13. Torrent Energy Limited - Annual Report 2009-10

TORRENT ENERGY LIMITED

Directors’ Report – 2009-10 1

DIRECTORS’ REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 2nd Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2010. Financial Results A summary of financial results for the year under review is given below:

(Rs. in Lacs) Particulars For the year ended on 31st

March, 2010 For the period ended on 31st March, 2009

Income - -Expenditure 25.23 66.27Profit / (Loss) before Tax (25.23) (66.27)Provision for Tax - -Profit / (Loss) after Tax (25.23) (66.27)Balance brought forward from previous period (66.27) -Balance carried to Balance Sheet (91.50) (66.27)

Dividend Your Directors do not recommend any dividend for the year under review. Operations The Company has been designated as a Co-developer of Dahej SEZ to undertake generation and distribution of power in the Dahej SEZ and is implementing 1200 MW gas based combined cycle power plant in Dahej SEZ (“DGEN Project”). DGEN Project is proposed as a Mega Power Project in an SEZ area and is eligible for taxation benefits. For implementing DGEN project, the Company has invited bids on International Competitive Bidding (ICB) basis and has signed Turnkey EPC contract with Siemens AG, Germany and Siemens Limited, India on 2nd July, 2010.



To undertake distribution of power, the Company has established interim network and connectivity with the grid, and has signed Power Purchase Agreement with Torrent Power Limited for initial requirement of 15 MW power. The Company has also received distribution license from GERC and has started distribution of power effective from 4th April, 2010. The Company has filed Multi-Year Tariff Petition for Dahej License area for the control period ending on 31st March, 2011 with GERC. Financing Arrangements

The project being implemented by the Company would require significant capital expenditure. A part of the capital expenditure would be met through equity share capital and the remaining would be met through borrowing of funds. Directors’ Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956, in relation to the financial

statements for the year 2009-10, the Board of Directors states that:

1. In the preparation of the annual accounts, the applicable accounting standards have

been followed alongwith proper explanation relating to material departures, if any;

2. The Directors have 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 as on 31st March, 2010 and of the loss for the year ended on 31st March, 2010;

3. The Directors have taken proper and sufficient care for maintenance of 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; and

4. The financial statements have been prepared on a going concern basis.



General (a) Directors

Shri Deepak Dalal and Shri T. P. Vijayasarathy were appointed as Additional Directors since the last Annual General Meeting. The Board also appointed Shri Deepak Dalal as the Director and CEO for a period of three years effective from 30th July, 2010. Shri Samir Mehta has resigned as the Director in Charge without relinquishing his directorship in the Company. The Board places on record its appreciation for the valuable services rendered by Shri Samir Mehta during his tenure as the Director in Charge of the Company.

Shri Sudhir Mehta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

(b) Auditors

M/s. C. C. Chokshi & Co., Statutory Auditors retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment as Statutory Auditors of the Company. Observations made in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments.

(c) Particulars of Employees

The Company has not employed any employee during the year drawing remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.



(d) Conservation of Energy and Technology Absorption

Since the Company is not a scheduled industry, details in respect of Form A pursuant to Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not furnished. Details relating to technology absorption required to be disclosed under the Rules are given in the annexure to and forms part of this report.

(e) Foreign Exchange Earnings and Outgo

During the period under review, foreign exchange earnings and outgo were nil. (f) Acknowledgement

Your Directors place on record their appreciation for the support received from the Ministry of Commerce and Industries, Government of India, Government of Gujarat and Dahej SEZ Limited. Your Directors would also like to express their appreciation for the continuous guidance and support received from the promoter, Torrent Power Limited.

For and on behalf of the Board of Directors

Place : Ahmedabad Sudhir Mehta

Date : 30th July, 2010 Chairman



FORM B: ANNEXURE TO DIRECTORS’ REPORT RESEARCH AND DEVELOPMENT (R&D) 1. Specific areas in which R&D was carried out by the Company

• The Company did not carry out any basic R&D work during 2009-10.

2. Benefits derived as a result of the above R&D initiatives • Not Applicable

3. Future Plan of Action • Not Applicable

4. Expenditure on R&D • No expenditure of capital or recurring nature has been incurred on R&D.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION 1. Efforts made towards technology absorption, adaptation and innovation

• Not applicable

2. Benefits derived as a result of the above efforts • Not applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Foreign exchange earned Nil (ii) Foreign exchange outgo Nil

For and on behalf of the Board of Directors

Place : Ahmedabad Sudhir Mehta

Date : 30th July, 2010 Chairman

Documents

13. Torrent Energy Limited - Annual Report 2009-10