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    The Twenty Third Annual General meeting of the members of SRM Energy Limited will be held on Monday. May 17, 2010 at 11. A.M. At Kilachand Halt IMC Building, tMCMarg. Churchgate, Mumbai -400020 to transact the following business: 1. To receive, consider and adopt the Audited Accounts for the year ended March 31 t 2010 together with Directors' Report and the Auditors' Report thereon. 2. To appoint a director in place of Mr. Deep Kumar Ras

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    The Twenty Third Annual General meeting of the members of SRM Energy Limited will be held on Monday. May 17, 2010 at 11. A.M. At Kilachand Halt IMC Building, tMCMarg. Churchgate, Mumbai -400020 to transact the following business: 1. To receive, consider and adopt the Audited Accounts for the year ended March 31 t 2010 together with Directors' Report and the Auditors' Report thereon. 2. To appoint a director in place of Mr. Deep Kumar Ras

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    37 vues35 pages

    Ar 910

    Transféré par

    adusumalliramani
    The Twenty Third Annual General meeting of the members of SRM Energy Limited will be held on Monday. May 17, 2010 at 11. A.M. At Kilachand Halt IMC Building, tMCMarg. Churchgate, Mumbai -400020 to transact the following business: 1. To receive, consider and adopt the Audited Accounts for the year ended March 31 t 2010 together with Directors' Report and the Auditors' Report thereon. 2. To appoint a director in place of Mr. Deep Kumar Ras

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    7A SRM ENERGY LIMITED (Formerly Hitkari Fibres Limited) 23rd: Annual: Report 2009-2010 NOTICE ACI NOTICE is hereby given hat the Twenty Third Annual General Meeting of the members of SRM Energy Limited will be held on Monday, May 17, 2010 at 41.30 AM. at Kilachand Hall, IMC Building, IMC Marg, Churchgate, Mumbai ~400020 to transact the following business: ORDINARY BUSINESS 1, To receive, consider and adopt the Audited Accounts for the year ended March 31, 2010 together with Directors’ Report and the Auditors’ Report thereon. 2. To appoint a director in place of Mr. Deep Kumar Rastogi wha cetra’s by rotation and being éligitte, offers himself for reappointment. 3. To appoint Auditors to hold office from the conclusion of this Meeting unt the conclusion of the nest Annual General Meeting and to fx their remuneration. By Order of the Board For SRM Energy Limited Sanjeevlata Samdani ‘Company Secretary Place: Mumbai Dated: Apri 08, 2010 Shi ENERGY UTED “2 NOTICE. NOTES: 4. - AMEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE {NSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. The proxy form duly completed and signed should be deposited at the Ragistered Office of the Company not'tater than 48 hour’ before the meeting. A form of proxy is given at the end of the ‘nawal Repor. 3, All documenis referred {c in the accampanying Notice are open for Inspection at the Registered Office of the Compgny between 10.30 a.m. to 12.39 p.m, on all working days except Saturday and holidays upto the date of the Annual. Generat Meeting, 4, ‘Tha Register of Members and Share ‘Transfer Bdoks of the company will remain closed from Monday, May 19, 2010 to Monday, May 17, 2010 (both days inclusive), 5. Queries on accounts and operations of the Company, if any, may piease be sent to the Company soven days in advance of the meeting S0 that the anewere mey be made available at the meeting. 6. Members / Proxies who attend the meeting are requested to bring the enclosed attendance slip, duly filled and deliver the same at the entrance of the meeting hall. 7. Members are requested fo bring their copies of Annual Report at the time of attending the Meeting, 8. Members who are haldiag Company's shares in demateralised from are requested to bring details of their DP and client (O number fer identification, @. CLAUSE 49:0F THE LISTING AGREEMENT Brief profile of directors sacking reappointment at the forthcoming Annual General Meeting {item no.2, of the Notice) Mr. Deep Kumar Rastogt Je is the Promoter Director of the Carin’ He is part of the Rastogi family which is into import and trading of various chemicals into India and marufectse of various industrial products for more than 100 years. He is & renowned industrialist having more then 40 years experience and set up various projects, He is on the Board of various Compares. By Order of the Board For SRM Energy Limited Sanjeeviata Samdant Company Secretary Place: Mumbat Dated: April 0B, 2010 }2 2c Annual Raport 2000-2018 DIRECTORS’ REPORT ‘Tho Directors present herewith the Twenty Third Annual Report together with the Audited Accounts of ‘the Company for the year ended March 31, 2010. BNANGIAL SESULTS: (Rs. In Lacs) Description Year Ended [~Vear Ended 31-03-2010 | 31-03-2000 Gross Sales, : 35.37 Less: Excise Bul : - Not Sales zs 38.37 Other Income 0.03 O72 TOTAL. INCOME ; 0.08 30.09 | roft/ (Loss) before- Depreciation and Interest (2.85) (24.27) | [Depreciation (Net of Revaluation Reserve)& Anemisation | - interest 7 ont Proft(Lass) trom Ordinary Activities before tax (3.85) (24.38) Tax Expenses He - 0.10 | Net Profiti(.oss) from Ordinary Activities afier tax 6.65) (4.48) | Extracordinary items : - {Met proftii.oss) tor the year 7 (3.65) Paes) OPERATIONS: ‘The Company Is in the process of setting up Thermal Power Project of 1600 MW - 2000 MW capacity in Tarninadu and there are no other operations al 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 2040 in the form of unsecured toans, which will not be withdrawn from the Compacy till the required Equity te in place. The Company is in the process of acquiring the required tand and iS in tne process of finalizing the EPC contact. Depending on the unit size finalized, the capacity may be of 1800 MW or 1980 MW (3X600 ‘of 8X660 MW). The Comoany has received approval from the Airports Authority for Chimney heght clearance and has also received in principle approval from Tamilnadu Maritime Board for drawal of s water. The Promoters of the Company have teamed up with Al Kharafi Group of Kuwait and Al Mel Investment KSC, one of is investment arms for a joint investment In the Project. Al Kharafl group have agreed to become the co-sponsor of the project. The AL-Kharafi family is one of Kuwait's principal merchant dynasties in the Middle Eastwith the group being founded over 100 years ago. The group presently has interests in 94 countries covering various sectors such as Contracting, Investment, Industry and Manufacturing, Trading, Tourism and Aviation ste. The Promoters and the Company have mandated one of the leading intemational banks and the \exéetment arm of the Khare group as placement agents for private placement of Equily, who have ready conimenced the placement process, The Company plans to appoint one of tho leading domestic banks / institutions for tying up the debt requirements of the project. ‘SRM ENERGY LIMITED __f DIRECTORS’ REPORT 7 une: As the Power project is under implementation and there Is no operating income, your dicectars are not ina position to recommand any sividend. DIBECTORS: Mr, Deep Kumar Rastogi retires vy rotalion at the ensuing Annual General Meating and veing eligible, offer himselt for seappointment. Wr. Vini Ahuja wio retires by rotation as cequited under the Companies Act 1956, though eligible to ve reappointed, has not offered himself for reappointment and accordingly, retires at the ensuing Annual General Meeting. Your directors da ot propose to fil the vacancy caused by the retirement of Mr. Vini Ahuja, Your directors cacord their appreciation for the services and support rendered by Mr. Vini Ahuja during his tecure of the Board of the Company. FIXED DEPOSITS: During the year under review, the Company has not accepted any deposits from the qublic pureyant to Section 58-A of the Companies Act, 1956, ‘iE CORPORATE GOVERNANCE GODE: Pursuant tg Clause 48 of the Listing Agreement with the Stock Exchange, @ compliance report on Corporate Goremance 18 annexed as part of tha Annual Report DEMATERIALISATION OF SHARES: tw terms of the notification issued by the Securities and Exchange Board of India (SEBS) the Company has dematesialized fs shares with both the depositories COSL end NSO, DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 4960 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 reialing to material departures. b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prodemt 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 profivioss of the Company for that period. «} The Directors had ken proper and sufficient care for the maintenance of adequate accounting ‘eos in accordance ith the provisions of the Companies Ae, 1956 for safeguarding the assets ‘9 the: Company and for preventing and detecting feaud and other inregularties. ) The Dictére'had, preperee the sida) accounts on @ ving concer basis. SODE OF conpucT: “* The Code of Conduct, a6 adopted by the Board of Directors is applicable ta all Directors, Senior Managemét and Employees of the Company. This code is based on fundamental principles, viz. good ‘comporate goverience-and good corporate citizenship. The Code covers Company's comment to sustainable development, concem for occupational health, safety and enwlronment, 8 gender friendly Wwark place, (Fensparency and accbuntabilly end legal compliance. wo 2rd Annual Report 2009-2010 DIRECTORS’ REPORT 7 AupiToRS: Mis Haribhakti & Company, Chartered Accountants, Mumbai, the Auditors of the Company hald office nil the Conclusion of the ensuirtg Annual General Meeting. The Company has received a letter from them to the effect thal, their appointment, 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 Company's present assets are adequate to meats its liatililes. 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 Tunes to yay 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 Not worth to improve substantially in the next financial year. NDI N27 Statement of particulars of omployees 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 aot applicable to the Company. Details of foreign exchange outgo are set out in note No. 8: 5 of schedule 11 to the Accoun's. 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 Company's Banks, vendors and employees. For and on behalf of the Board of Directors D Sundararajan Director ANNEXURE TO THE DIRECTORS’ REPORT PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 Name and Remuneration] Qualification | Date of Tastemployment | Designation (Gross) ‘and experience | Commencement | held | of employment Ravishankar, 1,970,414 (*) MBA with December 12, ‘Adani Power Chie! PeopleOrticer Personnet_ | 2008 Limited Management, \ Weyer (*) Part of the year (up to 16-09-2009) ‘SRM ENERGY LIMITED Ere ere CERTIFICATE To, ‘The Members SRM Energy Limited, Muribai We have examined the compliance of conditions of corporate governance by SRM Energy Limited for the year ended March 31, 2010 as stigulated in Clause 49 of the Agreements of tho said Company with stock exchariges in India, The Compliance of conditions of Corporate Governance is the responsiblity of the management, Our examination was lnitad to procedures and implementation thereof, adopted by thé Company for ensuing the compliance of the conditions of the Corporate Governance. It neither an audit nor an expression ‘of opinion on the financias statements of the Company. tevouriopinion and tothe best of our information and explanation given to us, we ceitiy that the Company has complied: withthe conditions of Corporate Govemance as étipulated in the above mentioned Listing ‘Agreement. ‘On the basis of representation seceived from Registrars and Share Trensfer agents and es pet the records mainiained by the Company which aro presented to the Share Transfer Committee, wo state {hat during the year ended March 32, 2020 no investor grievances are pending for a period exceeding cone month We further state that euch compliance Is neither an assurance as to the future viablty of the company nor the efficiency or effectiveness with which the management has conducted the alfairs of the Company. For Paka) & Associates ‘Company Secretaries Place: Mumbai Pankal §. Desai Dated: April 08, 2010 Sole Proprietor EDICEO CERTIFICATION ‘This is to certify to the Boar that : a) The Financial Statements and the Cash Flow Stalément for the period have been reviewed and to the best of my knowledge. and belief are true and fair view of the company’s affairs. b) To the best cf my knowledge and’ belief, no transactions entered are fraudulent, blegal or violate the Company's Code of Conduct ©) | accept the responsibility of establishing and maintaining intemal controls for the financial report ‘and that | have evaluated the effectiveness, disclosing the deficiencies to the Auditors an the Audit Comymittze, and take steps or gropased 10 take stops: to, cecity.thase ‘deficiencies. 4) | indicated fo the Aucitors and the Audit Commites i) Significant changes in the internal Control Process during the period. ii) Significant changes in Accounting policies li) Instances of significant fraud of which | have become aware. Place: Murnbel 9. Sundararajan Dated: April 08, 2010 Director bc | Bird Annual Report 2008-2000 MANAGEMENT DISCUSSION AND ANALYSIS. ACE Business Review: india is one of the fastest growing economies globally and has grown al an-average rate of around 8.2% during the last five years. During the 11th five year plan (2007-12) Indian alms at sustainable GDP growth rate of around. 9%. The power sector has been recognized by the Govt. of India 26 2 key infrastructure to attain this growth rate and under oleventh plan, out of the otal investment in infrastructure the power sector is expected 10 altract nearly one-third Tho Indian power sector has grown sigrfcantly in size and capacity since India's independence in 1947, Generation capacity, which was only 1,262 MW at the time of independence, has increased to around 157200 MW as on February 28, 2010. Despite exponential growth in capacity, per capita ‘annual consumption of electticity in India remains one of the lowest in the world at approximately 04 kWh / capita during FY 2007-08, as compared to the estimated per capita annual consumption, of over 2,040 kWh in China and nearly 13,516 kWh in the USA and world average of 2750 kWh. ‘The Government of India has set a vision of achieving ‘Power for Al by 2012, when the peak power demand and total energy demand is expected to reach around 162,700 MW and 968 Biion units, respectively (as por 17th Electric Power Survey (EPS') by Central Electricity Authority (CEA’)). By the year 2016-17, peak demand is expected fo touch 218,209 MW and energy requirement 1,392 Billion Units. The Country faces a peak demand-supply gap of more than 12.6 percent on an overall basis. In the recent past, the Indian power sector has been growing at a pace much below the required levels. During the period April 2009 to February 2040, against targeted capacity addition of around 114500 MW(out of which Thermal capacity was targeted at around 13000 MW), the capacity adcitions have been only around 7500 MW’ (out of which thermal plants contributed about 7200 MW). However, the Govt. of india has taken significant measures such as restructuring of the slate electricity boards, requlatory policy intervention etc. The Govt. has also liberalized policies relating to generation, transmission and distribution lines. With the initiative taken by the Govt. to restructure the power sector the industry is expecting major cepacity additions to come from the Govemment of India ‘as well as increasingly from the private sector. Whilst the private sector has historically accounted for a small share of total capacity (in particular with respect to coal-powered thermal energy), this trend is expected to be reversed over the next decade as historic limitations and regulatory burdens are being removed. The power requirement of Souther India, consisting of the states of Andhra Pradesh, Karnataka, Kerala, Tail Nadu and Union Territory of Puducherry, is met by the power generated by state utilities, Independent Power Producers (1PPs') and the state's share in the power generated by the central soctor power stations, The total installed capacity in the Southem region as on September 2009 was round 41,600 MW with @ peak deficit of 9.5% and normative deficit of 6.2% during the period April 2009 to September 2009. ‘The total capacity addition during the Xith Five Year Pian is expected to be around 76,700 MW ‘out of which thermal based pows” is expected to contribute around 59,700 MW, Under various growth scenarios, the capacity addition required during 21h plan would be in the range of 70,800 - 107,500, MW, based on normative paramelers. The ‘1th Plan Working Group recommends @ capacity addition ‘of 82,200 MW for the 12th Plan based on the scenario of 9 percent GOP growth rate and an elasticity of 08 percent, ‘SRM ENERGY LIMITED. a MANAGEMENT DISCUSSION AND ANALYSIS. 7A Recent Developments and Opportunities: ‘The National Tarif poficy deals with vesious parsmeters with respect to fixation of tari, like providing adequate reluin on iavestment to the power generator and ensuring reasonable user charges for the customars. The policy moots the procurement of power separately for base and peak load roqutements end introduction of diferetial tarifs for yeak and offpeak hours, Tor better load reanagement. The National Electricity Policy and the National Tasit Polity have clearly defined the fimelable for implementing further reforms (9 Boost the’ development in the sector Trading opportunities « With the impetus given to power trading under the Etectieity Act tne quantuen of power traded is going up significantly and expected to shaw an exponential growth in the coming years. Trating, activity 1s helping the elgctricity market in syany ways, Through trading short term ‘emand supply mismatch can be bridged at market determined prices. Also, IPP can sell their power as per provaliing market piices Instead of pre-determined prices Tor long ferm contracts, thereby taking dvantage of, short term demand supply mismatches, Congequentl, trading artiviy has increased: attractiveness of the power Sector to private players. With the evalution, of the trading environment, both the volume and sale price of traded electricity has increased over the years. In 2007, nearly 48% of the electricity traded was at INR 4 -'5 per kWWK, whereas inthe period April to June 2008, 99% of total traded electricity was traded at INR 6.60 - 8.50 per KWh. For the yeer 2008 1 2009, the weighted average price of electlcty (reded increased further to INR 7.91 (Source: ERC). : Key Risks: While Regulatory end Political Issues always pose a risk in a developing country ike ours, environmental Issues are assuming greater Importance due to increased awareness about global ‘warming. Each country 1 forced to come out with significant reductian in emission tevels. Project at Cuddalore: ‘Te Company is in te process of finalizing the EPC contract. Depending on the unit size finalized, the capscity may be of 1800 MW or 1980 MW {3X800 or SX6E0 MN). ‘The promaters of the company have teamed up with Al Kharali Group of Kuwait and Ai Ma Investment KSC, ane of ts investment arms for @ joint investment in the Project. Ai Knaral group have agreed {© become the co-sponsor of the project. The Al-Kharalt femtly is one of Kuwait's principal merchant synastios in the Middle East with the group being founded over 100 years ago. The group presently thas interests in 34 countries coveriag various sectors suci as Contracting, Investment, Industry and Manufacturing, Trading, Tourism end Aviation etc. ‘The promoters and the Company have mandated one of the leading international banks and the ‘investment arm of the Kharai group as placement agents for private placement of Equity, wha have already commenced the placement process. The company plans fo appoint one of the teading domestic. banks / institutions for tying up the debt requirements of the project. ‘The company has received approval from the Ainports Authority for Chimney height clearance end has also received in principle approval from Taminady Maritime Board for drawal of sea water. The ‘company has also. submitted applications to the Ralivay end Road Authorities for crossing of the Railway tracks and Highways. uw 2rd Annual Report 2008-2010 ‘CORPORATE GOVERNANCE 7AREE ‘Tho Company Is in compliance with clause 49 of its listing agreements with the BSE and the Indian corporate governance rules applicable to it. 4. Gompeny's Philosophy on Gade of Governance Your Company believes that good corporate governance practice ensures the attainment of the highest levels of transparency, accountability and equity in al facets of is operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and the lenders. 2. Board of directors ‘The Board of Directors consists of § directors, Composition and category af Directors is as follows: Name Position Mr. D. Sundararajan Executive Professional Director ‘Mr. Stinivasan Parthasarathy Non-Executive Independent Director Mr Vin Ahuja Non-Executive Independent Director Mr. Baral Srinivasa Rao Non-Executive Independent Director ‘Mr. Deep Kumar Rastegh Promoter Director 2. Atflendance of each Director-at the Board mactings, last Annual General Meeting and Number of other Directorship and Chairmanship/Membershin of Committee of each Director in various companies: Name of Director ‘Attendance Particulars No. of other Directorship 7 Chairmanship(s) Board. Committees of other Companios Board, [Lest AGM ‘Other Committee . Meeting Directorship(s) # | Memborship(s) ##f Mr. Bantval Srinivasa Rao, 4 Yes 4 1 (a8 Chairman) Ur. 0. Sundararajan 4 Yes. Nil Nil ‘Me. Vin Anja 2 Yes 2 Nil MrSrinivasan Parthasaralhy 2 Yes Nil Nil ‘Mr. Deep Kumar Rastogh 1 No 1 2 (including 1 as Chairman) ‘#The Directorship held by Ditoctors as mentloned above, do not include Aiternate Directorship and Directorships of Foreign Companies, Section 25 Companies and Privata Limited Companies, 4## In accordance with the Clause 49, Membership / Chainnanships of only the Audit Commitees ‘end Shareholders!’ Investors’ Grievance Committee of all Public Limited Companies (excluding SRM Energy Limited) have boon coneldered. b, Number of Board Meetings held and the dates en which held: Four Board Meetings were held during the yesr. The dates on which the mectings were held are 26 follows: April 29, 2008, July 29, 2008, October 20, 2009 and January 22, 2070. 3. Board Gommittees Details of the Standing Committees of the Board and other related information are provided here under: ‘SRM ENERGY LIMITED H Soporte coveRnance — oO A vat. Comite: ‘omposion: The Board ofthe Company hae constived ah Audit Gore, which mos wth the requirements under, Section 202A of the Companies Act, 1956, comprising the'following:- Wr, BS.Rao | = «-Chaiman Mr. D Sundararajan = Member Mr. PSrinivasan, = Member Wis. Serjocvate Samdani fo the Secretary to to Auct Commitee, Objective: The Audit Committee assists the Board in its responsiblity for overseeing the quailty and Integtiy of the accounting, auditing and reporting practices of the company and.its Compliances with the legal and regulatory raquirerents, The Committee's purpose 1s 10 oversee the accounting and financial reporting process of the company, the audits of the Company's financial statements, the appointment, independence and perfomance of the slalutory audllors and the Comeany’s isk sranagemont policies, ‘Terms of Reference: The terms of reference / powers of the Audit Committee are ag follows: a. To oversee firdncial feporting and tistlosure process b. To recammend tha apnoinkment and remeval of statuiory auditors and decide their remuneration. ©. To review financial resulls and statements, before submission to the Board, focus primarily on- 1. Any change in accounting patties and practices, | -Malor accounting entries, based an exerdise of judgment by the management. M. Qualifications in the draft aut report IV. Significant adjustments arising out of the au V. Going concern assumption, Vi Compliance with. accounting standards. ‘VM, Compiance-with stock exchange and legal requirements concerning financial statements, Viti: Any elated: party transactions:i.e, transactions of thé Company’ of a! material naturé, with promoters of the management, their subsidiaries or relatives, etc, that may have potential Conflict with larger interests of the Carapany. 4. To oversze adequacy of itera! contol systems, . Réviewing adequacy o! feral aut function, coverage and fequehey of intemal abst epor, Discussion with internal auditors and concurrent auditors on any significant Gndings in their Teports > and follow up thereon. Discussion with extemal auditors betore audit commences, ag regards, nature ard scope of auclt, a8 well a5 faving post audit discussions to ascerizin any areas of concern, fh. Reviewing the Gampany’s Snanciat and risk management policies, Meetings: During the year, he Corvmities has met 4 times. The dates on which the meetings were held. are ag follows: Apri 29, 2009, July 29, 2009,.Oclabe20, 2009 and January 22, 2040. B. Shareholders’ and investors’ grievance committee Composition; The Board. of the Company has constituted a:Shareholderevinvestors: Grievance Committes,, comprising the following: ‘ Mr. B.5.R90 = Chairman Mr. D Sundararajan Member Mr. PStinivasan = “Member Terms of Reference: The Committee, inter-alia, appraves issue of duplicate certificates and versees and reviews all matters connected with the securities transfers, This committee alsa deals x 23rd Annwal Report 2008-2010 CORPORATE GOVERNANCE 7 BEE the matter related to share traiser, The Company has resslved all the complaint received from the shareholdérs during the year. The Boot hes Gexgnatd Mis, Sanbia Sandan, Compary Sasa os te Campane cor Remuneration Comm! Composition: The Board has consiuted the Remuneration Committee comprising the folowing We BS.Reo = Chatman Wie D, Sundararajan | Mombor Mr PSfinvasen = Member ‘Terms of Reference: the Remuneration Committee has been constituted to recommend/ review" remuneraton of the Managing Director and hae tiie Decors, bated on thelr performance and dined assosemont era owover, in vow of no business activ in ho Company, no-whole time actor i drawing any remuneraton from the Company. Details of remuneration pald to the Ditectors forthe year: ‘The aggregate value of salary and perquisite for the year ended 31st March 2010, to Whole Time Dretors Re. i ‘The non-oxecutves Directors have opi not 1 tako the siting fees forthe Board Meeting D. Employees Stock Compensation Committe (ECC) Composition: The Board has constiued the Employee Slock Compensation Commitee compris ing the following Mr. B.S.Rao + Chairman Mr. Doop Rastogi - Member Mr. Vini Abuja = Member Terms of Reference: ‘The Committee was formed inter alla to formulate detailed terms and.conditions of the Employees ‘Stock Option Scheme including: |. The quantum of options to be granted under Employees Stock Option Scheme per employee and in aggregate; il, The conditions under which option vested in employees may lapse ‘employment for misconduct; ili, The exercise period within which the employee should exercise the option and that the option would lapse on failure to exercise the option within the exercise period; iv. The specified ime period within which the empiovee shall exercise the vested options in the ‘event of termination or resignation of an omployee; The right of an employee to exercise all the options vested in him at.one time or at various points of time within the exercise period: vi. The procedure for making 2 fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as righfs issue, bonus issue, merger, sale of division and others; vil, The grant, vest and exercise of option in case of employees who. are on long teave; and vill, The procedure for cashless exercise of option, if any. 4. General Body Meetings @. Location and time for last 3 years General Meetings were: case of termination of SRW ENERGY LIMITED Oo CORPORATE GOVERNANCE: AC YEAR | AGM LOCATION. DATE THE, 2008-2007 |'AGM | Hikari House, Ground Flodr, 37.08.2007 | 14:30 a.m. 284, Sahid Bhegat Singh Fort, Mumbai-400001. 2607-2008} EGM | Kilachand Hall, IMC Bulking, IMG Marg, | 17.08.2008 { 11:30 am. Churchgate, Mumbai 400020 2007-2008 | AGM | Kilachand Hall, ING Building, JMC Marg, } 12.07.2009 | 12:00 Noon Churchgate, Mumbai ~400020 2008-2008] AGM) Kilachand Hall, IMC Bulking, IMG. Mara, | 28.09.2009 | 11:90 am. ‘Churchgate, Mumbai 490020 b. Details of Special: Resolution (s ) passed at General Mooting during last three years ‘Annual General- Meetings ( AGM ) ‘One Special Resolution was pessed at 22 Annual General Meeting held on23.09,2009 under section 17 and all other applicable aravisione. of the Companies Act, 1956, c. Extiaordinary General Mectings (EGH) No EGM was heid during the last financial yeer. Details of Resolution(s} passed thraugh postal ballot No Special Resolution was passed through postal ballat during the last financial year: 2) Disclosures on materially significant related party transactions ice. transactions of the Company of material nature, with Its promoters, the directors or the management, thoir subsidiaries or relatives, etc, that may have potential conffict with the interests of the ‘Company at targe. None of the transactions with any of the related parties were In confct with the interest of the Company. 1B) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock exchanges or SEBI, of any statutory authority on any matter related to capital markets, during the last thrée years, None Means of communication Quarterly results: The quarterly results are publistied Mumbai. General Shareholder Information 4." Annval General Meeting (For Financial Year 2009-2010) Date and Tinie May 17, 2010 at 411.30 am. Venue 2 Kilachard Hat IMC Building, WMC Marg, Churchgate, Mumbai -400020 fi, Financial Calendar {Tentative and subject to change) Froe Press Jounal and NavShakti, Financial Results for the Quarter ending June30, 2010 - sly 2010 ‘Financial Results for the. Quarter endirig September30, 2010 ‘Octaber 2010 Financial Results for the Quarter ending December31,, 2010 January 2011 Financial Results for the Quarter ending Marchat, 2014 ‘Sune, 2071 Aonaah General Meeting September 2044 iil, Books closure date Monday, May 10, 2010 to Monday, May 17, 2049 (Both days Inclusive). iv. Listing of Equity Shares Mumbai {a} Stock Coa ASE Code-523222 (b} Demat ISIN Numbers: ISIN No. INE 173/01018 In NDLICDSL for Eqiulty Shaves: w 22378 Annual Roport 2000-2040 ci CORPORATE GOVERNANCE 7 vi Stock Market Data: r Boribay Stock Exchange 1655) (n RS) ] Voume Moaths Month's High Price | Month’s Low Price | (No. of Shares) ‘Apr 2009 12,60 i130 | 3100) May 2009 42.44 10.60, 9600 June 2009 24.73 13.00) 24100 Jay 2009 2095 18.40 31000] ‘August 2008 26.00 7826 27600, September 2009. 29,80 22.40, 35500 ‘etober 2008 25.80 18.86 6300 November 200 9.00 17.00) 29300 December 2005 22.10 16.65 72400 January 2010 22.80 17.08 24200 ‘ February 2010 20,00 16.85 23200__| March 2016 77.85 15.65 3400 ‘Source: www.becindia.com ' vil, Registrar and Share Transfer Agents: Datamatics Financial Services Ld Plat N0.B-5, Part B Cross Lane, Andhori-East, Mumbai- 400083 Phone: 022-66712151-2188 Fax: 022-887 12184 Vili, Share Transfer System: Presently, the share transfers which are received in Physical form are processed and the share cettitcates ‘are rotumed within a period of 18 to,20 days from the date of ceneipt, subject to the documents being valid and complete in all respects. x, Distribution of shareholding a8 on March 31, 2040 Categories No. of Shares: ‘Non Resident indians/OCB ‘s2000 Financial Insitutions 0 Mutual Funds/UT} 305700 Bodies Corporatey 6607099 Resident Individuals 2115201 Total i ‘9060000, XV) Investors Corresponsence: For shares eld in ptysical form For shares held in Demat form (For tansted demateialization —Datamatis Financial Services Lid, ‘To the deposiery Partcpant of shares and an alber query lol No.8, Part B Gross Lano, rolated tothe shares ofthe ~ MIDC, Andher-Eas, Mumba400083 company) Phone:022-68712181-2156, Fax 0228872181 {ti Any Query on Annual Report SAM Energy Limited Rog. & Adin Cie: 36/87, 228,ital Chambers, Nariman Pont, Mumoai - 490 024 Saw ENERGY LiF=D a0 sauataasagennaasanensouan™see AUDITORS’ REPORT ACO To ‘The Members of ‘SRM ENERGY LIMITED 1. We have audited the altached Balance Sheet of SRM ENERGY LIMITED (the Company’ as at March 31, 2010 and also the Proft and Loss account and the cash flow slatement for tne year ended on that ale annexed thereto, These financial staleménts are the responsibilty of the Company's management. ‘Our responsiblity is to express an opinion on these financial statements based on our audit 2. . We conducted our audit in accordance with aucling standards generally accepted in India. Those ‘Standards require that we plan and perform the aut to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, ‘evidence supporting the amounts and disclosures in the financial statements, An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overal financial statement presentation. We believe that our ausil provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Cental Government of india in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (Ihe ‘Act’) and on the basis of such checks ff the books and records of the company as we considered appropriate and according tothe information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. without qualifying our opinion, we draw altention to Note B-12 of Notes to accounts in the financial staternents ith regard te the preparation of the nancial statements on a going concern assumption. The Company incurred a net loss of Rs.3.65 lacs uring he yeet ended March 31, 2010 and, as of that date, the Company's net worth has been substantially eroded, The company's ability to continue as @ going ‘concem is dependent on the factors mentioned In the note therein and no adjustment have been made in the accompanying financial statements. 5, Further to our comments in the paragraph 3 above, we report that We have obtairied all tne information and explanations, which to the best of our knowledge and belief ‘were necessary for the purposes of our aud, In our opinion, proper books of account as required by law have been Kept by the Company so far as appears from Our examination of those books. ii, The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account lw. tour opinion, the balance sheet, profit and less account and cash fow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of seciion 211 of the ‘Companies Ael, 1956. ¥. On the basis of the written representations received from the diealors, as on Narch 31, 2010 end taken on record by the Board of Directors, we report that none of the directors is discualified 2s fon March 31, 2010 from being appointed as a director in terms of clause (9) of sub-section (1) of section 274 of the Companies Act, 1956. Yi. Imour opinion and to the best of our information and according to the explanations given to us, the sald accounts give the information required by the Companies Act, 1956, in the manner so required ‘and give a true and fair view in conformity withthe accounting principles generally accepted in india a) _ in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010; ) in the case of the profit and oss account, of the loss for the year ended on that date; and ©) _ in the case of cash flow statement, of the cash flows for the year ended on that date, For Haribhakti & Co. PRN No.103823W Chartered Accountants ‘SARAH GEORGE Place: MUMBAI Partner Date: 8th April, 2070 Membership No. 45255 28ed Annual Report 2608-2010 ANNEXURE TO AUDITORS’ REPORT {Relerred to in paragraph 3 of the Auditors’ Report of even date to the members of SRM ENERGY LIMITED on the financial statements for the year ended March 31, 2010) (0) (@) The Company has maintained proper records showing full parkour, including quantitative details and situation of fixed assets. (b) As explained to us all the fixed assets of the company have been physically verified by the management during the year, which in our opinion is reasonable, having regard. to the size of the company and nature of its assets. As informed, no material discrepancies were noticed on such verification. (6) In our opinion and according to the information and explanations given to us, there is no substantial disposal of fixed assets during the year. (ii) The company in the project stage and hence the provisions of clause 4(ii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the compeny. . i) (2) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1958 and hence clauses 4(ii)(b), ill(c) end (iid) of the Companies (Auditor's Report) Order, 2003 (es amended) are not applicable to the company. {b) ‘The Company had taken interest free loan from two companies and a parly covered in the register maintained under section 20 of the Companies Act, 1956. The maximum amount involved during the year was Rs.4,008.68 Lacs and the year-end balance of loans taken from such parties was Rs.3,896.55 Lacs, (6) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company. . (¢) In respect of the loans taken from holding company there is no stipulation as to its repayment, : (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets, During the course of our audit, no major weakness has been noticed in the internal control system in respect of this area, During the course of our audit, we have not observed any continuing failure to cover major weakness in intemal control system of the company, (¥) (@) According to the information and explenations given to us, we are of the opinion that the particulars of contracis or artengements referred to in section 301 of the Companies Act, 1956 that need to be entered in to the register maintained under section 301 have been so entered ST) m5) ANNEXURE TO AUDITORS' REPORT ———————7] Bg (b) None of the transactions made in pursuance of such contracts or arrangements ‘exceed the value of Rupees five lakh in respect of any one such party in the financial year. (vl) The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. (vil) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, (vil)To the best of our knowledge and as explained, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for the products of the company. (lx) (@) Undisputed statutory dues of income tax has not been regularly deposited with the appropriate authorities and there have been serious delays. The provisions relating to employees state insurance and provident fund are not applicable fo the company. Further, since the Central government has till date not prescribed the amount of cess payable under 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same. (&) According to the information and explanations given to us, undisputed dues in respect of Income tax which are outstanding at the year end for a period of more than six months from the date they become payable are as follows. Name of | Nature of | Amount | Period to | Due Date | Date of statute dues’ (Rs) | which amount] payment relates Income Tax. TDS 24:38 lacs | AY2010-41/ Various | Various Act, 1961 (6) According to the information and explanation given to us, there are no dues of Income tax, sales tax, wealth tax, service tax, custom duty, excise duly and cess on account of any dispute. () The Company has accumulated losses more than fifty percent of its net worth at the ‘ond of the financial year. The company has incurred cash losses in the current year and the immediately preceding financial year. (Xi) The Company has not borrowed any amount during the year from banks, financial institution or debenture holders and hence the provisions of clause 4(xi) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company. (ll) According to the information and explanation given to us and based on the documents ‘and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. ANNEXURE TO AUDITORS" REPORT. {(xii)In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 (es amended) are not applicable to the Company, (xiv)in our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company. (xv) In our opinion and according te the Information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi)The Company did not have any term loans outstanding during the year. {(wil) According £0 the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the company has used funds raised ‘on short term basis for long térm investment. The company has used working capital ‘amounting to Rs. 19.73 lacs for capital expenditure towards the project. {xvill) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 (xixyThe Company did not have any outstanding debentures during the year. (xx) The Company has not raised money through public issue during the year. (xxi)During the course of our examination of the books and records of the company, carried ut in accordance with the generally accepted auditing practices in India, and ec¢ording to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed o; reported during the year, nor have we been informed of such case by the management. For Haribhakti & Co, FRN No.103523W Chartered Accountants SARAH GEORGE Place: MUMBAI Partner Date: 8th April, 2010 Membership No.45255 Sha ENERGY UTED BALANCE SHEET AS AT 34ST MARCH, 2010 7a ‘Schedule + As af 31.03.2010 ‘As at 34.03.2008 Amount (Rs.) ‘Amount (R.) Sources of Funds Shareholder’s Funds ‘Share Capital 1 90,600,000 90,600,000 Loan Funds Secured Loans ; + Unsecured Loans 2 389,684,854 396,359,501 TOTAL 428,950,504 Application of Funds FIXED ASSETS: a Grogs Block 106,510,588 30268.778 ass : Accumulated Depreciation __216;360 12,108,692 Not Block 106,094,186 19,141,084 Capital Workin-Progress 347,820,113 347,597,755 423,614,299 966,738,899 stovestments 4 - 400,000 Curront Assets, Loans & Advances 5 Cash & Bank Balance 142,764 477,680 Loans & Advances 2,095,201 ___6:589.954 2,208,015 7.067.644 Less:current Liatilties & Provision B a843t.748 12,715.16 ‘Met Current Assats (91,193,126) (6,647,524) Prof, and Lass Account 67,893,078 67,468,186 TOTAL 480,254,851 426,959,501 Slgniticant Accaunting Policies ‘and Notes on accounts " Schedule annexed for an integral par of the Accounts ‘As per our attached report of even date For and on behalf of the Board of Directors For Haribhakti & Co, 5. R, Dakhora D. Sundararajan P. Srinivasan Chaneres Recounts ead ~ Assoonts Director Director sarah Seoree Sanjpoviata Samdani _Bantval Srinivasa Rao “ Company Secrean Director MAN, 45255 if i Face: Mumbai Date: 08-04-2010 Ty Zard Annual Report 2008-2010, PROFIT AND LOSS ACCOUNT For The Year Ended 31st March, 2010 Sinn shen Eea te an css rr tw ao stosne acai acne nae INCOME f Goreme fete a ste oneteeie ; Ean see east ea i assis rom som puree eran a seas Recesstgttonstiseas ° age reteset & ‘ cs SE ow cH Si cone eoameietan tae nt besa abe) Vr ieonmaeae sien oe § 4 Provision for Taxation fee i . 1 eae ten = __trag0g __ge9 eiyiietieie crt rere Tad axa Fsamsti tas boca svete : a pre cxsars} pece en fain See ee adie eueed aoa oe Saad eo ons ate acer ieee eng aes (ea ¢ om) tae ummrtons sa a Sota ee see eee st onda a Beaaissnuiaas EL enpeet 7 a esaeaatmat tees nacnies ipa se ae ee For and oe baal of am» Bow of Ohocinn For Haribhakti & Co, 'S. R. Dakhera: (0. Sundararajan P. Sri san Ssame nana foi temeut ane! bec sua Oe uinbdial sual MN, 45285, said ail Place: Mumbai Date: 08-04-2010, : Shar ENERGY LTE ag CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010 ACE aanigucans or The Vou Ena Fore Ver Eno Steam roa 08 account (tnd aceite} (8) CASH FLOW FROM OPERATING ACTIVITIES NET PROFTILOSS) BEFORE TAX. AND (ssa) (2s) Sire onpivany ens ADJUSTMENTS FOR Pray; Sense ten ot ; srag08 Mareen Fue ‘ages ; fees increta : (ss00 Sindy etre wen back : Geo OPERATING (L058) 7 PROFIT BEFORE WORKNG (gesaoa) 025.080 CAPITAL CHANGES PEEeeeeeee sowustuent ron Sade ard ae enable sora.) Tones ° rate payee _ Casi (OUTFLOW / GENERATED FROM OPERATIONS eat Peseta tage Benet ax usa Ney CASH (OUTFLOW / GENERATED FROM aaa ‘OPERATING ACTIVITIES (A) ia (B) CASH FLOW FROM INVESTMENT ACTIVITIES Investments in and Advances to Subsidieries 461,420 (451.420) Purchase of Fixed Assets including CWIP (39,818,986) (209,763,402) Sale of Fixed Assets (t1'938,000) ‘300 Interest received : 23.490 ‘NET CASH USED IN INVESTMENT ACTIVITIES 15) (57,796,546) 1200, 186.282) (C) CASH FLOW FROM FINANCE ACTIVITIES Increase in Share Ci 7 : Prageeds.feam. Lang Term Garcawings 2 7 Repayment of Long Term Borrowings : Peoveeds cor Repayment of Unsecured Loans 51,208,880 220,759,276 Proceeds from Bank Borrowings zl Interest ond Finance Charges Paid (299,334) NET CASH FROM FINANCIAL ACTIVITIES (c) 50,902,016 {0) NET CHANGES IN CASH & CASH EQUIVALENTS (A+B4C) (334,906) (€) CASH & CASH EQUIVALENTS - OPENING BALANCE 477,680 {F) CASH & CASH EQUIVALENTS - CLOSING BALANCE ered [As por our attached report of even date For and on behalf of the Board of Directors For Haribhaktl & Co. 'S. R. Dakhera D. Sundararajan P. Srinivasan Chartered Accountants Hesd ~ Accounts Director Director Sarah George Sanjsoviata Samdan| _Bantval Srinivasa Rao artnet Compar rector cane pany Secrotary Directo Place: Mumbai Date 08-04-2010 aT 23rd Annual Report 2009-2010 See | i SCHEDULES oa AS SCHEDULE ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2010 PARTICULARS ‘As at 31.03.2010 As at 31.03.2009 Amount (Rs.) ‘Amount (RS.) ‘SCHEDULE 1 SHARE CAPITAL Authorised ‘1,800,000 (Previous year 11,300,000) Eauily Shares of Rs. 10/ each 113,000,000 119,000,000 EEK 773,000,005 Getenmeniaceuags Cee tet HH annem 91060,000 (Previous year 9,060,000) Eauity Shares of R.10 wach, uly paid up 20,600,000, 90,900,000 90,600,000 eo.500.998 Notes: 1) 6,480,000 (Previous yea 6,460,000) Eqully Shores are heldby tho Holding Company -Spice Energy Pvt. Lid 2) 6,000,000 (Previous year 6,000,000) Equly Shares have been lesued fot conederalonotherthan cath pursuant to Scheme ‘ofAmoalgamaton SCHEDULE 2 UNSECURED LOANS Long Term

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