The Members of EPIC ENERGY LIMITED
Your Directors are pleased to present the 28th Annual Report and theCompany's Audited Financial Statements for the Year ended on March 31 2019.
The Company's financial performance for the year ended March 31 2019 is summarisedbelow:
|Particulars ||2018-19 ||2017-18 |
| ||(INR in lakh except EPS) ||(INR in lakh except EPS) |
|Total Revenue ||679.55 ||1872.24 |
|Operating Profit before Depreciation & Tax ||44.82 ||31.04 |
|Less: Depreciation ||37.88 ||37.96 |
|Profit before exceptional and extraordinary items and Tax ||6.94 ||(6.92) |
|Exceptional Items ||- ||- |
|Profit before tax ||6.94 ||(6.92) |
|Less: Tax expense for earlier Years (Tax disposed off) ||56.16 ||62.88 |
|Net Profit after tax ||63.10 ||(69.80) |
|Other Comprehensive Income / Loss for the year (net of tax) ||- ||- |
|Total Comprehensive Income ||63.10 ||(69.80) |
|Balance of profit and loss account brought Forward ||(323.24) ||(253.44) |
|Less:-Transfer to General Reserve ||- ||- |
|Balance carried to Balance sheet ||(260.14) ||(323.24) |
|Earnings per share (basic/diluted) ||0.87 ||(0.97) |
Financial highlights Sales
Your Company posted a turnover of Rs. 679.55 lakh in the financial year ended on 31stMarch 2019 as compared to Rs. 1872.24 lakh in the previous year.
Your Company's profit before exceptional and extraordinary items and tax for the yearended 31st March 2019 was recorded at Rs. 6.94 lakh as compared to a Loss ofRs. 6.92 lakh in the previous year.
Earnings per share
EPS was at Rs. 0.87 as on 31 March 2019 as against Rs. (0.97) as on 31 March 2018.
Transfer to Reserves
There is no proposed amount to be transferred to the General Reserve.
The Company's net worth as on 31st March 2019 was at Rs. 822.35 lakh as compared toRs. 759.25 lakh as on 31 March 2018.
The Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2019.
REVIEW OF OPERATIONS
During the year under review your company continued to play a significant role in theEnergy Efficiency Market in the organized sector. Our ongoing projects in the LEDretrofitting market are progressing as planned. We hope to implement similar projects inthe coming years. During the current fiscal year FY 2019-20 the Company is planning tomarket Energy Efficient Consumer Appliances like Ceiling Fans and Pedestal Fans.
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.
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 Exchange for theFinancial Year 2019-20.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consisted of four members as on 31st March 2019 two of whom wereIndependent Non Executive Directors. Regular meetings of the Board are held at least oncein a quarter 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 four times viz 30thMay 2018 13th August 2018 13th November2018 and 13thFebruary2019.
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
The appointment of Mr. Bharat Mehta as a Director is due for regularization at theforthcoming AGM. Your Directors commend his appointment. None of the other Directors areinterested in this Resolution.
Details of Key Managerial Personnel
Mr. Nikhil Morsawala Chairman and Mr. Atul Mishra Compliance Officer were the KeyManagerial Personnel as per the provisions of the Companies Act 2013 and were already inthe office before the commencement of the Companies Act 2013. None of the Key ManagerialPersonnel has resigned or appointed during the year under review. Mr. Nikhil Morsawalaresigned as Director from the Board on June 17 2019 and was appointed as the ChiefFinancial Officer (CFO) on June 21 2019. Mr. Bharat Mehta was appointed as IndependentNon-Executive Director on June 17 2019.
Nomination and Remuneration Policy
The Company has in order to attract motivated manpower in a competitive market and toharmonise the aspirations of human resources consistent with the goals of the Company andin terms of the provisions of the Companies Act 2013 and the listing agreement as amendedfrom time to time devised a policy on the nomination and remuneration of Directors keymanagerial 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 independent nature of the Director vis-a-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-a-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. For the year under review the Independent Directorsmet on 30th May 2019 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 or renewed any depositsfrom shareholders and public falling within the ambit of Section 73 of the Companies Act2013 and rules made thereunder.
The paid-up equity share capital as at 31stMarch 2019 stood at Rs.72115000.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirements.
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 deniedaccess to the Audit Committee of the Board.
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 Regulation 34(3) and Schedule V of SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance and a certificate from the Auditors of the Companyare annexed to the Directors' Report.
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.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time.
OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT 2013
a) There are no qualifications reservations or adverse remark or disclaimer by theStatutory Auditor or by Secretarial Auditor in their respective reports.
b) There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
c) Extract of the Annual Report as provided in sub-section 3 of section 92 which isgiven in Annexure I forming part of this report.
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 PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) OF THECOMPANIES (AMENDMENT) ACT 2017 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES 2016
The information required in terms of Section 134(3) of the Companies (Amendment) Act2017 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 is furnished hereunder:
i) The ratio of the remuneration of Director to the median remuneration of theemployees of the Company: Not Applicable
ii) The percentage increase in remuneration of CFO CS during the financial year: NIL
iii) The percentage increase in the median remuneration of employees in the financialyear is NIL
iv) The number of permanent employees on the rolls of company at the end of thefinancial year 2018-19 is 8.
v) It is hereby affirmed that the remuneration of KMP's are in accordance with theRemuneration Policy.
|Name ||Designation ||Remuneration paid FY 2018-19 (' in lakh) ||Remuneration paid FY 2017-18 (' in lakh) ||Percentage increase in remuneration ||Ratio per Median of employee Remuneration |
|Ms Rashi Mirani ||Company Secretary ||1.44 ||- ||- ||- |
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.
Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. P. MURALI & Co. Chartered Accountants Hyderabad(Registration No. 023412) were appointed as the Statutory Auditors of the Company tohold the office from the conclusion of the 23rd Annual General Meeting held on 29September 2015 to the conclusion of the 29th Annual General Meeting to be held in year2020. The requirement for the annual ratification of auditors' appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018. Duringthe year the statutory auditors have confirmed that they satisfy the independencecriteria required under Companies Act 2013 Code of ethics issued by Institute ofChartered Accountants of India.
The Report of the Auditors on the Accounts of the Company is attached herewith beingself explanatory does not need further elaboration.
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 theSecretarial Audit of the Company for the FY 2018-19. The Secretarial Audit Report for theFY 2018-19 is annexed to this Directors' Report as Annexure-5.
Directors' Qualification Certificate
In terms of SEBI (LODR) Regulations 2015 a certificate from Mr. Vijay TiwariPracticing Company Secretary has been received stating that none of the Directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of company by the Board/Ministry of Corporate Affairs or any such statutoryauthority and the same is annexed to this report.
Disclosure of transactions of the listed entity with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entity
During the financial year 2018-19 no such transaction took place with any person orentity belonging to the promoter/ promoter group which hold(s) 10% or moreshareholding in the listed entity.
Corporate Social Responsibility
Subject to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2015 the Company is not a partof its CSR initiatives has not made contributions in accordance with the formulated CSRPolicy. The report of the CSR activities is not applicable to the Company.
During the year the Company has not given donation to any charitable trust.
DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:
The Company has received the declarations from Independent Directors that they meet thecriteria of independence laid down under section 149(6) of the Companies Act 2013 andunder regulation 16(b) of SEBI (LODR) Regulations 2015.
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 31st March 2019 theapplicable accounting standards have been followed and no material departures have beenmade from the same;
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 31stMarch 2019 on a 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 31stMarch 2019 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.
| ||By order of the Board |
|Date: 30th May 2019 ||Nikhil Morsawala |
|Place: Navi Mumbai ||Chairman |