To The Shareholders
The Directors present their Fourteenth Annual Report and Audited Statements of Accounts
for the year ended 31st March, 2009.
The Financial Results of the Company are elaborated in the annexed Management
Discussion and Analysis Report. The highlights are as under :
||As on 31.03.2009
||As on 31.03.2008
|Operating Profit before Interest, Depreciation & Tax
|Interest and other Financial Charges
|Net profit before Tax
|Provision for Income Tax & F.B.T.
|Provision for Deferred Tax
|Net profit after Tax
|Add : Balance brought forward from previous year
|Profit available for appropriation
|Corporate Tax on Dividend
|Balance to be carried forward
The Directors recommend for consideration of the Shareholders, at the ensuing Annual
General Meeting, payment of dividend of Re.1/- per share (10 per cent) for the year ended
on 31st March, 2009. The amount of dividend and tax thereon aggregates to Rs. 3.217
Dividend paid for the year ended 31st March, 2008 was Re.1/- per share (10 per cent).
The amount of dividend and tax thereon aggregates to Rs. 3.217 crores.
Detailed information on the operations of different business segments of the company
are covered in Management Discussion and Analysis Report.
During the year your company has successfully commissioned 7MW Ullankal Hydro Electric
Project in the State of Kerala and also a 1.5 MW Wind Mill at Chitradurga in Kamataka.
In terms of the resolution passed under section 81(1 A) of the Companies Act, 1956 at
the Extra Ordinary General Meeting of the members of the Company, held on 27.08.2008, your
Board allotted 40,00,000 convertible warrants on 11.09.2008 by way of private placement,
at a price of Rs.135/- per warrant (including a premium of Rs.125/-) out of which
22,00,000 warrants were allotted to the promoters / promoters group of the company and
rest to persons / entities other than promoter / promoters' group. The Warrant holders
have already paid Rs.13.50/- per warrant and have the option to convert the warrants into
equivalent number of equity shares of Rs. 10/- each fully paid-up, on payment of balance
subscription amount of Rs.121.50/- per warrant, in one or more trenches, within the period
of 18 months from the said date of allotment. The entire money (Rs. 5.4 crores) raised
through the issue of aforesaid warrants, have been fully utilized for the purposes
mentioned in the explanatory statement to the Notice calling the aforesaid Extra Ordinary
DELISTING OF EQUITY SHARES
As decided in the last Annual General Meeting, the shares of the Company were
voluntarily delisted from the Bangalore Stock Exchange Limited, with effect from 16th
December, 2008 and The Calcutta Stock Exchange Association Limited, with effect from 27th
The equity shares of your Company remain listed with the Bombay Stock Exchange Limited
and National Stock Exchange of India Limited.
M/s. Ayyappa Hydro Power Limited (AHPL) continues to be a wholly owned subsidiary of
AHPL is setting up a 15 MW Karikkayam Hydro Power Project in the state of Kerala.
Necessary land for the project facilities is already in possession. Barring unforeseen
circumstances the project is likely to be operational in the financial year 2010-11.
The statement pursuant to Section 212 of the Companies Act, 1956 in respect of the
Subsidiary Company, is separately annexed and forms part of the Annual Report.
Your Company has also acquired 100% Equity Shares of M/s. Dhanashree Projects Private
Ltd w.e.f 20.05.2009, and of M/s. EDCL Power Projects Ltd. w.e.f. 28.05.2009, and
accordingly they have now become wholly owned subsidiaries of the Company.
MANGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the
Management's Discussion and Analysis Report for the year under review, is given under a
separate section and forms part of the Annual Report.
The Company has complied with all the mandatory requirements of Corporate Governance,
as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A report on
Corporate Governance together with the Auditors' Certificate on the compliance of
conditions of Corporate Governance is given in a separate section and forms part of the
Annual Report. Further, a declaration signed by the Executive Director, affirming
compliance with the Code of Conduct by all the Board members and senior management
personnel along with a Certificate from CEO/CFO required under clause 49(V) of the Listing
Agreement are also given therein.
CONSOLIDATED FINANCIAL STATEMENTS
The directors also present the audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiary, viz. Ayyappa Hydro Power Limited
and as prepared in compliance with the accounting standards and listing agreements.
Mr. Gouri Prasad Goenka, Mr. Inder Chand Jain and Mr. Sanjay Kumar Gupta, Directors,
retire by rotation and being eligible offer themselves for re-appointment. Your Board has
also received Form 'DD-A' pursuant to the Companies (Disqualification of Directors under
section 274(l)(g) of the Companies Act, 1956) Rules, 2003, confirming that they have not
incurred any disqualification, under section 274(l)(g) of the Companies Act, 1956. Your
Board recommend their re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with
regard to the Directors' Responsibility Statement, the Board of Directors confirms that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departures;
(b) the selected accounting policies were applied consistently and the Directors 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 the end of the financial year on 31st March,
2009 and of the Profit or Loss of the company, for the year ended on that date.
(c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the company and for preventing and detecting fraud and other
(d) the annual accounts have been prepared on a going concern basis.
PARTICULARS OF ENERGY CONSERVATION, ETC.
Particulars in respect of conservation of energy and technology absorption required
under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are given in a separate
annexure, attached hereto and forms part of this report. There is no foreign exchange
earning or outgo.
The Auditors' Report to the Shareholders of the Company does not contain any
qualification, reservation or adverse remarks.
The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their office at the
conclusion of the ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. They have furnished a certificate to the effect that their proposed
appointment, if made will be in accordance with the limits specified under section 224
(1-B) of the Companies Act, 1956. Your Board recommend their re-appointment from the
conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual
Your Directors wish to acknowledge the support and valuable contributions made by the
employees, at all levels. We continue to train and motivate our workforce to enhance their
contribution towards the goals of your Company.
Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 are given in a separate
annexure, attached hereto and forms part of this report.
Your Directors express their sincere appreciation to the Banks, Central and State
Governments and the Company's valued investors for their continued co-operation and
Your Directors also take this opportunity to acknowledge the dedicated efforts made by
workers, staff and officers, at all level for their contribution to the success achieved
by the Company.
||For and on behalf of the Board
||For Energy Development Company Limited
|Place: New Delhi
|Date : 5th July, 2009
ANNEXURE TO THE DIRECTORS' REPORT
INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE
BOARD OF DIRECTORS) RULES, 1988.
(A) CONSERVATION OF ENERGY
Electricity consumption in Power House auxiliaries is mainly for running governor,
cooling water pumps, and ventilation, air conditioning and lighting purposes. Effective
energy conservation measures are being taken in general and also ensuring that electricity
consumption in these auxiliaries is kept at the minimum.
The company does not fall under the category of industries specified in the schedule to
the said Rules, accordingly, information in Form A, is not required to be given.
(B) TECHNOLOGY ABSORPTION
Every effort was made to ensure that various equipments relating to the company's power
projects correspond to state of the art technology. No specific expenditure on Research
and Development is envisaged.
PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956
READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975
Employed throughout the year and in receipt of the remuneration of Rs. 24 lacs or more
||Total Remuneration (Rs.)
||Date of Joining
||Percentage of Equity shares held in the Company
||Mr. Amar Singh
||B. A., LLB
||Managing Director of Energy Development Company Ltd.
1) Remuneration includes salary and House Rent Allowance.
2) Appointment is made for a period of five (5) years w.e.f. 01/08/2006. Other terms
and conditions are as per the Shareholders' Resolution and Rules of the Company.
3) Mr. Amar Singh is husband of Mrs. Pankaja Kumari Singh, Director.