KINTECH RENEWABLES LIMITED
Your Directors present the Thirty-Third Annual Report of your Company together with theAudited Standalone and Consolidated financial statements for the financial year endedMarch 31 2018. 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 2018 are as under:
| || || || ||(in Rs ) |
|Particulars ||Standalone ||Consolidated |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Total Revenue ||10455002 ||7608580 ||48899056 ||93658300 |
|Total Expenses ||7969507 ||3332071 ||40014168 ||40281166 |
|Profit (Loss) Before Tax ||2485496 ||4305613 ||8884888 ||53377134 |
|Tax Expenses/Deferred Tax ||(658387) ||(1239679) ||(2748711) ||(2166123) |
|Net Profit/(Loss) After Taxation ||1827109 ||3065934 ||6136177 ||51211011 |
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. 10455002/- as against of Rs.7608580/- in the previous year. Net profit for the year is Rs. 1827109/- as comparedto the net profit of Rs. 3065934/- in the previous year. Your Company is striving hardto perform better in the current year.
During the year under review the consolidated total revenue was Rs. 48899056/- asagainst Rs. 93658300/- in the previous year. The consolidated Net profit for the yearwas Rs. 6136177/- as compared to Rs. 51211011/- in the previous year.
The Company has prepared the Financial Statement in Accordance with accounting standard(Ind-AS) notified under section 133 of the Companies Act 2013. Previous year numbers inthe Financial Statements have been restated as per Ind-AS.
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 2018.
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 2018.
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 has prepared ConsolidatedFinancial Statements of the Company and its subsidiary which form part of this AnnualReport. Further a statement containing salient features of the Financial Statements ofits subsidiary in Form AOC-1 as annexed in Annexure - B forms part of theConsolidated Financial Statements. The statement also provides the details of performanceand financial position of its subsidiary. In accordance with Section 136 of the CompaniesAct 2013 the audited Financial Statements including the Consolidated FinancialStatements and related information of the Company form part of this Annual Report. Theaudited accounts of its subsidiary are available on the website of the company atweblink: http://kintechrenewables.com/wp-content/uploads/2018/07/Financial-Statements_Divine_31.03.2018.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 2017-18 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 of Rs.41414055/ and EBT Profit of Rs. 6399392/- for the Financial Year 2017-18 underreview.
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.
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 2018-19 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 MANGERIAL PERSONNEL
Pursuant to Section 152(6) of the Companies Act 2013 and Articles of Association ofthe Company. Mr. Jigar Jasvantlal Shah (holding DIN 00385460) will retire by rotation atthe ensuing AGM and is eligible for reappointment at the ensuing Annual General Meeting ofthe Company.
Pursuant to the Regulation 36(3) & 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 are given in theexplanatory statement to the notice convening Annual General Meeting of the Company.
During the year under review there was change in the Key Managerial Personnel of theCompany. As at March 31 2018 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 |
During the period under review Mr. Parth U. Shah Company Secretary of the Company hasbeen resigned from the post of company secretary w.e.f. 30th December 2017 andMr. Harshal V. Gandhi has been appointed as Company Secretary of the company w.e.f. 11thJanuary 2018.
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. 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.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATION POSITIVE ATTRIBUTES INDEPENDENCE OF DIRECTOR
During the year under review the Company had adopted and approved the revisedNomination and Remuneration Policy to align with the requirement of SEBI (LODR)Regulations and formulated 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:
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 the Board 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 ofthe Company who are neither in the whole time employment nor managing directors shall beapproved by the shareholders of the Company. The Committee and the Board shall inaccordance with the approval of the shareholders of the Company determine the manner andextent upto which the commission shall be paid to the Non-Executive Directors. Furtherthe following is the criteria for remuneration:
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.
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.
Details of familiarization programs extended to the Non-executive & IndependentDirectors are also disclosed on the Company website from time to time at:http://kintechrenewables.com/wp-content/uploads/2017/09/Familiarisation- Programme.pdf
15. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 (3) (c) of the Companies Act 2013 in relation to the financialstatements for the year 2017-18 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 2018 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. 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.
17. 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") .
|Name ||No. of Board Meetings during the year 2017-18 ||Attendance at the last AGM held on 20/09/2017 ||Audit Committee ||Nomination & Remuneration Committee ||Stakeholders Relationship Committee ||No. of equity shares held on March 31 2018 |
| ||Held ||Atten ded || ||Held ||Attended ||Held ||Attend ed ||Held ||Attended || |
|EXECUTIVE || || || || || || || || || || |
|JIGAR SHAH ||5 ||5 ||YES ||4 ||4 ||2 ||2 ||4 ||4 ||374010 |
|AMBALAL PATEL ||5 ||5 ||YES ||Not Appli cable ||Not Applicable ||Not Appli cable ||Not Applic able ||Not Appli cable ||Not Applicable ||374010 |
|INDEPENDENT NON-EXECUTIVE || || || || || || || |
|MANOJ JAIN ||5 ||5 ||YES ||4 ||4 ||2 ||2 ||4 ||4 ||- |
|RASHMI OTAVANI ||5 ||5 ||YES ||4 ||4 ||2 ||2 ||4 ||4 ||- |
The Board of Directors met five (5) times during the year 2017-18 viz. May 20 2017;August 21 2017; September 14 2017; December 12 2017 and February 08 2018. The namesand categories of Directors on the Board their attendance at Board Meetings; CommitteeMeetings and at the last Annual General Meeting ("AGM") as well as theirshareholding as on March 31 2018 are given below:
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 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 Condition andResults 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 and recommend the Cost Audit Report to the Board if applicable
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 the management'
Periodically verification of related party transactions
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. Harshal Virendra Gandhi
Kintech Renewables Limited
Kintech House 8 Shivalik Plaza
Opp. AMA IIM Road Ahmedabad - 380 015
Telephone: +91 79 2630 3064
Fax: +91 79 2630 3052
Details of investor complaints received and redressed during the year 2017-18 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 February 08 2018 without the presence ofthe Management team and the Non-Independent Directors of the Company.
18. 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.
19. 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.
20. 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 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 Certificate fromthe company's auditors / practicing company secretary regarding compliance of condition ofCorporate Governance hence no Corporate Governance Report is attached to this AnnualReport.
21. 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.
22. INDIAN ACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs has notified on February 16 2015 that IndianAccounting Standards (Ind AS) are applicable to specified classes of companies from April01 2016 with a transition date of April 01 2015. The Company has adopted IndianAccounting Standards (Ind AS) from April 01 2017 with a transition date of April 012015. The transition was carried out from the accounting standards notified underCompanies (Accounting Standards) Rules 2006 (as amended) which was the previous GAAP. TheFinancial Statements for FY 2017-18 have been prepared in accordance with Ind AS asprescribed under the provisions of section 133 of the Companies Act 2013 read with theapplicable Rules issued thereunder and the other applicable and recognized accountingpractices and policies.
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.
24. 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.
25. INSIDER TRADING REGULATIONS:
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ('the PIT Regulations') on prevention of insider trading thecompany had approved and adopted the revised code of "Code of practices andprocedures for Fair Disclosure AND Code of Conduct for Prevention of Insider Trading ofUnpublished Price Sensitive Information" under Regulation 8(2) of the PIT Regulationsduring the period under review. The above said code have been uploaded on the website ofthe company and also in accordance with the PIT Regulations. Your Company has acomprehensive Code of Conduct for regulating monitoring and reporting of trading byInsiders. The said Code lays down guidelines which advise Insiders on the procedures tobe followed and disclosures to be made in dealing with the shares of the Company andcautions them on consequences of non-compliances. The Code of Conduct have been alsouploaded on the website of the Company.
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. The Ministry ofCorporate Affairs vide its Notification dated 7th May 2018 has dispensed withthe requirement of ratification of Auditor's appointment by the shareholders every year.Hence the resolution relating to ratification of Auditor's appointment is not included inthe Notice of the ensuing Annual General Meeting.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
There have been no frauds reported by the auditors during the Financial Year endedMarch 31 2018.
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. Kamlesh Patel Company Secretary inPractice to undertake the Secretarial Audit of the Company for the financial year 2017-18.The Secretarial Audit Report is annexed herewith as Annexure - 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) Statutory Auditor's Report
There are no qualification reservation adverse remarks or disclaimers in theauditor's report.
(II) Secretarial Auditor's Report
Observations or qualifications made by the Secretarial Auditors and explanation to begiven by the Board are as under :
1. The Company has not transferred the equity shares to IEPF Authority inrespect of which dividend has not been claimed for the consecutive seven years or morefrom the financial year 2008-09 & 2009-10 as per the provisions of Section 124(6) ofthe Companies Act 2013 and Investors Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 Reply : In respect of observation regardingnon transfer of equity shares to IEPF Authority in respect of which dividend has not beenclaimed for the consecutive seven years or more completed from the financial year 2008-09and 2009-10 as per the provisions of Section 124(6) of the Companies Act 2013 andInvestors Education and Protection Fund Authority(Accounting Audit Transfer and Refund)Rules 2016 the Company is in process of transferring of equity shares to IEPF Authorityin respect of which dividend has not been claimed for the consecutive seven years or morefrom the financial years 2008-09 & 2009-10.
2. The constitution of Nomination and Remuneration Committee was not as per therequirement of the provisions of Section 178 of the Companies Act 2013 read withRegulation 19(1) (b) of SEBI(LODR) Regulations 2015 as all the members should be Non -Executive members and at least fifty percent of the directors shall be independentdirectors.
Reply : In respect of observation regarding the non constitution of the Nominationand Remuneration Committee as per the requirement of the provisions of Section 178 of theCompanies Act 2013 read with
Regulation 19(1) (b) of SEBI(LODR) Regulations 2015 the Company is in the process ofappointing one Independent and Non - Executive director as member of the Nomination andRemuneration Committee on the board of the Company as per the Act and Regulation.
27. 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 Annexure - C in respectof Related Party Transactions.
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 2017-18:
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 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 ||10.28% |
|*Mr. Parth U. Shah - Company Secretary ||2.19% |
^Mr. Harshal Gandhi - Company Secretary
*Ceased to be company secretary w.e.f. 30th December 2017
^ Appointed as Company Secretary w.e.f. 11th January 2018
*Note: While calculating the % Increase / (Decrease) the remuneration of keymanagerial personnel who have held office for part of the year have been annualised basedon the actual remuneration paid during the period of office held.
3. The percentage increase in the median remuneration of employees for the financialyear 2017-18: Refer Point No. 1 above
4. The number of permanent employees on the rolls of Company: 2 employees as on 31stMarch 2018.
5. average percentile increase already made in the salaries of employees other thanthe managerial 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: 6.23%
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 2017-18 by 6.23% compared to 74.03% of previous year
Profit before tax for the year 2017-18 decreased by (42.27%) compared to the increaseby 317.87% 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.
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 - D 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 in year 2018-19.
b. Benefits derived as a result of the above efforts:
Product improvement cost reduction product development.
c. Information regarding technology imported during the last 3 years: N.A.
d. Expenditure incurred on Research and Development: Nil
(C) Foreign Exchange Earnings and Outgo -
(a) Foreign Exchange Earnings : Nil
(b) Foreign Exchange Out go : Nil
31. 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 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 2018 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 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(Share Capital and Debentures) Rules 2014 in respect of voting rights not exerciseddirectly by the employees of the Company as the provisions of the said section are notapplicable during 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
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
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.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date : 25th May 2018 ||KINTECH RENEWABLES LIMITED |
| ||JIGAR SHAH |
| ||Chairman & Managing Director |
|Encl.: Annexure A to Annexure D ||(DIN 00385460) |