Ravindra Energy Ltd.
|BSE: 504341||Sector: Others|
|NSE: N.A.||ISIN Code: INE206N01018|
|BSE 00:00 | 22 Mar||43.00||
|NSE 05:30 | 01 Jan||Ravindra Energy Ltd|
|Mkt Cap.(Rs cr)||514|
|Mkt Cap.(Rs cr)||514.41|
Ravindra Energy Ltd. (RAVINDRAENERGY) - Director Report
Company director report
The Shareholders of
Ravindra Energy Limited
The Board of Directors is pleased to present the 38th Annual Report of the Companytogether with the Audited Financial Statements (Standalone and Consolidated) for thefinancial year ended March 31 2018.
Results of Operations and the State of the Company's Affairs
The standalone revenue from operations for the year ended March 31 2018 was Rs. 469.19million and other income was Rs. 50.80 million aggregating to Rs. 519.99 million asagainst revenue from operations of Rs. 539.87 million and other income of Rs. 61.38million aggregating to Rs. 601.25 million for the previous year
ended March 31 2017. The Company earned profit after tax of Rs. 38.90 million for theyear ended March 31 2018 as compared to Rs. 63.25 million earned for the previous yearended March 31 2017. Revenue from operations includes trading of coal installation andcommissioning sale of solar system for water pumping sale of electricity etc.
The consolidated revenue from operations for the year ended March 31 2018 was Rs.4174.50 million and other income was Rs. 73.72 million aggregating to Rs.4248.22million as against revenue from operations of Rs. 6206.55 million and other income ofRs. 230.86 million aggregating to Rs. 6437.41 million for the previous year ended March31 2017. The Company incurred a consolidated loss of Rs. 1397.70 million for the yearended March 31 2018 as against consolidated loss Rs. 18.10 million incurred for theprevious year ended March 31 2017.
The Company's financial performance for the year ended March 31 2018 is summarizedbelow.
TRANSFER TO RESERVES
In view of inadequate profits earned for the financial year ended March 31 2018 noamount was transferred to General Reserves.
With a view to conserve the resources the Board of Directors did not recommend anydividend for the financial year ended March 31 2018.
During the year under review the Scheme of Amalgamation of Vantamuri Trading andInvestments Limited and Nandur Sugars Limited was approved by the Members Secured andUnsecured Creditors at their respective meetings held on October 12 2017. Accordinglythe Ministry of Corporate Affairs Office of the Regional Director South East RegionHyderabad passed an Order on November 22 2017 pursuant to Section 233 of the CompaniesAct 2013 and Rule 25(5) of the Companies (Compromises Arrangements and Amalgamations)Rules 2016 confirming the Scheme of Amalgamation of Vantamuri Trading and InvestmentsLimited and Nandur Sugars Limited into Ravindra Energy Limited.
Further on registration of the Scheme by the Regional Director Vantamuri Trading andInvestments Limited and Nandur Sugars Limited (the Transferor Companies) Wholly-OwnedSubsidiaries of the Company are dissolved without the process of winding up.
RECLASSIFICATION/MODIFICATION OF PROMOTER AND PROMOTER GROUP
The Company has received applications pursuant to Regulation 31A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from Mr. Shailesh Rojekar andMurkumbi Investments Private Limited for reclassification/modification of their status inthe shareholding pattern of the Company.
Mr. Shailesh Rojekar holding 250000 equity shares of Rs. 10 each i.e. 0.20% of thetotal capital whose name is included in the Promoter and Promoter Group has madeapplication to the Company stating that he is not an immediate relative of the individualpromoters as defined in Regulation 2(1)(zb) of the SEBI (Issue of Capital and DisclosureRequirements) Regulations 2009 and thus does not fall in the category of "Promoterand Promoter Group". He has therefore made an application to the Company toreclassify/modify his status in the shareholding pattern by deleting his name from thecategory "Promoter and Promoter Group" and include the same in the 'Public'Category.
Further Murkumbi Investments Private Limited one of the promoters of the Companyholding 32083110 equity shares of Rs. 10 each in the Company i.e. 26.27% of the totalshare capital transferred its entire holding to one of the existing promoters of theCompany by way of inter-se transfer after complying with all the applicable provisions ofthe SEBI Regulations. Since the holding of Murkumbi Investments Private Limited in theCompany post transfer reduced to zero has made an application to delete its name and toreclassify/modify the shareholding pattern disclosed to the stock exchange pursuantRegulation 31A(1) of the SEBI (LODR) Regulations 2015.
The Board of the Directors of Company approved the application of Mr. Shailesh Rojekarand Murkumbi Investments Private Limited subject to the approval of the shareholders ofthe Company in general meeting.
No change in the control of the Company would occur if thereclassification/modification as prayed for by Mr. Shailesh Rojekar and MurkumbiInvestments Private Limited is approved.
Solar Photo Voltaic (PV) Power Pumping Systems
a) Direct Orders under General & NABARD Scheme
The Company had target to install 750 Solar Photo Voltaic (PV) Power Pumping Systemsduring the financial year 201617. However the Company has so far installed andcommissioned 275 Solar Photo Voltaic (PV) Power Pumping Systems at existing irrigationwells at various locations in the state of Karnataka. Since the Ministry of New andRenewable Energy (MNRE) and National Bank for Agriculture & Rural Development(NABARD) have withdrawn the subsidies available on Solar Photo Voltaic (PV) Power PumpingSystems the Company could install 350 systems during the year under review.
b) Under KREDL Scheme
Under Karnataka Renewable Energy Development Limited (KREDL) Government of KarnatakaScheme the Company is awarded the work of supply installation testing commissioningand five year comprehensive maintenance of 1530 numbers of AC Solar Water Pumping Systemsof 5 HP capacities. KREDL has allotted total 1263 numbers of pumps out of which theCompany has commenced the work of installation and so far 674 numbers have beencommissioned and 589 number of pumps are at various stages of commissioning. The Companyhas set target to install and commission all 1530 numbers by the end of September 302018.
c) Under MEDA Scheme
Under Maharashtra Energy Development Agency (MEDA) Government of Maharashtra Schemethe Company has successfully commissioned 101 solar AC & DC pumps across variousdistricts in the State of Maharashtra.
Roof Mounted Solar Projects
The Company through its Wholly-Owned Subsidiary i.e. Rhibhu Rooftop Solar SolutionsLimited a Special Purpose Vehicle has signed Power Purchase Agreements/ EPC Agreementswith various parties for setting up Solar Rooftop Photo Voltaic Systems.In addition to theexisting projects of 646 kw the new projects under the SECI Scheme were successfullycommissioned in the State of Karnataka and Maharashtra are detailed as under -
Ground Mount Solar Power Projects
The Company by partnering in Limited Liability Partnerships has set up 34 MW GroundMount Solar Power Projects. The assignment of another project having capacity of 3 MW isbefore the Bangalore Electricity Supply Company Limited for consideration. The Company hasinstalled commissioned and synchronised to the grid 15 Ground Mount Solar Power Projectsof the aggregate capacity of 34 MW at various locations in Karnataka.
Engineering Procurement & Construction (EPC) and Operations & Maintenance (O& M) Contracts
The Company had entered in to EPC and O & M Contracts with 15 Limited LiabilityPartnership Firms for setting up of 1 to 3 MW Ground Mount Solar Power Projects and forproviding operation and maintenance services to the said projects. The Company has startedgenerating revenue from the said contracts.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 is presented separately and forms part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 ("the Act") andIndian Accounting Standard (AS)-27 the Company has prepared Consolidated FinancialStatements for the financial year ended March 31 2018 and which are annexed to thisAnnual Report.
Pursuant to the proviso to Section 129(3) of the Companies Act 2013 the Company hasalso attached along with its financial statements a separate statement containing thesalient features of the financial statement of its subsidiaries in the prescribed Form AOCI.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 21 subsidiary companies as on March 31 2018 including 15 LimitedLiability Partnerships by virtue of exercise of more than one half of total voting powerat its own. There was no Associate or Joint Venture Company within the meaning of Section2(6) of the Companies Act 2013 as on that date. There has been no material change in thenature of the business of the subsidiaries.
However during the year under review PT Nagarta Coal Fields (Indonesia) Renuka GlobalMinerals (Mauritius) and PT. Bandargah Mandiangin Internasional (Indonesia) ceased to besubsidiaries of the Company. Further on registration of the Scheme of Amalgamation ofVantamuri Trading and Investments Limited and
Nandur Sugars Limited (the Transferor Companies) into Ravindra Energy Limited by theRegional Director the Transferor Companies are dissolved without the process of windingup.
List of subsidiaries of the Company as on March 31 2018 is given in the Extract ofAnnual Return in Form MGT 9 forming part of this report.
PT Renuka Jambi (Indonesia) Wholly-Owned Subsidiary of Renuka Energy Resource Holdings(FZE) is under the process of winding- up.
Pursuant to the proviso to Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents are available onthe Company's website at www.ravindraenergy.com.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at www.ravindraenergy.com.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable Accounting Standards read with requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India.
The report on Corporate Governance as stipulated under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of corporate governance is attached to theReport on Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements with related parties that were entered in to during thefinancial year were on an arm's length basis and were in the ordinary course of business.
All related party transactions were placed before the Audit Committee for approval asper the Company's policy on related party transactions. The Policy is available on theCompany's website at www.ravindraenergy.com.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof foreseen and repetitive nature on yearly basis. A statement giving details of allrelated party transactions is placed before the Audit Committee for their approval.
There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.
Since the Company has not entered in to any contracts or arrangements or transactionsnot at arm's length basis with related parties so also material contracts arrangement ortransactions with related parties the disclosure of particulars pursuant to section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 aretherefore not made.
Your Company has Risk Management Policy pursuant to the requirements of ListingRegulations. The details of Committee and its terms of reference are set out in theCorporate Governance Report forming part of the Board's Report. Identification of elementsof risk and their mitigation are discussed in the meeting of the Risk ManagementCommittee.
INTERNAL FINANCIAL CONTROLS
The internal control systems are commensurate with the nature of business and the sizeand complexity of operations of the Company. The Audit Committee periodically evaluatesadequacy and effectiveness of the Company's internal financial control systems andmonitors the implementation of recommendations made by the Committee.
The Auditors of the Company have also opined that "the Company has in all materialrespects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at 31st
March 2018". Further Certificate of Compliance from the Chief Executive Officerand Chief Financial Officer annexed to this report confirms the adequacy of the internalcontrol systems and procedures of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mrs. Vidya MurkumbiDirector (Chairperson) of the Company is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment as Director ofthe Company.
The Board of Directors in its meeting held on August 25 2018 appointed Mrs. VidyaMurkumbi as Whole-Time Director designated as Executive Chairperson of the Company for aterm of three years with effect from September 1 2018. Mrs. Vidya Murkumbi has attainedthe age of seventy years and hence pursuant to proviso to Clause (c) of Part I ofSchedule V of the Companies Act 2013 your Board of Directors recommend her appointment bypassing a special resolution at the ensuing annual general meeting.
The Board of Directors at its meeting held on August 3 2018 appointed Mr. NarendraMurkumbi as an Additional Director & Vice Chairman on the Board of Directors of theCompany to hold office up to the date of the next annual general meeting. The Company hasreceived notice in writing under section 160 of the Companies Act 2013 proposing hiscandidature for the office of Director.
Mr. Narendra Murkumbi trained as an Electronics Engineer and then did his MBA from theIndian Institute of Management Ahmedabad in 1994. He co-founded Shree Renuka SugarsLimited and in the last 18 years built the Company into one of the largest manufacturersand refiners of sugar in the world with operations in India and Brazil. He was on theBoard of ICICI Bank Limited ICICI Investment Management Company Limited and ICICISecurities Limited.
Considering his high qualification rich knowledge and varied experience the Boardrecommends his appointment as Director which would be of immense benefit to the Company.Mr. Narendra Murkumbi shall hold the office as a Non-Executive Director liable to retireby rotation.
Mr. Ramnath Sadekar - Company Secretary & Compliance Officer of the Company vacatedhis office on account of attaining the age of superannuation with effect from the close ofbusiness hours on June 30 2018. Further Mr. Vadiraj Mutalik an Associate Member of theInstitute of Company Secretaries of India having ACS No. 50738 was appointed as theCompany Secretary & Compliance Officer of the Company with effect from July 1 2018in compliance with the provisions of Section 203 of the Companies Act 2013 and Regulation6 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Mr. Satish Mehta Mr. Vishwanath Mathur and Mr. Robert Taylor are Independent Directorson the Board. They have given declaration that each of them meet the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). There has been no change in the circumstances affecting their statusas an Independent Director during the year.
Pursuant to Section 178(2) of the Companies Act 2013 Nomination and RemunerationCommittee of the Board carried out an annual evaluation of every director's performance.Pursuant to the provisions of Schedule IV to the Companies Act 2013 and Regulation 17(10)of the Listing Regulations the Board evaluated performance of Independent Directors. TheIndependent Directors in a separate meeting reviewed the performance of NonIndependentDirectors performance of the Board as a whole and performance of the Chairperson.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS AND THEIR REPORT
M/s. Ashok Kumar Prabhashankar & Co. Chartered Accountants Bangalore wereappointed as Statutory Auditors of the Company for a term of three consecutive years atthe Annual General Meeting of the Company held on 29th September 2015 to hold officefrom the conclusion of the said meeting until the conclusion of the 38th annual generalmeeting to be held in the year 2018.
Accordingly the tenure of office of M/s. Ashok Kumar Prabhashankar & Co.Chartered Accountants Bangalore will be concluding at the forthcoming annual generalmeeting of the Company. The Board of Directors at its meeting held on August 3 2018 onthe recommendation of the Audit Committee resolved to recommend to the members of theCompany the appointment of M/s. Ashok Kumar Prabhashankar & Co. CharteredAccountants Bangalore as Auditors for the second term of 5 consecutive years commencingfrom the conclusion of the 38th annual general meeting till the conclusion of the 43rdannual general meeting of the Company at a remuneration as may be mutually agreed by andbetween the Auditors and the Board of Directors.
The Auditors' Report to the shareholders for the year ended March 31 2018 does notcontain any qualification reservation or adverse remark and therefore do not call for anyexplanation/comments.
SECRETARIAL AUDITORS AND THEIR REPORT
In accordance with the provisions of Section 204 of the Companies Act 2013 the Boardappointed M/s. Sanjay Dholakia & Associates Company Secretaries Mumbai to conductSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith as Annexure I and formspart of this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark and therefore do not call for any explanation/comments.
Pursuant to the provisions of Section 148(1) of the Companies Act 2013 the Company hasmade and maintained cost accounts and records for the financial year ended March 31 2018.
DISCLOSURES AUDIT COMMITTEE
The Audit Committee comprises of two Independent Directors namely Mr. Satish Mehta(Chairman) Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as other member. Role of theCommittee is provided in the Corporate Governance Report annexed to this report. All therecommendations made by the Audit Committee were accepted by the Board.
The Company has formulated policy on Vigil Mechanism/Whistle Blower for directors andemployees to report concerns or grievances about unethical behavior actual or suspectedfraud or violation of Company's code of conduct or ethics policy pursuant to Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy may be accessed on the Company's website at
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of two Independent Directors namelyMr. Satish Mehta (Chairman) Mr. Vishwanath Mathur and Mrs. Vidya Murkumbi as othermember. The policy for Selection of Directors and determining Directors' Independence andpolicy relating to the Remuneration of Directors Key Managerial Personnel and otherEmployees may be accessed on the Company's website at
The salient features of the policies are annexed to this report as Annexure II.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The brief outline of the Company's Corporate Social Responsibility Policy and theinitiatives undertaken by the Company on CSR activi ties during the year are set out in AnnexureIII of this report in the format prescribed in the Companies (Corporate Social Re sponsibility Policy) R ui es 2014. The other details relating to the CSR Committee areprovided in the Corporate Governance Report forming part of this report.
INTERNAL COMPLAINTS COMMITTEES
The Board of directors in its meeting held on August 25 2018 constituted a committeeby name Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with Rule 8(5)(x) of the Companies(Accounts) Rules 2014.
MEETINGS OF THE BOARD
The Board of Directors met five times during the year under review on May 26 2017August 12 2017 August 23 2017 December 11 2017 and February 14 2018. The maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013 and Listing Regulations. Details of the meetings of the Board ofDirectors held are given under the report on the Corporate Governance.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES
Loans investments guarantees and securities covered under Section 186 of theCompanies Act 2013 form part of the notes to the Standalone Financial Statements providedin this Annual Report.
MATERIAL CHANGE AND COMMITMENT
The Company had provided Corporate Guarantee in favour of ICICI Bank Limited to securethe loan of USD 16 Million availed by Renuka Energy Resource Holdings (FZE) an overseasWholly- Owned Subsidiary of the Company. Since Renuka Energy Resource Holdings (FZE) wasunable to pay the loan amount ICICI Bank Limited invoked the Corporate Guarantee providedby the Company which as been duly discharged by the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
Particulars with respect to conservation of energy pursuant to Rule 8(3) A of theCompanies (Accounts) Rules 2014 are not given as during the year under review the Companywas engaged in the business of trading and installation of Solar Photo Voltaic (PV) PowerPumping Systems and Roof Mounted Solar Power Projects not requiring consumption of power.Consumption of power was only for office purpose.
The Company was not engaged in any activity relating to production and manufacture. Noamount was therefore spent towards Technology Absorption. Particulars with respect to
Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014are therefore not given.
Foreign Exchange Earnings and Outgo
* Foreign exchange earnings: NIL.
* Foreign exchange outgo: Rs. 151.54 Million.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 extract of Annual Return in theprescribed Form MGT 9 is provided as Annexure IV which forms part of this report and isplaced under the head investors on the website of the Company at
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure V.
There is no employee who was employed through out the financial year 2017-18 drawingremuneration which in aggregate was not less than Rupees One Crore and Two Lakhs perannum.
There was no employee employed for part of the financial year 2017-18 drawing theremuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and FiftyThousand per month.
During the year under review your Company has complied with the applicable SecretarialStandards on Meetings of the Board and General Meeting.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to directors and employees of theCompany under any scheme.
c. Details of acceptance of money from Directors.
d. Details relating to Employees Stock Option Scheme.
e. Buyback of shares.
f. The Company does not have any scheme for provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees.
g. Purchase by Company of its own shares or giving of loans for such purchase.
h. The Whole-Time Director of the Company did not receive any remuneration orcommission from any of its subsidiaries.
i. There is no change in the nature of business of the Company or its subsidiaries.
j. The details relating to deposits covered under Chapter V of the Act.
k. The details of deposits which are not in compliance with the requirements of ChapterV of the Act.
l. The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
m. No fraud has been reported by the Auditors to the Audit Committee of the Board.
n. No cases of child labour forced labour involuntary labour sexual harassment anddiscriminatory employment were reported in the financial year 2017-18.
Your Directors wish to place on record their sincere appreciation for the co-operationand assistance received from investors customers business associates bankers vendorsas well as regulatory and Governmental authorities and finally to all shareholders fortheir trust and confidence reposed in the Company. Your Directors also thank the employeesat all levels for their support and co-operation.