Venus Power Ventures (India) Ltd Directors Report.

DIRECTORS REPORT

To

The Members

M/s. VENUS POWER VENTURES (INDIA) LIMITED

Hyderabad.

Your Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Annual Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Particulars Financial Year for 2013-2014 Financial Year for 2012-2013
Income 3008.45 2618.59
Depreciation 30.75 29.31
Profit/Loss before Tax 67.22 65.01
Profit/Loss after Tax 45.19 44.92

BUSINESS REVIEW & FUTURE OUTLOOK :

During the year under review Company has recorded net profit of Rs.45.19 Lakhs as compared to Rs. 44.92 Lakhs during the previous year. In spite of slowdown in the industry, your directors sensible decision in carrying out the viable projects resulted in profitability growth.

The countrys annual energy production still increasing more and more to fulfill the required necessity. Rapid economic growth has created a growing need for dependable and reliable supplies of electricity. There are many offers from the side of the Indian government too to interest to set a modest target on opening up Ultra Mega Power Projects (UMPP) for private investments and encouraging to tie-up with Public Private Partnership to increase the production level of power. Due to the fast-paced growth of Indias economy, the countrys energy demand has grown over the past 30 years. In these regard your Directors are making their best efforts to move parallel with the conditions.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy The Company is monitoring the consumption of energy and is identifying measures for conservation of energy
(b) (i) Technology Absorption, adaptation and innovation No technology either indigenous or Foreign is involved
(ii) Research and Development (R & D) No research and Development has been carried out
(c) i) Foreign exchange earnings NIL
ii) Foreign exchange out go NIL

PARTICULARS OF EMPLOYEES :

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

DIRECTORS :

Mr. Vadlamudi SriKrishna, Mr. D Murali Krishna and Mr. K Srinivasa Rao are proposed to be appointed as Independent Directors.

AUDITORS :

M/s. P Murali & Co., Chartered Accountants appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fourth Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

FIXED DEPOSITS :

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT :

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we 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 at the end of the financial year and/or of the Profit or Loss of the company for that period;

iii) we 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;

iv) We have prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO THE LISTING AGREEMENT :

Presently the companys Equity Shares are listed at the Bombay Stock Exchange of India limited, Mumbai (BSE) and the company paid the Annual Listing Fee up-to 2014-2015

MANAGEMENT DISCUSSIONS AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Power Sector has been getting 18-20% of the total Public Sector outlay in initial plan periods. The Power development is the key to the economic development. The power Sector has been receiving adequate priority ever since the process of planned development began in 1950. Over the years (since 1950) the installed capacity of Power Plants (Utilities) has increased to 89090 MW (31.3.98) from meager 1713 MW in 1950, Similarly, the electricity generation increased from about 5.1 billion units to 420 Billion units - 82 fold increase. Remarkable growth and progress have led to extensive use of electricity in all the sectors of economy in the successive five years plans.

About 85% of the villages have been electrified except far-flung areas in North Eastern states, where it is difficult to extend the grid supply. The per capita consumption of electricity in the country also increased from 15 kWh in 1950 to about 338 kWh in 1997-98, which is about 23 times. In the field of Rural Electrification and pump set energisation, country has made a tremendous progress. The drop in the real estate market and subsequently impact of meltdown in the global economy and commodity market combined with a reduction of 15% in real estate. This is the ever best opportunity to entering in the field of power generation and increasing the power productions to meet out all hindrances to enabling the business entity to become stronger.

India now ranks third amongst the coal producing countries in the world. Being the most abundant fossil fuel in India till date, it continues to be one of the most important sources for meeting the domestic energy needs. It accounts for 55% of the countrys total energy supplies. The development of core infrastructure sectors like power, steel, and cement are dependent on coal. About 75% of the coal in the country is consumed in the power sector. As a result increase in the number of projects launched in the last several years. We will see better projects developments by reputed power projects to produce the power generations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems are aimed at promoting operational efficiencies. The Company is conducting internal audit at regular intervals to ensure that :

a) Transactions are executed in accordance with the Companys policies and authorizations.

b) Deployment of funds is in accordance with the Companys policies.

The internal audit is conducted as per the requirement of the Company and the report is submitted to the Audit committee and to the Management. It reviews the policies and procedures followed.

The Audit Committee with three independent and non-executive directors meets regularly to investigate any matter relating to the internal control system and reviews the Internal Audit. The committee reviews the quarterly and half yearly financials before they are submitted to the Board of Directors.

HUMAN RESOURCES

The Company believes that a right workforce makes all the difference in maneuvering an organization to the highest levels of success and achievement. The works out sourced are monitored by the team of quality inspectors and as per the future strategy it will be required to hire and nurture core professionals in the field of proposed operations of the company. A qualified technical team is at the core of our operations. Having acquired expertise in their niche areas, they are trained in-house, on a regular basis, on diverse emerging trends and products.

CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL :

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board 0f Directors
M/s. VENUS POWER VENTURES (INDIA) LIMITED
(M.SRINIVASRAO) (V.SRIKRISHNA)
MANAGING DIRECTOR DIRECTOR
Place: Hyderabad
Date: 30.08.2014