KINTECH RENEWABLES LIMITED
Your Directors present the Thirty-Fourth Annual Report of your Company together withthe Audited Standalone and Consolidated financial statements for the financial year endedMarch 31 2019.Consolidated performance of the Company and its subsidiary has beenreferred to wherever required.
1. FINANCIAL RESULTS
The summary of audited standalone and consolidated financial results for the year endedMarch 31 2019 are as under: (In Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenue ||11800411 ||10455002 ||37276099 ||48899056 |
|Total Expenses ||9825242 ||7969507 ||44458546 ||40014168 |
|Profit (Loss) Before Tax ||1975170 ||2485496 ||(7182447) ||8884888 |
|Tax Expenses/Deferred Tax ||(505555) ||(658387) ||16119174 ||(2748711) |
|Net Profit/(Loss) After Taxation ||1469615 ||1827109 ||8936727 ||6136177 |
2. COMPANY'S PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
Kintech Renewables Limited is an Independent Power Producer Company engaged in thebusiness of power generation electric power light and supply and to generate andaccumulate electric power and renewable energy i.e. wind solar. Further the company isalso Engineering Procurement and Construction (EPC) Company which is in the business ofturnkey wind / solar power solutions like wind farm / solar rooftop development windpower generation and wind turbine installation and maintenance services.
The Company has achieved total revenue of Rs. 11800411/- as against of Rs.10455002/- in the previous year. Net profit for the year is Rs. 1469615/- ascompared to the net profit of Rs. 1827109/- in the previous year. Your Company isstriving hard to perform better in the current year.
During the year under review the consolidated total revenue was Rs. 37276099/- asagainst Rs. 48899056 in the previous year. The consolidated Net profit for the year wasRs. 8936727/- as compared to Rs. 6136177 in the previous year.
3. TRANSFER TO RESERVES
During the financial year under review the Company has not transferred any amount toGeneral Reserves.
Your Directors recommend dividend of Rs. 1/- per equity share (i.e. 10%) on the equityshares of Rs. 10/- each for the year ended on 31st March 2019.
5. MATERIAL CHANGES AND ITS COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate to and the date of this report.
6. FIXED DEPOSITS
Your Company has not accepted or invited any Deposits from the public and consequentlyno Deposits have matured/become due for re-payment as on 31st March 2019.
7. SUBSIDIARY COMPANY
The Company has one Wholly Owned Subsidiary (WOS) Company viz. Divine Windfarm PrivateLimited (CIN U40300GJ2012PTC073118) which is engaged in the business of Generation ofRenewable Energy. There has been no material change in the nature of the business of theSubsidiary.
8. CONSOLIDATED FINANCIAL STATEMENTS
The Board reviews the affairs of the Company's subsidiary during the year at regularintervals. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company and its subsidiary which formpart of this Annual Report. Further a statement containing salient features of theFinancial Statements of its subsidiary in Form AOC-1 as annexed in Annexure Bwhich forms part of the Annual Report. The statement also provides the details ofperformance and financial position of its subsidiary. In accordance with Section 136 ofthe Companies Act 2013 the audited Financial Statements including the ConsolidatedFinancial Statements and related information of the Company form part of this AnnualReport. The audited accounts of its subsidiary are available on the website of thecompany at weblink: http://kintechrenewables.com/wp-content/uploads/2019/08/Divine-2018-19-Financials-IND-AS-Signed-Copy.pdf
These Documents will also be available for inspection at registered office duringnormal business hours (10:00 A.M. to 6:30 P.M.) on working days up to and including thedate of Annual General Meeting of the Company. The Company will also make available thesedocuments upon request by any Member of the Company interested in obtaining the same. TheCompany has framed a policy for determining material subsidiaries which has been postedon the Company's website: http://kintechrenewables.com/
Highlights of performance of subsidiary their contribution to the overall performanceof the Company during the period under report:
The performance and business highlights of the subsidiary of the Company during theFinancial Year 2018-19 are as mentioned hereunder:
Divine Windfarm Private Limited (DWPL' Wholly-owned Subsidiary company):
DWPL is into the business of Renewable Energy and recorded a total income ofRs27713360/- and Profit/loss before tax of Rs. (9157617)/- and Profit/loss after taxis Rs. 7467112/- for the Financial Year 2018-19 under review.
This subsidiary is engaged in the business of generation of Renewable Energy since manyyears. It is also an Independent Power Producer Company (IPP) incorporated under theCompanies Act 1956. During the period under review DWPL has sold its wind farmundertaking to third party as identified by the Board of Directors through the executionof Business Transfer Agreement dated 14th November 2018 on a Slump Sale basis.
9. LISTING OF SHARES AND LISTING FEES
The equity shares of the Company are listed on Bombay Stock Exchange (BSE) Limited videScrip Code 512329. The Company confirms that it has paid the annual listing fees for theFinancial Year 2019-20 to BSE Limited Mumbai.
10. NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year underreview.
11. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards (SS) viz. SS-1 & SS-2 onMeetings of the Board of Directors and General Meetings issued by the Institute of CompanySecretaries of India have been complied with respectively.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152(6) of the Companies Act 2013 and Articles of Association ofthe Company Mr. Ambalal Chimanlal Patel (DIN 00385601) will retire by rotation at theensuing AGM and is eligible for re-appointment at the ensuing Annual General Meeting ofthe Company.
Pursuant to the Regulation 36(3) and 26(4) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandard-2 on General Meetings ("SS-2") Issued by The Institute Of CompanySecretaries Of India A brief resume and other relevant details of Independent Directorsare given in the explanatory statement to the notice convening Annual General Meeting ofthe Company. During the year under review there was no change in the Key ManagerialPersonnel of the Company. As at March 31 2019 the Company had the following KMPs:
|Name of the Key Managerial Personnel ||Designation |
|1. Mr. Jigar Jasavantlal Shah ||Managing Director |
|2. Mr. Harshal Virendra Gandhi ||Company Secretary |
|3. Mr. Daxesh Pravinchandra Kapadia ||Chief Financial Officer |
In terms of the requirements of the Companies Act 2013 the Independent Directors (Mr.Manoj Kumar Jain and Mrs. Rashmi Otavani) of the Company were re-appointed for the furtherperiod of Five years (second term) on the Board of the Directors of the Company commencingfrom the date of conclusion of this Annual General Meeting till the conclusion ofThirty-Nineth ensuing Annual General Meeting of the company subject to approval ofshareholders and not liable to retire by rotation on the Board of the Company.
In view of the same the Board of Directors have on the basis the recommendation of theNomination and Remuneration Committee proposed to re-appoint Mr. Manoj Kumar Jain and Mrs.Rashmi Otavani as the Independent Directors of the Company for a second term. A resolutionproposing re-appointment of Independent Directors of the Company for the second termpursuant to Section 149(6) of the Companies Act 2013 forms part of the Notice of AnnualGeneral Meeting. The Company has received the requisite Notice from a Member in writingproposing the appointment of Mr. Manoj Kumar Jain and Mrs. Rashmi Otavani as IndependentDirectors of the Company. Further Mr. Hemant Parikh Independent Director of the companyhas been appointed by the members of the company at 33rd Annual General meeting of thecompany by passing Ordinary resolution.
All the Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
None of the Directors of the Company is disqualified from being appointed orre-appointed as a Director as specified under Section 164 of the Companies Act 2013.
13. SCHEME OF ARRANGEMENT:-
Subsequent to the year end the Board of Directors of the Company at its Meeting heldon 11th June 2019 subject to requisite approvals/consents approved the Scheme ofarrangement in nature of Amalgamation of Divine Windfarm Private Limited a wholly ownedsubsidiary of the Company ("Divine") with the Company and their respectiveShareholders ("Scheme") under the provisions of sections 230 to 232 of theCompanies Act 2013. The Appointed Date of the Scheme would be 1st April 2019 and theentire assets and liabilities of Divine would be transferred to and recorded in theCompany. Upon the Scheme being effective all equity shares held by the Company in Divineas on the Effective Date shall stand cancelled without any further act or deed.
14. EVALUATION OF BOARD
The Evaluation of Board its committee individual Directors (Independent and NonIndependent Directors) and Chairman was carried out as per the process and criteria laiddown by the Board of Directors based on the recommendation of the Nomination andRemuneration Committee.
During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors. The exercise was carried outthrough a structured evaluation process covering various aspects of the Boards functioningsuch as composition of the Board & Committees experience & competenciesperformance of specific duties & obligations governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors including the BoardChairman who were evaluated on parameters such as attendance contribution at the meetingsand otherwise independent judgement safeguarding of minority shareholders interest etc.The feedback on the evaluation of Individual Directors was discussed individually withthem. The evaluation of Chairman was co-ordinated by the Chairman of the IndependentDirectors meeting. During the year under review in line with the requirements under theAct the Independent Directors had a separate Meeting on February 12 2019 without thepresence of the Management team and the Non-Independent Directors of the Company.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING
QUALIFICATION POSITIVE ATTRIBUTES INDEPENDENCE OF DIRECTOR
The Board has adopted Nomination and Remuneration Policy to align with the requirementof SEBI (LODR) Regulations and formulated Nomination Remuneration and Evaluation PolicyCriteria for determining/appointing directors and senior management personnel theirremuneration evaluation criteria in accordance with the provisions of Section 178 of theCompanies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT
The Nomination and Remuneration Committee (NRC) has approved the criteria and processfor identification / appointment of Directors which are as under:
A. Appointment Criteria and Qualifications:
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
The Committee has discretion to consider and fix the criteria for appointment /selection of the most suitable candidates for the Company.
B. Recommendation of appointment for approval of Board:
If the candidate is able to satisfy the criteria laid down by the Committee theCommittee shall recommend appointment of such person for approval of the Board aftercompletion of the selection process. The Committee may recommend the candidates to theBoard when: a. any vacancy in the Board is required to be filled due to resignation orretirement of any Board Member or
b. any vacancy arisen out of annual performance evaluation of the Board or
c. any vacancy as a result of end of tenure in accordance with the Act Rules madethereunder and in terms of applicable regulations of LODR or d. any change required inthe Board on account of its diversity policy or
e. any change required by the law.
C. Positive attributes of Directors / Independent Directors:
Directors to: a. Demonstrate integrity trustworthiness and ability to handlesituations of conflict b. Update their knowledge and skills with the latest developmentsin legal provisions in the renewable energy industry and also in the market conditions inwhich the Company operates; c. Devote sufficient time and attention to the business and toaddress issues proactively;
d. Take independent judgment on issues of business strategy risk management keyappointments and code of conduct;
e. Develop an effective relationship with Board Members and the senior management;
f. Protect the interests of the Company its stakeholders and employees; IndependentDirectors of the Company shall also meet the requirements of the Act read with the Rulesmade thereunder and provisions of the relevant regulations of LODR as in force and asamended from time to time. Independent Directors of the Company shall also meet therequirements of the Act read with the Rules made thereunder and provisions of the relevantregulations of LODR as in force and as amended from time to time.
D. Standards of Independence:
The Committee shall lay down criteria to evaluate the independence of Directors forrecommending to the Board for appointment / reappointment. A Director is independent if he/she does not have a direct or indirect material pecuniary relationship with the Companyincluding its affiliates or any member of senior management. Also the candidate shall beevaluated based on the criteria provided under the applicable provisions of the Act readwith Rules thereon and LODR. In addition to applying these guidelines the Board willconsider all other relevant facts and circumstances in making its determination relatingto an independence of a Director.
E. Evaluation of performance and Independence Review Procedures:
The Committee shall determine a process for evaluating the performance of every BoardMember the Committees of the Board and the Board on an annual basis. The Committee shallalso review its own performance on an annual basis. The Committee may also take thesupport of external experts for this purpose.
1. Annual Evaluation: The Board will determine the independence for the independentdirector on an annual basis upon the declaration made by such independent director.
2. Determination of Director's Independence: The Board shall determine independence ofcandidate to the position of independent director prior to appointment in case his/herappointment is considered between two Annual General Meetings of the Company.
3. Change of Independent Status: Each director shall inform the Board with respect toany change in his / her independent status.
F. Evaluation of performance of executive directors and determination of remuneration:
The Committee shall evaluate the performance of the managing director/s by setting keyresult areas and performance parameters at the beginning of each financial year and itshall ensure that the said performance objectives are aligned with the present and futuregoals of the Company. The Committee shall consider and recommend the remuneration of themanaging director or whole-time director for approval of the Board and Members of theCompany. The remuneration may include basic salary benefits allowances perquisitescommission etc. The Committee shall also ensure that the remuneration is in accordancewith applicable law and has an adequate balance between fixed and variable component.
G. Criteria for appointment of KMP/Senior Management:
The Committee shall lay down criteria like qualifications expertise and experiencerequired for senior management positions like managing director & CEO CFO and CompanySecretary of the Company. The Committee may make recommendation to the Board for theappointment/ reappointment and any change required to the senior management positions ofthe Company. Key Managerial Personnel / Senior Management shall:
a) Possess the requisite qualifications expertise and experience to effectivelydischarge assigned responsibilities;
b) Comply with the provisions of the Code of Conduct & Ethics
c) Practice professionalism d) Encourage transparent working environment; and
e) Establish an effective leadership build teams and include team members to achievingtargets of the Company;
On an annual basis the Committee shall evaluate the performance of the seniormanagement of the Company. The Committee shall also ensure that the remuneration to thekey managerial persons and senior management involves a balance between fixed andvariable/ incentive pay reflecting short term and long term performance objectives.
H. Criteria for making payments to Non-Executive Directors:
The Committee may determine a commission payable to the non-executive directors aftertaking into their contribution to the decision making at Board / Committee Meetingsactive participation and time spent as well as providing strategic inputs and supportinghighest level of Corporate Governance and Board effectiveness. Commission if decided tobe paid shall be within the overall limits prescribed in the Act and as may be fixed bythe Members of the Company.
The payment of commission to the Non-Executive Directors of the Company who are neitherin the whole time employment nor managing directors shall be approved by the shareholdersof the Company. The Committee and the Board shall in accordance with the approval of theshareholders of the Company determine the manner and extent upto which the commissionshall be paid to the Non-Executive Directors. Further the following is the criteria forremuneration: a) Sitting Fees upto Rs. 1 Lac for each meeting of the Board or anyCommittee thereof attended.
b) Commission if approved by the Board and the shareholders of the Company to be paidto the Non-Executive Directors on the basis of participation in the meetings of Board andAudit Committee at the rate within the prescribed limits of the Act and the Rules madethereunder.
c) Payment of Commission if payable to be made annually on determination of profitsof the Company for particular financial year.
d) Directors may be reimbursed for the expenses incurred for attending any meeting ofthe Board or Committees thereof and which may arise from performance of any specialassignments given by the Board.
16. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
As on date of this report the Company has Three Independent Directors including aWoman Director. The Company has familiarized the Independent Directors with the Companytheir roles and responsibilities in the Company nature of industry in which the Companyoperates business model of the Company etc. The Independent Directors have been updatedwith their roles rights and responsibilities in the Company by specifying them in theirappointment letter along with necessary documents reports and internal policies to enablethem to familiarise with the Company's procedures and practices. The Company endeavoursthrough presentations at regular intervals to familiarise the Independent Directors withthe strategy operations and functioning of the Company and also with changes in theregulatory environment having a significant impact on the operations of the Company andthe renewable energy industry as a whole. Details of familiarization programs extended tothe Non-executive & Independent Directors are also disclosed on the Company websitefrom time to time at: http://kintechrenewables.com/wp-content/uploads/2017/09/Familiarisation-Programme.pdf 17.DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 (5) of the Companies Act 2013 in relation to the financialstatements for the year 2018-19 the Board of Directors state that:
a) in preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b) the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company for the financial year ended on 31stMarch2019 and of the profitof the Company for that period;
c) the directors had 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 the annual accounts on a going concernbasis;
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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has devised a Vigil Mechanism as envisaged under section 177(9) of theCompanies Act 2013 and rules made thereunder for Directors and employees through theadoption of Whistle Blower Policy. The Whistle Blower Policy is available on the websiteof the Company to report any genuine concerns about unethical behavior any actual orsuspected fraud or violation of Company's Code of Conduct. This Policy provides foradequate safeguards against victimisation of persons who use such mechanism and makeprovision for direct access to the Chairperson of the Audit Committee. As such the Whistleblower Policy provides for protected disclosure and protection to the Whistle blower.Under the Vigil Mechanism all Stakeholders have been provided access to the AuditCommittee through the Chairperson. No personnel has been denied access to the AuditCommittee.
19. BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board is in conformity with the provisions of Section 149 of the Companies Act2013 (the Act') and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI (LODR) Regulations"). The Board ofDirectors met Six (6) times during the year 2018-19 viz. May 25 2018; August 06 2018;October 31 2018; January 03 2019 February 12 2019 and March 28 2019. The interveninggap between two consecutive meetings was not more than one hundred and twenty days.Thenames and categories of Directors on the Board their attendance at Board Meetings;Committee Meetings and at the last Annual General Meeting ("AGM") as well astheir shareholding as on March 31 2019 are given below:
|Name ||No. of Board Meetings during the year 2018-19 ||Atten- dance at the last AGM held on 18/09/2018 ||Audit Committee ||Nomination & Remuneration Committee ||Stakeholders Relationship Committee ||No. of equity shares held on March 31 2019 |
| ||Held ||Attended || ||Held ||Attended ||Held ||Attended ||Held ||Attended || |
|EXECUTIVE || || || || || || || || || || |
|JIGAR SHAH ||6 ||6 ||YES ||6 ||6 ||3 ||3 ||4 ||4 ||374010 |
|AMBALAL ||6 ||6 ||YES ||Not ||Not ||Not ||Not ||Not ||Not ||374010 |
|PATEL || || || ||Appli- cable ||Appli- cable ||Appli- cable ||Appli- cable ||Appli- cable ||Appli- cable || |
|INDEPENDENT NON-EXECUTIVE || || || || || || || || || || |
|MANOJ JAIN ||6 ||6 ||YES ||6 ||6 ||4 ||4 ||4 ||4 ||- |
|RASHMI ||6 ||6 ||YES ||6 ||6 ||4 ||4 ||4 ||4 ||- |
|OTAVANI || || || || || || || || || || |
|HEMANT ||4 ||4 ||YES ||No ||Not ||2 ||2 ||Not ||Not ||- |
|PARIKH || || || ||Appli- ||Appli- || || ||Appli- ||Appli- || |
|(w.e.f.18/09/18) || || || ||cablle ||cablle || || ||cablle ||cablle || |
AUDIT COMMITTEE: Terms of Reference
Terms of reference of Audit Committee:
Review of Company's financial reporting process and disclosure of its financialinformation
Discuss and review with the management and auditors the annual/ quarterlyfinancial statements before submission to the Board with particular reference to: XMatters required to be included in the Directors Responsibility Statement to be includedin the Board's report in terms of sub-section (2) of section 164 of the Companies Act2013.
X Disclosure under Management Discussion and Analysis of Financial Condition andResults of Operations.'
X Any changes in accounting policies and practices and reasons for the same.
X Major accounting entities involving estimates based on exercise of judgement bymanagement. X Compliance with listing and other legal requirements relating to financialstatements.
X Disclosure of any related party transaction. X Disclosure of contingent liabilities.
X Scrutinize inter corporate loans and investments.
X To approve the appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate.
Hold timely discussions with external auditors.
Recommend the Board the appointment re-appointment removal of the externalauditors fixation of audit fee and also approval for payment for any other servicesrendered by the external auditors
Evaluate auditor's performance qualification and independence
Review on a regular basis the adequacy of internal audit function
Review the appointment removal performance and terms of remuneration of theChief internal Auditor
Review the regular internal reports to management prepared by the internal auditdepartment as well as management's response thereto
Review the findings of any internal investigation by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board
Discuss with internal auditors any significant findings and follow-up thereon
Review internal audit reports relating to the internal control weaknesses
Recommend to the Board the appointment re-appointment removal of the costauditors fixation of the audit fee nature and scope of cost audit and also approverendering of any other services by the cost auditors and fees pertaining thereto
Review the Company's arrangements for its directors and employees to raiseconcerns in confidence about possible wrongdoing in financial reporting accountingauditing or other related matters
Evaluate Risk Management System
Discuss with the management the Company's policies with respect to riskassessment and risk management including appropriate guidelines to govern the process aswell as the Company's major financial risk
Review the statement of significant related party transactions submitted by themanagement including the significant criteria / thresholds decided by themanagement'
Periodically verification of related party transactions
reviewing the utilization of loans and/ or advances from/investment by theholding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size ofthe subsidiary whichever is lower including existing loans / advances / investments.
NOMINATION & REMUNERATION COMMITTEE: Terms of Reference
(a) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;
(b) Formulation of criteria for evaluation of performance of Independent Directors andthe Board;
(c) Devising a policy on Board diversity;
(d) Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal and evaluation of Director's performance;
(e) Determining whether to extend or continue the term of appointment of theIndependent Director on the basis of the report of performance evaluation of IndependentDirectors;
(f) Fixing and revision of remuneration payable to the Managing and Whole-timeDirectors of the Company from time to time;
(g) recommend to the board all remuneration in whatever form payable to seniormanagement.
(h) To study the best practices and benchmarks of leading Indian corporates as well asinternational best practices.
(i) To make recommendations to the Board on any matter within its purview by passingappropriate resolutions.
STAKEHOLDERS RELATIONSHIP COMMITTEE: Terms of reference
1. Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/ transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respectof various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the company.
Name designation and address of Compliance Officer:
|Mr. Harshal Virendra Gandhi |
|Company Secretary |
|Kintech Renewables Limited |
|Kintech House 8 Shivalik Plaza |
|Opp. AMA IIM Road Ahmedabad 380 015 |
|Telephone: (079)26303064 |
|Email: email@example.com |
Details of investor complaints received and redressed during the year 2018-19 are asfollows:
|PARTICULARS ||STATUS OF COMPLAINTS |
|No. of complaints Pending at the beginning of the year ||NIL |
|No .of complaints Received during the year ||NIL |
|No. of complaints Resolved during the year ||NIL |
|No. of complaints Remaining unresolved at the end of the year ||NIL |
There were no instances of non-compliance by the Company on any matters related to thecapital markets nor have any penalty / strictures been imposed on the Company by theStock Exchanges or SEBI or any other statutory authority on such matters during the lastthree years.
20. RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has framed formulated and adopted Risk Management Policy to identify evaluate monitor and minimizethe identifiable business risks in the organization. The details of the policy are asupdated on website of the company. At present the company has not identified any elementof risk which may threaten the existence of the company.
21. INTERNAL FINANCIAL CONTROLS
The Company has standard operating procedures. The management regularly monitors andcontrols to address safeguarding of its assets prevention and detection of frauds anderrors controls to monitor accuracy and completeness of the accounting records includingtimely preparation of reliable financial information.
The Company has an adequate system of internal financial control in place withreference to financial statements. The Company has policies and procedures in place forensuring proper and efficient conduct of its business and the timely preparation ofreliable financial information.
22. CORPORATE GOVERNANCE REPORT
As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 issued bythe Securities Exchange Board of India and as per the Regulations 17 to 27 and clauses (b)to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall notapply in respect of the listed entity having paid up equity share capital not exceedingrupees ten crore and net worth not exceeding rupees twenty five crore as on the last dayof the previous financial year. Therefore the Company is not falling under aforesaidapplicability criteria prescribed in SEBI Circular as mentioned aforesaid and in the LODRregulations and does not required to prepare and attach the report on Corporate Governanceand Certificate from the company's auditors / practicing company secretary regardingcompliance of condition of Corporate Governance with the this Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in the separatesection forming part of this Annual Report.
During the year under review the Company has not provided any loans given anyguarantee to any Body Corporate under Section 186 of the Companies Act 2013. However theCompany has made an investments and same is provided in note No. 9 to the StandaloneFinancial statements.
25. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not implemented any Corporate Social Responsibility initiative as theprovisions of Section 135 of the Companies Act 2013 and rules made thereunder are notapplicable to the Company and consequently the reporting requirements thereunder do notat present apply to your company.
26. INSIDER TRADING REGULATIONS:
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) (Amendment) Regulations 2018 (the PIT Regulations') as amended from timeto time on prevention of insider trading which is effective from 1st April 2019 thecompany had approved and adopted the revised code of "Code Of Practices &Procedures For Fair Disclosure Of Unpublished Price Sensitive Information" underRegulation 8(1) of the PIT Regulations during the period under review. Regularpresentations and updates on relevant statutory changes encompassing important laws aremade and circulated to the Directors. The Company has also adopted the Policy fordetermination of legitimate purposes which forms part of above Code The above said codehave been uploaded on the website of the company and also in accordance with the PITRegulations. Your Company has a comprehensive Code of Conduct for regulating monitoringand reporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances. The Code ofConduct have been also uploaded on the website of the Company.
M/s. DJNV & Co. Chartered Accountants the Statutory Auditors of the Company wereappointed for five years from Thirty-Second Annual General Meeting until the conclusion ofThirty-Seventh Annual General Meeting of the Company subject to be ratified by the membersat every AGM. The Ministry of Corporate Affairs vide its Notification dated 7thMay 2018has dispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting. TheStatutory Audit Report does not contain any qualifications reservations or adverseremarks or disclaimers in the said report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors has appointed Mr. Sharvil Suthar partner of M/s. Suthar andSurti Company Secretary in Practice to undertake the Secretarial Audit of the Company forthe financial year 2018-19. The Secretarial Audit Report is annexed herewith asAnnexure-A. The Secretarial Audit Report does not contain any qualifications reservationor adverse remarks.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All related partytransactions are placed before the Audit Committee as also the Board for review andapproval.
In line with the provisions of the Act and Listing Regulations the Company hasformulated a Policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions and Related Party Transactions Policy is uploaded on theCompany's website and can be accessed at:http://kintechrenewables.com/wp-content/uploads/2017/09/Policy-on-Related-Party-Transactions.pdf.
During the Financial Year under review there were no material related partytransactions. The Register under section 189 of the Act is maintained and particulars oftransactions are entered in the Register wherever applicable. Further suitabledisclosure as required by the applicable Accounting Standards has been given in the Notesto the Financial Statements. As there were no materially significant related partytransactions entered into by the Company with the related parties during the financialyear under review.
Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 Form AOC-2 as Annexed in AnnexureC inrespect of Related Party Transactions.
29. MAINTANENCE OF COST ACCOUNTS AND RECORDS:
During the financial year 2018-19 the provisions related to maintenance of costaccounts and records under Section 148 (1) of the Companies Act 2013 are not applicableto the Company.
30. PARTICULARS OF EMPLOYEES
1. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year 2018-19:
No directors is being paid any remuneration except the sitting fees to IndependentDirectors only hence no ratio is worked out.
2. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:
|Name ||% increase in Remuneration |
|Mr. Daxesh P. Kapadia Chief Financial Officer ||0.00% |
|Mr. Harshal Gandhi Company Secretary ||10.00% |
3. The percentage increase in the median remuneration of employees for thefinancial year 2018-19: Refer Point No. 1 above
4. The number of permanent employees on the rolls of Company: 2 employees ason 31st March 2019.
5. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
Average increase in remuneration of employees excluding KMPs: Not Applicable Averageincrease in remuneration of KMPs: 05.00%
Increase in salary of KMP is decided based on the individual performance inflationprevailing industry trends and benchmarks.
The Average increase in remuneration of the employees has been increased during thefinancial year 2018-19 by 05.00% compared to 6.23% of previous year.
Profit before tax for the year 2018-19 decreased by (19.69%) compared to the decreasedby (42.27%) of previous year.
6. Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is affirmed that the remuneration is as per the Remuneration Policy of the Company.
The Company does not have employee under the category as specified in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
31. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on 31st March 2019 in Form No. MGT-9 is attached as Annexure Dand forms part of this Report.
The extract of Annual Return of the Company has been placed on the website of theCompany under section "Investor Relations"- Other Downloads".
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
(A) CONSERVATIONOF ENERGY a. Steps taken or impact on conservation of energy;
As the Company is not engaged in any manufacturing activities it does not use energy.The Company provides the services of installation and commissioning of Renewable EnergyEquipments at the sites of their customers. We will continue to focus on the newtechnologies to reduce the cost and increase generation.
b. Steps taken by the Company for utilising alternate sources of energy;
Your Company is already engaged in the business of generation of energy using solarenergy and thereby using eco-friendly source of generation of energy.
c. Capital investment on energy conservation equipment;
1. The Company continuously makes investments in its facility for better maintenanceand safety of the operations.
2. The Company has undertaken efforts to improve the existing facilities in order toreduce energy consumption.
(B) TECHNOLOGY ABSORPTION
a. Efforts made towards technology absorption;
The Company has conducted a detailed study on the technology absorption and will startits implementation in year 2019-20.
b. Benefits derived as a result of the above efforts:
Product improvement cost reduction product development and optimization of powergeneration.
c. Information regarding technology imported during the last 3 years: N.A. d.Expenditure incurred on Research and Development: N.A.
(C) Foreign Exchange Earnings and Outgo
(a) Foreign Exchange Earnings :Nil (b) Foreign Exchange Out go :Nil
33. STATUTORY DISCLOSURES:
The Company has made disclosures in this Report for the items prescribed in section134(3) of the Act and Rule 8 of the Companies (Accounts) Rules 2014 to the extent thetransactions took place on those items during the financial year under review. Further nodisclosure or reporting is required in respect of the following items as there were notransactions on these items during the Financial Year under review: a) Public Deposits(Deposit from the public falling within the ambit of section 73 of the Act and the Rulesmade thereof):
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on public deposits was outstanding as on the date of the balancesheet. b) Issue of equity shares with differential rights as to dividend voting orotherwise:
The Authorised Share Capital of the Company comprises of 1000000 equity shares of10/- each. The paid up equity share capital of the Company as on March 31 2019 was10000000 comprising of 1000000 equity shares of 10/- each.
During the Financial Year under review the Company has not issued shares withdifferential voting rights as to dividend voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme:
Your Company has not issued any shares including sweat equity shares to employees ofthe company under any scheme during the Financial Year under review. d) Neither theManaging Director(s) nor the Whole-time Director(s) of the Company receive anyremuneration or commission from its subsidiary:
There is no disclosure required as to receipt of remuneration or commission by theManaging Director(s) / Whole Time Director(s) from a subsidiary of the Company.
e) Disclosure under section 67(3) of the Companies Act 2013:
The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees. No disclosure is requiredunder section 67(3)(c) of the Companies Act 2013 read with Rule 16(4)of Companies (ShareCapital and Debentures) Rules 2014 in respect of voting rights not exercised directly bythe employees of the Company as the provisions of the said section are not applicableduring the period under review. f) Disclosure under the Sexual Harassment of Women AtWorkplace (Prevention Prohibition And Redressal) Act 2013
Since there is no woman employee in the Company it was not required to formulate andadopt a Policy on Prevention of Sexual Harassment in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.g) Significant and Material Orders Passed by the Regulators or Courts
There have been no significant and material orders passed by Regulators or Courts orTribunals impacting the going concern status and the future operations of the Company.Further no penalties have been levied by any Regulators during the year under review.
h) There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.
The Directors thank the investors for reposing confidence in Kintech. The Directors arealso grateful to all employees who are committed to strong work ethics excellence inperformance extremely professionalism and commendable teamwork and have thrived in achallenging environment.
The Directors also thank the Subsidiaries for their commitment and contribution towardsthe Mission and Vision of the organisation. Finally the Directors wish to express theirgratitude to the members for their unwavering trust and support. Your Directors trust thatyou will consider the working results satisfactory.
| ||For and on behalf of the Board |
| ||KINTECH RENEWABLES LIMITED |
|Place : Ahmedabad ||JIGAR SHAH |
|Date : 12th August 2019 ||Chairman & Managing Director |
| ||(DIN 00385460) |
|Encl.: Annexure - A to Annexure - D || |