STAKEHOLDERS EMPOWERMENT SERVICES KSK ENERGY VENTURES LTD. www.ksk.co.in S ECTOR: POWER GENERATION & DISTRIBUTION REPORTING DATE: 27TH NOVEMBER, 2017 KSK Energy Ventures Ltd. NSE Code - KSK TABLE 1 - MARKET DATA (STANDALONE) (AS ON 24TH NOVEMBER 2017) Sector - Power Generation & Distribution NSE Market Price (`) 7.35 NSE Market Cap. (₹ Cr.) 314.60 Face Value (`) 10.00 Equity (` Cr.) 423.99 Business Group - MNC Associate 52 week High/Low (₹) 23.7/6.20 Net worth (₹ Cr.)* 3,019.90 Year of Incorporation - 2001 TTM P/E (TTM) N.A. Traded Volume (Shares) 29,06,28 TTM P/BV 0.10 Traded Volume (lacs) 213.61 Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. - Not Applicable, *As on 30th Sept’ 2017 8-2-293/82/A/431/A Road No 22, COMPANY BACKGROUND Jubilee Hills, KSK Energy Ventures Limited is a power project development company. The Hyderabad – 500 033, Company is engaged in the development, ownership, operation and maintenance Telangana of power generation assets in India. The Company operates through two segments: power generation and power development. The Company develops private sector Company Website: power projects. The Company's power plants include Sai Lilagar, which is an www.ksk.co.in approximately 85 megawatts (MW) coal-based power plant in Chhattisgarh; Sai Regency, which is an approximately 60 MW natural gas-based power plant in Tamilnadu; Sitapuram Power, which is an approximately 40 MW coal-based power plant in Andhra Pradesh; VS Lignite, which is an approximately 135 MW lignite- based power plant in Rajasthan; Sai Wardha Power, which is an approximately 540 MW coal-based power plant in Maharashtra; Sai Maithili Power, which is an approximately 10 MW solar power plant in Rajasthan, and KSK Mahanadi Power, which is an approximately 1,200 MW coal-based power plant in Chhattisgarh. Revenue and Profit Performance Quarterly revenue and Profit (₹ CRORE) 50 The revenue of the Company decreased from ₹4.55 crores to ₹0.76 crores from quarter ending Sep’16 to quarter ending 0.76 6.22 4.55 0 Sep’17. The Company made a loss of ₹75.48 crores in quarter -25.66 -23.89 ending Sep’17 vis-a-vis making a loss of ₹23.89 crores in quarter -50 -75.48 ending Sep’16. -100 Sep'17 Mar'17 Sep'16 Revenue Profit Source: Moneycontrol Performance vis-à-vis Market 1.50 TABLE 2- Returns 1.00 1-m 3-m 6-m 12-m KSK Energy Ventures Ltd -25.00% -4.08% -26.87% -65.17% Nifty 0.44% 5.71% 8.17% 28.48% 0.50 Source - Capitaline/NSE 0.00 Dec 16 Feb 17 Apr 17 Jun 17 Aug 17 Oct 17 KSK Energy Ventures Ltd NIFTY Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 1 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES KSK ENERGY VENTURES LTD. www.ksk.co.in S ECTOR: POWER GENERATION & DISTRIBUTION REPORTING DATE: 27TH NOVEMBER, 2017 TABLE 3 - FINANCIALS % Change (₹ Cr.) Sep’17 Mar’17 Sep’16 Sep ’17 vs Mar’17 Mar’17 vs Sep’16 Net Worth 3,019.90 3,119.40 3,119.30 -3.19% 0.00% Current Assets 252.40 233.00 259.70 8.33% -10.28% Non-Current Assets 4,127.00 4,175.30 4,088.20 -1.16% 2.13% Total Assets 4,379.40 4,408.30 4,347.90 -0.66% 1.39% Investments 3,996.80 4,008.60 3,926.90 -0.29% 2.08% Finance Cost 34.20 35.46 36.95 -3.55% -4.03% Long Term Liabilities 487.30 500.10 443.00 -2.56% 12.89% Current Liabilities 872.30 788.80 785.70 10.59% 0.39% Turnover 0.76 6.22 4.55 -87.78% 36.70% Profit After Tax (PAT) -75.48 -25.66 -23.89 N.A. N.A. EPS (₹) -1.78 -0.60 -0.56 N.A. N.A. Source - Money Control /Stock exchange filing AUDIT QUALIFICATIONS Audit Qualifications in last 3 years: There is no qualified opinion from the Auditor for the FY 2014-15, FY 2015-16 & FY 2016-17. Response Comment Frequency of Qualifications - Have the auditors made any adverse remark in last 3 years? No No Are the material accounts audited by the Principal Auditors? Yes Yes Do the financial statements include material unaudited No No financial statements? TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT - FY 2016-17) Regulatory Norms Company % of Independent Directors on the Board 33% 33% % of Promoter Directors on the Board - 22% Number of Women Directors on the Board At least 1 1 Classification of Chairman of the Board - Independent Director Is the post of Chairman and MD/CEO held by the same person? - No Average attendance of Directors in the Board meetings (%) - 84.09% Composition of Board: As per Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations, 2015", the Company should have at least 33% Independent Directors as the Chairman of the Board is an Independent Director. The Company has 33% of Independent Directors and hence, it meets the regulatory requirements. Board Diversity: The Company has 9 directors out of which 8 are male and 1 is female. Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 2 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES KSK ENERGY VENTURES LTD. www.ksk.co.in S ECTOR: POWER GENERATION & DISTRIBUTION REPORTING DATE: 27TH NOVEMBER, 2017 TABLE 5 - FINANCIAL RATIOS % Change Ratios Sep’17 Mar’17 Sep’16 Sep ’17 vs Mar’17 vs Mar’17 Sep’16 Inventory Turnover N.A. N.A. N.A. N.A. N.A. Debtors Turnover 0.03 0.20 0.11 -87.33% 83.45% Fixed asset Turnover 0.00 0.00 0.00 -87.64% 33.85% Ratios Turnover Current Asset Turnover 0.00 0.03 0.02 -88.72% 52.37% Operating Profit Margin -5,918.42% 18.33% 53.63% -32,391.74% -65.82% Net Profit Margin -9,931.58% -412.54% -525.05% N.A. N.A. Return on Assets (ROA) N.A. N.A. N.A. N.A. N.A. Return on Equity (ROE) N.A. N.A. N.A. N.A. N.A. Return Ratios Return on Capital Employed (ROCE) N.A. N.A. N.A. N.A. N.A. Current Ratio 0.29 0.30 0.33 -2.04% -10.63% Quick Ratio 0.29 0.30 0.33 -2.04% -10.63% ios Cash Ratio 0.26 0.26 0.28 -0.40% -7.75% Rat Liquidity Working Capital Turnover ratio N.A. N.A. N.A. N.A. N.A. Debt to equity ratio 0.25 0.22 0.24 13.91% -10.16% Ratios Interest Coverage Ratio N.A. 0.03 0.07 N.A. -51.32% Solvency Market Cap / Sales 546.72 57.26 255.32 854.83% -77.57% Market Cap/ Net Worth 0.14 0.11 0.37 20.51% -69.34% Market Cap/PAT N.A. N.A. N.A. N.A. N.A. Market Cap/EBITDA N.A. 312.41 476.11 N.A. -34.38% Trading Ratios Source - Money Control/Stock exchange filing TABLE 6 - TRADING VOLUME % Change Particulars Sep’17 Mar’17 Sep’16 Sep ’17 vs Mar’17 vs Mar’17 Sep’16 Trading Volume (shares) (avg. of 1 qtr) 19,92,619 7,38,095 1,39,793 169.97% 427.99% Trading Volume (shares) (high in 1 qtr) 2,10,71,782 95,34,615 8,54,614 121.00% 1,015.66% Trading Volume (shares) (low in 1 qtr) 1,24,470 71,566 23,578 73.92% 203.53% Ratio - High/low trading volume 169.29 133.23 36.25 27.07% 267.56% Ratio - High/average trading volume 10.57 12.92 6.11 -18.14% 111.30% Source - Capitaline TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS Sep-17 Mar-17 Sep-16 Comments Promoter shareholding 48.46 57.83 68.12 • No new equity shares were issued during the Oct’ 16 to Sept’ 17. • The promoter shareholding decreased by Public - Institutional shareholding 17.74 19.39 17.62 19.66% due to invocation of pledged shares. • The shareholding of public shareholders Public - Others shareholding 33.80 22.78 14.26 increased by the same percentage. Shareholding (%) Non-Promoter Non-Public • The promoters have pledged 45.48% of their 0.00 0.00 0.00 Shareholding shareholding. Source - NSE Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory 3 | P AGE STAKEHOLDERS EMPOWERMENT SERVICES KSK ENERGY VENTURES LTD. www.ksk.co.in TH S ECTOR: POWER GENERATION & DISTRIBUTION REPORTING DATE: 27 NOVEMBER, 2017 MAJOR SHAREHOLDERS (AS ON 30TH SEPTEMBER 2017) S. No. Promoters Shareholding S. No. Public Shareholders Shareholding HDFC Trustee Company Ltd. - HDFC 1 KSK Energy Ltd. 34.63% 1 8.99% Equity Fund 2 KSK Energy Company Pvt. Ltd. 9.21% 2 LB Mauritius IV Ltd. 4.36% Tree Line Asia Master Fund 3 KSK Power Holdings Ltd. 4.63% 3 2.36% (Singapore) Pte Ltd Source - NSE TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS Market Activity of Promoters The promoters have not sold/bought any shares during the FY 2016-17 Preferential issue to promoters No preferential issue of shares was made to the promoters during the FY 2016-17 Preferential issue to others No preferential issue of shares was made to other shareholders during the FY 2016-17 GDRs issued by the Company The Company did not issue any GDRs during the FY 2016-17 Issue of ESOPs/Issue of shares other The Company did not issue any shares to the employees under its ESOP Scheme during than Preferential allotment the FY 2016-17 Source - Annual Report FY 16-17 TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Sr.