Dear Members,
Your Directors have pleasure in presenting their 29TH Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended on March 31,2015.
FINANCIAL RESULTS:
|
|
(Rs. in Lakhs) |
| Particulars |
2014-15 |
2013-14 |
| Gross Profit before Interest and Depreciation |
(12.19) |
(6.64) |
| Less: Interest |
10.77 |
10.03 |
| Depreciation |
19.04 |
12.63 |
| Profit/ (loss) after Interest and Depreciation |
(42.00) |
(29.30) |
| Less: Provision forTaxation |
2.00 |
7.08 |
| Balance afterTotal Provisions |
(44.00) |
(36.38) |
| Excess/(Short) provision of Income Tax for earlier years |
7.08 |
9.44 |
| Add: Profit/(Loss) brought forward from Previous year |
175.56 |
202.50 |
| Balance of Profit carried over to next year |
138.64 |
175.56 |
Performance of your Company:
As you are aware the operating performance of infrastructure projects has declined due
to market conditions and partition of the state of Andhra Pradesh & Telangana. Due to
which, the investee company projects have not shown significant growth compared to
previous year.
Dividend
The Board of Directors has not recommended any dividend for the Financial year 2014-15
in view of the losses during the year under review.
INVESTMENT IN KGPL
Konaseema Gas Power Limited (KGPL), in which your Company has invested in 15 Lakh
equity shares of Rs 10/- each fully paid up with a premium of Rs 5/- per share. Total
Investment of Rs 2.25 Crs.
Share Capital
The Paid up Share Capital as on 31 st March, 2015 was Rs.2.85 Cr. During the year under
review, the company has not issued any class of shares.
Presentation of Financial Statements
The Financial Statements for the year ended 31 st March, 2015 are prepared in due
compliance of the Schedule III of the Companies Act, 2013.
Cash Flow Statement
Cash Flow Statement for the year 2014-15 is annexed to the Statement of Accounts.
Directors and Key Managerial Personnel
a) Independent Directors: During the year Sri. V.R.C Choudary and Sri. Gandhi Mundru
was appointed as Independent Directors for a term of 5 years effective from 30th September
2014. They are not liable for retirement by rotation.
b) Resigned Directors : L.N.Sharams Resignation as Director of the Company w.e.f.
13-8-2014. Board of Directors placed on record their deep appreciation for the enormous
contributions made by L.N.Sharam as Director of the Company.
c) Reappointment of Directors: Sri. B. Gopala Director retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
Particulars of Employees and Related Statutory Disclosures
There are no employees covered under Section 197(12) of the Companies Act 2013 and the
rules made thereunder.
Number of Meetings of Board
During the year, Five meetings of the Board of Directors were held on (i)
30.05.2014(ii) 13.08.2014 (iii) 30.09.2014 (iv)10.11.2014 & (v)14.02.2015 and
accordingly the meetings were held within the prescribed time gap as per the provisions of
the Companies Act, 2013.
Audit Committee Meetings
The Audit committee was constituted on 10.11.2014; the audit committee has met on
(i) 08.11.2014 & (ii) 13.02.2015 for Consideration of Accounts
Annual Evaluation of the Board, Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 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 its
Committees as per the evaluation procedure approved by the Board.
Declaration by Independent Directors)
All the Independent Directors have submitted declarations to the Company to the effect
that they meet the criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013.
Policy on Directors Appointment and Remuneration Policy
The Board, on recommendation of Nomination & Remuneration Committee, has framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration.
Auditors
At the Annual General Meeting held on 30th September 2014, M/s Brahmayya & Co.,
Chartered Accountants, Visakhapatnam, were appointed as statutory Auditors of the Company
to hold office till the conclusion of the Annual General Meeting to be held in the
calendar year 2017.
Auditors Report
The Auditors Report did not contain any qualification.
Cost Audit Report
Appointment of Cost Auditors is not applicable to your company.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had
appointed M/s Venkatachalam & Co., Practicing Company Secretaries to conduct the
Secretarial Audit Secretarial Audit Report for the Financial Year 2014-15 is being annexed
to the Directors Report
Secretarial Report of M/s Venkatachalam & Co in the prescribed Form MR-3 is annexed
to this Report (Annexure-ll). Action has been initiated on the qualification contained in
Report
Internal Audit & Controls
The Company Designated Mr Govindappa as Internal Auditor. His scope of work includes
review of Records, Ledgers, voucher checking and the internal controls applied and
practiced by the Company to ensure the Assets are safeguarded and payments are made only
for the benefits received and also review of operational expenditure, effectiveness of
internal control procedures and systems, and assessing the internal control strengths in
all areas.
The internal control procedures and systems are adequate commensurating with the nature
and size of the operations of the Company.
Internal Auditors findings are discussed and suitable corrective actions are taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations.
Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Company empowered the victimized Employees or Director to approach
directly the Chairman of the Audit Committee for a solution to the issue so that the
victimized Employee/Director is rescued.
Risk Management Policy
Risk Management Policy has been approved by the Board of Directors and the company is
taking steps to mitigate and minimize various Business risks which have impact on the
operations of the company.
Extract of Annual Return (MGT-9):
Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rules made
thereunder, an extract of annual return as on 31st March 2015 in prescribed Form No. MGT
-9 is annexed to this Annual Report (ANNEXURE I).
Material Changes and Comments
No material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report which affecting
Financial position of the Company as on 31.03.2015.
Material Orders, if any, Passed by the Regulators, Courts Etc.:
There are no orders passed by Regulators/Courts/Tribunals which have impact on the
going concern status and Companys operations future.
Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees or Investments under Section 186
The particulars of loans, guarantees and investments have been disclosed in the
Financial Statements.
Particulars of Contracts or Arrangements with Related Parties:
The transactions with related parties fall under the scope of Section 188(1) of the
Act. Information on transactions with related parties pursuant to section 134(3)(h) of the
Act read with rules made there under are given in Notes on Accounts and is enclosed.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
In terms of the order to prevent sexual harassment of women at work place as per
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said policy. During the
year Company has not received any Complaint of harassment.
Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo are as follows:
a) Conservation of Energy
The information in accordance with the provision of Section 134 of the Companies Act,
2013, read with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 2014, regarding conservation of Energy is not applicable.
b) Technology Absorption
No expenditure is incurred by the Company attributable to Technology absorption during
the year under review.
c) Foreign exchange earnings and Outgo
During the year, there are no foreign exchange inflows/earnings or
outflows/investments.
d) Expenditure on Research and Development
No expenditure is incurred by the Company attributable to Expenditure on Research and
Development during the year under review.
Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 has not been applicable to the Company as the Company is incurring losses in
the financial year 2012-13 onwards.
Human Resources
Your Directors and Management express their appreciation for the commitment and
devotion shown by the employees.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, the best
of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March 2015, the
applicable accounting standards had been followed along with proper explanation relating
to material departures from the same;
(b) the directors had 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 31st March 2015 and of the profit
and loss of the company for the year ended on that date;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared.
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgements
Your Directors thank the Government of India and Government of Telangana & Andhra
Pradesh for their support. They also place on record their appreciation for the help and
encouragement received from Banks and other Financial Institutions.
Your Directors sincerely thank Members for their sustained support and co-operation.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
| Place : Hyderabad |
M. SRIMANI |
M S P RAMA RAO |
| Date : 28.05.2015 |
Managing Director |
Director |
+91-9892691696
