The Members of EPIC ENERGY LIMITED
Your Directors are pleased to present the 26th Annual Report and theCompany's Audited Financial Statements for the year ended on March 31 2017.
The Company's financial performance for the year ended March 31 2017 is summarisedbelow:
|Particulars ||2016-17 ||2015-16 |
| ||(Rs.) ||(Rs.) |
| || || |
|Total Revenue ||195310000 ||192357000 |
|Operating Profit before Depreciation & Tax ||5261606 ||13477536 |
|Less: Depreciation ||11681254 ||11995389 |
|Profit before exceptional and extraordinary items and tax ||(6419787) ||1482147 |
|Exceptional Items ||(22958647) ||(29619000) |
|Profit before tax ||(29378434) ||(28136853) |
|Less: Provision for tax ||- ||138000 |
|Net Profit after tax ||(29378434) ||(28274853) |
|Balance of profit and loss account brought Forward ||4034040 ||92308893 |
|Less:-Transfer to General Reserve ||- ||60000000 |
|Balance carried to Balance sheet ||(25344394) ||4034040 |
|Earnings per share (basic/diluted) || ||(4.21) |
|Earnings per share (Weighted Avg/diluted ||(4.31) || |
Your Company posted a turnover of Rs. 195310000 in the financial year ended on 31March 2017 as compared to Rs. 192357000 in the previous year.
Your Company's Loss before exceptional and extraordinary items and tax for the yearended 31 March 2017 was recorded at Rs. (6419787) as compared to a Profit of Rs.1482147 in the previous year.
Earnings per share
Weighted Avg. EPS was at (4.31) for the year ended 31st March 2017 asagainst Basic EPS (4.21) for the year ended 31 March 2016.
T ransfer to Reserves
There is no proposed amount to be transferred to the General Reserve.
The Company's net worth as on 31 March 2017 was at Rs. 82904697 as compared to Rs.164783130 as on 31st March 2016.
The Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2017.
REVIEW OF OPERATIONS
During the current year your company continued to play a significant role in theEnergy Efficiency Market in the organized sector. We made a beginning in the LEDretrofitting market by executing one project in one Nagar Palika in Gujarat for 6200luminaries. We hope to implement similar projects in the coming years.
Energy Efficiency technologies have undergone a sea change over the last three to fiveyears. With advanced Lighting Technology and more efficient home and office applianceswith in-built energy efficiency technologies being launched in the market the type ofexternal energy efficiency products required to enhance energy efficiency has changedsubstantially. During the year under review the company embarked on a detailed exerciseof reviewing its existing technologies and refurbishing the same. During the course ofthis exercise the Company also identified technology assets that were built over a periodof time that were no longer relevant and suffered from technological obsolescence. Theseassets have been appropriately written down in the books of account to correctly reflectthe value of the assets to the business of the Company.
Your company wishes to acknowledge the Bureau of Energy Efficiency's continued effortsto promote energy efficiency in every walk of life which has led to ESCOs gatheringsufficient traction in the Indian Energy Market.
Further recognition of your company's successful Energy Savings efforts has come by wayof your Company being re-rated as Grade 3 (indicating "Good" ability to executeESCO projects) by CRISIL under a rating program jointly undertaken by BEE-CRISIL. Detailsare available on your company's website as well as on the website of the Bureau of EnergyEfficiency Ministry of Power Government of India www.bee-india.nic.in.
LISTING OF SECURITIES
The Company's Equity Shares are listed on the Bombay Stock Exchange Limited (BSE).
The Company has already paid the listing fees to Bombay Stock Exchanges for theFinancial Year 2016-17.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consisted of four members as on 31 March 2017 two of whom are IndependentNon Executive Directors. Regular meetings of the Board are held at least once in aquarter inter-alia to review the quarterly results of the Company. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother Businesses.
During the year under review Board of Directors of the Company met Six times viz 13thAug 201610th Oct 2016 14th Nov 2016 19th Jan 201714th Feb2017& 30th May 2017.
Committee of Board
Your Company has several Committees which have been established as part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board:
Nomination and Remuneration Committee
Stakeholders' Grievances and Relationship Committee
A detailed note on the committees with respect to composition meeting powers andterms of reference is provided under the corporate governance report section in thisAnnual Report.
Appointment Re-appointment and Resignation of Directors
Mrs. Veena Morsawala retires by rotation at the forthcoming AGM. Being eligible Mrs.Morsawala has offered himself for re-appointment. Your Directors commend her appointment.
Details of Key Managerial Personnel
Mr. Nikhil Morsawala Chairman and Mr. Atul Mishra Compliance Officer are the KeyManagerial Personnel as per the provisions of the Companies Act 2013 and were already inoffice before the commencement of the Companies Act 2013. None of the Key ManagerialPersonnel has resigned or appointed during the year under review.
Nomination and Remuneration Policy
The Company has in order to attract motivated and retained manpower in competitivemarket and to harmonies the aspirations of human resources consistent with the goals ofthe Company and in terms of the provisions of the Companies Act 2013 and the listingagreement as amended from time to time devised a policy on the nomination andremuneration of Directors key managerial personnel and senior management.
Key points of the policy are:
A. Policy on appointment of Directors key managerial personnel and senior managementpersonnel
The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and seniormanagement personnel and recommend to the Board for his/her appointment.
A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment.
In case of appointment of Independent Director the Committee shall satisfyitself with regard to the inde-pendent nature of the Director vis-f-vis the Company so asto enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel. The Company's remuneration policy is driven by the success and performance ofthe Director KMP and Senior Management Personnel vis-f-vis the Company. The Company'sphilosophy is to align them and provide adequate compensation with the Objective of theCompany so that the compensation is used as a strategic tool that helps us attract retainand motivate highly talented individuals who are committed to the core value of theCompany. The Company follows a combination of fixed pay benefits and performance-basedvariable pay. The Company pays remuneration by way of salary benefits perquisites andallowance. The remuneration and sitting fees paid by the Company are within the salaryscale approved by the Board and Shareholders.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and individual Director. Schedule IVof the Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated. Astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and Committees cultureexecution and performance of specific duties obligation and governance.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results assuggested by the Nomination and Remuneration Committee. The performance evaluation of theIndependent Directors was completed. During the year under review the IndependentDirectors met on 30th May 2017 interalia to discuss:
Performance evaluation of Independent Directors and Board of Directors as awhole;
Performance evaluation of the Chairman of the Company;
Evaluation of the quality of the flow of information between the Management andBoard for effective performance by the Board. The Board of Directors expressed theirsatisfaction with the evaluation process.
During the period under review the Company has not accepted deposits from shareholdersand public falling within the ambit of Section 73 of the Companies Act 2013 and rulesmade thereunder.
The paid-up equity share capital as at 31 March 2017 stood at Rs. 72115000. Duringthe year under review the Company issued 500000 shares of Rs 10/- each at a premium ofRs. 5/- per share on a private placement basis as approved by the shareholders via PostalBallot.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report instances of unethical behavior actualor suspected fraud or violation of Company's Code of Conduct to the management. Furtherthe mechanism adopted by the Company encourages the Whistle Blower to report genuineconcerns or grievances and provide for adequate safeguards against victimization of theWhistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the
Audit Committee from time to time. No whistle blower has been denied access to theAudit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange a separatesection on Corporate Governance and the certificate obtained from practicing CompanySecretary confirming its compliance is provided separately and forms a part of thisReport. The Board of Directors supports the basic principles of corporate governance. Inaddition to this the Board lays strong emphasis on transparency accountability andintegrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your attention is drawn to the perception and business outlook of your management foryour company for current year and for the industry in which it operates including itsposition and perceived trends in near future. The Management Discussion and AnalysisReport as required under Clause 49 of the Listing Agreement with the Stock Exchange isattached and forms part of this Directors' Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration)Rules2014 the extract of the Annual Return as at 31st March 2017 in FormMGT-9 forms part of this Directors' Report as Annexure-1.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were inthe ordinary course of business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company with itsPromoters Directors Key Managerial Personnel or other persons which may have potentialconflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval for normal business transactions is alsoobtained from the Audit Committee for the related party transactions which are ofrepetitive nature and accordingly the required disclosures are made to the Committee on aquarterly basis in terms of the approval of the Committee.
All the related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis as provided in Annexure 2.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of energy technology and foreign earning andoutgo as required under Section 134(3) (m) of the Companies Act 2013 forms part of thisDirectors' Report as Annexure 3.
PARTICULAR OF EMPLOYEES
The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of Sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form part of this Directors' Report as Annexure 4.
The details as required under Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 2 014is not applicable as there is no employee in the Company employed throughout the financialyear with salary above Rs 60 lac p.a.or employed in part of the financial year withaverage salary above Rs.5 lac per month.
Further there is no employee employed throughout the financial year or part thereofwho was in receipt of remuneration of in aggregate is in excess of that drawn by theManaging Director or Whole-time Director or Manager and holds by himself or along withhis spouse and dependent Children not less than two percent (2%) of the equity shares ofthe Company.
INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIR ADEQUACY
Your Company has laid down the set of standards processes and structure which enablesit to implement internal financial control across the organisation and ensure that thesame are adequate and operating effectively. To maintain the objectivity and independenceof internal audit the Internal Auditor reports to the Chairman of the Audit Committee ofthe Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with the operating systems accountingprocedures and policies of the Company.
Based on the report of Internal Auditor the process owners undertake the correctiveaction in their respective areas and thereby strengthen the control. Significant auditobservation and corrective actions thereon are presented to the Audit Committee of theBoard.
M/s. P. MURALI & Co. Chartered Accountants Hyderabad Registration No. 023412)was appointed as the Statutory Auditors of the Company to hold the office from theconclusion of the 25th Annual General Meeting to the conclusion of the 26th Annual GeneralMeeting.
The Report of the Auditors on the Accounts of the Company is attached herewith beingself explanatory does not need further elaboration.
Shareholders are requested to appoint auditors for the next financial year ending 31stMarch 2018.
Secretarial Auditor and their report
To discuss Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhad appointed Mr. VIJAY TIWARI Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the FY 2016-17. The Secretarial Audit Report forthe FY 2016-17 is annexed to this Directors' Report as Annexure-5.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (c) read with 134(5) of the Companies Act 2013Directors subscribe to the "Directors' Responsibility Statement" and confirmthat:
a) In preparation of annual accounts for the year ended 31 March 2017 the applicableaccounting standards have been followed and no material departures have been made from thesame;
b) The Directors have 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 or loss of the Company for that year;
c) The Directors have 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 have prepared the annual accounts for the year ended 31 March 2017 ona going concern basis.
e) The Directors have laid down the internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Auditors' Report on the accounts of the Company for the accounting year ended 31March 2017 is self-explanatory and does not call for further explanations or commentsthat may be treated as adequate compliance of Section 134 of the Companies Act 2013.
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:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany ESOS scheme.
3. The Company does not have a Managing Director or any subsidiaries and as such thequestion of the Managing Director of the Company receiving any remuneration or commissionfrom any of its subsidiaries does not arise.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors express their appreciation for the assistance and cooperation receivedfrom its Bankers various government authorities customers vendors and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the executives staff and workers of theCompany.
|Date: 30th May 2017 ||By order of the Board |
|Place: Mumbai ||Chairman |