To the Members of INOX WIND LIMITED
Your Directors take pleasure in presenting to you their Eighth AnnualReport together with the Audited Financial Statements for the Financial Year ended on 31stMarch 2017.
1. FINANCIAL RESULTS
Following are the working results for the Financial Year 2016-2017:
|Particulars ||Consolidated ||Standalone |
| ||Rs. in Lakh || ||Rs. in Lakh || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
Revenue from Operations
|341500 ||445067 ||286322 ||387976 |
|8410 ||4849 ||12047 ||8308 |
Total Revenue Income (I+II)
|349910 ||449916 ||298369 ||396284 |
|307229 ||384976 ||263576 ||329921 |
Profit before tax (III - IV)
|42680 ||64940 ||34792 ||66363 |
Total Tax expense
|12351 ||18823 ||9161 ||18717 |
Profit/(Loss) for the year (V - VI)
|30329 ||46117 ||25631 ||47646 |
Other comprehensive income
|(53) ||(6) ||(54) ||(4) |
Total other comprehensive income (VII + VIII)
|30276 ||46111 ||25577 ||47642 |
Opening balance in Retained Earnings
|101905 ||55794 ||104134 ||56492 |
Amount available for Appropriations
|132231 ||101911 ||129765 ||104138 |
Amount transferred to Debenture redemption
|1800 ||- ||- ||- |
|reserve || || || || |
Closing balance of Retained Earnings
|130437 ||101905 ||129763 ||104134 |
Detailed analysis of the Financial and Operational Performance of theCompany has been given in the Management
Discussion and Analysis forming part of this Annual Report.
2. CONSLOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as Listing Regulations) and applicable provisions of the Companies
Act 2013 read with the Rules issued thereunder the ConsolidatedFinancial Statements of the Company for the financial year 2016-17 have been prepared inaccordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 ofthe Companies Act 2013 and other recognized accounting practices and policies to theextent applicable and on the basis of audited financial statements of the Company itssubsidiary companies as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the IndependentAuditor's Report form part of this Annual
Report. The Audited Standalone and Consolidated Financial Statementsfor the Financial Year 2016-17 shall be laid before the Annual General Meeting forapproval of the Members of the Company.
With a view to finance the Company's ongoing projects andconsidering future plans no dividend has been recommended by the Board of Directors forthe financial year ended 31 st March 2017.
In accordance with Regulation 43A of the Listing Regulations theCompany has formulated a Dividend Distribution Policy' and details of the samehave been uploaded on the Company's website; www.inoxwind.com.
4. TRANSFER TO RESERVES
During the year under review the Company has not transferred anyamount to General Reserves.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors recommend appointment/ re-appointment of followingDirectors:
Appointment of Shri Siddharth Jain (DIN: 00030202) who retires byrotation and being eligible offers himself for reappointment.
Re-appointment of Shri Devansh Jain (DIN: 01819331) as Whole-timeDirector of the Company for a further period of five years with effect from 1st November2017 and Shri Rajeev Gupta (DIN: 01773304) as Whole-time Director of the
Company for a further period of one year with effect from 1stApril 2017.
During the year under review Shri Venkatanarayanan Sankaranarayanan(DIN: 01184654) was appointed as an Independent Director of the Company with effect from 2ndSeptember 2016 to fill up the casual vacancy caused by the resignation of Dr. S. RamaIyer to hold office till the original term of Dr. S. Rama Iyer i.e. upto 31stMarch 2019.
Necessary Resolutions in respect of Directors seeking appointment /re-appointment and their brief resume pursuant to Clause 36(3) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) are provided in the Notice of the Annual General Meetingforming part of this
During the year under review Shri Jitendra Mohananey was appointed asChief Financial Officer of the Company with effect from 30th May 2016.Further Ms. Shubha Singh Company Secretary of the Company has resigned from the Companywith effect from 2nd July 2016 and Shri Deepak Banga was appointed as CompanySecretary and
Compliance Officerof the Company with effect from 2 nd September 2016.There is no change in the other Key
Managerial Personnel of the Company.
6. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure A.
7. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the IndependentDirectors confirming that independence as prescribed under the provisions of Section 149(6) the Companies Act 2013 read with the Schedules and Rules made thereunder as well asRegulation 16 of Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is givenin the Corporate Governance Report.
9. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with theRules issued thereunder Regulation 17 (10) of the Listing Regulations and the circularissued by SEBI dated 5th January 2017 with respect to Guidance Note on
Board Evaluation the evaluation of the annual performance of theDirectors/Board/Committees was carried out for the Financial Year 2016-17.
The details of the evaluation process are set out in the CorporateGovernance Report which forms a part of this report
10. MEETINGS OF THE BOARD
During the year under review the Board met Six times and details ofBoard Meetings held are given in the Corporate
Governance Report. The intervening gap between the two Meetings waswithin the time limit prescribed under
Section 173 of the Companies Act 2013 and Regulation 17 of the ListingRegulations.
11. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OFSECTION 134 OF THE COMPANIES ACT 2013
To the best of their knowledge and belief and according to theinformation and explanations obtained by your
Directors they make the following statements in terms of Section134(3) (c) of the Companies Act 2013:
i. in the preparation of the Annual Accounts for the financial yearended 31st March 2017 the applicable Accounting Standards and Schedule III of theCompanies Act 2013 have been followed and there are no departures from the same;
ii. the Directors had selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the Directors had prepared the Annual Accounts on a going concernbasis;
v. the Directors had laid down Internal Financial Controls to befollowed by the Company and that such Internal Financial Controls were adequate and wereoperating effectively; and
vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED
Particulars of Loans given Investments made Guarantees given andSecurities provided along with the purpose for which the Loan or Guarantee or Security isproposed to be utilized by the Recipient are provided in the Standalone
Financial Statements of the Company. Please refer to Notes No. 9 38and 52 to the Standalone Financial Statements of the Company.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the year under review with Related Parties are approved by the Audit Committeeand/or Board as per the provisions of Section 188 of the Companies Act 2013 read withthe Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation23 of the Listing Regulations. During the year under review the Company had not enteredinto any contract / arrangement / transaction with Related Parties which could beconsidered material in accordance with the Policy of the Company on materiality of RelatedParty Transactions.
The Policy on materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board may be accessed on theCompany's website at the link: http://www.inoxwind.com/wp-content/uploads/2014/11/Policy-on-Materiality-of-Related-Party-Transactions-IWL.pdf
All transactions entered with Related Parties for the year under reviewwere on arm's length basis. Hence disclosure in Form AOC-2 is not required to beannexed to this Report.
The Company has not accepted any deposits covered under Chapter V ofthe Act.
15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE
A separate statement containing the salient features of financial apart of consolidated financial statements in compliance with of the Companies Act 2013.In accordance with Section 136 of the Companies Act 2013 the financial statements of thesubsidiary companies are available for inspection by the members at the Registered Officeof the Company during business hours on all days except Saturdays Sundays and publicholidays upto the date of the Annual General Meeting (AGM'). Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Corporate Office of the Company. The financial statements including theconsolidated financial statements financial statements of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany www.inoxwind.com. The Company has formulated a policy for determining materialsubsidiaries. The policy may be accessed on the website of the Company.
The Report on the performance and financial position of each of theSubsidiaries of the Company is annexed to this report in Form AOC-1 pursuant to firstproviso to sub-section (3) of Section 129 of the Companies Act 2013 and Rule
5 of Companies (Accounts) Rules 2014 is annexed to this Report as AnnexureB.
16. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal controls commensurate with its sizeand nature of its business. The Board has reviewed internal financial controls of theCompany and the Audit Committee monitors the same in consultation with
Internal Auditor's of the Company.
17. INDEPENDENT AUDITOR'S REPORT
There are no reservations qualifications or adverse remarks in theIndependent Auditor's Report. The notes forming part of the accounts areself-explanatory and do not call for any further clarifications under Section 134 (3) (f)of the
Companies Act 2013.
18. INDEPENDENT AUDITOR'S
The Members at their 6th Annual General Meeting held on 19th September2015 had appointed M/s Patankar &
Associates Chartered Accountants Pune as Independent Auditor'sof the Company from the conclusion of
6th Annual General Meeting until conclusion of 11th AnnualGeneral Meeting.
The Members at their 7th Annual General Meeting held on 22nd September2016 had ratified the appointment of
Independent Auditor's of the Company from the conclusion of 7thAnnual General Meeting until the conclusion of
8th Annual General Meeting. Pursuant to the provisions ofSection 139 of the Companies Act 2013 read with Rule
4 of the Companies (Audit and Auditors) Rules 2014 the Board ofDirectors at their Meeting held on 12th May
2017 recommended to the Members to ratify their appointment asIndependent Auditor's of the Company from the conclusion of the 8th AnnualGeneral Meeting until the conclusion of 9th Annual General Meeting. Accordingly aresolution seeking members' ratification for the appointment of the StatutoryAuditors is included in the Notice convening the Annual General Meeting.
The Independent Auditors M/s. Patankar & Associates CharteredAccountants Pune (Firm Registration No. 107628W) that their appointment if made will bein accordance with Section 139 of the Companies Act 2013 have confirmed and they satisfythe criteria laid down in Section 141 of the Companies Act 2013.
19. COST AUDITOR
In terms of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment
Rules 2014 the cost audit records maintained by the Company arerequired to be audited by a Cost Accountant in practice who shall be appointed by theBoard. In view of the above the Company has re-appointed M/s Jain
Sharma and Associates Cost Auditors (Firm Registration No. 000270 ) toaudit the cost audit records maintained by the Company for Financial Year 2016-17 on aremuneration of Rupees 187000 (Rupees One Lakh and Eighty
Seven Thousand Only). As required under the referred Section of theCompanies Act 2013 and relevant Rules the remuneration payable to the Cost Auditor isrequired to be placed before the Members in a General Meeting for their ratification.Accordingly a resolution seeking Members' ratification for the remuneration payableto M/s Jain Sharma and Associates Cost Auditors was included in the Notice convening theSeventh Annual General Meeting.
Particulars of Cost Audit Report submitted by M/s. Jain Sharma andAssociates Cost Auditors in respect of Financial
Year 2015-16 is as follows.
|Financial Year : ||2015-16 |
|Due Date of Filing Cost Audit Report: ||30th September 2016 |
|Date of Filing Cost Audit Report: ||9th September 2016 |
20. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 the Company has appointed M/s NSP& Associates Company Secretaries to conduct Secretarial Audit of the Company for thefinancial year 2016-17. The Secretarial Audit Report given by M/s NSP & Associates inForm MR-3 which has no qualifications is annexed to this report asAnnexure C.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 (2)(e) and 34 (3) of the Listing Regulationsread with Para B of Schedule V is presented in a separate Section forming part of thisAnnual Report.
22. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 (3) read with Para C of Schedule V of ListingRegulations the Corporate Governance Report of the Company for the year under review andthe Auditor's Certificate regarding compliance of conditions of Corporate Governanceis annexed to this report.
In compliance with the requirements of Regulation 17 (8) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a certificate fromthe Chief Executive Officer and Chief Financial Officer of the Company who areresponsible for the finance function was placed before the Board.
All the Board Members and Senior Management Personnel of the Companyhad affirmed compliance with the Code of Conduct for Board and Senior ManagementPersonnel. A declaration to this effect duly signed by the Chief Executive Officer isenclosed as a part of the Corporate Governance Report.
23. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on the environmentalsocial and governance front forms an integral part of this report. The said report isavailable on the website of the Company www.inoxwind.com.
24. EXTRACT OF ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act 2013 read with Rule 12of the Companies (Management & Administration) Rules 2014 the extract of AnnualReturn as provided in Form MGT -9 is annexed to this report as
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information in respect of conservation of energy technologyabsorption foreign exchange earnings and outgo pursuant to Section 134 of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the mannerprescribed is annexed to this report as Annexure E.
26. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197 (12) of the CompaniesAct 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended a statement showing the name and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rule is annexed to this report.
Disclosure pertaining to remuneration and other details as requiredunder Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are annexed to this report as
In terms of Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Members of the Company excluding information onemployees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining such information he/she may write to the Company Secretary at the CorporateOffice of the Company.
27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Companycomprises of Shri Devansh Jain Non Independent Director Shri Rajeev Gupta NonIndependent Director and Shri Shanti Prashad Jain Independent Director of the Company.The CSR Policy of the Company is disclosed on the website of the Company which can beviewed athttp://www.inoxwind.com/wp-content/uploads/2014/11/CSR-Policy-Inox-Wind-Limited.pdf. Thereport on
CSR activities as per Companies (Corporate Social Responsibility)Rules 2014 is annexed to this Report as Annexure G.
28. SAFETY HEALTH AND ENVIRONMENT
Safety health and environment have been of prime concern to theCompany and necessary efforts were made in this direction in line with the safety healthand environment policy laid down by the Company. The Company has achieved certification ofISO: 14001:2004 (Environment Management System) and certification of OHSAS 18001:2007(Occupational Health and Safety Management System) for its Una and Rohika Units. Health ofemployees is being regularly monitored and environment has been maintained as perstatutory requirements.
The Company's property and assets have been adequately insured.
30. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the riskassessment and minimization procedures to review key elements of risks viz Regulatory andLegal Competition and Financial involved and measures taken to ensure that risk iscontrolled by means of a properly defined framework. In the Board's view there areno material risks which may threaten the existence of the Company. For further detailsplease refer to the Management Discussion and Analysis Report annexed to this report.
31. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Prevention Prohibition and Redressal ofSexual Harassment Policy in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Company has formed an Internal Complaints Committee (ICC) toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints receivedand disposed off during the financial year 2016-17.
|No. of Complaints Received ||Nil |
|No. of Complaints disposed of ||Not Applicable |
32. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this report.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.
Your Directors express their gratitude to all other external agenciesfor the assistance co-operation and guidance received. Your Directors place on recordtheir deep sense of appreciation for the dedicated services rendered by the workforce ofthe Company.
| || |
By Order of the Board of Directors
| ||Devansh Jain ||Rajeev Gupta |
|Place : Noida ||Whole-time Director ||Whole-time Director |
|Date : 9th August 2017 ||DIN: 01819331 ||DIN: 01773304 |