Your directors have pleasure in presenting their 7th Annual Report togetherwith the financial statements for the financial year ended 31st March 2017.
The financial highlights for the year under review are as follows:
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue form operations ||- ||30569984 |
|Profit /(Loss) after Interest & Depreciation ||(14560379) ||(73815501) |
|Current Tax ||- ||- |
|Deferred Tax ||- ||(84726312) |
|Profit /(Loss) after Tax ||(14560379) ||10910810 |
|Less: Taxation Adjustments of Previous Years ||1271951 ||- |
|Add: Balance of Profit /(Loss) brought from previous year ||(1762057) ||(12672867) |
|Profit available for Appropriation ||(17594387) ||(1762057) |
|APPROPRIATIONS || || |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||(17594387) ||(1762057) |
The Business of the Company is generation of electricity through recovery of wasteheat. During the year the waste heat recovery plant was not operating due to shutdown andmaintenence of sponge iron furnace which resulted in loss of Rs. 17594387/- (Previousyear loss -Rs. 1762057/-). The company expects the same scenario in the next financialyear also.
No dividend was declared during the financial year. (Previous year: NIL).
Transfer of profit to the General Reserve did not arise due to losses incurred by thecompany during the financial year.
Names of Companies which have become or ceased to be the Subsidiaries Joint Venturesor Associate Companies during the year: Kanishk Steel Industries Limited.
Management discussion & Analysis Report
An analysis on the Industry and the performance of the Company is given in ManagementDiscussion and Analysis Report that forms part of this Report as Annexure I.
Code of Conduct
The Board has formulated a Code of Conduct for Directors and senior managementpersonnel of the Company. A Declaration affirming the compliance of Code of Conduct isprovided as Annexure II.
Directors Responsibility Statement
In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 laid down internal financial control to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Meetings of the Board
Four (4) Board Meetings were held during the financial year and the details of whichare available in the Corporate Governance report which forms part of this report.
Directors and Key Managerial Personnel
Mrs.R.Saraswathi (DIN: 07140959) retires by rotation at the ensuing AGM and beingeligible has offered herself for re-appointment.
The office of Mr. Chandikeshwar Sharma (DIN: 06598312) Independent Director expires atthe ensuing Annual General Meeting and being eligible the Board recommends forre-appointment for further period of five years
There has been no change in the key managerial personnel during the financial year.
Declaration by independent directors
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 read with therules made thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 a separateReport on Corporate Governance for the financial year ended 31st March 2017along with the Auditor's Certificate on its compliance is enclosed and is forming part ofthis report as Annexure III.
The Board of Directors has an Audit Committee and the composition powers role andterms of reference of the Committee are in accordance with the requirements mandated undersection 177 of the Companies Act 2013 read with the rules made thereunder and Regulation18 and 21 read with Part C of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The details of Committee along with Meetings held during the year are given in theCorporate Governance Report that forms part of this Report.
Particulars of employees and related disclosures
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules(1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement containing the particulars of employees and theirrelated information are provided and enclosed in Annexure IV.
Auditors and Auditors report
The Members at the 5th Annual General Meeting held on 30th September 2015have appointed M/s. S.K Gulecha & Associates Chartered Accountants Chennai as theStatutory Auditors of the Company to hold office from the conclusion of that AnnualGeneral Meeting till the conclusion of the 10th Annual General Meeting subjectto ratification by the Members at every Annual General Meeting.
Further the Members at the 6th Annual General Meeting held on 30thSeptember 2016 had ratified the appointment of M/s. S.K. Gulecha & AssociatesChartered Accountants Chennai as the Statutory Auditors of the Company. The Boardrecommends for ratification of the appointment of the Auditors of the Company at theensuing Annual General Meeting.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise.
Particulars of loans guarantees or investments held by the company
The particulars of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with the rules made thereunder are given inthe Notes to the Financial Statements.
Related Party Transactions
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All transactions entered into with Related Parties during the year were in the ordinarycourse of business and on an arms' length basis and do not attract the provisions ofSection 188 of the Companies Act 2013. However pursuant to the provisions of Regulation23(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015prior approval of the Audit Committee was sought for entering into the Related PartyTransactions.
During the year the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms ofRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. In accordance with Accounting Standard 18 the Related Party Transactions aredisclosed in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties
There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 are disclosed in the Notes to the financialstatements.
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure V.
Conservation of energy technology absorption and Foreign exchange earnings & outgo
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3) (m) of the CompaniesAct2013 read with the Companies (Accounts) Rules2014 is given in Annexure VI andforms part of this Report.
Adequacy of internal Financial Controls
The company has formulated an Internal controls policy. In the opinion of Board It isadequate to mitigate risks and provided reasonable assurance that operations/transactionsare efficient and assets are safeguarded.
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (i.e. 31st March 2017 and the dateof the Report i.e. 30th May 2017).
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 an extract of annual return inform MGT-9 is enclosed and marked as Annexure VII.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s.S. Dhanapal & Associates a firm of practicing Company SecretariesChennai to undertake the Secretarial Audit of the Company for the financial year 2016-17.The Secretarial Audit Report is given as Annexure VIII and that form part of thisReport.
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.
Vigil mechanism/Whistle Blower Policy
The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
Significant and material orders impacting the company
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors were carriedout by Independent Directors. Details of the same are given in the Report on CorporateGovernance annexed hereto.
Corporate social responsibility (CSR)
The company is not covered under section 135 of the Companies Act 2013 and formulationof CSR policy and constitution of a CSR committee did not arise.
Mr.R. Natarajan Chairman and Managing Director and Mr.V. Kumar Chief FinancialOfficer have given their certification to the Board in terms of Regulation 17(8) under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Your directors place on record their great appreciation of the fine efforts of allExecutives and Employees of the Company. Your directors also express their sincere thanksto various Departments of Central Government State Government TANGEDCO State Bank ofIndia the Customers Shareholders and other stakeholders for their continuing support andencouragement during the year an expect the same in forthcoming years.
| ||For and on behalf of the Board of Directors |
| ||Gita Renewable Energy Limited |
|Date: 30th May 2017 ||R. NATARAJAN |
|Place: Chennai ||Chairman & Managing Director. |