DIRECTORS' REPORT To The Shareholders, Shri Matre Power & Infrastructure Limited. 1.INTRODUCTION Your Directors have pleasure in presenting their report together with audited accounts for the financial year ended 31st March, 2015. FUTURE OUTLOOK: As you are aware, your company has taken up diversification into solar power generation but the same could not be implemented so far due to various reasons including mobilization of funds required for implementing the project. We have been trying to dispose off the old LPG assets at Kakinada which are not being utilized. We are at an advanced stage of discussion with a potential buyer and reasonably hopeful that it would happen soon and result in getting much required funds for our diversification. Despite our vigorous efforts to dispose off the above assets, it is taking considerable time in view of the dull investor perception of LPG sector. As you are aware, your company is already debt free and thus in a better position to achieve its objectives once the above is accomplished. It has always been the endeavor of your Directors to turn around the company & start business operations once again. Your Directors are putting in all out efforts and are leaving no stone unturned to achieve the same. 4. SUBSIDIARY COMPANY : No subsidiary company. 5.DIVIDEND As your Company still has accumulated losses, the Directors regret to inform you that they are not in a position to recommend any Dividend for the year ended 31.03.2015. 6.DEPOSITS Your Company has not accepted any Deposits during the year. 7.DIRECTORS The following Directors are liable to retire by rotation at this Annual General Meeting Mr. R. Prabhakar Rao: Independent Director Dr. A. Bala Setti Director The Board of Directors recommend the re-appointment of Mr. R.Prabhakar Rao as Independent Director for a term of 5 years from September 28, 2015 up to September 27, 2020. Board Meetings: The Board has a formal schedule of matters reserved for its consideration and decision. These include approving business strategy, setting performance targets, reviewing performance, approving investments, ensuring adequate availability of financial resources and reporting to the Shareholders. Board Meetings were held during the year on 20th May, 2014, 31st July, 2014, 28th August, 2014, 29th October, 2014 and 20th January, 2015. DECLARATION BY INDEPENDENT DIRECTORS: The company has received necessary declaration from each Independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION: The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 179(3) of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in nomination and remuneration policy of the Company. 9. AUDITORS a)The Statutory Auditors : M/s. Venugopal & Chenoy, Chartered Accountants, appointed by the Members at their earlier Annual General Meeting retire at the conclusion of this Meeting and they are eligible for re-appointment. The Members are requested to appoint the Auditors and fix their remuneration. b)Secretarial Auditors : According to provisions of Sec.204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Secretarial Audit Report submitted by Company Secretary In practice is enclosed as part of this report at Annexure 10. PERSONNEL During the year none of the employees is in receipt of remuneration in excess of the limits prescribed u/s. 197(12) of the Companies Act, 2013, read with Rule 5 (1) of the 11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report. RISK MANAGEMENT COMMITTEE: The Risk Management Committee Comprises of the following Directors: Mr. SRI D.V.MANOHAR, CHAIRMAN Mr. SRI A.P.VITHAL, DIRECTOR Ms. SRI B.K.SINHA, DIRECTOR The Committee helps in: •Assisting the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational and external environment risks. •Monitoring and approving the risk management framework Reviewing and approving risk related disclosures. Only one meeting was held for laying down the policy on Risk Management on 29/11/2014. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Though the provisions of Corporate Social Responsibility are not applicable to the Company, the Company is actively promoting cycling which is the most eco friendly means of commuting. 11.MANAGEMENT DISCUSSION AND ANALYSIS REPORT A "Management Discussion and Analysis Report" has been furnished separately and the same forms part of this report. 12.CORPORATE GOVERNANCE A brief report on Corporate Governance in compliance with clause 49 of the Listing Agreement is annexed. 13.Dematerialisation of Shares: 41% of the paid up Equity Share Capital of The Company was dematerialized as on 31 March 2015 and balance 59% is in physical form. The Company's Registrars are XL SOFTECH SYSTEMS LTD., 3, Sagar Society, Banjara Hills, Hyderabad 14. Remuneration Ratio of the Directors : The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 and Companies (Particulars of employees)Rules 1975 in respect of employees of the Company and Directors is furnished below : act 15.Listing with Stock exchange : The issue with BSE regarding lifting of suspension on trading our shares is still pending. The shares of SMPIL have been suspended by BSE stating that they have not received some information such as the quarterly reports etc. We have clarified to them that all such reports have been submitted on time and we have furnished documentary evidence for the same. However once BSE suspends, there is a long process for revocation. The revocation process is going on & we expect the suspension to be lifted shortly. 16.DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c ) OF THE COMPANIES ACT, 2013. Pursuant to the requirement under SECTION 134(3)(c ) OF THE COMPANIES ACT, 2013 with respect to Directors responsibility Statement, it is hereby confirmed: (i)that in the preparation of the accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii)that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review; (iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities. (iv)that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis. (v)The directors have laid down internal financial controls, which are adequate and are operating effectively. (vi)The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 17.Extract of Annual Return : The details forming part of the Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure 18.ACKNOWLEDGEMENT The Board wishes to place on record its deep sense of gratitude and appreciation to all the Promoters and Shareholders for their whole hearted support to your Company. The Board also wishes to acknowledge the help and assistance rendered by the Banks, Dealers, Customers, Suppliers, Collaborators, Consultants and Contractors. The Board wishes to further record its gratitude to various Departments of the Government of Andhra Pradesh, Government of Telangana and Government of India and other State Governments for their support and encouragement given to your Company. The Board records its appreciation for the contribution of all the team members of your Company. 19.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The prescribed details as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts )Rules, 2014 are annexed. For and on behalf of the Board of Directors D. V. MANOHAR Chairman & Managing Director Place : Hyderabad Date : 01/09/2015 |