SRM Energy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors submit the 38th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. Financial Summary/highlights on the Performance of the Company (Standalone & Consolidated)

Summary of the Financial Statements of the Company for the year under review is as under:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	-	-	-	-
Other Income	-	0.02	0.16	2.70
Total Income	-	0.02	0.16	2.70
Employee Benefit Expenses	26.37	24.79	26.37	29.31
Interest and Finance Charges	0.01	0.00	0.01	0.00
Depreciation and Amortizations			0.05	0.43
Other Expenses	11.20	13.84	12.26	50.32
Total Expenses	37.58	38.63	38.70	80.06
Profit/(Loss) before Tax	(37.58)	(38.61)	(38.54)	(77.36)
Tax Expense	-	-	-	1.16
Profit/(Loss) for the year	(37.58)	(38.61)	(38.54)	(78.52)
Other Comprehensive Income/(Loss)	(0.66)	(0.51)	(0.66)	(0.51)
Total Comprehensive Income/(Loss)	(38.24)	(39.12)	(39.20)	(79.03)

2. Dividend

In view of accumulated losses during the financial year 202425, the Board of Directors of the Company has not recommended any dividend on the equity shares of the Company.

3. Reserves

There is no surplus available to be carried forward to reserves. However, the negative balance in the Profit and Loss account has been duly accounted for.

4. Results of Business Operations and the State of Company''s Affairs

Your company has not conducted any effective business operations during the year under review. Since the company''s overall financial situation was unfavorable, any potential business opportunities could not be found. The company''s negative net worth increased from Rs. (371.99) Lakhs to Rs. (410.23) Lakhs due to the fact that it did not conduct any business operations during the reporting year and no revenue was generated. Also, the accumulated losses of the Company have been increased to Rs. (1,316.23) Lakhs. As already reported for many years the project in the subsidiary could not took off and has been in the abandoned stage. In this situation the management of your Company is focused to find a suitable business opportunity or investment and to ensure that all the respective and applicable laws are being complied and keep its status as going concern.

The Company is dependent on its holding company for its day-to-day expenses on account of operational, administrative and statutory compliances.

Material Events during the year under review and till

the date of signing of this report.

a) During the year of reporting, M/s. SRM Energy Tamilnadu Private Limited (the Wholly-owned Subsidiary of the Company) had made an application before Hon''ble National Company Law Tribunal ("NCLT"), New Delhi Bench, under Section 10 of Insolvency and Bankruptcy Code, 2016 for initiation of its Corporate Insolvency Resolution process on account of not being able to make payment of Rs. 43.26 crores outstanding against one of the persons belonging to the Promoter group as the said amount is being demanded by SEBI as garnishee.

Hon''ble NCLT had dismissed the application vide its order dated August 06, 2024, on the ground of maintainability, which the WOS had challenged before Hon''ble National Company Law Appellate Tribunal ("NCLAT"). Hon''ble NCLAT vide its order dated April 28, 2025 remanded back the matter/application to the Hon''ble NCLT to hear it afresh. The matter is now pending before the Hon''ble NCLT, New Delhi Bench. Any further material updates on the matter will be updated to the public at large in due course of time.

b) Your Company has decided to Sale or Dispose of its investments in the Wholly owned subsidiary by way of transfer of Investment (Equity Shares) in M/s. SRM Energy Tamilnadu Private Limited (the Wholly-owned Subsidiary) to M/s. Spice Energy Private Limited (the Holding and Promoter Company), and in this regard it has conducted the postal ballot process to accord your approval. In regard to the aforesaid process, the holding Company had shown its intention to acquire the entire investment of the Company in its Wholly-Owned Subsidiary at a lump sum consideration of Rs. 1.00 Lakh.

The said postal ballot process is completed on August 22, 2025 and the said investments in the WOS shall stand transferred to the Holding Company.

5. Change in Nature of Business

The nature of Business of the Company is Generation of power and there has been no change in same during the year under review.

6. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial statements relates and the date of the report

Apart from disclosed elsewhere in this report, there are no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and the date of the report.

7. Financial Statements

The Audited Financial Statements of the Company drawn up both on a standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (”Ind AS”) notified under Section 133 of the Act, read with relevant rules and other accounting principles. As the Company had a Wholly-Owned Subsidiary as on March 31, 2025, the Consolidated Financial Statements of the Company have also been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from the subsidiary company, as approved by their Board of Directors.

The Board has reviewed the affairs of the Subsidiary Company during the Financial Year. The audited Standalone and Consolidated Financial Statements for the F.Y. 2024-25 are provided in this Annual Report.

8. Internal Financial Controls

Your Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls which commensurate with the size, scale and complexity of its business operations.

Despite having no effective business operations in the Company, the Company remains committed to maintain a sound internal control environment and ensuring compliance with all applicable laws and regulations. The Audit Committee reviews at regular intervals the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Company''s Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Saini Pati Shah & Co, LLP, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013, is forming part as Annexure B of the Auditor''s Report for the F.Y. 2024-25.

9. Annual Return and Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as per MCA notification dated 25th August, 2020 is available on the website of the Company and the same can be obtained with the below link:

http://www.srmenergy.in/Home/AnnualReturns.

10. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2025, your Company had one Wholly Owned Subsidiary Company (WOS) viz. SRM Energy Tamilnadu Private Limited. As disclosed under Point 4(b) of this report, the said company has ceased to be the WOS of the Company pursuant to the approval of the shareholders of the Company received through postal ballot process concluded on August 22, 2025.

Apart from above, the Company has no Subsidiary, Joint Venture and Associate Company as on March 31, 2025 and thereafter, till the signing of this Report.

Material Subsidiary

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulation 24, i.e., with respect to the Subsidiary of the listed entity, does not apply to the Company during the period under review, on account of exemption granted under this Regulation, however, your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s Website, which can be viewed with the below link:

http://www.srmenergv.in/Data/Documents/SRM%20Energy%20-

%20QD%20-%20Policv%20for%20Determining%20Material%

20Subsidiary.pdf

Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements.

The Board has reviewed the affairs of the Company''s Subsidiary i.e. M/s. SRM Energy Tamilnadu Private Limited at regular intervals regular intervals during the reporting financial year. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of Subsidiary which form part of the Annual Report. A separate statement containing the salient features of the Financial Statements of the Company''s subsidiary, in the prescribed Form AOC-1 is annexed hereto as Annexure-1. This statement also provides details of the performance and financial position of the Subsidiary of the Company. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Company''s website at http:// www.srmenergy.in/Home/AnnualReports

The Board has also explained about the material developments with the Subsidiary Company above at Point No. 4.

11. Deposits

During the Financial Year 2024-25, no deposit from the public was accepted/renewed nor there are any outstanding deposit during the said financial year. However, the Company has duly complied with the requirements of filing of return to ROC in the form DPT-3 w.r.t. the amount which are the exempted deposits in terms of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

12. Statutory Auditor & Auditor''s Report Statutory Auditor

At the Annual General Meeting held on 30th September, 2020, M/s Saini Pati Shah & Co. LLP, Chartered Accountants (FRN: 137904W/W100622) was appointed as Statutory Auditor of the Company for a period of consecutive 5 years to hold office till the conclusion of the ensuing Annual General Meeting of the Company.

The tenure of M/s. Saini Pati Shah & Co. LLP is set to expire at the ensuing Annual General Meeting, accordingly, in view of the requirement of rotation of the Statutory Auditors in accordance with section 139 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. Rajat Associates, Chartered Accountants (FRN: 001885C & Peer Review Certificate No. 15943) as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years (2025-26 to 2029-30), commencing from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of the ensuing 43rd Annual General Meeting of the Company to be held in the calendar year 2030, to examine and audit the accounts of the Company. M/s. Rajat Associates, Chartered Accountants, has submitted a certificate, as required under section 139(1) of the Act confirming that they meet the criteria provided in section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM.

A resolution seeking their appointment forms part of the Notice convening the 38th AGM and is recommended for consideration and approval of the Members of the Company.

Auditor''s Report

The Report given by the Auditor (M/s Saini Pati Shah & Co, LLP) on the financial statements of the Company is part of this Report. The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act.

Further, basis the confirmations reported by the Auditor to the Board, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company by the Statutory Auditor during the Financial Year 2024-25, however Auditors have expressed their qualified opinions in their report which are as below:

a) Qualified Opinions expressed in Auditors'' Report on Standalone Financial Statements of the Company

i) We draw attention to Note 2.3 included in notes to the standalone financial statements which describes that the Company has no business operations and is continuously incurring cash losses. The Company has accumulated losses and its net worth has been fully eroded. Further, its current liabilities exceeded its current assets as at the balance sheet date. In the absence of any supportive audit evidence, there is material uncertainty of the Company''s continuity as going concern and its ability to meet its financial and operational obligations as and when they fall due.

ii) We draw attention to Note 4(ii) included in notes to the standalone financial statements which describes that the Company has equity investment in wholly

owned subsidiary company amounting to Rs 132.00 lakhs. As the subsidiary has no business operations and is continuously incurring cash losses, has accumulated losses and its net worth has been fully eroded, its current liabilities exceeded its current assets as at the balance sheet date, the entire investment should be provided for impairment. However, the management believes that the investment in subsidiary is good for recovery. In the absence of any supportive audit evidence, we are unable to comment on the recoverability of this investment. Had the Company made the provision, the loss for the year would have been higher by Rs 132.00 lakhs and the investment as at that date would have been lower by Rs 132.00 lakhs.

b) Qualified Opinions expressed in Auditors'' Report

on Consolidated Financial Statements of the

Company.

i) We draw attention to Note 2.4 included in notes to the consolidated financial statements which describes that the Group has no business operations and is continuously incurring cash losses. The Group has accumulated losses and its net worth has been fully eroded. Further, its current liabilities exceeded its current assets as at the balance sheet date. In the absence of any supportive audit evidence, there is material uncertainty of the Group''s continuity as going concern and its ability to meet its financial and operational obligations as and when they fall due.

ii) We draw attention to Note 15(ii) included in notes to the consolidated financial statements which describes that the SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, during the previous year has received an Attachment Order from Securities and Exchange Board of India (SEBI) attaching and directing to remit the loan amount ofRs 4,326.56 lakhs given to SETPL by Mr. Gagan Rastogi to SEBI. SETPL expressed its inability to remit the amount demanded to SEBI Recovery Officer quoting adverse financial position of the Group. In the absence of any appropriate audit evidence including third party confirmation and in lieu of the aforesaid ongoing recovery proceedings and communications between SETPL and SEBI, we are unable to comment on the consequential impact(s), if any, on these consolidated financial statements.

iii) We draw attention to Note 11(i) included in notes to the consolidated financial statements which describes that SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, in financial year 2022-23 sold balance portion of land for a sale consideration of Rs. 14.86 lakhs incurring loss ofRs 10.16 lakhs. In the absence of sale agreement pertaining to the transfer of title and any other appropriate audit evidence, we are unable to comment on the sale proceeds and resultant loss and additional financial implications, if any, on these consolidated financial statements.

iv) We draw attention to Note 6 included in notes to the consolidated financial statements which describes that SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary, in the previous year has made provision for doubtful capital advance of Rs. 60.10 lakhs recoverable from a supplier. In the absence of any appropriate audit evidence including any legal proceedings initiated by the Group against the supplier, we are unable to comment on the appropriateness of the provision and additional financial implications, if any, on these consolidated financial statements.

In terms of Section 134(3)(f), the para wise explanations or comments by the Board of Directors of the Company on each Qualified opinions of the Auditors are as follows:

a) Explanation of the Board of Directors on the qualified opinions expressed in Auditors’ Report on Standalone Financial Statements of the Company:

i) The Company has prepared its financial statements on a going concern basis, based on the possible financial support as expected from the parent company until some business projects are introduced

ii) The Management of the WOS had decided to approach to the NCLT u/s 10 of the IBC and the matter is still on going. Accordingly, the management is hopeful that it shall receive resolution for this Company and hence, it is believed that the said investment in the WOS has not lost its value.

b) Explanation of the Board of Directors on the qualified opinions expressed in Auditors’ Report on Consolidated Financial Statements of the Company:

i) The Company has prepared its financial statements on a going concern basis, based on the possible financial support as expected from the parent company until some business projects are introduced.

ii) The matter is under observation of the Management and is aware of the facts. However, till the date of preparation of this statement on impact of audit qualification, no further communication has been received from SEBI.

iii) Lands sold off by WOS (in the previous year) were in piecemeal, not cordoned and scattered under remote villages falling under various Sub-Registrars. Regional language, remoteness adds woes to the management in selling such piecemeal lands and is entirely dependent upon local representatives for the successful land deals. Management has already provided most of the sale deeds of land. However, few of land sale agreements could not be arranged due to the logistical issues. As to arrange the same an additional expenses has to be incurred to travel to the village registrar offices in Tamil Nadu. Though WOS is still trying to arrange the same. Moreover, the sale proceeds have been received through the banking channels, which is an evidence to such land sale and should satisfy the audit requirements. The management is making required efforts to arrange the rest of the deeds.

iv) As per the last communication held with the management of the WOS on this matter, no further development is reported, as they could not trace the supplier. Emails and letters sent to them have returned undelivered.

13. Internal Auditor & their Report

The Company has engaged M/s. A S N & Company, Chartered Accountants (FRN: 022977N), as the Internal Auditors of the Company for the Financial Year 202425 and their reports are reviewed by the audit committee from time to time. The internal audit assists the Company to review the operational efficiency and the internal controls.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has reappointed M/s. A S N & Company, Chartered Accountants (FRN: 022977N), as the Internal Auditors of the Company for the financial year 2025-26.

14. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2025, in prescribed form, duly audited by M/s. S. K. Nirankar & Associates, Practicing Company Secretaries is annexed as Annexure-2 herewith and forming part of the report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its report.

Further, as per the amended provisions of regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity shall:

1) Appoint either an individual for not more than one term of five consecutive years or a secretarial audit firm for not more than two terms of five consecutive years as the Secretarial Auditor based on the recommendation of its Board and subject to the approval of its members in annual general meeting.

2) Submit a Secretarial Compliance Report in such form as specified, to stock exchanges, within sixty days from end of each financial year.

However, the Company is exempted from complying with the requirements of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to the exemptions available in sub-regulation (2) of Regulation 15 of the aforesaid Listing Regulations. Accordingly, the Company has considered to re-appoint M/s. S.K. Nirankar & Associates as the Secretarial Auditors of the Company for one financial year i.e., for the Financial Year 2025-26, in terms of the Companies Act, 2013 read with rules thereunder. Also, adhering to the aforesaid exemptions, Secretarial compliance report is not submitted.

15. Disclosure about Cost Audit

The provisions of maintenance of cost audit records and filings are not applicable to the Company.

16. Share Capital

During the year under review, the Company has not issued / offered any equity shares, sweat equity shares, shares under the Employee Stock Option Scheme, debentures, bonds or any other kind of securities and has neither bought back any of its securities.

Hence, during the Financial Year 2024-25 no changes took place in the capital structure of the Company. Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2025 is Rs. 11,30,00,000/- (Rupees Eleven Crore Thirty Lakhs) divided into 1,13,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

Issued & Subscribed Share Capital:

The Issued, Subscribed and Paid-up Capital of the Company as at March 31, 2025 is Rs. 9,06,00,000/-(Rupees Nine Crore Six Lakhs) divided into 90,60,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

17.	Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo. Members are requested to consider the details as mentioned herein below:
	(A)	CONSERVATION OF ENERGY
		The steps taken or impact on conservation of energy			NA
		The steps taken by the company for utilizing alternate sources of Energy			NA
		The capital investment on energy conservation equipments			NA
	(B)	TECHNOLOGY ABSORPTION
		The efforts made towards technology absorption			NA
		The benefits derived like product improvement, cost reduction, product development or import substitution			NA
		In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)			NA
		The expenditure incurred on research and development			NA
	(C)	Foreign Exchange Earnings and Outgo			NA
18. 19.	Details of policy developed and implemented by the Company on its Corporate Social Responsibility ("CSR") initiatives. The provisions for CSR under the Companies Act, 2013, are not applicable to the Company for the year of reporting. Directors and Key Managerial Personnel. The Company''s policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. There s a change in the Board of Directors / Key Managerial Personne of the Company which are detailed below:
	S. N.	Name of Director/KMP	Designation	Change During the year
	1.	Mr. Sharad Rastogi	Whole-time Director
	2.	Mr. Vijay Kumar Sharma	Non-Executive and Non-Independent Director
	3.	Mrs. Tanu Agarwal	Non-Executive and Independent Director	Regularized by the shareholders of the Company w.e.f. 26.09.2024
	4.	Mr. Parshant Chohan	Non-Executive and Independent Director
	5.	Mr. Raman Kumar Mallick	Chief Financial Officer
	6	Mr. Pankaj Gupta	Company Secretary and Compliance Officer

Changes in Directors and Key Managerial Personnel (KMP):

a) Changes in Directors:

Mrs. Tanu Agarwal, who was appointed as Additional Director (in the capacity of Non-Executive and Independent Director) by the Board of Directors of the Company w.e.f. March 28, 2024 was regularized by the shareholders at the 37th AGM of the Company for a period of 5 years commencing from March 28, 2024 to March 27, 2029.

Apart from above there was no change in the Board of Directors of the Company.

b) Change in KMP: During the year under review and thereafter till the signing of this report, there has been no change in the KMPs of the Company.

Recommendation to the shareholders for appointment of Directors

In terms of Section 152(6) and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Vijay Kumar Sharma (DIN: 03272034), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment, a brief resume and other details of Mr. Vijay Kumar Sharma, who is proposed to be re-appointed as Director of your Company has been included in the Notice of the ensuing Annual General Meeting.

Declaration of Independent Directors and Familiarization Program

The Company has received necessary declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have registered their names in the Independent Director''s Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization program in which various amendments in the Companies Act, 2013 and Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are discussed.

The details of the familiarization program imparted to Independent Directors are available on the website of the Company and can be viewed on the following link: http://www.srmenergy.in/Home/Policies.

Formal Annual Evaluation

A formal evaluation of the performance of the Board, its committees and the individual directors was carried out for the year 2024-25. The evaluation was done using individual questionnaires covering the vision, strategy & role clarity of the Board and other material and Important aspects.

As part of the evaluation process, the Performance evaluation of all the Directors has been done by all the other Directors (except himself & herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

Number of meetings of the Board of Directors

Your Board meets at regular intervals to discuss and decide on various financial matters, legal and compliance matters, and other businesses. During the year under review, 4 (Four) Board Meetings were convened and held and the interim gap between the meetings was as per the period prescribed under the Companies Act, 2013.

	S.N.	Date of Board Meeting	Board Strength		No of Directors Present
	1	May 28, 2024	4		3
	2	August 13, 2024	4		3
	3	November 13, 2024	4		4
	4	January 14, 2025	4		4
20. Audit Committee The primary objective of the audit committee is to ensure and monitor the financial affairs of the Company, its reporting etc. It is also entrusted to ensure the effective control relating to financial transactions and accounting activities of the Company. The Committee further acts as a link among the Management, the Statutory Auditors, the Internal Auditors and the Board of Directors to oversee the financial affairs and the reporting process. The members of the Committee are with requisite knowledge in financial, accounting and business matters. Minutes of the audit committee meetings are circulated to the Committee and Board members. The constitution of the audit committee is in conformity with the Companies Act, 2013 and the Listing Regulations. The recommendations made by the Audit Committee during the year were accepted by the Board. The Audit Committee meets regularly. The Chief Financial Officer, Statutory Auditors and Internal Auditors are invitees to the meetings of the Audit Committee. The Company Secretary acts as the secretary to the Audit Committee. Composition of Audit Committee during the financial year 2024-25 is as follows:
	S.No.	Name of Member		Designation
	1.	Mrs. Tanu Agarwsal		Chairperson
	2.	Mr. Vijay Kumar Sharma		Member
	3.	Mr. Parshant Chohan		Member
Meetings of the Audit Committee and attendance thereat. During the Financial Year 2024-25, the Audit Committee met 4 (Four) times, on the following dates:
	S. N.	Date of Audit Committee Meeting	Total No. of members entitled to attend the Meeting		No. of members attended the Meeting
	1.	May 28, 2024	3		2
	2.	August 13, 2024	3		2
	3.	November 13, 2024	3		2
	4.	January 14, 2025	3		3
Details of the Establishment of Vigil Mechanism for Directors and Employees In order to ensure that the activities of the Company are conducted in a fair and transparent manner by adoption of the highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. There is direct access to the Chairperson of the Audit Committee to raise any concern or complaints in this regards. The said policy is available on the Company''s website and can be viewed with the link below: http://www.srmenergy.in/Data/Documents/SRM%20Energy% 20-%20OD%20-%20Whistle%20Blower.pdf

21.	Nomination and Remuneration Committee Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and applicable listing regulations your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The Company has in place a policy formulated by the Board of Directors of the Company relating to the remuneration for the Directors, Key Managerial Personnel, Senior management and other employees and also the criteria for determining the qualification, positive attributes and independence of Directors. Such Policy is annexed in this report as Annexure-3. The Committee functions as per the policy and also monitors the remunerations of the KMPs along with the requisite qualifications w.r.t their appointments. Composition of Nomination and Remuneration Committee during the financial year 2024-25 is as follows:
	S.No	Name of Member		Designation
	1.	Mrs. Tanu Agarwal		Chairperson
	2.	Mr. Vijay Kumar Sharma		Member
	3.	Mr. Parshant Chohan		Member
	Meetings of the Nomination and Remuneration Committee and attendance thereat During the Financial Year 2024-25, the Nomination and Remuneration Committee met 2 (two) times, on the following dates:
	S.No.	Date of Nomination and Remuneration Committee Meeting	Total No. of Members entitled to attend the Meeting			No. of Members attended the Meeting
	1	May 28, 2024	3			2
	2	August 13, 2024	3			3
22.	Stakeholders Relationship Committee The composition of the Stakeholders Relationship Committee s in compliance with the provisions of Section 178 of the Companies Act, 2013 and applicable listing regulations. The Prime responsibility of the Stakeholders Relationship Committee is to ensure that the proper liasoning is established with the shareholders of the Company and the grievances of security holders are resolved efficiently and effectively i.e. within the given time period and in a compliant manner. Composition of Stakeholders Relationship Committee
	S.N.	Name of Member			Designation
	1	Mr. Vijay Kumar Sharma			Chairman
	2	Mr. Sharad Rastogi			Member
	3	Mr. Prashant Chohan			Member
	Meetings of the Stakeholders Relationship Committee and attendance thereat. During the Financial Year 2024-25, the Stakeholders Relationship Committee met on May 28, 2024 in which 2 (two) out of 3 (three) members of the Stakeholders Relationship Committee were present.

23. Particulars of loans given, investments made, guarantees given and securities provided.

The Company has neither granted any Loans, extended any Guarantees or provided any Securities nor made any Investments during the Financial Year 2024-25, pursuant to the provisions of Companies Act, 2013.

24. Particulars of contracts or arrangements made with related parties.

During the Financial Year 2024-25, your Company has not made any new contracts with related parties pursuant to Section 188 of the Companies Act, 2013. Like previous years there were instances of transactions with related party as detailed below:

As informed earlier, M/s Spice Energy Private Limited (the holding Company) a related party as per Section 2(76) of the Companies Act, 2013, has provided unsecured loans to our Company to fulfill the Company''s requirements related to legal expenses and necessary statutory compliances. However, during the year under review, the Company has not obtained any loans from the Wholly-Owned Subsidiary of the Company.

Such loan transactions do not fall under the criteria of Section 188 of the Companies Act, 2013. All these transactions are material related party transactions in terms of Reg 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, however, the compliances under this regulation are not applicable to the Company as per exemption given under Regulation 15(2) of the said regulations.

The Company has taken omnibus approval from the audit committee for above mentioned transactions as per provisions of Section 177 of the Companies Act, 2013.

25. Managerial Remuneration

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

a) The Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the year 2024-25:

- None of the Directors of the Company has drawn any remuneration in any form during the Financial Year 202425, hence no such ratio could be calculated.

b) The percentage increase in remuneration of each Director, CFO, CEO, CS or Manager in the Financial Year:

- None of the Directors of the Company has drawn any remuneration in any manner whatsoever from the Company during the year and hence there was no event of increase in the remuneration of any of the Directors during the Financial Year 2024-25.

- Increase in the remuneration of the Chief Financial Officer and Company Secretary of the Company had taken place during the year of reporting as compared to the previous year. The percentage increase in the remuneration was as follow:

Name		Raman Kumar Mallick	Pankaj Gupta
Designation		C.F.O.	Company Secretary
Percentage Ch	ange	7.49%	13.72%

c) The percentage increase in the median remuneration of employees in the Financial Year

- There were no employees on the payroll of the Company other than CFO and CS of the Company. The percentage increase in the median remuneration of the employees of the Company is 8.78%.

d) The number of permanent employees on the roll of the Company:

- During the year 2024-25, two employees were on the payroll of the Company which are the Company Secretary and the Chief Financial Officer.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- As explained above, there is no employee on the roll of the Company other than the managerial personnel (CS and CFO). Hence, no such comparison can be drawn.

f) The Remuneration is as per the remuneration policy of the Company.

g) The names of the top 10 employees during the year of reporting in terms of remuneration are:

S.No.	Name of Employee	Designation
1	Mr. Raman Kumar Mallick	Chief Financial Officer
2	Mr. Pankaj Gupta	Company Secretary and Compliance Officer

h) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month

26. Risk Management Policy

Your Company has in place a Risk Management Policy, which includes the identification of elements of risk and its severity, that may impact the existence of the Company and its business operations. Though the applicability of the risk management committee does not apply to the Company. However, the Audit Committee of the Board is entrusted to ensure the Risk Management Policy and System.

The Board of Directors has a Risk Management Policy which is available on the Company''s website with the below link:

http://www.srmenergy.in/Data/Documents/SRM%20

Energy%20-%20OD%20-%20Risk%20Management.pdf

27. Management Discussion and Analysis Report

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report has been prepared and the same is forming part of this Report.

28. Corporate Governance

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Company''s Paid up capital is Rs. 9.06 Crores and the net worth is Rs. -4.11 Crores, which is within the threshold limits as prescribed in the aforesaid regulation to avail the exemptions, therefore it has not complied with the aforesaid requirements of the Corporate Governance and hence the said report is not annexed.

29. Annual Secretarial Compliance Report

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI Listing Regulations, 2015 to BSE for submitting Annual Secretarial Compliance Report. Such exemption was duly filed to the exchange.

30. Listing of Securities

The Company''s Securities are currently listed on Bombay Stock Exchange Limited (BSE Limited) with I SI N-INE173J01018 and scrip code 523222. The annual listing fees for the Financial Year 2024-25 and 2025-26 have been paid to the exchange.

31. Directors'' Responsibility Statement

The Financial Statements of the Company were prepared in accordance with Indian Accounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied 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 2024-25 and of the profit and loss of the Company for that period;

(c) the 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; the annual accounts for the Financial Year ended on 31st March, 2025 have been prepared on a going concern basis;

(d) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(e) 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.

32. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2024-25, no such event has arisen as the Company has not declared dividend for the concerned years. Hence, the provisions of Section 125(2) of the Companies Act, 2013 do not apply.

33. Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Companies Secretaries of India.

34. Prevention of Sexual Harassment of Women at the Workplace

In terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013, your Company is exempted from compliance under said provisions. Hence, no Internal Complaint Committee (ICC) is constituted during the period under review.

35. Compliance with the Provisions of Maternity Benefit Act, 1961.

The Company is fully aware of and remains committed to complying with the provisions of Maternity Benefit Act, 1961. There are currently no women employees on its roll as on date as it has two male employees only, therefore the provisions of maternity Benefit Act, 1961 are not applicable to the Company.

36. Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code by or against the Company till the date of this report, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

However, as disclosed above, the Wholly owned subsidiary of the Company has made an Application under Section 10 of the Insolvency and Bankruptcy Code, 2016.

37. Order of Court / Tribunal

The Company has not suffered any significant/ material order from any court or tribunal impacting its going concern status and/ or the Company’s operation in future

38. Details of One-time settlement with Banks.

The Company has not made any one-time settlement or any settlement with any Banks or Financial Institutions.

39. Confirmation Under Foreign Exchange Management (NonDebt Instruments) Rules, 2019 on Downstream Investment

The Company has not made any downstream investment as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly the necessary confirmation of compliance is not applicable to the Company.

40. Acknowledgements

Your directors are pleased to place their gratitude to all the shareholders of the Company, the Bank and Government Authorities for their co-operation to the Company. Your directors are also grateful to the employee/ s for their dedication and support given to the Company, especially in this adverse position.

---

Mar 31, 2024

Your Directors submit the 37th Annual Report of the Company together with the Audited Financial Statements for the
Financial Year ended March 31, 2024.

1. Financial Summary/highlights on the Performance of the Company (Standalone & Consolidated):-

Summary of the Financial Statements of the Company for the year under review is as under:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	-	-	-	-
Other Income	0.02	-	2.70	4.32
Total Income	0.02	-	2.70	4.32
Employee Benefit Expenses	24.79	22.60	29.31	30.88
Interest and Finance Charges	0.00	0.00	0.00	0.01
Depreciation and Amortizations	-	-	0.43	0.61
Impairment Loss	-	-	-	-
Other Expenses	13.84	13.17	50.32	200.24
Total Expenses	38.63	35.77	80.06	231.74
Profit/(Loss) before Tax	(38.61)	(35.77)	(77.36)	(227.42)
Tax Expense	-	-	1.16	-
Profit/(Loss) for the year	(38.61)	(35.77)	(78.52)	(227.42)
Other Comprehensive Income/(Loss)	(0.51)	-	(0.51)	-
Total Comprehensive Income/(Loss)	(39.12)	(35.77)	(79.03)	(227.42)

2. Dividend

In view of losses during the financial year 2023-24, the
Board of Directors of the Company has not recommended
any dividend on the equity shares of the Company.

3. Reserves

There is no surplus available to be carried forward to
reserves. However, the negative balance in the Profit/
Loss account has been duly accounted for.

4. Results of Business Operations and the State of
Company''s Affairs

Like previous year this year too no business could be
conducted in your Company. The management could
not find any possible opportunity in this regard, as the
overall financial state of the Company was not favorable.
Your management for the purposes of settling their loan
in a partial manner had offered its investment in the
Wholly owned subsidiary (WOS) to the Holding Company,
such arrangement was not approved by the shareholders.
The purpose of having such an arrangement was that
your Company wanted to reduce the burden of loan and
the compliances w.r.t. WOS so that your company could
find any possible investor. Since the Company did not
conduct any business operation during the reporting year
and also no revenue was generated, the negative net
worth of the Company has increased from Rs. (332.87)
Lakhs to Rs. (371.99) Lakhs, and the losses of the
Company has been Rs. 39.12 Lakhs which is increased
by Rs. 3.35 Lakhs from the previous year. Moreover, your
Company has constantly reported that its project could
not take off and is in the abandoned stage. Amidst the

aforesaid situation, your Company is focused to find a
suitable business opportunity or investment and to remain
compliant in all respects.

As the company is not conducting any business, it was
totally dependent on the Financial Assistance from its
group companies. As informed earlier the Wholly Owned
Subsidiary (WOS), for the purpose of meeting the
administrative, legal and other day-to-day expenses and
also to settle the outstanding loan, it was selling the land
relating to the power project with the prior approval of
the shareholders. During the year under reporting, all
the land in the Subsidiary Company has been sold in
complete. At present, the Subsidiary Company has no
land in its account for further selling.

Material Events during the year under review and till
the date of signing of this report.

a) During the year of reporting, M/s. Spice Energy Private
Limited (the Holding Company) on account of the urgent
Requirement of funds, demanded their outstanding loan,
as advanced to the Company, to be repaid/settled.
Considering their urgent requirement the Board of your
company offered the only available assets (i.e.
investment in M/s. SRM Energy Tamilnadu Private Limited)
to the holding company against the partial settlement of
their loan up to an extent of Rs. 1,32,00,000/- to which
the Holding Company gave its consent.

In this regard, your company proceeded to accord the
requisite approval of the Shareholders through Postal
Ballot, which it could not obtained, hence the
implementation of the sale/transfer of Investment of the
Company in its Wholly-owned subsidiary did not take
place and the loan of the Holding Company remained the

same. All the details relating to the relevant postal Ballot
proceedings are disclosed to the public at large through
the stock exchange in due course of time.

b) During the year under review, SEBI has attached the
Loan as extended by Mr. Gagan Rastogi (former director)
to the Wholly owned Subsidiary i.e. M/s. SRM Energy
Tamilnadu Private Limited in the recovery proceeding
initiated against him. Such recovery proceedings were
unrelated to your Company and its WOS. SEBI were
continuously demanding the loan to be repaid, however
the subsidiary could not meet such demand due to its
adverse financial position. Considering its inability to
meet such a huge liability and the default committed in
this regard, the Board of Directors of the WOS has
decided to approach the Hon''ble National Company Law
Tribunal, New Delhi Bench under Section 10 of the
Insolvency and Bankruptcy Code, 2016 for seeking the
suitable resolution plan for it. Till the signing of this
report, the Hon''ble NCLT has rejected the application on
account of maintainability, though the WOS is planning
to appeal against the said order of the Hon''ble NCLT.

5. Change in Nature of Business

There is no change in the nature of business of the
Company during the year under review.

6. Material changes and commitment if any affecting the
financial position of the Company occurred between
the end of the Financial Year to which this Financial
statement relates and the date of the report

Apart from disclosed elsewhere in this report, there are
no material changes or commitments affecting the
financial position of the Company between the end of
the Financial Year and the date of the report.

7. Financial Statements

The Audited Financial Statements of the Company drawn
up both on a standalone and consolidated basis, for the
financial year ended March 31, 2024, in accordance
with the requirements of the Companies (Indian
Accounting Standards) Rules, 2015 (”Ind AS”) notified
under Section 133 of the Act, read with relevant rules
and other accounting principles. The Consolidated
Financial Statements have been prepared in accordance
with Ind AS and relevant provisions of the Act based on
the financial statements received from subsidiary
company, as approved by their Board of Directors.

The Board has reviewed the affairs of the Subsidiary
Company during the Financial Year. The audited
Standalone and Consolidated Financial Statements for
the F.Y. 2023-24 are provided in this Annual Report.

8. Internal Financial Controls

Your Company has maintained a well-established
internal control framework, which is designed to
continuously assess the adequacy, effectiveness and
efficiency of financial and operational controls. The
Board is of the opinion that the Company has sound
Internal Financial Controls commensurate with the size,
scale and complexity of its business operations.

The Audit Committee reviews at regular intervals the
Internal Financial Control and Risk Management system
and also the Statutory Auditors confirm that the
Company''s Internal Financial control is adequate. The
report on the Internal Financial Control issued by M/s.
Saini Pati Shah & Co, LLP, Chartered Accountants,
Statutory Auditors of the Company in compliance with

the provisions undei the Companies Act, 2013 is loiimng

part as Annexure B of the Auditor''s Report for the F.Y.
2023-24.

9. Annual Return and Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013,
the Annual Return of the Company as per MCA notification
dated 25th August, 2020 is available on the website of
the Company and the same can be obtained with the
below link:

http://www.srmenerqy.in/Home/AnnualReturns.

10. Subsidiaries, Joint Ventures and Associate Companies

Your Company has one Wholly Owned Subsidiary
Company (WOS) viz. SRM Energy Tamilnadu Private
Limited. There has been no material change in the
nature of business of the Subsidiary and the said
Subsidiary has not commenced operations.

Material Subsidiary

In terms of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as
specified in Regulation 24, i.e., with respect to the
Subsidiary of the listed entity, does not apply to the
Company during the period under review, on account of
exemption granted under this regulations, however, your
Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1)(c) of the Listing
Regulations. The Policy, as approved by the Board, is
uploaded on the Company''s Website, which can be
viewed with the below link:

http://Www.srmenerqv.in/Data/Documents/SRM%20Enerqv%20-

%20OD%20-%20Policv%20for%20Determining%20Material%

20Subsidiarv.pdf

11. Performance and Financial Position of each of the
Subsidiaries, Associates and Joint Venture Companies
included in the Consolidated Financial Statements.

The Board has reviewed the affairs of the Company''s
Subsidiary at regular intervals. In accordance with Section
129(3) of the Companies Act, 2013 (”the Act”), the
Company has prepared Consolidated Financial
Statements incorporating the Financial Statements of
Subsidiary which form part of the Annual Report. A
separate statement containing the salient features of the
Financial Statements of the Company''s subsidiary, in the
prescribed Form AOC-1 is annexed hereto as Annexure-
1. This statement also provides details of the performance
and financial position of the Subsidiary of the Company.
Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, these financial statements are
also placed on the Company''s website at http://
www.srmenergy.in/Home/AnnualReports

Copy of these Financial Statements shall be made
available to any Member of the Company, on request.

The Board has also explained about the material
developments with the Subsidiary Company above at
Point No. 4.

12. Deposits

During the Financial Year 2023-24, the Company has
neither accepted/ renewed any deposit from the public,

nor there any outstanding deposit at the beginning or at
the end of the year. Also, the Company has duly complied
with the requirements of filing of return to ROC in the
form of DPT-3 in this regard.

13. Statutory Auditor & Auditor''s Report

At the Annual General Meeting held on 30th September,
2020, M/s Saini Pati Shah & Co. LLP, Chartered
Accountants (FRN: 137904W/W100622) was appointed
as Statutory Auditor of the Company for a period of 5 years
to hold office till the conclusion of the Annual General
Meeting to be held in the Financial Year 2025-26.

The Report given by the Auditors (M/s Saini Pati Shah &
Co, LLP) on the financial statement of the Company is
part of this Report. The financial statements of the
Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section
133 of the Act.

Further, basis the confirmations reported by the Auditor
to the Board, there were no instances of fraud, misfeasance
or irregularity detected and reported in the Company by
the Statutory Auditor during the Financial Year 2023-24,
however Auditors have expressed their qualified opinions
in their report which are as below:

a) Qualified Opinions expressed in Auditors'' Report
on Standalone Financial Statements of the Company

i) We draw attention to Note 2.3 included in notes to the
standalone financial statements which describes that
the Company has no business operations and is
continuously incurring cash losses. The Company has
accumulated losses and its net worth has been fully
eroded. Further, its current liabilities exceeded its
current assets as at the balance sheet date. In the
absence of any supportive audit evidence, there is
material uncertainty of the Company''s continuity as
going concern and its ability to meet its financial and
operational obligations as and when they fall due.

ii) We draw attention to Note 4(ii) included in notes to the
standalone financial statements which describes that
the Company has equity investment in wholly owned
subsidiary company amounting to Rs 132.00 lakhs. As
the subsidiary has no business operations and is
continuously incurring cash losses, has accumulated
losses and its net worth has been fully eroded, its
current liabilities exceeded its current assets as at the
balance sheet date, the entire investment should be
provided for impairment. However, the management
believes that the investment in subsidiary is good for
recovery. In the absence of any supportive audit
evidence, we are unable to comment on the recoverability
of this investment. Had the Company made the provision,
the loss for the year would have been higher by Rs
132.00 lakhs and the investment as at that date would
have been lower by Rs 132.00 lakhs.

b) Qualified Opinions expressed in Auditors'' Report
on Consolidated Financial Statements of the
Company.

i) We draw attention to Note 2.4 included in notes to the

consolidated financial statements which describes
that the Group has no business operations and is
continuously incurring cash losses. The Group has
accumulated losses and its net worth has been fully
eroded. Further, its current liabilities exceeded its
current assets as at the balance sheet date. In the
absence of any supportive audit evidence, there is
material uncertainty of the Group''s continuity as going

concern and its ability to meet its financial and
operational obligations as and when they fall due.

ii) We draw attention to Note 17(ii) included in notes to
the consolidated financial statements which describes
that the SRM Energy Tamilnadu Private Limited
(SETPL), a wholly owned subsidiary, during the year
has received an Attachment Order from Securities
and Exchange Board of India (SEBI) attaching and
directing to remit the loan amount of Rs 4,326.56
lakhs given to SETPL by Mr. Gagan Rastogi to SEBI.
SETPL has expressed its inability to remit the amount
demanded to SEBI Recovery Officer quoting adverse
financial position of the Group. In the absence of any
appropriate audit evidence including third party
confirmation and in lieu of the aforesaid ongoing
recovery proceedings and communications between
SETPL and SEBI, we are unable to comment on the
consequential impact(s), if any, on these consolidated
financial statements.

iii) We draw attention to Note 13(i) included in notes to
the consolidated financial statements which describes
that SRM Energy Tamilnadu Private Limited (SETPL),
a wholly owned subsidiary, during the year has sold
balance portion of land for a sale consideration of Rs.
14.86 lakhs incurring loss of Rs 10.16 lakhs. In the
absence of sale agreement pertaining to the transfer
of title and any other appropriate audit evidence, we
are unable to comment on the sale proceeds and
resultant loss and additional financial implications, if
any, on these consolidated financial statements.

iv) We draw attention to Note 6 included in notes to the
consolidated financial statements which describes
that SRM Energy Tamilnadu Private Limited (SETPL),
a wholly owned subsidiary, in the previous year has
made provision for doubtful capital advance of Rs
60.10 lakhs recoverable from a supplier. In the
absence of any appropriate audit evidence including
any legal proceedings initiated by the Group against
the supplier, we are unable to comment on the
appropriateness of the provision and additional
financial implications, if any, on these consolidated
financial statements.

In terms of Section 134(3)(f), the para wise explanations
or comments by the Board of Directors of the Company
on each Qualified opinions of the Auditors are as follows:

a) Explanation of the Board of Directors on the qualified

opinions expressed in Auditors'' Report on

Standalone Financial Statements of the Company:

i) The Parent Company''s management is committed to
provide the requisite financial support to maintain
the ''Going Concern'' status until some business
projects are introduced.

ii) The Management of the WOS has decided to approach
to the NCLT u/s 10 of the IBC and is hopeful that it
shall receive a resolution for this Company and hence,
it is believed that the said investment in the WOS
has not lost its value.

b) Explanation of the Board of Directors on the qualified

opinions expressed in Auditors'' Report on

Consolidated Financial Statements of the Company:

i) The Parent Company''s management is committed to
provide the requisite financial support to maintain
the ''Going Concern'' status until some business
projects are introduced.

ii) The matter is under the observation of the
Management and is aware of the facts. However, till
the date of preparation of the Statement on the

Impact of Audit Qualifications, and financial
statements, no further communication has been
received from SEBI.

iii) Lands sold off by WOS are in piecemeal, cordoned
and scattered under remote villages falling under
various Sub-Registrars. Regional language,
remoteness adds woes to the management in selling
such piecemeal lands and is entirely dependent upon
local representatives for the successful land deals.
There has been a delay in arranging the executed
land agreements but howsoever, the sale proceeds
have been received through the banking channels.
The management is making the required efforts to
arrange the deeds.

iv) The management is putting all efforts to locate the
supplier through various means and channels and is
hopeful to derive their whereabouts soon and the
Company shall take appropriate actions accordingly.

14. Internal Auditor & their Report

The Company had engaged M/s. Amar Jeet Singh &
Associates, Chartered Accountants (FRN: 025470N), as
the Internal Auditors of the Company for the Financial
Year 2023-24 and their reports are reviewed by the audit
committee from time to time. The internal audit assists
the Company to review the operational efficiency and
the internal controls.

The Internal Auditor has not reported any qualification,
reservation or adverse opinion during the period under review.
During the Current year 2024-25, the Board of Directors
of the Company, on the recommendation of the Audit
Committee, has appointed M/s. A S N & Company,
Chartered Accountants (FRN: 022977N), as the Internal
Auditors of the Company for the financial year 2024-25.

15. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March,
2024, in prescribed form, duly audited by a Practicing
Company Secretary M/s. S.K. Nirankar & Associates is
annexed as Annexure-2 herewith and forming part of
the report.

There is no qualification, reservation or adverse remark
made by the Secretarial Auditor in its report.

The aforesaid Secretarial Auditor is further appointed for
the Financial Year 2024-25 by the Board of Directors of
the Company in their meeting held on August 13, 2024.
Further, the Company is exempted from conducting the
secretarial audit of the material subsidiary under
Regulation 24A (1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). Such exemption is available to the
Company under the provisions of sub-regulation (2) of
Regulation 15 of the aforesaid Listing Regulations. Since
the requirement of conducting a secretarial audit of the
material subsidiary is not applicable to the Company the
same is not conducted.

16. Disclosure about Cost Audit

The provisions of maintenance of cost audit records and
filing are not applicable to the Company.

17. Share Capital

During the year under review, the Company has not issued
equity shares or sweat equity shares. The Company has

not offered any shares under the Employee Stock Option
Scheme and bought back any of its securities. The
Company has not issued any debentures, bonds or any
other non-convertible securities or warrants during this
Financial Year.

Hence, during the Financial Year 2023-24 no changes
took place in the share capital of the Company.

Authorized Share Capital:

The Authorized Share Capital of the Company as at
March 31, 2024 is Rs. 11,30,00,000/- (Rupees Eleven
Crore Thirty Lakhs) divided into 1,13,00,000 Equity Shares
of Rs. 10/- (Rupees Ten) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at
March 31, 2024 is Rs. 9,06,00,000/- (Rupees Nine Crore
Six Lakhs) divided into 90,60,000 Equity Shares of Rs.
10/- (Rupees Ten) each.

18. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo.

Members are requested to consider the details as
mentioned herein below:

(A)	CONSERVATION OF ENERGY
	The steps taken or impact on conservation of energy	NA
	The steps taken by the company for utilizing alternate sources of Energy	NA
	The capital investment on energy conservation equipments	NA
(B)	TECHNOLOGY ABSORPTION
	The efforts made towards technology absorption	NA
	The benefits derived like product improvement, cost reduction, product development or import substitution	NA
	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
	The expenditure incurred on research and development	NA

19. Details of Foreign currency transactions are as follows:

There have been no dealings in forex in the financial year
under consideration.

20. Details of policy developed and implemented by the
Company on its Corporate Social Responsibility ("CSR")
initiatives.

The provisions for CSR under the Companies Act, 2013, are
not applicable to the Company for the year of reporting.

21. Directors and Key Managerial Personnel.

The Company''s policy is to maintain an optimum combination
of Executive and Non-Executive Directors on the Board. There
is a change in the Board of Directors / Key Managerial Personnel
of the Company which are detailed below:

S. N.	Name of Director/KMP	Designation	Change During the year
1.	Mr. Sharad Rastogi	Whole-time Director
2.	Mr. Vijay Kumar Sharma	Non-Executive and Non-Independent Director
3.	Mrs. Tanu Agarwal	Non-Executive and Independent Director	Resigned w.e.f. 28.02.2024
4.	Mrs. Tanu Agarwal	Additional Director (In the Capacity of Non-Executive and Independent Director)	Appointed w.e.f. 28.03.2024
5.	Mr. Parshant Chohan	Non-Executive and Independent Director
6.	Mr. Raman Kumar Mallick	Chief Financial Officer
7	Mr. Pankaj Gupta	Company Secretary and Compliance Officer

Changes in Directors and Key Managerial Personnel (KMP):

a) Changes in Directors: During the year under review:

Mrs. Tanu Agarwal, who was serving as an Independent
Director on the Board of the Company had resigned from
the Board w.e.f. close of business hours on February 28,
2024 on account of personal reasons and other professional
commitment/engagements. However, considering her
valuable engagement with the Company in her capacity as
an Independent Director of the Company and her discussion
with the management of the Company, she consented to
re-join the Company''s Board in the same capacity, i.e.,
the Independent Director of the Company. Accordingly,
the Board of Directors of the Company in terms of section
161(1) of the Companies Act, 2013, appointed her as an
Additional Director (in the capacity of Non-Executive and
Independent) on the Board of the Company w.e.f. from
March 28, 2024.

The Board recommends for the regularization of the
appointment of Mrs. Tanu Agarwal as a Non-Executive
Independent Director for a period of 5 years commencing
from March 28, 2024 to March 27, 2029 to the shareholders
at the item No. 3 set out in the Notice of the Annual
General Meeting appended in this Annual Report.

b) Cessation of KMP: During the reporting year, there has
been no change in the KMPs of the Company.

Recommendation to the shareholders for appointment

of Directors

a) In terms of Section 152(6) and other applicable provisions
of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Sharad Rastogi (DIN:
09828931), Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment, a brief resume and
other details of Mr. Sharad Rastogi, who is proposed to be
re-appointed as Director of your Company has been included
in the Notice of the ensuing Annual General Meeting.

b) In terms of Section 161 and other applicable provisions of
the Companies Act, 2013, Mrs. Tanu Agarwal (DIN:
07134266), Additional Director (Non-Executive and
Independent) shall hold office up to the date of the ensuing
Annual General Meeting. The Board recommends to the
shareholders at the ensuing Annual General Meeting for
the regularization of the appointment of Mrs. Tanu Agarwal
as the Director (in the capacity of Non-Executive and

Independent) of the Company for a term of 5 years
beginning from March 28, 2024 till March 27, 2029. A brief
resume and other details of Mrs. Tanu Agarwal has been
included in the Notice of the ensuing Annual General
Meeting.

Declaration of Independent Directors and Familiarization
Program:

The Company has received necessary declarations from
the Independent Directors confirming that they meet the
criteria of independence as prescribed under the Act and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations") and they have
registered their names in the Independent Director''s Data
Bank. The Independent Directors are in compliance with the
Code of Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization program in which
various amendments in the Companies Act, 2013 and
Amendments in SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 are discussed.

The details of the familiarization program imparted to
Independent Directors are available on the website of the
Company and can be viewed on the following link:
http://www.srmenergy.in/Home/Policies

Formal Annual Evaluation

A formal evaluation of the performance of the Board, its
Committees and the individual Directors was carried out
for the year 2023-24. The evaluation was done using
individual questionnaires covering the vision, strategy &
role clarity of the Board, Board dynamics & processes,
contribution towards the development of the strategy, risk
management, receipt of regular inputs and information,
functioning, performance & structure of Board Committees,
ethics & values, skill set, knowledge & expertise of
Directors, leadership etc.

As part of the evaluation process, the Performance
evaluation of all the Directors has been done by all the
other Directors (except himself & herself) and the Directors
have also evaluated the performance of the Board and its
Committees as a whole. The Directors expressed
satisfaction with the evaluation process.

Number of meetings of the Board of Directors

Your Board meets at regular intervals to discuss and decide
on various financial matters, legal and compliance matters,
and other businesses. During the year under review,
8 (eight) Board Meetings were convened and held and the
interim gap between the meetings was as per the period
prescribed under the Companies Act, 2013.

S.N.	Date of Board Meeting	Board Strength	No of Directors Present
1	May 23, 2023	4	4
2	June 13, 2023	4	4
3	June 27, 2023	4	4
4	August 14, 2023	4	4
5	September 28, 2023	4	3
6	November 07, 2023	4	3
7	February 06, 2024	4	3
8	March 28, 2024	4	2

22. Audit Committee

The objective of the audit committee is to ensure and
monitor the financial affairs of the Company, its reporting
etc. This is also entrusted to ensure the effective control

relating to financial transactions and accounting activities
of the Company. The Committee further acts as a link
among the Management, the Statutory Auditors, the Internal
Auditors and the Board of Directors to oversee the financial
affairs and the reporting process. The members of the
Committee are with requisite knowledge in financial,
accounting and business matters. Minutes of the audit
committee meetings are circulated to the Committee and
Board members.

The constitution of the audit committee is in conformity with
the Companies Act, 2013 and the Listing Regulations. The
Chairman of the Audit Committee is an Independent Director

Also, the functioning of the Committee is governed by the
terms of reference which are in line with the regulatory
requirements as mandated by the Companies Act, 2013 and
the Listing Regulations. The recommendations made by the
Audit Committee during the year were accepted by the Board.

Moreover, the members of the Audit Committee are
financially literate. The Chief Financial Officer, Statutory
Auditors and Internal Auditors, Internal Auditors are invitees
to the meetings of the Audit Committee. The Company
Secretary acts as the secretary to the Audit Committee.

Composition of Audit Committee and changes therein
during the financial year 2023-24 are as follows:

S.No.	Name of Member	Designation
1.	Mrs. Tanu Agarwal	Chairperson
2.	Mr. Vijay Kumar Sharma	Member
3.	Mr. Parshant Chohan	Member

The said policy is available on the Company''s website and
can be viewed with the link below:

http://www.srmenergy.in/Data/Documents/SRM%20Energy%

20-%20QD%20-%20Whistle%20Blower.pdf

23. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies
Act, 2013, Rule 6 of the Companies (Meetings of Board & its
Powers) Rules, 2014 and Regulation 19 read with Part D of
Schedule II of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has constituted a Nomination and
Remuneration Committee of the Board of Directors.

The Company has in place a policy formulated by the Board of
Directors of the Company relating to the remuneration for the
Directors, Key Managerial Personnel, Senior management and
other employees and also the criteria for determining the
qualification, positive attributes and independence of Directors.
Such Policy is annexed in this report as Annexure-3.

Composition of Nomination and Remuneration
Committee and changes therein during the financial year
2023-24 are as follows:

During the year under review, Mrs. Tanu Agarwal was the
chairperson of the Audit Committee, however due to her
resignation from the post of Director of the Company w.e.f
close of business hours on February 28, 2024 her appointment
as the Chairperson of the Audit Committee was ceased.
However, she was re-designated as the Chairperson of the
Audit Committee after her appointment on the Board of Directors
of the Company w.e.f. March 28, 2024 in the capacity of
Non-Executive Independent Director.

Meetings of the Audit Committee and attendance thereat.

During the Financial Year 2023-24, the Audit Committee met
6 (six) times, on the following dates:

S. N.	Date of Audit Committee Meeting	Total No. of members entitled to attend the Meeting	No. of members attended the Meeting
1	May 23, 2023	3	3
2	June 13, 2023	3	2
3	June 27, 2023	3	2
4	August 14, 2023	3	3
5	November 07, 2023	3	2
6	February 06, 2024	3	2

Details of the Establishment of Vigil Mechanism for
Directors and Employees

In order to ensure that the activities of the Company are
conducted in a fair and transparent manner by adoption of the
highest standards of professionalism, honesty, integrity and
ethical behavior, the Company has adopted a vigil mechanism
policy, there is direct access to the Chairperson of the Audit
Committee.

During the year under review, Mrs. Tanu Agarwal was the
chairperson of the Nomination and Remuneration Committee,
however due to her resignation from the post of Director of
the Company w.e.f close of business hours on February 28,
2024 her appointment as the Chairperson of the Nomination
and Remuneration Committee was ceased. However, she
was re-designated as the Chairperson of the committee after
her appointment on the Board of Directors of the Company
w.e.f. March 28, 2024 in the capacity of Non-Executive
Independent Director.

Meetings of the Nomination and Remuneration Committee
and attendance thereat.

During the Financial Year 2023-24, the Nomination and
Remuneration Committee met 3 (three) times, on the following
dates:

S.N.	Date of NRC Meeting	Total No. of Members entitled to attend the Meeting	No. of Members attended the Meeting
1	May 23, 2023	3	3
2	August 14, 2023	3	3
3	November 07, 2023	3	2

24. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is
in compliance with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 20 of the Listing Regulations.

The Prime responsibility of the Stakeholders Relationship
Committee is to ensure that the proper liasoning is established
with the shareholders of the Company and the grievances of

S.N.	Name of Member	Designation
1.	Mrs. Tanu Agarwal	Chairperson
2.	Mr. Vijay Kumar Sharma	Member
3.	Mr. Parshant Chohan	Member

c) The percentage increase in the median remuneration of
employees in the Financial Year

- There were no employees on the payroll of the Company
other than CFO and Cs of the Company. The percentage
increase in the median remuneration of the employees of
the Company is 6.89%. Median remuneration of the
employee is provided only for those employees who
have drawn remuneration from the Company for the full
fiscal of 2024 and 2023. Only CFO has remain employed
for the entire fiscal of 2024 and 2023.

d) The number of permanent employees on the roll of the
Company:

- During the year 2023-24, two employees were on the
payroll of the Company which are the Company Secretary
and the Chief Financial Officer.

e) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
Financial Year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for
increase in the managerial remuneration:

- As explained above, there is no employee on the roll of
the Company other than the managerial personnel
(CS and CFO). Hence, no such comparison can be
drawn.

f) The Remuneration is as per the remuneration policy of the
Company.

g) The names of the top 10 employees during the year of
reporting in terms of remuneration are:

security holders are resolved efficiently and effectively i.e.
within the given time period.

Composition of Stakeholders Relationship Committee
and changes therein during the financial year 2023-24
are as follows:

S.N.	Name of Member	Designation
1	Mr. Viiay Kumar Sharma	Chairman
2	Mr. Sharad Rastogi	Member
3	Mr. Prashant Chohan	Member

There were no changes in the Committee during the year of
reporting.

Meetings of the Stakeholders Relationship Committee
and attendance thereat.

During the Financial Year 2023-24, the Stakeholders Relationship
Committee met on May 23, 2023 in which all the Members of
the Stakeholders Relationship Committee were present.

25. Particulars of loans given, investments made, guarantees
given and securities provided.

The Company has neither granted any Loans, extended any
Guarantees or provided any Securities nor made any
Investments during the Financial Year 2023-24, pursuant to
the provisions of Companies Act, 2013.

Particulars of contracts or arrangements made with related
parties.

During the Financial Year 2023-24, your Company has not
made any new contracts with related parties pursuant to Section
188 of the Companies Act, 2013. Like previous years there
were instances of transactions with related party as detailed
below:

As informed earlier, the SRM Energy Tamilnadu Pvt. Ltd.
(Wholly Owned Subsidiary) related party as per Section 2(76)
of the Companies Act, 2013, had provided unsecured loans
to our Company to fulfill the Company''s requirements related
to legal expenses, necessary statutory compliances and to
meet the outstanding liabilities. Such loan transactions do
not fall under the criteria of Section 188 of the Companies
Act, 2013. All these transactions are material related party
transactions in terms of Reg 23 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, however,
this regulation is not applicable to the Company as per
exemption given under Regulation 15(2) of the said
regulations.

The Company has taken omnibus approval from the audit
committee for above mentioned transactions as per provisions
of Section 177 of the Companies Act, 2013.

The Company has a Related Party Transaction and Arm''s
Length Pricing Policy, which can be accessed with the link
mentioned below:

http://srmenergy.in/Data/Documents/SRM%20Energy%20-
% 2 0 O D % 2 0 - % 2 0 P o l i c y % 2 0 o n % 2 0 D e a l i n g % 2 0
with%20Related%20Party%20Transactions.pdf

26. Managerial Remuneration

Disclosure pursuant to Section 197(12) of the Companies
Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided
below:

a) The Ratio of the remuneration of each Director to the Median
remuneration of the employees of the Company for the year
2023-24:

- None of the Directors of the Company has drawn any
remuneration in any form during the Financial Year 2023¬
24, hence no such ratio could be calculated.

c) The percentage increase in remuneration of each Director,

CFO, CEO, CS or Manager in the Financial Year:

- None of the Directors of the Company has drawn any
remuneration in any manner whatsoever from the
Company during the year and hence there was no event
of increase in the remuneration of any of the Directors
during the Financial Year 2023-24.

- Increment in the remuneration of the Chief Financial
Officer and Company Secretary of the Company had
taken place during the year of reporting as compared to
the previous year. The percentage increase in the
remuneration was as follow:

Name	Raman Kumar Mallick	Pankaj Gupta
Designation	C.F.O.	Company Secretary
Percentage Change	6.89%	31.25%

S.N.	Name of Employee	Designation
1	Mr. Raman Mallick	Chief Financial Officer
2	Mr. Pankaj Gupta	Company Secretary and
		Compliance Officer

h) There were no employees in the Company during the year
who were in receipt of remuneration in excess of Rs.
1,02,00,000/- per annum or Rs. 8,50,000/- per month.

27. Risk Management Policy

Your Company has developed and implemented a Risk
Management Policy, including the identification of elements

of risk and its severity, that may impact the existence of the
Company. Though the applicability of the risk management
committee does not apply to the Company. However, the
Audit Committee of the Board is entrusted to ensure the Risk
Management Policy and System.

The Board of Directors has a Risk Management Policy which
is available on the Company''s website with the below link:

http://www.srmenergy.in/Data/Documents/SRM%20

Energy%20-%20OD%20-%20Risk%20Management.pdf

28. Management Discussion and Analysis Report

In terms of Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations,
2015, a Management Discussion and Analysis Report has
been prepared and the same is forming part of this Report.

29. Corporate Governance

As per regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, compliance with
the corporate governance provisions as specified in regulation
17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C, D and E of Schedule V, shall not apply in
respect of the listed entity having paid up equity share capital
not exceeding rupees ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous
financial year. At present, the Company''s Paid up capital is
Rs. 9.06 Crores and the net worth is Rs. 3.72 Crores in
negative, which is within the threshold limits as prescribed in
the aforesaid regulation,therefore it is exempted to comply
with the aforesaid requirements of the Corporate Governance
and hence the said report is not annexed.

30. Annual Secretarial Compliance Report

Your Company being eligible has claimed exemption under
Regulation 15(2) of SEBI (LODR), Regulations, 2015 to BSE
for submitting Annual Secretarial Compliance Report. Such
exemption was duly filed to the exchange.

31. Listing of Securities

The Company''s Securities are currently listed on Bombay
Stock Exchange Limited (BSE Limited) with I SI N-
INE173J01018 and scrip code 523222. The annual listing fees
for the Financial Year 2023-24 and 2024-25 have been paid to
the exchange.

32. Directors'' Responsibility Statement

The Financial Statements of the Company were prepared in
accordance with Indian Accounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act, 2013, the
Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial
Year ended on 31st March, 2024, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

(b) the appropriate accounting policies have been selected
and applied 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 2023-24 and of the profit
and loss of the Company for that period;

(c) the 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) the annual accounts for the Financial Year ended on 31st
March, 2024 have been prepared on a going concern
basis;

(e) the Directors, have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively, and

(f) 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.

33. Transfer of unclaimed dividend to Investor Education
and Protection Fund

During the Financial Year 2023-24, no such event has arisen
as the Company has not declared dividend for the concerned
years. Hence, the provisions of Section 125(2) of the
Companies Act, 2013 do not apply.

34. Secretarial Standards

The Board of Directors affirms that the Company has complied
with the applicable Secretarial Standards, i.e., SS-1 and SS-2
issued by the Institute of Companies Secretaries of India.

35. Prevention of Sexual Harassment of Women at the
Workplace

In terms of the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, your Company is exempted from compliance under
said provisions. Hence, no Internal Complaint Committee (ICC)
is constituted during the period under review.

36. Details of Application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and
Bankruptcy Code by or against the Company till the date of
this report; hence the requirement to disclose the details of
application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along
with their status as at the end of the financial year is not
applicable.

However, as disclosed above, the Wholly-owned subsidiary
has made an Application under Section 10 of the Insolvency
and Bankruptcy Code, 2016 which was rejected by the tribunal
on the ground of maintainability. The subsidiary is planning to
challenge the said order of the hon''ble tribunal NCLT.

37. Acknowledgements

Your directors are pleased to place their gratitude to all the
shareholders of the Company and also the Bank and
Government Authorities for their co-operation to the Company.
Your Directors are also grateful to the employee/ s for their
dedication and support given to the Company, especially in
this adverse position.

For and on behalf of the Board of Directors

(Sharad Rastogi) (Vijay Kumar Sharma)

Whole-time Director Director

DIN: 09828931 DIN:03272034

Place: New Delhi
Date: August 13, 2024

---

Mar 31, 2015

Dear Members,

The Directors present herewith the Twenty Eighth Annual Report together with the Audited Standalone Accounts of the Company for the year ended March 31,2015.

FINANCIAL RESULTS (STANDALONE) Rs in Lacs

Year Ended Year Ended Description 31-03-2015 31-03-2014

Other Income 0.52 -

TOTAL REVENUE 0.52 -

Loss before exceptional and (57.27) (40.20) extraordinary and tax

Exceptional Items 10.80 -

Loss before extraordinary (68.07) (40.20) items and tax

Extra-ordinary Items - -

Loss before Tax (68.07) (40.20)

Tax Expense - -

Loss for the year (68.07) (40.20)

OPERATIONS:

The Company is in the process of setting up Thermal Power Projects at various locations more particularly in Tamilnadu. The project at Tamilnadu is consisting of 3X660 MW i.e. 1980 MW capacity is being set up by the Wholly Owned Subsidiary SRM Energy Tamilnadu Pvt. Ltd. As such there are no other operations at present and the related expenses incurred during the current period are considered as pre operative expenses pending allocation to the power project.

The Company proposes to induct financial / strategic investor into the subsidiary to take care of the equity requirements. Subsequently, significant portion of the debt requirements is proposed to be met through loans from the Chinese Banks Consortium. For meeting the domestic debt requirements, the.Company proposes to mandate one of the leading banks / financial institutions.

Though the Group's networth has been significantly reduced and it has been incurring cash losses, the promoters have infused funds by way of unsecured loan and are committed to provide necessary funding to meet the liabilities and future running expenses of the Group. Further, the Board of Directors of the Company, in its meeting held on March 09, 2015 have decided to sell/dispose off the Power plant transferred in its wholly owned subsidiary, subject to necessary approvals from the shareholders and other statutory authorities, if any. In view of above developments, the accounts have been prepared under going concern basis.

The power plant in the wholly owned subsidiary, which is intended to be sold /disposed off as explained above, is in Pre-operative stage and no expenses have been charged to Statement of Profit and Loss. Accordingly, the loss for the year does not include any loss relating to ordinary activities attributable to discontinuing operations.

DIVIDEND

As the Power project is under implementation and there is no operating income, your directors are not in a position to recommend any dividend.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY & RELATED COMPLIANCES

Your Company has one wholly owned subsidiary company viz. SRM Energy Tamilnadu Private Limited, which does not have any operations at present. A report on the performance and financial position is provided as Note 25 to the consolidated financial statement and hence not repeated here for the sake of brevity.

* No Companies which have become subsidiaries during the financial year 2014-15:

* No Companies which ceased to be subsidiaries during the financial year 2014-15:

* No company has become/ceased to be a joint venture or associate during the financial year 2014-15.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.srmenerav.in/Data/Documents SRM% 20Enerav %20-%200D%20-%20Policy %20 for%20 Determining %20 Material% 20 Subsidiarv.pdf

However, the annual accounts of the subsidiary company and the related detailed information are available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary company are kept for inspection by any shareholder at the Registered office of the holding company and of the subsidiary company concerned and a note to the above effect will be included in the annual report of the holding company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annua! accounts for the year ended March 31,2015, the applicable accounting standards read with requirements-set out under Schedule III to the Act, have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance along with necessary certificates are given elsewhere in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered materia! in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.srmenerov. ln./Daia/Documents/SRM%20Enerqv%20-%200D%2Q-%20Policv%2Qon%20Dealina%2[) with%20 Related%20Party%20Transactions.pdf

Your Directors draw attention of the members to Note 22 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vishal Rastogi, Managing Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment as Director of the Company, liable to retire by rotation, in the said meeting.

Mr. Gagan Rastogi, Director of the Company resigned from the Board on November 14, 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company.

During the year under review, the members approved the appointments of Ms. Tanu Agarwal as an Additional Director of the Company pursuant to the provisions of Sections 161 of the Companies Act, 2013, and Article 170 of the Company's Articles of Association under Non Executive Women Director Category w.e.f. April 01, 2015.

In terms of Section 161 (1) of the Act, Ms. Tanu Agarwal holds office only upto the date of the forthcoming AGM but is eligible for appointment as a Director. A notice under Section 160(1) of the Companies Act, 2013, has been received from a Member signifying its intention to propose the appointment of Ms. Tanu Agarwal as a Director of the Company, subject to approval of the Members in the ensuing annual general meeting, whose office shall be liable to retire by rotation. The Resolutions seeking approval of the members for their appointment as Directors have been incorporated in the Notice Convening the Annual General Meeting.

Presently, Mr. Pranav Kumar, Mr. Sameer Rajpal and Mr. Vijay Sharma are the Independent Directors of the Company. Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non- executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www. srmenerqv.in/Data/Documents/SRM%20Enerqy%20-%2QOD%20-%20 Familiarisation%20Process%20 Policy.odf

The following policies of the Company are attached herewith marked as Annexure 1 and Annexure 2:

1) Policy for selection of Directors and determining Directors independence; and

2) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Brief profile of the Director proposed to be reappointed as required under Clause 49 of the Listing Agreement are annexed to the Notice of Annual General Meeting forming part of this Annual Report.

AUDITORS AND STATUTORS'S REPORT

Statutory Auditors

The present Statutory Auditors of the Company M/s Haribhakti & Co., Chartered Accountants (CAs), (Firm registration No. 103523W) Mumbai, have resigned on August 13,2015.

In view of the above, the Board received a proposal to appoint M/s Vatss & Associates, Chartered Accountants, Gurgaon, (Firm registration No. 017573N, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the Thirty Third AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM), to examine and audit the accounts of the Company at Mumbai. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Statutors's Report

Though the Group's networth has been significantly reduced and it. has been incurring cash losses, the promoters have infused funds by way of unsecured loan and are committed to provide necessary funding to meet the liabilities and future running expenses of the Group. Further, the Board of Directors of the Company, in its meeting held on March 09,2015 have decided to sell / dispose off the Power plant transferred in its wholly owned subsidiary, subject to necessary approvals from the shareholders and other statutory authorities, if any. In view of above developments, the accounts have been prepared undergoing concern basis.

The power plant in the wholly owned subsidiary, which is intended to be sold / disposed off as explained above, is in Pre-operative stage and no expenses have been charged to Statement of Profit and Loss. Accordingly, the loss for the year does not include any loss relating to ordinary activities attributable to discontinuing operations.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mrs. Ritika Agarwal, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Sameer Rajpal -Chairman, Mr. Vijay Sharma and Mr. Vishal Rastogi as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.srmenerqy.in /Data/ Documents/ SRM%20 Energy%20-%200D%20-%20Whistle%20 Blower.pdf

Meetings of the Board

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 4 to this Report.

Particulars of Employees and related disclosures

Since no employee is receiving remuneration in excess of limit specified under the provisions of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of particulars of employees do not form part of the report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Statement of particulars under Section 134(3)(m) the Companies Act, 2013 read with relevant Rules regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company.

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 the Corporate Social Responsibility and Governance indicating the activities to be undertaken by the Company, as the Section 135 of the Act are not applicable to the Company

2. Details relating to deposits covered under Chapter V of the Act.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

6. Neitherthe Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

8. 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.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Gurgaon, Chairman Dated: August 13, 2015.

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Mar 31, 2014

Dear Members,

The Directors present herewith the Twenty Seventh Annual Report together with the Audited Standalone Accounts of the Company for the year ended March 31,2014.

FINANCIAL RESULTS (STANDALONE) in Millions

Year Ended Year Ended

Discription 31-03-2014 31-03-2013

Other Income - -

TOTAL REVENUE - -

Loss before exceptional and (4.02) (3.28) extraordinary and tax

Exceptional Items - -

Loss before extraordinary items and tax (4.02) (3.28)

Extra-ordinary Items - -

Loss before Tax (4.02) (3.28)

Tax Expense - -

Loss for the year (4.02) (3.28)

EFFECT OF SCHEME OF ARRANGEMENT :

For the speedy implementation of the power project of the Company, The Hon''ble Bombay High Court had approved the Scheme of Arrangement (the ''Scheme'') under Section 391 to 394 of the Companies Act, 1956, for Hive off of "Cuddalore Power Division" to SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary of the Company with effect from April 01, 2012 (the "Appointed Date") vide its order dated September 03, 2013.

In accordance with the said Scheme, the Cuddalore Power Division of the Company has been transferred to its Wholly Owned Subsidiary, SRM Energy Tamilnadu Pvt. Ltd. (SETPL) with effect from April 01, 2012 (the "Appointed Date"). The orders of the High Court were filed with the Registrar of Companies, Mumbai on October 11, 2013, and (the Effective Date"). In terms of the Scheme, all the assets and liabilities of the Cuddalore Power Division of the Company at their respective Book Values as on April 01, 2012 and also all consents, approvals, sanctions, licenses, contracts pertaining to the Cuddalore Power Division of the Company have been transferred to SETPL. The transaction for the period from April 01, 2012 to March 31,2013 of the Cuddalore Power Division are deemed to have been carried on by the Company for and in trust and are treated as transactions of SETPL.

ALLOTMENT OF EQUITY SHARES BY SRM ENERGY TAMILNADU PVT. LTD.

As per the terms of the Scheme, the net consideration was satisfied by SETPL to the Company by allotment of 13,10,000 equity shares of Rs.10 each, credited as fully paid up to the Company and payment of the balance amount of Rs. 27,151/- on October 18, 2013.

OPERATIONS

The Company is in the process of setting up Thermal Power Projects at various locations more particularly in Maharashtra, Eastern India and Tamilnadu. The project at Tamilnadu is consisting of 3X660 MW i.e. 1980 MW capacity is being set up by the Wholly Owned Subsidiary SRM Energy Tamilnadu Pvt. Ltd. As such there are no other operations at present and the related expenses incurred during the current period are considered as pre operative expenses pending allocation to the power project.

The Company proposes to induct financial / strategic investor into the subsidiary to take care of the equity requirements. Subsequently, significant portion of the debt requirements is proposed to be met through loans from the Chinese Banks Consortium. For meeting the domestic debt requirements, the Company proposes to mandate one of the leading banks / financial institutions.

DIVIDEND

As the Power project is under implementation and there is no operating income, your directors are not in a position to recommend any dividend.

DIRECTORS

Mr. Gagan Rastogi, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as Director of the Company, liable to retire by rotation, in the said meeting.

Mr. Vishal Rastogi was appointed as Managing Director on February 21, 2014 and holds office up to the ensuing Annual General Meeting. The Company has received a notice under Section 160 the Companies Act, 2013 from a member signifying the candidature of Mr. Vishal Rastogi for appointment as Managing Director of the Company without remuneration for a term of 5 years and shall be liable to retire by rotation in the ensuing annual general meeting.

Mr. Sameer Rajpal and Mr. Vijay Sharma have been appointed as the Additional Directors on the Board of your Company with effect from February 11, 2014. Mr. Pranav Kumar has appointed as the Additional Directors on the Board of your Company with effect from March 11,2014.

Your Company has received the notice under section 160 the Companies Act, 2013 together with the requisite deposit from the shareholders, in respect of Mr. Sameer Rajpal, Mr. Vijay Sharma and Mr. Pranav Kumar, proposing their appointments as the Directors on the Board of the Company. The Resolutions seeking approval of the members for their appointment as Directors have been incorporated in the Notice Convening the Annual General Meeting.

Mr. Jayaram Shetty and Mr. Sudarshan Parab, Directors of the Company resigned from the Board on January 24, 2014 and January 25, 2014 respectively. Mr. D. Sundararajan, Managing Director & CEO of the Company resigned from the Board on February 11, 2014.

Brief profile of the Director proposed to be reappointed as required under Clause 49 of the Listing Agreement are annexed to the Notice of Annual General Meeting forming part of this Annual Report.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from October 01, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per new Act, the Nominee Director is not considered to be an Independent Director.

Presently, Mr. Pranav Kumar, Mr. Sameer Rajpal and Mr. Vijay Sharma are the Independent Directors of the Company.

As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Company''s business.

Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of 27th Annual General Meeting of the Company.

SUBSIDIARY COMPANY & RELATED COMPLIANCES

As per Section 212 (1) of the Companies Act, 1956, the Company is required to attach to its accounts, the Director''s Report, Balance Sheet and Profit and Loss Account etc. of each of its subsidiaries. However a general exemption has been granted by the Ministry vide its General Circular No. 2/2011, dated - February 08, 2011 under section 212(8) of the Companies Act, 1956 for not attaching the said details.

Your Company has one wholly owned subsidiary company viz. SRM Energy Tamilnadu Private Limited, which does not have any operations at present. Hence, the Board of Directors have decided to avail the exemption.

Accordingly, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the aforesaid wholly owned subsidiary for the year ended March 31, 2014 have not been attached with the financial statements of your Company. However, the annual accounts of the subsidiary company and the related detailed information are available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary company are kept for inspection by any shareholder at the Registered office of the holding company and of the

subsidiary company concerned and a note to the above effect will be included in the annual report of the holding company.

LISTING

The equity shares continue to be listed on the BSE Limited (BSE) .The BSE has nation-wide terminals and therefore, shareholders / Investors are not facing any difficulty in trading in the shares of the Company from any part ofthe country. The Company has paid annual listing fee for the financial year 2014-15 to BSE.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public pursuant to Section 58-A of the Companies Act, 1956.

CORPORATE GOVERNANCE CODE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance is annexed as part of the Annual Report.

DEMATERIALISATION OF SHARES

In terms ofthe notification issued by the Securities and Exchange Board of India (SEBI) the Company has dematerialized its shares with both the depositories CDSL and NSDL.

CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior Management and Employees of the Company. This code is based on fundamental principles, viz. good corporate governance and good corporate citizenship. The Code covers Company''s commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly work place, transparency and accountability and legal compliance.

CORPORATE GOVERNANCE

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of listing agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates are given elsewhere in this Annual Report.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants (CAs),(Firm registration No. 103523W) Mumbai, were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on December 09, 2013.

M/s Haribhakti & Co., have been the Auditors of the Company since 2008 -09 and have completed a term of Six years. As per the provisions of Section 139 of the Act, no listed company can appoint or re- appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

They have informed the Board that with a view to uphold the highest standards of corporate governance and changes under the Companies Act, 2013, they would like to offer themselves to be re-appointed as auditors in the forthcoming Annual General Meeting of the Company, have agreed to and given their consent for their appointment as statutory auditors of the Company.

M/s Haribhakti & Company, Chartered Accountants, Mumbai, the Statutory Auditors of your Company holds office upto the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

In terms of Section 139(2) of the Companies Act, 2013, the Board has recommended that M/s Haribhakti & Co., Chartered Accountants may be appointed as statutory auditors of the Company for a period of four consecutive years from the conclusion of the Twenty Seventh Annual General Meeting up to the 2018 of the Thirty First Annual General Meeting, subject to ratification at each Annual General Meeting, at a remuneration that may be decided by the shareholders

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub Section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:-

i) that in preparation of the annual accounts for the financial year ended on March 31, 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures.

ii) 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 and of the loss of the Company for the year under report.

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and by preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the accounts for the financial year ended on March 31, 2014 on a ''going concern basis''.

AUDITORS'' OBSERVATIONS

Though the Company''s networth has been substantially eroded and the Company has been incurring Cash Losses, the management is of strong view that the Company would turnaround with power project of the Wholly Owned Subsidiary getting operational. The Company also intends to start the projects in Maharashtra and Eastern India. The Company''s present assets are adequate to meet the liabilities. The promoters are also committed to provide necessary funding to meet the liabilities and have provided Rs. 567.45 million as unsecured loan till March 31, 2014. Accordingly, the accounts have been prepared on going concern basis.

PARTICULARS UNDER SECTION 217

Since no employee is receiving remuneration in excess of limit specified under the provisions of Section 217 ( 2A) of the Companies Act, 1956 ,read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, Statement of particulars of employees do not form part of the report.

Statement of particulars under Section 217(1)(e) the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai, Chairman Dated: August 14, 2014.

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Mar 31, 2013

The Directors present herewith the Twenty Sixth Annual Report together with the Audited Standalone Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS (Standalone)

Rs. in Millions

Description Year Ended Year Ended 31-03-2013 31-03-2012

Other Income - -

Total Revenue - -

Loss before exceptional and extraordinary items and tax (3.28) (3.50)

Exceptional Items - -

Loss before extraordinary items and tax (3.28) (3.50)

Extra-ordinary Items - -

Loss before Tax (3.28) (3.50)

Tax Expense - -

Loss for the year (3.28) (3.50)

EFFECT OF SCHEME OF ARRANGEMENT:

As mentioned in the Annual Report for 2011-12, for the speedy implementation of the power project of the Company, the Board of Directors in their meeting held on May 22, 2012 had approved the Scheme of Arrangement (the ''Scheme'') under Section 391 to 394 of the Companies Act, 1956, for Hive off of "Cuddalore Power Division* to SRM Energy Tamilnadu Private Limited (SETPL), a wholly owned subsidiary of the Company with effect from. April 01, 2012 (the "Appointed Date"). The shareholders of the Company had also approved the said Scheme in the Court Convened meeting held on September 28, 2012. The Hon''ble Bombay High Court had approved the said Scheme vide its order dated September 3, 2013.

In accordance with the said Scheme, the Cuddalore Power Division of the Company has been transferred to its Wholly Owned Subsidiary, SRM Energy Tamilnadu Pvt. Ltd. (SETPL) with effect from April, 1, 2012 (the "Appointed Date"). The orders of the High Court were filed with the Registrar of Companies, Mumbai on October 11, 2013 (the ''Effective date''). In terms of the Scheme all the assets and liabilities of the Cuddalore Power Division of the Company at their respective Book Values as on 01.04.2012 and also all consents, approvals, sanctions, licenses, contracts pertaining to the Cuddalore Power Division of the Company have been transferred to SETPL. The transaction for the period from 1st April, 2012 to 31st March 2013. of the Cuddalore Power Division are deemed to have been carried on by the Company for and in trust and are treated as transactions of SETPL.

ALLOTMENT OF EQUITY SHARES BY SRM ENERGY TAMILNADU PVT. LTD.

As per the terms of the Scheme, the net consideration was satisfied- by SETPL to the Company by allotment of 13,10,000 equity shares of Rs. 10 each, credited as fully paid up to the Company and payment of the balance amount of Rs. 27,151/- on October 18, 2013.

OPERATIONS:

The Company is in the process of setting up Thermal Power Projects at various locations more particularly in Maharashtra, Eastern India and Tamilnadu. The project at Tamilnadu is consisting of 3X660 MW i.e. 1980 MW capacity is being set up by the Wholly Owned Subsidiary SRM Energy Tamilnadu Pvt. Ltd. As such there are no other operations at present and the related expenses incurred during the current period are considered as pre operative expenses pending allocation to the power project.

As informed in the annual report of the last year, the paucity of funds, resulting from the Company not being able to proceed with the Proposed Rights issue, due to reasons beyond its control, has considerably slowed down the progress of the project. In addition, considering the prevailing power industry scenario in the country coupled with the slower pace of growth of the country as a whole, prospective investors have deferred their decisions on investments, which has further compounded the problems.

During the period the Company has received the necessary CRZ clearances for laying of the underground Sea Water Pipelines and overhead Coal Conveyors from the Ministry of Environment and Forests (MOEF) (IA Division) and also from the National Highways Authority of India, Ministry of Transports, Govt, of India.

The Company proposes to induct fihancial / strategic investor into the subsidiary to take care of the equity requirements. Subsequently, significant portion of the debt requirements is proposed to be met through loans from the Chinese Banks Consortium. For meeting the domestic debt requirements, the Company proposes to mandate one of the leading banks/ financial institutions.

DIVIDEND

As the Power project is under implementation and there is no operating income, your directors are not in a position to recommend any dividend.

DIRECTORS

Mr. Jayaram Shetty has been appointed as the additional Director on the Board of your Company with effect from October 18, 2013. As per the provisions of Section 260 of the Companies Act, 1956 Mr. Jayaram Shetty will hold office up to the date of the ensuing Annual General Meeting of the Company. Your Company has received the notice under section 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder, in respect of Mr. Jayaram Shetty, proposing his appointment as the Director on the Board of the Company. The Resolution seeking approval of the members for their appointment as Director have been incorporated in the Notice Convening the Annual General Meeting.

Mr. Srinivasan Parthasarathy, Director of the Company resigned from the Board on August 01, 2013. Your directors record their appreciation for the sen/ices and support rendered by him during his tenure on the Board of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Gagan Deep Kumar Rastogi retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Director proposed to be reappointed as required under Clause 49 of the Listing Agreement are annexed to the Notice of Annual General Meeting forming part of this Annual Report.

SUBSIDIARY COMPANY & RELATED COMPLIANCES

As per Section 212 (1) of the Companies Act, 1956, the Company is required to attach to its accounts, the Director''s Report, Balance Sheet and Profit and Loss Account etc. of each of its subsidiaries. However, a general exemption has been granted by the Ministry vide its General Circular No. 2/2011, dated - February 08, 2011 under section 212(8) of the Companies Act, 1956 for not attaching the said details.

Your Company has one wholly owned subsidiary company viz. "SRM Energy Tamilnadu Private Limited, which does not have any operations at present. Hence, the Board of Directors have decided to avail the exemption.

, Accordingly, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the aforesaid wholly owned subsidiary for the year ended March 31, 2013 have not been attached with the financial statements of your Company. However, the annual accounts of the subsidiary company and the related detailed information are available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary company are kept for inspection by any shareholder at the Registered office of the holding company and of the subsidiary company concerned and a note to the above effect will be included in the annual report of the holding company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public pursuant to Section 58-A of the Companies Act, 1956.

THE CORPORATE GOVERNANCE CODE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance is annexed as part of the Annual Report.

DEMATERIAUSATION OF SHARES

In terms of the notification issued by the Securities and Exchange Board of India (SEBI) the Company has dematerialized its shares with both the depositories CDSL and NSDL.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Director''s affirm that the audited accounts containing the financial statements for the Financial Year 2012-13 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and the results of operations.

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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/loss of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior Management and Employees of the Company. This code is based on fundamental principles, viz. good corporate governance and good corporate citizenship. The Code covers Company''s commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly work place, transparency and accountability and legal compliance.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, Mumbai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that, their appointment, if made, by the Company for the year 2013-14 will be within the limit prescribed under Section 224 (1-B) of the Companies Act,1956. The Board of Directors recommends their reappointment.

AUDITORS'' OBSERVATIONS

Though the Company''s net worth has been substantially eroded and the Company has been incurring Cash Losses, the management is of strong view that the Company would turnaround with power project of the Wholly Owned Subsidiary getting operational. The Company also intends to restart the projects in Maharashtra and Eastern India. The Company''s present assets are adequate to meet the liabilities. The promoters are also committed to provide necessary funding to meet the liabilities and have provided 2.42 million as unsecured loan till March 31, 2013. Accordingly, the accounts have been prepared on going concern basis.

PARTICULARS UNDER SECTION 217

Since no employee is receiving remuneration in excess of limit specified under the provisions of Section 217 ( 2A) of the Companies Act, 1956 , read with the Companies (Particulars of Employees) Rules,1975, Statement of particulars of employees do not form part of the report.

Statement of particulars under Section 217(1)(e) regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company.

Details of foreign exchange outgo are set out in note No. 21 of the Financial Statements. There have been no Foreign Exchange earnings during the current year and previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai, Chairman

Dated: October 18, 2013.

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Mar 31, 2012

The Directors present herewith the Twenty Fifth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

Rs. in Million

Description Year Ended Year Ended

31-03-2012 31-03-2011

Other Income - 0.05

Total Revenue - 0.05

Other Expenses 3.50 4.11

Total Expenses 3.50 4.11

Loss before exceptional and extraordinary and tax (3.50) (4.06)

Exceptional Items - -

Loss before extraordinary items and tax (3.50) (4.06)

Extra-ordinary Items - -

Loss before Tax (3.50) (4.06)

Tax Expense - -

Loss for the year (3.50) (4.06)

OPERATIONS

The Company is in the, process of setting up a Super Critical Thermal Power Project of 3X660 MW i.e. 1980 MW capacity in Tamilnadu and there are no other operations at present. As such the related expenses incurred during the current period are considered as pre-operative expenses pending allocation to the power project.

The Company has already identified the entire land required for the project and is currently concentrating on acquiring contiguous land. However paucity of funds resulting from the Company not being able to proceed with the proposed Rights Issue has considerably slowed down the land acquisition process and also the Company entering into Coal Trading business.

It is learnt that the Company's application for Coal linkage of 3.2 million tons per annum has been favorably considered by the Ministries concerned and a formal communication in this regard is expected shortly. The linkage is likely to be with Mahanadi Coal Ltd. and the coal will be transported through barges from Orissa to Tamilnadu. Imported and Domestic Coal will be blended in the ratio of 70:30 for usage in the plant. The Company is continuing its efforts to get Chinese Bank funding for major portion of the debt requirements of the project.

PROPOSED RIGHTS ISSUE OF THE COMPANY

The Company had filed Draft Letter of Offer to the Security Exchange Board of India (SEBI) for its proposed right issue on August 17, 2010. Though SEBI gave its final observations vide letter dated February 8, 2011 it did not allow adjustment of unsecured loan brought in by the Promoters against their Rights entitlement. The Company went on appeal to Securities Appellate Tribunal (SAT) and it had allowed the Company's appeal vide its orders dated June 6, 2011, subsequent to which the Company filed Final Letter of Offer for the Proposed Rights Issue on June 17, 2011 with SEBI for raising Rs.589 million.

However in the interim, SEBI, while dealing with certain entities in case of market manipulation by issue of GDRs, had vide its ex-parte order No.WTM/PS/ISD/02/2011 dated September 21, 2011, which was later confirmed vide order dated December 30, 2011, directed a group Company, Cals Refineries Ltd. (Cals) not to issue equity shares or any other instruments convertible into equity shares or alter capital structure in any manner till further directions in this regard. Subsequently, SEBI vide its letter No. CFD/DIL/ISSUES/ SP/RG/OW/3382/2012 dated February 7, 2012 informed our Merchant Banker that, as Cals, a group Company has been directed not to issue any equity shares or alter their capital structure in any manner till further directions in this regard, the Company is not satisfying the eligibility criteria as provided in Regulation 4(2)(a) and 4(2)(b) of the ICDR regulations and hence is not eligible to proceed with the Rights Issue till directions against Cals are in force.

The Company had filed an appeal to SAT against the aforesaid direction of SEBI but the Company's appeal has been dismissed by SAT In view of this, the Company now proposes to proceed with the Rights Issue as and when Cals is exonerated from the charges.

HIVE OFF:

In order to proceed at a faster pace with the implementation of the project, the Board of Directors, have approved the hiving off of the Cuddalore Power Project to our wholly owned subsidiary M/s SRM Energy Tamilnadu Pvt. Ltd., as per the Scheme of arrangement under section 391 to 394 of the Companies Act, subject to receipt of necessary approvals.

DIVIDEND

As the Power project is under implementation and there is no operating income, your directors are not in a position to recommend any dividend.

DIRECTORS

Mr. B.S. Rao, Director of the Company resigned from the Board on September 27, 2011. Your directors record their appreciation for the services and support rendered by him during his tenure on the Board of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Sudarshan K. Parab retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment at the ensuing Annual General Meeting of the Company.

Brief profile of the Director proposed to be reappointed as required under Clause 49 of the Listing Agreement is annexed to the Notice of Annual General Meeting forming part of this Annual Report.

SUBSIDIARY COMPANY & RELATED COMPLIANCES

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its accounts, the Director's Report, Balance Sheet and Profit and Loss Account etc. of each of its subsidiaries.

Your Company has one wholly owned subsidiary company viz. "SRM Energy Tamilnadu Private Limited, which does not have any operations at present. Hence, the Board of Directors have decided to avail the general exemption granted by the Ministry vide its General Circular No. 2/2011, dated February 08, 2011 under section 212(8) of the Companies Act, 1956.

Accordingly, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the aforesaid wholly owned subsidiary for the year ended March 31, 2012 have not been attached with the financial statements of your Company. However, the annual accounts of the subsidiary company and the related detailed information are available to the shareholders of the Company seeking such information at any point of time. The annual accounts of the subsidiary company are kept for inspection by any shareholder at the Registered office of the Company and a note to the above effect has been included in the annual report of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public pursuant to Section 58-A of the Companies Act, 1956.

THE CORPORATE GOVERNANCE CODE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance is annexed as part of the Annual Report.

DEMATERIALISATION OF SHARES

In terms of the notification issued by SEBI, the Company has dematerialized its shares with both the depositories CDSL and NSDL.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Director's affirm that the audited accounts containing the financial statements for the Financial Year 2011-12, are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and the results of operations.

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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/loss of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior Management and Employees of the Company. This code is based on fundamental principles, viz. good corporate governance and good corporate citizenship. The Code covers Company's commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly work place, transparency and accountability and legal compliance.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, Mumbai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that, their appointment, if made, by the Company for the year 2012-13 will be within the limit prescribed under Section 224 (1-B) of the Companies Act, 1956. The Board of Directors recommend their reappointment.

AUDITORS' OBSERVATIONS

The Company's Auditors have drawn attention to Note 28 of the financial statements with regard to the preparation of financial statements on a going concern assumption. The management is of the view that though the Company's net worth has been substantially eroded and it is incurring cash losses, the Company would turn around with the power project becoming operational. The Company's present assets are adequate to meets its liabilities. In addition, the Promoter is also committed to provide necessary funding to meet the Company's liabilities.

PARTICULARS UNDER SECTION 217

Since no employee is receiving remuneration in excess of limit specified under the provisions of Section 217 ( 2A) of the Companies Act. 1956 . read with the Companies (Particulars of Employees) Rules, 1975, Statement of particulars of employees do not form part of the report.

Statement of particulars under Section 217(1)(e) regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company.

Details of foreign exchange outgo are set out in note No. 19 of the Financial Statements. There have been no Foreign Exchange earnings during the current year and previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai. Chairman

Dated: July 25, 2012.

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Mar 31, 2011

The Directors present herewith the Twenty Fourth Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

Description Year Ended Year Ended

31-03-2011 31-03-2010

Other Income 0.48 0.03

TOTAL INCOME 0.48 0.03

Profit / (Loss) before

Depreciation and Interest (38.12) (3.65)

Depreciation & Amortisation

Interest 2.42 -

ProfitV(Loss) from Ordinary

Activities before tax (40.54) (3.65)

Tax Expenses - -

Net Profit/(Loss) from Ordinary

Activities after tax (40.54) (3.65)

Extra-ordinary Items - -

Net profit/(Loss) for the year (40.54) (3.65)



OPERATIONS

The Company is in the process of setting up Super Critical Thermal Power Project of 3X660 MW i.e. 1980 MW capacity in Tamilrradu and there are no other operations at present. As such the related expenses incurred during the current period are considered as pre operative expenses pending allocation to the power project.

The Company is in the process of completing the acquisition of the required land. The Company has also submitted application for allotment of Govt: Land falling within the site premises and the same is under process. International Competitive Bidding (ICB) process for award of EPC contract for the project has been successfully completed with the award of EPC contract to China Datang Technologies & Engineering Co. Ltd. (CDTE), a specialized engineering corporation and EPC contractor in China and a subsidiary of China Datang Corporation (CDC), the largest power utility in China. CDTE has been awarded the Letter of Intent (LOI) for supply of 3 (Three) Thermal Power units of 660 MW each based on Super Critical Technology on Turnkey EPC basis at a value of US$ 1.4 billion on 15th December 2010 in the august presence HE Mr. Wen Jiabao, Honble Premier of the Peoples Republic of China. The power plant will be completed in 51 months from the commencement of construction, with the first unit being commissioned in 39 months and will comply with the latest CEA guidelines on efficiency norms.

In the same meeting SRM has also signed a Tripartite Memorandum of Understanding (MOU) with CDTE and Industrial and Commercial Bank of China (ICBC), the largest wholesale, retail and the leading investment bank in China with highest market value throughout the world, for financing the export buyers credit to the extent of 85% of the EPC contract value backed by insurance from China Export & Credit Insurance Corporation.

The Company has signed an MOU for supply of 7 million tons of Coal from mines located at Mozambique and Malawi, Africa. This MOU along with the existing agreement with Indonesian party for supply of 5 million tons per annum with an option to increase the same to 6.0 million tons per annum will be sufficient to meet the requirements of the project. The Companys application to the Ministry of Coal, Govt, of India for domestic coai linkage for blending is also under its active consideration.

On February 08, 2011 "The Expert Appraisal Committee on Environmental Impact Assessment of Thermal Power and Coal Mine Projects" has recommended for Environmental Clearance for 3X660 MW Super Critical Power Project of the Company. We expect the formal approval from the Ministry within a short time. The Company has also received In principle clearance from the Railway authorities for crossing of Railway lines (for laying overhead Coal Conveyor and underground Sea water pipeline).

The Company has signed an MOU with Cuddalore Port Company Pvt. Ltd. for availing port services from their upcoming port at Cuddalore, which is at a distance of 8 kms from the plant site. As a backup arrangement, an MOU has also been signed with Karaikal Port Company Ltd. for availing Port services for import of Coal.

The promoters of the Company have infused an amount of Rs. 4451.35 lacs upto March 31, 2011 in the form of Share Application Money, which will not be withdrawn from the Company till the required Equity is in place.



DIVIDEND

As the Power project is under implementation and there is no operating income, your directors are not in a position to recommend any dividend.

DIRECTORS

Mr. Sudarshan K. Parab and Mr. Gagan Deep Kumar Rastogi have been appointed as the additional Directors on the Board of your Company with effect from July 08, 2010 and February 11, 2011 respectively. As per the provisions of Section 260 of the Companies Act, 1956 Mr. Sudarshan K. Parab and Mr. Gagan Deep Kumar Rastogi will hold office up to the date of the ensuing Annual General Meeting of the Company.

Your Company has received the notices under section 257 of the Companies Act, 1956 together with the requisite deposits from the shareholders, in respect of Mr. Sudarshan K. Parab and Mr. Gagan Deep Kumar Rastogi, proposing their appointments as the Directors on the Board of the Company. The Resolutions seeking approvals of the members for their appointments as Directors have been incorporated in the Notice Convening the Annual General Meeting.

Mr. Deep Kumar Rastogi, Director of the Company resigned from the Board on February 11, 2011. Your directors record their appreciation for the services and support rendered by him during his tenure on the Board of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company,

Mr.Srinivasan Parthasarathy retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment at the ensuing Annual General Meeting of the Company.

Mr. D. Sundararajan, Director & CEO of the Company has been appointed as the Managing Director & CEO of the Company w.e.f. July 08, 2010. The Resolutions seeking approval of the membersfor his appointment as Managing Director & CEO of the Company has been incorporated in the Notice Convening thS Annual General Meeting.

Brief profile of the Directors proposed to be appointed / reappointed as required under Clause 49 of the Listing Agreement are annexed to the Notice of Annual General Meeting forming part of this Annual Report.

PROPOSED RIGHT ISSUE OF THE COMPANY

The Company has filed draft offer letter on August 17, 2010 with the Securities and Exchange Board of India (SEBI) & Bombay Stock Exchange (BSE) for issue of 5,88,90,000 Equity Shares of Rs. 10/- each at Par on a Rights basis to the existing Equity shareholders of the Company in the ratio of 65 (Sixty Five) equity shares for every 10 (Ten) Equity Shares.

In principle approval from BSE has been received vide their letter dated August 31, 2010. The final observation letter no. CFD/DIL/ISSUES/SP/RG/OW/4698/2011 dated February 08, 2011 has been received from SEBI. However SEBI, in their observation letter have directed the Company not to adjust the unsecured loans of the promoter of the Company against the allotment of shares against their entitlement and also against the shares to be allotted as a result of the renunciation or the unsubscribed portion in the Rights Issue.

The Company filed an appeal before the Honble Securities Appellate Tribunal, (SAT) Mumbai, India, against the above directions given by Securities and Exchange Board of India ("SEBI").

SUBSIDIARY COMPANY & RELATED COMPLIANCES

Your Company has one wholly owned subsidiary Company viz. "SRM Energy Tamilnadu Private Limited. As per Section 212 (1) of the Companies Act, 1956, the Company is required to attach to its accounts, the Directors Report, Balance Sheet and Profit and Loss Account etc. of each of its subsidiaries.

As the consolidated accounts present a complete picture of the financial results of the Company and its subsidiary, the Board of Directors have decided to avail the general exemption granted by the Ministry vide its General Circular No. 2/2011, dated - February 08, 2011 under section 212(8) of the Companies Act, 1956.

Accordingly, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of the aforesaid wholly owned subsidiary forthe year ended March 31, 2011 have not been attached with the financial statements of your Company. However, the annual accounts of the subsidiary Company and the related detailed information are available to the shareholders of the holding and subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company are kept for inspection by any shareholder in the Registered office of the holding company and of the subsidiary company concerned.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public pursuant to Section 58-A of the Companies Act, 1956.

THE CORPORATE GOVERNANCE CODE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance is annexed as part of the Annual Report.

DEMATERIALISATION OF SHARES

In terms of the notification issued by the Securities and Exchange Board of India (SEBI) the Company has dematerialized its shares with both the depositories CDSL and NSDL.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors affirm that the audited amounts containing the financial statements for the Financial Year 2010-11 are in conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and the results of operations.

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:.

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed and that there are no material departures therefrom.

b) The Directors had selected such accounting policies, 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 / loss of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior Management and Employees of the Company. This code is based on fundamental principles, viz. good corporate governance and good corporate citizenship. The Code covers Companys commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly work place, transparency and accountability and legal compliance.

AUDITORS

M/s Haribhakti & Company, Chartered Accountants, Mumbai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that, their appointment, if made, by the Company for the year 2011-12 will be within the limit prescribed under Section 224 (1-B) of the Companies Act, 1956. The Board of Directors recommends their appointment.

AUDITORS OBSERVATIONS

The Companys present assets are adequate to meets its liabilities. Further, when the proposed Right Issue of Rs.5889 lacs are completed the Net worth would improve. In addition the Company is in the process of raising resources from promoters and investors towards Equity requirements of the project and expects the Net worth to improve substantially once the equity raising is completed. The management is of the strong view that once the power project, which is being set up by the Company becomes operationaiized, the Company would turnaround and the net worth would also improve.

PARTICULARS UNDER SECTION 217

Since no employee is receiving remuneration in excess of the limit specified under the provisions of section 217 (2A) of the companies Act, 1956, read wich the Companies (Particulars of employess) Rules 1975, statement of particulars of the employees do not form part of the report.

Statement of particulars under Section 217(1)(e) regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company.

Details of foreign exchange outgo are set out in note No. B-11 of schedule 9 to the Accounts. There have been no Foreign Exchange earnings during the current year and previous year.



The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

APPRECIATION

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors

Place: Mumbai. Chairman

Dated: April 18, 2011.

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Mar 31, 2010

The Directors present herewith the Twenty Third Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS: (Rs. in Lacs)

Description Year Ended Year Ended 31-03-2010 31-03-2009

Gross Sales - 55.37

Less: Excise Duty - -

Net Sales - 55.37

Other Income 0.0 30.72

TOTAL INCOME 0.03 56.09

Profit / (Loss) before Depreciation and Interest (3.65) (24.27)

Depreciation (Net of Revaluation Reserve)& Amortisation - -

Interest - 0.11

Profit/(Loss) from Ordinary Activities before tax (3.65) (24.38)

Tax Expenses - 0.10

Net Profit/(Loss) from Ordinary Activities after tax (3.65) (24.48)

Extra-ordinary Items

Net profit/(Loss) for the year (3.65) (24.48)

OPERATIONS:

The Company is in the process of setting up Thermal Power Project of 1600 MW - 2000 MW capacity in Tamilnadu and there are no other operations at present. As such the related expenses incurred during the current period are considered as pre operative expenses pending allocation to the power project.

The promoters of the Company have infused an amount of Rs.3896.55 lacs upto 31st March 2010 in the form of unsecured loans, which will not be withdrawn from the Company till the required Equity is in place.

The Company is in the process of acquiring the required land and is in the process of finalizing the EPC contract. Depending on the unit size finalized, the capacity may be of 1800 MW or 1980 MW (3X600 or 3X660 MW). The Company has received approval from the Airports Authority for Chimney height clearance and has also received in principle approval from Tamilnadu Maritime Board for drawal of sea water.

The Promoters of the Company have teamed up with Al Kharafi Group of Kuwait and Al Mel Investment KSC, one of its investment arms for a joint investment in the Project. Al Kharafi group have agreed to become the co-sponsor of the project. The Al-Kharafi family is one of Kuwaits principal merchant dynasties in the Middle East with the group being founded over 100 years ago. The group presently has interests in 34 countries covering various sectors such as Contracting, Investment, Industry and Manufacturing, Trading, Tourism and Aviation etc.

The Promoters ,and the Company have mandated one of the leading international banks and the investment arm of the Kharafi group as placement agents for private placement of Equity, who have already commenced the placement process. The Company plans to appoint one of the leading domestic banks / institutions for tying up the debt requirements of the project.

DIVIDEND:

As the Power project is under implementation and there is no operating income, your directors are not . in a position to recommend any dividend.

DIRECTORS:

Mr. Deep Kumar Rastogi retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Vini Ahuja who retires by rotation as required under the Companies Act 1956, though eligible to be reappointed, has not offered himself for reappointment and accordingly, retires at the ensuing Annual General Meeting. Your directors do not propose to fill the vacancy caused by the retirement of Mr. Vini Ahuja. Your directors record their appreciation for the services and support rendered by Mr. Vini Ahuja during his tenure on the Board of the Company.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public pursuant to Section 58-A of the Companies Act, 1956.

THE CORPORATE GOVERNANCE CODE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance is annexed as part of the Annual Report.

DEMATERIALISATION OF SHARES:

In terms of the notification issued by the Securities and Exchange Board of India (SEBI) the Company has dematerialized its shares with both the depositories CDSL and NSDL.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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/loss of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CODE OF CONDUCT:

The Code of Conduct, as adopted by the Board of Directors is applicable to all Directors, Senior Management and Employees of the Company. This code is based on fundamental principles, viz. good corporate governance and good corporate citizenship. The Code covers Companys commitment to sustainable development, concern for occupational health, safety and environment, a gender friendly work place, transparency and accountability and legal compliance.

AUDITORS

IWs Haribhakti & Company, Chartered Accountants, Mumbai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that, their appointment, if made, by the Company for the year 2010-11 will be within the limit prescribed under Section 224 (1-B) of the Companies Act,1956. The Board of Directors recommends their appointment.

AUDITORS OBSERVATIONS:

The Companys present assets are adequate to meets its liabilities. The management is of the strong view that once the power project, which is being set up by the Company becomes operationalized, the Company would turnaround and the net worth would also improve. The promoters of the company have also undertaken to infuse the required funds to pay the outstanding TDS amount of Rs.21.38 lacs.

The Company is in the process of raising resources from promoters and investors towards Equity requirements of the project and expects the Net worth to improve substantially in the next financial year.

PARTICULARS UNDER SECTION 217

Statement of particulars of employees under Section 217(2A) of the Companies Act, 1956 is annexed to this report. Statement of particulars under Section 217(1)(e) regarding Conservation of Energy and Technology Absorption are presently not applicable to the Company. Details of foreign exchange outgo are set out in note No. B- 5 of schedule 11 to the Accounts. There have been no Foreign Exchange earnings during the current year and previous year.

ACKNOWLEDGEMENTS:

The Directors acknowledge with gratitude and place on record their appreciation of the support and co-operation received from Companys Banks, vendors and employees.

For and on behalf of the Board of Directors

D Sundararajan

Director Place: Mumbai Dated: April 08, 2010