Your Directors are pleased to present this 22nd Annual Report of the Company togetherwith the Audited Accounts for the year ended 31sl March 2017.
FINANCIAL HIGHLIGHTS AND PERFORMANCE
INR In Million
|PARTICULARS ||2016-17 ||2015-16 |
|Total Income ||318.03 ||228.98 |
|Total Expenses ||166.58 ||83.17 |
|EBITDA ||151.45 ||145.81 |
|Interest ||64.47 ||66.73 |
|Depreciation ||109.21 ||75.54 |
|Tax Provision ||(15.16) ||(5.46) |
|Profit After Tax ||16.40 ||7.26 |
During the year under review your Company's total income achieved is INR 318.03 Mn.against INR 228.98 Mn. of the previous year with a top line growth of 38.89%. The salesrevenue growth is due to bettergrid availability throughout the yeardue to effectiveimplementation of the Forecasting & Scheduling program initiated by IWPAand being doneby NIWE coordinating with TANGEDCO.
Total expenses have increased to INR 166.58 Mn. from previous year ofINR.83.17.Mn.mainly due to increase of depreciation by 44%from INR 75.54 Mn. of previousyear to INR 109.21 Mn. in view of increase in depreciation on addition of Wind assets. Theinterest paid for the year under review is INR. 64.47 Mn. compared to INR. 66.73 Mn. ofprevious yeardue to effective servicing of the Loans. However current year tax paid hasreduced to INR 0.075 Mn. against INR 0.36 Mn. in the previous year due to higher deferredtax credit accumulated to INR 15.16 Mn. from INR 5.46 Mn. showing a Net tax credit of INR9.7 Mn. The Company has posted a net profit of INR 16.40 Mn. and therefore your company isnot in a position to recommend Dividend for the year under review. There is no materialchanges and commitments affecting the financial position and there is no change in thenature of the company during the period under review. There are no Subsidiary / JointVenture or Associate companies which ceased to exist during the year under review. Thecompany has not issued any shares with differential voting rights sweat equity shares orEmployee's Stock Options. No provision is made by the company for purchase of its ownshares by employees or trustees for benefit of the Employees for the year under review.With respect to the observation made by the auditors the Company wishes to state that theadvances / receivables mentioned are in the nature of project advances and claims whichare being pursued by the Company for completion and recovery. The management is of theview that in due course the subject projects would be completed and receivables will berecovered.
The company has sold substantial the power generated & evacuated to the grid to itscaptive clients as per the contractual terms in spite of competitive pressure on pricing.
|Revenue (Rs) ||2016-17 ||2015-16 |
|Tamil Nadu ||138281011 ||73424054 |
|Karnataka ||100568362 ||82244013 |
The company's investment in repowering & retrofitting of old WEGs have startedyielding better generation during the year and the units have been sold as per theplan.The company has completed repowering of 13 Nos. WEGs - 4 machines of 250 KW and 9machines of 225 KW capacity in TN during 2016-17.
MACHINE AVAILABILITY & PROCESS IMPROVEMENT
During the current year the machine availability has been improved with around 90%ensuring optimum generation. Automation programme implemented by the company is workingsmoothly providing MIS for operational and executive decision making.
The average PLF for wind in India ranged from 15 to 16% upto 2010 due to smallercapacity machines installed in high wind areas with old technology WEGs. PLFs graduallyincreased due to higher capacity turbines of MW class being installed in India with latesttechnology to an average of around 25 to 26% PLF annually during 2016. The PLF also ishighly state & site specific and depends on evacuation facilities available & theDISCOMs scheduling the wind power for evacuating.
INDOWIND PLF (%)
|YE 31 March ||2015 ||2016 ||2017 |
|Tamilnadu ||8.60 ||6.33 ||12.06 |
|Karnataka ||20.00 ||19.17 ||24.65 |
| || || || |
The Company offers 'Green Power' to its customers which are mainly Corporates andState utilities on a 56:44 ratio to ensure higher revenue realization. Indowind hasachieved better PLF and generation in line with Industry average due to improvedoperational performance.
Pending claims made by the Company as on 31.3.2017 amount to Rs. 70.78 Cr. The listwhich is
inclusive is provided under the financial statements annexed with this report.
1. The management is considering adding upto 10 to 15 MW of Solar project in view ofthe policy push by the GOI & reduction of capex cost for Solar projects but effect ofGST implementation & lower tariff bidding needs to be considered carefully to ensureprofitability.
2. The Company has achieved improvement of the WEGs performance and operationalefficiency thereby ensuring around 90% machine availability.
3. The Company has completed an effective automation programme to reduce manual labourand associated costs thereby ensuring better operational control.
4. The company's efforts with the Indian Wind Power Association relating toimplementation of forecasting mechanism has ensured optimum power evacuation during thewind season and helped avoid loss of generation due to grid back down.
RISKS AND CONCERNS
1. The continued high interest rates and exchange fluctuation is a dampener for lookingat new projects due to viability concerns.
2. Price of CERs has drastically reduced and the existing unsold CERs units will notresult in meaningful revenue due to cost involved in renewal process.
3. Upgradation of transmission network & Green Power corridor work is still underprogress from the Government's side.
4. Delay in obtaining clearances / approvals depends on Govt agencies & projectsize
5. Non- compliance of mandatory regulatory orders to enforce RPO mechanism stillexists.
6. Introduction of Reverse bidding Mechanism by TANGEDCO is expected to put pressure ontariffs and net realization.
7. Implementation of Scheduling and forecasting from the IPPs like ourcompany will putpressure on complying with the orders due to different makes and capacities of WEGs andage factor of WEGs due to requirement of retrofitting with necessary equipment in theWEGs.
8. The recent guidelines from TANGEDCO on slot to slot adjustments to group captiveclients is being complied by us but still clarification on TANGEDCO latest compliancemethodology is required for effective compliance. Stay has been obtained on thisunilateral order but its impact will be known based on the outcome of the judgement.
OPPORTUNITIES AND THREATS
Core Expertise: Wide expertise in the operations of wind farms from Pre Concept to PostCommissioning. Experienced employees with "willing to do" attitude with ProvenTrack record and Technical Expertise
Multiple projects capability: Wind assets are located across some of the best sites ofthe country thereby enabling it to generate higher output. Our wind assets comprise ofwind turbines of varied size and specification which are operated and maintained by ourwell trained technical teams across locations
Regulatory Support: The renewable sector has been primarily driven by supportivegovernment policies be it in the form of tax incentives capital subsidiesfeed-in-tariffs viability gap funding or renewable energy certificates. Must run statusfor Wind Energy has to be implemented in the draft
RE Act for which we are pitching in through various forums to influence the Governmentaction. Growing Population of obsolete technology and ageing WEGs in high wind areas areincreasing the cost per KWH of generation and thus making it unviable to operate afavourable Repowering policy sorting out the gray areas will ensure phasing out of oldmachines to bring in new & upgraded machines on a large scale to meet the Governmentsambitious target of 60 GW wind power by 2020.
Large Untapped Potential: The widening gap between demand and supply at present isexpected to continue in the future given the growing demand of power by industries andrising population coupled with the continued shortage situation. The demand visibilitymakes the business extremely lucrative in the medium as well as long term.
Increasing Competition: Rising popularity and greater familiarity with benefitsassociated with the sector may encourage others into entering the sector thereby resultingin increased competition which will have an impact on company's revenue.
Higher Finance Cost: The industry is faced with higher borrowing cost in absence of anysupport from the Government. Delay in obtaining the requisite approvals leads to costoverruns thereby impacting the financial viability of the project.
Vulnerability to Delays: Given the nature of the business any lag or the delay onaccount of environmental factors can result in cost escalation thereby affecting theviability of the project.
Repowering of 15 years and above WEGs with latest technology provides an opportunity toimprove generation as well as help in complying with latest guidelines of forecasting andscheduling slot to slot adjustments harmonics and LVRT implementations mandated by ERCs.
Increase in cost per MW price of WEGs with higher capacities and latest technologysuitable for low wind regime combined with reduction in tariffs being competitive throughReverse bidding exerts downward pressure on net realization from wind power sale.
UDAY SCHEME AND GREEN CORRIDOR UPDATE
Tamil Nadu Govt has accepted and joined UDAY (Ujwal Discom Assurance Yojana) Schemeintroduced by the Central Govt to reform and improve financial position of TANGEDCO whichis a welcome measure which also envisages strengthening the transmission networks andincrease in sub-station capacities.
The Green Corridor project nearing completion linking the Renewable Energy productionstations with various industrial distribution points also provides better opportunity toevacuate renewable power on a larger scale.
CORPORATE SOCIAL RESPONSIBILITY (CSR activity)
The group has provided contributions to support local festivals and cultural activitiesin the site areas to encourage local population participation and encourage the localcultural heritage.
ECONOMIC SCENARIO AND OUTLOOK:
Indian Economy Overview
The Economic Survey for 2016-17 had projected India's GDP growth rate to reduce by0.25-0.5 per cent in 2016-17 owing to cash squeeze in the economy followingdemonetisation. The Reserve Bank of India (RBI) in its Sixth Bi-monthly Monetary PolicyStatement on February 8 had revised downwards GVAgrowth forecast for 2016-17 to 6.9 percent from its December estimate of 7.1 per cent.
National Council of Applied Economic Research cut its growth forecast to 6.9 per centfrom its earlier estimate of 7.6 percent.
Overall in gross value added (GVA) terms growth declined to a six-quarter low of 6.6per cent during the third quarter of this fiscal from 6.7 percent during the precedingquarter and 7.0 percent during the corresponding quarter last year. For 2016-17 GVAgrowthis seen at 6.7 percent down from 7.7 per cent last year. India's GDP had grown at 7.9 percent in 2015-16.
While the Central Statistics Office (CSO) estimated nominal GDP growth at 11.9% for2016-17 the finance ministry has assumed 11 % growth during the year over which it hasprojected a growth rate of11.75% for 2017-18.
The survey said "demonetisation" would bring long-term benefits to theeconomy. It also said structural reforms and proposed Goods and Service Tax could boostgrowth rate to 8-10%.Also growth in the industrial sector was estimated to moderate to5.2% in 2016-17 from 7.4% the previous financial year it said.
The Economic Survey 2016-17 forecasts a growth rate of 6.75 to 7.5 percent for FY18as compared to the expected growth rate of 6.5 percent in FY17. Over the medium run theimplementation of the Goods and Services Tax (GST) follow-up to demonetisation andenacting other structural reforms should take the economy towards its potential realGDPgrowth of 8 percent.
RE potential and growth in India
The renewable energy sector in India registered impressive growth in the financial year2016-17 which ended March 31 st 2017.
Ministry of New and Renewable Energy (MNRE) has set another record in the wind powercapacity addition by adding over 5400 MW in 2016-17 against the target of 4000 MW. Thisyear's achievement surpassed the previous higher capacity addition of 3423 MW achieved inthe previous year.
The leading States in the wind power capacity addition during 2016-17 are AndhraPradesh 2190 MW followed by Gujarat 1275 MW and Karnataka 882 MW. In addition MadhyaPradesh Rajasthan Tamil Nadu Maharashtra Telangana and Kerala have reported 357 MW288 MW 262 MW 118 MW 23 MW and 8 MW wind power capacity addition respectively during2016-17.
In India which is the biggest greenhouse gas emitter after the US and China renewableenergy currently accounts for about 16% of the total installed capacity of 315426 MW.
NUMBER OF MEETINGS OF THE BOARD
Indowind Energy Limited held 5 Board Meetings during the year ended 31stMarch 2017. These were on 24"' May 201626"' May 2016 (Adjourned Meeting)SO"1 July 201631st October 2016 and 8h February2017.
Ms. Alice Chhikara is retiring in the forth coming 22nd AGM of the companyand being eligible offers herself for re-appointment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6) OF CA 2013
The Company has obtained declaration from the Independent Directors that they meet thecriteria of Independence as provided in section 149 (6) of the Companies Act 2013
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors hereby state that;
1. In the presentation of the Annual accounts applicable standards have been followedand there are no material departures.
2. The Directors have selected such accounting policies and apply them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and profitfor the Company forthe year ended 31st March 2017.
3. The Directors have taken proper and sufficient care in the maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors in the case of listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively and
6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. This policy is accordingly derived from the said charter.
1. Criteria of Selection of Non-Executive Directors
a. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation law governance and general management.
b. In case of appointment of Independent Directors the N&R Committee shall satisfyitself with regard to the independent nature of the Directors vis-a-vis the Company so asto enable the Board to discharge its function and duties effectively.
c. The N&R Committee shall ensure that the candidate identified for appointment asa Director is not disqualified for appointment under Section 164 of the Companies Act2013.
d. The N&R Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director.
i. Qualification expertise and experience of the Directors in their respective fields.
ii. Personal Professional or business standing:
iii. Diversity of the Board.
e. In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and their engagement level.
The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings.
i. A Non-Executive Director shall be entitled to receive sitting fees for each meetingof the Board or Committee of the Board attended by him of such sum as may be approved bythe Board of Directors within the overall limits prescribed under the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel Rules 2014).
ii. The Independent Directors of the Company shall not be entitled to participate inthe Stock Option Scheme of the Company if any introduced by the Company.
3. CEO Managing Director/Whole Time Director-Criteria for selection/appointment
For the purpose of selection of the CEO Managing Director / Whole Time Director theN&R Committee shall identify persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position and shall take intoconsideration recommendation if any received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.
4. Remuneration forthe CEO Managing Director/Whole Time Director
i. At the time of appointment or re-appointment the CEO Managing Director / WholeTime Director shall be paid such remuneration as may be mutually agreed between theCompany (which includes the N&R Committee and the Board of Directors) and the CEOManaging Director / Whole Time Director within the overall limits prescribed under theCompanies Act 2013.
ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.
iii. The remuneration of the CEO Managing Director/Whole Time Director componentcomprises salary allowances perquisites amenities and retiral benefits.
5. Remuneration Policy for the Senior Management Employees
In determining the remuneration of the Senior Management Employees (i.e. KMPs andExecutive Committee Members) the N&R Committee shall ensure /consider the following:
i. The relationship of remuneration and performance benchmark is clear;
II. The remuneration component comprising salaries perquisites and retirementbenefits;
iii. The remuneration including annual increment is decided based on the criticality ofthe roles and responsibilities the Company's performance vis-a-vis the annual budgetachievement.
iv. N&R Committee will carry out the individual performance review based on thestandard appraisal matrix and shall take into account the appraisal score card and otherfactors whilst recommending the annual increment.
The remuneration is provided to all as per this Remuneration Policy which is adopted bythe Company.
A qualified and independent Audit Committee of the Board of the company is functioning.It monitors and supervises the Management's financial reporting process with a view toensure accurate and proper disclosure transparency and quality of financial reporting.The committee reviews the financial and risk management policies and also the adequacy ofinternal control systems and holds discussions with Statutory Auditors and InternalAuditors. This is enhancing the credibility of the financial disclosures of the companyand also provides transparency.
The company continued to derive immense benefit from the deliberation of the AuditCommittee comprising of three Directors Mr. Niranjan R. Jagtap Dr. K.R. Shyamsundar andMr. K.S. Ravindranath who are highly experienced and having knowledge in project financeaccounts and company law. Mr. Niranjan R. Jagtap Chairman of the Audit Committee. TheCompany Secretary acts as the Secretary of the Audit Committee. The details regarding thenumber of Audit Committee meeting convened during the year under review and the attendancedetails of the members are mentioned in the Corporate Governance Report. There is noincident where the Board had not accepted any recommendation of the Audit Committee duringthe year under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered underthis policy.
The following is summary of sexual harassment complaints received and disposed ofduring the year 2016-17
No. of complaints received during the year: Nil No. of complaints disposed of duringthe year: Nil PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct as per the Guidelines issued by theSecurities and Exchange Board of India for prevention of insider trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.
The Board of Directors and the designated employees have confirmed compliance with theCode.
THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION OF THECOMPANY FOR THE FINANCIAL YEAR 2016-17 ARE GIVEN BELOW:
|Name of the Directors ||Ratio to Median Employee's Remuneration |
|Mr. Bala V. Kutti ||0.45 |
|Mr. Niranjan R. Jagtap ||0.75 |
|Dr. K.R. Shyamsundar ||0.75 |
|Mr. K. S. Ravindranath ||10.97 |
|Ms. Alice Chhikara ||0.13 |
THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS KMP AND MEDIAN EMPLOYEE FOR THEFINANCIAL YEAR 2016-17
There is no increase in remuneration to the Directors KMP and median employee duringthe financial year 2016-17.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
There is no appointment or resignation of Directors and Key Managerial Personnel of theCompany during the under review.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:
The Loans are provided to M/s. Everon Power Ltd M/s. Loyal Credit and Investment Ltdand M/s. Indus Finance Ltd. Their outstanding as on 31.3.2017 is Rs. 101892690/-Rs.67516286/- and Rs. 292685/- respectively. No Guarantee is outstanding as on31.3.2017 nor provided by the Company during the year under review. With respect toNon-Current investments details are provided under note No. 10 of notes on accounts..
BUSINESS RISK MANAGEMENT:
The Company has developed a Risk Management Policy by identifying the elements of riskwhich are mentioned below. The risk management approach at various levels includingdocumentation and reporting seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the company's competitive advantage.
It is a high capital intensive in nature and therefore could be exposed to time andcost overruns. To mitigate these risks the project management team and the projectaccounting and governance frame work has been further strengthened.
The industry is becoming intensely competitive with the foray of new entrants .Tomitigate this risk the Company is leveraging on its expertise experience and its createdcapacities to increase market share enhance brand visibility. It would also leverage itsinfrastructure and commercial team to offer value to its customers.
Occupational Health and Safety Risks:
Safety of the employees and workers is of utmost importance to the company. Toreinforce the safety culture in the company it has identified Occupational Health &Safety as one of its focus areas. Various training programs have been conducted andOH&S Competencies are integrated in to job descriptions of all Top Management andSafety Professionals.
Pursuant to the provisions of the companies Act 2013 and Schedule V of SEBI (ListingObligation and Disclosures Requirements) Regulations 2015 the Board has carried out anannual
performance evaluation of its own performance the directors individually as well as theevaluation of the of its Audit nomination and remuneration and compliance committees. Themanner in which the valuation has been carried out has been explained in the CorporateGovernance report.
During the year under review the company has not accepted any deposits from the publicwith in the ambit of section 73 of the companies Act 2013 and The companies (Acceptanceof Deposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE HON'BLE HIGH COURT OF MADRAS
To our Application filed before the Hon'ble High Court of Madras in the matter againstSuzlon Infrastructure Services Ltd (Now merged with holding Company M/.s Suzlon EnergyLtd) for appointment of Arbitrator in respect of the claim against them for loss ofguaranteed generation the Hon'ble High Court of Madras on 27*' February 2015 has orderedappointment of Hon'ble K. Chandru Judge (Retd.) High Court of Madras as the SoleArbitrator to enter upon the reference and after issuing notice to the parties and uponhearing them pass an award as expeditiously as possible Pursuant to this Arbitrationproceedings were completed and award is expected at any time from the Arbitrator.
WHISTLE BLOWER POLICY
The Company has a whistle blower policy to deal with instance of fraud andmismanagement if any. The detail of the policy is explained in the Corporate GovernanceReport and posted on the website of the company.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY-Indowind Power Pvt. Ltd (IPPL)
I PPL has substantially contributed to the turnover of your company for the year underreview. The Authorized Capital of the Company is Rs. 15000000/- comprising of 1500000equity shares of Rs. 10/-each. The issued and Paid up capital of the company comprises of1336960 equity shares of Rs. 10/- each amounting to INR.13369600/- in which Indo windenergy Ltd holds 682560 equity shares ofRs. 10/- each amounting to 51.05% of the totalpaid up capital.
FINANCIAL HIGHLIGHTS AND PERFORMANCE
INR. In Million
|PARTICULARS ||2016-17 ||2015-16 |
|Total Income ||20.77 ||12.80 |
|Total Expenses ||20.66 ||12.74 |
|Profit before Tax ||1.10 ||0.06 |
|Tax ||0.03 ||0.02 |
|Profit After Tax ||0.76 ||0.04 |
INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
As of 31 t March 2017 Your Company has 68 employees on its rolls at differentlocations including Senior Management Personnel Engineers Technicians and Trainees. Theemployees will be inducted in to permanent services of the Company after training to fillup vacancies as when arises. Your company has not issued any shares under Employees' Stockoption Scheme during the year under review.
VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY PRICE EARNINGS RATIO AS AT THECLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR:
|Particulars ||March 312017 ||March 312016 ||% Change |
|Market Capitalization (Rs.) ||373324582/- ||336530573/- ||10.93 |
|Price earnings ratio ||59.43 ||46.88 ||26.77 |
PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISONTO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER
Price of public offer Rs. 65/- Market price as on 31.03.2017 Rs. 4.16 difference (Rs.-60.84) (-93.60%)
THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BYTHE DIRECTORS
THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHOARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURINGTHE YEAR
LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNTMENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THECOMPANY
The Company affirms remuneration is as perthe remuneration policy of the Company.
Your Company has complied with the requirements regarding Corporate Governance asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015entered in to with the Stock exchanges where the Company's shares are listed. A Report onthe Corporate Governance in this regard is made as a part of this Annual Report and acertificate from the Auditors of Your Company regarding compliance of the conditions ofthe Corporate Governance is attached to this report.
LISTING OF EQUITY SHARES
Your Company's equity shares are continued to be listed on the Bombay Stock ExchangeLtd Mumbai and National Stock Exchange of India Ltd. Mumbai FCCBs are listed atSingapore Exchange Securities Trading Ltd. (SGXST) GDRs are listed at Luxembourg StockExchange at Luxembourg during the year under review.
M/s. SanjivShah & Associates Chartered Accountants Chennai have given theirconsent for their appointment as Auditor for the FY 2017-18 Since M/s. V. Ramaratnam& Co are retiring in the forthcoming 22nd AGM as they have completed thestatutory limitation period of 10 years as auditors of the company.
EXTRACT OF ANNUAL RETURN
As provided in Sec 92 (3) of the Act the extract of annual return is given in Annexure(1) of this report in the format Form MGT-9 which forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
Detailed information is provided with respect to the list of Related Parties under noteNo. 26.7 (a) of the notes on accounts and with respect to transactions with relatedparties are given under note No. 26.7 (b) of the notes on accounts and details ofContracts or arrangements transactions at Arm's length basis are mentioned in the formatof Form AOC-2 in Annexure (3) of this report.
Mr. R. Kannan PCS is the secretarial auditor of the company for the year under reviewand his report is attached in Form MR-3 which forms part of this report in Annexure (4).With respect to the observation of Secretarial Auditor in his report we wish to state thatthe company is taking all initiatives and will shortly comply with this requirement.
ADEQUACY OF INTERNAL CONTROL
Your Company has effective and adequate internal control systems in combination withdelegation of powers. The control system is also supported by internal audits andmanagement reviews with documented policies and procedures.
M/s. S. Vasudevan & Associates are the Internal Auditors to continuously monitorand strengthen the financial control procedures in line with the growth operations of theCompany. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013 AND ITSCOMPANIES (ACCOUNTS) RULES 2014
The particulars required to be given in terms of section 134 of the Companies Act 2013and its Companies (Accounts) Rules 2014 regarding conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Foreign Exchange outgo are not applicable toYour Company.
The Directors wish to place on record their sincere thanks and gratitude to all itsShareholders Bankers Bond holders State Governments Central Government and itsagencies statutory bodies suppliers and customers for their continued co-operation andexcellent support extended to the Company from time to time.
Your Directors place on record their utmost appreciation for the sincere and devotedservices rendered by the employees at all levels.
| ||For and on behalf of |
| ||BOARD OF DIRECTORS OF INDOWIND ENERGY LIMITED |
|Place: Chennai - 600 034 ||Bala V. Kutti |
|Date: 23rd May 2017. ||Chairman |