DIRECTORS' REPORT To, The Members, K.P. ENERGY PRIVATE LIMITED Your Directors have pleasure in presenting herewith their 6th Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2015. REVIEW OF OPERATIONS: Company was incorporated in January 2010 and prior to the year ended March 31, 2015, all of our revenues were derived from EPC Contract revenue as Proxy Developers, i.e. services for other Wind Farm Developers orIPPs on a contract revenue basis only. During this period, we were simultaneously engaged in identifying and acquiring viable wind sites as well as in development of other infrastructure for our "self development" wind farm projects. During Financial year, our Ratdi Wind Farm Project was commissioned and hence we began recognizing revenue from the same. Thus there is a substantial jump in our revenues and resuits for this fiscal year. DIVIDEND:- Directors have not recommended any dividend on Equity Shares of the Company in respect of the year ended under review. RESERVES:- The company has transferred the whole amount of Profit / (Loss) to Reserve and surplus account as per attached audited Balance sheet for the year ended on 31" March, 2015. CREDIT RATING:- Your Company does not have obtained any credit rating from the Credit Rating Agencies. DEPOSITS:- Except the loans or borrowing exempted as deposits under Rule 2(b) of the Companies (Acceptance of Deposit) Rules, 1975, the Company has not accepted any deposits orloans falling under purview of Section 58A of the Companies Act, 1956 read with the said rules and/or under the provisions of the Section 73 to 76 of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT:- Pursuant to the requirement of Section 134(5) of the Act, and based on the representations obtained from the management, the directors hereby confirm: A. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; B. that 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 of the profit and loss of the Company for that period; C. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; D. that the annual accounts have been prepared on a going concern basis; E. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and f.the directors; in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. AUDITORS:- Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Bipinchandra J. Modifi. Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the AGM to be held in the year 2019, subject to the ratification of their appointment at every AGM. Ratification of his appointment for financial year 2015-2016 will be proposed in the next AGM. COMMENTS ON AUDITORS REPORT, SECRETARIAL AUDITORS REPORT AND COST AUDITORS REPORTS:- 1. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by auditors in auditor report. 2. The Secretarial Auditors Report:-NOT APPLICABLE in case of our company. 3. The Cost Auditors Report:-NOT APPLICABLE in case of our company. EXTRACT OF THE ANNUAL RETURN:- The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 (the "Act") and as prescribed vide Rule 12(1) is annexed herewith in the prescribed form MGT-9 and forms part of this Report. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:- The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:- The Company has not given any Loans or any Guarantees or not made any investments and not provided any securities U/s 18b of the Companies At!, 2013. FINANCIAL AND LIQUIDITY POSITION:- The Company has succeeded in getting the required finance in form of financial assistance/business loan from Bank as "Secured Loans". It has helped the Company maintaining good financial and liquidity position throughout the year. The Board of Director expresses their sincere gratitude towards banks for their financial support to the Company. MANAGERIAL REMUNERATION:- The Company has paid Rs. 9,00,000/- to Mr. Ashish Ashwin Mithani, Director of the Company, as remuneration for the financial year 2014-2015. DIRECTORS:- A) Changes in Directors and Key Managerial Personnel:- No events for any director(s) appointment/resignation/retired by rotation/change in designations occurred during the year. BJ Declaration by an Independent Director(s) and re- appointment, if any Not Applicable to Our Company. C) Formal Annual Evaluation Not Applicable to Our Company. SHARE CAPITAL- Our Company has made allotments and transfer of Equity Shares from time to time during the year under review. The following is the Equity Share Capital Buildup of our Company during the year ended as on 31" March 2015: The Company has not issued any Preference Shares/Debentures/Bonds/other securities during the year and Bought Back/redeem any Equity Shares/Sweat Equity Shares. RISK MANAGEMENT POLICY:- The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value. CSR POLICY:- Provisions of the Companies Act, 2013 regarding CSR applicability is NOT APPLICABLE to our Company. Hence, the Company has not formed any Committee for CSR Policy formulation and has not set aside any amount for CSR activities. GENERAL:- Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report. 4. There were no material changes or commitment affecting the financial position of the company, having occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 5. Particulars relating conservation of energy, technology absorption, foreign exchange earnings and outgo during the year under reporting, are not given in absence of such energy consumption and foreign exchange earnings or outgo.(Whereas company has incurred Rs. 1050067/- for power and fuel, Rs. 188000/- for Rent including lease rent.) 6. A statement on declaration by independent director in terms of sub-section (6) of section 149 of the Act is not applicable to the company. 7. No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future. 8. The Company is not required to constitute or reporting on any Committee of the Board U/s 178(1) of the Companies Act, 2013i.e. Nomination Committee/Remuneration Committee/Shareholders Committee/ Audit Committee etc. 9. Being a Private Limited Company, provision of Vigil Mechanism is not applicable to the Company. 10. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:- Our Company does not have any subsidiary Company and Joint Venture alliances, as per Audit Report we have two Associate Companies for the year ended as on 31st March 15.(ATTACHED AOC-2) DISCLOSURE OF RELATED PARTY TRANSACTION- All the Related Party Transactions that were entered into during the financial year were in the ordinary course of business and on arm's length basis. Same detail has been provided in AOC - 2 INTERNAL CONTROL SYSTEMS:- The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. ACKNOWLEDGEMENT:- The Board acknowledges the contribution of employees at all offices and at all levels without whose efforts the Company could not have been developed at such a rapid speed. The Company also express its sincere gratitude towards different government and other authorities including local authorities for their co-operation to the management by giving timely approval or clearance towards the projects of the Company The Company is also thankful to the shareholders, suppliers. customers and other associates for their co-operation to the management and for their contribution towards the growth of the Company. The Board does hope for the contribution and co-operation from all continuously in future also. FOR THE BOARD OF DIRECTORS OF K.P. ENERGY PRIVATE LIMITED Director DIN:00152771 DIN:00414045 Place : Surat Date : 06/04/2015 |