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IND Renewable Energy Ltd.

BSE: 536709 Sector: Others
NSE: N.A. ISIN Code: INE138O01011
BSE LIVE 15:40 | 18 Sep 1.88 0.08
(4.44%)
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1.85

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1.89

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.85
PREVIOUS CLOSE 1.80
VOLUME 8347
52-Week high 2.88
52-Week low 1.17
P/E 62.67
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.85
CLOSE 1.80
VOLUME 8347
52-Week high 2.88
52-Week low 1.17
P/E 62.67
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 presenting herewith the 5th Annual Report of your Companyand the Audited Financial Statements for the year ended 31st March 2016.

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

(Rupees)
Particulars For the year ended 31.03.2016 For the year ended 31.03.2015
Revenue from Operations 0 0
Other Income 7442378 2420235
Profit before depreciations & tax 4825840 1003774
Less: depreciation 591395 610008
Profit before tax 4234445 393766
Provision for taxation (incl. deferred tax) 750000 0
Profit/ (Loss) for the year carried to Balance Sheet 3484445 393766

During the year under review the Company's revenue stood at Rs. 7442378/- as againstRs.2420235/- in the previous year. The Company has earned a Net profit of Rs.3484445/- as compared to the profit of Rs. 393766/- during the previous accountingyear.

2. Dividend:

In order to conserve the resources your Directors do not recommend any dividend forthe financial year 2015-16.

3. Reserves:

The Board does not propose to carry any amount to reserves account.

4. Brief description of the Company's working during the year/state of Company'saffair:

The Company has not started any business activities since its inception. So there is norevenue generated from its operation. The Company shall explore the same in the upcomingyears.

5. Change in the nature of business if any:

There was no change in nature of business.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

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

The Company does not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

9. Change of Name of the Company:

During the year the Company has changed its name from Vakharia Power InfrastructureLimited to IND Renewable Energy Limited.

10. Auditors:

M/s. Poladia & Company Chartered Accountants Mumbai retiring Auditors do notoffer themselves for re-appointment. Further the Board in their meeting held on 30thMay 2016 decided to appoint M/s. K S Maheshwari & Co. Chartered Accountants whohave given their consent to act as Statutory Auditors and are eligible for appointment.Members are requested to appoint the auditors and to fix their remuneration.

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in its report and therefore there are no further explanations to beprovided for in this report.

11. 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.

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

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

ii. The steps taken by the Company for utilising alternate sources of energy:

iii. The capital investment on energy conservation equipments:

B. Technology absorption:

i. The efforts made towards technology absorption:

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): Since the Company has to begin its operations theabove clauses are not applicable.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings and Outgo:

Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

13. Directors And Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel

Mr. Kamlesh C Sanghavi Independent Director of the Company expired on 3rdMarch 2016.

Mrs. Varsha Jitendra Vakharia (DIN: 00052361) who is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible seeks reappointment pursuant toSection 152 of the Companies Act 2013.

Mr. Nitin Ishwarlal Parekh (DIN 00087248) Additional Director appointed in the BoardMeeting held on 29th March 2016 is proposed to be appointed as an IndependentDirector of the Company who shall not be liable to retire by rotation in respect of whomthe Company has received notice proposing his candidature under Section 160 of theCompanies Act 2013 along with requisite deposit for a tenure of 5 years. The Boardcommends his appointment as an Independent Director of the company.

B) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the ListingAgreement/Regulations the Board has carried out an annual performance evaluation of itsown performance of individual Directors as well as the evaluation of the working of itsall 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 and continuance of each independent director on the Board will be in theinterest 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 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).

14. Details of Committee of the Board:

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:

A. Audit Committee:

1. Mr. Kamlesh Sanghvi expired on 3rd March 2016 and hence ceased to beMember of the Audit Committee.

On 29th March 2016 the Audit Committee was reconstituted during its BoardMeeting. The Audit Committee now comprises of Mr. Dinesh Turakhia Independent Director asthe Chairman of the Committee Mr. Nitin Parekh Independent Director and Mr. JitendraVakharia Director as the members of the Committee. The recommendations of the AuditCommittee are always welcomed and accepted by the Board and all the major steps impactingthe financials of the Company are undertaken only after the consultation of the AuditCommittee.

2. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Dinesh Turakhia Chairperson ofthe Audit Committee.

B. Nomination and remuneration committee:

Mr. Kamlesh Sanghvi expired on 3rd March 2016 and hence ceased to be Memberof the Committee.

On 29th March 2016 the Nomination and Remuneration Committee wasreconstituted during its Board Meeting. The Nomination and Remuneration Committee underSection 178 of the Companies Act 2013 comprises of Mr. Dinesh Turakhia IndependentDirector as the Chairman of the said Committee Mr. Nitin Parekh Independent Director andMr. Jitendra Vakharia Director are the members of the Committee. The Committee has frameda policy to determine the qualification and attributes for appointment and basis ofdetermination of remuneration of all the Directors Key Managerial Personnel and otheremployees.

C. Stakeholder's Relationship Committee:

Mr. Kamlesh Sanghvi expired on 3rd March 2016 and hence ceased to be Memberof the Committee.

On 29th March 2016 the Stakeholder's Relationship Committee wasreconstituted during its Board Meeting. The Stakeholder's Relationship Committee comprisesof Mr. Dinesh P. Turakhia Independent Director acts as the Chairman of the Committee andMr. Jitendra K. Vakharia Director and Mr. Nitin Parekh Independent Director as themembers of the Committee. The role of the Committee is to consider and resolve securitiesholder's complaint. The meetings of the Committee are held once in a quarter and thecomplaints are responded within the time frame provided.

D. Share Transfer Committee:

Mr. Kamlesh Sanghvi expired on 3rd March 2016 and hence ceased to be Memberof the Committee.

On 29th March 2016 the Share Transfer Committee was reconstituted duringits Board Meeting. The Share Transfer Committee comprises of Mr. Dinesh P TurakhiaIndependent Director as the Chairman of the Committee Mr. Jitendra K. Vakharia Directorand Mr. Nitin Parekh Director as the members of the Committee. The role of the Committeeis to approve/ ratify transfer of securities and look into share transmissionrematerialization and dematerialization of shares. The meetings of the Committee are heldon periodical basis and the complaints are responded within the time frame provided.

15. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2015-16 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2015-16 forms part of the Directors'Report as Annexure 3.

There is no qualification reservation or adverse remark or disclaimer made by theSecretarial Auditors in its report and therefore there are no further explanations to beprovided for in this report.

16. Board Meetings:

During the year under review the Company has conducted 5 (Five) Board Meetings on 30thMay 2015 11th August 2015 3rd November 2015 3rdFebruary 2016 and on 29th March 2016.

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

During the year under review the Company has not provided any loans made investmentsgave guarantees or subscribed/ purchased securities under Section 186 of the CompaniesAct 2013.

18. 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 subsection (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.

19. 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 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 profit and 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.

20. 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 not paid any remuneration except sitting fees to the Directors of theCompany and hence the information required under Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

The Company has no such employee drawing remuneration more than that mentioned underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

21. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated in Clause 49 of the Listing Agreement and Regulation 34 read with part B ofSchedule V of Listing Regulations entered into with the Stock Exchanges is set out in aseparate section forming part of Director Report as Annexure 4.

22. 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 toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report. However the Companycontinues to adhere to the best practices prevailing in Corporate Governance and followsthe same in its true spirit.

23. 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. Hence the Company is not requiredto formulate a policy on CSR and also has not constituted a CSR Committee.

24. 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-defined budget monitoring process and otherstandard operating procedures.

25. 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. During the year a risk analysis and assessment was conducted and no major riskswere noticed.

26. 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/pending with theCompany during the year.

27. Other 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 equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 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
--Sd-- --Sd--
Mr. Jitendra K. Vakharia Mrs. Varsha J Vakharia
Director Director
(DIN 00047777) (DIN 00052361)
Place : Mumbai
Date : 30th May 2016

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

Sl. No. Particulars Details
a) Name (s) of the related party & nature of relationship N.A.
b) Nature of contracts/arrangements/transaction N.A.
c) Duration of the contracts/arrangements/transaction N.A.
d) Salient terms of the contracts or arrangements or transaction including the value if any N.A.
e) Justification for entering into such contracts or arrangements or transactions' N.A.
f) Date of approval by the Board N.A.
g) Amount paid as advances if any N.A.
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 N.A.

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 & Director Interested
b) Nature of contracts/arrangements/transaction Rent Paid
c) Duration of the contracts/arrangements/transaction 12 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 2015
f) Amount paid if any Rs.180000/-

 

For and on Behalf of the Board of Directors
--Sd-- --Sd--
Mr. Jitendra K. Vakharia Mrs. Varsha J Vakharia
Director Director
(DIN 00047777) (DIN 00052361)
Place : Mumbai
Date : 30th May 2016