To the Members of
INOX WIND LIMITED
Your Directors take pleasure in presenting to you their Tenth Annual Report togetherwith the Audited Financial Statements for the Financial Year ended on 31stMarch 2019.
1. FINANCIAL RESULTS
Following are the working results for the Financial Year 2018-19:
| || |
|Particulars || |
Rs in Lakhs
Rs in Lakhs
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|I Revenue from Operations ||143744 ||47984 ||134548 ||21243 |
|II Other income ||2341 ||2565 ||4562 ||3441 |
|III Total Revenue Income (I+II) ||146085 ||50549 ||139110 ||24684 |
|IV Total Expenses ||152272 ||78595 ||138917 ||48647 |
|V Share of Profit/(Loss) of associates ||(24) ||(2) ||- ||- |
|VI Profit/(Loss) before tax (III IV+V) ||(6211) ||(28048) ||193 ||(23963) |
|VII Total Tax expense ||(2213) ||(9286) ||68 ||(8246) |
|VIII Profit/(Loss) for the year (VI - VII) ||(3998) ||(18762) ||125 ||(15717) |
|IX Other comprehensive income ||64 ||231 ||7 ||178 |
|X Total other comprehensive income (VIII + IX) ||(3934) ||(18531) ||132 ||(15539) |
Detailed analysis of the Financial and Operational Performance of the Company has beengiven in the Management Discussion and Analysis Report forming part of this Annual Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended (hereinafter referred to as"Listing Regulations") and applicable provisions of the Companies Act 2013 readwith the Rules issued thereunder the Consolidated Financial Statements of the Company forthe Financial Year 2018-19 have been prepared in accordance with the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 and otherrecognized accounting practices and policies to the extent applicable and on the basis ofaudited financial statements of the Company its subsidiary companies and associates asapproved by the respective Board of Directors.
The Consolidated Financial Statements together with the Independent Auditor's Reportform part of this Annual Report. The Audited Standalone and Consolidated FinancialStatements for the Financial Year 2018-19 shall be laid before the Annual General Meetingfor approval of the Members of the Company.
With a view to finance the Company's ongoing projects and considering future plans nodividend has been recommended by the Board of Directors for the Financial Year ended 31stMarch 2019.
In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a Dividend Distribution Policy' and the same has been uploaded on theCompany's website; www.inoxwind.com.
4. TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to GeneralReserves.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors recommend appointment/ reappointment of following Directors:
Appointment of Shri Siddharth Jain (DIN: 00030202) who retires by rotation and beingeligible offers himself for re-appointment.
Re-appointment of Shri Kailash Lal Tarachandani (DIN: 06388564) as Whole-time Director& CEO of the Company for a period of one year with effect from 19th May2019.
Re-appointment of Ms. Bindu Saxena (DIN:00167802) Independent Director of the Companyfor a second term of five years with effect from 21st October 2019.
Continuation of Shri Shanti Prashad Jain as an Independent Director who is above 75years of age to hold office upto the expiry of his second term of five years i.e. upto 31stMarch 2024.
Shri Deepak Asher Non-Executive Non Independent Director of the Company resigned fromthe office of Director due to personal reasons w.e.f. 1st April 2019. Themanagement places on record its appreciation for Shri Deepak Asher for the servicesrendered by him during his tenure as Director of the Company.
Shri Narayan Lodha was appointed as Chief Financial Officer of the Company w.e.f. 9thFebruary 2019 in place of Shri Jitendra Mohananey Chief Financial Officer who on accountof internal restructuring was moved to its Holding Company GFL Limited (earlier known asGujarat Fluorochemicals Limited) w.e.f. 9th February 2019 for wider grouprelated professional responsibilities.
Necessary Resolutions in respect of Directors seeking appointment/ re-appointment andtheir brief resume pursuant to Regulation 36 (3) of Listing Regulations are provided inthe Notice of the Annual General Meeting forming part of this Annual Report.
6. NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure A. The Nomination and Remuneration
Policy as approved by the Board may be accessed on the Company's website at the link:https:// www.inoxwind.com/wp-content/uploads/2014/11/Nomination_Remuneration_Policy_IWL.pdf
7. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of Section149 (6) of the Companies Act 2013 read with the Schedules annexed thereto and Rules madethereunder as well as Regulation 16 of Listing Regulations. They have also confirmed thatthey have complied with the Code of Conduct as prescribed in the Schedule IV to the Actand Code of Conduct for Directors and Senior Management Personnel formulated by theCompany.
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is given in theCorporate Governance Report.
9. PERFORMANCE EVALUATION
Performance Evaluation forms containing criteria for evaluation of Board as a wholeCommittees of the Board and Individual Directors and Chairperson of the Company were sentto all the Directors with a request to provide their feedback to the Company on the AnnualPerformance of Board as a whole Committees of Board and Individual Directors for theFinancial Year 2018-19. Further based on the feedback received by the Company theNomination and Remuneration Committee at its Meeting held on 8th February 2019had noted the Annual Performance of each of the Directors and recommended to the Board tocontinue the terms of appointment of all the Independent Directors of the Company and theBoard of Directors of the Company at its Meeting held on 8th February 2019noted that the performance of Board Committees of the Board and Individual Directors andChairperson (including Chairperson CEO Independent Directors) is evaluated assatisfactory by this evaluation process.
10. MEETINGS OF THE BOARD
During the year under review the Board met Five times and details of Board Meetingsheld are given in the Corporate Governance Report. The intervening gap between the twoMeetings was within the time limit prescribed under Section 173 of the Companies Act 2013and Regulation 17 of the Listing Regulations.
11. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THECOMPANIES ACT 2013
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
i. in the preparation of the Annual Accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no departures from the same;
ii. the Directors had 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 of the Company for that period;
iii. 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;
iv. the Directors had prepared the Annual Accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls were adequate and were operatingeffectively; and vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the Loan or Guarantee or Security is proposed to beutilized by the Recipient are provided in the Standalone Financial Statements of theCompany. Please refer to Note Numbers 7 38 and 50 to the Standalone Financial Statementsof the Company.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the yearunder review with Related Parties are approved by the Audit Committee and/or Board as perthe provisions of Section 188 of the Companies Act 2013 read with the Rule 15 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the ListingRegulations. During the year under review the Company had not entered into any contract /arrangement / transaction with Related Parties which could be considered material inaccordance with the Policy of the Company on materiality of Related Party Transactions.
The Policy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed on the Company's website at thelink: https://www.inoxwind. com/wp-content/uploads/2019/08/IWL%20-%20Related%20Party%20Transaction%20Policy%20 31March2019.pdf
All transactions entered with Related Parties for the year under review were on arm'slength basis. Hence disclosure in Form AOC-2 is not required to be annexed to this Report
The Company has not accepted any deposits covered under Chapter V of the Act.
15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE
During the year under review your Company incorporated a wholly-owned subsidiarynamely Waft Energy Private Limited
A separate statement containing the salient features of financial statements of allsubsidiaries of the Company forms a part of Consolidated Financial Statements incompliance with Section 129 and other applicable provisions if any of the Companies Act2013. In accordance with Section 136 of the Companies Act 2013 the financial statementsof the subsidiary companies are available for inspection by the Members at the RegisteredOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays upto the date of the Annual General Meeting (AGM'). Any memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Corporate Office of the Company. The financial statements including theconsolidated financial statements financial statements of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany www.inoxwind.com. The Company has formulated a policy for determining materialsubsidiaries. The policy may be accessed on the website of the Company.
The Report on the performance and financial position of each of the Subsidiaries of theCompany is annexed to this report in Form AOC-1 pursuant to first proviso to sub-section(3) of Section 129 of the Companies Act 2013 and Rule 5 of Companies (Accounts) Rules2014 as Annexure B.
16. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in compliance with theprovisions of Section 177(9) & (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations.
The Whistle Blower Policy is available on the website of the Company. The same can beviewed athttps://www.inoxwind.com/wp-content/uploads/2019/08/IWL-%20Whistleblower%20Policy%2031March2019.pdf.
17. INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Controls commensurate with its size andnature of its business and is operating satisfactorily. The Board has reviewed InternalFinancial Controls of the Company and the Audit Committee monitors the same inconsultation with Internal Auditors of the Company.
18. INDEPENDENT AUDITOR'S REPORT
There are no reservations qualifications or adverse remarks or disclaimers in theIndependent Auditor's Report. The notes forming part of the accounts are self-explanatoryand do not call for any further clarifications under Section 134(3)(f) of the CompaniesAct 2013.
During the year the Independent Auditors had not reported any matter under Section143(12) of the Companies Act 2013. Therefore no detail is required to be disclosed underSection 134(3)(ca) of the Companies Act 2013.
19. INDEPENDENT AUDITORS
M/s. Dewan P.N. Chopra & Co. Chartered Accountants (Firm Registration No. 000472N)were appointed as Independent Auditors of the Company at the 9th Annual GeneralMeeting (AGM) held on 12th July 2018 to hold office from the conclusion of 9thAGM till the conclusion of the 14th AGM of the Company.
In terms of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyare required to be audited by a Cost Accountant in practice who shall be appointed by theBoard. In view of the above the Board of Directors based on the recommendation of theAudit Committee re-appointed M/s Jain Sharma and Associates Cost Accountants (FirmRegistration No. 000270) as Cost Auditors of the Company for conducting the Cost Audit forthe Financial Year 2019-20 on a remuneration of H 187000 (Rupees One Lakh EightySeven Thousand Only). As required under the referred Section of the Companies Act 2013and relevant Rules the remuneration payable to the Cost Auditor is required to be placedbefore the Members in a General Meeting for their ratification. Accordingly a resolutionseeking Members ratification for the remuneration payable to M/s Jain Sharma andAssociates Cost Auditors has been included in the Notice convening the Tenth AnnualGeneral Meeting.
Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates CostAuditors in respect of Financial Year 2017-18 is as follows.
|Financial Year ||2017-18 |
|Due Date of Filing Cost Audit Report ||6th September 2018 |
|Date of Filing Cost Audit Report ||4th September 2018 |
During the year the Cost Auditors had not reported any matter under Section 143(12) ofthe Companies Act 2013. Therefore no detail is required to be disclosed under Section134(3)(ca) of the Companies Act 2013.
21. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. J.K. Gupta & Associates Company Secretaries to conduct SecretarialAudit of the Company for the financial year 2018-19. The Secretarial Audit Report given byM/s. J.K. Gupta & Associates in Form MR-3 is annexed to this report as Annexure C.The said report does not contain any qualification reservation adverse remark ordisclaimer. During the year the Secretarial Auditors had not reported any matter underSection 143(12) of the Companies Act 2013.
Therefore no detail is required to be disclosed under Section 134 (3) (ca) of theCompanies Act 2013.
During the year under review the Company has complied with the requirements ofmandatory secretarial standards issued by The Institute of Company Secretaries of India.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2)(e) and 34 (3) of the Listing Regulations read with Para B ofSchedule V is presented in a separate Section forming part of this Annual Report.
23. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 (3) read with Para C of Schedule V of Listing Regulationsthe Corporate Governance Report of the Company for the year under review and the Auditor'sCertificate regarding compliance of conditions of Corporate Governance is annexed to thisreport.
In compliance with the requirements of Regulation 17 (8) of Listing Regulations acertificate from the Chief Executive Officer and Chief Financial Officer of the Companywho are responsible for the finance function was placed before the Board.
All the Board Members and Senior Management Personnel of the Company had affirmedcompliance with the Code of Conduct for Board and Senior Management Personnel. Adeclaration to this effect duly signed by the Chief Executive Officer is enclosed as apart of the Corporate Governance Report.
24. EXTRACT OF ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management & Administration) Rules 2014 the extract of Annual Return inForm MGT -9 is annexed to this report as Annexure D and is also available on theCompany's website www.inoxwind.com.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information in respect of conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 in the manner prescribed is annexed tothis report as Annexure E.
26. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed to this report as Annexure F.
In accordance with the provisions of Section 197 (12) of the Companies Act 2013 readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the name and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said Rule formspart of this report.
In terms of Section 136 of the Companies Act 2013 the Report and Accounts are beingsent to the Members of the Company excluding information on employees' particulars whichis available for inspection by the Members at the Registered Office of the Company duringthe business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining such information he/ she maywrite to the Company Secretary at the Corporate Office of the Company.
27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Company comprises of ShriDevansh Jain Non Independent Director Shri Kailash Lal Tarachandani Non IndependentDirector and Shri Shanti Prashad Jain Independent Director of the Company. The CSR Policyof the Company is disclosed on the website of the Company which can be viewed athttps://www.inoxwind.com/wp-content/uploads/2014/11/CSR-Policy-Inox-Wind-Limited.pdf. Thereport on CSR activities as per Companies (Corporate Social Responsibility) Rules 2014 isannexed to this Report as Annexure G.
28. SAFETY HEALTH AND ENVIRONMENT
Safety health and environment have been of prime concern to the Company and necessaryefforts were made in this direction in line with the safety health and environment policylaid down by the Company. The Company has achieved certification of ISO: 14001:2004(Environment Management System) and certification of OHSAS 18001:2007 (Occupational Healthand Safety Management System) for its Una and Rohika Units. Health of employees is beingregularly monitored and environment has been maintained as per statutory requirements.
The Company's property and assets have been adequately insured.
The Board of Directors of the Company at its Meeting held on 4th November2017 approved the Enterprise Risk Management (ERM) Framework of the Company which isderived from COSO ERM Aligning Risk with Strategy and Performance 2016 (Draft)framework established by committee of sponsoring organizations. Accordingly EnterpriseRisk Management is "The culture capabilities and practices integrated withstrategy-setting and its execution that organizations rely on to manage risk in creatingpreserving and realizing value". The Company has therefore adopted Residual riskapproach and the Board of Directors at its Meeting held on 18th May 2018approved Enterprise Risk Register Risk Reporting and its Monitoring system. In theBoard's view there are no material risks which may threaten the existence of theCompany. For further details please refer to the Management Discussion and AnalysisReport annexed to this report.
31. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place Prevention Prohibition and Redressal of Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Your Company has formed an InternalComplaints Committee (ICC) to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this Policy.
During the year under review no complaint on sexual harassment was received.
32. MATERIALCHANGESANDCOMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which affect the financial positionof the Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this report.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and Company's operations in future.
Your Directors express their gratitude to all other external agencies for theassistance co-operation and guidance received. Your Directors place on record their deepsense of appreciation for the dedicated services rendered by the workforce of theCompany.
By Order of the Board of Directors
|Place: Noida |
|Date: 9th August 2019 |
|Kailash Lal Tarachandani ||Devansh Jain |
|Whole-time Director & CEO ||Whole-time Director |
|DIN:06388564 ||DIN:01819331 |