Ergon Power Corporation Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31s1 March, 2015.

(1) FINANCIAL RESULTS:

(Rs. In lakhs)

SI. Particulars 2014-15 2013-14 No.

01. Gross Income 0.00 0.00

02. Profit /(loss) before Interest and Depreciation (2.61) (2.40)

03. Finance Charges 0 0

04. Gross Profit (2.61) (2.40)

05. Provision for Depreciation 0 0

06. Net Profit/(loss) before tax (2.61) (2.40)

07. Provision for tax 0 0

08. Net profit/(loss) after tax (2.61) (2.40)

(2) State of Company's Affairs :

During the year under review, the Company has not carried out any manufacturing activity thereby the Gross Income was nil the net loss incurred during the year is Rs.2.61 lacs as compared to Rs.2.40 lacs incurred during the previous year. The company has accumulated losses as on 31.03.2015 of Rs.1033.05 lacs and had incurred cash losses of Rs.2.61 lacs during the financial year ended on that date.

(3) DIRECTORS:

Details of directors as per Section 152 read with section 149 of the Companies Act, 2013 and particulars of key managerial personnel as per Section 203 of the Act read with Clause49 of the Listing Agreement, the Board is duly constituted and balanced as required under the Companies Act, 2013 and the Listing Agreement. During the year under review, Sri. P.L.Varadarajan, director of the company will retire by rotation and being eligible, offers himself for reappoint at the ensuing annual general meeting. Smt. 0. Parvathi Reddy appointed as additional director.

(4) DIRECTORS* RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013, the Directors confirm that:

(A) In the preparation of annual accounts, the applicable accounting standards had been followed and there are no material departures from the same.

(B) The Directors 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 the profit and loss of the company for that period.

(C) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(D) Annual accounts were prepared on a going concern basis., and

(E) 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) The proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(8) AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the Companies Act, 2013, the company board constituted the audit committee with the following directors:

(i) Sri.P.L.Varadarajan, Independent Director as Chairman

(ii) Sri. N. Venkanna Naidu, Independent Director

(iii) Smt. 0. Parvathi Reddy, Non- Executive Director

(9) AUDITORS:

(a) Statutory Auditors: At the Annual General Meeting held on 30th September, 2014, M/s Ramana Reddy & Associates., Chartered Accountants were appointed as statutory auditors of the company to hold office till the conclusion of the ensuing Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, M/s Ramana Reddy & Associates., Chartered Accountants as statutory auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

(b) Secretarial Auditor: K. Swamy & Co., Company Secretaries are the Secretarial Auditors appointed by the board of directors of the company for the year 2014-15 and the Report is attached to this Directors' Report.

(10) AUDITORS' OBSERVATIONS:

The Observations made by the Secretarial Auditor and the explanation thereto are furnished as under:

Explanation to the observation made under para (4)® of the report: The company is not in operation for the last several years and the shares of the company are suspended on the stock exchange. The company is used to file annual reports with the stock exchanges. The unaudited financial results could not be made as the company has not been carrying out any manufacturing activity for the last several years. The company used to file the reports about the book closure date for the purpose of annual general meeting.

Explanation to the observation made under para (4)(d): The company had taken note of the returns to be filed and accordingly, the returns will be filed with the Registrar of Companies.

Explanation to the observation made under para (4)(e): The company has been undergoing severe financial crisis and could not settle the dues to Registrars and Transfer Agents and the promoter director committed to settle the dues at the earliest to smoothen the process of share registry.

Explanation to the observation made under para (4)(f): The company is a defunct one for the last several years and there is no manufacturing or any other activity carried out by the company and the income is zero for the last several years and the company would comply with the requirement of Key Managerial Personnel immediately after the commencement of any activity generating some income.

Explanation to the observation made under para (4)(g): The company proposed to undertake a new business and for the purpose of meeting the requirements of the new project, the company raised share application money on preferential issue basis and could not allot the shares as the applicants sought transfer of equivalent amount of shares from the promoter quota and accordingly the promoter group transferred their shares to the applicants. As a result, the application money received is kept pending for allotment of shares to the promoter group which is being done and this amount needs no transfer to the Investor Education Fund.

Explanation to the observation made under para (4)(h): The directors hau raised the unsecured loan mainly for the purpose of meeting the requirement of expenses to be incurred to maintain the office and to administer as there is no other income from operations for several years. The amount raised from other persons other than the directors is negligible and the amount is being paid" off by the company promoter director.

(11) VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with clause. 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The company has not denied access to any personnel to approach the management on any issue.

(12) LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 given by the company during the year under review.

(13) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 134(3)(h) read with Rule8(2) of the Companies (Accounts) Rulos, 2014, there were no materially significant related party transactions with tfte Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

(14) REMUNERATION OF DIRECTORS AND EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managing Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Director is not given as there was no remuneration to directors paid during the year under report.

Particulars of employees as per the Rule-5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable as there is no employee who was in receipt of remuneration in excess of the limits specified.

(15) CONSERVATIN OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not required to be given as the company had not carried out any manufacturing activities during the year under report.

(16) RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is set out in the Management Discussion and Analysis which forms part of this report.

(17) BOARD EVALUATION:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

(18) EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith to this report.

(19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause-49 of the Listing Agreement a statement on the Management Discussion and Analysis Report £ attached to this Report.

(20) CORPORATE GOVERNANCE REPORT :

Pursuant to the claused-49 of the Listing Agreement the company complied with the guidelines and a statement on the corporate governance report for the year 2014-15 is attached to this report

21) GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as they are not apprised there were no transactions on these items during the year under review: -

1. Details relating to deposits covered under chapter 5 of the Act.

2. No significant or material orders were passed by the Regulators or courts or tribunal which impact on going concern status and the company's operations in future.

3. No cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

4. No Dividend was recommended by the Board.

5. Issue of Equity shares with differential rights as to Dividend, voting or otherwise.

6. Issue of shares to Employees of the Company under any revenue.

7. Corporate Social Responsibility policy.

ACKNOWLEDGEMENT:

Your Directors have pleasure in recording their appreciation for the valuable assistance extended to the company by Andhra Bank and other Government authorities and business associates.

Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by all the executives, staff and workers of the Company. .

By order of the Board For Ergon Paower Corporation Ltd. Sd /- Sd/- P.L.VARADARAJAN O.KRISHANA REDDY Chairman Managing Director

Place:Secunderabad Date: 31.08.2015

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Mar 31, 2014

Dear Members,

The Directors present the 26th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs. In lacs)

PARTICULARS 2013-2014 2012-2013

Sales & Other Income 0 0

Profit /(loss) before Depreciation and Interest (2.40) (3.26)

Interest 0 0

Depreciation 0 0

Net Loss for the year 2.40 3.26

2. DIVIDEND:

Your Directors do not recommend any dividend because of losses incurred during the year under review.

3. REVIEW OF OPERATIONS DURING THE YEAR:

During the year under review, the company has not carried out any manufacturing activity thereby the sales turnover was nil and the net loss incurred during the year is Rs. 2.40 lacs as compared to Rs. 3.26 lacs incurred during the previous year. The Company has accumulated losses as on 31-03-2014 of Rs 1030.44 lacs and had incurred cash losses of Rs. 2.40 lacs during the financial year ended on that date.

4. DIRECTORS:

The Board of Directors was duly constituted and the composition of the Board of Directors was in accordance with the requirements of Clause-49 of the Listing Agree- ment and the applicable provisions of the Companies Act, 1956.

Sri N. Venkanna Naidu, Director of the company will retire at the ensuing annual general meeting and being eligible, offered himself for reappointment.

5. DEPOSITS:

The Company had not accepted any deposits from the public during the year under review.

6. AUDITORS:

The present Statutory Auditors of the Company viz., M/s. Ramana Reddy & Associ- ates (Formerly M/s A.M. Reddy &co.,) Chartered Accountants, will retire at the con- clusion of this Annual General Meeting and they are eligible for reappointment. The Board recommended for their appointment for a block of three years commencing from the current year.

7. PARTICULARS OF EMPLOYEES:

The Particulars required under Section 217(2A) of the Companies Act, 1956 read with the provisions contained in Companies (Particulars of Employees) Rules, 1975 as amended to date were not applicable to your Company as none of the employ- ees was in receipts of remuneration which in aggregate was Rs.60,00,000/- or more per year nor was in receipt of remuneration for any part of the year of Rs. 5,00,000/ -or more per month .

8. DISCLOSURE AS PER LISTING AGREEMENT:

CLAUSE 32:

The Cash Flow Statement in accordance with Accounting Standard on Cash Flow Statement (AS-3) issued by ICAI is append to this Annual Report.

CLAUSE 43A:

The Company shares are listed on The Hyderabad Stock Exchange Limited ,3-6- 275 .Himayat Nagar, Hyderabad ; Bombay Stock Exchange, Mumbai, P.J. Towers , Dalai Street, Fort, Mumbai and The Stock Exchange Ahmedabad , Kamdhenu Complex , Opp. Sahajanand College , Panjarapole , Ahmedabad ; The New Delhi Stock Exchange Limited , 3 & 4B, Asifali, New Delhi: The Kolkata Stock Exchange , 7, Lyons Range, Kolkata. It is further informed that the annual listing fee to all Stock Exchanges for the year 2013-14 is yet to be paid.

CORPORATE GOVERNANCE:

A Report on Corporate Governance is given as annexure to this Annual Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

As per the provisions of section 217(2AA) of the Companies Act, 1956, Directors states:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. 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 and of the profit and loss of the company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregu- larities.

iv. The Directors have prepared the accounts on a going concern basis.

10. INDUSTRIAL RELATIONS:

The Company has had harmonious industrial relations throughout the year under review at all levels of organization. The Company would endeavor hard to maintain this cordial relationship in future also.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EX- CHANGE EARNINGS AND OUTGO:

Information pursuant to 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 regarding conservation of energy, technology absorption was not given since there were no production operations , foreign exchange earnings and outgo during the year under review.

12. ACKNOWLDGEMENT:

The Directors have pleasure in recording their appreciation for the valuable assis- tance extended to the Company by the State Bank of India, Secunderabad Branch and other Government authorities and business associates.

Your Directors also place on record their deep sense of appreciation for the dedi- cated services rendered by all the executives, staff and workers of the Company.

For and on behalf of the Board Sd/- P. L. Yaradarajan Chairman Sd/- O. Krishna Reddy Managing Director Place: Secunderabad, Date: 18-08-2014.

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Mar 31, 2010

The Directors present the 22nd Annual Report of the Company together with the Audited Accounts for the year ended 31 "March, 2010.

I.FINANCIAL RESULTS:

(Rs. in lacs) PARTICULARS 2009-2010 2008-2009

Sales & Other Income 0 0

Profit/(loss)

before Depreciation & interest (3.07) (2.78)

Interest 0 0

Depreciation 0 0

Net Loss for the year (3.07) (2.78)



2. DIVIDEND:

Your Directors do not recommend any dividend because of losses incurred during the year under review.

3. REVIEW OF OPERATIONS DURING THE YEAR:

During the year under review, the company has not carried out any manufacturing activity thereby the sale turnover was nil and the net loss of was incurred during the year is Rs.3.07 lacs as compared to Rs.279 lacs incurred during the previous year. The Company has accumulated losses as on 31-03- 2010 of Rs. 1018.99 lakhs and had incurred cash losses of Rs.3.07 lacs during the financial year ended on that date.

3. (A) FUTURE PUNS:

The company has changed its present name to M/s Ergon Power Corporation Limited and it is yet to obtain a fresh certificate of incorporation consequent to the change of name from the RoC-Hyderabad. The company also changed its presents main objects to carry on power generation and distribution and accordingly obtained a Certificate of Registration of the Special Resolution confirming Alteration of Objects Clause from the RoC-Hyderabad. The company proposes to restructure its capital subject to approval of Honble A.P. High Court so than it can canyon the proposed new business.

4. DIRECTORS:

The Board of Directors were duly constituted and the composition of the Board of Directors was in accordance with the requirements of Clause-49 of the Listing Agreement and the applicable provisions of the Companies Act, 1956.

Sri 0. Penchal Reddy, Director of the company will retire at the ensuring annual general meeting and being eligible, offered himself for reappointment.

5. DEPOSITS:

The Company had not accepted any deposits from the public during the year under review.

6. AUDITORS:

The present Statutory Auditors of the Company v i z., M/s . Ramana Reddy & Associates (Formerly M/s. A.M. Reddy & Co.,) Chartered Accountants, will retire at the conclusion of this Annual General Meeting and they are eligible for reappointment

7. PARTICULARS OF EMPLOYEES:

The Particulars required under Section 217(2A)oftheCompaniesAct, 1956 read with the provisions contained in Companies (Particulars of Employees) Rules, 1975 as amended to date were not applicable to your Company as none of the employees was in receipts of remuneration which in aggregate was Rs.24,00,000/- or more per year nor was in receipt of remuneration for any part of the year of Rs. 2,00,0007-or more per month.

8. DISCLOSURE AS PER LISTING AGREEMENT: Clause 32:

The Cash Flow Statement in accordance with Accounting Standard on Cash Flow Statement (AS-3) issued by ICAI is append to this Annual Report Clause 43A:

The Company shares are listed on The Hyderabad Stock Exchange Limited, 3-6-275, Himayat Nagar, Hyderabad; Bombay Stock Exchange, Mumbai, P.J. Towers, Dalai Street, Fort, Mumbai and The Stock Exchange Ahmedabad , Kamdhenu Complex, Opp. Sahajanand College, Panjarapole, Ahmedabad; The New Delhi Stock Exchange Limited, 3 & 4B, Asifali, New Delhi: The Kolkata Stock Exchange, 7, Lyons Range, Kolkata. It is further informed that the annual listing fees to all Stock Exchange for the year 2010-11 isyettobepaid.

CORPORATE GOVERNANCE :

AReport on Corporate Governance is given as annexure to this Annual Report.

9. DIRECTORSRESPONSIBILITY STATEMENT :

As per the provisions of section 217(2AA) of the Companies Act, 1956, Directors states:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. 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 and of the profit and loss of the company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the accounts on a going concern basis.



10. INDUSTRIAL RELATIONS:

The Company has had harmonious industrial relations throughout the year under review at all levels of organization. The Company would endeavor hard to maintain this cordial relationship in future also.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to 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 regarding conservation of energy, technology absorption was not given since there were no production operations, foreign exchange earnings and outgo during the year under review.

12. ACKNOWLDGEMENT:

The Directors have pleasure in recording their appreciation for the valuable assistance extended to the Company by the State Bank of India, Secunderabad Branch and other Government authorities and business associates.

Your directors also place on record their deep sense of appreciation for the dedicated services rendered by all the executives, staff and workers of the Company.

For and on behalf of the Board

Sd/-

P. L. VARADARAJAN

CHAIRMAN

Sd/-

Place: Secunderabad, O. KRISHNA REDDY

Date : 31-08-2010. Managing Director