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Inox Wind Energy Ltd.

BSE: 543297 Sector: Infrastructure
NSE: IWEL ISIN Code: INE0FLR01028
BSE 00:00 | 12 Aug 531.85 -10.95
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531.00

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531.85

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NSE 00:00 | 12 Aug 532.85
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553.05

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554.90

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OPEN 531.00
PREVIOUS CLOSE 542.80
VOLUME 12
52-Week high 992.00
52-Week low 442.95
P/E 5.97
Mkt Cap.(Rs cr) 585
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 531.00
CLOSE 542.80
VOLUME 12
52-Week high 992.00
52-Week low 442.95
P/E 5.97
Mkt Cap.(Rs cr) 585
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inox Wind Energy Ltd. (IWEL) - Director Report

Company director report

The Composite Scheme of Arrangement between Inox Renewables Limited ("TransferorCompany" or "Inox Renewables") GFL Limited ("First TransfereeCompany" or "GFL") (where the context so required "DemergedCompany") and Inox Wind Energy Limited ("Second Transferee Company" or"IWEL" or "the Company") ("the Scheme") in the nature ofAmalgamation of Inox Renewables Limited with GFL Limited and further Demerger and transferof the Renewable Energy business from GFL to Inox Wind Energy Limited was approved by theHon'ble National Company Law Tribunal Ahmedabad Bench on 25th January 2021.The said NCLT order was filed by both the companies with the Registrar of Companies andthe Scheme became effective w.e.f. 9th February 2021. Accordingly all assetsand liabilities of Renewables Energy Business were transferred to Inox Wind EnergyLimited. The Equity Shares of the Company were listed on the Stock Exchanges w.e.f. 11thJune 2021.

To the Members of Inox Wind Energy Limited

Your Directors take pleasure in presenting to you their First Annual Report of yourCompany together with Audited Financial Statements for the Financial Year from 6thMarch 2020 (i.e. from the date of incorporation of the Company) to 31st March2021.

1. Financial Performance

The financial performance of your Company for the Financial Year ended on 31stMarch 2021 is highlighted below:

Amount (Rs. in Lakhs)

Particulars Consolidated Standalone
6th March 2020 to 31st March 2021 6th March 2020 to 31st March 2021
I. Revenue from Operations 71761 761
II. Other income 13273 7175
III. Total Revenue (I+II) 85034 7936
IV. Less: Total Expenses 130617 9167
V. Less: Expenditure Capitalised 1086 -
VI. Net Expenses (IV-V) 129531 9167
VII. Share of profit / (loss) of joint ventures and associates (2643) -
VIII. Profit before exceptional items and tax (III-VI+VII) (47140) (1231)
IX. Profit before tax (VIII+IX) (47140) (1231)
X. Total Tax expense (13994) 1203
XI. Profit/(Loss) for the period (IX-X) (33146) (2434)
XII. Other comprehensive income 41 15
XIII. Total comprehensive income (33105) (2419)

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 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued there under the Consolidated Financial Statements of the Company for theFinancial Year ended 31st March 2021 have been prepared in compliance withapplicable Accounting Standards (Ind AS) prescribed under Section 133 of the CompaniesAct 2013 and other recognized accounting practices and policies to the extent applicableand on the basis of Audited Financial Statements of the Company its subsidiaries andassociate companies as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditor's Report form part ofthis Annual Report. The Audited Standalone and Consolidated Financial Statements for theFinancial Year 2020-21 shall be laid before the Annual General Meeting for approval of theMembers of the Company.

3. Scheme of Arrangement and Share Capital

During the Financial Year under review the Hon'ble National Company Law TribunalAhmedabad Bench (NCLT) vide its order dated 25th January 2021 approved aScheme of Arrangement between Inox Renewables Limited ("Transferor Company" or"Inox Renewables") GFL Limited ("First Transferee Company" or"GFL") (where the context so required "Demerged Company") and InoxWind Energy Limited ("Second Transferee Company" or "IWEL" or"the Company") ("the Scheme") in the nature of Amalgamation of InoxRenewables Limited with GFL Limited and further Demerger and transfer of the RenewableEnergy business to Inox Wind Energy Limited. The said NCLT order was filed by both thecompanies with the Registrar of Companies and the Scheme became effective w.e.f. 9thFebruary 2021.

Actions arising out of approval of the Scheme of Arrangement

During the Financial Year under review pursuant to NCLT order and Scheme ofArrangement referred above the Company has taken the following actions:

• Increase of Authorised Share Capital

The Authorised Share Capital of the Company stand increased from Rs. 100000 to Rs.1101100000 divided into 110110000 equity shares of Rs. 10 each as on 31st March2021.

• Cancellation of Pre- scheme Paid-up Share Capital

The Pre-Scheme Paid-up Share Capital of the Company i.e. Rs. 100000 stand cancelledpursuant to the Scheme of Arrangement.

• Shares Allotment and increase of Paid-up Share Capital

The Company issued and allotted fully paid-up

1.09.85.000 equity shares having a face value of Rs. 10 each to the ShareholdersPromoters and Promoter Group in proportion of their holding in GFL Limited and the Paid-upShare Capital of the Company stood at Rs. 109850000 divided into 10985000 EquityShares of Rs. 10 each as on 31st March 2021.

• Listing of Shares

1.09.85.000 Equity Shares of Rs.10 each of the Company were listed on BSE Limited andNational Stock Exchange of India Limited with effect from 11th June 2021.

4. Dividend

Your Directors after considering various external factors that may have an impact onthe business of the Company have not recommended any dividend for the Financial Yearended 31st March 2021.

In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a ‘Dividend Distribution Policy' and details of the same have beenuploaded on the Company's website https://www.iwel.co.in/pdf/policy/Dividend%20Distribution%20Policy.pdf.

5. Transfer to Reserves

During the year under review the Company has not transferred any amount to the GeneralReserves.

6. Directors and Key Managerial Personnel

Appointments/ Resignations during the year under review and up to the date of thisreport:

• Mr. Shanti Prashad Jain (DIN: 00023379) Director of the Company was appointedas a Chairman of the Board of Directors of the Company with the effect from 26th February2021.

• Mr. Devansh Jain (DIN: 01819331) was appointed as an Additional Director of theCompany with the effect from 26th February 2021.

• Mr. Vineet Valentine Davis (DIN: 06709239) was appointed as an Additional &Whole-time Director of the Company both with effect from 26th February 2021.

• Mr. Narayan Lodha was appointed as Chief Financial Officer of the Company witheffect from 26th February 2021.

• Mr. Deepak Banga was appointed as Company Secretary and Compliance Officer ofthe Company with effect from 26th February 2021.

• Mr. Deepak Asher (DIN:00035371) resigned from the Directorship of the Companywith effect from 13th October 2020.

7. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is uploaded on the Company'swebsite www.iwel.co.in. The salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directorsand who may be appointed in Senior Management of the Company in accordance with thecriteria laid down by Nomination and Remuneration Committee and recommend to the Boardtheir appointment and removal;

b. To formulate criteria for determining qualification positive attributes andIndependence of a Director; and

c. To determine the composition and level of remuneration including reward linked withthe performance which is reasonable and sufficient to attract retain and motivateDirectors KMP Senior Management Personnel & other employees to work towards the longterm growth and success of the Company.

8. Declaration of Independence

Mr. Shanti Prashad Jain and Ms. Vanita Bhargava Independent Directors of the Companyhave given the declaration and confirmation to the Company as required under Section149(7) of the Companies Act 2013 and Regulation 25(8) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 confirming that they meet the criteria ofindependence and that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective of independent judgement and without any externalinfluence. They have also confirmed that they have complied with the Code of Conduct asprescribed in the Schedule IV to the Companies Act 2013 and Code of Conduct for Directorsand Senior Management Personnel formulated by the Company.

In terms of Section 150 of the Act and rules framed thereunder the above IndependentDirectors have registered themselves in the databank of Independent Directors maintainedby the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearingfor the online proficiency selfassessment test.

The Board of Directors further confirms that the Independent Directors also meet thecriteria of expertise experience integrity and proficiency in terms of Rule 8 of theCompanies (Accounts) Rules 2014 (as amended).

9. Familiarisation Programme for Independent Directors

The Equity Shares of the Company were listed on Stock Exchanges i.e. BSE Limited andNational Stock Exchange of India Limited w.e.f. 11th June 2021. Thus theprovisions of the Listing Regulations on the subject were not applicable to the Companyfor the Financial Year ended 31st March 2021.

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 Individual Directors andChairperson of the Company fulfillment of the independence criteria and independence ofIndependent Directors from the management for the Financial Year 2020-21. Further basedon the feedback received by the Company the Board evaluated and noted that the AnnualPerformance of each of the Directors is highly satisfactory and decided to continue theterms of appointment of all the Independent Directors of the Company.

11. Meetings of the Board

During the year under review the Board met Eleven 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. Directors' Responsibility Statement as per subsection (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 2021 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material 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 and 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 the assets of theCompany 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. For details please refer to Note Nos. 31(a) and 31(b) of the StandaloneFinancial Statements of the Company.

14. Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the year underreview with Related Parties are approved by the Audit Committee and/or Board as per theprovisions 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.iwel.co.in/pdf/policy/Related%20Party%20

Transaction%20Policy.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.

15. Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013.

16. Subsidiaries Joint Ventures and Associate Companies

A separate statement containing the salient features of financial statements of allsubsidiaries and associates of the Company forms a part of consolidated financialstatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. In accordance with Section 136 of the Companies Act 2013 thefinancial statements of the subsidiaries joint ventures associate companies areavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting (AGM'). Any Member desirous of obtaining a copy of the saidfinancial statements may write to the Company Secretary at the Corporate Office of theCompany. The financial statements including the consolidated financial statementsfinancial statements of subsidiaries and all other documents required to be attached tothis report have been uploaded on the website of the Company; www.iwel.co.in. The Companyhas formulated a policy for determining material subsidiaries. The policy may be accessedon the website of the Company; www.iwel.co.in.

The Report on the performance and financial position of each of the subsidiaries andassociates Companies of the Company is annexed to this report in Form No. AOC-1 pursuantto first proviso to sub-section (3) of Section 129 of the Companies Act 2013 and Rule 5of Companies (Accounts) Rules 2014 as Annexure A.

17. Audit Committee and other Board Committees

The details pertaining to the composition of the Audit Committee and other BoardCommittees and their roles terms of reference etc. are included in the CorporateGovernance Report which forms part of this Annual Report.

18. Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of theListing Regulations the Company is required to establish an effective vigil mechanism forDirectors and Employees to report improper acts or genuine concerns or any leak or suspectleak of Unpublished Price Sensitive Information. The Company has accordingly established aVigil Mechanism through "Whistle Blower Policy" for all its Directors andEmployees to report improper acts. The details of the said mechanism and policy areavailable on the Company's website; www.iwel.co.in.

19. Internal Financial Controls

The Company has adequate Internal Financial Controls commensurate with its size andnature of its business. The Board reviews Internal Financial Controls of the Company andthe Audit Committee monitors the same.

20. Independent Auditor's Report

There are no reservations modifications 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.

21. Independent Auditors

M/s. Dewan P.N. Chopra & Co. Chartered Accountants Delhi were appointed as FirstAuditors of the Company at the Board Meeting held on 7th March 2020. TheAuditor shall hold the office upto the first Annual General Meeting of the Company.

The Independent Auditors M/s. Dewan P.N. Chopra & Co. have given their consentand confirmed that their reappointment if made in the ensuing Annual General Meeting ofthe Company will be in accordance with Section 139 of the Companies Act 2013 and theysatisfy the criteria laid down in Section 141 of the Companies Act 2013.

22. Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Company is not required to appoint the Cost Auditors.

23. Secretarial Auditors

The provisions of Section 204 of the Companies Act 2013 regarding appointment ofSecretarial Auditors to conduct the audit of the secretarial and related records were notapplicable on the Company for the Financial Year ended 31st March 2021.

As the provisions on the subject have now become applicable the Company has appointedM/s. Samdani Shah & Kabra a firm of Practising Company Secretaries Vadodara Gujaratto conduct the Secretarial Audit of the Company for the Financial Year 2021-22.

24. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Audit Committee/ Board ofDirectors or to the Central Government. Therefore no detail is required to be disclosedunder Section 134(3)(ca) of the Companies Act 2013.

25. Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Para B of Schedule V of the Listing Regulations is presentedin a separate section forming part of this Annual Report.

26. Corporate Governance Report

Pursuant to Regulation 34(3) read with Para C of Schedule V of Listing Regulations theCorporate Governance Report of the Company for the year under review is presented in aseparate section forming part of this Annual Report and the Certificate from a PracticingCompany Secretary regarding compliance of conditions of Corporate Governance is annexed tothis report as Annexure B.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a certificate from the Whole-time Director andChief Financial Officer of the Company who are responsible for the finance function wasplaced 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 Whole-time Director is annexed as a part ofthe Corporate Governance Report.

27. Business Responsibility Report

The Equity Shares of the Company were listed on Stock Exchanges i.e. BSE Limited andNational Stock Exchange of India Limited w.e.f. 11th June 2021. Thus theprovisions of the Listing Regulations on the subject were not applicable to the Companyfor the Financial Year ended 31st March 2021.

28. Annual Return

Pursuant to Section 134(3)(a) of the Act the copy of the Annual Return in Form MGT-7 has been placed on the Company's website and the same can be accessed at https://www.iwel.co.in/pdf/IWEL-%20Annual%20Return%202020-21%20 -Website.pdf.

29. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

During the year under review there is no information to be provided in respect ofconservation of energy technology absorption foreign exchange earnings and outgo to begiven pursuant to Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014. There were no foreign exchange earnings and out goduring the financial year ended 31st March 2021.

30. Particulars of Employees

The disclosure pertaining to remuneration and other details as required under Section197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is as under:

Rule 5(1)(i) and (ii): Not Applicable as no remuneration was paid to any of theDirectors and Key Managerial Personnel during the year under review.

Rule 5(iii): Percentage increase in the median remuneration of employees is Nil.

Rule 5 (iv): The number of permanent Employees on the rolls of the Company as on 31stMarch 2021 was 5.

Rule 5(viii): Average percentile increase already made in the salaries of employeesother than managerial personnel is Nil.

Rule 5(xii): It is confirmed that the remuneration is as per the Remuneration Policy ofthe Company.

There was no employee drawing remuneration in excess of the limits set out underSection 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended.

31. Corporate Social Responsibility (CSR) Activities

The provisions of Section 135(5) of the Companies Act 2013 which requires Company tospend atleast 2% of the average net profits of last three immediately preceding financialyears on CSR activities is not applicable to the Company as the year under review is thefirst Financial Year of the Company.

32. 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. Health of employees is being regularly monitored and environmenthas been maintained as per statutory requirements.

33. Insurance

The Company's property and assets have been adequately insured.

34. Risk Management

Risk management is integral to your Company's strategy and for the achievement of ourlong-term goals. Our success as an organization depends on our ability to identify andleverage the opportunities while managing the risks. The Company proactively identifiesits business risks and systemically resolves all the risks.

Our approach to risk management is designed to provide reasonable assurance that ourassets are safeguarded the risks facing the business are being assessed and mitigated andall information that may be required to be disclosed is reported to Company's SeniorManagement including where appropriate the Whole-time Director the Chief FinancialOfficer the Audit Committee and the Board.

Mitigation plans in relation to significant risks are well integrated with functionaland business plans and are reviewed on a regular basis by the senior leadership. TheCompany endeavors to continually sharpen its Risk Management systems and processes in linewith a rapidly changing business environment. There are no risks which in the opinion ofthe Board threaten the existence of the Company. However some of the risks which may posechallenges are set out in the Management Discussion and Analysis which forms part of thisAnnual Report.

35. Information under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Your Company has formed an Internal Complaints Committee (ICC) to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed ofduring the Financial Year ended 31st March 2021:

No. of Complaints Received Nil
No. of Complaints disposed of Not Applicable

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

36. Significant and Material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's Operations in future

Except details given in Para 3 above there are no orders passed by the Regulators orCourts or Tribunals impacting the going concern status and the Company's operations infuture.

37. 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 and 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.

38. Acknowledgement

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.

For and on behalf of the Board of Directors Vineet Valentine Davis Devansh Jain
Place: Noida Whole-time Director Director
Date: 13th August 2021 DIN: 06709239 DIN: 01819331

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