Kintech Renewables Ltd.
|BSE: 512329||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE385F01016|
|BSE LIVE 12:42 | 20 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Kintech Renewables Ltd. (KINTECHRENEW) - Director Report
Company director report
JARIGOLD TEXTILES LIMITED AHMEDABAD
Your Directors present the Thirtieth Annual Report together with the Audited Statementsof Account of the Company for the financial year ended 31st March 2015.
FINANCIAL RESULTS : (Rs. in Lacs)
The Company has registered total income of Rs. 4.55 Lacs during the year under reviewagainst Rs. 2.78 Lacs during the previous year. After meeting the expenses the Companyhas incurred loss of Rs. 2.91 Lacs during the year under review against the loss of Rs.1.09 Lacs in the previous year.
CHANGE IN MANAGEMENT :
Mr. Jigar Shah and Mr. Ambalal Patel have acquired 986620 equity shares from theformer promoters vide open offer opened on March 31 2015 and closed on April 17 2015.Consequently Mr. Jigar Shah and Mr. Ambalal Patel have been appointed as Directors of theCompany and they have taken over the management of the Company w.e.f. 5th May 2015. Theyare promoters of the companies which are engaged in the business of operation andmaintenance of Independent Power Projects (IPPs) generation of renewable energy. Theobject relating to setting up Independent Power Project (IPPs) and generation ofbio-energy renewable energy viz. solar energy wind energy etc. has been inserted in themain object of Memorandum of Association by passing Special Resolution through PostalBallot on 2nd July 2015. The Company has obtained the name availability letter dated 15thJuly 2015 for changing the name of the Company from "Jarigold Textiles Limited"to "Kintech Renewables Limited". The Company is now seeking an approval frommembers for changing the name at the thirtieth Annual General Meeting (AGM). TheRegistered office of the Company has been shifted from Surat to Ahmedabad by passingSpecial Resolution through Postal Ballot on 2nd July 2015.
Your directors regret their inability to recommend any dividend on the equity shares inview of the losses suffered by your company during the year under review.
FIXED DEPOSITS :
Your Company has not accepted or invited any Deposits and consequently no Deposits havematured/become due for re-payment as on 31st March 2015.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND :
During the year under review the Company was not required to transfer any amount tothe Investor Education and Protection Fund (IEPF) established by the Central Governmentpursuant to the provision of Section 125(e) of the Companies Act 2013 as there is noamount unclaimed for a period of 7 years from the date it became due for repayment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. Jigar Shah has been appointed as Additional Director with effect from 5th May 2015and he holds office upto the date of ensuing Annual General Meeting of the Company. Mr.Jigar Shah being eligible offers himself for appointment as Director at the AGM.
Mr. Ambalal Patel has been appointed as Additional Director with effect from 5th May2015 and he holds office upto the date of ensuing Annual General Meeting of the Company.Mr. Ambalal Patel being eligible offers himself for appointment as Director at the AGM.
The Board of Directors appointed Mr. Manoj Jain and Ms. Rashmi Aahuja as AdditionalDirectors of the Company w.e.f. 16th May 2015 being treated as IndependentDirectors of the Company and who being eligible for appointment as Independent Directorsin the forthcoming Annual General Meeting upon consent of the members.
Both the Independent Directors have given their declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
None of the Directors of the Company is disqualified from being appointed as a Directoras specified under Section 164 of the Companies Act 2013.
Mrs. Deepika Shah Whole Time Director and Mr. Suhail Shah Director of the Companyresigned w.e.f. 5th May 2015 in view of their commitments abroad.
Mr. Harishchandra Bharucha and Mr. Harjibhai Dhaduk Independent Directors of theCompany resigned on 18th May 2015 and 5th May 2015 respectively.
The Board has appointed Mr. Daxesh Kapadia Chief Financial Officer with effect from 16thMay 2015 and Mr. Parth Shah Company Secretary & Compliance Officer with effect from22nd June 2015 designated Whole-time Key Managerial Personnel (KMP) of theCompany.
Mr. Hareshchandra Bhavsar resigned on 5th May 2015 as Chief Financial Officer (CFO)designated as Key Managerial Personnel of the Company.
For your perusal a brief resume and other relevant details of Mr. Jigar Shah Mr.Ambalal Patel Mr. Manoj Jain and Ms. Rashmi Aahuja are available on the website of theCompany i.e. www.jarigold.com
NUMBER OF MEETINGS OF THE BOARD :
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. The Directors are also beingprovided with an option to participate in meeting through video conferencing or otheraudio visual technologies keeping in view the applicable provisions of the Companies Act2013 and Listing Agreement. During the year under the review the Board met eleven times.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 :
There were no loans given guarantees given or investments made by the company underSection 186 of the Companies Act 2013 during the year and hence the said provision is notapplicable.
CORPORATE SOCIAL RESPONSIBILITY :
The Company is not falling under purview of applicable provisions of Section 135 of theCompanies Act 2013 and hence the said provisions of Corporate Social Responsibility isnot applicable.
AUDIT COMMITTEE :
During the year under review the Board has re-constituted the Audit Committee inaccordance with the applicable provisions of the Companies Act 2013 and Equity ListingAgreement. The composition and terms of reference of the Audit Committee is as under:
* Resigned from the Company w.e.f 18th May 2015 and accordingly ceased to be member ofthe Committee.
# Resigned from the Company w.e.f. 5th May 2015 and accordingly ceased to be member ofthe Committee.
There has been no instance where the Board has not accepted the recommendations of theAudit Committee.
Terms of reference of Audit Committee :
Review of Company's financial reporting process and disclosure of its financialinformation
Discuss and review with the management and auditors the annual/ quarterlyfinancial statements before submission to the Board with particular reference to:
Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of sub-section (2) of section 164 of the CompaniesAct 2013.
Disclosure under 'Management Discussion and Analysis of Financial Condition andResults of Operations.'
Any changes in accounting policies and practices and reasons for the same.
Major accounting entities involving estimates based on exercise of judgement bymanagement.
Compliance with listing and other legal requirements relating to financialstatements.
Disclosure of any related party transaction.
Disclosure of contingent liabilities.
Scrutinise inter corporate loans and investments.
To approve the appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience and background etc. of the candidate.
Hold timely discussions with external auditors.
Recommend the Board the appointment re-appointment removal of the externalauditors fixation of audit fee and also approval for payment for any other servicesrendered by the external auditors
Evaluate auditor's performance qualification and independence
Review on a regular basis the adequacy of internal audit function
Review the appointment removal performance and terms of remuneration of theChief internal Auditor
Review the regular internal reports to management prepared by the internal auditdepartment as well as management's response thereto
Review the findings of any internal investigation by the internal auditors intothe matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the Board
Discuss with internal auditors any significant findings and follow-up thereon
Review internal audit reports relating to the internal control weaknesses
Recommend to the Board the appointment re-appointment removal of the costauditors fixation of the audit fee nature and scope of cost audit and also approverendering of any other services by the cost auditors and fees pertaining thereto
Review and recommended the Cost Audit Report to the Board
review the Company's arrangements for its directors and employees to raiseconcerns in confidence about possible wrongdoing in financial reporting accountingauditing or other related matters
Evaluate Risk Management System
Discuss with the management the Company's policies with respect to riskassessment and risk management including appropriate guidelines to govern the process aswell as the Company's major financial risk
Review the statement of significant related party transactions submitted by themanagement including the 'significant criteria / thresholds decided by the management'
Periodically verification of related party transactions
VIGIL MECHANISM/WHISTLE BLOWER POLICY :
The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy.
The Whistle Blower Policy will be applicable to all the stakeholder of the Companywhich is an extension of the Code of Business Conduct through which the Company seeks toprovide a mechanism for the Stakeholders to disclose their concerns and grievances onUnethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in the
Company for appropriate action. The Company shall oversee the vigil mechanism onlythrough the Audit Committee. If any of the members of the Audit Committee have a conflictof interest in a given case they should resuse themselves and the others in the Committeewould deal with the matter on hand.
The Policy provides necessary safeguards to all Whistle Blowers for making ProtectedDisclosures in Good Faith and any Stakeholder assisting the investigation. It alsoprovides the detailed scope and role of Whistle Blower and the manner in which concern canbe raised. Further the Policy contains provisions relating to investigation of theprotected disclosures protection to the whistle blower decision by CFO CEO or AuditCommittee and reporting & monitoring by the Company.
The policy has been placed on the website of the company
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDEDUNDER SUB-SECTION (3) OF SECTION 178 AND PERFORMANCE EVALUATION :
In view of the lower business operations and loss during the year under review none ofthe directors have been paid any remuneration during the year under review. Howeverduring the year the company has appointed Key Managerial Personnel in compliance of thesection 203 of the Companies Act 2013 and they are being remunerated in accordance withtheir terms of appointment.
Considering the above facts during the year under review the Company has notformulated Remuneration Policy Criteria for determining/appointing directors and seniormanagement Evaluation Criteria. However the Company shall formulate suitable remunerationpolicy and such criteria in due course.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :
During the year under Report the Board of Directors has adopted the FamiliarizationProgramme for Independent Directors of the Company and posted the same on the website ofthe Company viz. www.jarigold.com. The Programmeaims to provide insights into the Company to enable the Independent Directors tounderstand and significantly contribute to its business.
AUDITORS' REPORT :
Notes on accounts are self-explanatory and do not require any further explanations onthe Auditors' qualifications. STATUTORY AUDITORS :
M/s. Bipinchandra J. Modi & Co. Chartered Accountants reappointed as StatutoryAuditors of the Company at the Annual General Meeting held on 3rd July 2014 to holdoffice from the conclusion of that Annual General Meeting to the conclusion of next AnnualGeneral Meeting. But due to other pre-occupation they have resigned as Statutory Auditorsof the Company w.e.f. 6th May 2015.
In place of them M/s. DJNV & Co. Chartered Accountant having their ICAI FirmRegistration Number (FRN) 115145W were appointed through Postal Ballot result of whichwas declared on 2nd July 2015 to fill the casual vacancy to hold the office till theconclusion of the ensuing AGM.
They have furnished a certificate regarding their eligibility for re-appointment asStatutory Auditors of the Company pursuant to Section 139(1) of the Companies Act 2013read with applicable rules. The Board of Directors recommends their re-appointment for oneyear until the conclusion of next AGM.
SECRETARIAL AUDIT REPORT :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Jigar K. Vyas Company Secretaries in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureA".
DIRECTORS' RESPONSIBILITY STATEMENT :
In terms of section 134(3)(c) of the Companies Act 2013 in relation to the financialstatements for the year 2014-15 the Board of Directors state that
a) in preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company for the financial year ended on 31stMarch 2015 and of the 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 and 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 :
Mr. Manoj Jain and Ms. Rashmi Aahuja Independent Directors of the Company have giventheir declarations to the Board that they meet the criteria of Independence as providedunder the applicable provisions of the Companies Act 2013 and Listing Agreement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
During the year under review the Company has not entered in any contract orarrangements with the related parties. However the particulars of contracts orarrangements entered by the Company with related parties which are subsisting during theyear under Report are provided under "Annexure C" in Form AOC-2. The Company hasframed a 'Policy on Related Party Transactions' for determining related partiesdetermining the transactions on arm's length basis and procedures to be followed forobtaining various approvals etc. The policy is available on the website of the company
INTERNAL FINANCIAL CONTROLS :
The Company has its internal financial control systems commensurate with operations ofthe company. The management regularly monitors and controls to address safeguarding of itsassets prevention and detection of frauds and errors controls to monitor accuracy andcompleteness of the accounting records including timely preparation of reliable financialinformation.
RISK MANAGEMENT POLICY :
The Company has framed the 'Risk Management Policy'. The policy is available on thewebsite of the company www.jarigold.com
PARTICULARS OF EMPLOYEES :
The Details as required under Section 197(12) of the Companies Act 2013 and Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are moreparticularly described in "Annexure B" to this Report.
EXTRACT OF ANNUAL RETURN :
The extract of the Annual Return in Form MGT 9 is provided in "Annexure D" tothis Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO :
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 read withRule 8 of Companies (Accounts) Rules 2014:
(a) The Company is engaged in the business of trading of textiles products and hencethe Company does not require to furnish any details with respect to conservation of energyor technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) The Company does not have any Foreign Exchange outgo.
Your Directors are grateful to various government authorities and bankers for theircontinued guidance and support to the Company. The Board would also like to express greatappreciation for the understanding and support extended by the employees and Shareholdersof the company.