend any dividend to the shareholders.

DEPOSITS

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

CERTIFICATE OF COMPLIANCE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the Company has obtained Certificate of Compliance from Mr. Sanjay Dholakia, Practicing Company Secretary, Mumbai. The Certificate of Compliance is attached as Annexure to this report.

DIRECTORS

The Board consists of three non-executive directors viz. Mr. Vishwanath Mathur, Mr. Basanagouda Patil and Mr. Gurudev Desai who have wide and varied experience in different disciplines of corporate functioning.

Mr. Basanagouda Patil retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

M/s. YPK & Associates, Chartered Accountants, Belgaum, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from M/s. YPK & Associates, Chartered Accountants, Belgaum, has been obtained to the effect that their appointment, if made, would be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended 31st March, 2010 does not contain any qualification and therefore do not call for any explanation/comments.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 217 (2AA) states that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgment 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, 2010 and of the Profit and Loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a "going concern" basis.

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy in "Form A" pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not given as the Company was not engaged in the activities specified in Schedule to the said Rules.

TECHNOLOGY ABSORPTION

The Company was not engaged in any activities relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in "Form B" pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) rules 1988 are therefore not given.

FOREIGN EXCHANGE EARNING AND OUTGO

There was no Foreign Exchange Transaction during the year.

REVOCATION OF SUSPENSION OF TRADING IN SECURITIES

Bombay Stock Exchange Limited revoked suspension in trading of equity shares of the Company (Scrip Code 504341) with effect from 2nd June 2010 and accordingly informed the trading members of the exchange. The trading in the securities of the Company will be resumed in "T" group.

CORPORATE GOVERNANCE

Provision of Clause 49 of Listing Agreement relating to Corporate Governance is not applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and co-operation.

On Behalf of the Board of Directors For Ravindra Energy Limited

Vishwanath Mathur Director Place: Mumbai Date: August 13, 2010


Mar 31, 2009

The Directors are pleased topresent the 29th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2009.

The Company has been acquired by and became subsidiary of Murkumbi Investments Private Limited (Formerly known as Murkumbi Bio Agro Private Limited) by virtue of section 4(l)(b)(ii) of the Companies Act, 1956 and consequently there was a change in the management of the Company.

Financial Results

The operating results of the Company show profit before taxation of Rs. 33,183/- as against previous years figure of Rs. 34,87,837/-. The details of financial results are as under.

Particulars 2008-2009 2007-2008

Sales (including other income) 45,13,847 68,15,221

Profit/(loss) before tax 33,183 34,87,837

Income tax for earlier year - 16,455

Provision for income tax 3,418 3,58,968

Profit after taxation 29,765 31,12,414

Profit / (loss) brought forward (1,23,51,038) (1,54,63,542)

Profit /(loss) carried to balance sheet (1,23,21,273) (1,23,51,038)

Transfer to reserves:

No amount was transferred to reserves.

Dividend

In view of inadequate profits for the current year and accumulated loss, the Board of Directors did not recommend any dividend to the shareholders.

Deposits

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

Directors

During the year Mr. Basanagoud Patil, Mr. Gurudev Desai and Mr. Vishwanath Mathur were appointed as Additional Directors of the Company to hold office upto the ensuing Annual General Meeting. The Company has received notices in writing from members along with deposit of Rs. 500/- each, proposing candidature of Mr. Basanagoud Patil, Mr. Gurudev Desai and Mr. Vishwanath Mathur for the office of Director under Section 257 of the Companies Act, 1956. Their appointment on the Board is recommended.

Mr. B. K. Lohia retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Ghanshyam Joshi, Mr. Kanhaiyalal Mundra, Mr. Krishnarao Patil, Ram Kahndelwal, Shreeniwas Somani resigned from the office of Director. The Board wishes to place on record their deep appreciation for the valuable services & guidance rendered by retiring Directors during their tenure with the Company.

Auditors and Auditors Report

The retiring Auditor M/s. H.P. Biyani & Co., Chartered Accountants, Mumbai have expressed their unwillingness to be re- appointed. The Board of Directors therefore recommend the appointment of M/s. YPK & Associates, Chartered Accountants, Belgaum, as Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. Certificate from M/s. YPK & Associates, Chartered Accountants, Belgaum, has been obtained to the effect that their appointment, if made, would be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

The Auditors Report to the shareholders for the year ended 31s1 March, 2009 does not contain any qualification and therefore do not call for any explanation/comments.

Directors Responsibility Statement, The Board of Directors in terms of Section 217 (2AA) states that:

a) in the preparation of the annual accounts the applicable accounting standards have been followed along with propter explanation relating to material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment 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, 2009 and of the Profit and Loss of the Company for the year ended on that date;-.¦;

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

d) the Directors have prepared the annual accounts on a "going concern" basis.

Conservation of Energy

Particulars with respect to conservation of energy in Form A pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are not given as the Company is not engaged in the activities specified in Schedule to the said Rules.

Technology Absorption

The Company is not engaged in any activities relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption in Form B pursuant to the Companies (Disclosure of Particulars in Report of Board of Directors) rules 1988 are therefore not given.

Foreign Exchange Earning and Outgo

There was no Foreign Exchange Transaction during the year.

Corporate Governance

As per Schedule of implementation, stipulations of clause 49 of the listing agreement are applicable to listed companies having paid up share capital of more than Rs. 3 Crores. As the paid up share capital of the company is less than Rs. 3 Crores, the Board of Directors decided to defer the implementation of the said stipulations. Certificate of compliance of conditions of corporate governance from the Auditors of the Company is therefore not obtained.However your Directors are committed to more transparency in the affairs of the company.

Particulars of employees

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to place on record theirappreciation for the assistance and co-operation received from the Banks, Government Authorities, employees and finally to shareholders for their trust and corifidence reposed with us.

On Behalf of the Board of Directors

Mr.Vishwanath Mathur

Director

Place: Mumbai

Date: December 4, 2009

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