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Sterling Powergensys Ltd.

BSE: 513575 Sector: Engineering
NSE: N.A. ISIN Code: INE067E01013
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OPEN 7.61
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VOLUME 500
52-Week high 8.50
52-Week low 5.09
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.61
CLOSE 7.41
VOLUME 500
52-Week high 8.50
52-Week low 5.09
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sterling Powergensys Ltd. (STERLINGPOWERG) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the 31st Annual Reporttogether with the Audited Statement of Accounts of the Company for the year ended 31stMarch 2016.

FINANCIAL HIGHLIGHTS:

Particulars Year ended 31.03.2016 Year ended 31.03.2015
(Rs. In Lakhs) (Rs. In Lakhs)
Sales & Other Income 840.78 209.99
Profit / (Loss) before tax and appropriations 11.57 -21.53
Add: Exceptional Items - -
Add: Provisions Reversed - -
Profit / (Loss) after tax 11.57 -21.53
Add : Adjustment for depreciation as per Companies Act 2013 - -14.39
Add : Balance brought forward from previous year -678.77 -642.85
Balance carried to Balance Sheet -667.19 -678.77

OPERATIONAL REVIEW & STATE OF COMPANY’S AFFAIRS:

Your Company has entered into Solar Pv Power sector incubated a business propositionfor the last 3 years launched during November 2015 the Shop-on-line plug-in-play stock& sale model and integrated solar pv power generating system catering to B to C and Bto B segments. We are overwhelmed with the response from our customers. Company hasintroduced the concept of product for solar power system against the prevailing practiceof considering it as project irrespective of the size. Company has developed variousstandard solar power system ranging from 250 watt to 30 KW system and scalable in modularconstruction up to 1 MW. Company maintains stock of these system and all the technicaldetails regarding offering are displayed on the company’s website www.splsolar.in.

During the year under review the Company has recorded a total revenue of Rs. 840.78Lakhs including the other income against the total revenue in the previous year of Rs.209.99 Lakhs. Further the Company has posted a profit of Rs.11.57 Lakhs for the year ended31st March 2016 as against a loss of Rs. 21.53 Lakhs during the previous year ended 31stMarch 2015.

RESERVES:

Your Directors do not propose to transfer any amount to the General Reserve Account inlieu of inadequacy of profits.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31stMarch 2016 due to inadequate profits.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2016 was Rs. 50960000divided into 5096000 Equity shares having face value of Rs. 10/- each fully paid up.During the year under review the Company has not issued any shares with differentialvoting rights neither granted any stock options nor sweat equity.

SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES:

The Company is not having any Subsidiary Associate Companies or Joint Ventures.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of the loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act 2013 are not applicable tothe company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit function the Company undertakes corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancialyear and of the profit 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(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.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure‘A’and forms an integral part of this Report.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Yash Dharmendra Sanghvi (DIN NO: 06934650)Director of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements).

KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel of the Company:

Sr. No. Name of the person Designation
1 Mr. S. Venkata Subramanian Whole Time Director
2 Mr. Sanjay DattatrayJadhav CFO
3 Mr. Dinesh Kumar Agarwal Company Secretary

BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Companies Act 2013 and Regulation 17of the SEBI Listing Regulations the Board has carried out an evaluation after taking intoconsideration various aspects of the Board’s functioning composition of the Boardand its Committees culture execution and performance of specific duties remunerationobligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Listing Regulations the company has put inplace a Familiarisation program for Independent Directors’ to familiarize them withtheir role rights & responsibilities as Directors the operations of the Companybusiness overview etc.

The details of Familiarisation program is available on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year2015-16 as under:

During the financial year ended 31st March 2016 Five Board Meetings wereheld on the following dates: (1) 9th May 2015 (2) 12th August 2015(3) 7th November 2015 (4) 5th February 2016 and (5) 30th March2016.

The composition is as under:-

Name of the Directors Category of Directors Number of outside Directorship Attendance No. of Shares held in the Company As at 31.03.2015
Directorship #
Public Private Board meeting Last AGM
Mr. S. Venkata Subramanian Executive Chairman - - 5 Yes 464450
Mr. Bakul Zaverchand Shah* Independent Non Executive - - - No Nil
Mr. Ranjit Charanjit Singh** Executive Managing Director - - 2 Yes Nil
Mr. Mukund Gopal Gharpure*** Independent Non Executive - 4 3 Yes Nil
Mr. Rajesh Ulhas Deshpande Independent Non Executive - 2 4 Yes Nil
Mr. Dinesh Kumar Agarwal Executive Whole-time Director - - 5 Yes 12500
Mr. Yash Dharmendra Sanghvi Non Executive Director -- - 5 Yes Nil
Mrs. Payal Raju Savala Independent Non Executive - - 5 Yes Nil

*Resigned w.e.f 8th May 2015. **Resigned w.e.f 31st October2015. *** Resigned w.e.f 2nd March 2016.

# Excluding Directorships in Foreign Companies and Companies under Section 8 of theCompanies Act 2013

No Director is related to any other Director on the Board in terms of the provisions ofthe Companies Act 2013. Memberships of the Directors in various Committees are within thepermissible limits of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015.

The members of the Board have been provided with the requisite information mentioned inthe SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015well beforethe Board Meetings.

COMMITTEE MEETING:

AUDIT COMMITTEE:

In accordance with the provisions of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Company is having in place an Audit Committeecomprising of Independent Directors and Executive Director. The Audit Committee acts inaccordance with the terms of reference specified from time to time by the Board.

All the members of the Audit Committee are financially literate. Mr. Dinesh KumarAgarwal Company Secretary acts as a secretary to the committee.

During the financial year ended 31 st March 2016 Four Audit CommitteeMeetings were held on the following dates:

(1) 9th May 2015 (2) 12th August 2015 (3) 7thNovember 2015 (4) 5th February 2016.

The name and attendance of Audit Committee members are as under:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mrs. Payal Raju Savla Chairperson Independent Non Executive 4 4
Mr. Rajesh Ulhas Deshpande Member Independent Non Executive 4 3
Mr. Mukund Gopal Gharapure* Member Independent Non Executive 4 3

At the invitation of the Committee Managing Director and other Financial Executives ofthe Company also attended the meetings to respond to queries raised at the Committeemeetings.

* Resigned w.e.f. 2nd March 2016.

NOMINATION & REMUNERATION COMMITTEE:

The Company is having in place the Nomination and Remuneration Committee("NRC") for reviewing and recommending the remuneration payable to the Directorsand senior executives of the Company and assisting the Board with respect to the processof appointment or re-election of Chairman of the Board of Directors and other executiveand non-executive Directors.

The particulars of Members of Nomination & Remuneration Committee and theirattendance at the Meetings are as under:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mr. Rajesh Ulhas Deshpande Chairman Independent Non Executive 1 1
Mrs. Payal Raju Savala Member Independent Non Executive 1 1
Mr. Yash Dharmendra Sanghvi Member Non Executive Director 1 1

The Remuneration Committee Meeting was held on 30th March 2016.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having in place the Stakeholders Relationship Committee("SRC") for the redressal of the grievances of security holders of the Company.

Composition Meetings and Attendance of the committee is as follows:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mr. Mukund Gopal Gharapure* Chairman Independent Non Executive 4 3
Mr. Rajesh Ulhas Deshpande Member Independent Non Executive 4 3
Mr. Dinesh Kumar Agarwal Member Executive Whole-time Director 4 4

During the financial year ended 31 May 2015 (2) 12th August 2015 (3) 7thNovember 2015 and (4) 5th February 2016.

* Resigned w.e.f. 2nd March 2016.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism/Whistle Blower policyhas been posted on the website of the Company www.splsolar.in

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties for the year under review were onarm’s length basis and were in the ordinary course of the business and thusprovisions of Section 188 of the Companies Act 2013 are not attracted. The disclosure inForm AOC-2 is accordingly not required.

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE067E01013.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or to the CentralGovernment.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode has been posted on the Company’s website www.splsolar.in.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

STATUTORY AUDITOR:

M/s. GMJ & Co. Chartered Accountants (Firm Registration No.103429W) wereappointed as the Statutory Auditors of the Company at the AGM third consecutive AGM arerecommended for ratification of appointment for the held on 19thAugust 2014 tohold office Financial Year 2016-17. As required under the provisions of Section 139&142 of the Companies Act 2013 the Company has obtained written confirmation from M/s.GMJ & Co. that their appointment if made would be in conformity with the limitsspecified in the said Section.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. GMJ & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as Annexure ‘B’ and forms an integralpart to this Report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure ‘C’ tothis Report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The company has adopted accounting policies which are in line with the accountingstandards and the Companies Act 2013.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations.The Company’s policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation of naturalresources at the Plant.

PARTICULARS OF EMPLOYEES:

The company does not have any employee whose particulars are required to be furnishedin terms of the provisions of Section 197 read with rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

LISTING:

The Company’s Shares are listed on Bombay Stock Exchange Delhi Stock ExchangeCalcutta Stock Exchange Madras Stock Exchange & Ahmedabad Stock Exchange.

CAUTIONARY STATEMENT:

Statements in this Directors’ Report describing the Company’s objectivesprojections estimates expectations or predictions may be ‘forward lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expected or implied. Important factors thatcould make difference to the Company’s operations include raw material availabilityand its prices cyclical demand and pricing in the Company’s principle marketschanges in Government regulations Tax regimes Economic developments within India and thecountries in which the Company conducts business and other ancillary factors.

APPRECIATION:

The Directors would like to express their sincere appreciation to the company’sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. The Directors also wish to place on record theirappreciation for impressive growth achieved through the competence hard work solidaritycooperation and support of employees at all levels.

Registered Office : For and on Behalf of the Board
A-8/4 MIDC INDUSTRIAL AREA MURBAD DIST: THANE For Sterling Powergensys Limited
MAHARASHTRA - 421401 S. Venkata Subramanian
Chairman
Date: 28th May 2016 (DIN:00107561)