To The Members
KINTECH RENEWABLES LIMITED Ahmedabad.
Your Directors present the Thirty-Fifth Annual Report on the business and operations ofyour Company together with the Audited financial statements for the financial year endedMarch 31 2020.
1. FINANCIAL RESULTS
The summary of audited financial results for the year ended March 31 2020 are asunder:
| || ||(In Rs.) |
|Particulars ||2019-20 ||2018-19 |
|Total Revenue from Operations ||1419600 ||9551085 |
|Other Income ||7008242 ||2249326 |
|Total Income ||8427842 ||11800411 |
|Depreciation and Amortization ||18112 ||19843 |
|Expense || || |
|Total Expenses ||1999605 ||9825242 |
|Profit (Loss) Before Tax ||6428237 ||1975170 |
|Tax Expenses/Deferred Tax ||(1723256) ||(505555) |
|Net Profit/(Loss) After Taxation ||4740981 ||1469615 |
2. COMPANY'S PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
The Company has achieved total revenue of Rs. 8427842/- as against of Rs.11800411/- in the previous year. Net profit for the year is Rs. 4740981/- as comparedto the net profit of Rs. 1469615/- in the previous year. Your Company is striving hardto perform better in the current year.
3. TRANSFER TO RESERVES
During the financial year under review the Company has not transferred any amount toGeneral Reserves.
Your Directors in their meeting held on March 02 2020 declared an Interim Dividendof 1/- per equity share (i.e. 10%) on the equity shares of 10/- each during the year endedon 31st March 2020. The Interim Dividend payment had an outflow ofRs.1205553/- including Dividend Distribution Tax. The Directors did not recommend aFinal Dividend for the F.Y. 2019-20 and further recommended the resolution forconfirmation of Interim Dividend as Final Dividend and paid at the rate of 10% i.e. Rs.1/- per Equity Share of face value of Rs. 10/- each during the F.Y. 2019-20 be placedbefore the members for their approval in the ensuing Annual General Meeting (AGM).
5. SHARE CAPITAL
During the period under review The Authorised Share Capital of the Company increasedfrom Rs.10000000 to Rs. 60000000 by virtue of amalgamation of Divine WindfarmPrivate Limited (a Wholly Owned Subsidiary Company) into Kintech Renewables Limited videits NCLT order dated 30th January 2020 and therefore there has been a changein authorised capital of the company comprises of 60000000 equity shares of 10/- each.The paid up equity share capital of the Company as on March 31 2020 was 10000000comprising of 1000000 equity shares of 10/- each.
6. 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.
7. EFFECTS OF COVID-19 ON THE BUSINESS OF THE COMPANY
Towards the end of the financial year under review the Ministry of Home AffairsGovernment of India(GoI) on March 24 2020 notified the first ever nationwide lockdown inIndia to contain the outbreak of Covid-19 pandemic and same has created uncertainties onpossible supply and demand side leading to abnormal market volatility across geographies.Your Company's operational assets are not market facing and is not impacted by demand sidedisruptions and does not expect the demand from renewable plants to be adversely affectedby the Covid-19 crisis. There is no adverse impact on supply chain as company is engagedin service sector. The Company has made necessary arrangements for installing andcommissioning the pending project as well as the new projects. Further Ministry ofFinance GoI has issued a clarification categorizing supply disruption as a result ofcurrent pandemic as a natural calamity that will be covered in the Force Majeure clauseunder the agreement which protects your Company from any financial difficulties arisingfrom delays in project execution.
8. 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 2020.
9. SUBSIDIARY COMPANY
During the year under review The Company's Wholly Owned Subsidiary (WOS) Company viz.Divine Windfarm Private Limited (CIN U40300GJ2012PTC073118) had merged with KintechRenewables Limited by way of amalgamation vide its National Company Law Tribunal Bench atAhmedabad order dated 30th January 2020. Therefore Divine Windfarm PrivateLimited ceased to be subsidiary of your company.
10. CONSOLIDATED FINANCIAL STATEMENTS
During the year under review The Company's Wholly Owned Subsidiary (WOS) Company viz.Divine Windfarm Private Limited (CIN U40300GJ2012PTC073118) had merged with KintechRenewables Limited by way of amalgamation through its National Company Law Tribunal Benchat Ahmedabad order dated 30th January 2020. Therefore a statement containingsalient features of the Financial Statements of its subsidiary in Form AOC-1 is notapplicable to the company. Since the merger is effective from 01st April 2019the company was not required to prepare the consolidated financial statements for yearended on 31st March 2020.
11. LISTING OF SHARES AND LISTING FEES
The equity shares of the Company are listed on BSE (Bombay Stock Exchange) Limited videScrip Code 512329. The Company confirms that it has paid the annual listing fees for theFinancial Year 2020-21 to BSE Limited Mumbai.
12. NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year underreview.
13. 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.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 152(6) of the Companies Act 2013 and Articles of Association ofthe Company Mr. Jigar Jasavantlal Shah (DIN 00385460) 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 Mr. Jigar Shah asManaging Director of the Company is given in the Annexure-A to the notice convening AnnualGeneral Meeting of the Company.
During the year under review there was no change in the Key Managerial Personnel ofthe Company. As at March 31 2020 the Company had the following KMPs:
|Sl. No. 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 |
The Board of Directors on the recommendations of the Nomination and RemunerationCommittee has re-appointed Mr. Jigar Jasvantlal Shah as Managing Director of the Companyfor a period of 5 (Five) years with effect from 16th May 2020 to 15thMay 2025 without remuneration subject to approval of shareholders and that he shall beliable to retire by rotation. A resolution proposing re-appointment of Mr. Jigar Shah asManaging Director of the Company pursuant to Section 196 203 Schedule V and otherapplicable provisions if any of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended from time to time(including any statutory modification or re-enactment thereof) forms part of the Notice ofAnnual General Meeting. The Board therefore recommends the passing of resolution forre-appointment of Mr. Jigar Shah as Managing Director of the Company by way of specialresolution. The requisite details of Mr. Jigar Shah are furnished in the ExplanatoryStatement to the Notice of the AGM.
Pursuant to Rule 8(5)(iii)(a) of the Companies (Accounts) Rules 2014 in the opinionof the Board the Independent Directors possess requisite standards of integrityexperienced (including the proficiency) and are the persons of expertise positiveattribute ethical behavior and independent judgement. The Board confirms that allIndependent Directors of your Company have given a declaration to the Board that they meetthe criteria of independence as prescribed under Section 149(6) of the Act along withRules framed thereunder and Regulation 16 of the Listing Regulations. They have beenalready registered with MCA Databank of Independent Directors in terms of section 150 ofthe Companies Act 2013 read with rule 6 of the Companies (Appointment & Qualificationof Directors) Rules 2014
15. SCHEME OF ARRANGEMENT
During the year under review applications/petitions were filed with the Hon'bleNational Company Law Tribunal (NCLT) Ahmedabad Bench for sanction of theScheme of arrangement in nature of Amalgamation with the wholly owned subsidiary of thecompany viz.: Divine Windfarm Private Limited (Transferor Company). The NCLT AhmedabadBench sanctioned the scheme vide their Order passed on 30th January 2020 andthe Board of Directors of the Company at its Meeting held on 02nd March 2020have considered and took note of the Certified True Copy order of the National Company LawTribunal (NCLT) Ahmedabad Bench received on 14th February 2020 approving theScheme of arrangement in nature of Amalgamation under section 230 to 232 of the CompaniesAct 2013. The certified copies of the Order passed by NCLT Ahmedabad Bench was filed withthe Registrar of Companies Ahmedabad. The Appointed Date of the Scheme would be 1stApril 2019 and All assets and liabilities of the Transferor Company pursuant to thisScheme shall be recorded at their book values in the books of accounts of the TransfereeCompany. Further all the reserves appearing in the books of accounts of the TransferorCompany will be accounted by the Transferee Company as it is in its books of accounts. TheTransferor Company is a wholly owned subsidiary of the Transferee Company. Accordinglyupon the Scheme becoming effective no shares of the Transferee Company shall be allottedin lieu or exchange of the holding of the Transferee Company in the Transferor Company andthe issued and paid-up capital of the Transferor Company shall stand cancelled and therewill be no consideration. Therefore the Transferor Company Divine Windfarm PrivateLimited stand dissolved without being winding up. Accordingly the financials for the yearended March 31 2020 have been recast to reflect the impact of the merger on thestandalone audited financial statements of the Company.
16. 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 were 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 10 2020 without thepresence of the Management team and the Non-Independent Directors of the Company.
17. 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-time Director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond 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 or retirementof 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 in the Board on account of its diversity policy or
e. any change required by the law.
C. Positive attributes of Directors / Independent Directors:
a. Demonstrate integrity trustworthiness and ability to handle situations of conflict
b. Update their knowledge and skills with the latest developments in legal provisionsin the renewable energy industry and also in the market conditions in which the Companyoperates;
c. Devote sufficient time and attention to the business and to address issuesproactively;
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 the requirements of the Act readwith the Rules made thereunder and provisions of the relevant regulations of LODR as inforce 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 any Committee thereofattended.
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.
18. 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 endeavorsthrough 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
19. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 (5) of the Companies Act 2013 in relation to the financialstatements for the year 2019-20 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 31stMarch2020and 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.
20. 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.
21. 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 Company hasreceived necessary declaration from the Independent Directors as required under Section149(7) of the Act and LODR Regulations confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Act and that of LODR Regulations.
The Board of Directors met Six (6) times during the year 2019-20 viz. May 28 2019;June 11 2019; August 12 2019; November 7 2019; February 10 2020 and March 02 2020.The intervening gap between two consecutive meetings was not more than one hundred andtwenty days.The names and categories of Directors on the Board their attendance at BoardMeetings; Committee Meetings and at the last Annual General Meeting (AGM) aswell as their shareholding as on March 31 2020 are given below:
| ||No. of Board Meetings during the year ||Audit Committee ||Nomination & Remuneration Committee ||Stakeholders Relationship Committee ||No. of equity |
|Name ||Held ||2019-20 Attended ||Attend ance at the last AGM held on 24/09/ 2019 ||Held ||Attended ||Held ||Attended ||Held ||Attended ||shares held on March 31 2019 |
|EXECUTIVE JIGAR SHAH ||6 ||5 ||YES ||6 ||5 ||Not Appli cable ||Not Applicabl e ||4 ||4 ||374010 |
|AMBALAL PATEL ||6 ||6 ||YES ||Not Appli cable ||Not Applicable ||Not Appli cable ||Not Applicabl e ||Not Appli cable ||Not Applicabl e ||374010 |
|INDEPENDENT NON-EXECUTIVE || || || || || || || || || || |
|MANOJ JAIN ||6 ||6 ||YES ||6 ||6 ||4 ||4 ||4 ||4 ||- |
|RASHMI OTAVANI ||6 ||6 ||YES ||6 ||6 ||4 ||4 ||4 ||4 ||- |
|HEMANT PARIKH ||6 ||6 ||YES ||Not Appli cable ||Not Applicable ||4 ||4 ||Not Appli cable ||Not Applicabl e ||- |
COMPOSITION OF AUDIT COMMITTEE:
|MANOJ JAIN ||Chairman and Independent Director |
|RASHMI OTAVANI ||Independent Director |
|JIGAR SHAH ||Executive Director |
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:
Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of sub-section (2) of section 164 of the CompaniesAct 2013.
Disclosure under Management Discussion and Analysis of Financial Conditionand Results of Operations.'
Any changes in accounting policies and practices and reasons for the 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 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 theutilization of loans and/ or advances from/investment by the holding company in thesubsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans / advances / investments.
The Company Secretary acts as Secretary to the Audit Committee and no personnelhas been denied access to the audit committee.
NOMINATION & REMUNERATION COMMITTEE:
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
|MANOJ JAIN ||Chairman and Independent Director |
|RASHMI OTAVANI ||Independent Director |
|HEMANT PARIKH ||Independent Director |
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:
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
|MANOJ JAIN ||Chairman and Independent Director |
|RASHMI OTAVANI ||Independent Director |
|JIGAR SHAH ||Executive Director |
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: firstname.lastname@example.org |
Details of investor complaints received and redressed during the year 2019-20 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.
22. 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.
23. 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.
24. CORPORATE GOVERNANCE 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 Regulations 17 to 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V shall not apply in respect of the listed entity having paid up equity sharecapital not exceeding rupees ten crore and net worth not exceeding rupees twenty fivecrore as on the last day of the previous financial year. Therefore the Company is notfalling under aforesaid applicability criteria prescribed in SEBI Circular as mentionedaforesaid and in the LODR regulations and does not required to prepare and attach thereport on Corporate Governance and Certificate from the company's auditors / practicingcompany secretary regarding compliance of condition of Corporate Governance with the thisAnnual Report.
25. 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. Further theCompany has not made an investments under the said section of the companies act 2013.
27. 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.
28. 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 April2019 the company had already approved and adopted the revised code of Code OfPractices & Procedures For Fair Disclosure Of Unpublished Price SensitiveInformation under Regulation 8(1) of the PIT Regulations during the last financialperiod under review. Regular presentations and updates on relevant statutory changesencompassing important laws are made and circulated to the Directors. The Company has alsoadopted the Policy for determination of legitimate purposes which forms part of aboveCode
The above said code have been uploaded on the website of the company and also inaccordance with the PIT Regulations. Your Company has a comprehensive Code of Conduct forregulating monitoring and reporting of trading by Insiders. The said Code lays downguidelines which advise Insiders on the procedures to be followed and disclosures to bemade in dealing with the shares of the Company and cautions them on consequences ofnon-compliances. The Code of Conduct have been also uploaded on the website of theCompany.
29. AUDITORS STATUTORY AUDITORS
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. However the Ministry of Corporate Affairs vide its Notification dated 7thMay2018 has 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. The Notesto the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013. TheAuditors' Report is enclosed with the financial statements in this Annual 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 Of cers 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 2019-20. The Secretarial Audit Report is annexed herewith asAnnexure-A.
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) Secretarial Auditor's Report
Observations or qualifications made by the Secretarial Auditors and explanation to begiven by the Board are as under:
1. During the Audit period we have observed that Company has not filed ConsolidatedFinancial Results for the quarter ended 30th June 2019 with stock exchangeupon which BSE Limited has levied penalty of Rs. 88500/- vide letter dated 30/08/2019 andsame has been paid by the Company on 09/09/2019. Accordingly the Company has uploaded thesaid result with BSE Limited and published the newspaper advertisement for consolidatedFinancial Results for the quarter ended 30th June 2019 in terms of Regulation47 of SEBI (Listing Obligation and Disclosures Requirements) Regulation 2015 on04/09/2019 and accomplished with the SEBI Regulations. Reply: In respect of theobservations regarding the non-submission of consolidated financial results for thequarter ended 30th June 2019 the Company has uploaded the said results withBSE Limited on 31st August 2019 and published the newspaper advertisement forconsolidated Financial Results for the quarter ended 30th June 2019 on 04thSeptember 2019 in terms of Regulation 47 of SEBI (Listing Obligation and DisclosuresRequirements) Regulation 2015 and complied with the SEBI Regulations. The said delay wasinadvertent and oversight and penalty has been paid by the company during the period underreview.
30. 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 accessedat: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 Annexure-B in respect ofRelated Party Transactions.
31. MAINTANENCE OF COST ACCOUNTS AND RECORDS
During the financial year 2019-20 the provisions related to maintenance of costaccounts and records under Section 148 (1) of the Companies Act 2013 are not applicableto the Company.
32. TRANSFER OF SHARES IN FAVOUR OF INVESTOR EDUCATION AND PROTECTION FUND (IEPF)AUTHORITY
Pursuant to the provisions of the Act read with the Investor Education and ProtectionFund Authority Rules the shares on which dividends have not been claimed for 7consecutive years have been transferred in favour of IEPF Authority. As on date thecompany had transferred total 8730 equity shares in favour of IEPF. During the year theCompany has transferred 800 equity shares of 10 shareholders to the demat account of IEPFAuthority. Further The Company has uploaded complete details of such Shares which werealready transferred to DEMAT Account of IEPF Authority on its website:www.kinterenewables.com. Furthermore Shareholders may claim back the shares which werealready credited along with the unclaimed dividend amount from IEPF Authority afterfollowing the procedures prescribed under IEPF Rules. The procedures for claiming the sameis available at www.mca.gov.in and www.iepf.gov.in.
33. 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 2019-20: 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 ||0.00% |
|Mr. Harshal Gandhi Company Secretary ||15.61% |
3. The percentage increase in the median remuneration of employees for the financialyear 2019-20: Refer Point No. 2 above
4. The number of permanent employees on the rolls of Company: 2 employees as on 31stMarch 2020.
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
Average increase in remuneration of KMPs: 8.87%
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 2019-20 by 8.87% compared to 5.00% of previous year.
6. 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.
34. 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 2020 in Form No. MGT-9 is attached as AnnexureC and 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.
35. 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. Further the
Company is aggressively pursuing cost reduction avenues which will make the sector morecost efficient going forward
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 andexperimenting with our value engineering approach to make our projects more economicallyviable to improve efficiency plant availability and output and as a resultprofitability.
b. Benefits derived as a result of the above efforts:
Product improvement cost reduction product developmentoptimization of powergeneration and System reliability improvement
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 |
36. 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 ofthe Act and the Rules made thereof): The Company has not accepted any deposits from publicand as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
b) Issue of equity shares with differential rights as to dividend voting or otherwise:
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 under any scheme: Your Companyhas not issued any shares including sweat equity shares to employees of the company underany scheme during the Financial Year under review.
d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Companyreceive any remuneration 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 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.
g) Significant and Material Orders Passed by the Regulators or Courts:
During the year under review applications/petitions were filed with the Hon'bleNational Company Law Tribunal (NCLT) Ahmedabad Bench for sanction of theScheme of arrangement in nature of Amalgamation with the wholly owned subsidiary of thecompany viz.: Divine Windfarm Private Limited (Transferor Company). The NCLT AhmedabadBench sanctioned the scheme vide their Order passed on 30th January 2020.
The Company has applied for the seeking extension of Condonation of delay in filing ofSpecial Resolution passed under Section 117(3)(a) and Board Resolution passed underSection 179(3)(g) of the Companies Act 2013 in e-form MGT-14 and the Central Governmentorder has been received by the company after the end of financial year. The Company hasfiled the said order with the Registrar of Companies Ahmedabad. There have been no anyother significant and material orders passed by Regulators or Courts or Tribunalsimpacting the going concern status and the future operations of the Company. h) There isno Corporate Insolvency Resolution Process initiated under the Insolvency and BankruptcyCode 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 are deeply grateful for every person who riskedtheir life and safety to fight this COVID 19 pandemic. The Directors appreciate and valuethe contribution made by every employee to combat COVID 19. The Board also would like tothank our shareholders vendors service providers bankers and all other stakeholders fortheir continued and consistent support to the Company during the year. Finally theDirectors wish to express their gratitude to the members for their unwavering trust andsupport. Your Directors trust that you will consider the working results satisfactory.