dmicdc vaghel power company limited · dmicdc vaghel power company limited | director’s report fy...

06TH ANNUAL REPORT

DMICDC VAGHEL POWER

COMPANY LIMITED (CIN: U40101DL2010PLC202516)

2015-16

CONTENTS

S. No. Particulars Page No.

1. DIRECTORS’ REPORT 1-17

2. AUDITOR'S REPORT 18-24

3. FINANCIAL STATEMENT 25-33

DIRECTOR’S REPORT

DMICDC Vaghel Power Company Limited | Director’s Report FY 15-16

1

Directors’ Report

Dear Shareholders, Your Directors take pleasure in presenting the Sixth Annual Report on the affairs of the Company for the year ended 31st March 2016.

The Company was incorporated as a wholly owned subsidiary of the Delhi Mumbai Industrial Corridor Development Corporation Limited (DMICDC Ltd.) to develop a Gas based power project at Vaghel Village, Sami Taluka in Patan District of Gujarat State.

1. Financial Statements Summary: -

The financial performance of the Company for the financial year ended 31st March, 2016 is summarized below: -

(Amount in Rs.)

Particulars 2015-16 2014-15

Total Income 32,901 36,668

Total Expenses 89,062 87,240

Tax Expense NIL (2,282)

Profit / (Loss) for the year after Tax (56,161) (52,854)

DMICDC Ltd.

100%

1


2

2. State of Company’s affair: -

The Company is undertaking the project development activities for development of 1000 + 25% MW gas based power project near Vaghel Village, Sami Taluka in Patan District of Gujarat State.

Energy Department, Govt. of Gujarat has provided approval for land allocation near Vaghel Village, Sami Taluka in Patan district for the development of the proposed gas based power project. Sardar Sarovar Narmada Canal Ltd. has allocated 14 Cusee water from the Bolera Branch canal of Sardar Sarovar Narmada Canal which is about 8km from the project site. Fuel (natural gas) requirement for the project is about 5 mmsmd.

Site feasibility studies and project site investigation studies such as Topographical & Contour survey have been completed. The Company has got the Detailed Project Report prepared for proposed project. NoC from Airport Authority of India (AAI) for Power plant chimney height has been obtained. EIA studies have been undertaken as per Ministry of Environment & Forest (MoEF) guidelines dated 14th September, 2006 & amendments thereon. Final EIA Report has been submitted to MoEF for Environmental Clearance. MoEF, EAC has recommended the project for granting the Environmental Clearance.

Fuel (natural gas) requirement for the project is about 5 mmsmd. Discussions have been initiated with Ministry of Petroleum & Natural Gas, Govt. of India and GAIL for supply & Transportation of gas for the project. Term sheet with GAIL for supply & transportation of gas for the proposed project has been signed. Ministry of Petroleum & Natural Gas, Govt. of India has been requested for domestic gas allocation for the project.

3. Dividend: -

The Company is yet to start its commercial operations, therefore, no dividend is being recommended.

4. Reserves: -

During the period under review no amount has been transferred to the Reserves.

5. Change in the nature of business, if any: -

There was no change in the nature of the business of the Company during the financial year ended on 31st March, 2016.

6. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: -

2


3

The Company has not appointed any internal auditors. However adequate measure has been adopted within the organization to ensure that all information used within the business and for external reporting is adequate.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future: -

No order(s) has been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the period.

8. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year dated 31st March, 2016 and the date of the report: -

There are no material changes occurred in between the financial year ended on 31st March, 2016 and date of the report of the Company which affects the financial position of the Company.

9. Names of the Companies which have become or ceased to be its Subsidiaries / Joint Ventures / Associate Companies during the year: -

The Company does not have any Subsidiaries/ Joint Ventures/Associate Companies.

10. Deposits: -

During the financial year ended 31st March, 2016, the Company did not accept any deposits nor have any deposits remained unpaid or unclaimed. Further during this period, the Company has not defaulted in the repayment of the deposits or the payment of the interest due thereon.

11. Statutory Auditors: -

The Comptroller and Auditor General of India (C&AG) vide its letter dated 08th July, 2015 has appointed M/s GOYAL and GOYAL, Chartered Accountants as the Statutory Auditors of the Company as per the provisions of the Companies Act, 2013 for the financial year 2015-16. Also the supplementary audit of the Company for the financial year 2015-16 has been entrusted to Principal Director, Commercial Audit & Ex- Officio Member Audit Board - I.

On similar lines, the Comptroller and Auditor General of India (C&AG) will appoint the Statutory Auditors for the Company as per the provisions of the Companies Act, 2013 for the financial year 2016-17. Also, the supplementary audit of the Company for the financial year 2016-17 will be entrusted to Principal Director, Commercial Audit & Ex- Officio Member Audit Board - I.

3


4

The Statutory Auditors of the Company as appointed by the office of the Comptroller and Auditor General of India (C&AG) will hold the office till the conclusion of the 07th Annual General Meeting of the Company.

12. Auditors’ Reports: -

There are no qualifications, reservations or adverse remarks made by M/s Goyal and Goyal, Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31st March, 2016. The notes to the accounts referred to in the Auditor’s Report are self-explanatory and therefore do not call for any further comments of Directors.

13. Capital Structure: -

The paid up share capital of the Company is Rs. 5,00,000/- (Rupees Five Lakhs Only) divided into 50,000 equity shares of Rs. 10/- each.

14. Extract of the Annual Return under Section 92(3): -

The extract of the Annual Return of your Company as on 31st March, 2016 as provided under sub-section (3) of Section 92 in the Form MGT 9 is enclosed as Annexure-“A” as a part of the Directors’ Report.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo: -

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy*: -

(i) The steps taken or impact on conservation of energy : Not Applicable

(ii) The steps taken by the company for utilizing alternate sources of energy:

Not Applicable

(iii) The capital investment on energy conservation equipment’s: Not Applicable

(B) Technology absorption*: -

(i) The efforts made towards technology absorption : Not Applicable

4


5

(ii) The benefits derived like product improvement, cost : Not Applicable reduction, product development or import substitution

(iii)In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported; : Not Applicable

(b) the year of import; : Not Applicable

(c) whether the technology been fully absorbed; : Not Applicable

(d) if not fully absorbed, areas where absorption has : Not Applicable not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development : Not Applicable

[*NOTE: The Company has not yet started the commercial operations as the project has not yet been commissioned. In view of the same, the conservation of energy and technology absorption is not applicable.]

(C) Foreign exchange earnings and Outgo: -

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. : Nil

16. Board of Directors: - a) Changes in Directors and Key Managerial Personnel: The changes in Directors in the Company during the financial year 2015-16 are summarized as under: -

S. No. Name of Director Date of Appointment

Date of Resignation

1. Shri Talleen Kumar 19th March, 2014 05th August, 2015

2. Shri Shatrughna Singh 25th August, 2015 19th October, 2015

3. Shri Alkesh Kumar Sharma 19th November, 2015 10th December, 2015

4. Shri Pradeep Kumar Agarwal 14th December, 2015 ----

Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors.

5


6

b) Declaration by an Independent Director(s) and re- appointment, if any:

As per the applicable provisions of the Companies Act, 2013, the Company is not required to appoint the Independent Directors on the Board of the Company.

c) Number of Meetings of the Board of Directors:

Four (04) meetings of the Board of Directors of the Company were held in the financial year 2015-16. The details of the Board Meetings are as under:-

S. No. Particulars Date of Board Meeting

1. 23rd Board Meeting 15th May, 2015

2. 24th Board Meeting 28th July, 2015

3. 25th Board Meeting 19th November, 2015

4. 26th Board Meeting 07th January, 2016

17. Audit Committee: -

As per the provisions of the Companies Act, 2013, the Company is not required to constitute the Audit Committee of the Board of Directors of the Company.

18. Nomination and Remuneration Committee: -

As per the provisions of the Companies Act, 2013, the Company is not required to constitute the Nomination and Remuneration Committee of the Board of Directors of the Company.

19. Managerial Remuneration and Employees Remuneration: -

As per the provisions of the Companies Act, 2013, the Company is not required to appoint a Managing Director and any other Whole Time Managerial persons. Therefore, Company has not paid any Managerial Remuneration. However, the Company has paid sitting fees to one of the Non-Executive Director and the same is mentioned in Clause VI (B) of Form No. MGT 9 attached at Annexure - “A” to this report.

Further, since the Company is yet to start its operations, the Company has not appointed any employee and therefore the Company has not paid any remuneration to employee during the year.

20. Particulars of loans, guarantees or investments under Section 186: -

No Loan(s) or Guarantee(s) has been given; Investment(s) has been made under Section 186 by the Company during the financial year under review.

6


7

21. Particulars of contracts or arrangements with related parties under Section 188(1): -

There have been no materially significant related party transactions between the Company and the Directors, the management, or the relatives referred to in sub-section (1) of section 188 of the Companies Act.

22. Risk Management: -

The Company has adequate risk management process to identify and notify to the board of directors about the risks or opportunities that could have an adverse impact on the Company's operations.

23. Directors’ Responsibility Statement: -

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that :-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Acknowledgements

The Directors are thankful to the holding company i.e. Delhi Mumbai Industrial Corridor Development Corporation Limited (DMICDC Ltd.). The Directors also place on record their sincere thanks to the shareholder for their continued support, co-operation and confidence in the Management of the Company.

7


8

For and on Behalf of the Board of Directors

sd/- sd/- (Haziq Beg) (Ambalakat Mohan Menon) (Chandra Bhushan)

Director Director Director DIN: 00063364 DIN: 02000616 DIN: 07050616

Place : New Delhi Date : 08th July, 2016

8

Annexure – “A”

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1 CIN U40109DL2010PLC202494

2 Registration Date 11th

May, 2010

3 Name of the Company DMICDC VAGHEL POWER COMPANY LIMITED

4 Category/Sub-Category of Company

COMPANY LIMITED BY SHARES

5 Address of the Registered office

and contact details

ROOM NO. 341B, 03RD

FLOOR, MAIN BUILDING

ASHOKA HOTEL, DIPLOMATIC ENCLAVE, 50B,

CHANAKYAPURI, NEW DELHI- 110021

6 Whether listed company NO

7 Name, Address and Contact details

of Registrar and Transfer Agent, if any

N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY*

All the business activities contributing 10% or more of the total turnover of the Company shall be

stated:-

S. No. Name and Description of main

products/ services

NIC Code of

the Product/

service

% to total turnover of the

company

- N.A. N.A. N.A.

*[Note: The principal activity of the Company is to identify, develop, implement, operate and maintain

both conventional and non-convention power projects. To carry on the projects Company is presently

waiting for the allocation of domestic gas from Government of India for taking the project forward and

hence the Company is yet to commence its operations.]

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address of the

Company

CIN Holding/

subsidiary/

Associate

%of

shares

held

Applicable

Section

1 Delhi Mumbai Industrial

Corridor Development

Corporation Limited.

Room No. 341B, Main Building,

03rd

Floor, Ashoka Hotel,

Diplomatic Enclave, 50B

Chanakyapuri New Delhi-

110021

U45400DL2008PLC172316

Holding

100%

2(87)(ii)

9

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

I) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the

beginning of the year

No. of Shares held at the end of

the year

% change in

Shareholding

during the

year

Demat Physical Total % of

Total

Share

Demat Physical Total % of

Total

Shares

A.

Promoter(s)

(1)Indian

a) Individual/

HUF

b) Central

Govt.

c) State Govt.

(s)

d) Bodies

Corp.

e) Banks/FI

f) Any

Other….

Sub-total

(A)(1):-

-

-

-

00

-

-

-

-

-

50,000

-

-

-

-

-

50,000

-

-

-

-

-

100%

-

-

-

-

-

00

-

-

-

-

-

50,000

-

-

-

-

-

50,000

-

-

-

-

-

100%

-

-

-

-

-

Nil

-

-

00

50,000

50,000

100%

00

50,000

50,000

100%

Nil

-

-

-

0%

-

-

-

2) Foreign

a) NRIs –

Individuals

b) Other –

Individuals

c) Bodies

Corp.

d)Banks/FI

e)Any Other

Sub-total

(A)(2):-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

50,000

-

-

-

-

-

-

100%

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

50,000

-

-

-

-

-

-

100%

-

-

-

-

-

-

- 10

Total

shareholding of

Promoter

(A) =

(A)(1)+(A)(2)

00

50,000

50,000

100%

00

50,000

50,000

100%

Nil

0%

-

-

-

B.

Public

Shareholding

1.Institutions

a) Mutual Funds

b) Banks/FI

c) Central Govt.

d) State

Govt.(s)

e)Venture

Capital

Funds

f)Insurance

Companies

g)FIIs

h)Foreign

Venture

Capital Funds

i) Others

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Sub-total

(B)(1):-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

11

(ii) Shareholding of Promoters

S.

No.

Shareholder’s

Name

Shareholding at the beginning

of the year

Shareholding at the end of the year

No. of

Shares

%of total

Shares of

the

Company

%of Shares

Pledged/

encumbered

to total

shares

No. of

Shares

%of total

Shares of

the

Company

% of Shares

Pledged/

encumbered

to total

shares

% change

in share-

holding

during

the year

1. Delhi Mumbai

Industrial

Corridor

Development

Corporation

Ltd.

49,994

100%

-

49,994

100%

-

Nil

-

0%

2. DMICDC Ltd.

through its

nominees

06

Negligible

-

06

Negligible

-

Nil

-

-

Total 50,000 100% - 50,000 100% - Nil

-

2.Non- Institutions

a) Bodies Corp.

i) Indian

ii)Overseas

b)Individuals

i) Individual shareholders

holding nominal share

capital up to Rs.1 lakh

ii)Individual shareholders

holding nominal share capital

in excess of Rs.1 lakh

c)Others

Sub-total(B)(2):-

Total Public Shareholding

(B)=(B)(1)+(B)(2)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

C. Shares held by Custodian

for GDRs & ADRs

-

-

-

-

-

-

-

-

-

Grand Total

(A+B+C)

00

50,000

50,000

100%

00

50,000

50,000

100%

Nil

-

12

(iii) Change in Promoters’ Shareholding please specify, if there is no change): No Change

S.

No.

Shareholding at the


Cumulative Shareholding during the

year

No. of

shares

% of total

shares of the

company

No. of

shares

% of total shares of the

company

1. At the beginning of

the year

-

-

-

-

2. Date wise Increase/

Decrease in

Promoters

Shareholding during

the year specifying

the reasons for

increase

/decrease (e.g.

allotment

sweat equity etc.

- - - -

3. At the end of the

year - - - -

(iv) Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs): NIL

S. No. Shareholding at the


Cumulative Shareholding during the year

For each of the

Top10

Shareholders

No. of

shares

% of total

shares of the

Company

No. of

shares

% of total shares of the

Company

1. At the beginning

of the year

- - -

-

2. Date wise

Increase/ Decrease

in

Shareholding

during the year

specifying the

reasons for

increase/

Decrease (e.g.

allotment/ transfer/

bonus/sweat equity

etc.)

-

-

-

-

13


year (or on the

date of

separation, if

separated during

the year)

-

-

-

-

(v)Shareholding of Directors and Key Managerial Personnel: NIL

S.

N.

Shareholding at the beginning

of the year

Cumulative shareholding during the year

For Each of the

Directors and

KMP

No. of

shares

% of total

shares of the

company

No. of

shares

1. At the beginning of

the year

2. Date wise Increase/

Decrease in

Shareholding

during the year

specifying the

reasons for

increase /decrease

(e.g. allotment/

transfer/ bonus/

sweat equity etc.)


year

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(Amount in Rs.)

Secured Loans excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the

beginning of the financial

year

i)Principal Amount

ii)Interest due but not paid

iii)Interest accrued but not

due

NIL

NIL

NIL

NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year

· Addition

NIL NIL NIL NIL

14

NIL NIL NIL NIL · Reduction NIL

Net Change NIL NIL NIL

NIL

Indebtedness at the end of the financial year

i)Principal

Amount

NIL NIL NIL NIL

ii) Interest due but not

paid

NIL NIL NIL NIL

iii) Interest accrued but

not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A .Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

S

N

Particulars of Remuneration Name of MD/WTD/

Manager

Total Amount

1. Gross salary

(a)Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2) Income-tax Act,

1961

(c)Profits in lieu of salary under section17(3)

Income- tax Act,1961

N.A.

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify

5. Others, please specify

Total (A)

Ceiling as per the Act

15

B. Remuneration to other directors:

S.

No.

Particulars of Remuneration Name of Directors Total

Amount

Independent Directors:-

Fee for attending board committee meetings

· Commission

· Others, please specify

N.A.

NIL

Total(1) N.A. NIL

Other Non-Executive Directors:-

Fee for attending board committee meetings

· Commission

· · Others, please specify

Sitting fees of 5,000/- each

was paid to Shri Ambalakat

Mohan Menon, Director of

the Company for attending 4

Board Meetings of the

Company held during the

financial year 2015-16.

5000 * 4 = Rs. 20,000/-

Total(2) - 20,000/-

Total(B)=(1+2) - 20,000/-

Total Managerial

Remuneration - 20,000/- (sitting fees)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NIL

(Amount in Rs.)

S

.

N

Particulars of Remuneration Key Managerial Personnel

CEO Company

Secretary

CFO Total

1. Gross salary

(a)Salary as per provisions contained in

section17(1)of the Income-tax Act,961

(b)Value of perquisites u/s 17(2)Income-tax

Act,1961

(c)Profits in lieu of salary under section

17(3)Income-tax Act,1961

2. Stock Option Stock Option

3. Sweat Equity NIL

NIL NIL NIL

4. Commission

- as % of profit

-others, specify

5. Others, please specify

Total NIL NIL NIL NIL

16

VII. PENALTIES/PUNISHMENT/COMPOUNDING OFOFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

Fees imposed

Authority[RD

/ NCLT/

COURT]

Appeal made, if

any (give details)

A. COMPANY

Penalty

NONE Punishment

Compounding

B. DIRECTORS

Penalty

NONE Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NONE Punishment

Compounding

17

AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT To The Members of DMICDC VAGHEL POWER COMPANY LIMITED Report on the Financial Statements We have audited the accompanying financial statements of DMICDC VAGHEL POWER COMPANY LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on financial statements.

18

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its Loss and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company does not have any pending litigations which would impact its financial

position;

ii. the Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31st , 2016.

19

As required by Section 143(5) of the Act, we report that:

a) The Company has no Freehold/Leasehold property. .

b) In our opinion, there are no cases of waiver/ write off of debts/ loans/ interest.

c) The Company does not maintain any inventory and has not received any asset as gift from government or other authorities.

For GOYAL & GOYAL Chartered Accountants, FRN: 000066N

sd/- (MUKESH GOYAL)

Partner

Membership No. 080494 Place: New Delhi Date :July 8th, 2016

20

Annexure A to the Auditors Report The Annexure referred in the Independent Auditors’ Report to the member of the Company on the financial statement for the year ended 31 March 2016, we report that:

(i) The Company does not have any fixed assets. Accordingly, the provisions of clause 3(i) of the Order are not applicable.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

(iii) According to the information and explanation given to us the Company has not granted any loans secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in register maintained under section 189 of Companies Act, 2013. Accordingly, provisions of clauses 3(iii) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us the

Company has not made any loans, investments, guarantee, and security in terms of Section 185 and 186 of Companies Act 2013.

(v) In our opinion and according to the information and explanations given to us the

Company has not accepted any deposits. (vi) In our opinion and according to information and explanations given to us, the

maintenance of cost records has not been prescribed by the Central Government under Section 148 of the Companies Act, 2013 to the Company.

(vii) (a) As per the records of the Company and according to information and explanations

given to us, Company has been regular in depositing undisputed statutory dues including applicable provident fund, employee’s state insurance, income –tax, sales-tax, service-tax, custom duty, excise duty/ cess , Value Added Tax and other statutory dues, with the appropriate authorities, wherever applicable.

(b) According to the information and explanations given to us , no undisputed statutory

dues were in arrears as at 31st March, 2016.

(viii) According to the information and explanations provided to us and based on our examination of the records of the company, the Company has not availed any loan or borrowing from the financial institution or banks, government or debentures-holders. Accordingly, provisions of clause 3(viii) of the order are not applicable to the Company.

(ix) The Company did not raise any money by way of initial public offer or further public offer

(including debt instruments) and term loan. Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) According to the information and explanation given to us, no material fraud by the

company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanation provided to us and based on our

examination of the records of the Company, the Company has not paid/provided for any managerial remuneration. Accordingly, paragraph 3(xi) of the Order is not applicable.

21

(xii) According to the information and explanation provided to us and based on our examination of the records of the Company, the Company is not a Nidhi Company Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation provided to us and based on our

examination of the records of the Company all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 wherever applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment/private placement of shares or fully

or partly convertible debentures during the year under review. Hence, the provisions of clause (xiv) of paragraph 3 of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination

of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45 IA of the Reserve Bank of

India Act, 1934.


sd/- (MUKESH GOYAL)

Partner

Membership No. 080494 Place : New Delhi Date: July 8th, 2016

22

“Annexure B” to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of

the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of DMICDC VAGHEL POWER

COMPANY LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

23

the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


sd/-

(MUKESH GOYAL)

Partner

Membership No. 080494 Place: New Delhi Date: July 8th, 2016

24

FINANCIAL STATEMENT

Note Rupees (₹) Rupees (₹) Rupees (₹) Rupees (₹)

I. EQUITY & LIABILITIES

(1.) SHAREHOLDER'S FUND

(a.) Share Capital 1 500,000 500,000 (b.) Reserves and Surplus 2 (180,837) 319,163 (124,676) 375,324

(2.) NON - CURRENT LIABILITIES

Long - Term Borrowings - -

(3.) CURRENT LIABILITIES 3

(a.) Trade Payables 48,984 42,393 (b.) Other Current Liabilities - 48,984 1,000 43,393

368,147 418,717

II. ASSETS

(1.) NON - CURRENT ASSETS 4

(a.) Deferred Tax Asset (net) - - (b.) Long - Term Loans and Advances 3,278 5,582 (c.) Other Non - Current Liabilities - 3,278 - 5,582

(2.) CURRENT ASSETS 5

(a.) Cash and Cash Equivalents 325,015 397,724 (b.) Short - Term Loans and Advances 39,854 364,869 15,411 413,135

368,147 418,717

Significant Accounting Policies

See accompanying Notes to Financial Statements 1 - 14

As per our Report of even date attached

For GOYAL & GOYALChartered AccountantsFirm Reg. No. 000066N

sd/- sd/-Mukesh Goyal P.K. Agarwal Ambalakat Mohan Menon(Partner) (Director) (Director)(Membership No. 080494) (DIN 01683484) (DIN 02000616)

Place : New DelhiDate : 8th July, 2016

sd/-

For and on behalf of the Board

Figures as at 31-Mar-2016 Figures as at 31-Mar-2015

BALANCE SHEET AS AT 31ST MARCH, 2016

DMICDC VAGHEL POWER COMPANY LIMITEDCIN:U40101DL2010PLC202516

25

For the For the

Year ended Year ended

31-Mar-2016 31-Mar-2015

Note Rupees (₹) Rupees (₹)

I. REVENUE FROM OPERATIONS

Income from Operations - -

II. OTHER INCOME

Interest on Bank Deposits 32,776 36,254 Interest on Income Tax Refund 125 414 III. TOTAL REVENUE (I + II) 32,901 36,668

IV. EXPENSES

Administrative Expenses 6 89,062 87,240

V. TOTAL EXPENSES 89,062 87,240

VI. PROFIT/(LOSS) BEFORE TAX (III - V) (56,161) (50,572)

VII. TAX EXPENSES

(1.) Provision for Income Tax - - (2.) Deferred Tax Asset / (Liability) - (2,282)

VIII. PROFIT/(LOSS) AFTER TAX FOR THE YEAR (VI - VII) (56,161) (52,854)

IX. Earnings per Equity Share of face value of ₹ 10 per share

- Basic/Diluted (1.12) (1.06)

Significant Accounting Policies

See accompanying Notes to Financial Statements 1 - 14


For GOYAL & GOYAL

Chartered AccountantsFirm Reg. No. 000066N

sd/- sd/-Mukesh Goyal P.K. Agarwal Ambalakat Mohan Menon

(Partner) (Director) (Director)(Membership No. 080494) (DIN 01683484) (DIN 02000616)


For and on behalf of the Board

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016


sd/-

26

A. CASH FLOW FROM OPERATING ACTIVITIES:Net Profit/(Loss) before Tax as per Profit & Loss Statement

(56,161) (50,572)

Adjustment for:

Depreciation - - Interest Income (32,901) (36,668) Net Cash from Operating Activities before Extraordinary Items and Working Capital Change (89,062) (87,240)

Extraordinary Items - - Operating Profit before Working Capital changes (a) (89,062) (87,240)

Adjustment for:

(Increase)/Decrease in Trade & Other Receivables (24,443) 34,248 Increase/(Decrease) in Trade Payables & Other Payables 5,591 17,806 Refund/(Payment) of Taxes (including TDS) 2,304 3,890

Net Cash from / (used in) Operating Activities (b) (16,548) 55,944

Net Cash from Operating Activities (a + b) (105,610) (31,296)

B. CASH FLOW FROM INVESTING ACTIVITIES:

Interest Income 32,901 36,668

Net Cash from / (Used in) Investing Activities 32,901 36,668

C. CASH FLOW FROM FINANCING ACTIVITIES - -

D. Net Increase/ (Decrease) in Cash and Cash Equivalents (72,709) 5,372

E. Opening Balance of Cash and Cash Equivalents 397,724 392,352

F Closing Balance of Cash and Cash Equivalents 325,015 397,724

(Refer Note 5)


For GOYAL & GOYAL For and on behalf of the Board


sd/- sd/- sd/-Mukesh Goyal P.K. Agarwal Ambalakat Mohan Menon

(Partner) (Director) (Director)(Membership No. 080494) (DIN 01683484) (DIN 02000616)


DMICDC VAGHEL POWER COMPANY LIMITED

Figures as at 31-Mar-2016 Figures as at 31-Mar-2015

Rupees (₹) Rupees (₹)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

CIN:U40101DL2010PLC202516

27

SIGNIFICANT ACCOUNTING POLICIES

a)

b)

c)

i.) Fixed assets are capitalised at cost.

ii.) Depreciation on Fixed Assets is provided to the extent of depreciable amount on the written down value methodbased on the useful life of the assets as prescribed in Schedule-II to the Companies Act, 2013. Depreciation onadditions to Fixed Assets or on sale of Fixed Assets is calculated prorata from the date of such addition or up tothe date of such sale, as the case may be.

d)

e)

f)

Tangible Assets

Investments

Investments are shown at actual cost including the cost incidental to acquisition.

Revenue Recognition

Income is recognised on accrual basis.

Transactions in Foreign Exchange

Expenses in foreign currency / transactions are accounted at the prevailing market rate of exchange on the date oftransaction and income in foreign currencies are accounted at the value recovered from these currencies.

Fixed Assets


Basis for preparation of Financial Statements

These financial statements have been prepared to comply with the Generally Accepted Accounting Principles in India(Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act,2013.

The financial statements are prepared on accrual basis under the historical cost convention. The accounting policiesadopted in the preparation of the financial statements are consistent with those followed in the previous years.

Use of Estimates

The preparation of financial statements requires the management of the Company to make certain estimates andassumptions that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date ofthe financial statements and the reported amount of revenues and expenses during the reporting period. Differencebetween the actual results and estimates are recognised in the period in which the results are known / materialised.

CIN:U40101DL2010PLC202516

28


g)

h)

A provision is recognised in the accounts when there is a present obligation as a result of past event(s) and it isprobable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made.Provision are not discounted to their present value and are determined based on the best estimate required to settlethe obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect thecurrent best estimates.

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote.

Contingent assets are neither recognised nor disclosed in the financial statements.

Taxes on Income

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paidto the tax authorities using the applicable tax rates.

Deferred income tax reflect the current period timing differences between the taxable income and the accountingincome for the period and reversal of timing differences of earlier years / period. Deferred tax assets is recognisedonly to the extent that there is reasonable certainty that sufficient future income will be available except that deferredtax assets, in case there are unabsorbed depreciation or losses, are recognised if there is virtual certainity thatsufficient future taxable income will be available to realise the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted orsubstantively enacted by the Balance Sheet date.

Provision, Contingent Liabilities and Contingent Assets

29

As at As at

31-Mar-2016 31-Mar-2015


NOTE 1 : SHARE CAPITAL

1. 0 AUTHORISED SHARE CAPITAL

50,000 Equity Shares of ₹10/- each with voting rights 500,000 500,000

500,000 500,000

ISSUED, SUBSCRIBED AND PAID UP

50,000 Equity Shares of ₹10/- each with voting rights 500,000 500,000

500,000 500,000

No. of Shares Rupees (₹) No. of Shares Rupees (₹)

1.1 The reconciliation of the number of shares

outstanding is set out below:Equity Shares at the beginning of the year 50,000 500,000 50,000 500,000 Add: Shares issued during the year - - - - Equity shares at the end of the year 50,000 500,000 50,000 500,000

% of Holding No. of Shares % of Holding No. of Shares

1.2 Details of Shareholder's Holding more than 5% SharesDelhi Mumbai Industrial Corridor Development Corporation Limited 100 50,000 100 50,000 (Through its CEO & Managing Director / Nominees)

1.3

NOTE 2 : RESERVES AND SURPLUS

2. 0 Profit and Loss Account

As per last Balance Sheet (124,676) (71,822) Add : Profit (Loss) (after tax) for the year (56,161) (52,854)

(180,837) (124,676)

NOTE 3 : CURRENT LIABILITIES

3.0 Trade Payable

- Micro, Small & Medium Enterprises - - - Others 43,984 42,393

- Delhi Mumbai Industrial Corridor Development Corporation Limited (Holding Company)

5,000 -

48,984 42,393

3.1 Other Current Liabilities

- TDS Payable - 1,000 - 1,000


NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

The company has one class of equity shares. Each shareholder is eligible for one vote per share held. Theshareholders have no differential rights with respect to distribution of dividend and repayment of capital.

CIN:U40101DL2010PLC202516

30

As at As at

31-Mar-2016 31-Mar-2015


NOTE 4 : NON - CURRENT ASSETS

4.0 Deferred Tax Assets (net) - - - -

4.1 Long - Term Loans and Advances

- Unsecured, considered good: Advance Tax/Tax Deducted at Source 3,278 5,582

3,278 5,582

NOTE 5 : CURRENT ASSETS

5.0 Cash and Bank Balances

- Cash and Cash Equivalents* Cash in Hand 433 145

Balance with Bank in Current Account 11 190 444 335

- Other Bank Balances Balance with Bank in Deposit Account** 324,571 397,389

Cash and Cash Equivalents as per AS-3 325,015 397,724

*

** Includes deposits of Nil (Previous Year ₹ 3,97,389/-) with maturity of more than 12 months.

5.1 Short - Term Loans and Advances

- Unsecured, considered good: Interest Accrued on Bank Deposits 39,854 15,411

39,854 15,411

NOTE 6 : ADMINISTRATIVE EXPENSES

Auditor's Remuneration 25,875 25,650 Director's Sitting Fees 20,000 25,000 Professional & Consultancy Charges 28,954 31,901 Other Expenses* 14,233 4,689

89,062 87,240

* Including an amount of ₹ 5,000/- apportioned towards general and other administrative expenses incurred byDelhi Mumbai Industrial Corridor Development Corporation Limited (DMICDC), 100% holding company.



Cash and Cash Equivalents include deposits maintained by the Company with banks, which can be withdrawnby the Company at any point of time without prior notice or penalty on the principal.

CIN:U40101DL2010PLC202516

31

OTHER NOTES TO ACCOUNTS

7

8

As at As at

31-Mar-2016 31-Mar-2015

9 Contingent Liablilties Rupees (₹) Rupees (₹)

Contingent Liabilities - -

10 Earnings and Expenditure in Foreign Currency

I Earnings in Foreign Currency - - II Expenditure in Foreign Currency - -

11 Payments to the Auditors

(including service tax)

I For Audit Fees 25,875 25,650 II For Other Services - -

25,875 25,650

12 Earnings Per Share

Unit

a Rupees (₹) (56,161) (52,854)

b Number 50,000 50,000

c Basic/Diluted Earnings per share (a/b) Rupees (₹) (1.12) (1.06) d Face Value per Equity Share Rupees (₹) 10 10

13 Segment Reporting



The Company is a Small & Medium Sized Company (SMC) as defined in the General Instructions in respect ofAccounting Standards notified. Accordingly, the Company has complied with the Accounting Standards as applicableto a Small & Medium Sized Company.

Weighted Average of Number of Equity Sharesused as denominator for calculating EPS

Basic earnings per equity share have been computed by dividing net profit after tax by the weighted average numberof equity shares outstanding for the period.

Net Profit/(Loss) after Tax attributable to Equity Shareholders

CIN:U40101DL2010PLC202516

In the opinion of the Directors of the company and to the best of their knowledge and belief, the value on realisation ofcurrent assets, loans & advances in the ordinary course of business would not be less than the amount at which theyare stated in the Balance Sheet.

The Company is undertaking the Power Project Development activities. As the Company operates in a singlebusiness and geographical segment, the reporting requirements for primary and secondary segment disclosuresprescribed by AS 17 are not applicable.

32



CIN:U40101DL2010PLC202516

14 Related Party Disclosures

I

Holding CompanyDelhi Mumbai Industrial Corridor Development Corporation Limited Yes YesGroup CompanyDMICDC Guna Power Company Limited Yes YesDMICDC Indapur Power Company Limited Yes YesDMICDC Ville Bhagad Power Company Limited Yes YesDMICDC Neemrana Solar Power Company Limited Yes Yes

II The nature and volume of transactions during the period with the above related party were as follows:

Amount in Rupees (₹)

Holding

Company

Group

Company

i.) Transactions during the period

- 5,000 Nil(Nil) (Nil)

ii.) Outstanding Balances 5,000 Nil(Nil) (Nil)


For GOYAL & GOYAL


Mukesh Goyal sd/- sd/-(Partner) P.K. Agarwal Ambalakat Mohan Menon

(Membership No. 080494) (Director) (Director) (DIN 01683484) (DIN 02000616)


sd/-

Particulars

As per the Accounting Standard on 'Related Party Disclosure' (AS-18) issued by the Institute of CharteredAccountants of India, the related parties are as follows :

For and on behalf of Board

Reimbursement of Expenses

33

CIN: U40101DL2010PLC202516

Registered Office: Room No. 341B, 03rd Floor, Main Building, Ashok Hotel, Diplomatic Enclave, 50 B,

Chanakyapuri, New Delhi - 110021.

Phone No. +91 1126118884-8

dmicdc vaghel power company limited · dmicdc vaghel power company limited | director’s report fy...

Documents