| Dear Members,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS (Standalone)
For the Year ended 31st March
Particulars (Rs.in Lakhs)
2015 2014
Sales and Other Income 0.16 3319.68
Profit Before Interest and Depreciation (61.58) 492.84
Interest & Finance Charges 61.98 176.14
Depreciation 205.32 268.38
Profit before Tax (328.90) 48.30
Less: Provision for Taxation
Current Tax 0 9.20
Deferred Tax (221.02) 35.99
Net Profit After Tax (107.88) 3.11
Balance b/f from previous year 469.68 466.57
Depreciation on assets having no useful life (134.96)
Total 226.83 469.68
Balance carried to Balance Sheet 226.83 469.68
FINANCIAL SUMMARY:
During the period under review, the company has stopped its operations
due to lack of funds and banking operations become NPA. The NPA account
has been acquired by an ARC from Bank. During the year net loss of the
company after providing depreciation is Rs. 107.88 Lakhs (after making
provision for Deferred Tax Assets of INR 221.01 Lakhs ) as against Rs.
3.10 Lakhs in the previous year, after making provision for deferred
tax liability.
DIVIDEND:
The Company has incurred losses during the year under review and hence
the directors have not declared any dividend to its members.
SHARE CAPITAL AND DEBENTURES:
The paid-up equity capital of the Company as on March 31, 2015 is
25,43,57,840/- consisting of 2,54,35,784 equity shares of INR 10/-
each.
PROSPECTS
Your Directors are in the process of reviving the activity by reducing
the Bank liability as the higher bank loans are no longer viable
business proposition to the company
FUTURE PLANS
As stated in the earlier reports the implementation of the 10 MW power
plant at Sambalpur Dt. Odisha which is expected to be completed during
Sept. 13. The project got delayed because of non release of funds by REC
and repayment of unsecured loan. However company now arranging funds and
PFC also initiated steps to revive the project. Therefore project will
be completed by March 2017. The unit rate for the power purchase
agreement is also attractive. There is no other unit in the vicinity of
the power project area therefore this proposal is viable proposition.
The company also ordered for Plant and Machinery and civil works have
been completed. All the licenses and approvals are in place.
SUBSIDIARY COMPANIES:
The Company has following 2 subsidiaries as on March 31, 2015 namely:
1) SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED
2) RPVS RENEWABLE ENERGIES PRIVATE LIMITED
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"). There has been no material change in
the nature of the business of the subsidiaries. There are no operations
in the subsidiary Companies during the year.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company. Pursuant to the provisions of section 136 of
the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited
accounts in respect of subsidiaries, are available on the website of
the Company. The details of the subsidiaries are given in Annexure I in
Form AOC-1 and the same forms part of this report
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. they 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 of the profit of the
Company for that period;
iii. they 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. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In terms of provisions of Section 152 of the Companies Act, 2013, Sri
PRADEEP KUMAR MAHAPATRO, Director of the Company will retire at the
ensuring Annual General Meeting and being eligible, offer himself for
reappointment.
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, BRAHMANANDA ROUT, SUDHANIDHI ROUT and
KOLACHANA SHASTRI VENKATESWARA were appointed as independent directors
at the last annual general meeting of the Company held on 31st
December, 2015. The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. They have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
NUMBER OF MEETINGS OF THE BOARD:
8 meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of this report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49"). The performance of
the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Declaration by an Independent Director(s) and re- appointment, if any:
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as Annexure VI.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s RRK &ASSOCIATES, Chartered Accountants,
Hyderabad were appointed as statutory auditors of the Company from the
conclusion of the twentieth annual general meeting (AGM) of the Company
held on 31st December, 2014 till the conclusion of the twenty fourth
AGM to be held in the year 2018, subject to ratification of their
appointment at every AGM.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:
The auditors' report contain the following qualifications, reservations
or adverse remarks: The management has replied to the qualifications of
the Auditor as follows:
Query: With reference to the Note No.12 of the financial statements
wherein the management of the company has considered Trade receivables
amounting to Rs.9,54,85,831 as good and fully recoverable. In the
absence of external confirmations from the customers from whom these
amounts are due or other alternate audit evidence to corroborate
management's assessment of recoverability of these balances and with
regard to the age of these balances, we are unable to comment the
extent to which these balances are recoverable.
Reply: The Material sent to parties are subject to quality checking at
their end, the material (castor seeds) contains the heavy moisture when
procured effected the quality therefore receivable amount qualified by
the auditor of Rs. 9,54,85,831.00, can be partly realizable because of
quality problems . However the company is trying its level best to
collect/settle with the parties in order to reach the amicable
solution.
The secretarial auditors' report contain the following qualifications,
reservations or adverse remarks. The management has replied to the
qualifications of the Secretarial Auditor as follows:
Query: The intermittent vacancy caused by resignation of woman director
was not filled up by the Board with in the stipulated time.
Reply: Management has taken steps to find a suitable candidate to be
appointed as Woman director to comply with the provisions of Companies
Act, 2013 & listing agreement entered with the Stock Exchanges
Query: The Company has not appointed Key Managerial Person i.e. Company
Secretary.
Reply: Availability of the experienced and qualified Company Secretary
in the market is less and getting them is difficult and even after
giving the advertisement we could not get, therefore the company could
not appoint the Company Secretary. However, Company has taken steps to
appoint a whole time Company Secretary in the Company.
Query: Annual General Meeting for the financial year ended on
31/03/2014 was not convened within the due date.
Reply: The company operations were stalled by the trade unions and
coupled with Financial constrains faced by the company and non-release
of funds by REC and unplanned repayment of loan to the long term
creditor on his demand which was not envisaged by the company in short
term. Due to the above said unavoidable circumstances, company has not
conducted the Annual General Meeting. However, Company is conducting
the Annual General Meeting for the Financial year 2013- 14 on
31.12.2015.
Query: The company has not complied with the clauses 16, 35, 41, 47(C),
49, 52 and Reconciliation of Share Capital Audit of the listing
agreements entered with BSE Limited and Pune Stock Exchange Reply:
Company is in the process of complying with the all the clauses of
listing agreement.
Report of the secretarial auditor is given as an annexure which forms
part of this report.
RISK MANAGEMENT POLICY:
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of
this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements. TRANSACTIONS WITH RELATED
PARTIES:
None of the transactions with related parties falls 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 rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure II in Form
AOC-2 and the same forms part of this report.
EXTRACT OF ANNUAL RETURN:
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure VI in the prescribed Form MGT-9, which
forms part of this report.
DISCLOSURE REQUIREMENTS:
As per Clause 49 of the listing agreements entered into with the stock
exchanges, A detailed Report on Corporate Governance, Management
Discussion and Analysis Report and the Certificate from the Auditors of
your Company regarding compliance of conditions of Corporate Governance
are attached, which form part of this report.
As per Clause 55 of the listing agreements entered into with the stock
exchanges, a business responsibility report is attached and forms part
of this annual report.
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges
LISTING OF SHARES
The Equity shares of your Company are listed on Pune Stock Exchange and
Ahmedabad Stock Exchange. The shares of the Company are being traded on
Bombay Stock Exchange (Indonext).
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under,
M/s.Mittapalli Naga Kishore, Practicing Company Secretary have been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure V to this report. The
report is self-explanatory and do not call for any further comments.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134 of the Companies Act,
2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014) are
set out in Annexure-III to this report.
PARTICULARS OF EMPLOYEES
There are no employees whose information is required to be disclosed
under Section 197 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
PERSONNEL
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
The relationship between the management and staff was very cordial
throughout the year under review. Your directors take the opportunity
to record their appreciation for the co operation and loyal services
rendered by the employees.
APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company who have contributed in no small measure to the performance and
the Company's continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. The Board also places on record their
deep sense of appreciation for the committed services of all the
employees of the Company.
By Order of the Board
SWARNAJYOTHI AGROTECH & POWER LIMITED
Sd/-
Place: HYDERABAD MANMOHAN SAHU
Date: 01.12.2015 MANAGING DIRECTOR
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