The Directors take pleasure in presenting the Ninth Annual Report together with itsfinancial statements for the year ended 31st March 2019.
The financial highlights for the year under review are as follows:
(Amount in Rupees)
|Particulars ||Year Ended 31st March 2019 ||Year Ended 31st March 2018 |
|Sales (Net of Excise Duty) and other income ||3600000 ||764130 |
|Profit /(loss) after Interest & Depreciation ||(18693551) ||(20221425) |
|Provision for Tax ||- ||- |
|Profit /(loss) after Tax ||(18693551) ||(20221425) |
|Add: Taxation Adjustments of Previous Years ||- ||- |
|Add: Balance of Profit brought from previous year ||(37815812) ||(17594381) |
|Profit available for Appropriation ||(18693551) ||(20221425) |
|APPROPRIATIONS ||- ||- |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||(56509363) ||(378158112) |
During the year in view of the slowdown in the business segment the company is unableto operate temporarily. The Company has taken adequate steps to rejuvenate the plantoperations in the current year.
The Board of Directors has not recommended any dividend for the financial year ended 31stMarch 2019.
TRANSFER TO RESERVES
Transfer of profit to the General Reserve did not arise during the financial year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis report that forms part of this Report as giving anoverview of Industry and company's future operations is enclosed as Annexure-I.
CODE OF CONDUCT
The Board has formulated a Code of Conduct for Directors and Senior Management of theCompany. A Declaration affirming the compliance of Code of Conduct is provided asAnnexure-II.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
The Company has no Subsidiaries Joint Ventures or Associate Companies. During the yearno companies have become or ceased to be the Subsidiaries Joint Ventures or AssociateCompanies of the Company.
DIRECTOR(S) AND KEY MANAGERIAL PERSONNEL
At the ensuing AGM Mrs. Saraswathi (Non-Executive Non Independent Director) retiresby rotation at the ensuing Annual General Meeting and being eligible offers herself forre-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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year under review Mrs. Samina Bee has been appointed as Company SecretaryCompliance Officer and Key Managerial Person of the company w.e.f 05.03.2019.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability confirm that:
in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
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 thefinancial year and of the loss of the company for that period;
the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
the Directors had prepared the annual accounts on a going concern basis; and
the Directors had laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Nomination and Remuneration Committee and the Board of Directors of the Company hadlaid down the process and criteria for annual performance evaluation of the Board itsCommittees and individual Directors. For the year the Board of Directors have carried outan evaluation of its own performance its Committees and that of its individual Directorsin compliance with the provisions of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulation2015. Details of the same are given in the Report onCorporate Governance annexed hereto.
MEETINGS OF THE BOARD
During the year under review Six (6) Board Meetings were held the details of meetingshave been provided in the Corporate Governance report that forms part of this Report.
Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 a separateReport on Corporate Governance for the financial year ended 31st March 2019along with the Auditor's Certificate on its compliance is enclosed and forming part ofthis Report as Annexure-III.
Bombay Stock exchange (BSE) vide its Circular No. LIST/COMP/12/2019-20 dated 14/05/2019titled Clarification on Annual Secretarial Audit Report and Annual Secretarial ComplianceReport for listed entities and their material subsidiaries the provisions of Regulation24A regarding the companies seeking exemption for Non-Applicability Certificate forCorporate Governance Report are not required to submit any other document or disclosure ofAnnual Secretarial Compliance Certificate.
The Company is fulfilling the following criteria laid down under the Regulation 15(2)of SEBI (LODR) Regulation 2015 ie
(1) The paid up equity share capital not exceeds Rs. 10.00 crore; and
(2) The net worth is also not exceeding Rs. 25.00 crore as on the last day of theprevious financial year as on 31/03/2018
The Net Worth of the Company is below Rs.25 Crores as on 31/03/2018. Since the Companyis falling under the criteria as laid down under Regulations 15(2) of SEBI (LODR)Regulation 2015 your company vide its letter dated 24.05.2019 submitted letter to BSEseeking exemption for applicability of submission of Certificate for Corporate GovernanceReport any other document or disclosure and Annual Secretarial Compliance Certificate.
However your company has provided the above reports voluntarily for this year.
The Board of Directors has constituted its Audit Committee. The composition powersrole and terms of reference of the Committee are in accordance with the requirementsmandated under Section 177 of the Companies Act 2013 read with the rules made thereunderand Regulation 18 and 21 read with Part C of Schedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Details of Committee along with Meetings held during the year are given in theCorporate Governance Report that forms part of this Report.
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s. S.K. Gulecha & AssociatesChartered Accountants Chennai were appointed as statutory auditors from the conclusion ofthe Fifth Annual General Meeting (AGM) held on 30th September 2015 till theconclusion of the Tenth Annual General Meeting (AGM) of the Company to be held in the year2020.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report asAnnexure-IV.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS HELD BY THE COMPANY
Pursuant to the provisions of Section 186 of the Companies Act 2013 read with therules made thereunder particulars of loans guarantees and investments covered under aregiven in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on an arms'length basis and do not attract the provisions of Section 188 of the Companies Act 2013.However pursuant to the provisions of Regulation 23 (2) of the SEBI (LODR) Regulations2015 prior approval of the Audit Committee was sought for entering into the Related PartyTransactions.
During the year the Company had not entered into any contract / arrangement /transactions with Related Parties which could be considered as material in terms ofRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. In accordance with Accounting Standard 18 the Related Party Transactions aredisclosed in the notes to the Financial Statements.
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of
Contracts or Arrangements with Related Parties referred to in Section 188(1) of theCompanies Act 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts)Rules 2014 in Form AOC - 2 as Annexure-V.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 particulars regarding conservation of energy technologyabsorption foreign exchange earnings and outgo are annexed to this report as Annexure-VI
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The company has formulated an internal controls policy. In the opinion of Board It isadequate to mitigate risks and provided reasonable assurance that operations/transactionsare efficient and assets are safeguarded.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review there has been no material changes and commitmentsaffecting the financial position of the Company.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 in the prescribed Form MGT - 9 is annexed herewith as Annexure-VII.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s.M.K.Madhavan & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2018-19.
The Secretarial Audit Report for the financial year 2018-19 is annexed herewith asAnnexure- VIII.
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.
During the year the Company has not accepted any "Deposits" as definedunder the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY BODIES/ COURTS
During the financial year under review no significant or material orders were passedby the Regulatory/ Statutory Authorities or the Courts which would impact the goingconcern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company is not covered under section 135 of the Companies Act 2013 and formulationof CSR policy and constitution of a CSR committee did not arise.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements)Regulatiosn2015 (The Company has a vigil mechanism /"Whistle Blower Policy" which is available on the website of the Companynamely www.gitarenewable.com
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. During the financial year2018-19 no complaint was reported to the Company.
CEO/ CFO CERTIFICATION:
Mr. R. Natarajan Chairman and Managing Director and Mr.V.Kumar Chief FinancialOfficer have certified to the Board in terms of Regulation 17(8) of the SEBI (ListingObligations & Disclosure Requirements Regulations) 2015 were laid before the Board atits meeting held on 14th August 2019.
Your directors place on record their great appreciation of the fine efforts of allExecutives and Employees of the Company which were instrumental in attaining considerablefinancial position in a difficult year. The Board takes this opportunity to sincerelythank all its stakeholders namely shareholders customers suppliers/ contractorsbankers employees Government agencies local authorities and the immediate society fortheir un-stinted support and co-operation during the year.
| ||For and behalf of Board of Directors of |
| ||Gita Renewable Energy Limited |
|Date: 5th September 2019 ||R. NATARAJAN |
|Place: Chennai ||Chairman & Managing Director. |
| ||DIN: 00595027 |