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IND Renewable Energy Ltd.

BSE: 536709 Sector: Others
NSE: N.A. ISIN Code: INE138O01029
BSE LIVE 15:25 | 13 Nov 20.10 -1.05
(-4.96%)
OPEN

22.20

HIGH

22.20

LOW

20.10

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.20
PREVIOUS CLOSE 21.15
VOLUME 1055
52-Week high 28.80
52-Week low 11.70
P/E 60.91
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.10
Sell Qty 300.00
OPEN 22.20
CLOSE 21.15
VOLUME 1055
52-Week high 28.80
52-Week low 11.70
P/E 60.91
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.10
Sell Qty 300.00

IND Renewable Energy Ltd. (INDRENEWABLE) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013) {Read With Companies(Accounts) Rules 2014}]

Dear Shareholders.

Your Directors are pleased to the 6thAnnual Report of your Company and the AuditedFinancial Statements for the year ended 31st March 2017.

1. Financial Summary or Highlights/ Performance of the Company:

Particulars Standalone (Amount in Rupees)
FY 2016-2017 FY 2015-2016
Revenue from Operations 432805 0
Other Income 3668076 7442378
Profit before depreciations & tax 1434014 4825840
Less: depreciation 691754 591395
Profit before tax 742260 4234445
Provision for taxation (incl. deferred tax) 100000 750000
Profit/ (Loss) for the year carried to Balance Sheet 642260 3484445

During the year under review the Company's revenue stood at 4100881/- as against Rs.7442378/- in the previous year. The

Company has earned a Net profit of Rs.642260/- as compared to the net profit of Rs.3484445/- during the previous accounting year.

2. Appropriations a. Dividend:

In view to conserve the resources your Directors do not recommend any dividend for thefinancial year ended 2016-17. b. Reserves:

During the financial year the company does not propose to carry any amount toreserves.

3. Brief description of the Company's working during the year/ state ofCompany's affair:

During the year the company has successfully commissioned a 100 KW Roof Top SolarPlant in Mumbai.

The revenue from operations of the company is Rs. 432805/-. (Previous year Rs.NIL).Further the Company is exploring new opportunities to expand its business in the comingyears.

Performance of the company has improved thereby reflecting in increased MarketCapitalization of the company. Market

Capitalization has increased from Rs 5.90 Crores in FY 2015-16 to Rs 7.38 Crores in FY2016-17.

4. Change in the nature of business if any:

There was no change in nature of business.

5. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

No material changes haveoccurredsubsequentto financialyear of the Company to which theBalance Sheet relates closeofthe and the date of the report.

6. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future:

There were no orders passed by the regulators or courts or tribunals impacting thegoing concern status and Company's operations in future.

7. Details of Subsidiary/ Joint Ventures/ Associate Companies:

During the year under review the company had significantinfluence in M/s. INDRenewable Solar Private Limited as per section 2(6) of Companies Act 2013 and wasregarded as its Associate Company having its registered office in the state ofMaharashtra to carry on the business of generating transmitting and dealing with allaspect of Thermal Hydro Nuclear Solar Wind power and power generated through Nonconventional/Renewable Energy. However during the year the Company ceases to carryinfluence in the latter Company and hence it ceased to be its Associate Company.

8. Auditors: a. Statutory Auditor

M/s. K S Maheshwari & Co. (Firm Registration No- 105846W ) Chartered Accountantswas appointed as Statutory Auditor of the Company and to hold office from the conclusionof the5 th Annual General Meeting till the conclusion of 6thAnnual General Meeting. b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under M/s Sanjay Dholakia & Associates Mumbai was appointed asSecretarial Auditor for the Financial Year 2016-17.A Secretarial Audit Report in Form MR-3given by M/s Sanjay Dholakia & Associates has been provided in an Annexurewhich forms part of the Directors Report.

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors and Secretarial Auditor in their report and therefore there are nofurther explanations to be provided for in these reports.

9. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT – 9 is appended as Annexure 2 of the Board's Report.

10. Conservation of energy technology absorption and foreign exchange earnings andoutgo: A. Conservation of energy:

As the nature of our operations is covered under conservation of energy itself thereare no separate activities under the head of Conservation of Energy. i. Thesteps taken or impact on conservation of energy: On installation of Solar PlantsRenewable Energy is generated which itself saves energy as compared to Power generatedfrom traditional thermal plants. ii. The steps taken by the Company for utilizingalternate sources of energy:

The Company's activities include setting up of roof top Solar Plants to conserve energy.

iii. The capital investment on energy conservation equipments:

The Company intends to install Roof Top Solar Plants which will incur capital cost.

Foreign Exchange Earnings and Outgo:

Current Year Previous Year NIL

Foreign Exchange Earnings and Outgo NIL

11. Directors and Key Managerial Personnel:

There were no changes in Directors by way of appointment re-designation death ordisqualification variation made or withdrawn.

Ms. Ruchita Birla was appointed as Company Secretary w.e.f 13th February 2017 in placeof Ms Priya Shah who resigned as Company Secretary w.e.f 20th January 2017 Mrs. Varsha JVakharia Director who is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible seeks reappointment pursuant to Section 152 of the CompaniesAct 2013

12. Annual Evaluation of Board's Performance:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and theListing Agreement/Regulations the Board has carried out an annual performance evaluationof its own performance of individual Directors as well as the evaluation of the workingof its all Committees.

Directors: i. Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving growth and continuance of each Independent Director on theBoard will be in the interest of the Company

. ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

13. Board Meeting and Committee meetings of the Board:

During the year under review the Company has conducted 5 (Five) Board Meetings on 30thMay 2016 12th August 2016 12rd November 2016 16th January 2017 and 13rd February 2017.

Currently the Board has 4 Committees: the Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Share Transfer Committee. TheComposition of various committees and compliances as per the applicable provisions of theCompanies Act 2013 and the Rules thereunder and Listing Agreement/ Regulations are asfollows:

Attendance No. of Meeting Attended Last AGM 20.08.2016 Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Share Transfer Committee
Total Meetings 5 Yes 4 2 4 4
Mr Jitendra K Vakharia 5 Yes 4 2 4 4
Mrs Varsha J Vakharia 5 Yes - - - -
Mr Nitin I Parikh 4 Yes 3 1 3 3
Mr Dinesh P Turakhia 5 Yes 4 2 4 4

Meeting of Independent Directors of the company was held on 14th February 2017 asrequired under Regulation 25 of SEBI( Listing Obligation and Disclosure Requirement) 2015

14. Particulars of loans guarantees or investments under section 186:

Details of the investments purchase of securities by the company underSection186oftheCompaniesAct2013arespecifiedin notes to accounts. During the year underreview the Company has not provided any loans gave guarantees under Section 186 of theCompanies Act 2013.

15. Particulars of contracts or arrangements with Related Party:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including transactions entered at arms length under third proviso in prescribed Form No.AOC -2 is appended as Annexure 1 to the Board's Report.

16. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them; b) The Directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit and loss of the Companyfor that period; c) The Directors had taken proper and sufficientcare for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The Directors had prepared the annual accounts on a going concernbasis; e) The Directors had laid downinternalfinancialcontrols to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

17. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Company has notpaid any remuneration except sitting fees to the Directors of the Company and hence theinformation required under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not furnished. B) Details of the every employee ofthe Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 The Company has no such employee drawing remunerationmore than mention under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

18. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 read with part B of

Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in aseparate section forming part of Director Report as Annexure 4.

19. Corporate Governance:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements)

Regulations 2015 the provisions related to Corporate Governance as specified inregulation (2) of regulation 46 and para C D and E of Schedule V are not applicable tothe Company and hence the same is not given in the Report. However the Company continuesto adheres the best practices prevailing in Corporate Governance and follows the same inits true spirit.

20. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

21. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-definedbudget monitoring process and otherstandard operating procedures.

22. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

23. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint/case has been filed/ with the Companyduring the year.

24. Disclosure under Regulation 39 and Schedule VI of Listing Regulations :

Details of Equity shares in Unclaimed Suspense Account under Regulation 39 and ScheduleVI are as follows:

Description No. of Records No. of Equity Shares of Rs.1 Each
No of shareholders and outstanding shares at the beginning of the year 437 733800
No. of shareholder's request received for transfer of shares during the year 1 6000
No. of shareholders to whom shares Transferred during the year 1 6000
No of shareholders and outstanding shares at the end of the year 436 727800

The voting rights on the above shares shall remain frozen till the rightful owner ofsuch shares claims the shares.

25 . CONSOLIDATION OF SHARE CAPITAL

The Board of Directors have subject to approval of Members approved consolidation ofevery 10 equity shares of Re.1/- each to 1 equity share of Rs.10/- each and consequentialamendments be made in the Memorandum of Association and the Articles of Association of theCompany and also the subscribed and fully paid up Equity Share Capital of the Company. Theproposed consolidation is in the best interest of the members of the company.

26. RECLASSIFICATION OF SHAREHOLDER

The Board of Directors have subject to approval of Members approved an applicationreceived from one of the Members of the Company (Mrs. Leena D. Dadia Jt. with Ms. Ami D.Dadia holding 2562960 equity shares of the Company constituting 8.46% of the issued andpaid-up share capital of Company} requesting to reclassify them from "PromoterCategory" to "Public Category". The shareholding of Promoters afterproposed re-classification will be 40.65% of the issued and paid-up share capital ofCompany. Mrs.

Leena D. Dadia Jt. Ami D. Dadia (Applicant) are related to Shri Jitendra K. Vakhariaand Smt. Varsha J. Vakharia Directors of the Company.

27. Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equityshares with differential rights as to dividend voting or otherwise. c) Issue of shares(including sweat equity shares) to employees of the Company under any scheme. d) Detailsof payment of remuneration or commission to Managing Director or Joint Managing Directorof the Company from any of its subsidiaries as the Company does not have anySubsidiaries/Joint Venture/Associate Company. e) Voting rights which are not directlyexercised by the employees in respect of shares for the subscription/ purchase of whichloan was given by the Company (as there is no scheme pursuant to which such persons canbeneficially hold shares as envisaged under section 67(3)(c) of the Companies Act 2013).

28 . Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers and stakeholders.

For and on Behalf of the Board of Directors

Place: Mumbai
Date: 4th July 2017
Sd/- Sd/-
Jitendra K.Vakharia Varsha J.Vakharia
CEO& Director Director
(DIN 00047777) (DIN 00052361)

Annexure 1 FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Not Applicable as all transactions are on Arm's Length basis

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Teekay International & Directors Interested
b) Nature of contracts/arrangements/transaction Rent Paid
c) Duration of the contracts/arrangements/transaction 11 months
d) Salient terms of the contracts or arrangements or transaction including the value if any Rs.15000/- p.m.
e) Date of approval by the Board 30th May 2016
f) Amount paid if any Rs.180000/-

For and on Behalf of the Board of Directors

Sd/- Sd/-
Jitendra K.Vakharia Varsha J.Vakharia
CEO& Director Director
(DIN 00047777) (DIN 00052361)
Place: Mumbai
Date: 4th July 2017