Directors Report of Sri Havisha Hospitality and Infrastructure Ltd.

Mar 31, 2014

The Shareholders,

Shri Matre Power & Infrastructure Limited.

1. INTRODUCTION

The Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2014.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2013-14 is indicated below :

Rs. Particulars 2013-14 2012-13

Gross Income 4,42,81,306 56,50,572

Less : Expenditure excluding 1,77,32,078 77,55,239

Interest, Depreciation & prior period and Extraordinary items

Profit / (Loss) before Interest, Depreciation & 2,65,49,228 (21,04,667) prior period and Extraordinary items

Interest - -

Profit / (Loss) before Depreciation 2,65,49,228 (21,04,667)

Depreciation 2,76,89,055 3,00,75,000

Profit / (Loss) before prior period and (11,39,827) (3,21,79,667) Extraordinary items

Prior period and Extraordinary items 0 0

Net Profit / (Loss) before provision for Taxation (11,39,827) (3,21,79,667)

Provision for Taxation

Net Profit (11,39,827) (3,21,79,667)



During the year, the company incurred cash profit of Rs 2,65,49,228 (previous year loss of Rs. 21,04,667). After providing for depreciation amounting to Rs.2,76,89,055 (previous year Rs.3,00,75,000), the total Loss for the year stood at Rs.11,39,827 (previous year Loss of Rs.3,21,79,667).

FUTURE OUTLOOK

Your company is actively pursuing opportunities in the Solar Power Generation field as well as in the Infrastructure sector. However we could not penetrate into the solar power generation field so far due to several reasons such as low and not feasible rates. Further due to the then uncertain political scenario at the National level as well as the State bifurcation issue in Andhra Pradesh, there was a lull in both the fields. Your company is in the process of tying up Joint Ventures in the infrastructure development field.

Your company is in the process of divesting its LPG assets so that it would be able to mobilize the required capital for its new projects. Your company is hopeful that it would be in a position to raise the required capital in this financial year through the sale of the old LPG assets at Kakinda which are not being utilised.

As you are aware, your company is already debt free and thus in a better position to achieve its objectives once the above is accomplished.

It is the earnest endeavor of your Directors to turn the company around and make it profitable once again at the earliest.

3. Deployment of Funds : Rs.

Sources of Funds 31.03.2014 31.03.2013

Share Holders Funds 34,95,71,304 35,07,11,131 Non –Current Liabilities 3,07,25,467 3,08,44,576

Current Liabilities 1,47,33,031 6,17,68,050

Total 39,50,29,802 44,33,23,757

Application of Funds

Non-Current Assets 21,10,22,376 25,94,40,987

Long Term Loans & Advances 35,65,051 35,65,051

Other Non - Current Assets 10,97,51,995 9,12,33,827

Current Assets 7,06,90,380 8,90,83,892

Total 39,50,29,802 44,33,23,757



4. SUBSIDIARY COMPANY : No subsidiary company.

5. SALE OF ASSETS AT KAKINADA:

In terms of approval accorded by AGM at the meeting held on 26th December 2006, for sale of assets at Kakinada, action was already commenced during October 2013 for sale of assets by issuance of necessary schedule of assets for disposal, particulars of land, etc. to some of the interested parties. Negotiations are at different stages and the Board expects that proposals will be finalised by March 2015."

6. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2014.

7. DEPOSITS

Your Company has not accepted any Deposits during the year.

8. DIRECTORS

Pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, and Clause 49 of the Listing Agreement, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

The Board of Directors at their duly held meeting on 28th August 2014 recommended the appointment of Mr. B.K. Sinha and Mr. V. Subrahmanyam as Independent Directors for a term of 5 years from September 24, 2014 up to September 23, 2019 at this Annual General Meeting.

During the year under review Mr. D.V. Rajasekhar has resigned from the office of the Director of the Company with effect from 31st July 2013.

As per Section 149(1) of the Companies Act, 2013 and The Companies (Appointment & Qualification of Director) Rules, 2014 which come into force on 1st April 2014 every listed company, within one year from the date the section came into force need to comply with the requirement of having at least of one woman director on their Boards.

To comply with the above provisions of the Act Ms. Deekshita Dontamsetti has been appointed as Additional Director (Non-Independent) of the company by the Board in its meeting held on 31st July 2014, subject to the approval of members in the general meeting.

Your Directors recommend the resolution for your approval.

9. AUDITORS

The Statutory Auditors M/s. Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and fix their remuneration.

10. PERSONNEL

During the year none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 217(2A) for the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report.

12. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

13. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

14. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to your Company. The Board records its appreciation for the contribution of all the team members of your Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(1)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/- D. V. MANOHAR Chairman & Managing Director

Place : Hyderabad Date : 28.08.2014

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Mar 31, 2012

To The Shareholders of Shri Matre Power & Infrastructure Ltd.

1. INTRODUCTION

The Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2012.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2011-12 is indicated below :

Rs. 000 Omitted

Particulars 2011-12 2010-11

Gross Income 36409 51768

Less : Expenditure excluding Interest, Depreciation & prior period and Extraordinary items 7733 12328

Profit / (Loss) before Interest, Depreciation & prior period and 28676 39440

Extraordinary items Interest

Profit / (Loss) before Depreciation 28676 39440

Depreciation 30085 30093

Profit / (Loss) before prior period and Extraordinary items -1409 9347

Net Profit / (Loss) before provision for Taxation -1409 9347

Net Profit / (Loss) -1409 9347

During the year, the company incurred cash profit of Rs. 28,676 thousands, (previous year Profit of Rs. 39,440 thousands). After providing for depreciation amounting to Rs. 30,085 thousands (previous year Rs. 30,093 thousands), the total loss for the year stood at Rs. 1409 thousands (previous year profit of Rs. 9347 thousands).

Future Outlook :

As you are aware, your Company decided to diversify into solar power generation to begin with under the name Shri Matre Power & Infrastructure Ltd. Despite putting best efforts to revive its LPG Business your company could not achieve much progress. This is primarily due to the fact that the Government could not do much to withdraw the subsidy on LPG as committed by it.

Your company acquired requisite land in Ramdevara Village near Pokhran, Jodhpur, Rajasthan to set up its solar project. Though your Company did not succeed in the tender bid process floated by NTPC Vidyut Vyapar Nigam Ltd (NWN), it is pursuing every opportunity to enter into the solar power generation field. Your Company is geared to participate in the tender floated by Rajasthan Renewable Energy Corporation Ltd (RRECL). It would submit its bid for 10MW Solar Power Project to secure a long term Power Purchase Agreement (PPA) to set up a solar power plant & sell electricity to the Rajasthan State Discoms, through RFS issued by RRECL. Your company tied-up with Sun Power Solar of USA for this project and would be bidding for this project along with them. However we have to wait for sometime as RRECL's tender stands postponed.

Apart from participating in the above tenders, your company is also working on alternate avenue wherein it would have a tie-up for 25 year PPA under open Access Mechanism with an Obligated Entity to meet their Solar Purchase Obligations. Your company also is pursuing the option of selling power directly to Discoms and earn its profits through sale of Renewable Energy Certificates. Presently this approach is more profitable in view of the attractive prices of RECs.

Simultaneously, your Company is also working on mobilizing requisite funds to meet cost of the proposed Power Project. With your company wiping out its accumulated losses and starting off now with a clean slate, we are in a better position to achieve our objectives. As esteemed share holders are aware, your company is already Debt Free.

It is the earnest endeavor of your Directors to turn the company around at the earliest and make it profitable once again. Your Directors are putting in all out efforts and are leaving no stone unturned to achieve the same. Your Directors are optimistic that your company would succeed in the Solar Power field soon.

3. DEPLOYMENT OF FUNDS :

Rs. 000 Omitted

31.03.2012 31.03.2011

Sources of Funds

Share Holders Funds 382,891 384,300

Non-Current Liabilities 31,180 56,424

Current Liabilities 40,744 46,372

Total 454,815 487,096

Application of Funds

Non-Current Assets 279,206 309,343

Long Term Loans and Advances 3,536 3,536

Other Non-Current Assets 90,745 89,957

Current Liabilities 81,268 842,590

Total 454,815 487,096

4. SUBSIDIARY COMPANY

Financial Results of your fully owned subsidiary Company viz. Asia LPG Pvt. Ltd. (ALPL) have been appended herewith.

5. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2012.

6. DEPOSITS

Your Company has not accepted any Deposits during the year.

7. DIRECTORS

In term of Articles of Association of the Company, Mr. B.K. Bakhshi, Dr. Bharat H Barai and Mr.R.Prabhakar Rao, Directors retire by rotation at the ensuing Annual General Meeting and offered themselves for re-appointment.

8. AUDITORS

The Statutory Auditors M/s.Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and fix their remuneration.

9. PERSONNEL

During the year, none of the employees is in receipt of remuneration in excess ot the limits prescribed u/s. 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report.

11. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

12. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and ot the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern basis.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to yout Company. The Board records its appreciation for the contribution of all the team members of your Company.

14. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(l)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/-

D. V. MANOHAR

Chairman & Managing Director

Place : Hyderabad

Date : 04.09.2012

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Mar 31, 2010

1. INTRODUCTION

Your Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2010.

2. FINANCIAL PERFORMANCE

The Financial performance of the Company for the year 2009-10 is indicated below:

( Rs. 000 Omitted)

Particulars 2009-10 2008-09

Gross Income 81,388 19,042

Less : Expenditure excluding Interest, Depreciation & prior period and Extraordinary items 29,704 20,548 Profit / (Loss) before Interest, Depreciation & prior period and Extraordinary items 51,684 (1,506)

Interest 721 7,500

Profit / (Loss) before Depreciation 50,963 (9,006)

Depreciation 30,122 30,284

Profit / (Loss) before prior period and Extraordinary items 20,841 (39,259)

Net Profit / (Loss) before provision for Taxation 20,841 (39,259)

Net Profit / (Loss) 20,841 (39,289)

During the year, the company incurred cash profit of Rs. 50,963 thousands, (previous year Loss of Rs. 9,006 thousands). After providing for depreciation amounting to Rs. 30,122 thousands (previous year Rs. 30,284 thousands), the total profit for the year stood at Rs. 20,841 thousands (previous year loss of Rs. 39,289 thousands).

Change in the Name and Objects of the Company :

As members are aware, during the year the Company has changed its Main Objects so as to include business relating to Power and Infrastructure and also the name from Shri Shakti LPG Limited to Shri Matre Power & Infrastructure Limited by passing through Postal Ballot as required under section 192A of the Companies Act, 1956.

Proposed Reduction of Share Capital

The Board of Directors at its meeting held on 6th September 2010 opinioned to write off the accumulated losses unrepresented by its assets through reduction in the Share Capital. Accordingly resolution recommending the same was passed by the Board and placed before the Share holders for their approval by way of Special Resolution which forms part of the Notice of the ensuing Annual General Meeting.

Future Outlook :

As you are aware, the Company had been badly let down by the Government of India who did not honour its commitments given to the Private Sector LPG Industry. Despite the best efforts being put in by all the team members, the company is not able to make much progress in reviving its LPG Business. It is primarily due to the fact that the Government could still not do much to withdraw the subsidy on LPG as committed by it. Over the years, the subsidy has further ballooned thereby substantially enlarging the gap between government subsidized gas and the private sector non subsidized gas.

Thus your company is not able to achieve any significant improvement in its revenues and come up with profitability. This is despite the fact that the company has achieved a debt free status consequent to One Time Settlements with the banks, financial institutions and others wherein their dues have been cleared with Herculean efforts from the Directors. As the future prospects in LPG business do not seem to be bright enough, it is decided to diversify.

In India electricity is always in short supply. Despite the increase in new power generation plants, the gap between demand and supply has not reduced. The average per capita consumption of electricity in India is about 700 kWh which is far below the World average of 2300 kWh. The Indian government has set ambitious goals in the 11th plan for power sector owing to which the power sector is poised for significant expansion. In order to provide availability of over 1000 units of per capita electricity by year 2012, it has been estimated that need-based capacity addition of more than 100,000 MW would be required.

The Government of India has recently announced Jawaharlal Nehru National Solar Mission (JNNSM) for promoting solar power projects in various parts of the country. The objective of the JNNSM under the brand “Solar India” is to establish India as a global leader in solar energy by creating the policy conditions for its diffusion across the country as quickly as possible. The Mission has set a target of 20,000 MW and stipulates implementation and achievement of the target in 3 phases (first phase upto 2012-13, second phase from 2013-17 and third phase from 2017-22) for various components including utility grid connected solar power. Under this, it is proposed to harness the solar energy abundantly available in India and use the same for power generation to meet the ever growing demand for electricity across the country.

The target of 1000 MW of solar power by 2013 and 20,000 MW by 2022 under the JNNSM can make an important contribution by augmenting the generation targets of conventional power. Solar Power projects have some advantages over conventional power projects such as

· Environmental Clearance is not required unlike Thermal, Hydro and Biomass power projects.

· Solar Resource Assessment studies can be done quickly (unlike Wind Power).

· Low Gestation for project planning and implementation; 1 year from financial closure is possible.

The above opens very good opportunity for diversification into solar power generation wherein the raw material is the solar radiation and there is one single customer - the Government through its specified agency viz., NTPC Vidyut Vyapar Nigam Ltd (NVVN) who would be buying the entire production at a price which permits 16% ROI through a Power Purchase Agreement (PPA) for 25 years.

Therefore it is decided to diversify into power generation and solar power to begin with. This would be followed up with a foray into the infrastructure arena. To enable your company to do the same, the Main Objects and Other Objects of the Memorandum of Association of your Company have been changed along with the change of name to Shri Matre Power & Infrastructure Ltd after duly obtaining the shareholders approval through the postal ballot process and securing the requisite statutory approvals.

Your Company Shri Matre Power & Infrastructure Limited is participating in the tender bid process floated by the above nodal agency NVVN. Your company has already acquired 146 acres of land in Ramdevara Village near Pokhran, Jodhpur District, Rajasthan where the solar radiation levels are amongst the highest in the country. Further, requisite water for a solar thermal project is also available on the land. Your Company is in the process of tying up for advanced technology with leading international technology providers. Your Directors are optimistic that your Company would succeed in the above bid process and implement and operate the solar power project profitably.

Our objective is to totally revive our company and put it on a firm profitable track. We have come a considerable way in reaching the present stage from the earlier stage wherein our accumulated losses as well as our loan liabilities both were far in excess of Rs. 100 crores each. From the depths of huge losses and liabilities, we have now reached a stage wherein we are a virtually debt free company and with the above measure viz., proposed reduction of share capital, we would become a company with nil losses. Further your company’s suspension has been revoked by the Bombay Stock Exchange w.e.f. 29th June, 2010 and share is actively trading thereafter. But still there is a long way to go and we should not shy away from taking the necessary bold steps to realize our goals.The Directors would like to assure our esteemed share holders that no stone shall be left unturned and no effort will be spared to take your company forward and profitable.

3. DEPLOYMENT OF FUNDS :

( Rs. 000 Omitted) 31.03.2010 31.03.2009

Sources of Funds

Share Capital and Reserves 787,361 773,986

Un-secured Loans and Trade Deposits 113,465 215,125

Total 900,826 989,111 Application of Funds

Net Fixed Assets, Capital Work-in-progress 339,404 404,512

Investments 10,250 10,250

Net Current Assets 138,764 115,601

Miscellaneous Expenditure to the extent not written off 0 25,499

Profit and Loss A/C 412,408 433,249

Total 900,826 989,111

4. SUBSIDIARY COMPANY

Financial Results of your fully owned subsidiary Company viz. Asia LPG Pvt. Ltd. (ALPL) have been appended herewith.

5. DIVIDEND

As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2010.

6. DEPOSITS

Your Company has not accepted any Deposits during the year.

7. DIRECTORS

In term of Articles of Association of the Company, Mr. B.K. Bakhshi, Dr. Bharat H. Barai and Dr. Gorantla Govindaiah, Directors retire by rotation at the ensuing Annual General Meeting and offered themselves for re-appointment. Your Directors recommend their re-appointment.

8. AUDITORS

The Statutory Auditors M/s. Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and to fix their remuneration.

9. PERSONNEL

During the year, none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 217(2A) for the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975, as amended from time to time.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A “Management Discussion and Analysis Report” has been furnished separately and the same forms part of this report..

11. CORPORATE GOVERNANCE

A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed.

12. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

13. ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh and Government of India and other State Governments for their support and encouragement given to your Company. The Board records its appreciation for the contribution of all the team members of your Company.

14. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

The prescribed details as required u/s. 217(1)(e) of the Companies Act, 1956 are annexed.

For and on behalf of the Board of Directors

Sd/-

D. V. MANOHAR Chairman & Managing Director

Place : Hyderabad

Date : 06.09.2010