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Kintech Renewables Ltd.

BSE: 512329 Sector: Infrastructure
NSE: N.A. ISIN Code: INE385F01016
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OPEN 104.00
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VOLUME 200
52-Week high 104.00
52-Week low 43.20
P/E 56.83
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Kintech Renewables Ltd. (KINTECHRENEW) - Director Report

Company director report

To

The Members

KINTECH RENEWABLES LIMITED

(FORMERLY JARIGOLD TEXTILES LIMITED)

Ahmedabad.

Your Directors present the Thirty Second Annual Report of your Company together withthe Audited Standalone and Consolidated financial statements for the financial year endedMarch 31 2017.

1. FINANCIAL RESULTS

The summary of Audited Standalone and Consolidated Financial Results for the year endedMarch 31 2017 are as under:

(in Rs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Total Revenue 7608580 3083949 93658300 12787282
Total Expenses 3332071 1738586 40310270 12988509
Profit (Loss) Before Tax 4276509 1345362 53348030 (201227)
Tax Expenses/Deferred Tax (1239679) (278126) (2166123) 1456052
Net Profit/(Loss) After Taxation 3036830 1067236 51181907 1254825

2. COMPANY'S PERFORMANCE

Standalone:

The Company has achieved total revenue of Rs. 7608580/- as against of Rs. 3083949/-in the previous year. Net profit for the year is Rs. 3036830/- as compared to the netprofit of Rs. 1067236/- in the previous year. Your Company is striving hard to performbetter in the current year.

Consolidation:

During the year under review the consolidated total revenue was Rs. 93658300/- asagainst Rs. 12787282/- in the previous year. The consolidated Net profit for the yearwas Rs. 51181907/- as compared to Rs. 1254825/- in the previous year.

3. TRANSFER TO RESERVES

During the financial year under review the Company has not transferred any amount toGeneral Reserve.

4. DIVIDEND

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 2017.

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 2017.

7. SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary (WOS) Company viz. Divine Windfarm PrivateLimited which is engaged in the business of Renewable Energy. Divine Windfarm PrivateLimited is an Independent Power Producer Company (IPP).

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 - A forms partof the Consolidated Financial Statements. 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 and audited accounts of itssubsidiary are available on our website. These Documents will also be available forinspection at registered office during normal business hours (10:00 A.M. to 6:30 P.M.) onworking days up to and including the date of Annual General Meeting of the Company.

9. Listing of Shares

The equity shares of the Company are listed on Bombay Stock Exchange (BSE) Limited videScrip Code 512329. The Scrip Name of the Company is changed from JARITEX to KRL.

10. Nature of Business

There has been no change in the nature of business of the Company during the year underreview.

11. DIRECTORS AND KEY MANGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act 2013 and Articles of Association of theCompany. Mr. Ambalal Chimanlal Patel (holding DIN 00385601) will retire by rotation at theensuing AGM and is eligible for reappointment. A brief resume and other relevant detailsare given in the explanatory statement to the notice convening AGM.

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 SEBI (LODR) 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.

12. 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.

The Obtaining and consolidation of feedback from all directors for the evaluation ofthe Board and its Committees Individual Directors (i.e. Independent and Non IndependentDirectors) were coordinated by the Chairman of the Board. The feedback on the evaluationof Individual Directors was discussed individually with them. The evaluation of Chairmanwas coordinated by the Chairman of the Independent Directors meeting.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING

QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF DIRECTOR

The Company has on the recommendation of the Nomination and Remuneration Committeeformulated Nomination Remuneration and Evaluation Policy Criteria fordetermining/appointing directors and senior management personnel their remunerationevaluation criteria in accordance with the provisions of Section 178 of the Companies Act2013.

POLICY ON DIRECTORS' APPOINTMENT

The Nomination and Remuneration Committee (NRC) has approved the criteria and processfor identification / appointment of Directors which are as under:

Criteria for appointment:

(i) Proposed Director ("Person") shall meet all statutory requirements andshould:

• possess the highest ethics integrity and values

• not have direct/indirect conflict with present or potential business/operationsof the Company

• have the balance and maturity of judgment

• be willing to devote sufficient time and energy

• have demonstrated high level of leadership and vision and the ability toarticulate a clear direction for an organisation

• have relevant experience (In exceptional circumstances specialisation/expertise in unrelated areas may also be considered)

• have appropriate comprehension to understand or be able to acquire thatunderstanding

• relating to Corporate Functioning

• involved inscale complexity of business and specific market and environmentfactors affecting the functioning of the company

Process for Identification / Appointment of Directors

(i) Board members may (formally or informally) suggest any potential person to theChairman of the Company meeting the above criteria. If the Chairman deems fit necessaryrecommendation shall be made by him. (ii) Chairman of the Company can himself also referany potential person meeting the above criteria.

(iii) NRC will process the matter and recommend such proposal to the Board. (iv) Boardwill consider such proposal on merit and decide suitably.

Pursuant to the provision of the Companies Act 2013 and as provided under Schedule IVof the Act the Board has carried out the annual performance evaluation of the Directorsindividually as well as the evaluation of Board and of the Committees of the Board by wayof individual and collective feedback from Directors.

Criteria for Board Evaluation:

I. Focus on strategic and policy issues

II. Effectiveness of Board process and information sharing

III. Nature of discussions

IV. Quality of decisions

Criteria for Committee Evaluation:

I. Adequacy of terms of reference of the committee

II. Fulfilment of key responsibilities

III. Frequency and effectiveness of meetings

IV. Quality / relevance and timeliness of information made available

V. Committee dynamics especially openness of discussions

Criteria for Evaluation of Independent Directors:

I. Participation in Board in terms of adequacy (time & content)

II. Contribution through expertise and perspective

III. Guidance / support to management outside Board / Committee meetings

Criteria for Evaluation of NEDs and MDs/WTDs.:

I. Participation in terms of adequacy II. Transparency

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

As on date of this report the Company has two Independent Directors including a WomanDirector. The Company has familiarized the Independent Directors with the Company theirroles and responsibilities in the Company nature of industry in which the Companyoperates business model of the Company etc.

15. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 (3) (c) of the Companies Act 2013 in relation to the financialstatements for the year 2016-17 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 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 for the financial year ended on 31stMarch 2017 and of the profit of 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 concern basis ;

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively ; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has devised a Vigil Mechanism for Directors and employees through theadoption of Whistle Blower Policy.

17. KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the Key Managerial Personnel ofthe Company. As at March 31 2017 the Company had the following KMPs:

Sl. No. Name of the Key Managerial Personnel Designation
1. Mr. Jigar Jasavantlal Shah Managing Director
2. Mr. Parth Upendra Shah Company Secretary
3. Mr. Daxesh Pravinchandra Kapadia Chief Financial Officer

18. 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 five (5) times during the year 2016-17 viz. May 30 2016; August 12 2016;August 20 2016; November 7 2016 and February 11 2017. The names and categories ofDirectors on the Board their attendance at Board Meetings; Committee Meetings and at thelast Annual General Meeting ("AGM") as well as their shareholding as on March31 2017 are given below:

Name

No. of Board Meetings during the year 2016-17

Attendance at the last AGM held on 24/09/2016

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

No. of equity shares held on March 31 2017
Held Attended Held Attended Held Attended Held Attended
EXECUTIVE
JIGAR SHAH 5 4 YES 4 3 1 0 4 3 374010
AMBALAL PATEL 5 5 YES 0 0 0 0 0 0 374010
INDEPENDENT NON-EXECUTIVE
MANOJ JAIN 5 4 YES 4 4 1 1 4 4 -
RASHMI AAHUJA 5 4 YES 4 4 1 1 4 4 -

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/ quarterly financialstatements before submission to the Board with particular reference to: Matters requiredto be included in the Directors Responsibility Statement to be included in the Board'sreport in terms of sub-section (2) of section 164 of the Companies Act 2013.

Disclosure under ‘Management Discussion and Analysis of Financial Condition andResults of Operations.' Any changes in accounting policies and practices and reasons forthe same.

Major accounting entities involving estimates based on exercise of judgement bymanagement. Compliance with listing and other legal requirements relating to financialstatements.

Disclosure of any related party transaction. Disclosure of contingent liabilities.

Scrutinize inter corporate loans and investments.

• To approve the appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience and background etc. of the candidate.

Hold timely discussions with external auditors.

Recommend the Board the appointment re-appointment removal of the external auditorsfixation of audit fee and also approval for payment for any other services rendered by theexternal auditors Evaluate auditor's performance qualification and independence Review ona regular basis the adequacy of internal audit function Review the appointment removalperformance and terms of remuneration of the Chief internal Auditor Review the regularinternal reports to management prepared by the internal audit department as well asmanagement's response thereto Review the findings of any internal investigation by theinternal auditors into the matters where there is suspected fraud or irregularity or afailure of internal control systems of a material nature and reporting the matter to theBoard Discuss with internal auditors any significant findings and follow-up thereon Reviewinternal audit reports relating to the internal control weaknesses Recommend to the Boardthe appointment re-appointment removal of the cost auditors fixation of the audit feenature and scope of cost audit and also approve rendering of any other services by thecost auditors and fees pertaining thereto Review and recommend the Cost Audit Report tothe Board if applicable Review the Company's arrangements for its directors and employeesto raise concerns in confidence about possible wrongdoing in financial reportingaccounting auditing or other related matters Evaluate Risk Management System Discuss withthe management the Company's policies with respect to risk assessment and riskmanagement including appropriate guidelines to govern the process as well as theCompany's major financial risk Review the statement of significant related partytransactions submitted by the management including the ‘significant criteria /thresholds decided by the management' Periodically verification of related partytransactions

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) Administration and superintendence in connection with the Employees Stock OptionScheme ("the Scheme") under the broad policy and framework laid down by theCompany and/or by the Board of Directors;

(h) Formulate from time to time specific parameters relating to the Scheme including

I. The quantum of options to be granted under the Scheme to a particular eligibleemployee or to category or group of eligible employees and in aggregate;

II. Determination of eligibility conditions and selection of eligible employees to whomoptions may from time to time be granted hereunder;

III. The vesting period and the exercise period within which the eligible employeeshould exercise the options and those options would lapse on failure to exercise theoptions within the exercise period;

IV. The conditions under which options vested in eligible employee may lapse in case oftermination of employment for misconduct;

V. The specified time period within which the eligible employee shall exercise thevested options in the event of termination or resignation of an eligible employee;

VI. The right of an eligible employee to exercise all the options vested in him at onetime or at various points of time within the exercise period;

VII. The procedure for making a fair and reasonable adjustment to the number of optionsand to the exercise price in case of corporate actions such as rights issues bonus issuesetc.;

VIII. Make rules by which all options including non-vested options vest immediately incase of sale transfer or takeover of the Company or amalgamation of the Company with anyother company etc. and provide for rules related to exercise period under suchcircumstances

IX. Make rules related to performance based vesting of such part of the options grantedto eligible employees as the Committee may decide

X. To prescribe amend and rescind rules and regulations relating to the Scheme;

XI. To construe clarify and interpret the terms of the scheme and options grantedpursuant to the Scheme.

(i) To study the report issued by CRISIL on the Governance Rating as well as theGuidelines on Corporate Governance and Corporate Social Responsibility issued by Ministryof Corporate Affairs SEBI and other authorities.

(j) To study the best practices and benchmarks of leading Indian corporates as well asinternational best practices.

(k) To recommend to the Board the draft set of governance guidelines to achieve thehighest level of governance on par with global benchmarks.

(l) Based on approval by the Board to oversee the implementation of the same both atthe Board level and Management level.

STAKEHOLDERS RELATIONSHIP COMMITTEE: Terms of reference

(a) Consider and resolve grievances of the security holders of the Company includingcomplaints related to the transfer of shares non-receipt of annual report and non-receiptof declared dividends;

(b) Investigating complaints relating to allotment of shares approval of transfer ortransmission of shares debentures or any other securities;

(c) Issue of duplicate certificates and new certificates onsplit/consolidation/renewal;

(d) And Carrying out any other function as prescribed under the SEBI ListingRegulations.

Name designation and address of Compliance Officer:

Mr. Parth Upendra Shah Company Secretary Kintech Renewables Limited Kintech House 8Shivalik PlazaOpp. AMA IIM Road Ahmedabad – 380 015 Telephone: +91 79 2630 3064Fax: +91 79 2630 3052 Email: ir@kintechrenewables.com

Details of investor complaints received and redressed during the year 2016-17 are asfollows:

Investors' complaints Attended Resolved
Pending at the beginning of the year NIL N.A.
Received during the year NIL N.A.
Resolved during the year NIL N.A.
Remaining unresolved at the end of the year NIL N.A.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review in line with the requirements under the Act theIndependent Directors had a separate Meeting on March 25 2017 without the presence of theManagement team and the Non-Independent Directors of the Company.

19. RISK MANAGEMENT

The Company is Public Listed Company having one fully-operative Subsidiary Company. Theoperations of the Companies the risks faced by them and the risk mitigation toolsfollowed to manage them are reviewed periodically by the Audit Committees and the Boardsof the Companies. The same are considered by the Board of the Company too. The Companyhas formulated and adopted Risk Management Policy to identify evaluate monitor andminimize the identifiable business risks in the organisation.

20. 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.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September2014 issued by the Securities Exchange Board of India and as per the LODR Regulationsexecuted with Bombay Stock Exchange (BSE Limited) the Company is not required to prepareand attach with the Annual Report the report on Corporate Governance and ManagementDiscussion and Analysis Report and Certificate from the company's auditors / practicingcompany secretary regarding compliance of condition of Corporate Governance hence noCorporate Governance Report is attached to this Annual Report.

22. LOANS/GUARANTEES/INVESTMENTS

During the year under review the Company has not provided any loans given anyguarantee or made any investments to any Body Corporate under Section 186 of the CompaniesAct 2013.

23. 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.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION

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.

25. 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.

26. AUDITORS

STATUTORY AUDITORS:

M/s. DJNV & Co. Chartered Accountants the Statutory Auditors of the Companyretires at the ensuing Annual General Meeting and is eligible for re-appointment. Theyhave furnished a certificate regarding their eligibility for re-appointment as StatutoryAuditors of the Company pursuant to Section 139 (1) of the Companies Act 2013 read withrules. The Board of Directors recommends their re-appointment for five year fromThirty-Second Annual General Meeting until the conclusion of Thirty-Seventh Annual GeneralMeeting of the Company subject to be ratified by the member at every AGM.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

There have been no frauds reported by the auditors during the Financial Year endedMarch 31 2017.

SECRETARIAL AUDITOR:

Mr. Sachin Naveen Sinha Company Secretary in Practice has shown his unwillingness tobe reappointed as Secretarial Auditor for the financial year ended 2016-17 and resigned asSecretarial Auditor. Pursuant to the provisions of Section 204 read with Section 134(3) ofthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of Directors has appointed Mr. Kamlesh Patel CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2016-17. The Secretarial Audit Report is annexed herewith as Annexure - A.

INTERNAL AUDITOR:

M/s. Nilesh Desai & Co. Chartered Accountants (Firm Registration No. 114059W) hasbeen appointed as an Internal Auditor for conducting internal audit of the Comapny for thefinancial year 2017-18.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIRREPORTS

(I) Statutory Auditor's Report

There are no qualification reservation adverse remarks or disclaimers in theauditor's report. (II) Secretarial Auditor's Report

The Board of Directors has approved

(i) Code for Fair Disclosure;

(ii) Code of Conduct

(iii) Policy on Related Party Transactions;

(iv) Policy on Determining Material Subsidiaries;

(v) Policy on Material Disclosure of Events;

(vi) Whistle Blower Policy;

(vii) Document Retention and Archival Policy;

(viii) Familiarization Programme;

(ix) Nomination Remuneration and Evaluation Policy;

(x) Board Diversity Policy at the Board Meeting held on 5th May 2015.

The said policies were uploaded on the website of the Company. Due to technical problemoccurred in the server majority data including abovementioned policies were corruptedfrom the website. All data except abovementioned policies were restored within one monthof such corruption of data. The Company is in process of uploading the said policies onwebsite at the earliest.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 there are no transactions to be reported under Section188(1) of the Act in Form AOC-2 as Annexed in Annexure – B. As regardsjustification for entering into related party transactions it may be noted that the sameare entered into due to business exigencies and are in the best interest of the Company.

28. PARTICULARS OF EMPLOYEES

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2016-17: No directors is being paid anyremuneration except the sitting fees to Independent Directors only hence no ratio isworked out.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Name % increase in Remuneration
Mr. Daxesh P. Kapadia - Chief Financial Officer 11.77%
Mr. Parth U. Shah - Company Secretary 36.36%

3. The percentage increase in the median remuneration of employees for the financialyear 2016-17: Refer Point No. 1 above

4. The number of permanent employees on the rolls of Company: 2 employees as on 31stMarch 2017.

5. The explanation on the relationship between average increase in remuneration andCompany performance: Profit before tax for the year 2016-17 increased by 317.87% comparedto the previous year. The Average increase in remuneration of the employees has beenincreased during the financial year 2016-17 by 74.03% compared to previous year.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: Refer Point No. 5 above

7. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year: Not applicable

8. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable.

9. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable as none of the Executive Directors are drawing anyremuneration.

10. Affirmation that the remuneration is as per the remuneration policy of the Company: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.

29. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in MGT-9 as required under Section 92(3) of the Actand prescribed in Rule 12 of the Companies (Management and Administration) Rules 2014 isappended as Annexure - C to this Report.

30. COSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY –

a. Steps taken or impact on conservation of energy;

1. As the Company is not engaged in any manufacturing activities it does not useenergy. The Company provides the services of installation and commissioning of RenewableEnergy Equipments at the sites of their customers.

b. Steps taken by the Company for utilising alternate sources of energy;

Replacement of conventional tube lights by LED in the office premises.

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 soon in year 2017-18.

b. Benefits derived as a result of the above efforts: Product improvement costreduction product development.

c. Information regarding technology imported during the last 3 years: N.A.

d. Expenditure incurred on Research and Development: Nil (C) Foreign Exchang=e Earningsand Outgo –

(a) Foreign Exchange Earnings : Nil (b) Foreign Exchange Out go : Nil

ACKNOWLEDGEMENTS:

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.

Registered Office: For and on behalf of the Board
Kintech House 8 Shivalik Plaza FOR KINTECH RENEWABLES LIMITED
Opp. AMA IIM Road (Formerly Jarigold Textiles Limited)
Ahmedabad – 380 015
Date : 21/08/2017
JIGAR SHAH
Chairman & Managing Director
(DIN 00385460)

ANNEXURE ‘B' TO DIRECTORS' REPORT

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third proviso isgiven below:

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis :

Sl. No Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transactions
c) Duration of the contracts/arrangements /transactions
d) Salient terms of the contracts or arrangements or transactions including the value if any
e) Justification for entering into such contracts or arrangements or transactions NIL
f) Date(s) of approval by the Board
g) Amounts paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to Section 188

2. Details of contracts or arrangements or transactions at Arm's length basis :

(i)
Sl. No Particulars Details
a) Name(s) of the related party KINTECH REALTY PRIVATE LIMITED
b) Nature of Relationship 1. Mr. Jigar Shah Managing Director of the Company is husband of Mrs. Dhruma Shah Director of Kintech Realty Private Limited.
2. Mr. Ambalal Patel Director of the Company is father of Mr. Prakash Patel Director of Kintech Realty Private Limited.
c) Nature of contracts/ arrangements/transaction Office premises taken on lease from Kintech Realty Private Limited
d) Duration of the contracts/arrangements /transaction Two years effective from 02/07/2015 to 02/07/2017
e) Salient terms of the contracts or arrangements or transactions including the value if any : 1. Area of Use : 300 Sq. Ft.
2. Office Rent : Rs. 1000/- + Applicable Service Tax
f) Date(s) of approval by the Board if any : 02/07/2015
h) Amount paid as advance if any : (Rs. In lakhs) Nil
(ii)
a) Name(s) of the related party KINTECH SYNERGY PRIVATE LIMITED
b) Nature of Relationship Mr. Jigar Shah & Mr. Ambalal Patel Directors of the Company are Directors of Kintech Renewables Limited.
c) Nature of contracts/ arrangements/transaction Availing services for preparation of Feasibility Study Report for Solar Power Project of customer
d) Duration of the contracts/arrangements /transaction One Time Contract to be completed within six months
e) Salient terms of the contracts or arrangements or transactions including the value if any : Feasibility Study Report: Fees : Rs. 1700000/- Payment Term : Payment to be made within Thirty days of submission of report
f) Date(s) of approval by the Board if any : The Transaction being in ordinary course of business. Approval from the Board was not necessary. However approval from the Board was obtained at the meeting of the Board held on 07/11/2016.
h) Amount paid as advance if any : (Rs. In lakhs) Nil
(iii)
a) Name(s) of the related party KINTECH SYNERGY PRIVATE LIMITED
Mr. Jigar Shah & Mr. Ambalal Patel Directors of the Company are Directors of Kintech Renewables Limited.
b) Nature of Relationship
c) Nature of contracts/ arrangements/transaction Rendering services for Fabrication work for Solar Power Project of customer
d) Duration of the contracts/arrangements /transaction One Time Contract to be completed within six months
e) Salient terms of the contracts or arrangements or transactions including the value if any : Fabrication Work: Charges : Rs. 500000/- Payment Term : Payment to be received within Thirty days from completion of work
f) Date(s) of approval by the Board if any : The Transaction being in ordinary course of business. Approval from the Board was not necessary. However approval from the Board was obtained at the meeting of the Board held 07/11/2016.
h) Amount paid as advance if any : (Rs. In lakhs) Nil
(iv)
a) Name(s) of the related party DELTA POWER INC.
b) Nature of Relationship Mrs. Dhruma Shah Proprietor of the firm is a wife of Mr. Jigar Shah who is Managing Director of the Company.
c) Nature of contracts/ arrangements/transaction Purchase of Equipments and Spare Parts for Solar Power Project of customers
d) Duration of the contracts/arrangements /transaction One Time Transaction being in ordinary course of business.
e) Salient terms of the contracts or arrangements or transactions including the value if any : 1. To purchase Equipments and spare parts for Solar Power Project for amount upto Rs. 1500000/-. 2. Payment to be received within Ninety days of the date of supply.
f) Date(s) of approval by the Board if any : The Transaction being in ordinary course of business. Approval from the Board was not necessary. However approval from the Board was obtained at the meeting of the Board held on 11/02/2017.
h) Amount paid as advance if any : (Rs. In lakhs) Nil