Swan Energy Ltd.-இன் இயக்குநர் அறிக்கை
Mar 31, 2023
1) Your directors are pleased to present the One Hundred and Fifteenth (115th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2023.
|
2) Financial Results |
(Rs. in lakhs) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
For the year ended on 31.3.2023 |
For the year ended on 31.3.2022 |
For the year ended on 31.3.2023 |
For the year ended on 31.3.2022 |
|
|
Profit before interest & depreciation |
3,033.60 |
2,845.32 |
24,190.35 |
7,518.72 |
|
Less:Interest |
1,754.54 |
1,764.09 |
22,279.90 |
18,914.94 |
|
: Depreciation |
798.90 |
600.39 |
8,134.78 |
7,026.65 |
|
Profit before Tax |
480.16 |
480.84 |
6,224.33 |
(18,422.87) |
|
Less: Provision for Taxation |
116.66 |
163.04 |
(119.41) |
(2,633.58) |
|
Net Profit for the year |
363.50 |
317.80 |
(6,104.92) |
(15,789.29) |
|
Other Comprehensive Income for the year |
11.41 |
11.32 |
(542.91) |
11.32 |
|
Total Comprehensive Income for the year |
374.91 |
329.12 |
(6,647.83) |
(15,777.97) |
|
Attributable to shareholders of the company |
- |
- |
(3883.52) |
(8,742.61) |
|
Non-Controlling Interest |
- |
- |
(2,764.31) |
(7,035.36) |
|
Add: Amount of Profit & Loss Account brought forward |
19,682.76 |
19,597.90 |
1,969.17 |
10,944.75 |
|
Opening balance of new subsidiaries |
- |
- |
(35.11) |
(4.96) |
|
Opening Balance of Strike-off subsidiaries |
- |
- |
- |
16.25 |
|
Amount available for Appropriation |
20,057.67 |
19,927.02 |
(1,949.46) |
2,213.43 |
|
Less: Appropriations: |
- |
- |
- |
- |
|
Transfer to General Reserve |
(263.92) |
244.26 |
(263.92) |
244.26 |
|
Dividend on Equity shares paid * Tax on dividend |
- |
- |
- |
|
|
Balance of Profit & Loss Account transferred to Balance sheet |
19,793.75 |
19,682.76 |
(2,213.38) |
1,969.17 |
|
* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2022 and2023 represents the dividend amount paid for thefinancial years 2021 and2022 respectively. |
||||
On standalone basis, revenue from operations for the financial year 2022-23 was Rs. 54,722.62 lakhs as compared to Rs. 40,871.55 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 3,033.60 lakhs as compared to Rs. 2,845.32 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs. 363.50 lakhs as compared to Rs. 317.80 lakhs in the previous year.
On consolidation basis, revenue from operations for the financial year 2022-23 was Rs. 1,43,814.37 lakhs as compared to Rs. 48,719.96 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 24,190.35 lakhs as compared to Rs. 7,518.72 lakhs in the previous year. Loss after Tax for the year was Rs. 6,104.92 lakhs as compared to Rs. 15,789.29 lakhs in the previous year.
3) BUSINESS OUTLOOK & THE STATE OF COMPANY''S AFFAIRS:
At the outset, the year 22-23 has been a year of uncertainties in business. The global economy experienced a 2.7% growth slowdown compared to the previous year. Tight financial conditions, Russia - Ukraine war, and the lingering COVID - 19 pandemic have been weighing down the economy. However, India has a different tale to present, with its robust well supported domestic demand, and strong investments bolstered by the government India has shown a slow yet upscale graph.
Our steady growth in the year 22-23 has helped us overcome the UK and get listed as the 5th largest economy in the world after it recovered from repeated waves of COVID-19 pandemic shock. The economy has seen a rise in employment and a substantial increase in private consumption. Favorable policies and new investments are showing a sustainable business landscape ahead.
Your company is committed to delivering sustainable growth and creating long-term value for its stakeholders. Thus, our unwavering focus on operational excellence has yielded impressive results across all our business verticals.
In the textile division, we have continued to push boundaries to deliver high-quality products that meet global standards. Similarly, our realty, and oil and gas operations have showcased resilience and adaptability, even in the face of industry fluctuations. Compared to FY2021-22, revenues rose to Rs. 1438 crore and EBITDA improved to Rs. 241 crores. Our three core businesses have set the pace toward a profitable year ahead, with a commendable performance in the closing quarter.
After a comprehensive three-year process, Swan Energy has emerged as the successful bidder for the former Reliance Naval and Engineering Limited. Additionally, this year, Swan Energy has secured a controlling interest in the Indian-listed entity, Veritas India Limited. These strategic moves signify our entry into the shipbuilding and heavy manufacturing sector, whilst bolstering our foothold in the oil and gas industry.
Innovation and sustainability are our core values. This has been the driving force for your company to embrace cuttng-edge technologies and practice impeccable safety and production methods. Looking ahead, we see immense potential for growth and further diversification. We shall continue to explore new avenues to strengthen our position and create value for our shareholders.
A LNG Port Project:
The progress of India''s first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, being set up through two subsidiaries, namely SWAN LNG PRIVATE LIMITED (SLPL) and TRIUMPH OFFSHORE PRIVATE LIMITED (TOPL) is summarized under:
I - SLPL:
The first phase of the Project, awarded under ''Swiss Challenge'' route and developed on PPP basis, having capacity of 5 MMTPA LNG (extendable upto 10 MMTPA), comprising development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, to be operated on tolling business model, is under implementation.
SEL is the Lead Promoter with 63% equity stake, Government of Gujarat 26% stake (15% by GMB & 11% by GSPL), 11% stake by Indian subsidiary of Mitsui OSK Lines (MOL), Japan, who is also the technical partner of the Project.
SLPL has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on firm basis for a period of 20 years with State-owned GSPC [1.5 MMTPA], BPCL, IOCL and ONGC [1 MMTPA each].
The execution of firm regasification agreement for reservation of 90% capacity with State Government PSU, including Concession Agreement with GMB & GoG for 30 years (extendable to further 20 years) makes the future of the project very robust. Moreover, all the necessary approvals and EPC Contracts required for project implementation are in place and the construction is progressing well.
On Project implementation work, the Company has achieved an overall 79.11% progress on the construction of Port Project upto 31st March 2023.
Below is the progress on various EPC packages awarded by the Company:
|
Description |
Progress with 2,200m breakwater |
|
Overall Project Progress Status |
79.11% |
|
Breakwater, Groyne & Shore Protection Work |
64.10% |
|
Jettes & Tug berth |
71.30% |
|
Topside & Utilities related to Jetty-1 Work |
99.88% |
|
Dredging & R1 Area Reclamation |
99.60% |
|
The expected commencement date of the Project is 31-03-2024. |
|
II Triumph Offshore Private Limited (TOPL):Floating Storage and Regasification Unit (FSRU):
The SLPL has entered into a Bareboat Charter (BBC) Agreement with TOPL, to charter the FSRU to SLPL on a long-term lease for a period of 20 years.
TOPL (SEL 51% & IFFCO 49% equity stake), has successfully taken delivery of FSRU "Vasant 1" on 29th September, 2020.
Post-delivery of FSRU, it was put on charter hire with charterer, as under, for its interim utilization as LNG Carrier till Jafrabad LNG port is ready, which has yielded decent revenue generation and saving of parking charges.
During the year, TOPL entered into a Heads of Agreement Term Sheet dated 31st December 2022 with BOTAS Trading IC Headquarters Jersey Ankara Main Branch, based in Turkey ("BOTAS") for chartering of the FSRU on Bareboat basis, for a period of at least 304 days, starting from 02nd January, 2023.
The arrangement (Term Sheet) with BOTAS for deploying the vessel for interim period, till SLPL port construction is completed, ensures operational readiness when SLPL project is ready for commissioning. Post completion of charter period with BOTAS, the FSRU will be brought to SLPL project site near Jafrabad, Gujarat for commissioning and subsequent Commercial operations.
The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:
I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):
1. Sai Tech Park, Bangalore - It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lac sq. ft with three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited) at annual rent of Rs. 13.48 Crores.
2. Technova Park, Hyderabad - The commercial property, located at Gachibowli area of Hyderabad. It comprises an area of 2.92 lakh sq. ft and has been leased out to M/s Google Connect Services India Private Limited (Indian subsidiary of Google) at annual rent of Rs. 17.19 Crores.
3. BTM, Bangaluru - It is a land, admeasuring 0.75 acre. The company intends to develop it as a residential property very soon.
4. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) is under construction, under Joint Development Agreement (JDA) with the Chigateri Family (land owners). Construction of all 3 towers is completed and the finishing works are currently ongoing. Total saleable area will be 3.14 lakh sq. ft. and our share will be 1.88 lakh sq. ft., i.e., 59% of total saleable area. A good return is expected once the Project gets
completed in March, 2024. The project is currently at a finishing stage and sales of the units are going well.
II. Pegasus Ventures Private Limited (PVPL):
No major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. All feasible options are being explored in order to develop / monetize these properties.
C Textile
During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of Rs. 1,449.57 Lakh as against profit before tax of Rs. 490.29 Lakh for the previous year.
5) ACQUISITIONS:
A Veritas (India) Limited
During the year, the company has acquired 55.01% equity shares of M/s Veritas (India) Limited (BSE listed company) through share purchase agreement and open offer, by virtue of which it has become subsidiary of the company.
B Reliance Naval and Engineering Ltd ("RNEL")
National Company Law Tribunal (NCLT) Ahmedabad, has passed an order dated 23rd December, 2022, approving the Resolution Plan submitted by the Resolution Applicant, M/s Hazel Mercantile Limited (HML) to acquire RNEL. Swan Energy Limited (SEL) is a strategic partner with HML, through a SPV, namely Hazel Infra Limited (SEL 74% & HML 26% equity stake), to acquire RNEL.
As on the date of this Report, the implementation of the Resolution Plan is underway.
6) DIVIDEND & RESERVES:
The Board of Directors ("Board") is pleased to recommend a dividend @ Re. 0.10 per Equity share (10%) on 26,39,17,000 Equity Shares of Re 1 each for the year ended 31st March, 2023, subject to the approval of the Shareholders at the ensuing 115th AGM.
The company has not transferred any amount to the General Reserve during the year.
The Register of Members and Share Transfer Books of the Company will remain closed from 22nd September, 2023 to 28th September, 2023 (both days inclusive) to determine the eligible shareholders to receive the dividend for the year ended March 31, 2023 and accordingly, the record date for dividend will be 21st September, 2023. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
7) SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
During the year, ''Swan Global PTE Limited'', 100% subsidiary, incorporated at Singapore, was wound up and accordingly, ceased to be subsidiary of the company with effect from 15-09-2022.
In accordance with the provisions of section 129(3) of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of each of the subsidiaries/associates/joint venture companies of your Company, in the prescribed Form AOC-1, is given in Annexure - A to this Report.
The said Form also highlights the financial performance of each of the companies included in the CFS pursuant to rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with the provisions of section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at https://swan.co.in/reports.
The company does not have any Joint Ventures or Associate companies.
During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock opti''ons/sweat equity. The paid-up Equity share capital as on 31st March, 2023 was Rs. 2639.17 lacs.
9.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - B.
9.2 Corporate Governance
As required under Regulation 17(7) read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors, confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure-C.
Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
9.3 Business Responsibility & Sustainability Report (BRSR)
The Report on BRSR is annexed to this Report - Annexure - D and is available on website of the company. www.swan.co.in
9.4 Extract of Annual Return:
In terms of Section 134 and 92 of the Companies Act, 2013 ("the Act"), an extract of the Annual Return is placed on the website of the Company www.swan.co.in
9.5 Familiarisation Programme for Independent Directors
The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.
The policy and details of familiarisation programme is available on the website of the Company at www.swan.co.in
9.6 Conservation of energy, technology absorption and foreign exchange earnings and outgo:
Information under Section 134 (3) (m) of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure - E.
9.7 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.
9.8 Number of Board Meetings:
During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.
9.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.
The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.
9.10 Disclosure regarding Company''s Policies under the Companies Act, 2013:
i Remuneration and Nomination Policy
The Board has framed a Policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 (3) of the Act for the directors, key Managerial Personnel and other employees of the Company. The Policy is available on the Company''s website at https://swan.co.in/reports.
ii Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - F.
iii Whistle Blower Policy / Vigil Mechanism:
The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is available on the Company''s website at https://swan.co.in/reports.
During the reporting period, no person has been denied access to the Chairman of the Audit Committee.
iv Risk Management Policy
The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making. The Policy is available on website of the company. www.swan.co.in
v Dividend Distribution Policy (DDP)
The Report on DDP is annexed to this Report - Annexure - G and is available on website of the company. www.swan.co.in
vi Related Party Transactions (RPTs):
The Company has a well-defined process of identification of related parties and transactions there with, its approval and review. The disclosures of RPTs and Policy for the same is hosted on the Company''s website at https://swan.co.in/reports.
All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.
During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.
Members are requested to refer to note no. 41 forming part of the Audited Financial Statements which sets out related party disclosures.
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 https://swan.co.in/reports
The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party
Transactions entered in the Ordinary Course of Business and at Arm''s Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis.
9.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the Notes to the Financial Statements and forms a part of this Annual Report.
10.1 Statutory Audit
M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W), were appointed as statutory auditors of the Company at the 114th AGM held on September 28, 2022 for the second term of five consecutive years, to hold office from the conclusion of 114th AGM until conclusion of 119th AGM.
As per the amended section 139 of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
There is no qualification, reservation or adverse remark or disclaimer by the Auditors in their Report. Hence, Report of the auditors, read with the notes to the financial statements, is selfexplanatory and need no elaboration.
10.2 Cost Audit
your company is required to maintain cost records. Accordingly, pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ending on 31st March, 2024, at a remuneration of Rs. 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company.
The remuneration payable is required to be ratified at the ensuing 115th AGM.
10.3 Secretarial Audit
Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023.
Secretarial Audit Report of the Company and its subsidiaries for the year ended 31st March, 2023 is annexed to this Report as Annexure - H.
11) COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.
Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.
13) Risk Management and Internal Financial Controls:
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.
Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. These controls have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
During the year, Mr. Satya Tripathi, President-Finance, designated as KMP, joined on 27-12-2022 and resigned on 31-05-2023.
At the ensuing AGM, Mr. Sugavanam Padmanabhan (DIN: 03229120), retires by rotation and being eligible, offers himself for re-appointment.
During the financial year under review:
i Performance evaluation of the Board:
pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual evaluation of its own performance, all the committees and Individual Directors including chairman of the Board.
ii Change in the nature of the business:
there was no change in the nature of business of the Company;
iii Deposits:
the Company has not accepted any deposits from public;
iv Significant and material orders passed:
there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;
v Prevention of Sexual Harassment of Women at Workplace:
the Company has constituted a committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".
No case was reported to the Committee during the year under review.
vi Proceedings under Insolvency and Bankruptcy Code, 2016 ("IBC"):
there were no applications made or any proceedings pending under IBC by or against the Company;
vii Details of one-time settlement:
there were no instances of onetime settlement with any Banks or Financial Institutions;
viii Giving of loan for purchase of shares:
the Company has neither made any provision of money nor provided any loan to the employees of the company for subscription to/purchase of shares of the Company, pursuant to section 67 of the Act and Rules made thereunder;
ix Fraud Reporting:
the Statutory/Cost/Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act;
x Material changes and commitments:
There were no significant material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
There are various Board constituted Committees as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance there at of these Committees during the year has been enumerated in Corporate Governance report.
17) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2023 and of the profit of the Company for that period;
(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.
The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.
For and on behalf of the Board of Directors(Navinbhai C. Dave) Chairman
Mumbai, 14th August_2023 (DIN: 01787259)
Mar 31, 2022
1) Your directors are pleased to present the One Hundred and Fourteenth (114th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2022.
|
2) Financial Results |
(Rs. in lakhs) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
For the year |
For the year |
For the year |
For the year |
|
|
ended on |
ended on |
ended on |
ended on |
|
|
31.3.2022 |
31.3.2021 |
31.3.2022 |
31.3.2021 |
|
|
Profit before interest & depreciation |
2,845.32 |
2,170.49 |
7,518.72 |
7,165.15 |
|
Less:Interest |
1,764.09 |
1,376.90 |
18,914.94 |
10,803.55 |
|
: Depreciation |
600.39 |
553.04 |
7,026.65 |
4,166.38 |
|
Profit before Tax |
480.84 |
240.55 |
(18,422.87) |
(7,804.78) |
|
Less: Provision for Taxation |
163.04 |
166.79 |
(2,633.58) |
(943.35) |
|
Net Profit for the year |
317.80 |
73.76 |
(15,789.29) |
(6,861.43) |
|
Other Comprehensive Income for the year |
11.32 |
14.11 |
11.32 |
14.11 |
|
Total Comprehensive Income for the year |
329.12 |
87.87 |
(15,777.97) |
(6,847.32) |
|
Attributable to shareholders of the company |
- |
- |
(8,742.61) |
(3,809.39) |
|
Non-Controlling Interest |
- |
- |
(7,035.36) |
(3,037.93) |
|
Add: Amount of Profit & Loss Account brought forward |
19,597.90 |
19,754.29 |
10,944.75 |
14,998.40 |
|
Opening balance of new subsidiaries |
- |
- |
(4.96) |
- |
|
Opening Balance of Strike-off subsidiaries |
- |
- |
16.25 |
- |
|
Amount available for Appropriation |
19,927.02 |
19,842.16 |
2,213.43 |
11,189.01 |
|
Less: Appropriations: Transfer to General Reserve |
||||
|
Dividend on Equity shares paid * |
244.26 |
244.26 |
244.26 |
244.26 |
|
Tax on dividend |
- |
- |
- |
- |
|
Balance of Profit & Loss Account transferred to Balance sheet |
19,682.76 |
19,597.90 |
1,969.17 |
10,944.75 |
* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2021 and2022 represents the dividend amount paid for thefinancial years 2020 and2021 respectively.
While the outbreak of the COVID-19 pandemic adversely impacted sectorial performance during FY 202021 and partly in FY 2021-22 as well, high vaccination coverage has helped the market to recover and gain pace. The pandemic followed by the ongoing war have both been economic dampeners that have divided the world and contributed to inflationary pressures and rising commodity prices.
In spite of the headwinds, India is well-poised for steady progress and is increasingly making rapid strides with numerous global names considering our nation as a worthy manufacturing contender as opposed to China. India''s recent entry in Indo-Pacific Economic Framework (IPEF) along with 14 member nations has been a pivotal move pegged to boost our bilateral trade relationships and propel the region as an engine for global economic growth.
The Government is expected to announce its new textile policy with an ambitious target of achieving 20 per cent share of the global textile trade and helping the domestic industry attain a size of $650 billion by 2024-25 by focusing on investments, skill development and labour law reforms. The policy blueprint, termed the ''Vision, Strategy and Action Plan'' for the textiles and apparel industry, lays thrust upon diversification of exports through new products and markets along with increasing value addition and promoting innovation and R&D activities.
The textile industry is expected to attract investment of about $120 billion by 2024-25 and create about 35 million additional jobs in the process. Exports are also expected to rise from the current $39 billion to $300 billion by 2024-25. The action plan notes that attracting the required investment entails ready availability of developed land with adequate infrastructure, skilled manpower and easy connectivity to ports, along with creation of new mega textile parks, lowering the cost of production and logistics, and encouraging new entrants through start-ups as well as FDI.
Increased desire to pursue home ownership is resulting in revival of demand. We see marked improvement in the prospects of real estate as volume and pricing is witnessing an uptick across geographies. While commodity price inflation is a short-term risk, we believe the improving dynamics of real estate will offset the headwind from rise in commodity prices.
A consolidation in the residential real estate sector is expected to continue, leading to an increase in the market share of branded organized players such as your Company. Given the pace of urbanization, low interest rates and rising per capita disposable incomes, your Company remains optimistic about the longterm prospects in real estate. Operational momentum for your company is likely to be sustained by its healthy Balance Sheet and robust project pipeline. Your Company is poised for a high growth trajectory with a strong brand, pan-India presence, demonstrated track record and robust marketing capabilities.
On standalone basis, revenue from operations for the financial year 2021-22 was Rs. 40,871.55 lakhs as compared to Rs. 25,259.26 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 2,845.32 lakhs as compared to Rs. 2,170.49 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs. 317.80 lakhs as compared to Rs. 73.76 lakhs in the previous year.
On consolidation basis, revenue from operations for the financial year 2021-22 was Rs. 48,719.96 lakhs as compared to Rs. 32,046.88 lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs. 7,518.72 lakhs as compared to Rs. 7,165.15 lakhs in the previous year. Loss after Tax for the year was Rs. 15,789.29 lakhs as compared to Rs. 6861.43 lakhs in the previous year.
3) Review of OperationsA LNG Port Project:
India''s first Greenfield LNG Port Terminal, with the total capacity of 10 MMTPA, at Jafrabad Port in Amreli district of Gujarat, is being set up by your Company, through its two subsidiaries, namely SWAN LNG PRIVATE LIMITED (SLPL) and TRIUMPH OFFSHORE PRIVATE LIMITED (TOPL). The progress of the project is summarized under:
The first phase of 5 MMTPA capacity with Floating Storage and Regasification Unit ("FSRU"), is under implementation. The Project comprises of development of LNG Port facilities, utilizing a FSRU for LNG receipt, storage, regasification and send-out, having capacity of 5 MMTPA of LNG. The Project was awarded under ''Swiss Challenge'' route and is being developed on PPP basis under the Concession Agreement executed with Gujarat Maritime Board ("GMB") and Government of Gujarat ("GoG"). Your company (SEL) is the Lead Promoter of SLPL and holds 63% equity stake in SLPL. As per the Shareholders Agreement (SHA) executed on 17th October 2017, Government of Gujarat nominated entities hold 26% stake, i.e. 15% by GMB and 11% by Gujarat State Petronet Limited (GSPL) while balance 11% equity is being held by FSRU Venture India One Private Limited (FVIOPL), the Indian subsidiary company of Mitsui OSK Lines (MOL), Japan. Moreover, MOL is also the technical partner of the project.
The Project shall be operated on tolling business model and out of 5 MMTPA capacity, the Company has already executed regasification agreements for reservation of capacity aggregating to 4.5 MMTPA on firm basis for a period of 20 years with State-owned Gujarat State Petroleum Corporation Ltd. (GSPC) [1.5 MMTPA] and Central Public Sector Undertakings (PSUs) namely Bharat Petroleum Corporation Ltd.(BPCL), Indian Oil Corporation Ltd. (IOCL) and Oil and Natural Gas Corporation Ltd. (ONGC) [1 MMTPA each].
The execution of firm regasificati''on agreement for reservation of 90% capacity with State Government PSU, including Concession Agreement with GMB & GoG for 30 years (extendable to further 20 years) makes the future of the project very robust. Moreover, all the necessary approvals and EPC Contracts required for project implementation are in place and the construction is progressing well.
All the shareholders i.e. SEL, GMB, GSPL and FVIOPL have contributed their share of equity as per the SHA agreement. Additionally, Swan Energy Limited has infused funds through allotment of Preference Shares as per the requirement of the project.
The Project site of the company was significantly damaged due to extremely severe cyclone "Tauktae" which crossed Jafrabad on 17th May 2021. Though cyclone "Tauktae" was extremely severe and had an impact on the facilities which were still under construction, it was ascertained post assessment by EPC contractors, that the damage is very much repairable and has been restored.
On Project implementation work, the Company has achieved an overall 67.58% progress on the construction of Port Project upto 31st March 2022.
Below is the progress on various EPC packages awarded by the Company:
|
Description |
Progress with 2,200m breakwater |
|
Overall Project Progress Status |
67.58% |
|
Breakwater, Groyne & Shore Protection Work |
49.32% |
|
Jettes & Tug berth |
71.19% |
|
Topside & Utilities related to Jetty-1 Work |
99.70% |
|
Dredging & R1 Area Reclamation |
77.00% |
|
Balance Infra Works |
21.55% |
The Company has successfully achieved the Financial Closure ("FC") with State Bank of India (SBI) as lead Bank and the Company has already received the term loan disbursement aggregating to Rs. 1810.88 Crores from various banks till 31st March, 2022.
II - TOPL:Floating Storage and Regasification Unit (FSRU):
On the FSRU front, which is integral part of Swan''s LNG Port Project, it is noteworthy that Triumph Offshore Private Limited (TOPL) wherein Swan Energy Limited and Indian Farmers Fertiliser Cooperative (IFFCO) is holding 51% and 49% stake respectively, has successfully taken delivery of FSRU "Vasant 1" on 29th September, 2020. Post-delivery of FSRU, it was put on charter hire with charterer for interim utilization of FSRU as LNG Carrier till Jafrabad LNG port is ready. The deployment of FSRU has been beneficial for project, as it led to revenue generation and saving of parking charges which reduced the project cost.
The Company has entered into a Bareboat Charter (BBC) Agreement with TOPL, to charter the FSRU to SLPL on a long-term lease for a period of 20 years.
TOPL also has successfully achieved the Financial Closure ("FC") with State Bank of India (SBI) as lead Bank and the Company has already received the term loan disbursement aggregating to Rs. 1513.79 Crores from various banks till 31st March, 2022.
B REAL ESTATE
The status of the properties owned through wholly owned subsidiaries (WOS) is summarized as under:
I. Cardinal Energy & Infrastructure Pvt Ltd (CEIPL):
i. Sai Tech Park, Bangalore - comprising 2.96 lakhs sq. ft, located at the IT park of Whitefield, Bangalore. Leased out to Harman Connected Services (Samsung Group) at an annual rent of Rs. 13.57 Crores.
ii. Technova Park, Hyderabad - comprising 2.92 lakhs sq. ft, located at Gachibowli area of Hyderabad. Leased out to an Indian subsidiary of Google at an annual rent of Rs. 16.10 Crores.
iii. BTM, Bengaluru - A land, admeasuring 0.75 acre, to be developed as a residential property.
iv. Yeswantpur area, Bengaluru - A residential project of 22 story tower, having 3 wings (A, B, C) is under construction, under Joint Development Agreement (JDA) with the Chigateri Family (land owners). Construction is completed for Tower A (up to 22nd floor), Tower B (up to 10th floor) and Tower C (up to 11th floor). Total saleable area will be 3.22 lakh sq. ft. and our share will be 1.9 lakhs sq. ft., i.e., 60% of total saleable area. Decent return is expected once Project gets completed in June, 2023.
II. Pegasus Ventures Private Limited (PVPL):
There is no major development during the year on the land parcels at Bengaluru, Mangalore, Mysore and Chennai. The company is trying its best to explore all feasible options for the development / monetization of the same in due course of time.
C Textile
During the current financial year, the Process House of the Company at Ahmedabad has posted a profit before tax of Rs. 490.29 Lakhs as against loss of Rs. 126.13 Lakhs for the previous year.
4) Material Changes and Commitments:
The status of Corporate Guarantees issued and outstanding till date is as under.
i. To Punjab National Bank, for Performance Bank Guarantee of Rs. 72.57 Crore, provided by SLPL to Gujarat Maritime Board (GMB);
ii. To SBI Capital Trustee, for Term loan of Rs. 3,152.00 Crore, sanctioned to SLPL, by a consortium led by SBI;
iii. To SBI Capital Trustee, for Term loan of Rs. 1,802.87 Crore, sanctioned to TOPL, by a consortium led by SBI;
iv. To HDFC Limited, for Term Loan of Rs. 98.00 Crore, sanctioned to CEIPL;
v. To Union Bank of India, for Performance Bank Guarantee of Rs. 75.00 Crore for shipyard business, provided by Hazel Infra Limited to IDBI Bank, acting on behalf of Committee of Creditors of Reliance Naval and Engineering Limited.
5) Dividend & Reserve
Your directors have recommended payment of dividend @ Re. 0.10 per Equity Share (10%) on 26,39,17,000 Equity Shares of Re. 1/- each for the year ended 31st March, 2022, subject to approval of the shareholders at the ensuing 114th AGM.
The company has not transferred any amount to the General Reserve during the year.
6) Deposits:
The Company has not accepted any deposits from public during the year under review.
Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.
During the year under review, the Company has issued 1,96,60,000 equity shares of Re. 1/- each at Rs. 162/- each on preferential basis. The paid-up Equity share capital as on 31st March, 2022 was Rs. 2639.17 lakhs. Company has neither issued shares with differential voting rights nor has granted stock opti''ons/sweat equity.
8.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - A.
8.2 Corporate Governance
As required under Regulation 17(7) of the SEBI (LODR) Regulations, 2015, a report on the ''Corporate Governance'', together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.
Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
8.3 Annual Return:
Pursuant to provisions of Section 134 and 92 of the Companies Act, 2013, draft Annual Return is placed on the website of the Company www.swan.co.in
8.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:
Information under Section 134 (3) (m) of the Companies Act, 2013 (''the Act''), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure C.
8.5 Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - D.
8.6 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.
8.7 Number of Board Meetings:
During the year under review, 10 (Ten) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.
8.8 Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2022 and of the profit of the Company for that period;
(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
8.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.
8.10 Disclosure regarding Company''s policies under the Companies Act, 2013:
i Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down criteria for selection/appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.
ii Whistle Blower Policy
The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.
iii Risk Management Policy
The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.
iv Dividend Distribution Policy (DDP)
The Report on DDP is annexed to this Report - Annexure - E and is available on website of the company. www.swan.co.in
v Business Responsibility Report (BRR)
The Report on BRR is annexed to this Report - Annexure - F and is available on website of the company. www.swan.co.in
8.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.
8.12 Related Party Transactions:
All transactions entered with Related Parties for the year under review were in the ordinary course of business and do not have any potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.
8.13 Subsidiary Company:
A statement in Form AOC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. The financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.
8.14 Significant and material orders passed by the Regulators or courts:
There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.
8.15 Directors and KMP:
During the year under review, the Company has appointed Mr. Rohinton E. Shroff (DIN: 00234712) as an Additional Independent Director of the Company w.e.f 14th March, 2022.
At the ensuing Annual General Meeting, Mr. Navinbhai Dave (DIN: 01787259), retires by rotation and being eligible, offers himself for re-appointment.
8.16 Performance evaluation of the Board:
Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.
8.17 Prevention of Sexual Harassment of Women at Workplace:
The Company has constituted a committee in compliance of the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".
However, no case was reported to the Committee during the year under review.
8.18 Internal Financial Controls:
Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
9.1 Statutory Audit
M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W), was appointed as statutory auditors of the Company at the 109th AGM held on September 21, 2017 for a term of five consecutive years and their tenure as Statutory auditors of the Company is ending with conclusion of the 114th AGM of the Company.
Pursuant to the recommendation of the Audit Committee, the Board recommends to reappoint M/s N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Firm Registration No. 104030W), as statutory auditor of the Company for a second term of five years from the conclusion of this till the conclusion of the 119th AGM of the Company. Company have received consent and eligibility certificate from M/s N. N. Jambusaria & Co., for their reappointment as a Statutory Auditors of your Company.
9.2 Cost Audit
Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Firm Registration No. 100257) as the Cost Auditor for the financial year ending on 31st March, 2023, at a remuneration of Rs. 75,000/- (Rupees Seventy-Five thousand only) plus applicable taxes, Company have received consent and eligibility certificate from M/s V. H. Shah & Co., to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing 114th AGM.
9.3 Secretarial Audit
Pursuant to the recommendation of the Audit Committee, The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practising Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2022.
Secretarial Audit Report of the Company and its material subsidiaries for the year ended 31st march, 2022 are annexed to this Report as Annexure - G.
Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.
13 Proceedings Under Insolvency and Bankruptcy Code, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
14 Details of one time settlement:
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.
The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.
The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/staff.
For and on behalf of the Board of Directors
Chairman
Mumbai, 30th May, 2022 (DIN: 01787259)
Mar 31, 2018
1) The Directors are pleased to present the One Hundred Tenth (110th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2018.
2) Financial Results
|
For the year ended on 31.3.2018 (Rs. in Lakhs) |
For the year ended on 31.3.2017 (Rs. in Lakhs) |
|
|
Profit before interest & depreciation |
11979.79 |
2466.47 |
|
Less: Interest |
2301.58 |
1549.32 |
|
: Depreciation |
536.66 |
541.86 |
|
Profit before Tax |
9141.55 |
375.29 |
|
Less: Provision for Taxation |
1866.94 |
207.39 |
|
Net Profit for the year |
7274.61 |
167.90 |
|
Add: Amount of Profit & Loss Account brought forward |
12641.40 |
12606.61 |
|
Amount available for Appropriation |
19916.01 |
12774.51 |
|
Less: Appropriations: |
||
|
Transfer to General Reserve |
- |
- |
|
Dividend on Equity shares paid (including tax)* |
220.48 |
133.11 |
|
Balance of Profit & Loss Account transferred to Balance sheet |
19695.53 |
12641.40 |
* Pursuant to applicable provisions of Indian Accounting Standards, the dividend amount mentioned in the columns for 2017 and 2018 represents the dividend amount paid (including tax) for the financial years 2016 and 2017 respectively.
On standalone basis, revenue from operations for the financial year 2017-18 was Rs.31,636.18 lakhs as compared to Rs.33,080.73 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.11,979.79 lakhs as compared to Rs.2,466.47 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.7,274.61 lakhs as compared to Rs.167.90 lakhs in the previous year.
On consolidation basis, revenue from operations for the financial year 2017-18 was Rs.34,669.17 lakhs as compared to Rs.35,058.62 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.14,525.51 lakhs as compared to Rs.4,616.35 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.5,469.21 lakhs as compared to Rs.60.92 lakhs in the previous year.
3) Review of Operations
LNG Port Project:
Swan Energy Limited through a special purpose vehicle company Swan LNG Private Ltd. (âSLPLâ) is developing Indiaâs first Floating Storage and Regasification Unit (FSRU) based greenfield LNG Port project of 10 MMTPA. The Project comprises of development of LNG Port facilities utilizing a Floating Storage and Regasification Unit (âFSRUâ) along with Floating Storage Unit (âFSUâ) for LNG receipt, storage, regasification and send-out, with an initial regasification capacity of 5 MMTPA of LNG, off the Jafrabad coast in Amreli district in Gujarat (âthe Projectâ)
The project is first of its kind, all weather greenfield port facility for LNG Import with an estimated cost of INR 4,000 Crores. The Project development includes construction of LNG Terminals, Tug Berth Breakwater, Capital Dredging and Onshore Port Infrastructure.
LNG Terminal No. 1 willbe initially operated with a five (5.0) MMTPA along with new-built FSRU and a Floating Storage Unit (âFSUâ). Both FSRU and FSU will be on Long Term Bareboat Charter lease basis and connected by ship-to-ship transfer equipment.
Project development work has been started in year 2012 and during the year, many milestones, as listed below, have been achieved towards development and implementation ofthe LNG Port Project.
i- SLPL has executed Shareholders Agreement (SHA) on 17th October, 2017 with the following promoters for equity participation of SLPL. Post execution, all promoters have contributed initial contribution towards equity share capital.
The shareholding pattern of the SLPL, post execution of the above agreement and receipt of the initial contribution, is as under.
i- Swan Energy Limited (SEL) 63%
ii- GujaratMaritimeBoard(GMB) 15%
iii- Gujarat State Petronet Limited (GSPL) 11%
iv- FSRU Venture India One Private Limited (FVIOPL), 11% an affiliate of Mitsui OSK Lines (MOL), Japan
FVIOPL, an affiliate company of MOL, will also be the Technical Partner for the implementation of the LNG Port Project.
MOL will be supporting the Project by leveraging its technical expertise by finalizing specifications of the FSRU vessel and supervising FSRU construction. MOL will also arrange for FSU required for the Project under a long term FSU Bare Boat Charter basis and will also provide O&M services for both the FSRU and the FSU.
MOL is a leading marine transportation company, headquartered in Tokyo, Japan and owns and operates one of the worldâs largest merchant feet. MOL group owns and operates 847 vessels. The current LNG feet of MOL includes 91 LNG carriers which includes 74 available and 17 are under construction vessels. MOL, in consortium with Shipping Corporation of India (SCI), owns and operates a LNG vessel for Petronet LNG Limited.
ii- SLPL has executed Concession Agreement (CA) with Gujarat Maritime Board (GMB) and Government of Gujarat (GoG) for developing FSRU based LNG Port Project on 18th October 2017. With execution of this agreement, SLPL gets exclusive right and authority to develop, finance, design, construct, operate, maintain and provide Port services to the users. The term of the CA is for thirty (30) years from the date of Commencement of Operations, further extendable for a period of twenty (20)years on mutually agreed terms and conditions.
iii- SLPL, as a Charterer, has executed Bare Boat Charter agreement (BBC)with Triumph Offshore Private Limited (TOPL), to charter Floating Storage and Regasifcation Unit (FSRU) to your company on a long term lease for a period of 20 years.
TOPL, 100% subsidiary of SEL, was incorporated as a special purpose vehicle (SPV) to purchase FSRU for the LNG Port Project. TOPL has executed a Ship Building Contract for the construction of one (1) FSRU of 1,80,000 Cubic Meter (CBM) storage capacity with M/s Hyundai heavy Industries Company Limited, South Korea (HHICL).
iv- SLPL has executed Contract Agreement worth Rs.459 Crore for Engineering, Procurement, Construction and Commissioning (EPCC) of the LNG Terminal Topside Infrastructure for its 5 million metric tonnes per annum (5MMTPA) FSRU based LNG Port Project with M/s Black & Veatch Private Limited (BVPl).
BVPL is a subsidiary of USA company âBlack & Veatchâ (BV), a global leader in engineering, procurement and construction (EPC) services for energy, water and telecommunications since 1915, having presence across the globe with over 100 offices worldwide, with decades of proven performance on more than 3000 assignments in 40 countries.
v- SLPL, along with TOPL, has executed following agreements with its Project Technical Partner, Mitsui OSK Lines, Tokyo, Japan (MOL) and its 100% subsidiary M/s Regas Venture India One Private Limited (RVIOPL) for Indiaâs first LNG dedicated FSRU Port Project at Jafrabad, Gujarat. MOL is a well established& experienced shipping company, specialized in the Operation of LNG carriers (LNG), Floating Storage Units (FSU) and Floating Storage & Re-gasification Units (FSRU)).
a) Pre order Technical Support Agreement for FSRU, between TOPL and MOL.
b) Supervision Agreement for FSRU Construction, between SLPL, TOPL and MOL.
c) FSRU Operations & Maintenance (O&M) Agreement between SLPL and RVIOPL.
d) FSU Bareboat Charter Agreement, by and between SLPL and MOL.
e) FSU Operations & Maintenance (O&M) Agreement between SLPL and RVIOPL.
vi- In December, 2016, SLPL had executed an EPC contract for Marine and Dredging works worth Rs.2115 crore with National Marine & Infrastructure India Private Limited (NMIIPL) for carrying out the construction of LNG terminal at Jafrabad, Gujarat, to be completed within 3 years. NMIIPL had started the construction works.
However, during the month of February 2018, NMIIPL terminated the Contract after completing 85% of the Dredging, leaving the Jetty and Breakwater Works. Thereafter, in the month of April, 2018, SLPL has awarded Letter of Award (LOA) to M/s AFCONS Infrastructure Limited (AFL) for all Jetty related EPC works at a contract price of Rs.315 Crores. AFL has already commenced the work at site. SLPL is in the process of awarding balance works of Breakwater and left over Dredging.
At this point of time, cost and time over runs are not expected and the Project is likely to be completed during the 1st Quarter of 2020 and ready for commercial operation from April 2020.
vii- Currently, SEL is in the process of financial closure for the LNG Port Project of SLPL and ship financing of TOPL and have approached lenders for getting the necessary funding for the above. The response received from the lenders has been positive.
REAL ESTATE
Kurla Project:
Occupation Certificate (OC) for the 4thTower at Kurla project (commercial complex) has been received and the Tower has been handed over to the buyer, i.e., Equinox.
Sale of Land:
During the year, the Company has sold its land at Goa, admeasuring about 100 acres, for a consideration of Rs.115 Crores and handed over to the buyer in the month of April 2018.
Subsidiary Companies:
A- The status of the properties owned by one of the 100% subsidiary company, Cardinal Energy & Infrastructure Pvt Ltd (CEIPL) is as under:
i- Sai Tech Park, Bangalore - It is a developed commercial property, located at the IT park of Whitefield, Bangalore. It comprises 2.96 lakhs sq.ft & three buildings, all been entirely leased out to Harman Connected Services Corporation India Private Limited (Erstwhile Symphony Teleca Corporation India Private Limited), an MNC. The annual rent of Rs.15.47 Crores is used for payment of LRD loan from PNB Housing.
ii- Technoya Park, Hyderabad - During the year, the development of this commercial property, located at Gachibowli area of Hyderabad, was completed. Thereafter, 50% of the property was sold to another builder and the remaining 50% property, comprising 2.92 lakhs sq.ft, was leased out to Mahataa Information India Private Limited (Indian subsidiary of Google). The annual rent of Rs.14.00 Crores is used for payment of LRD loan from HDFC.
iii- BTM, Banglore - It is a land, admeasuring 0.75 acre. The company intends to develop it as a residential property.
iv- Apart from the above, another residential project, consisting of 2 basement GF 20 Floors containing 113 fats in Yeshwantpur area of Bengaluru, is being developed by CEIPL under Joint Development Agreement (JDA). Commencement Certificate (CC) for the construction has been received and the Plinth Area work (2 basements Ground Floor) is complete. The top line sale in the Project will be around Rs. 300 Crores. The Project is likely to be completed by 2020.
B- Another 100% subsidiary company, Pegasus Ventures Private Limited (PVPL) has land banks at Bangalore, Mangalore, Mysore and Chennai. The Company is exploring various options to develop these properties.
TEXTILE
During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs.1037.72 lakhs (Previous year Rs.1107.87 lakhs).
4) Material changes and commitments:
The company has issued a Corporate Guarantee (CG) amounting to US Dollars Two hundred and twenty four million and four hundred thousand only (US$ 224,400,000) in favour of M/s Hyundai heavy
Industries Company Limited, South Korea (HHICL) on behalf of its subsidiary TOPL, which shall expire on delivery of the FSRU Vessel to the TOPL.
5) Dividend & Reserve
Your company needs to conserve its resources for its various upcoming projects, including FSRU Project. Yet, as a investor friendly measure, your Directors have recommended payment of dividend @ â0.10 per Equity Share (10%) on 24,42,57,000 Equity Shares of Rs.1/- each for the year ended 31st March, 2018, subject to approval of the members. The amount of dividend and the tax thereon will be Rs.2,44,25,700/- and Rs.49,73,073/- (tax rate being @ 20.36%) respectively.
The company has not transferred any amount to the General Reserve during the year.
6) Fixed Deposits
The Company has not accepted any fixed deposits from public during the year under review.
7) Finance
Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.
During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2018 was Rs.2442.57 lakhs.
8) Statutory Disclosures :
8.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - A.
8.2 Corporate Governance
As required under Regulation 17(7) of the SEBI (LODR) Regulations, 2015, a report on the âCorporate Governanceâ, together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.
Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a âCode of Conduct and Ethicsâ for its Directors and Senior Executives.
8.3 Extract of Annual Return:
An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.
8.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:
Information under Section 134 (3) (m) of the Companies Act, 2013 (âthe Actâ), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.
8.5 Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - E.
8.6 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to the shareholders on request.
8.7 Number of Board Meetings and composition of Audit Committee:
During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.
8.8 Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) ofthe Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and
fair view of the state of affairs of the company as on 31st March, 2018 and of the profit of the Company for that period;
(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
8.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.
8.10 Disclosure regarding Companyâs policies under Companies Act, 2013:
i- Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down criteria for selection/appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.
ii- Whistle Blower Policy
The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.
iii- Risk Management Policy
The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are integrated with the management process such that they receive the necessary consideration during decision making.
8.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.
8.12 Related Party Transactions:
All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. There are no materially significant related party transactions during the year, which may have potential conflict with the interest ofthe company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.
8.13 Subsidiary Company:
A statement in Form AOC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. The financial statements and related documents ofthe Subsidiary companies shall be kept open for inspection at the registered office of the Company.
8.14 Significant and material orders passed by the Regulators or courts:
There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review which would impact the going concern status of the Company and its future operations.
8.15 Directors:
At the ensuing Annual General Meeting, Mr. Navinbhai Dave, retires by rotation and being eligible, offers himself for re-appointment.
8.16 Performance evaluation of the Board:
Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.
8.17 Prevention of Sexual Harassment of Women at workplace:
The Company has a constituted Committee in compliance of the provisions of âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â.
However, no case was reported to the Committee during the year under review.
8.18 Internal Financial Controls:
Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
9) Auditors:
9.1 Statutory Audit
M/s. N. N. Jambusaria & Co., Chartered Accountants, Mumbai (Registration No. 104030W) were appointed as Statutory auditors of the Company at the 109th AGM held on September 21, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified at every Annual General Meeting. However, in view of amendment in the Companies Act, 2013, the appointment of statutory auditors is no longer required to be ratified at every AGM and hence, no resolution is proposed in the Notice convening AGM.
9.2 Cost Audit
Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V. H. Shah & Co., Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ended 31st March, 2019, at a remuneration of Rs.75,000/- (Rupees Seventy Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing AGM.
9.3 Secretarial Audit
The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018 and their report is annexed to this Report - Annexure - F.
10) Auditorsâ Report:
Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.
11) Industrial relations:
The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.
12) Appreciation:
The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/ staff.
For and on behalf of the Board of Directors
Navinbhai C. Dave
Mumbai, 30th May, 2018 Chairman
Mar 31, 2017
1) The Directors are pleased to present the One Hundred Ninth (109th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2017.
2) Financial Results
|
Particulars |
For the year ended on 31.3.2017 (Rs. in Lakhs) |
For the year ended on 31.3.2016 (Rs. in Lakhs) |
|
Profit before interest & depreciation |
2461.93 |
1914.38 |
|
Less: Interest |
1544.78 |
1318.13 |
|
: Depreciation |
541.86 |
504.94 |
|
Profit before tax |
375.29 |
91.31 |
|
Less: Provision for taxation |
207.39 |
32.62 |
|
Net profit for the year |
167.90 |
58.69 |
|
Add: Amount of Profit & Loss Account brought forward |
12473.13 |
12547.55 |
|
Amount available for Appropriation |
12641.03 |
12606.24 |
|
Less: Appropriations: |
||
|
transfer to General Reserve |
- |
- |
|
Provision for Proposed Dividend (including tax) |
220.48 |
133.11 |
|
Balance of Profit & Loss Account transferred to Balance sheet |
12420.55 |
12473.13 |
3) Review of Operations FSRU
During the year, Long Term Terminal user Agreements were signed with Indian Oil Corporation (IOC), Bharat Petroleum (BPCL), ONGC and GSPC for 4.5 MMTPA out of the first phase capacity of 5 MMTPA. Engineering Procurement and Construction (EPC) Contracts for the Port terminal was finalized and issued during August 2016. After obtaining permission from Gujarat Maritime Board in Dec. 2016, the Site construction activities have started. the EPC contractor has completed a major portion of the Dredging work and onsite works are on full swing. Letter of Intent has been issued to the EPC Contractor for the topside during May 2017.
Seeing the Progress of the Project, we are glad to inform that Gujarat Government has agreed to increase their equity in the Project to 26% from 11%. the incremental 15% equity is being taken by Gujarat Maritime Board.
Ongoing discussions with the Foreign Partner in the Project has culminated in signing of term Sheets in April 2017 with them for equity as well as technical Collaboration. Full technical details of the FSRu has also been finalized and discussions with the Shipyard for signing the Ship Building Contract is on after issue of Letter of Intent.
REAL ESTATE
The Kurla project (Commercial Complex) involved construction of 4 towers of which, 3 towers have been handed over to the buyer, i.e. equinox. For the 4th tower, with an area of around 4,47,370 sq. ft., the company is in the process of handing over the same on receipt of Occupation Certificate (OC).
One of the 100% subsidiary company, Cardinal energy & Infrastructure Pvt Ltd (CEIPL) have two completed commercial properties, one at whitefield, Bangalore and second at Gachibowli, Hyderabad. Both the properties have been leased out to multinational companies.
CEIPL has entered into a Joint Development Agreement (JDA) to develop a land for a High End Residential Apartment Complex at Bangalore, housing 126 Luxury 3 BHK & 4BHK Apartments. The total constructed area in the project will be around 500,000 sqft with a potential top line sale of Rs.300 cr. Excavation work has already started and the project is due to be completed in the last quarter of 2020.
TEXTILE
During the current financial year, the Process House of the Company at Ahmedabad has posted profit before tax of Rs.1107.87 lakhs (Previous year Rs.1045.64 lakhs).
On standalone basis, revenue from operations for the financial year 2016-17 was Rs.33,076.19 lakhs as compared to Rs.31,725.84 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.2461.93 lakhs as compared to Rs.1914.38 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.167.90 lakhs as compared to Rs.58.69 lakhs in the previous year.
On consolidation basis, revenue from operations for the financial year 2016-17 was Rs.34,863.86 lakhs as compared to Rs.33,174.41 lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.4421.60 lakhs as compared to Rs.3526.13 lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.44.96 lakhs as compared to Rs.(18.52) lakhs in the previous year.
4) Material changes and commitments:
During the month of April, 2017, the company has issued 2,30,77,000 equity shares of face value of Rs.1/- each to M/s 2i Capital PCC, a foreign company, at a price of Rs.195/- each on a preferential basis. Post issue, equity share capital of the company is 24,42,57,000 equity shares of face value of Rs.1/-, totaling to Rs.2442.57 lakhs.
5) Dividend & Reserve
Your company needs to conserve its resources for its various upcoming projects, including FSRU Project. Yet, as a investor friendly measure, your Directors have recommended payment of dividend @ Rs.0.075 per Equity Share (7.5%) on 24,42,57,000 Equity Shares of Rs.1/- each for the year ended 31st March, 2017, subject to approval of the members. The amount of dividend and the tax thereon will be Rs.1,83,19,275/- and Rs.37,29,373/- (tax rate being @ 20.36%) respectively.
The company has not transferred any amount to the General Reserve during the year.
6) Fixed deposits
The Company has not accepted any fixed deposits from public during the year under review.
7) Finance
Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions.
During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity. The paid up Equity share capital as on 31st March, 2017 was Rs.2211.80 lakhs.
8) Statutory disclosures :
8.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a Management Discussion and Analysis is annexed to this Report - Annexure - A.
8.2 Corporate Governance
As required under Regulation 17(7) of the SEBI (LODR) Regulations, 2015, a report on the âCorporate Governanceâ, together with a certificate of statutory auditors confirming compliance of the conditions of the Corporate Governance, is annexed to this report - Annexure B.
Further, in compliance of Regulation 17(5) of the SEBI (LODR) Regulations, 2015, your Company has adopted a âCode of Conduct and Ethicsâ for its Directors and Senior Executives.
8.3 Extract of Annual Return:
An extract of the Annual Return in Form MGT - 9 is annexed to this Report - Annexure - C.
8.4 Conservation of energy, technology absorption and foreign exchange earnings and outgo:
Information under Section 134 (3) (m) of the Companies Act, 2013 (âthe Actâ), read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report - Annexure D.
8.5 Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - E.
8.6 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees under Section 197 (12) of Act, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be available for inspection at the registered office of the Company and will be made available to a shareholder on request.
8.7 Number of Board Meetings and composition of Audit Committee:
During the year under review, 11 (Eleven) Board Meetings were convened and held. The required details are given in the Corporate Governance Report forming part of this report.
8.8 Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2017 and of the profit of the Company for that period;
(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the company and that such controls are adequate and are operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
8.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149(6) of the Act.
8.10 Disclosure regarding Companyâs policies under Companies Act, 2013:
i- Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down criteria for selection/appointment and framework in relation to remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.
ii- Whistle Blower Policy
The Company has a Whistle Blower policy to deal with instances of fraud and mismanagement, which is posted on the website of the Company.
iii- Risk Management Policy
The Company has a structured Risk Management policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. the potential risks are integrated with the management process such that they receive the necessary consideration during decision making.
8.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section 186 of the Act are disclosed in the notes to Financial Statements.
8.12 Related Party transactions:
All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. there are no materially significant related party transactions during the year, which may have potential conflict with the interest of the company at large. the details of the transactions with the related parties are disclosed in the Accounts.
8.13 Subsidiary Company:
A statement in Form AOC - 1 pursuant to Section 129(3) of the Act, relating to subsidiary companies is attached to the Accounts. the financial statements and related documents of the Subsidiary companies shall be kept open for inspection at the registered office of the Company.
8.14 Significant and material orders passed by the Regulators or courts:
There were no significant and material orders passed by the Regulators or Courts or tribunals during the year under review which would impact the going concern status of the Company and its future operations.
8.15 Directors:
At the ensuing Annual General Meeting, Mr. Paresh V Merchant, retires by rotation and being eligible, offers himself for re-appointment.
Mr. Vilas A. Gangan resigned as whole time director of the Company with effect from 1st August, 2016. the Board has placed on record its sincere appreciation and gratitude for his valuable services in various capacities to the company and group as a whole during his long tenure since 1993.
The Board, with deep regret, noted the sad demise of Late Nagardas H. Panchal, an independent director, on 5th July, 2016 and placed on record its deepest condolence. the Board also placed on record its sincere appreciation and gratitude for his contribution to the company since 2004.
8.16 Performance evaluation of the Board:
Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of all the Committees of the Board.
8.17 Prevention of Sexual Harassment of Women at workplace:
The Company has a constituted Committee in compliance of the provisions of âSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â. However, no case was reported to the Committee during the year under review.
9) Auditors:
9.1 Statutory Audit
M/s. V R. Renuka & Co., Chartered Accountants (ICAI Registration No. 108826W), the retiring Auditors have completed the maximum tenure as Statutory Auditors of the Company and hence, are not eligible for re-appointment pursuant to Section 139(2) of the Act.
Pursuant to the recommendation of the Audit Committee, the Board recommends to appoint M/s N. N. Jambusaria & Co., Chartered Accountants (ICAI Registration No. 104030W), who have given consent and eligibility certificate to act as a Statutory Auditors of your Company for one term of five consecutive years from the conclusion of the ensuing AGM, subject to annual ratification by members at every AGM.
9.2 Cost Audit
Pursuant to the recommendation of the Audit Committee, the Board has appointed M/s V H. Shah, Cost Accountants (Registration No. 100257) as the Cost Auditor for the financial year ended 31st March, 2018, at a remuneration of Rs.55000/- (Rupees Fifty Five thousand only) plus applicable taxes, who have given consent and eligibility certificate to act as a Cost Auditors of your Company. The remuneration payable is required to be ratified at the ensuing AGM.
9.3 Secretarial Audit
The Board has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017 and their report is annexed to this Report - Annexure - F.
10) Auditorsâ Report:
Report of the auditors, read with the notes to the financial statements, is self-explanatory and need no elaboration.
11) Industrial relations:
The relationship with all the concerned continued to remain harmonious and cordial throughout the year under review.
12) Appreciation:
The Directors place on record their appreciation for support and timely assistance from Financial Institutions, Banks, Government Authorities and above all, its Shareholders, who have extended their valuable support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and services by all the employees/ staff.
For and on behalf of the Board of Directors
Navinbhai C. Dave
Mumbai, 30th May, 2017 Chairman
Mar 31, 2016
1) The Directors are pleased to present the one Hundred Eight (108th)
Annual Report together with the Audited Financial Statements
(Standalone & Consolidated) for the year ended 31st March, 2016.
2) Financial Results
Particulars For the year For the year
ended on ended on
31.3.2016 31.3.2015
(Rs. in lacs) (Rs. in lacs)
Profit before interest & depreciation 1914.38 3163.14
Less: Interest 1318.13 1916.46
: Depreciation 504.94 543.96
Profit before Tax 91.31 702.72
Less: Provision for Taxation 32.62 223.70
Net Profit for the year 58.69 479.02
Add: Amount of Profit & Loss Account
brought forward 12547.55 12467.85
Amount available for Appropriation 12606.24 12946.87
Less: Appropriations:
Transfer to General Reserve - -
Provision for Proposed Dividend
(including tax) 133.11 399.32
Balance of Profit & Loss Account
transferred to Balance sheet 12473.13 12547.55
3) Review of Operations
The possession of ''Tower D'' at the Kurla commercial project
''Peninsula Techno-park'' is expected to be handed over to the buyer in
the financial year 2016-17.
The subsidiary companies of the Company have procured all regulatory
clearances for the two properties in the south and its development is
likely to start soon.
During the current financial year, the Process House of the Company at
Ahmedabad has posted profit before tax of Rs. 1045.64 lacs (Previous
year Rs. 882.97 lacs).
Subsequent to receipt of major permissions, including environmental
clearance, for the FSRU project at Jafrabad, Gujarat, Terminal user
agreements have been signed with the users of the Terminal initially
for 4.5 MMTPA. The Project is expected to be commissioned during the
year 2019-20.
on standalone basis, revenue from operations for the financial year
2015-16 was Rs. 31,725.84 lacs as compared to Rs. 30,021.10 lacs in the
previous year. Earning before interest, tax, depreciation and
amortization (EBITDA) for the year was Rs. 1914.38 lacs as compared to
Rs. 3163.14 lacs in the previous year. Profit after Tax (PAT) for the
year was Rs. 58.69 lacs as compared to Rs. 479.03 lacs in the previous
year.
on consolidation basis, revenue from operations for the financial year
2015-16 was Rs. 33,174.41 lacs as compared to Rs. 31,440.46 lacs in the
previous year. Earning before interest, tax, depreciation and
amortization (EBITDA) for the year was Rs. 3526.13 lacs as compared to
Rs. 4509.32 lacs in the previous year. Profit after Tax (PAT) for the
year was Rs. (18.52) lacs as compared to Rs. 301.63 lacs in the
previous year.
4) Dividend and Reserve
Inspite of lower profitability, Directors have recommended payment of
dividend @ Rs. 0.05 per Equity Share (5%) on 22,11,80,000 Equity Shares
of Rs. 1/- each for the year ended 31st March, 2016, subject to
approval of the members. The amount of dividend and the tax thereon
will be Rs. 1,10,59,000/- and Rs. 22,51,612/- (tax rate being @ 20.36%)
respectively
The company has not transferred any amount to the General Reserve
during the year
5) Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
6) Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to the Banks and other institutions.
During the year under review, the Company has neither issued shares
with differential voting rights nor has granted stock options/sweat
equity. The paid up Equity share capital as on 31st March, 2016 was Rs.
2211.80 lacs.
7) Statutory Disclosures
7.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LoDR) Regulations,
2015, a Management Discussion and Analysis is annexed to this Report -
Annexure - A.
7.2 Corporate Governance
As required under Regulation 17(7) of the SEBI (LoDR) Regulations,
2015, a report on the ''Corporate Governance'', together with a
certificate of statutory auditors confirming compliance of the
conditions of the Corporate Governance, is annexed to this report -
Annexure B.
Further, in compliance of Regulation 17(5) of the SEBI (LoDR)
Regulations, 2015, your Company has adopted a ''Code of Conduct and
Ethics'' for its Directors and Senior Executives.
7.3 Extract of Annual Return:
An extract of the Annual Return in Form MGT - 9 is annexed to this
Report - Annexure - C.
7.4 Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Information under Section 134 (3) (m) of the Companies Act, 2013
(''the Act''), read with Rule 8 of the Companies (Accounts) Rules, 2014
is annexed to this Report - Annexure D.
7.5 Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - E.
7.6 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised,
the information required under Section 197 (12) of Act, read with Rule
5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors and employees of the Company is
available for inspection at the registered office of the Company and
will be made available to a shareholder on request.
7.7 Number of Board Meetings and composition of Audit Committee:
During the year under review, 9 (Nine) Board Meetings were convened and
held. The required details are given in the Corporate Governance Report
forming part of this report.
7.8 Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) appropriate accounting policies have been selected and applied
consistently. Judgments and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the state of
affairs of the company as on 31st March, 2016 and of the profit of the
Company for that period;
(c) proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the
company and that such controls are adequate and are operating
effectively;
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively
7.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their
Declaration of Independence, as required under the provisions of
Section 149(7) of the Act, stating that they meet the criteria of
independence as provided in section 149(6) of the Act.
7.10 Disclosure regarding Company''s policies under Companies Act, 2013:
i- Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down criteria for
selection/ appointment and framework in relation to remuneration of
Directors, Key Managerial Personnel (KMPs) and Senior Management of the
Company.
ii- Whistle Blower Policy
The Company has a Whistle Blower policy to deal with instances of fraud
and mismanagement, which is posted on the website of the Company.
iii- Risk Management Policy
The Company has a structured Risk Management policy. The Risk
Management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. The potential risks are integrated with the management
process such that they receive the necessary consideration during
decision making.
7.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section
186 of the Act are disclosed in the notes to Financial Statements.
7.12 Related Party Transactions:
All transactions entered with Related Parties for the year under review
were on arm''s length basis and in the ordinary course of business.
There are no materially significant related party transactions during
the year, which may have potential conflict with the interest of the
company at large. The details of the transactions with the related
parties are disclosed in the Accounts.
7.13 Subsidiary Company:
A statement in Form AoC - 1 pursuant to Section 129(3) of the Act,
relating to subsidiary companies is attached to the Accounts. The
financial statements and related documents of the Subsidiary companies
shall be kept open for inspection at the registered office of the
Company.
7.14 Significant and material orders passed by the Regulators or
courts:
There were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year under review which would impact
the going concern status of the Company and its future operations.
7.15 Directors:
At the ensuing Annual General Meeting, Mr. Nikhil v. Merchant, retires
by rotation and being eligible, offers himself for re-appointment.
7.16 Performance evaluation of the Board:
Pursuant to the Section 134 of the Act and SEBI (LoDR) Regulations
2015, the Board has carried out an annual performance evaluation of its
own, the Directors individually and all the Committees of the Board.
7.17 Prevention of Sexual Harassment of Women at workplace:
The Company has a constituted committee in compliance of the provisions
of "Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013''. No case was reported to the Committee
during the year under review.
8) Auditors:
8.1 Statutory Audit
M/s. v. R. Renuka & Co., Chartered Accountants, Mumbai (Registration
No. 108826W) were appointed as Statutory auditors of the Company at the
106th AGM held on September 29, 2014 for a term of three consecutive
years. However, such appointment is subject to annual ratification at
each AGM and accordingly, resolution for approval of members is placed
in the Notice.
8.2 Cost Audit
The Board has appointed M/s v. H. Shah, Cost Accountants (Registration
No. 100257) as the Cost Auditor for the year ended 31st March, 2017,
pursuant to Section 148 of the Act, read with applicable Rules, at a
remuneration of Rs. Rs. 55000/- (Rupees Fifty Five thousand only) plus
applicable taxes, which is required to be ratified by the shareholders
at the ensuing AGM.
8.3 Secretarial Audit
The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a
practicing Company Secretary, to undertake the Secretarial Audit of the
Company and their report is annexed to this Report - Annexure - F.
9) Auditors'' Report:
Report of the auditors, read with the notes to the financial
statements, is self-explanatory and need no elaboration.
10) Industrial relations:
The relationship with all the concerned continued to remain harmonious
and cordial throughout the year under review.
11) Appreciation:
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and
services by all the employees/staff.
For and on behalf of the Board of Directors
Navinbhai C. Dave
Mumbai, 30th May, 2016 Chairman
Mar 31, 2015
Dear Members,
1) The Directors are pleased to present the One Hundred Seventh
(107th) Annual Report together with the Audited Financial Statements
(Standalone & Consolidated) for the year ended 31st March, 2015.
2) Financial Results
Particulars For the year For the year
ended on ended on
31.3.2015 31.3.2014
(rs in lacs) (Rs in lacs)
Profit before interest & depreciation 3163.14 4185.05
Less: Interest 1916.46 2803.33
: Depreciation 543.96 431.58
Profit before Tax 702.72 950.14
Less: Provision for taxation 223.70 295.18
Net Profit for the year 479.02 654.96
Add: Amount of Profit & Loss Account 12467.85 12573.05
brought forward
Amount available for Appropriation 12946.87 13228.01
Less: Appropriations:
transfer to General Reserve - 372.00
Provision for Proposed Dividend 399.32 388.16
(including tax)
Balance of Profit & Loss Account 12547.55 12467.85
transferred to Balance sheet
3) Review of Operations
Inspite of the best efforts, the possession of Tower D' at the Kurla
commercial project 'Peninsula techno- park' could not be handed over to
the buyer this year due to certain legal hurdles, which now stands
cleared. Your Directors are hopeful that the possession shall be handed
over to the buyer in the financial year 2015-16.
the Company is planning to start construction on few of the properties
in the South through its two subsidiary companies. once commissioned,
the projects are expected to fetch decent returns. the process of
getting numerous regulatory clearances are on way for these and other
properties and the company intends to expedite start of construction
activities, once all requisite clearances are in place.
the Process House of the Company at Ahmedabad has posted profit before
tax of Rs. 882.97 lacs during the current financial year.
Subsequent to receipt of major permissions, including environmental
clearance, from the relevant authorities for the FSRu project at
Jafrabad, Gujarat, term Sheets have been signed with the users of the
terminal. the Project is expected to be commissioned during the year
2018-19.
on standalone basis, revenue from operations for the financial year
2014-15 was Rs. 30,021.10 lacs as compared to Rs. 31,867.82 lacs in the
previous year. Earning before interest, tax, depreciation and
amortization (EBITDA) for the year was Rs. 3163.14 lacs as compared to
Rs. 4185.05 lacs in the previous year. Profit after tax (Pat) for the
year was Rs. 479.02 lacs as compared to Rs. 654.96 lacs in the previous
year.
on consolidation basis, revenue from operations for the financial year
2014-15 was Rs. 31,440.46 lacs as compared to Rs. 33,287.18 lacs in the
previous year, earning before interest, tax, depreciation and
amortization (EBITDA) for the year was Rs. 4509.31 lacs as compared to
Rs. 5236.41 lacs in the previous year. Profit after Tax (PAT) for the
year was Rs. 301.63 lacs as compared to Rs. (42.60) lacs in the
previous year
4) Dividend and Reserve
As a continuing investor friendly measure, your Directors are pleased
to recommend payment of a dividend @ Rs. 0.15 per Equity Share (15%) on
22,11,80,000 Equity Shares of Rs. 1/- each for the year ended 31st
March, 2015, subject to approval of the members,. The amount of
dividend and the tax thereon will be Rs. 3,31,77,000/- and Rs.
67,55,169/- (tax rate being @ 20.36%) respectively.
The company has not transferred any amount to the General Reserve
during the year
5) Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
6) Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to the Banks and other institutions.
During the year under review, the Company has neither issued shares
with differential voting rights nor has granted stock options/sweat
equity. The paid up Equity share capital as on 31st March, 2015 was Rs.
2211.80 lacs.
7) Statutory Disclosures:
7.1 Management Discussion and Analysis:
As required under Clause 49 of the Listing Agreement, the Management
Discussion and Analysis is annexed to this Report - Annexure - A.
7.2 Corporate Governance
As required under Clause 49 of the Listing Agreement, a report on the
'Corporate Governance', together with a certificate of statutory
auditors confirming compliance of the conditions of the Corporate
Governance, is annexed to this report - Annexure B.
Further, in compliance of the said Clause 49, your Company has adopted
a 'Code of Conduct and Ethics' for its Directors and Senior Executives.
7.3 Extract of Annual Return:
An extract of the Annual Return in Form MGT - 9 is annexed to this
Report - Annexure - C.
7.4 Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Information under Section 134 (3) (m) of the Companies Act, 2013 ('the
Act'), read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed to this Report - Annexure D.
7.5 Corporate Social Responsibility (CSR) Policy:
The Report on CSR is annexed to this Report - Annexure - E.
7.6 Particulars of Employees:
The information required under Section 197 (12) of Act, read with Rule
5 of Companies (Appointment and remuneration of Managerial personnel)
Rules, 2014 in respect of Directors and employees of the Company is
furnished in Annexure - F, which is not being sent along with this
Report in line with Section 136 (1) of the Act. This Annexure will be
made available to a shareholder on request.
7.7 Number of Board Meetings and composition of Audit Committee:
During the year under review, 10 (ten) Board Meetings were convened and
held. The required details are given in the Corporate Governance Report
forming part of this report.
7.8 Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) of the Act, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(b) Appropriate accounting policies have been selected and applied
consistently. Judgments and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the state of
affairs of the company as on 31st March, 2015 and of the profit of the
Company for that period;
(c) Proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
(e) Internal financial controls have been laid down and followed by the
company and that such controls are adequate and are operating
effectively;
(f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
7.9 Statement on declaration given by independent Directors:
The Independent Directors of the Company have submitted their
Declaration of Independence, as required under the provisions of
Section 149(7) of the Act, stating that they meet the criteria of
independence as provided in section 149(6) of the Act.
7.10 Disclosure regarding Company's policies under Companies Act, 2013:
i- Remuneration and Nomination Policy
The Board of Directors have framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel
(KMPs) and Senior Management of the Company. this policy also lays down
criteria for selection and appointment of Board Members, KMPs and
Senior Management of the Company.
ii- Whistle Blower Policy
the Company has a Whistle Blower policy to deal with instances of fraud
and mismanagement, which is posted on the website of the Company.
iii- Risk Management Policy
the Company has a structured Risk Management policy. the Risk
Management process is designed to safeguard the organization from
various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact
on the business. the potential risks are integrated with the management
process such that they receive the necessary consideration during
decision making.
7.11 Particulars of loans, Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section
186 of the Act are disclosed in the notes to Financial Statements.
7.12 Related Party transactions:
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business.
there are no materially significant related party transactions made by
the Company with its promoters, directors or their relatives during the
year, which may have potential conflict with the interest of the
company at large. the details of the transactions with the related
parties are disclosed in the notes to Financial Statements.
7.13 Subsidiary Company:
A statement in Form AOC - 1 pursuant to Section 129(3) of the Act,
relating to subsidiary companies is attached to the Accounts. the
financial statements and related documents of the Subsidiary companies
shall be kept open for inspection at the registered office of the
Company.
7.14 Significant and material orders passed by the Regulators or
courts:
there were no significant and material orders passed by the Regulators
or Courts or tribunals during the year under review which would impact
the going concern status of the Company and its future operations.
7.15 Directors:
At the ensuing Annual General Meeting, Mr. Padmanabhan Sugavanam,
retires by rotation and being eligible, offers himself for
re-appointment. He, being eligible, is proposed to be re-appointed as a
Whole time Director of the Company for a period of five years with
effect from 24th September, 2015.
Mrs. Surekha Oak was appointed as an Additional Independent Director on
13th March, 2015. She, being eligible, is proposed to be appointed as
an Independent Director for a period of five years with effect from
13th March, 2015.
Resolutions for the approval of the Members for the aforesaid
appointments are placed in the Notice calling the ensuing AGM. As
required under clause 49 of the Listing Agreement, the brief resumes of
the Directors are furnished in the Notice of the Annual General
Meeting.
7.16 Performance evaluation of the Board:
Pursuant to the Section 134 of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation
of its own performance, the Directors individually as well as the
evaluation of the working of all the Committees of the Board.
7.17 Prevention of Sexual Harassment of Women at workplace:
In compliance of the provisions of "Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013', the
Company has formed a Committee during the year. However, no case was
reported to the Committee during the year under review.
8) Auditors:
8.1 Statutory Audit
M/s. V R. Renuka & Co., Chartered Accountants, Mumbai (Registration No.
108826W) were appointed as Statutory auditors of the Company at the
106th AGM held on September 29, 2014 for a term of three consecutive
years. However, such appointment is subject to annual ratification at
each AGM and accordingly, resolution for approval of members is placed
in the Notice.
8.2 Cost Audit
During the Financial year 2014-15, Cost Audit was not applicable to the
Company.
8.3 Secretarial Audit
The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318), a
practicing Company Secretary, to undertake the Secretarial Audit of the
Company and their report is annexed to this Report - Annexure - G.
9 Auditors' Report:
Report of the auditors, read with the notes to the financial
statements, is self-explanatory and need no elaboration.
10 Industrial relations:
The relationship with all the concerned continued to remain harmonious
and cordial throughout the year under review.
11 Appreciation:
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and
services by all the employees/ staff.
For and on behalf of the Board of Directors
Navinbhai C. Dave
Mumbai, 14th August, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have the pleasure to present herewith their 106th Annual
Report with Audited Statement of Accounts for the year ended on March
31, 2014. The operating results are as under:
Financial Results For the year ended For the year ended
on 31.3.2014 on 31.3.2013
(Rs. in lacs) (Rs. in lacs)
Profit before interest & depreciation 4185.05 5301.91
Less: Interest 2803.33 1758.38
: Depreciation 431.58 427.48
Profit before Tax 950.14 3116.05
Less: Provision for Taxation 295.18 1062.74
Net Profit for the year 654.96 2053.31
Add: Amount of Profit & Loss Account
brought forward 12573.05 11071.79
Amount available for Appropriation 13228.01 13125.10
Less: Appropriations:
Transfer to General Reserve 372.00 -
Provision for Proposed Dividend
(including tax) 388.16 552.05
Balance of Profit & Loss Account
transferred to Balance sheet 12467.85 12573.05
Review of Operations
The possession of ''Tower D'' at the Kurla commercial project ''Peninsula
Techno-park'' could not be handed over to the buyer in the financial
year 2013-14 due to certain unavoidable reasons. However, it is
contemplated that the same shall be handed over to the buyer in the
financial year 2014-15.
The Process House of the Company at Ahmedabad has posted profit before
tax of Rs. 745.09 lacs during the current financial year.
During the year, the Company has attained profitability with EBIDT of
Rs. 4185.05 lacs for the current year as compared to Rs. 5301.91 lacs
in the previous year. Net profit for the current year is Rs. 654.96
lacs as compared to Rs. 2053.31 lacs in the previous year.
The Company has received major permissions, including environmental
clearance, from the relevant authorities for its FSRU project at
Jafrabad, Gujarat.
The Company, through its two subsidiary companies, had acquired
properties in the South. During the year, it has made significant
progress in the direction of starting development of the properties
acquired. The Company intends to start construction on few of the
projects during the year.
Dividend
Inspite of lower profitability as compared to previous year, as an
investor friendly measure, your Directors are pleased to recommend for
approval of the members, payment of a dividend at the rate of Rs. 0.15
per Equity Share (15%) on 22,11,80,000 Equity Shares of Rs. 1/- each
for the year ended 31st March, 2014. The amount of dividend and the tax
thereon will be Rs. 3,31,77,000/- and Rs. 56,38,431.15 (tax rate being
@ 16.995%) respectively.
Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to Banks and other institutions.
Directors
At the ensuing Annual General Meeting, Mr. Nikhil V. Merchant and Mr.
Paresh V. Merchant, retire by rotation and being eligible, have offered
themselves for re-appointment.
As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Mr. Rajkumar Sukhdevsinhji, Mr.
Pitamber Teckchandani, Mr. Shobhan Diwanji, Mr. Rajat Kumar Dasgupta
and Mr. Nagardas Panchal are proposed to be appointed as Independent
Directors of the Company for a period of five years commencing from
29th September, 2014.
Pursuant to Section 149(1) of the Act, every listed company is required
to appoint at least one woman director on the Board of the company.
Accordingly, Mrs. Dharmistha Tanna is proposed to be appointed as an
Independent Director of the Company for a period of five years
commencing from 29th September, 2014.
Resolutions for the approval of the Members for the aforesaid
appointments are included in the notice calling the ensuing Annual
General Meeting. As required under clause 49 of the Listing Agreement,
the brief resumes of the Directors are furnished in the Notice of the
Annual General Meeting.
Auditors
The Auditors, M/s. V. R. Renuka & Co., Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. Pursuant to the Section 139 of the
Companies Act, 2013, it is proposed to appoint M/s. V. R. Renuka & Co.
as statutory auditors of the company for a term of 3 years from the
conclusion of the ensuing AGM till the conclusion of the 109th AGM to
be held in the year 2017, subject to annual ratification by members at
AGM. Consent and certificate from the auditors has been received as
required under section 139 of the Act.
Auditors'' Report
Report of the auditors read with the notes on accounts is
self-explanatory and need no elaboration.
Particulars of Employees
The particulars required under Section 217(2A) of the Companies Act,
1956, are furnished in the Annexure to the Report.
Corporate Governance
A report on the ''Management Discussions and Analysis'' and the
''Corporate Governance'', along with a certificate from the Auditors of
the Company regarding the compliance of the conditions of the Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to this report.
Further, as required under the said Clause 49, your Company has adopted
a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis
of information placed before them, the Directors confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at 31st March 2014 and of the profit of
the Company for the said year;
iii. Proper and sufficient care has been taken for the maintenance of
the adequate accounting records in accordance with the provisions of
the Companies Act, 1956 for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The particulars relating to energy conservation, technology absorption,
foreign exchange earning and outgo, as required to be disclosed under
section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are provided in the Annexure to the Report.
Subsidiary Company
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies, is attached to the Accounts. In terms
of General Exemption, under Section 212 (8) of the Companies Act, 1956,
granted by Ministry of Corporate Affairs vide its circular no. 02/2011
dated 8th February, 2011, and in compliance with conditions enlisted
therein, the Audited Statement of Accounts, Auditors Report thereon and
the Reports of the
Board of Directors of the Company''s subsidiaries for the financial year
ended 31st March, 2014 have not been annexed. The Annual Accounts and
related documents of the Subsidiary companies shall be kept open for
inspection at the Registered office of the Company.
Further, pursuant to Accounting Standard [AS-21] issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiaries.
Industrial relations
The relationship with all the concerned continued to remain cordial
throughout the year under review.
Appreciation
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and
services by all the employees/staff.
For and on behalf of the Board of Directors
For Swan Energy Limited
Navinbhai C. Dave
Mumbai, August 14, 2014 Chairman
Mar 31, 2013
The Directors have the pleasure to present herewith their 105th Annual
Report with Audited Statement of Accounts for the year ended on March
31, 2013. The operating results are as under:
Financial Results For the year
ended For the year
ended
on March
31, 2013 on March
31, 2012
(Rs. in lacs) (Rs. in iacs)
Profit before interest
& depreciation 5301.91 5100.72
Less: Interest 1758.38 903.66
Depreciation 427.48 419.44
Profit before Tax 3116.05 3777.62
Less: Provision for Taxation 1062.74 1127.57
Net Profit for the year 2053.31 2650.05
Add: Amount of Profit & Loss
Account brought forward 11071.79 8752.97
Amount available for Appropriation 13125.10 11403.02
Less: Appropriations:
Provision for Proposed
Dividend (including tax) 552.05 331.23
Balance of Profit & Loss
Account transferred to
Balance sheet 12573.05 11071.79
Review of Operations
The construction of Tower D'' at the Kurla commercial project ''Peninsula
Techno-park'' has been completed. The tower shall be handed over to the
Buyer shortly and it shall be booked as a Sale in the financial year
2013-14.
In spite of recession and sluggishness in the Textile sector, your
Company could turn around the Process House of the Company at
Ahmedabad, which has posted profit of ^ 262.85 lacs during the current
financial year.
During the year, the Company has also booked sale of few flats at
''Ashok Garden'', Sewri, which has enabled Company to attain
profitability with EBIDT of Rs. 5301.91 lacs for the current year as
compared to Rs. 5100.72 lacs in the previous year. Net profit after tax
for the current year is Rs. 2053.31 lacs as compared to ^ 2650.05 lacs in
the previous year.
The Company is at advanced stage in its Floating Storage &
Regasification Unit (FSRU) project at Jafrabad, Gujarat. The Company
has received major permissions from the relevant authorities.
Negotiations are in progress with a reputed multi-national company for
a joint venture. The project is likely to be operational by November
2016.
During the year, the Company, through its subsidiary company ''Cardinal
Energy and Infrastructure Private Limited'', has acquired a commercial
property in Bengaluru which is leased out to an MNC IT Company. The
subsidiary has also acquired a semi-finished commercial property at
Hyderabad and land at Bengaluru.
Beside above, the Company, through its another Subsidiary Company
''Pegasus Ventures Private Limited'', has also acquired Properties in the
South. The Company intends to start construction on these during the
year.
Dividend
As an investor friendly measure, your Directors are pleased to
recommend for approval of the members, payment of a dividend at the
rate of Rs. 0.50 per Equity Share (25%) on 9,50,00,000 Equity Shares of Rs.
21- each for the year ended 31st March, 2013. The amount of dividend
and the tax thereon will be Rs. 4,75,00,000/- and Rs. 77,05,687.50 (tax
rate being @ 16.2225%) respectively.
Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to Banks and other institutions.
Directors
At the ensuing Annual General Meeting, Mr. Rajkumar Sukhdevsinhji and
Mr. Navinbhai C. Dave, retire by rotation and being eligible, have
offered themselves for re-appointment.
Resolutions for the approval of the Members for the aforesaid
appointments are included in the notice calling the ensuing Annual
General Meeting. As required under clause 49 of the Listing Agreement,
the brief resumes of the Directors are furnished in the Notice of the
Annual General Meeting.
Auditors
The Members are requested to appoint Auditors for the current year and
authorize the Board of Directors to fix their remuneration. The
retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being
eligible, offers themselves for re-appointment.
Auditors'' Report
Report of the auditors read with the notes on accounts is
self-explanatory and need no elaboration.
Cost Auditors
In terms of requirement of The Companies (Cost Accounting Records)
Rules, 2011, your Company is maintaining all the prescribed cost
records. Further, the company has appointed Mr. V. H. Shah, Cost
Auditor, as Cost Accountant of the Company under these Rules. The
prescribed Compliance Report for the financial year ended 31st March,
2013 duly certified by Mr. V. H. Shah, Cost Accountant of the company,
along with the prescribed annexure thereon, will be filed with the
Central Government within the prescribed time.
Particulars of Employees
The particulars required under Section 217(2A) of the Companies Act,
1956, are furnished in the Annexure to the Report.
Corporate Governance
A report on the ''Management Discussions and Analysis'' and the
''Corporate Governance'', along with a certificate from the Auditors of
the Company regarding the compliance of the conditions of the Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
annexed to this report.
Further, as required under the said Clause 49, your Company has adopted
a ''Code of Conduct and Ethics'' for its Directors and Senior Executives.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
on the basis of information placed before them, the Directors confirm
that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at 31 st March 2013 and of the profit of
the Company for the said year;
iii. Proper and sufficient care has been taken for the maintenance of
the adequate accounting records in accordance with the provisions of
the Companies Act, 1956 for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to energy conservation, technology absorption,
foreign exchange earning and outgo, as required to be disclosed under
section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are provided in the Annexure to the Report.
Subsidiary Company
During the year, the Company has invested X 10,01,00,000/-,
(1,00,10,000 Equity shares ofRs. 10/- each) in its subsidiary company
''Pegasus Ventures Private Limited'', thereby making it its 100%
Subsidiary Company.
A statement pursuant to Section 212 of the Companies Act, 1956,
relating to subsidiary companies, is attached to the Accounts. In terms
of General Exemption, under Section 212 (8) of the Companies Act, 1956,
granted by Ministry of Corporate Affairs vide its circular no. 02/2011
dated 8th February, 2011, and in compliance with conditions enlisted
therein, the Audited Statement of Accounts, Auditors Report thereon and
the Reports of the Board of Directors of the Company''s subsidiaries for
the financial year ended 31st March, 2013 have not been annexed. The
Annual Accounts and related documents of the Subsidiary Companies shall
be kept open for inspection at the Registered office of the Company.
Further, pursuant to Accounting Standard [AS-21] issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiaries.
Industrial Relations
The relationship with all the concerned continued to remain cordial
throughout the year under review.
Appreciation
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and
services by all the employees/staff.
For and on behalf of the
Board of Directors
Navinbhai C. Dave
Mumbai, August 14, 2013 Chairman
Mar 31, 2012
The Directors have the pleasure to present herewith their 104th Annual
Report with Audited Statement of Accounts for the year ended on March
31,2012. The operating results are as under:
Financial Results For the year ended For the year ended
on 31.3.2012 on 31.3.2011
Rs.in lacs Rs.in lacs
Profit before interest
& depreciation 5,100.72 8,132.74
Less: Interest 903.66 1,176.97
depreciation 419.44 156.31
Profit before Tax 3,777.62 6,799.46
Less: Provision for Taxation 1,127.57 2,417.72
Net Profit for the year 2,650.05 4,381.74
Add: Amount of Profit & Loss
Account brought forward 8,752.97 4,592.05
Amount available for
Appropriation 11,403.02 8,973.79
Less: Appropriations:
Provision for Proposed
Dividend (including tax) 331.23 220.82
Balance of Profit & Loss
Account transferred to 11,071.79 8,752.97
Balance Sheet
Review of Operations
The construction of Tower D' at the Kurla commercial project 'Peninsula
Techno-park' is near completion and shall be completed during the
financial year 2012-13.
The Process House of the Company at Ahmedabad was operational during
the year. However, due to recession and sluggishness in the entire
industrial sector, more particularly in the Textile sector, the Process
House could not achieve its break even and had to suffer losses.
However, the Company is putting its best efforts to ensure
profitability from the same during the financial year 2012-13.
During the year, the Company has booked sale of few flats at 'Ashok
Garden', Sewri, which has enabled the Company to attain profitability
with EBIDT of ^ 5,100.72 lacs for current year as compared to Rs.
8,132.74 lacs in the previous year. Net profit for the current year is
Rs. 2,650.05 lacs as compared toRs. 4,381.74 lacs in the previous year.
During the year, the Company, through its subsidiary company 'Cardinal
Energy and Infrastructure Private Limited' has acquired two
semi-finished commercial properties at Bengaluru and Hyderabad. For
Bengaluru property, lease agreement has already been executed with a
leading MNC IT company. Talks are on to finalise lease agreement for
Hyderabad property. The balance construction work and fitouts at both
the properties are under progress.
Dividend
Inspite of lower profitability as compared to previous year, as an
investor friendly measure, your Directors are pleased to recommend for
approval of the Members, payment of a dividend at the rate ofRs. 0.30 per
Equity Share (15%) on 9,50,00,000 Equity Shares ofRs. 21- each for the
year ended March 31, 2012. The amount of dividend and the tax thereon
will be Rs. 2,85,00,000/- and Rs. 46,23,412.50 (tax rate being @ 16.2225%)
respectively.
Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to Banks.
Directors
At the ensuing Annual General Meeting, Shri Nagardas H. Panchal and
Shri Rajat kumar Dasgupta, retire by rotation and being eligible, have
offered themselves for re-appointment.
Resolutions for the approval of the Members for the aforesaid
appointments are included in the Notice calling the ensuing Annual
General Meeting. As required under Clause 49 of the Listing Agreement,
the brief resumes of the Directors are furnished in the Notice of the
Annual General Meeting.
Auditors
The Members are requested to appoint Auditors for the current year and
authorize the Board of Directors to fix their remuneration. The
retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being
eligible, have offered themselves for re-appointment.
Auditor's Report
Report of the auditors read with the notes on accounts is
self-explanatory and need no elaboration. Particulars of Employees
The particulars required under Section 217(2A) of the Companies Act,
1956, are furnished in the Annexure to the Report.
Corporate Governance
A report on the 'Management Discussions and Analysis' and the
'Corporate Governance', along with a certificate from the Auditors of
the Company regarding the compliance of the conditions of the Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement is
annexed to this report.
Further, as required under the said Clause 49, your Company has adopted
a 'Code of Conduct and Ethics' for its Directors and Senior Executives.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
on the basis of information placed before them, the Directors confirm
that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2012 and of the profit of the
Company for the said year;
iii. Proper and sufficient care has been taken for the maintenance of
the adequate accounting records in accordance with the provisions of
the Companies Act, 1956 for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars relating to energy conservation, technology absorption,
foreign exchange earning and outgo, as required to be disclosed under
section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are provided in the Annexure to the Report.
Subsidiary
During the year, the Company has invested Rs. 15,00,00,020/-,
(1,50,00,002 Equity shares of Rs. 10/- each) in its subsidiary company
'Cardinal Energy and Infrastructure Private Limited', thereby making it
its 100% Subsidiary Company.
The statement pursuant to Section 212 of the Companies Act, 1956
containing details of Subsidiary of the Company forms part of this
Annual Report. As required under section 212 (1) of the Companies Act,
1956, the final accounts for the year ended March 31,2012 of the
Subsidiary Company along with the Report of Directors and Auditors
thereon, are attached to the Balance sheet of the Company.
Industrial relations
The relationship with all the concerned continued to remain cordial
throughout the year under review. Appreciation
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company. The Directors also wish to appreciate sincere
and dedicated efforts and services by all the employees/staff.
Registered Office: For and on behalf of the Board of Directors
6, Feltham House, 2nd Floor,
10, J. N. Heredia Marg,
Ballard Estate, Mumbai - 400001 Navinbhai C. Dave
Mumbai, August 17, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have the pleasure to present herewith their 103rd Annual
Report with Audited Statement of Accounts for the year ended on 31st
March, 2011. The operating results are as under:
Financial Results For the year ended For the year ended
on 31.3.2011 on 31.3.2010
Rs. in lacs Rs. in lacs
Profit before interest &
depreciation 7,945.63 5,680.23
Less: Interest 989.86 190.15
: Depreciation 156.31 26.58
Profit before Tax 6,799.46 5,463.50
Less: Provision for Taxation 2,417.72 1,573.33
Net Profit for the year 4,381.74 3,890.17
Add: Amount of Profit & Loss
Account brought forward 4,592.05 957.86
Amount available for Appropriation 8,973.79 4,848.03
Less:
Appropriations:
Dividend on Preference
Shares (including tax) - 20.17
Provision for Proposed
Dividend (including tax) 220.82 221.56
Transfer to Capital
Redemption Reserve - 14.25
Balance of Profit & Loss Account
transferred to 8,752.97 4,592.05
Balance Sheet
Review of Operations
During the year, the construction work of 'Tower C' at 'Peninsula
Techno-park', Kurla has been completed and the sale proceeds of the
same have been accounted for.
Sale of 'Tower C' at Kurla and few completed flats at Sewri has enabled
your Company to attain commendable revenue, registering an enhanced
profitability with EBITDA of Rs. 7,945.63 lakhs for current year as
compared to Rs. 5,680.23 lakhs in the previous year, resulting in an
increase of 40%. Net profit for the current year has increased to Rs.
4,381.74 lakhs as compared to Rs. 3,890.17 lakhs in the previous year,
an increase of Rs. 13%.
During the year, the Company has commenced operations at its
state-of-art textile fabric Process House at Ahmedabad. The Company
has also carried out business activities of trading in fabrics during
the year.
Dividend
Considering the better performance and profitability, your Directors
are pleased to recommend for approval of the members, payment of a
dividend at the rate of Rs. 0.20 per Equity Share (10%) on 9,50,00,000
Equity Shares of Rs. 2/- each for the year ended 31st March, 2011. The
amount of dividend and the tax thereon will be Rs. 1,90,00,000/- and
Rs. 30,82,275/- (tax rate being @ 16.2225%) respectively.
Fixed Deposits
The Company has not accepted any fixed deposits from public during the
year under review.
Finance
Your Company has been regular in meeting its obligation towards payment
of Principal/Interest to Banks.
Directors
Mr. Padmanabhan Sugavanam, associated with the Company as a Consultant,
was appointed as an Additional and Whole time Director at the Board
meeting held on 24th September, 2010. Mr. Rajkumar Sukhdevsinhji was
appointed as an Additional Director at the Board meeting held on 15th
November, 2010.
The aforesaid Directors will hold office upto the date of next Annual
General Meeting of the Company. Notices under section 257 of the
Companies Act, 1956 have been received from Members proposing their
appointment as Directors.
Shri Navinbhai C. Dave, Shri Pitamber S. Teckchandani and Shri Shobhan
I. Diwanji, retire by rotation and being eligible, have offered
themselves for re-appointment.
Resolutions for the approval of the Members for the aforesaid
appointments are included in the notice calling the ensuing Annual
General Meeting. As required under clause 49 of the Listing Agreement,
the brief resumes of the Directors are furnished in the Notice of the
Annual General Meeting.
Auditors
The Members are requested to appoint Auditors for the current year and
authorize the Board of Directors to fix their remuneration. The
retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being
eligible, offer themselves for re-appointment.
Auditor's Report
Report of the auditors read with the notes on accounts is
self-explanatory and need no elaboration.
Particulars of Employees
The particulars required under Section 217(2A) of the Companies Act,
1956, are furnished in the Annexure to the Report.
Corporate Governance
A report on the Corporate Governance, along with a certificate from the
Auditors of the Company, as stipulated under Clause 49 of the Listing
Agreement and certificate from Managing Director of the Company, in
terms of sub-clause (v) of Clause 49 is annexed to this report.
Further, as required under the said Clause 49, your Company has adopted
a 'Code of Conduct and Ethics' for its Directors and Senior Executives.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
on the basis of information placed before them, the Directors confirm
that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that
have been made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March 2011 and
of the profit of the Company for the said year;
iii. Proper and sufficient care has been taken for the maintenance of
the adequate accounting records in accordance with the provisions of
the Companies Act, 1956 for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars relating to energy conservation, technology absorption,
foreign exchange earning and outgo, as required to be disclosed under
section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are provided in the Annexure to the Report.
Subsidiary
The Company has invested Rs. 99,980/-, (being 99.98% of the share
capital) in the share capital of 'Cardinal Energy & Infrastructure
Private Limited'. However, the Subsidiary Company has not yet started
any commercial activities. As required under section 212 (1) of the
Companies Act, 1956, the final accounts for the year ended 31st March,
2011 of the subsidiary company along with the Report of Directors and
Auditors thereon are attached to the Balance sheet of the Company.
Industrial relations
The relationship with all the concerned continued to remain cordial
throughout the year under review.
Appreciation
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
and above all, its Shareholders, who have extended their valuable
support to the Company. The Directors also wish to appreciate sincere
and dedicated efforts and services by all the employees/staff.
For and On behalf of the Board of Directors
Registered Office: 6,
Feltham House, 2nd Floor,
10, J. N. Heredia Marg,
Ballard Estate, Navinbhai C. Dave
Mumbai, 12th August, 2011 Chairman
Mar 31, 2010
The Directors have the pleasure to present herewith their 102nd Annual
Report with Audited Statement of Accounts for the year ended on
31.03.2010. The operating results are as under:
For the year For the year
ended on ended on
31.3.2010 31.3.2009
(Rs. in lacs) (Rs. in lacs)
Financial Results
Profit before interest & depreciation 5680.23 4443.21
Less: Interest 190.15 672.05
: Depreciation 26.58 20.28
Profit before Tax 5463.50 3750.88
Less: Provision for Taxation 1573.33 588.38
Net Profit for the year 3890.17 3162.50
Add: Amount of Profit & Loss Account
brought forward 957.86 (4922.71)
Add: Remission of Interest - 2718.07
Amount available for Appropriation 4848.03 957.86
Less: Appropriations:
Dividend on Preference Shares
(including tax) 20.17 -
Provision for Proposed Dividend
(including tax) 221.56 -
Transfer to Capital Redemption Reserve 14.25 -
Balance of Profit & Loss Account
transferred to Balance sheet 4592.05 957.86
Dividend
Your Directors are pleased to recommend for approval of the members,
payment of dividend at the rate of Rs. 0.20 per Equity Share (10%) on
9,50,00,000 Equity Shares of Rs. 21- each for the year ended 31st
March, 2010. The amount of dividend and the tax thereon will be Rs.
1,90,00,000/- and Rs. 31,55,663/- (tax rate being @ 16.60875%)
respectively.
Redemption of Preference Shares
During the year, the Company has redeemed 9,250 11% Cumulative
Redeemable Preference Shares of Rs. 100/- each and 5,000 11% Cumulative
Preference Shares of Rs. 100/- each, along with the arrears of dividend
till the financial year ended 31st March, 2010.
Operations
During the year, the construction work of Sewree residential project
Ashok Garden, comprising of two towers, have nearly been completed
and estimated expenditures likely to be incurred for its completion
have been provided for in the books of accounts. The sales proceeds of
the flats sold are accounted for during the year under consideration.
At its Kurla commercial project Peninsula Techno-park, construction
work of remaining two buildings is at advanced stage. The Company
expects to complete the construction work of both the buildings during
the financial year 2011-12. The sales of both the buildings have
already been tied up.
The Company has also carried out business activities of trading in
fabrics during the year.
FUTURE PLANS
A) ENERGY SECTOR
The Company has so far paid Rs. 123 crore to GSPC Pipavav Power Company
Limited (GPPC) towards share application money for the proposed joint
venture CDM power project with Gujarat State Petroleum Corporation
(GSPC). The project is at the advanced stage of negotiation and
implementation. Your Company has already sought approval of the members
at the Annual General Meeting held on 24th September, 2008 to make
investment upto Rs. 380 crores in the Equity shares of GPPC. However,
subsequent to execution of Share Subscription and Shareholders
Agreement with GPPC, approval of the members is now sought to increase
the limit of investment in the Equity shares of GPPC upto Rs. 500
crores at this AGM.
B) REAL ESTATE DEVELOPMENT
Except for the completion of its Kurla commercial project Peninsula
Techno-park, the Company does not have any immediate future plans of
the real estate development. The land at Goa may be considered for
development in the near future.
C) TEXTILE
The construction of the industrial shed and installation of imported
and indigenous machineries for setting up of a state of art Process
House at Ahmedabad, Gujarat is in the final stage of completion. The
unit is expected to be operational commercially by the end of
September, 2010.
Directors
Shri Nagardas H. Panchal, Shri Rajat Kumar Dasgupta and Shri Dhiren M.
Desai, retire by rotation and being eligible, have offered themselves
for re-appointment.
Shri Vilas A. Gangan, who was appointed as an additional Director on
29/09/2009, has resigned from the Board of Directors with effect from
29/04/2010. The Board places on record its most sincere gratitude and
appreciation for his valuable services and outstanding contributions
during his tenure as a Director of the Company.
Shri Gopal N. Dave resigned from the Board of Directors with effect
from 20/04/2010. The Board places on record its most sincere gratitude
and appreciation for his valuable services and outstanding
contributions during his tenure as a Director of the Company.
Auditors
The Members are requested to appoint Auditors for the current year and
authorize the Board of Directors to fix their remuneration. The
retiring Auditors M/s. V. R. Renuka & Co., Chartered Accountants, being
eligible, offers themselves for re-appointment.
Auditors Report
Report of the auditors read with the notes on accounts is
self-explanatory and need no elaboration.
Particulars of Employees
The particulars required under Section 217(2A) of the Companies Act,
1956, are furnished in the Annexure.
Corporate Governance
A report on the Corporate Governance (including report on Management
Discussions and Analysis), along with a certificate from the Auditors
of the Company regarding the compliance of the conditions of the
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement is annexed to this report.
Further, as required under the said Clause 49, your Company has adopted
a Code of Conduct and Ethics for its Directors and Senior Executives.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000,
on the basis of information placed before them, the Directors confirm
that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March 2010 and of the profit of
the Company for the said year;
iii. Proper and sufficient care has been taken for the maintenance of
the 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;
iv. The annual accounts have been prepared on a going concern basis.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The Company is now engaged in trading and service activities and
consequently information in accordance with the provisions of Section
217(1 )(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 regarding Conservation of Energy, Technology absorption are not
applicable and accordingly not provided.
Foreign Exchange Earnings and Outgo.
During the year under review - Earnings -
- Outgo Rs. 1892.40 Lac
Subsidiary
The Company has invested Rs. 99,980/-, (being 99.98% of the share
capital) in the share capital of Cardinal Energy and Infrastructure
Private Limited. However, the subsidiary company has not yet started
any commercial activities. As required under section 212 (1) of the
Companies Act, 1956, the final accounts for the year ended 31st March,
2010 of the subsidiary company along with the Report of Directors and
Auditors thereon are attached to the Balance sheet of the Company.
Appreciation
The Directors place on record their appreciation for support and timely
assistance from Financial Institutions, Banks, Government Authorities
as well as Shareholders who have extended their valuable support to the
Company.
The Directors also wish to appreciate sincere and dedicated efforts and
services by all the employees/staff.
Registered Office:
6, Feltham House, 2nd Floor,
10, J. N. HerediaMarg,
Ballard Estate, Mumbai - 400 001.
Mumbai, 11th August, 2010.
For and On behalf of the Board of Directors
Navinbhai C. Dave
Chairman
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Swan Energy Ltd. குறித்த கூடுதல் தகவல்களை
-
Swan Energy Ltd. டூல்ஸ்
- பல்க் டீல்ஸ்
- பிளாக் டீல்ஸ்
-
Swan Energy Ltd. நிறுவன தகவல்கள்
- நிறுவன சுயவிவரம்
- நிறுவன வரலாறு
- நிர்வாக குழு
- மூலதன வடிவம்
- புராடெக்ட் மிக்ஸ்
- வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
-
நிறுவன வரலாறு
- மும்பை பங்குச் சந்தையில் விலை வரலாறு
- என்எஸ்இ விலை வரலாறு
-
Swan Energy Ltd. முக்கிய நிதியில் விகிதங்கள்
- விகிதங்கள்
-
Swan Energy Ltd. முடிவுகள்
- காலாண்டு முடிவுகள்
- அரையாண்டு முடிவுகள்
- 9 மாத முடிவுகள்
- வருடாந்திர முடிவுகள்
-
Swan Energy Ltd. நிதியியல் தகவல்கள்
- தணிக்கை முடிவுகள்
- பணப்பாய்வு
- இருப்பு நிலைக்குறிப்பு
-
Swan Energy Ltd. அறிக்கை
- கணக்கியல் கோட்பாடுகள்
- தணிக்கையாளர்கள் அறிக்கை
- இயக்குநர்கள் அறிக்கை
- கணக்கு குறிப்புகள்
-
Swan Energy Ltd. கார்ப்பரேட் அறிவிப்புகள்
- புத்தக முடிவு
- ஈவுத்தொகை
- நிர்வாகக் குழுக் கூட்டங்கள்
- பெயர் மாற்றம்
