SRHHL Industries Ltd Merged Directors Report

SRHHL INDUSTRIES LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT To The Members SRHHL INDUSTRIES LIMITED. Your Directors presenting the Twenty Fourth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011. Financial Results: (Rs. in lakhs) Particulars 2010-2011 2009-2010 Profit before Interest, Depreciation and Tax 67.51 52.01 Less: Depreciation 32.62 31.51 Loss on sale/impairment of assets 0.00 4.19 Prior period adjustments 0.00 (1.87) Profit/(Loss) before Tax 34.89 18.18 Provision for Taxation 5.37 6.84 Profit/(Loss) after tax 29.52 11.34 Add: Balance brought forward from the previous year 1522.16 1510.82 Balance carried forward to next year 1551.68 1522.16 Operations: During the year the Company achieved Income/Turnover of Rs. 92.62 lakhs against previous year income/turnover of Rs. 77.74 lakhs. Dividend: In view of the strengthening and stabilization of activities, your Directors have decided not to declare any dividend for the year 2010-11. Risk Management: All assets of the company and other potential risks have adequately insured. Fixed Deposits: The Company has not accepted any fixed deposits during the year as per Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet. Listing of Shares: The Equity shares of your Company are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchange for the Financial year 2011- 2012. Particulars of Employees: The information as required under Sec.217 (2A) of the Companies Act, 1956 and the rules framed there under was not annexed as none of the employees were in receipt of the remuneration as per the limits prescribed there under. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: Information as per 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 forming part of the Directors Report for the year ended 31st March, 2011 is annexed to this Report. (Annexure-A). Directors Responsibility Statement: 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, 2011, 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 judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the 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 provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis. Corporate Governance: A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement (Annexure B) and also the Management Discussion and Analysis Report (Annexure C) are annexed to this Report. Directors: Mr M R Pandurangaiah retires by rotation at the ensuing Annual General Meeting and being eligible for reappointment offers himself to be rejected as Director. Mr. T G Bharath resigned as Director and Managing director due to his preoccupation and in this casual vacancy Mr. E Thirupalu Babu was appointed as Executive Director in the Board meeting held on 24,08.2011. Mr S Natraj, appointed as director in the casual vacancy caused due to resignation of Mr P Surendra Mohan who is liable to retire by rotation in the Next annual General Meeting, Mr. G Sampath Kumar resigned as Director with effect from 24.08.2011 due to pre-occupation with earlier engagements. The Board in its meeting held on 24.08.2011 had appointed Mr. M. Nazar Pitchai to fill the casual vacancy caused due to resignation of Mr. G Sampath Kumar, The casual vacancy of this directorship liable to retire by rotation under Section 255 of the Companies act, 1956 and is coming up for re-appointment at the ensuing Annual General Meeting. Auditors: M/s T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The firm is peer reviewed and hold a peer review certificate also. Acknowledgements: Your Directors wish to express their gratitude to State Bank of Hyderabad. Government Departments, Project and Technical Consultants for their continued support and to all the employees of the Company for their devoted and loyal services. For and on behalf of the Board Sd/- Place: Kurnool E. Thirupalu Babu Date : 24.08.2011 Executive Director Annexure-A to Directors Report: Additional information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. A. Conservation of Energy: FORM-A Disclosure of particulars with respect to conservation of Energy: Current Previous Year Year 2010-2011 2009-2010 A. Power and Fuel Consumption UNIT 1. ELECTRICITY: a. Purchased (KWH) 25,313 43,630 Total Amount (Rs) 82,267 1,41,798 Rate per Unit (Rs.) 3.25 3.25 b. Own Generation through Wind Generator (Units) (KWH) 79,410 4,26,070 c. Other Internal generation - - B. Consumption per KWH of Production: Power 0.32 0.10 FORM-B I. Research and Development (R & D): 1. Specific areas in which R & D carried out by the Company: Studies are undertaken to improve the operational efficiency of wind Turbines. 2. Expenditure on R & D: No expenditure is incurred on R & D. 3. Future Plans The Company is contemplating to enter power generation through gas /hydel/ wind based Projects. 4. Technology Absorption, Adoption and Innovation: There is no import of technology during the year. C. Foreign Exchange Earnings and Outgo: There are no imports and exports and hence the foreign exchange earnings and outgo are NIL. Total Foreign exchange used/earned Foreign exchange earned: NIL Foreign Exchange used : NIL For and on behalf of the Board Sd/- Place: Kurnool E. Thirupalu Babu Date : 24.08.2011 Executive Director Annexure C to Directors Report: MANAGEMENT DISCUSSION & ANALYSIS REPORT: (A) INDUSTRY STRUCTURE AND DEVELOPMENTS: The Companys main activity is generation of power through wind. Investments is another activity of the company. (B) OPPORTUNITIES AND THREATS: The generation of power through wind mainly depends on high velocity which is seasonal in nature. (C) PERFORMANCE OF THE COMPANY: The generation of power has been decreased to 79410 units against 436293 units in previous year due to low wind velocity. (D) OUT LOOK: Your Company wants to diversity its activities by entering into gas based projects. (E) RISKS AND CONCERNS: The investments in shares are market driven which are exposed to related risks. (F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has a good system Of internal controls in all spheres of its activities. All the staff of the internal Audit Department are well trained in internal control procedures and well versed with computerised environment. In the opinion of the Board, an effective internal control system adequate to the size of the Company are in place. (G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: During the year 2010-11 Net profit before Tax is Rs.34.89 lakhs against Net profits before tax of Rs. 18.18 lakhs during the previous year. The Company provided Rs.5.37 lakhs towards current tax and deferred income tax. (H) MATERIAL DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT. During the year, the Company maintained harmonious and cordial Industrial relations. The Company is regularly conducting seminars and workshops. The Company is deputing employees for attending seminars for updating their skill and knowledge.