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Directors Report of Veer Energy & Infrastructure Ltd.

Mar 31, 2023

DIRECTORS REPORT

To

The Members,

The Board hereby presents the 43rd Annual Report along with Audited Statements of Accounts for the
Financial Year ended March 31, 2023.

FINANCIAL SUMMARY

Particulars

Amount In Lakhs

2022-23

2021-22

Income:

Revenue from operations

642.67

521.83

Other Income

184.38

185.39

Total Revenue (I)

827.05

707.22

Expenses:

Cost of Goods Sold

360.40

361.12

Employee benefit expense

53.50

52.87

Other expenses

210.70

117.57

Total (II)

624.60

531.56

Earning/(loss) before interest, tax, depreciation and amortization
(EBITDA) (I) - (II)

202.45

175.66

Depreciation and amortization expense

75.89

99.60

Finance cost

0.06

0.07

Profit for the year

126.50

75.99

Exceptional items

145.74

0.00

Profit before tax

(19.24)

75.99

Current tax

22.75

12.00

Deferred tax

(47.33)

(15.71)

Profit after tax

5.34

79.70

Total comprehensive income for the year

2.28

83.29

Net Worth

6368.53

6363.19

DIVIDEND

In view of further expansion, directors do not recommend any dividend on equity shares for the year
ended on 31st March, 2023.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial year 2022-2023, after all
appropriation and adjustments was Rs. 2.28 Lakhs.

OPERATIONS

The main operations of the Company is to create infrastructure development facilities for the installation
of Wind Turbine Generator. As one of the pioneer in the field of renewable energy, Company is very well
positioned to take advantage of ever increasing demand for the renewable energy resources. In view of
this development, your Directors are hopeful to achieve better results in the coming years.

CORPORATE GOVERNANCE

As per SEBI Listing Regulations, corporate governance report with auditors'' certificate thereon and
management discussion and analysis are attached, which form part of this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 642.67 Lakhs as against Rs. 521.83 Lakhs in
the previous year. Your Directors are hopeful to improve & increase the growth rate in turnover and
profitability in current year.

Net Profit before tax for the year under review is Rs. -19.24 Lakhs as against Rs. 75.99 Lakhs in the
previous year. Net Profit after tax is at Rs. 5.34 Lakhs as against Rs. 79.70 Lakhs in the previous year.

FUTURE PROSPECTS

Technological advancements and supportive policy measures have the ability to dramatically increase the
future of wind energy development in our nation and our world. Wind power has the unique ability to
provide even greater sources of distributed energy production, which means less risk and a stronger
energy portfolio. Our Policy framework in wind energy generation is extremely investor-friendly and an
attractive tariff and regulatory regime provide a strong foundation for the growth of the sector.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the management of the Company. The
Company has received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under the Companies Act, 2013 and the Listing
Agreement.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried
out an annual performance evaluation of its own performance, and of the directors individually, as well
as the evaluation of its compliance committees. The manner in which the evaluation has been carried out
has been explained in detail in the Corporate Governance Report, which forms part of this Annual
Report.

The following policies of the Company are annexed to this report:

1) Policy for selection of Directors and determining Directors independence (Annexure I); and

2) Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure II).

SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to be a subsidiary, joint venture or associate during the financial year
2022-23.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

b) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2023 and of the Profit and Loss of the Company for the year ended on
that date;

c) They 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) They have prepared the annual accounts on a going concern basis;

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis. Directors draw
attention of the members to note no. 37 to the financial statement which sets out related party disclosures.

AUDITORS & AUDITORS'' REPORT

Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants in the Annual
General Meeting held on September 30, 2022 for a period of five years to hold office till the conclusion of
the 47th Annual General Meeting of the Company. They have confirmed their eligibility and they are not
disqualified for appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call
for any further comments. The Auditors'' Report does not contain any qualification, reservation or
adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s. Nidhi Shah & Associates, Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended
March 31, 2023 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.

DISCLOSURES
Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta
(Chairman), Mr. Mitesh J. Kuvadia (Member) and Mr. Bhavin S. Shah (Member). All the
recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the
Listing Agreement, comprises of senior executives of the Company. Protected disclosures can be made by
a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit
Committee.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. For details of the meetings of the board,
please refer to the corporate governance report, which forms part of this report.

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

Particulars of loans given, investments made, guarantees given and securities provided are provided in
the notes to the Financial Statements.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies
(Accounts) Rules, 2014, details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:

A) Conservation of energy:

Energy conservation is an area of priority and the Company has made all efforts to ensure continuous
monitoring and improvement in energy consumption in all its offices.

(B) Technology absorption:

Being in the business of providing clean energy, the Company is constantly looking at innovation and
technology absorption to increase production efficiency in its business.

(C) Foreign Exchange Earnings and Outgo:

During the current period, there was no Foreign Exchange Earning. Also, the Company has not incurred
any expenditure towards Foreign Exchange during this period.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith marked as Annexure V to this Report.

No disclosure or reporting is required in terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as there are no employees drawing remuneration in excess of the limits set out in the said rules.

Corporate Social Responsibility

The Company is not required to constitute Corporate Social Responsibility Committee in terms of the
provisions of Section 135 of the Companies Act, 2013.

Material changes and commitments affecting financial position between the end of the financial year
and date of the report

There has been no material changes and commitment affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

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. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government authorities and members during the year
under review. Your Directors also wish to place on record their deep sense of appreciation for the
committed services by the Company''s executives, staff and workers.

By Order of the Board of Directors
For Veer Energy & Infrastructure Limited
Sd/- Sd/-

Yogesh M. Shah Bhavin S. Shah

Place: Mumbai Chairman & Managing Director Director

Date: 14th August, 2023 DIN: 00169189 DIN: 03129574


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report of the Company for the year ended 31st March, 2014.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2014 AS ON 31/03/2013 (AMOUNT. IN “000”) (AMOUNT. IN “000”)

Total Income (A) 6,60,063 8,18,765

Net Profit/ (loss) before tax (B) 30,152 72,502

Less: Provision for Taxation 6,457 14,203

Prior year adjustments 529 878

(B -C) 23,166 57,421

Add: Profit/(Loss) Brought forward from Last Year 1,46,534 94,074

1,69,700 1,51,494

Less: Appropriation - - Transfer to General Reserve

Proposed Dividend & Tax 4,993 4,960

Balance carried to Balance Sheet 1,64,707 1,46,534

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 Paise on Equity Share of Re.1/- each for the year ended 31st March, 2014, subject to approval of Members of the Company at the ensuing Annual General Meeting.

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As one of the pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra, Gujarat and Rajasthan. During the current year, the company has commissioned 20.00 MW in Rajasthan. Total MW commissioned till date is 79.50 MW out of 79.5MW of total order in Rajasthan by March 2014. Whilst in Gujarat Site 8.5 MW has been commissioned. After great successful journey in Renewable Energy Projects Company have boosted it''s confident to enter in sector of Engineering and started its operations.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2013- 2014. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 65.95 Crores as against Rs. 81.24 Crores in the previous year which is due to change in Government Policy, your Directors are hopeful to improve the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs. 3.02 Crores as against Rs. 7.25 Crores in the previous year. Net Profit after tax and other provisions is higher at Rs. 2.37 Crores as against Rs. 5.83 Crores in the previous year.

FUTURE PROSPECTS

India is one of the developing countries, and the scope for improvement in India''s energy system is vast. India has the 5th largest power generation portfolio worldwide. Coal and gas are the popular sources and account for 58% and 9% share, respectively. The country has been rapidly adding capacity over the last few years with total installed power capacity growing to 223 GW in FY13 from 98 GW in FY 98. The country transitioned from being the world''s 7th largest energy consumer in 2000 to the 4th largest one within a decade. Economic growth and increasing prosperity, coupled with factors such as growing rate of urbanization, rising per capita energy consumption and widening access to energy in the country, are likely to push energy demand further in the country. The sector enjoys favourable regulatory policies, especially in the generation segment. The government has permitted 100% FDI, with no added requirement of procuring license to set up a power plant.

Wind Energy is where India competes globally in manufacturing and deployment in the present scenario. Wind has emerged as the most promising renewable energy source in India. As of March 2013, the country had an installed wind capacity of 19.1 GW, making it the world''s 5th largest wind energy producer. The Center for Wind Energy Technology (C-WET) has revised the estimated on-shore wind energy potential of the country from 49.1 GW (at 50 meter hub-height) to 102.8 GW (at 80 meter hub- height). While the estimated potential is concentrated in Gujarat, wind power installations are led by Tamil Nadu, followed by Gujarat and Maharashtra.

Today, it is well known fact that the people of Gujarat are the happiest when it comes to electricity. Anyone visiting Gujarat appreciates the stark difference in the quality of the electricity supply between Gujarat and rest of the country.

Gujarat has the benefit of plenty of land available for wind power generation mainly in the Kutch region. Industry experts said wind velocity in the range of 6-7 meters per second is best suitable for the wind power generation. This is available in Gujarat due to winds blowing from Arabian Sea and in desert area of Kutch.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2014, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

3) That 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.

4) That the directors have prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS'' REPORT

M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2014-2015 and fix their remuneration.

Notes on Accounts referred to in the Auditors'' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo - Rs. 2,52,030/- on account of investment in Subsidiary.

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavours are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY''S SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2014-15.

DEMATERIALISATION

As the Members are aware, the Company''s shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co-operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited

Sd/- Yogesh M. Shah Chairman & Managing Director

Place: Mumbai Date: 30th May, 2014


Mar 31, 2013

To, The Member of M/s. Veer Energy & Infrastructure Ltd.

The Directors have pleasure in presenting their 33rd Annual Report of the Company for the year ended 31st March, 2013.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2013 (AMOUNT. IN "000") AS ON 31/03/2012 (AMOUNT. IN "000")

Total Income (A) 8,18,765 7,24,155

Net Profit/ (loss) before tax (B) 72,502 72,086

Less: Provision for Taxation 14,203 29,856

Prior year adjustments 878 (4,205)

(B -C) 57,421 46,435

Add: Profit/(Loss) Brought forward from 94,074 54,599

Last Year 1,51,494 1,01,034

Less: Appropriation 2,000

Transfer to General Reserve

Proposed Dividend & Tax 4,960 4,960

Balance carried to Balance Sheet 1,46,534 94,074

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Re.1/- each for the year ended 31st March, 2013, subject to approval of Members of the Company at the ensuing Annual General Meeting.

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As one of the pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra, Gujarat and Rajasthan. During the current year, the company has commissioned 28.90 MW in Rajasthan. Total MW commissioned till date is 59.30 MW out of 79.5MW of total order in Rajasthan by March 2013. The balance shall be commissioned in the year 2013-14

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2012- 2013. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 81.24 Crores as against Rs.72.19 Crores in the previous year which in the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government is favorable and encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit before tax for the year under review is Rs 7.25Crores as against Rs. 7.21 Crores in the previous year. Net Profit after tax and other provisions is higher at Rs.5.83 Crores as against Rs. 4.22 Crores in the previous year.

FUTURE PROSPECTS

India is one of the developing country, and the scope for improvement in India''s energy system is vast. Renewable energy currently makes up a negligible share (0.36%) of total primary commercial energy supply while 96.9% of such supplies come from fossil fuels and 2.76% from hydro and nuclear resources. The non-commercial combustible biomass and wastes which contributes to the extent of 24.5% of the total energy supplies are excluded in this balance.

Wind Energy is where India competes globally in manufacturing and deployment in the present scenario. With these the market grew to be third largest in the world riding on the success of strong policy and regulatory framework. In 2011, India surpassed 3,000 MW in annual installations. This marked a 138% growth over a two year horizon; a remarkable achievement in times of global economic depression.

Today, it is well known fact that the people of Gujarat are the happiest when it comes to electricity. Anyone visiting Gujarat appreciates the stark difference in the quality of the electricity supply between Gujarat and rest of the country.

Gujarat''s total installed wind power generation capacity stood at 3,010 MW in 2012-13. "Gujarat has the benefit of plenty of land available for wind power generation mainly in the Kutch region. Industry experts said wind velocity in the range of 6-7 meters per second is best suitable for the wind power generation. This is available in Gujarat due to winds blowing from Arabian Sea and in desert area of Kutch.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2013, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

3) That 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

4) That the directors have prepared the annual accounts on a going concern basis

AUDITORS & AUDITORS'' REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2013-2014 and fix their remuneration.

Notes on Accounts referred to in the Auditors'' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo – Rs. 13, 97,600/- on account of investment in Subsidiary

Foreign exchange outgo – Rs. 1,92,29,738/- on account of purchase of machineries for engineering division.

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY''S SHARES

The Equity Shares of your Company are listed at The Stock Exchange – Mumbai. The Company has paid annual listing fees for the financial year 2013-14.

DEMATERIALISATION

As the Members are aware, the Company''s shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company''s Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co-operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors

For Veer Energy & Infrastructure Limited

Yogesh M. Shah

Chairman & Managing Director

Place: Mumbai

Date: 14th August, 2013


Mar 31, 2012

To The Members of M/s. Veer Energy & Infrastructure Ltd.

The Directors have pleasure in presenting their 32nd Annual Report of the Company for the year ended 31st March, 2012.

FINANCIAL RESULT

PARTICULARS AS ON 31/03/2012 AS ON 31/03/2011 (AMOUNT. IN "000") (AMOUNT. IN "000")

Total Income (A) 7,24,155 4,37,987

Net Profit/(loss) before tax (B) 72,086 51,996

Less: Provision for Taxation Prior Year 29,856 16,761 Adjustment (c)

4,205 (204)

(A B -C) 46,435 35,439

Add: Profit/(Loss) Brought forward from last year 54,599 26,119

1,01,034 61,559

Less: Appropriation 2000 2,000 Transfer to General Reserve

Proposed Dividend & Tax 4960 4,960

Balance carried to Balance Sheet 94,074 54,599

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.1/- each for the year ended 31st March, 2012, subject to approval of Members of the Company at the ensuing Annual General Meeting

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As a pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. Since recession in the international market and in our country is almost over. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Maharashtra. During the current year, the company has commissioned 35MW in village Vinzalpur district Jamnagar and 20.40 MW out of 79.5MW in Rajasthan by March 2012.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2011-2012. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 72.19 crores as against Rs.43.32 crores in the previous year which in

the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government. Is favorable and

encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs 7.21crores as against Rs. 5.20 crores in the previous year. Net Profit after tax

and other provisions is higher at Rs. 4.22 Crores as against Rs. 3.52 crores in the previous year.

FUTURE PROSPECTS

India is perceived as a developing country, but it is developing at a pace that is not matched by many others. We have experienced significant economic growth. Yet the fact remains that our growth is constrained by energy supply and availability. Although we have seen an impressive increase in installed capacity addition, from barely about 1,350 MW at the time of independence (1947) to about 160,000 MW today, over 90,000 MW of new generation capacity is required in the next seven years.

Wind energy is where India competes globally in manufacturing and deployment in the present scenario. India has an installed capacity of over 11,000 MW in wind energy, and occupies the fifth position in the world, after USA, Germany, China and Spain. Our policy framework in wind energy generation is extremely investor- friendly, and an attractive tariff and regulatory regime provide a strong foundation for the growth of the sector.

Gujarat has enormous potential for wind power generation. The average velocity of wind in the state is just less than seven meters per second, which is very much suitable for wind power generation. Besides this, the state has the longest coast-line in the country and a desert in Kutch. This makes land availability for the wind power projects. Investor-friendly policies of the Government of Maharashtra and technical viability of demonstration projects have attracted private investment of more than Rs 11895 crores in the wind sector so far. Nearly 2309 MW of private wind power projects have been installed in the State upto Mar-2011.

The Rajasthan Government has adopted a new wind power policy to facilitate installation of wind energy plants of 3,000 MW capacity during the next three to four years and promote private investments in the sector through a slew of incentives and concessions. Nearly 2072 MW of wind power projects have been installed in the State upto Mar-2012.

Keeping all this scenario in mind and a rising demand for the renewable energy, company has planned to come up with 200MW project at Gujarat and is also planning to come up with 25MW in state of Maharashtra as there is huge potential in the Industries and there is huge demand.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2012, in terms of the provisions of Section 58 A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Subsidiaries, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

The Balance Sheet, Profit and Loss Account and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company Veer Enterprise GmbH

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

3) That 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

4) That the directors have prepared the annual accounts on a going concern basis

AUDITORS & AUDITORS' REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2012-2013 and fix their remuneration.

Notes on Accounts referred to in the Auditors' Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo - Rs. 50,34,897/- on account of investment in Subsidiary

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY'S SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2012-13.

DEMATERIALISATION

As the Members are aware, the Company's shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company's Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co- operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited

SD/- Yogesh M. Shah Chairman & Managing Director

Place: Mumbai Date: 23rd August, 2012


Mar 31, 2011

The Members M/s. Veer Energy & Infrastructure Ltd.

The Directors have pleasure in presenting their 31st Annual Report of the Company for the year ended 31st March, 2011.

FINANCIAL RESULT

PARTICULARS AS ON AS ON 31/03/2011 31/03/2010 (AMOUNT. IN (AMOUNT. IN “000”) “000”)

Total Income (A) 4,37,987 3,38,450

Net Profit/ (loss) before tax (B) 51,996 55,084

Less: Provision for Taxation 16,761 21,938 Prior Year Adjustment (c) (204) -

(A B -C) 35,439 33,146 Add: Profit/(Loss) Brought 26,119 11 forward from Last Year

61,559 33,157

Less: Appropriation 2,000 3,500 Transfer to General Reserve

Proposed Dividend & Tax 4,960 3,538

Balance carried to Balance Sheet 54,599 26,119

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.1/- each for the year ended 31st March, 2011, subject to approval of Members of the Company at the ensuing Annual General Meeting

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As a pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. Since recession in the international market and in our country is almost over, your Directors have decided to embark upon major expansion by installing 5.1 MW plants for which the Company has already acquired 16 acres of land and started implementation of the project by installing Six WTG of 225 KW at the site and one WTG of 850KW. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Tamilnadu, Maharashtra and Rajasthan. During the current year, the company has commissioned 17MW out of 25MW in Jamnagar district by March 2011. The wind turbines of 850KW were procured from Gamesa Wind turbines Ltd. Also company has added single 850KW machine Gamesa make as its own investment.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2009-10. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 43.32 crores as against Rs.33.82 crores in the previous year which in the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government. Is favorable and encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit before tax for the year under review is Rs 5.19 crores as against Rs. 5.51 crores in the previous year. Net Profit after tax and other provisions is higher at Rs.3.54 Crores as against Rs. 3.31 crores in the previous year.

FUTURE PROSPECTS

The company has planned to come up with other 180MW project at different location in Gujarat. For this project, company has signed MOU with Vibrant Gujarat for wind power generation.

The new strategy of the company is to establish its presence in the European market for the 2 reasons: -

1. To bring the new technology and investors for wind energy and to expand its business.

2. Also to step forward into new renewable energy sector i.e Solar energy. For which the technology will be imported from Europe.

For this reasons, company has established new wholly owned subsidiary named Veer Enterprise GmbH in Stuttgart, Germany.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2011, in terms of the provisions of Section 58 A of the Companies Act, 1956.

DIRECTORS

The Board has appointed Mr. Arvind M Shah, Mr. Prakash A Patel as the Additional Directors on the Board of the Company. Mr. Ritesh P Choksi & Mr. Ravindra V Joshi cease to hold the office as director.

The Company has received notices for appointment of Mr. Arvind M Shah, Mr. Prakash A Patel for the office of the Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

3) That 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

4) That the directors have prepared the annual accounts on a going concern basis

AUDITORS & AUDITORS’ REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2011-2012 and fix their remuneration.

Notes on Accounts referred to in the Auditors’ Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange outgo - 5, 83,547.00

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy.

PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

LISTING OF THE COMPANY’S SHARES

The Equity Shares of your Company are listed at The Stock Exchange – Mumbai. The Company has paid annual listing fees for the financial year 2011-12.

DEMATERIALISATION

As the Members are aware, the Company’s shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (.NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Company’s Shares on depositories as aforesaid.

ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co- operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited

SD/- Yogesh M. Shah Chairman & Managing Director

Place: Mumbai Date : 23rd July, 2011


Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULT PARTICULARS AS ON 31/03/2010 [AMOUNT.IN"000"] AS ON 31/03/2009 [AMOUNT IN "000"] Total Income (A) 3,38,450 2,07,009 Net Profit/ (loss) before tax(B) 55,084 30,518 Less: Provision for Taxation Prior Year 21,938 9,283 Adjustment (c)(A+B-C) 33,146 21,235 Add: Prof h/(Loss) Brought forward from 11 235 Last Year 33,157 21,670 Less: Appropriation 3,500 2,500 Transfer to General Reserve Proposed Dividend & Tax 3,538 2,359 Balance carried to Balance Sheet 26,119 16,811

DIVIDEND

Your Directors are pleased to recommend a dividend @ 6 paise on Equity Share of Rs.l/- each for the year ended 31st March, 2010, subject to approval of Members of the Company at the ensuing Annual General Meeting

OPERATIONS

The main Business of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As a pioneer in this field, Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. Since recession in the international market and in our country is almost over, your Directors have decided to embark upon major expansion by installing 5.1 MW plants for which the Company has already acquired 16 acres of land and started implementation of the project by installing Two WTG of 225 KW at the site. In view of this development, Your Directors are hopeful to achieve better results in the coming years. Your Directors are also exploring the possibilities of starting operations in the state of Tamilnadu and Maharashtra. During the current year, the Company has decided to develop Wind Farm Infrastructure in Gujarat up to 200MW in 3 to 4 phases against this; the company has already proceeded to develop 50MW infrastructure in Bhavnagar District and another 25MVV infrastructure in Kutch District Gujarat. The Board of Directors is hopeful to complete this project on or before 30/09/2010. Another 50Mw is planned to be completed on or before 31/03/2011.

The company has also decided to develop its own Wind Farm for 5.1 MW in Gujarat and out of this the company has successfully installed and completed 1.35MW in Kutch District during the year. Balance 3.75MW project will be completed before 31/03/2011 In order to secure necessary finance for above project, the company has decided to raise long term finance from different sources like banks, financial institutions, QIB & QIP and necessary resolution is placed before the members for their approval.

CORPORATE GOVERNANCE

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement entered into with the Stock Exchange regarding the Corporate Governance for the Financial Year 2009-10. The compliance report along with Auditors Certificate is provided in the Corporate Governance Report annexed to this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 33.82 crores as against Rs.20.70 crores in the previous year which in the opinion of the Directors are satisfactory as the power purchase policy by Gujarat State Government. Is favorable and encouraging to the industry, your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net Profit before tax for the year under review is Rs 5.51 crores as against Rs. 3.05 crores in the previous year registering a robust increase of 58%. Net Profit after tax and other provisions is higher at Rs.3.31 Crores as against Rs. 2.12 crores in the previous year.

FUTURE PROSPECTS

Your Directors are confident of achieving higher growth and profitability and are planning to raise necessary funds for long term capital expenditure and enhanced working capital requirement for which necessary approvals of the Members are being sought under section 81( 1) (a) of the Companies Act.1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year ended on 31st March 2010, in terms of the provisions of Section 58 A of the Companies Act, 1956.

DIRECTORS

The Board has appointed Mr. Ravindra Joshi, Mr. Joseph Tauro Mr. Dhimant Shah and Mr.Bhavin Shah as the Additional Directors on the Board of the Company.

Mr. Pankaj M. Choksi ceases to hold the office as director.

The Company has received notices for appointment of Mr. Ravindra Joshi, Mr. Joseph Tauro Mr. Dhimant Shah and Mr. Bhavin Shah for the office of the Director.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors of the Company confirm pursuant to Section 217 (2AA) of the Companies Act, 1956 as under:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanations relating to material departures

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period

3) That 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

4) That the directors have prepared the annua] accounts on a going concern basis AUDITORS & AUDITORS REPORT

Mr. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting, and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed. You are requested to appoint the Statutory Auditors for the Financial Year 2010-2011 and fix their remuneration.

Notes on Accounts referred to in the Auditors Report for the year are self-explanatory and therefore does not call for any further comment thereon.

CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO Foreign exchange outgo - Nil

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable for the year. However, constant endeavors are made to check power consumption and optimize the use of energy. PARTICULARS OF EMPLOYEES

None of the employees, during the year under review or part of it has been drawn salary above limits specified under section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975. LISTING OF THE COMPANYS SHARES

The Equity Shares of your Company are listed at The Stock Exchange - Mumbai. The Company has paid annual listing fees for the financial year 2009-10 DEMATERIALISATION

As the Members are aware, the Companys shares are tradable compulsorily in electronic format, your Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of enormous advantages offered by the Depository system, Members are requested to avail the facility of dematerializations of the Companys Shares on depositories as aforesaid. ACKNOWLEDGMENTS

Your Directors acknowledges with gratitude and wish to place on records, their sincere appreciation for the support and co- operation received by the Company from the various Government authorities, bankers and Shareholders during the year.

By Order of the Board of Directors For Veer Energy & Infrastructure Limited SD/- Yogesh M. Shah Place: Mumbai Chairman& Managing Director Date: 30th April, 2010

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