DHPL
Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
DIRECTORS’ REPORT
To The Members,
The Directors are pleased to present their Third Annual Report on the business and operations
of the Company and the Statements of Account for the year ended 31st March, 2014.
1.
FINANCIAL RESULTS
(a)
(b)
(c)
(d)
2.
Total Revenue (Interest income on fixed deposits)
Total Expenses:
Employee cost benefit
Finance Cost
Depreciation and amortization expenses
Other expenses
Loss for the year (a-b)
Loss of to be carried forward
Figures in Rs Lacs
FY 13-14
FY 12-13
10.38
3.64
67.05
35.61
(56.67)
(56.67)
(31.97)
(31.97)
FINANCIAL HIGHLIGHTS
During the year under review, the Company has incurred a net loss of Rs 56.67 lacs & capital
expenditure of Rs 1027.40 lacs incurred towards carrying out feasibility studies for setting up
the Project. The expenditure incurred is carried forward as Capital Work-in-progress and Preoperative pending allocation. These expenses shall be capitalised as fixed assets on the
completion of project and commencement of commercial operations. Considering the current
status and future plans with regard to the project, your Company does not envisage provision
for impairment as at the Balance Sheet date.
3.
DIVIDEND
Since the Company is yet to commence its commercial operations, it has not made profits
during the year under review. In the absence of profits, the Company has not declared any
dividend for the year 2013-14.
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DHPL
Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
4.
PROJECT HIGHLIGHTS AND CONSTRAINTS
4.1
Project Highlights
The Company had entered into Tripartite Agreement dated May 31, 2011, with Governor of
Himachal Pradesh, on behalf of Government of Himachal Pradesh (GoHP), The Tata Power
Company Limited and SN Power Holding Singapore Pte Limited wherein Company was given
unequivocal acceptance of all the assets, rights, abilities, obligations, privileges and benefits
arising for Pre-Implementation Agreement (PIA) dated May 31, 2011, for the setting up Dugar
Hydro Electric Power Project of 236 MW in district Chamba, Himachal Pradesh on river Chinab.
Based on the internal projections, exercise of the Technical Team of Statkraft Norfund Power
Invest AS and The Tata Power Company Limited, the Company found this project viable and
accordingly, in previous financial year 2012-13, deposited second instalment of Rs. 2360 lacs
with Diretorate of Energy (GoHP) as upfront premium on May 3, 2012 in accordance with the
aforesaid PIA.
During the period under review, your Company was in Feasibility Phase under which various
Field Investigation Activities, Desktop Studies and Topographical Surveys including Detailed
Project Report (DPR) preparations were undertaken by duly appointed Consultants/Contractors
and draft reports thereof were submitted by them in December 2013 for review by the
Company.
The Company is also in the process of studying various special studies, i.e., GLOF Study, Dam
Break Analysis, Disaster Management Plan and Qualitative, quantitative risk and hazards
analysis.
4.2
Project Constraints
After completion of optimization studies by Technical Team of the Company, reports were
submitted to Central Electricity Authority (CEA) in December 2013, however, the approval is
pending from CEA due to want of confirmation of “Levels” [Full Reservoir Level (FRL)/ Tail
Water Level (TWL)] from GoHP. The Company is pursuing this matter with GoHP since July
2013. Final decision is awaited.
5.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Company’s Community Relations and Corporate Social Responsibility, the
Company continued with its focus areas of Community Health & Hygiene, Basic Education,
Infrastructure Development and Livelihood & Self Employment.
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Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
6.
HUMAN RESOURCE DEVELOPMENT
During the year under review, a number of HR initiatives were taken to supplement the
Company’s effort towards business sustainability and growth.
7.
HEALTH & SAFETY ENVIRONMENT
The Company has continued its efforts to minimize the accident to zero level and encourage
safe working practice at project site during the year under review. Various efforts and activities
for creating safety awareness amongst the employees of the Company and the workers of
Contractors and Sub-Contractors were organized during the year.
The Company is in process of framing up a policy on prevention of sexual harassment of
employees.
8.
RIGHTS ISSUE OF SHARES
During the year under review, the Company has made Rights Issue of 1,34,00,000 Equity
Shares of Rs 10 each on pro-rata basis to the existing shareholders for cash at par, aggregating
to Rs 13.4 crores.
9.
DIRECTORS
During the period under review, Mr Tor Inge Stokke and Mr Sten Markus Strojer Wilkens
resigned from the Board on 31st May 2013. Consequent upon the resignation of Mr Wilkens, the
office of Mr Lars Espen Ellegard as an Alternate Director to Mr Wilkens was vacated by
operation of law.
Mr Rolf Baserud was appointed as Additonal Director effective from 30th August, 2013 and his
office was automatically ceased by operation of law on the date of second annual general
meeting. Subsequently, on 16th September 2013, Mr Baserud was appointed as Additional
Director and Mr Lars Espen Ellegard was appointed as Alternate Director to Mr Rolf Baserud
with effect from 18th December, 2013.
As on date of report, Mr R N Subramanyam and Mr Erik Knive had resigned from the Board on
28th May, 2014 and 19th May, 2014, respectively.
Ms Tima Iyer Utne was appointed as Director with effect from 21st May 2014 to fill the casual
vacancy on the Board caused by the resignation of Mr Erik Knive and holds office up to the date
of the forthcoming Annual General Meeting.
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DHPL
Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
Mr Rajit Harshik Desai was appointed as Additonal Director with effect from 3 rd June 2014 and
holds office upto the date of the forthcoming Annual General Meeting. Notice under Section
160(1) of the Act has been received from a member proposing his appointment as Director.
Mr Rolf Baserud resigned from the Board on 4th July 2014 and consequent to which office of Mr
Lars Espen Ellegard as Alternate Director to Mr Baserud was automatically vacated by
operation of law with immediate effect.
Mr Rahul Varshney was appointed as Additional Director with effect from 16th July 2014 and
holds office upto the date of the forthcoming Annual General Meeting.
In accordance with the requirements of the Act and the Articles of Association of the Company,
Mr Soumendra Chandra Rout, Director, being longest in the office amongst other Directors
liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has
offered his candidature for re-appointment.
Necessary resolutions for the appointment/reappointment of Directors are being proposed in
the notice of the ensuing annual general meeting for the approval of the members.
10.
MANAGER
Mr Pramod Shrivastava is Manager of the Company under the provisions of the Companies
Act, 1956. He was appointed as Project Director in the month of June 2012 and subsequently
as Manager With effect from 18th October, 2012.
11.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
11.1
Conservation of Energy, Technology Absorption
During the period under review, Company has not conserved energy and absorbed technology
as required under Section 217(1)(e) of the Companies Act, 1956 (the Act), read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Hence,
the information required under Section 217(1)(e) of the Act is not applicable.
11.2 Foreign currency expenditure amounting to Rs. 70.32 lacs (FY 2013 Rs. 74.30) was
incurred during FY 2014. The Company did not have any foreign exchange earnings.
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DHPL
Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
12.
DISCLOSURE OF PARTICULARS OF EMPLOYEES
None of the employees of the Company comes under the purview of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and amendment thereto.
13.
STATUTORY AUDITORS
Messrs. Deloitte Haskins & Sells (DHS), who are the Statutory Auditors of the Company, hold
office until the conclusion of the ensuing AGM. It is proposed to re-appoint DHS as statutory
auditors of the Company for FY 2014-15 as per Section 139 of the Companies Act, 2013 (the
Act). DHS has, under Section 141 of the Act read with rule 10 of the Companies (Audit and
Auditors) Rules 2014, furnished a certificate of its eligibility for re-appointment. The Members
will be requested to appoint Auditors and to authorize the Board of Directors to fix their
remuneration.
14.
AUDITORS’ REPORT
The Notes to the Accounts referred to in the Auditors’ Report of the Company are selfexplanatory and, therefore, do not call for any further explanation under Section 217 (3) of the
Act.
15.
DEPOSITS
The Company has not accepted any deposits during the year under review.
16.
AUDIT COMMITTEE
The Company has an Audit Committee comprising of three Directors, namely, Mr Rahul C
Shah, Mr Soumendra Chandra Rout and Mr Kannan Nallathambi.
17.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Act with respect to Directors’ Responsibility Statement, the
Directors confirm that:
i.
ii.
in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures therefrom;
they have, in the selection of the accounting policies, consulted the Statutory Auditors
and have applied them consistently and made judgements and estimates that are
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DHPL
Annual Report 2013-2014
DUGAR HYDRO POWER LIMITED
iv.
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the loss of the Company for that period;
they have taken proper and sufficient care to the best of their knowledge and ability 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;
They have prepared the annual accounts on a going concern basis.
18.
ACKNOWLEDGEMENTS
iii.
The Board of Directors thank the Ministry of Power, Ministry of Environment and Forest,
Government of Himachal Pradesh, Departments of Energy, Central Electricity Authority,
bankers and shareholders for their continued co-operation and support.
The Board of Directors take this opportunity to place on record their gratitude for the timely and
valuable assistance and support received from officers and employees of SN Power India
Private Limited, Statkraft Norfund Power Invest AS and The Tata Power Company Limited and
each employee of the Company in the implementation of the Project.
On behalf of the Board of Directors
Rajit Harshik Desai
Chairman
22nd July, 2014
Mumbai
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