TO THE MEMBERS OF
IMP POWERS LIMITED
Your Directors have pleasure in presenting the 58th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statementsalongwith the report of the Auditors for the year ended 31st March 2020.
Your Company's Standalone and Consolidated Performance during the Financial Year (F.Y.)2019 - 20 as compared with that of the previous Financial Year (F.Y.) 2018 - 19 issummarized below -
The financial highlights of the Company are as follows:
(Rs. in lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Turnover ||26455.11 ||41330.57 ||26455.11 ||41330.57 |
|Other Income ||212.37 ||95.01 ||212.37 ||95.49 |
|Total Revenue from Operations ||26667.48 ||41452.57 ||26667.48 ||41426.05 |
|Profit before Finance Cost Depreciation & Taxes ||1669.70 ||276.65 ||1696.72 ||3838.14 |
|Less: Depreciation ||720.38 ||649.55 ||727.53 ||656.77 |
|Less: Finance Cost ||3082.87 ||2845.69 ||3111.52 ||2886.63 |
|Profit before Tax ||(2133.55) ||276.65 ||(2142.33) ||294.74 |
|Less: Current Tax ||- ||57.49 ||(6.09) ||63.29 |
|Less: Deferred Tax ||(709.08) ||23.25 ||(709.25) ||23.16 |
|Profit after Tax ||(1424.48) ||195.91 ||(1424.02) ||208.29 |
|Earnings Per Share || || || || |
|Basic ||(16.49) ||2.27 ||(16.49) ||2.41 |
|Diluted ||(15.51) ||2.22 ||(15.50) ||2.36 |
The Company has allotted during F.Y. 2018-19 550000 Convertible Warrants at Rs.115/- per warrant to Advance Transformers & Equipments Private Limited (ATEPL) andShree Kishoriju Trading & Investment Private Limited (SKTIPL) pursuant to theapplicable provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and SEBI (Issue of Capital & Disclosure Requirements) Regulations2019. The warrants were issued and allotted at ' 115/- per warrant convertible into 1equity share of ' 10/- each at a premium of ' 105/- per equity share. The warrants wereconvertible into equity shares within a period of 18 months from the date of allotment ofwarrants i.e. on or before 25th May 2020. In this regard ATEPL and SKTPIPL paid theentire ' 63250000 to the company but have informed the Company about their inability toexercise their right of conversion of said Convertible Warrants into the Equity Shares ofthe Company on or before May 25 2020 inter alia due to the prevalent unprecedentedhealth and economic crisis caused due to Covid-19 pandemic and the resultant liquidity andother limiting factors prevalent in the country and globally. In the stated background asthe period of 18 (eighteen) months for exercising the right of conversion expired on May25 2020 in absence of any relaxations / relief already announced the management hastaken a note of the same and in accordance with the provisions of SEBI ICDR Regulationsthe Upfront Warrant Subscription Amount of ' 15812500/- paid by the ATEPL and SKTIPL atthe time of subscription of Convertible Warrants equivalent to 25% of the total WarrantSubscription Amount is treated as forfeited. Rest of the funds are in unsecured loan form.
The Share Capital of the Company as on 31st March 2020 was Rs.86365630/- (Rupees Eight Crores Sixty Three Lacs Sixty Five Thousand Six Hundred andThirty only).
The Company has neither issued shares with differential rights as to the dividendvoting or otherwise nor issued sweat equity shares. There is no scheme for employee stockoption or provision of money for shares of the Company to the employees or Directors ofthe Company during the aforesaid period.
TRANSFER TO GENERAL RESERVES AND DIVIDEND
Your Directors do not propose to transfer any amount to general reserves for theFinancial Year ended 31st March 2020. Further owing to the losses theDirectors do not recommend any dividend on equity shares for the year ended March 312020.
IMPACT OF COVID - 19
During the last quarter of the year under review Covid-19 (Chinese virus) developedinto a global pandemic. The directors have assessed the impact of Covid-19 on the businessat the balance sheet date and based on internal and external information upto the date ofapproval of these financial statements. The Company foresees significant material impacton the liquidity. Till the time business operations at customer's end get fully functionaland supplies chain with vendors totally restores business operations of the Company willremain impacted in spite of having excellent order backlog in hand. The Company willcontinue to monitor the future market conditions and update its assessment.
During the unprecedented Covid-19 pandemic situation the Company has taken a number ofdrastic measures to ensure safety of workforce and it has not compromised on any steps inensuring the safety of the employees and number of preventive measures have beenimplemented at all the functional work sites including the following:
Wearing of Face Masks is mandatory for employees right at the time of Startingfrom their home at worksite and work commute.
Employees have been provided transport facilities.
Temperature screening is mandatory at time of entry and exit.
Those with temperature are automatically referred to Doctor for furtherscreening. Social distancing measures are in place right from time of entry gate atadequately spacing of 3 feet as well as other common places.
While once in a century Pandemic of the Covid-19 an unforeseen Force Majeure hasdisrupted Indian economy (and global economy too) in general and your company inparticular substantially affecting availability of raw materials from Suppliers in RedZones substantial increase in price of steel metalscopper travel restrictionsaffecting inspections by customers etc.
There are a few positive silver lining which will help the Company bounce back like aPhoenix Bird such as good Order book of above ' 400 Crores few of the Suppliers exitingtransformers business support from the lenders and banks rationalisation of manpowersubstitute of diesel by gas and other various costs cuts etc. The Company has transformedits customers profile with entire focus on business from Non utility customers as comparedto business from govt. customers.
However intermittent STOP-START-STOP flipping of business operations lead to lot ofuncertainty impacting our liquidity with cascading effect. In such scenario the Companyhas adopted a cautious approach of Survive-Stabilise-Sustain-Grow.
For bouncing back quickly the Company looks forward to support from its lenders /Bankers through restructuring and sale of its non-core assets.
INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY
Your Company's internal controls systems commensurate with the nature and size of itsbusiness operations. Adequate internal controls systems and checks are in place and themanagement exercises financial controls on the operations through a well - defined budgetmonitoring process and other standard operating procedures.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors hereby state and confirm that:
a) in the preparation of the Annual Accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed. There are no materialdepartures from the applicable accounting standards;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of the affairs of the Company as on 31st March 2020 andof the loss of the Company for that period;
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 had prepared 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 such systems were adequate and operating effectively.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Composition of the Board is in conformity with Section 149 of the Act andRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI LODR Regulations"). The Board currently comprises of 7 (Seven)Directors out of which 2 (Two) are Executive Directors 1 is Non - Executive Director and4 (Four) are Non - Executive Independent Directors. The Chairman of the Board is a Non -Executive Director.
Shri Siby Antony Independent Director of the Company resigned w.e.f. 7thMay 2019. Smt. Priyanjali A. Malpani Director resigned from Directorship of the Companyw.e.f. 11th June 2019 in terms of the provisions of Section 168 of theCompanies Act 2013. During the year under review Smt. Dipali S. Pitale has beenappointed as Woman Additional Director (categorized as an Independent Director) of theCompany with effect from 28th September 2019. Further the Board of Directorsin its meeting held on 26th November 2019 has approved change in designationof Shri Ramniwas R. Dhoot from Executive Director to Non - Executive Director of theCompany with effect from 26th November 2019 however he has continued to actas "Non - Executive Chairman" of the Company.
Shri Bakul Desai Chief Financial Officer (CFO) of the Company resigned with effectfrom 30th July 2020.
Shri Vibhav S. Ranade Company Secretary & Compliance Officer of the Companyresigned without giving notice with effect from closure of business hours of 19thNovember 2020.
Shri Ajay R. Dhoot Vice - Chairman & Whole-time Director Shri Aaditya R. DhootManaging Director are the Key Managerial Personnel (KMPs) of the Company as on the date ofthis report.
Retirement by Rotation
Shri Aaditya R. Dhoot shall retire by rotation at the ensuing 58th AnnualGeneral Meeting (AGM) of the Company in accordance with the provisions of the Section 152of Companies Act 2013 and being eligible offers himself for re-appointment.
Shri Ramdas T RajGuroo Shri Prashant J. Pandit Shri Praveen Saxena and Smt. Dipali S.Pitale are the Independent Directors as on date of this report. Pursuant to the provisionsof Section 134(3)(d) of the Companies Act 2013 disclosure is hereby given that theCompany has received declaration / confirmation of independence from all IndependentDirectors of the Company pursuant to Section 149(6) of the Companies Act 2013 as mayamended from time to time after undertaking due assessment of the veracity of the sameand the Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013. The certificates of Independencereceived from all the Independent Directors have been duly noted by the Board.
Meetings of the Board of Directors
During the year under review the Board of Directors met 6 (Six) times. The agenda ofthe meeting is circulated to the members of the Board in advance along with necessarydocuments reports recommendations etc. so that each Board member can activelyparticipate on agenda items during the meeting. The details of Board and CommitteeMeetings and the attendance of the Directors at such meetings are provided in theCorporate Governance Report which forms part of this Annual Report. The intervening gapbetween the meetings was within the prescribed period under the Companies Act 2013("Act") and SEBI LODR Regulations.
The Board of Directors has carried out an annual evaluation of its own performanceCommittees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by SEBI LODR Regulations.
The performance of the Board was evaluated after seeking inputs from all the Directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the Committee Members on the basis of thecriteria such as the composition of Committees effectiveness of Committee Meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and NonExecutiveDirectors. The same was discussed at the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Familiarization Programme for Independent Directors aims to provide them anopportunity to familiarize with the Company its Management and its operations so as togain a clear understanding of their roles rights and responsibilities and contributesignificantly towards the growth of the Company. They have full opportunity to interactwith Senior Management Personnel and are provided all the documents required and sought bythem for enabling them to have a good understanding of the Company its business model andvarious operations and the industry of which it is a part. The details of suchfamiliarization programmes for Independent Directors are posted on the website of theCompany viz. www.imp-powers.com.
DETAILS OF COMMITTEES OF THE BOARD
1. Audit Committee
Pursuant to the provisions of Section 177(8) of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 18 read withPart C of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has constituted an AuditCommittee of the Board of Directors. The details regarding the composition terms ofreference meetings and attendance of members of Audit Committee of the Company aredisclosed in the report of Corporate Governance which forms part of this Annual Report.
During the Financial Year 2019-20 all recommendations made by the Audit Committee tothe Board of Directors were accepted by the Board and there were no instances where therecommendations were not accepted.
2. Nomination & Remuneration Committee
Pursuant to the provisions of Section 178 of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 19 read withPart D of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has constituted a Nominationand Remuneration Committee of the Board of Directors. The details regarding thecomposition terms of reference meetings and attendance of members of Nomination &Remuneration Committee of the Company are disclosed in the report of Corporate Governancewhich forms part of this Annual Report.
3. Stakeholders Relationship Committee
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 20read with Part D of Schedule II of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has constituted aStakeholders' Relationship Committee of the Board of Directors. The details regarding thecomposition terms of reference meetings and attendance of members of StakeholdersRelationship Committee of the Company are disclosed in the report of Corporate Governancewhich forms part of this Annual Report.
4. Corporate Social Responsibility Committee
Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company has constituted aCorporate Social Responsibility (CSR) Committee of the Board of Directors. However sincethe Company does not fallunder therequirements of Section 135 of the Companies Act 2013it is not liable to spend any amount on CSR activity during the year.
Your Company has not accepted any deposits within the meaning of Section 73 of the Actand the Companies (Acceptance of Deposits) Rules 2014 and no amount on account ofprincipal or interest on public deposits was outstanding as on March 31 2020.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is enclosed as "Annexure - A"and also available on the website of the Company viz. www.imp-powers.com.
The Company has one subsidiary namely IMP Energy Limited (IEL). IEL is engaged incomplete EPC Work of small hydro Power (SHP) business. IEL sets up small hydro powerplants of upto 5 MW capacity and does the entire EPC work. IEL
has already successfully commissioned its 1st hydro project on EPC basis at Bairas (2 x750KW) in October 2017 and 2nd EPC Hydro Project at Sangrah (2 x 750KW). The Company hasattached along with its financial statements a separate statement containing the salientfeatures of the financial statements of the said subsidiary in "Form AOC-1"which is annexed as "Annexure - B".
As per Section 134 of the Act and Rule 8(1) of the Company (Account) Rules 2014 theconsolidated financial statements have been prepared by the Company in accordance with theIndian Accounting Standards. The audited consolidated financial statements together withthe Auditor's Report forms part of this Annual Report.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the last quarter of F.Y 2019 - 20 the Covid - 19 pandemic impacted allcountries both medically and economically. The wide spread of the virus in addition tothe increasing casualties brought the world to a halt as numerous nations initiated alockdown to counter the outbreak. India too followed suit and began a country-widelockdown for nearly three months as a step to prevent the virus from fatally impactingthe nation.
The Company has evaluated the impact of Covid-19 on its financial statements based oninternal and external information upto the date of approval of these financial statements.The Company does foresee some material impact on the liquidity for some period. Till thetime business operations at customer's end get fully functional and supplies chain withvendors totally restores business operations of the Company will remain impacted.However the Silver lining is that the Company has excellent order position of above ' 400Cr with major part of it from Non-govt. customers. The Company will continue to monitorthe future market conditions and address the challenges..
In the Para "Future Outlook" the Company has already stated the challengesopportunities key steps taken by the Company and the Future Outlook.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a vigil mechanism/whistle blower policy to deal with instance of fraudand mismanagement. The details of the said policy are explained in the CorporateGovernance Report and also posted on the website of the Company viz. www. imp-powers.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as per Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Account) Rules 2014 with respect to conservation of energy technologyabsorption & foreign exchange earnings and outgo are given in "Annexure - C"to this report.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in annexure and forms part of this report.However as per the provisions of the section 136(1) of the Act this Report is sent tothe shareholders excluding the said information. Any shareholder interested in obtainingsuch particulars may write to the Company at the Registered Office of the Company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The transactions entered with related parties are approved by the Audit Committee toensure that the same are in line with the provisions of the Act and the Related PartyTransaction Policy. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive in nature. The transactions enteredinto pursuant to the omnibus approval so granted are audited and statement specifying thenature value and terms & conditions of all related party transactions are placedbefore the Audit Committee for its review on a quarterly basis. The details of relatedparty transactions are provided in the accompanying financial statements. In conformitywith the requirements of the Act read with SEBI LODR Regulations the Policy on RelatedParty Transactions as approved by the Board is available on the Company's website and canbe accessed through www.imp-powers.com.
All transactions entered into with related parties during the year under review were inthe ordinary course of business and on arm's length basis. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2is not applicable to your Company.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Pursuant to the provisions of Section 186 of the Act the details of Loans Guaranteesand Investments made by the Company as at 31st March 2020 are given in thenotes to the Financial Statements.
Business risks exist for any enterprise having national and international exposure.Your Company also faces such risks the key ones being - a longer than anticipated delayin economic revival unfavorable exchange rate fluctuations emergence of inflationaryconditions rise in counterfeits and look-alikes and any unexpected changes in regulatoryframework.
The Company is well aware of these risks and challenges and has put in place mechanismsto ensure that they are managed and mitigated with adequate timely actions.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis which includes details on the state ofaffairs of the Company as required under the Regulation 34(2)(e) of SEBI LODR Regulationsforms part of this Annual Report.
Report on Corporate Governance duly approved by the Board of Directors in accordancewith SEBI LODR Regulations along with a certificate from the Statutory Auditorsconfirming the compliance is given separately in this Annual Report.
1. Statutory Auditors
Pursuant to Section 139 to 144 of the Companies Act 2013 and Rules 3 to 6 of theCompanies (Audit and Auditors) Rules 2014 and on the basis of recommendation of the AuditCommittee the Board of Directors of the Company had appointed M/s. V. S. Somani & Co.(Firm Registration No. 117589W) Chartered Accountants as the Statutory Auditors of theCompany to hold office for a period of 5 consecutive years from the conclusion of 55thAnnual General Meeting till the conclusion of 60th Annual General Meeting.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors was withdrawnfrom the statute. Therefore the approval of the Members for continuance of theirappointment at this AGM is not being sought.
There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their Auditors' Report. Further there are no frauds details ofwhich as required to be reported under Section 143(12) of the Act.
2. Cost Auditor
M/s. N. Ritesh & Associates were appointed as Cost Auditors by the Company underSection 148 of the Act. The due date for filing the Cost Audit Reports in XBRL mode forthe financial year ended 31st March 2019 was 27th September 2019and the Cost Audit Report was filed by the Cost Auditor on 29th February 2020.
On the recommendation of the Audit Committee the Board of Directors in its meetingheld on September 15 2020 has reappointed M/s. N. Ritesh & Associates as CostAuditors of the Company for the Financial Year 2020-21. The Company is seeking theratification of the remuneration to be paid to M/s. N. Ritesh & Associates CostAuditors of the Company in respect of Cost Audit for the financial year ended 31stMarch 2020 as mentioned in the Notice convening 58th AGM.
3. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Priya Shah & Associates Practicing Company Secretaries (ACS: 38171 andCP: 21827) to undertake the Secretarial Audit of the Company for the financial year2019-20 and issue Secretarial Audit Report. The Secretarial Audit Report for the financialyear ended 31st March 2020 is appended as "Annexure - D" to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has formed a Committee and framed a Policy on "Prevention of SexualHarassment of Women at Work Place" and matters connected therewith or incidentalthereto covering all the aspects as contained under the Sexual Harassment of Women at WorkPlace (Prohibition Prevention and Redressal) Act 2013. Your Directors state that duringthe year under review no cases were filed pursuant to the Sexual Harassment of Women atWork Place (Prevention Prohibition and Redressal) Act 2013.
The Board of Directors places on record its sincere appreciation for the dedicatedservices rendered by the employees of the Company at all levels and the constructiveco-operation extended by them. Your Directors would also like to express their gratefulappreciation for the assistance and support by all Shareholders Government AuthoritiesAuditors Bankers Financial Institutions Customers Employees Suppliers other businessassociates and various other stakeholders.