Home  »  Company  »  Swan Energy Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Swan Energy Ltd.

Mar 31, 2016

1) The Directors are pleased to present the one Hundred Eight (108th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2016.

2) Financial Results

Particulars For the year For the year ended on ended on 31.3.2016 31.3.2015 (Rs. in lacs) (Rs. in lacs)

Profit before interest & depreciation 1914.38 3163.14

Less: Interest 1318.13 1916.46

: Depreciation 504.94 543.96

Profit before Tax 91.31 702.72

Less: Provision for Taxation 32.62 223.70

Net Profit for the year 58.69 479.02

Add: Amount of Profit & Loss Account brought forward 12547.55 12467.85

Amount available for Appropriation 12606.24 12946.87

Less: Appropriations:

Transfer to General Reserve - -

Provision for Proposed Dividend (including tax) 133.11 399.32

Balance of Profit & Loss Account transferred to Balance sheet 12473.13 12547.55

3) Review of Operations

The possession of ''Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' is expected to be handed over to the buyer in the financial year 2016-17.

The subsidiary companies of the Company have procured all regulatory clearances for the two properties in the south and its development is likely to start soon.

During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs. 1045.64 lacs (Previous year Rs. 882.97 lacs).

Subsequent to receipt of major permissions, including environmental clearance, for the FSRU project at Jafrabad, Gujarat, Terminal user agreements have been signed with the users of the Terminal initially for 4.5 MMTPA. The Project is expected to be commissioned during the year 2019-20.

on standalone basis, revenue from operations for the financial year 2015-16 was Rs. 31,725.84 lacs as compared to Rs. 30,021.10 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 1914.38 lacs as compared to Rs. 3163.14 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 58.69 lacs as compared to Rs. 479.03 lacs in the previous year.

on consolidation basis, revenue from operations for the financial year 2015-16 was Rs. 33,174.41 lacs as compared to Rs. 31,440.46 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3526.13 lacs as compared to Rs. 4509.32 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. (18.52) lacs as compared to Rs. 301.63 lacs in the previous year.

4) Dividend and Reserve

Inspite of lower profitability, Directors have recommended payment of dividend @ Rs. 0.05 per Equity Share (5%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2016, subject to approval of the members. The amount of dividend and the tax thereon will be Rs. 1,10,59,000/- and Rs. 22,51,612/- (tax rate being @ 20.36%) respectively

The company has not transferred any amount to the General Reserve during the year

5) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

6) Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2016 was Rs. 2211.80 lacs.

7) Statutory Disclosures

7.1 Management Discussion and Analysis:

As required under Regulation 34(2)(e) of the SEBI (LoDR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - A.

7.2 Corporate Governance

As required under Regulation 17(7) of the SEBI (LoDR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of Regulation 17(5) of the SEBI (LoDR) Regulations, 2015, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

7.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

7.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134 (3) (m) of the Companies Act, 2013 (''the Act''), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

7.5 Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - E.

7.6 Particulars of Employees:

Pursuant to provisions of Section 136 (1) of the Act and as advised, the information required under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and employees of the Company is available for inspection at the registered office of the Company and will be made available to a shareholder on request.

7.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 9 (Nine) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

7.8 Directors Responsibility Statement:

Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2016 and of the profit of the Company for that period;

(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

7.9 Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

7.10 Disclosure regarding Company''s policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down criteria for selection/ appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

ii- Whistle Blower Policy

The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.

7.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

7.12 Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions during the year, which may have potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the Accounts.

7.13 Subsidiary Company:

A statement in Form AoC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. The financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.

7.14 Significant and material orders passed by the Regulators or courts:

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.

7.15 Directors:

At the ensuing Annual General Meeting, Mr. Nikhil v. Merchant, retires by rotation and being eligible, offers himself for re-appointment.

7.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and SEBI (LoDR) Regulations 2015, the Board has carried out an annual performance evaluation of its own, the Directors individually and all the Committees of the Board.

7.17 Prevention of Sexual Harassment of Women at workplace:

The Company has a constituted committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013''. No case was reported to the Committee during the year under review.

8) Auditors:

8.1 Statutory Audit

M/s. v. R. Renuka & Co., Chartered Accountants, Mumbai (Registration No. 108826W) were appointed as Statutory auditors of the Company at the 106th AGM held on September 29, 2014 for a term of three consecutive years. However, such appointment is subject to annual ratification at each AGM and accordingly, resolution for approval of members is placed in the Notice.

8.2 Cost Audit

The Board has appointed M/s v. H. Shah, Cost Accountants (Registration No. 100257) as the Cost Auditor for the year ended 31st March, 2017, pursuant to Section 148 of the Act, read with applicable Rules, at a remuneration of Rs. Rs. 55000/- (Rupees Fifty Five thousand only) plus applicable taxes, which is required to be ratified by the shareholders at the ensuing AGM.

8.3 Secretarial Audit

The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company and their report is annexed to this Report - Annexure - F.

9) Auditors'' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

10) Industrial relations:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

11) Appreciation:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.



For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, 30th May, 2016 Chairman


Mar 31, 2015

Dear Members,

1) The Directors are pleased to present the One Hundred Seventh (107th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2015.

2) Financial Results

Particulars For the year For the year ended on ended on 31.3.2015 31.3.2014 (rs in lacs) (Rs in lacs)

Profit before interest & depreciation 3163.14 4185.05

Less: Interest 1916.46 2803.33

: Depreciation 543.96 431.58

Profit before Tax 702.72 950.14

Less: Provision for taxation 223.70 295.18

Net Profit for the year 479.02 654.96

Add: Amount of Profit & Loss Account 12467.85 12573.05 brought forward

Amount available for Appropriation 12946.87 13228.01

Less: Appropriations:

transfer to General Reserve - 372.00

Provision for Proposed Dividend 399.32 388.16 (including tax)

Balance of Profit & Loss Account 12547.55 12467.85 transferred to Balance sheet

3) Review of Operations

Inspite of the best efforts, the possession of Tower D' at the Kurla commercial project 'Peninsula techno- park' could not be handed over to the buyer this year due to certain legal hurdles, which now stands cleared. Your Directors are hopeful that the possession shall be handed over to the buyer in the financial year 2015-16.

the Company is planning to start construction on few of the properties in the South through its two subsidiary companies. once commissioned, the projects are expected to fetch decent returns. the process of getting numerous regulatory clearances are on way for these and other properties and the company intends to expedite start of construction activities, once all requisite clearances are in place.

the Process House of the Company at Ahmedabad has posted profit before tax of Rs. 882.97 lacs during the current financial year.

Subsequent to receipt of major permissions, including environmental clearance, from the relevant authorities for the FSRu project at Jafrabad, Gujarat, term Sheets have been signed with the users of the terminal. the Project is expected to be commissioned during the year 2018-19.

on standalone basis, revenue from operations for the financial year 2014-15 was Rs. 30,021.10 lacs as compared to Rs. 31,867.82 lacs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3163.14 lacs as compared to Rs. 4185.05 lacs in the previous year. Profit after tax (Pat) for the year was Rs. 479.02 lacs as compared to Rs. 654.96 lacs in the previous year.

on consolidation basis, revenue from operations for the financial year 2014-15 was Rs. 31,440.46 lacs as compared to Rs. 33,287.18 lacs in the previous year, earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 4509.31 lacs as compared to Rs. 5236.41 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. 301.63 lacs as compared to Rs. (42.60) lacs in the previous year

4) Dividend and Reserve

As a continuing investor friendly measure, your Directors are pleased to recommend payment of a dividend @ Rs. 0.15 per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2015, subject to approval of the members,. The amount of dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs. 67,55,169/- (tax rate being @ 20.36%) respectively.

The company has not transferred any amount to the General Reserve during the year

5) Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

6) Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.

During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2015 was Rs. 2211.80 lacs.

7) Statutory Disclosures:

7.1 Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreement, the Management Discussion and Analysis is annexed to this Report - Annexure - A.

7.2 Corporate Governance

As required under Clause 49 of the Listing Agreement, a report on the 'Corporate Governance', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.

Further, in compliance of the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

7.3 Extract of Annual Return:

An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.

7.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Information under Section 134 (3) (m) of the Companies Act, 2013 ('the Act'), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.

7.5 Corporate Social Responsibility (CSR) Policy:

The Report on CSR is annexed to this Report - Annexure - E.

7.6 Particulars of Employees:

The information required under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 in respect of Directors and employees of the Company is furnished in Annexure - F, which is not being sent along with this Report in line with Section 136 (1) of the Act. This Annexure will be made available to a shareholder on request.

7.7 Number of Board Meetings and composition of Audit Committee:

During the year under review, 10 (ten) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.

7.8 Directors Responsibility Statement:

Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2015 and of the profit of the Company for that period;

(c) Proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;

(e) Internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7.9 Statement on declaration given by independent Directors:

The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

7.10 Disclosure regarding Company's policies under Companies Act, 2013:

i- Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. this policy also lays down criteria for selection and appointment of Board Members, KMPs and Senior Management of the Company.

ii- Whistle Blower Policy

the Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.

iii- Risk Management Policy

the Company has a structured Risk Management policy. the Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. the potential risks are integrated with the management process such that they receive the necessary consideration during decision making.

7.11 Particulars of loans, Guarantees or investments by Company:

Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.

7.12 Related Party transactions:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. there are no materially significant related party transactions made by the Company with its promoters, directors or their relatives during the year, which may have potential conflict with the interest of the company at large. the details of the transactions with the related parties are disclosed in the notes to Financial Statements.

7.13 Subsidiary Company:

A statement in Form AOC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. the financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.

7.14 Significant and material orders passed by the Regulators or courts:

there were no significant and material orders passed by the Regulators or Courts or tribunals during the year under review which would impact the going concern status of the Company and its future operations.

7.15 Directors:

At the ensuing Annual General Meeting, Mr. Padmanabhan Sugavanam, retires by rotation and being eligible, offers himself for re-appointment. He, being eligible, is proposed to be re-appointed as a Whole time Director of the Company for a period of five years with effect from 24th September, 2015.

Mrs. Surekha Oak was appointed as an Additional Independent Director on 13th March, 2015. She, being eligible, is proposed to be appointed as an Independent Director for a period of five years with effect from 13th March, 2015.

Resolutions for the approval of the Members for the aforesaid appointments are placed in the Notice calling the ensuing AGM. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

7.16 Performance evaluation of the Board:

Pursuant to the Section 134 of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.

7.17 Prevention of Sexual Harassment of Women at workplace:

In compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has formed a Committee during the year. However, no case was reported to the Committee during the year under review.

8) Auditors:

8.1 Statutory Audit

M/s. V R. Renuka & Co., Chartered Accountants, Mumbai (Registration No. 108826W) were appointed as Statutory auditors of the Company at the 106th AGM held on September 29, 2014 for a term of three consecutive years. However, such appointment is subject to annual ratification at each AGM and accordingly, resolution for approval of members is placed in the Notice.

8.2 Cost Audit

During the Financial year 2014-15, Cost Audit was not applicable to the Company.

8.3 Secretarial Audit

The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company and their report is annexed to this Report - Annexure - G.

9 Auditors' Report:

Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.

10 Industrial relations:

The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.

11 Appreciation:

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/ staff.

For and on behalf of the Board of Directors

Navinbhai C. Dave Mumbai, 14th August, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have the pleasure to present herewith their 106th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2014 on 31.3.2013 (Rs. in lacs) (Rs. in lacs)

Profit before interest & depreciation 4185.05 5301.91

Less: Interest 2803.33 1758.38 : Depreciation 431.58 427.48

Profit before Tax 950.14 3116.05

Less: Provision for Taxation 295.18 1062.74

Net Profit for the year 654.96 2053.31

Add: Amount of Profit & Loss Account brought forward 12573.05 11071.79

Amount available for Appropriation 13228.01 13125.10

Less: Appropriations:

Transfer to General Reserve 372.00 -

Provision for Proposed Dividend (including tax) 388.16 552.05

Balance of Profit & Loss Account transferred to Balance sheet 12467.85 12573.05

Review of Operations

The possession of ''Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' could not be handed over to the buyer in the financial year 2013-14 due to certain unavoidable reasons. However, it is contemplated that the same shall be handed over to the buyer in the financial year 2014-15.

The Process House of the Company at Ahmedabad has posted profit before tax of Rs. 745.09 lacs during the current financial year.

During the year, the Company has attained profitability with EBIDT of Rs. 4185.05 lacs for the current year as compared to Rs. 5301.91 lacs in the previous year. Net profit for the current year is Rs. 654.96 lacs as compared to Rs. 2053.31 lacs in the previous year.

The Company has received major permissions, including environmental clearance, from the relevant authorities for its FSRU project at Jafrabad, Gujarat.

The Company, through its two subsidiary companies, had acquired properties in the South. During the year, it has made significant progress in the direction of starting development of the properties acquired. The Company intends to start construction on few of the projects during the year.

Dividend

Inspite of lower profitability as compared to previous year, as an investor friendly measure, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.15 per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st March, 2014. The amount of dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs. 56,38,431.15 (tax rate being @ 16.995%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to Banks and other institutions.

Directors

At the ensuing Annual General Meeting, Mr. Nikhil V. Merchant and Mr. Paresh V. Merchant, retire by rotation and being eligible, have offered themselves for re-appointment.

As per the provision of Section 149 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Rajkumar Sukhdevsinhji, Mr. Pitamber Teckchandani, Mr. Shobhan Diwanji, Mr. Rajat Kumar Dasgupta and Mr. Nagardas Panchal are proposed to be appointed as Independent Directors of the Company for a period of five years commencing from 29th September, 2014.

Pursuant to Section 149(1) of the Act, every listed company is required to appoint at least one woman director on the Board of the company. Accordingly, Mrs. Dharmistha Tanna is proposed to be appointed as an Independent Director of the Company for a period of five years commencing from 29th September, 2014.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Auditors, M/s. V. R. Renuka & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the Section 139 of the Companies Act, 2013, it is proposed to appoint M/s. V. R. Renuka & Co. as statutory auditors of the company for a term of 3 years from the conclusion of the ensuing AGM till the conclusion of the 109th AGM to be held in the year 2017, subject to annual ratification by members at AGM. Consent and certificate from the auditors has been received as required under section 139 of the Act.

Auditors'' Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the ''Management Discussions and Analysis'' and the ''Corporate Governance'', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary Company

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies, is attached to the Accounts. In terms of General Exemption, under Section 212 (8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011, and in compliance with conditions enlisted therein, the Audited Statement of Accounts, Auditors Report thereon and the Reports of the

Board of Directors of the Company''s subsidiaries for the financial year ended 31st March, 2014 have not been annexed. The Annual Accounts and related documents of the Subsidiary companies shall be kept open for inspection at the Registered office of the Company.

Further, pursuant to Accounting Standard [AS-21] issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Industrial relations

The relationship with all the concerned continued to remain cordial throughout the year under review.

Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and on behalf of the Board of Directors For Swan Energy Limited

Navinbhai C. Dave Mumbai, August 14, 2014 Chairman


Mar 31, 2013

The Directors have the pleasure to present herewith their 105th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013. The operating results are as under:

Financial Results For the year ended For the year ended on March 31, 2013 on March 31, 2012 (Rs. in lacs) (Rs. in iacs)

Profit before interest & depreciation 5301.91 5100.72

Less: Interest 1758.38 903.66

Depreciation 427.48 419.44

Profit before Tax 3116.05 3777.62

Less: Provision for Taxation 1062.74 1127.57

Net Profit for the year 2053.31 2650.05

Add: Amount of Profit & Loss Account brought forward 11071.79 8752.97

Amount available for Appropriation 13125.10 11403.02

Less: Appropriations:

Provision for Proposed Dividend (including tax) 552.05 331.23

Balance of Profit & Loss Account transferred to Balance sheet 12573.05 11071.79

Review of Operations

The construction of Tower D'' at the Kurla commercial project ''Peninsula Techno-park'' has been completed. The tower shall be handed over to the Buyer shortly and it shall be booked as a Sale in the financial year 2013-14.

In spite of recession and sluggishness in the Textile sector, your Company could turn around the Process House of the Company at Ahmedabad, which has posted profit of ^ 262.85 lacs during the current financial year.

During the year, the Company has also booked sale of few flats at ''Ashok Garden'', Sewri, which has enabled Company to attain profitability with EBIDT of Rs. 5301.91 lacs for the current year as compared to Rs. 5100.72 lacs in the previous year. Net profit after tax for the current year is Rs. 2053.31 lacs as compared to ^ 2650.05 lacs in the previous year.

The Company is at advanced stage in its Floating Storage & Regasification Unit (FSRU) project at Jafrabad, Gujarat. The Company has received major permissions from the relevant authorities. Negotiations are in progress with a reputed multi-national company for a joint venture. The project is likely to be operational by November 2016.

During the year, the Company, through its subsidiary company ''Cardinal Energy and Infrastructure Private Limited'', has acquired a commercial property in Bengaluru which is leased out to an MNC IT Company. The subsidiary has also acquired a semi-finished commercial property at Hyderabad and land at Bengaluru.

Beside above, the Company, through its another Subsidiary Company ''Pegasus Ventures Private Limited'', has also acquired Properties in the South. The Company intends to start construction on these during the year.

Dividend

As an investor friendly measure, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.50 per Equity Share (25%) on 9,50,00,000 Equity Shares of Rs. 21- each for the year ended 31st March, 2013. The amount of dividend and the tax thereon will be Rs. 4,75,00,000/- and Rs. 77,05,687.50 (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to Banks and other institutions.

Directors

At the ensuing Annual General Meeting, Mr. Rajkumar Sukhdevsinhji and Mr. Navinbhai C. Dave, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offers themselves for re-appointment.

Auditors'' Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Cost Auditors

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011, your Company is maintaining all the prescribed cost records. Further, the company has appointed Mr. V. H. Shah, Cost Auditor, as Cost Accountant of the Company under these Rules. The prescribed Compliance Report for the financial year ended 31st March, 2013 duly certified by Mr. V. H. Shah, Cost Accountant of the company, along with the prescribed annexure thereon, will be filed with the Central Government within the prescribed time.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the ''Management Discussions and Analysis'' and the ''Corporate Governance'', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March 2013 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary Company

During the year, the Company has invested X 10,01,00,000/-, (1,00,10,000 Equity shares ofRs. 10/- each) in its subsidiary company ''Pegasus Ventures Private Limited'', thereby making it its 100% Subsidiary Company.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies, is attached to the Accounts. In terms of General Exemption, under Section 212 (8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011, and in compliance with conditions enlisted therein, the Audited Statement of Accounts, Auditors Report thereon and the Reports of the Board of Directors of the Company''s subsidiaries for the financial year ended 31st March, 2013 have not been annexed. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered office of the Company.

Further, pursuant to Accounting Standard [AS-21] issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

Industrial Relations

The relationship with all the concerned continued to remain cordial throughout the year under review.

Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and on behalf of the Board of Directors

Navinbhai C. Dave

Mumbai, August 14, 2013 Chairman


Mar 31, 2012

The Directors have the pleasure to present herewith their 104th Annual Report with Audited Statement of Accounts for the year ended on March 31,2012. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2012 on 31.3.2011 Rs.in lacs Rs.in lacs

Profit before interest & depreciation 5,100.72 8,132.74

Less: Interest 903.66 1,176.97

depreciation 419.44 156.31

Profit before Tax 3,777.62 6,799.46

Less: Provision for Taxation 1,127.57 2,417.72

Net Profit for the year 2,650.05 4,381.74

Add: Amount of Profit & Loss Account brought forward 8,752.97 4,592.05

Amount available for Appropriation 11,403.02 8,973.79

Less: Appropriations:

Provision for Proposed Dividend (including tax) 331.23 220.82

Balance of Profit & Loss Account transferred to 11,071.79 8,752.97 Balance Sheet

Review of Operations

The construction of Tower D' at the Kurla commercial project 'Peninsula Techno-park' is near completion and shall be completed during the financial year 2012-13.

The Process House of the Company at Ahmedabad was operational during the year. However, due to recession and sluggishness in the entire industrial sector, more particularly in the Textile sector, the Process House could not achieve its break even and had to suffer losses. However, the Company is putting its best efforts to ensure profitability from the same during the financial year 2012-13.

During the year, the Company has booked sale of few flats at 'Ashok Garden', Sewri, which has enabled the Company to attain profitability with EBIDT of ^ 5,100.72 lacs for current year as compared to Rs. 8,132.74 lacs in the previous year. Net profit for the current year is Rs. 2,650.05 lacs as compared toRs. 4,381.74 lacs in the previous year.

During the year, the Company, through its subsidiary company 'Cardinal Energy and Infrastructure Private Limited' has acquired two semi-finished commercial properties at Bengaluru and Hyderabad. For Bengaluru property, lease agreement has already been executed with a leading MNC IT company. Talks are on to finalise lease agreement for Hyderabad property. The balance construction work and fitouts at both the properties are under progress.

Dividend

Inspite of lower profitability as compared to previous year, as an investor friendly measure, your Directors are pleased to recommend for approval of the Members, payment of a dividend at the rate ofRs. 0.30 per Equity Share (15%) on 9,50,00,000 Equity Shares ofRs. 21- each for the year ended March 31, 2012. The amount of dividend and the tax thereon will be Rs. 2,85,00,000/- and Rs. 46,23,412.50 (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to Banks.

Directors

At the ensuing Annual General Meeting, Shri Nagardas H. Panchal and Shri Rajat kumar Dasgupta, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the Notice calling the ensuing Annual General Meeting. As required under Clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, have offered themselves for re-appointment.

Auditor's Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration. Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the 'Management Discussions and Analysis' and the 'Corporate Governance', along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary

During the year, the Company has invested Rs. 15,00,00,020/-, (1,50,00,002 Equity shares of Rs. 10/- each) in its subsidiary company 'Cardinal Energy and Infrastructure Private Limited', thereby making it its 100% Subsidiary Company.

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiary of the Company forms part of this Annual Report. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended March 31,2012 of the Subsidiary Company along with the Report of Directors and Auditors thereon, are attached to the Balance sheet of the Company.

Industrial relations

The relationship with all the concerned continued to remain cordial throughout the year under review. Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company. The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

Registered Office: For and on behalf of the Board of Directors

6, Feltham House, 2nd Floor,

10, J. N. Heredia Marg,

Ballard Estate, Mumbai - 400001 Navinbhai C. Dave Mumbai, August 17, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have the pleasure to present herewith their 103rd Annual Report with Audited Statement of Accounts for the year ended on 31st March, 2011. The operating results are as under:

Financial Results For the year ended For the year ended on 31.3.2011 on 31.3.2010 Rs. in lacs Rs. in lacs

Profit before interest & depreciation 7,945.63 5,680.23

Less: Interest 989.86 190.15

: Depreciation 156.31 26.58

Profit before Tax 6,799.46 5,463.50

Less: Provision for Taxation 2,417.72 1,573.33

Net Profit for the year 4,381.74 3,890.17

Add: Amount of Profit & Loss Account brought forward 4,592.05 957.86

Amount available for Appropriation 8,973.79 4,848.03 Less: Appropriations:

Dividend on Preference Shares (including tax) - 20.17

Provision for Proposed Dividend (including tax) 220.82 221.56

Transfer to Capital Redemption Reserve - 14.25

Balance of Profit & Loss Account transferred to 8,752.97 4,592.05 Balance Sheet

Review of Operations

During the year, the construction work of 'Tower C' at 'Peninsula Techno-park', Kurla has been completed and the sale proceeds of the same have been accounted for.

Sale of 'Tower C' at Kurla and few completed flats at Sewri has enabled your Company to attain commendable revenue, registering an enhanced profitability with EBITDA of Rs. 7,945.63 lakhs for current year as compared to Rs. 5,680.23 lakhs in the previous year, resulting in an increase of 40%. Net profit for the current year has increased to Rs. 4,381.74 lakhs as compared to Rs. 3,890.17 lakhs in the previous year, an increase of Rs. 13%.

During the year, the Company has commenced operations at its state-of-art textile fabric Process House at Ahmedabad. The Company has also carried out business activities of trading in fabrics during the year.

Dividend

Considering the better performance and profitability, your Directors are pleased to recommend for approval of the members, payment of a dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000 Equity Shares of Rs. 2/- each for the year ended 31st March, 2011. The amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and Rs. 30,82,275/- (tax rate being @ 16.2225%) respectively.

Fixed Deposits

The Company has not accepted any fixed deposits from public during the year under review.

Finance

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to Banks.

Directors

Mr. Padmanabhan Sugavanam, associated with the Company as a Consultant, was appointed as an Additional and Whole time Director at the Board meeting held on 24th September, 2010. Mr. Rajkumar Sukhdevsinhji was appointed as an Additional Director at the Board meeting held on 15th November, 2010.

The aforesaid Directors will hold office upto the date of next Annual General Meeting of the Company. Notices under section 257 of the Companies Act, 1956 have been received from Members proposing their appointment as Directors.

Shri Navinbhai C. Dave, Shri Pitamber S. Teckchandani and Shri Shobhan I. Diwanji, retire by rotation and being eligible, have offered themselves for re-appointment.

Resolutions for the approval of the Members for the aforesaid appointments are included in the notice calling the ensuing Annual General Meeting. As required under clause 49 of the Listing Agreement, the brief resumes of the Directors are furnished in the Notice of the Annual General Meeting.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offer themselves for re-appointment.

Auditor's Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure to the Report.

Corporate Governance

A report on the Corporate Governance, along with a certificate from the Auditors of the Company, as stipulated under Clause 49 of the Listing Agreement and certificate from Managing Director of the Company, in terms of sub-clause (v) of Clause 49 is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a 'Code of Conduct and Ethics' for its Directors and Senior Executives.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that

have been made 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 2011 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to the Report.

Subsidiary

The Company has invested Rs. 99,980/-, (being 99.98% of the share capital) in the share capital of 'Cardinal Energy & Infrastructure Private Limited'. However, the Subsidiary Company has not yet started any commercial activities. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended 31st March, 2011 of the subsidiary company along with the Report of Directors and Auditors thereon are attached to the Balance sheet of the Company.

Industrial relations

The relationship with all the concerned continued to remain cordial throughout the year under review.

Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company. The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

For and On behalf of the Board of Directors

Registered Office: 6, Feltham House, 2nd Floor, 10, J. N. Heredia Marg, Ballard Estate, Navinbhai C. Dave

Mumbai, 12th August, 2011 Chairman


Mar 31, 2010

The Directors have the pleasure to present herewith their 102nd Annual Report with Audited Statement of Accounts for the year ended on 31.03.2010. The operating results are as under:

For the year For the year ended on ended on 31.3.2010 31.3.2009 (Rs. in lacs) (Rs. in lacs)

Financial Results

Profit before interest & depreciation 5680.23 4443.21

Less: Interest 190.15 672.05

: Depreciation 26.58 20.28

Profit before Tax 5463.50 3750.88

Less: Provision for Taxation 1573.33 588.38

Net Profit for the year 3890.17 3162.50

Add: Amount of Profit & Loss Account brought forward 957.86 (4922.71)

Add: Remission of Interest - 2718.07

Amount available for Appropriation 4848.03 957.86

Less: Appropriations:

Dividend on Preference Shares (including tax) 20.17 -

Provision for Proposed Dividend (including tax) 221.56 -

Transfer to Capital Redemption Reserve 14.25 -

Balance of Profit & Loss Account transferred to Balance sheet 4592.05 957.86

Dividend

Your Directors are pleased to recommend for approval of the members, payment of dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000 Equity Shares of Rs. 21- each for the year ended 31st March, 2010. The amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and Rs. 31,55,663/- (tax rate being @ 16.60875%) respectively.

Redemption of Preference Shares

During the year, the Company has redeemed 9,250 11% Cumulative Redeemable Preference Shares of Rs. 100/- each and 5,000 11% Cumulative Preference Shares of Rs. 100/- each, along with the arrears of dividend till the financial year ended 31st March, 2010.

Operations

During the year, the construction work of Sewree residential project Ashok Garden, comprising of two towers, have nearly been completed and estimated expenditures likely to be incurred for its completion have been provided for in the books of accounts. The sales proceeds of the flats sold are accounted for during the year under consideration.

At its Kurla commercial project Peninsula Techno-park, construction work of remaining two buildings is at advanced stage. The Company expects to complete the construction work of both the buildings during the financial year 2011-12. The sales of both the buildings have already been tied up.

The Company has also carried out business activities of trading in fabrics during the year.

FUTURE PLANS

A) ENERGY SECTOR

The Company has so far paid Rs. 123 crore to GSPC Pipavav Power Company Limited (GPPC) towards share application money for the proposed joint venture CDM power project with Gujarat State Petroleum Corporation (GSPC). The project is at the advanced stage of negotiation and implementation. Your Company has already sought approval of the members at the Annual General Meeting held on 24th September, 2008 to make investment upto Rs. 380 crores in the Equity shares of GPPC. However, subsequent to execution of Share Subscription and Shareholders Agreement with GPPC, approval of the members is now sought to increase the limit of investment in the Equity shares of GPPC upto Rs. 500 crores at this AGM.

B) REAL ESTATE DEVELOPMENT

Except for the completion of its Kurla commercial project Peninsula Techno-park, the Company does not have any immediate future plans of the real estate development. The land at Goa may be considered for development in the near future.

C) TEXTILE

The construction of the industrial shed and installation of imported and indigenous machineries for setting up of a state of art Process House at Ahmedabad, Gujarat is in the final stage of completion. The unit is expected to be operational commercially by the end of September, 2010.

Directors

Shri Nagardas H. Panchal, Shri Rajat Kumar Dasgupta and Shri Dhiren M. Desai, retire by rotation and being eligible, have offered themselves for re-appointment.

Shri Vilas A. Gangan, who was appointed as an additional Director on 29/09/2009, has resigned from the Board of Directors with effect from 29/04/2010. The Board places on record its most sincere gratitude and appreciation for his valuable services and outstanding contributions during his tenure as a Director of the Company.

Shri Gopal N. Dave resigned from the Board of Directors with effect from 20/04/2010. The Board places on record its most sincere gratitude and appreciation for his valuable services and outstanding contributions during his tenure as a Director of the Company.

Auditors

The Members are requested to appoint Auditors for the current year and authorize the Board of Directors to fix their remuneration. The retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being eligible, offers themselves for re-appointment.

Auditors Report

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

Particulars of Employees

The particulars required under Section 217(2A) of the Companies Act, 1956, are furnished in the Annexure.

Corporate Governance

A report on the Corporate Governance (including report on Management Discussions and Analysis), along with a certificate from the Auditors of the Company regarding the compliance of the conditions of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is annexed to this report.

Further, as required under the said Clause 49, your Company has adopted a Code of Conduct and Ethics for its Directors and Senior Executives.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, on the basis of information placed before them, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2010 and of the profit of the Company for the said year;

iii. Proper and sufficient care has been taken for the maintenance of the 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;

iv. The annual accounts have been prepared on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company is now engaged in trading and service activities and consequently information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology absorption are not applicable and accordingly not provided.

Foreign Exchange Earnings and Outgo.

During the year under review - Earnings -

- Outgo Rs. 1892.40 Lac

Subsidiary

The Company has invested Rs. 99,980/-, (being 99.98% of the share capital) in the share capital of Cardinal Energy and Infrastructure Private Limited. However, the subsidiary company has not yet started any commercial activities. As required under section 212 (1) of the Companies Act, 1956, the final accounts for the year ended 31st March, 2010 of the subsidiary company along with the Report of Directors and Auditors thereon are attached to the Balance sheet of the Company.

Appreciation

The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities as well as Shareholders who have extended their valuable support to the Company.

The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.

Registered Office:

6, Feltham House, 2nd Floor,

10, J. N. HerediaMarg,

Ballard Estate, Mumbai - 400 001.

Mumbai, 11th August, 2010.

For and On behalf of the Board of Directors

Navinbhai C. Dave

Chairman

 
Subscribe now to get personal finance updates in your inbox!