BOARDS' REPORT Dear Members, The Board of Directors have great pleasure in presenting the 26'h Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2015, the Statement of Profit and Loss for the year ended on that date and the Auditors' Report thereon. There were no activities in the company during the year under review. The company has invested its surplus funds in a power generating company. OUTLOOK: There were no significant activities in the company for the past few years and in order to generate revenues, the company has planned to undertake and execute EPC Contracts and Operations & Maintenance - 0 & M Contracts for M/s Cauvery Power Generation Chennai Private Ltd -"CPGCPL", Chennai and 0 & M Contracts for M/s Cauvery Solar Power Private Ltd -"CPGCPL", Chennai (both are Group Companies} for which necessary resolutions have been proposed for getting the approval of shareholders in the ensuing Annual General Meeting. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There are no material changes and commitments affecting financial position of the company between 31st March 2015 and the date of Board's Report. No changes in-the nature of business to be reported in the Board's Report. DIVIDEND: Considering financial performance, Your Directors have decided not to declare any Dividend for this year. BOARD MEETINGS: During the Financial Year eight meetings of the Board of Directors were held on 16-05-2014,14-07-2014, 25-08-2014, 22-09-2014, 24-10-2014,10-12-2014,30-01-2015 and 09-03-2015. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under report. Dr. M. Ramasamy (DIN-06920191) was appointed as an Independent Director on 14-07-2014 for a period of five consecutive years. Due to pre-occupations, Mr. R.Ramesh (DIN 02874213) resigned from the Directorship of the company with effect from 12-05-2014. Dr. V.R Subramanian (DIN-02874175) and Mr. V. Narayanan (DIN-02890381) were appointed as Independent Directors of the company by passing special resolution under Section 149 of the Companies Act 2013. During the year under report, Ms. Preethi Natarajan (DIN-07117043) was appointed as an Independent Woman Director on 09-03-2015 for a period of five consecutive years. Due the year under report, Mr. R.Ramesh was appointed as Chief Financial Officer of the company at the Board meeting held on 09-03-2015. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act 2013. SECRETARIAL AUDIT: Secretarial Audit Report as provided by M/s S. Dhanapal Associates, Practicing Company Secretaries, is annexed to this Report as annexure COMPOSITION OF AUDIT COMMITTEE: The composition of Audit Committee is given in the section "Report on Corporate Governance" of this Report. REASONS FOR NOT ACCEPTING THE RECOMMENDATIONS OF THE AUDIT COMMITTEE: There are no recommendations of the Audit Committee not accepted by the Board. THE COMMITTEE FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR: a)Constitution of Nomination and Remuneration Committee: The Board of Directors at their meeting held on 16-05-2014 constituted a committee of the Board of Directors was constituted to be called as "Nomination and Remuneration Committee" and framed the "Nomination and Remuneration Policy" in accordance with the provisions of Section 178 of the Companies Act, 2013 with the following members: 1. Mr.S.A.Premkumar 2. Mr.V.Naravananan 3. Dr.M.Ramasamy Nomination and Remuneration Policy The Company has Audit cum Remuneration Committee in accordance with the provisions of Listing Agreement with Stock Exchange. The Board of Directors of the Company has constituted "Nomination and Remuneration Committee" on 16"' May, 2014 in compliance with the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. Objectives: The Key Objectives of the Committee and the Policy: a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) to recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management. Role of Committee: The role of the Committee inter alia will be the following: a) to formulate a criteria for determining qualifications, positive attributes and independence of a. Director. b) to recommend to the Board the appointment and removal of Senior Management. c) to carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance. d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management remuneration and incentive, e) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract; f) to ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks. Remuneration Policy: Managing Director (s and Independent Directors Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Executive and Nan - Executive Directors. This will be then approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable. The Company does not pay remuneration by way of salary, perquisites and allowances {fixed component) to Managing Director(s). Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity CS and Senior management personnel The remuneration of CS and senior management largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry. b) Constitution Of Stakeholders' Relationship Committee: The Board of Directors at their meeting held on 16-05-2014 constituted a committee of the board of Directors to be called as Stakeholders' Relationship Committee in accordance with the provision of Section 178 of the Companies Act, 2013 with the following members: 1. Mr.S.A.Premkumar 2. Mr.V.Narayananan 3. Dr.M.Ramasamy VIGIL MECHANISM: The company has established a vigil mechanism (for directors and employees to report (genius concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement and there no significant events for reporting. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors confirm: a) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ; b) That 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 at the end of the financial year ended on 31sl March, 2015. c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 3P' March, 2015 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities. d) That the Directors had prepared the Annual Accounts on an ongoing basis. e) That 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. f) That 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. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES ASSOCIATES: The company has invested its surplus funds in Kaveri Gas Power Ltd and its performance is satisfactory AUDITORS: M/s. V. SENTHILNATHAN & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment, QUALIFICATIONS IN AUDIT REPORTS: With regard to the observation by the statutory auditor on Note No S to the financial statements during the year under review, the Board of Directors are initiating steps to revive the business activities DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL} ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and all employees (permanent, contract, temporary, trainees) are covered under this policy. During the year NO complaints has been received by the ICC on sexual harassment. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING: The company has no activities at present and hence details are not furnished. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: There are no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The internal control systems are adequate considering the present state of business PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not taken any secured loans or unsecured loans under the Companies Act 2013. RISK MANAGEMENT POLICY: As already stated since the company has no activities there are no assets which are active. Hence the" company has not framed any risk management policy. FORMAL ANNUAL EVALUATION: The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director. RATIO CF REMUNERATION TO EACH DIRECTOR: The company has paid Rs 30,000/- To Dr. M. Ramasamy, towards sittings fees during the year. LISTING WITH STOCK EXCHANGES: The company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to SSE where the company's shares are listed, CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. SECRETARIAL STANDARDS: The company has adhered to the Secretarial Standard -10 and made disclosures in relation to the Boards' Report for the year under review. EVENT BASED DISCLOSURES: Since the company has not issued any Sweat Equity Shares, Equity Shares with differential voting rights and issue of shares under employees stock option scheme, the details are not given. The company had not made any purchase of shares or given any loans for purchase of shares. The company had not made any buy- back of shares. DIRECTORS SEEKING RE-APPOINTMENT: i.) Mr.S.EIangovan aged about 57 years. ii.) Mr.S.A.Premkumar, aged about 44 Years having more than 11 years in the Power Generation Industry, iii) Mr.K.S.Shanmugam, aged about 91 years. The brief resume of the directors proposed to be re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment/re-appointment are being placed for approval of the members at the AGM. The board, therefore, recommends their appointment re-appointment as directors of the Company. ACKNOWLEDGEMENT Your Directors would like to place on record their gratitude to the Members for their continued support and confidence. Your Directors also would like to thank the Staff Members at various levels for their committed Services for the Company. For and on behalf of the Board (S.EIangovan) Chairperson & Managing Director Place: Chennai Date: 28-05-2015 |