To the Members of INOX WIND LIMITED
Your Directors take pleasure in presenting to you their Ninth Annual Report togetherwith the Audited Financial Statements for the Financial Year ended on 31st March 2018.
1. FINANCIAL RESULTS
Following are the working results for the Financial Year 2017-18:
|Particulars ||Consolidated ||Standalone |
| ||` in Lakhs ||` in Lakhs |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|I Revenue from Operations ||47984 ||341500 ||21243 ||286322 |
|II Other income ||2565 ||8410 ||3441 ||12047 |
|III Total Revenue Income (I+II) ||50549 ||349910 ||24684 ||298369 |
|IV Total Expenses ||78595 ||307229 ||48647 ||263576 |
|V Share of Profit/(Loss) of associates ||(2) ||- ||- ||- |
|VI Profit/(Loss) before tax (III IV+V) ||(28048) ||42681 ||(23963) ||34793 |
|VII Total Tax expense ||(9286) ||12351 ||(8246) ||9161 |
|VIII Profit/(Loss) for the year (VI - VII) ||(18762) ||30330 ||(15717) ||25632 |
|IX Other comprehensive income ||231 ||(53) ||178 ||(54) |
|X Total other comprehensive income (VIII + IX) ||(18531) ||30277 ||(15539) ||25578 |
Detailed analysis of the Financial and Operational Performance of the Company has beengiven in the Management Discussion and Analysis 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 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Consolidated Financial Statements of the Company for theFinancial Year 2017-18 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 2017-18 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 year ended 31st March2018.
In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a Rs. Dividend Distribution PolicyRs. and details of the same have beenuploaded on the Company's website; www.inoxwind.com.
4. TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to GeneralReserves.
5. MINIMUM PUBLIC SHAREHOLDING
The Company has complied with the minimum public shareholding requirements specified inRule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules1957 read withRegulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015in the manner as specified by the Board as Gujarat Fluorochemicals Limited the Promoterof the Company and other Promoter Group entities had made an Offer for Sale("OFS") through stock exchange mechanism and disinvested 23561331 equityshares of face value of ` 10/- each representing 10.62% of the total paid up equity sharecapital of the Company. Accordingly post OFS the Promoter and Promoter Group'sShareholding in the Company reduced from 85.62% to 75% of the total equity share capitalof the Company with effect from 22nd March 2018.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors recommend appointment/ re-appointment of following Directors:
Appointment of Shri Deepak Asher (DIN: 00035371) who retires by rotation andbeing eligible offers himself for reappointment.
Re-appointment of Shri Rajeev Gupta (DIN: 01773304) as Whole-time Director ofthe Company for a period commencing from 1st April 2018 to 18th May 2018 as he resignedfrom the Directorship of the Company due to health issues with effect from 18th May2018.
Appointment of Shri Kailash Lal Tarachandani Chief Executive Officer (CEO)(DIN: 06388564) as Whole-time Director & CEO of the Company for a period of one yearwith effect from 19th May 2018.
Re-appointment of Shri Shanti Prashad Jain (DIN: 00023379) and Shri V.Sankaranarayanan (DIN: 01184654) Independent Directors of the Company for a second termof five years both st April 2019.
Necessary Resolutions in respect of Directors seeking appointment /re-appointment and their brief resume pursuant to regulation 36(3) of the ListingRegulations are provided in the Notice of the Annual General Meeting forming part of thisAnnual Report.
7. NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure A. The Policy of Nomination and Remuneration Committee asapproved by the Board may be accessed on the Company's website at the link:http://www.inoxwind.com/wp-content/uploads/2014/11/Nomination__Remuneration_Policy_IWL.pdf
8. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingindependence as prescribed under the provisions of Section 149 (6) the Companies Act 2013read with the Schedules and Rules made thereunder as well as Regulation 16 of ListingRegulations (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force).
9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is given in theCorporate Governance Report.
10. 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 Evaluation of Board as a whole Committees of Board and Individual Directorsfor the Financial Year 2017-18. Further based on the feedback received by the Companythe Nomination and Remuneration Committee at its Meeting held on 2nd February 2018 hadnoted that Annual Performance of each of the Directors is highly satisfactory andrecommended to the Board to continue the terms of appointment of all the IndependentDirectors of the Company and the Board of Directors of the Company at its Meeting held on2nd February 2018 noted that the performance of Board Committees of the Board andIndividual Directors and Chairperson (including Chairperson CEO and IndependentDirectors) is evaluated as highly satisfactory by this evaluation process.
11. 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.
12. 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 31 st March2018 the applicable Accounting Standards and Schedule III of the Companies Act 2013 havebeen 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 loss 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 with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. 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 Nos. 7 37 and 46 to the Standalone Financial Statements ofthe Company.
14. 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:http://www.inoxwind.com/wp-content/uploads/2014/11/Policy-on-Materiality-of-Related-Party-Transactions-IWL.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.
16. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES
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 (Rs. AGMRs. ). 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 theperformance and financial position of each of the Subsidiaries of the Company is annexedto this report in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129of the Companies Act 2013 and Rule 5 of Companies (Accounts) Rules 2014 is annexed tothis Report as Annexure B.
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 in the IndependentAuditor's Report. The notes forming part of the accounts are self-explanatory and do notcall for any further clarifications under Section 134 (3) (f) of the Companies Act 2013.
19. INDEPENDENT AUDITORS
The Members at their 6th Annual General Meeting (AGM) held on 19th September 2015 hadappointed M/s. Patankar & Associates Chartered Accountants Pune as IndependentAuditors of the Company from the conclusion of 6th AGM until conclusion of 11th AGM.However they have expressed their inability to continue as Independent Auditors of theCompany from the conclusion of the ensuing 9th AGM due to time constraints caused by theirother commitments and engagements. The Board based on recommendation of the AuditCommittee has recommended to the Members the appointment of M/s. Dewan P.N. Chopra &Co. Chartered Accountants (Firm Registration No. 000472N) as Independent Auditors of theCompany to hold office from 9th AGM till the conclusion of 14th AGM.
Accordingly a resolution seeking MembersRs. approval for the appointment of M/s. DewanP.N. Chopra & Co. as the Independent Auditors of the Company is included in the Noticeconvening the 9th AGM.
The Independent Auditors M/s. Dewan P.N. Chopra & Co Chartered Accountants haveconfirmed that their appointment if made will be in accordance with Section 139 of theCompanies Act 2013 and they satisfy the criteria laid down in Section 141 of theCompanies Act 2013.
20. COST AUDITOR
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 Company has re-appointed M/s. Jain Sharma and AssociatesCost Auditors (Firm Registration No. 000270) to audit the cost records maintained by theCompany for Financial Year 2017-18 on a remuneration of Rupees 187000 (Rupees One Lakhand Eighty Seven Thousand Only). As required under the referred Section of the CompaniesAct 2013 and relevant Rules the remuneration payable to the Cost Auditor is required tobe placed before the Members in a General Meeting for their ratification. Accordingly aresolution seeking MembersRs. ratification for the remuneration payable to M/s Jain Sharmaand Associates Cost Auditors was included in the Notice convening the Eigth AnnualGeneral Meeting.
Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates CostAuditors in respect of Financial Year 2016-17 is as follows.
|Financial Year : ||2016-17 |
|Due Date of Filing Cost Audit Report: ||30th September 2017 |
|Date of Filing Cost Audit Report: ||15th September 2017 |
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 Board hadappointed M/s. J.K. Gupta & Associates Company Secretaries Delhi (Firm'sRegistration No. S1996DE017300) to conduct Secretarial Audit of the Company for theFinancial Year 2017-18. The Secretarial Audit Report given by M/s. J.K. Gupta &Associates in Form MR-3 which has no qualifications is annexed to this report as AnnexureC.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management 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
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 asprovided in Form MGT -9 is annexed to this report as Annexure D.
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
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 isannexed to this report.
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
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 employeesRs. particulars asrequired under Rules 5 (2) and 5(3) of the Companies (Appointment of Managerial Personneland Remuneration) Rules 2014 which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining such information he/she may write to the Company Secretary at the CorporateOffice 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 athttp://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.
30. RISK MANAGEMENT
The Board of Directors of the Company at its Meeting held on 4th November 2017approved the Enterprise Risk Management (ERM) Framework of the Company which is derivedfrom COSO ERM Aligning Risk with Strategy and Performance 2016 (Draft) frameworkestablished by committee of sponsoring organizations. Accordingly Enterprise RiskManagement 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 2018 approvedEnterprise Risk Register Risk Reporting and its Monitoring system. In the Board's viewthere are no material risks which may threaten the existence of the Company. For furtherdetails please refer to the Management Discussion and Analysis Report annexed to thisreport.
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 Internal Complaints Committee (ICC) to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy.
The following is the summary of sexual harassment complaints received and disposed offduring the financial year 2017-18.
|No. of Complaints Received ||Nil |
|No. of Complaints disposed off ||Not Applicable |
32. MATERIAL CHANGES AND COMMITMENTS 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 are no material changes or commitments 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 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 the Company.
| ||By Order of the Board of Directors || |
| ||Devansh Jain ||Siddharth Jain |
|Place : Noida ||Whole-time Director ||Director |
|Date : 11th June 2018 ||DIN: 01819331 ||DIN: 00030202 |