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Ravindra Energy Ltd.

BSE: 504341 Sector: Others
NSE: N.A. ISIN Code: INE206N01018
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OPEN 60.45
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VOLUME 5144
52-Week high 78.00
52-Week low 26.25
P/E
Mkt Cap.(Rs cr) 801
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ravindra Energy Ltd. (RAVINDRAENERGY) - Director Report

Company director report

The Shareholders of

Ravindra Energy Limited

The Directors are pleased to present the 41st Annual Report of RavindraEnergy Limited together with the Audited Financial Statements (Standalone andConsolidated) for the financial year ended March 31 2021.

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

The standalone revenue from operations for the year ended March 31 2021 was Rs.1138.58 million and other income was Rs. 84.89 million aggregating to Rs. 1223.47million as against revenue from operations of Rs. 3527.67 million and other income wasRs. 263.77 million aggregating to Rs.

FINANCIAL SUMMARY AND HIGHLIGHTS

3791.44 million for the previous year ended March 31 2020. The Company has incurred aloss after tax of Rs. 99.56 million for the year ended March 31 2021 as compared to aprofit of Rs. 6.20 million earned for the previous year ended March 31 2020. Revenue fromoperations includes installation and commissioning sale of solar system for waterpumping sale of electricity etc.

The consolidated revenue from operations for the year ended March 31 2021 was Rs.3040.27 million and other income was Rs. 194.58 million aggregating to Rs. 3234.85million as against revenue from operations of Rs. 7193.76 million and other income wasRs. 627.85 million aggregating to Rs. 7821.61 million for the previous year ended March31 2020. The Company earned a consolidated profit of Rs. 69.78 million for the year endedMarch 31 2021 as against consolidated profit 58.16 million for the previous year endedMarch 31 2020.

The Company's financial performance for the year ended March 31 2021 is summarizedbelow.

(Amount in Mn)

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations 1138.58 3527.67 3040.27 7193.76
Other Income 84.89 263.77 194.58 627.85
Total 1223.47 3791.44 3234.85 7821.61
Profit/(Loss) before financial expenses depreciation and amortization 58.08 495.43 343.81 871.10
Financial expenses 149.82 200.29 314.90 425.49
Depreciation & Amortization 6.69 6.65 87.22 71.81
Profit/(loss) before exceptional and extraordinary items (98.43) 288.49 (58.30) 373.81
Exceptional & Extraordinary items - (280.32) - (280.32)
Profit/(loss) before tax (98.43 8.17 (58.30) 93.48
Provision for Current tax 0.27 0.45 0.47 0.45
Deferred Tax 0.86 1.51 (126.63) 35.60
Short and excess provision for earlier year - - - -
Profit/(Loss) for the year (99.56) 6.20 67.86 57.43
Share of Profit/(Loss) from Associate company - - 1.92 0.73
Re-measurement of defined benefit plans 0.71 (0.16) 0.71 (0.16)
Total Comprehensive income for the year (98.85) 6.04 70.49 58.00

COVID-19

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges – businesses &business models have transformed to create a new work order. The swift transition toremote working was facilitated by the Company. The physical and emotional wellbeing ofemployees continues to be a top priority for the Company with several initiatives tosupport employees and their families during the pandemic.

The revenue impact of the pandemic played out broadly along the lines that the Companyhad anticipated at the start and affected all verticals with varying levels of impact. Astatement of the impact on the Company’s business is incorporated in the ManagementDiscussion and Analysis forming part of this report.

AMALGAMATION

The Board of Directors in its meeting held on May 14 2020 approved the scheme ofamalgamation of Agri Venture Trading and Investment Private Limited into Ravindra EnergyLimited. Agri Venture Trading and Investment Private Limited is a Wholly-Owned Subsidiaryof the Company. The Company had made application under section 230 to 232 of the CompaniesAct 2013 read with the Rules made thereunder to the National Company Law Tribunal benchat Bangalore. Accordingly the Wholly-Owned Subsidiary as also made similar application toNational Company Law Tribunal bench at Mumbai.

The Hon’ble National Company Law Tribunal Bengaluru Bench in the matter ofScheme of Amalgamation of Agri Venture Trading and Investment Private Limited (aWholly-Owned Subsidiary) into Ravindra Energy Limited vide order dated November 18 2020and order dated December 14 2020 had directed to convene the meetings of the EquityShareholders on February 15 2021 and that of Secured and Unsecured Creditors on February16 2021 through video conferencing.

Accordingly the court convened meetings of the Equity Shareholders Secured Creditorsand Unsecured Creditors were held on February 15 2021 and February 16 2021 respectivelyand the Scheme of Amalgamation was approved with requisite majority. The Chairmanappointed for the said meetings filed his report to the Hon’ble NCLT. Further theCompany filed petition for sanction of the Scheme of Amalgamation and the Hon’bleNCLT directed the Company to serve notice of hearing of the petition to the statutoryauthorities which are served accordingly.

The petition is pending for sanction of the Hon’ble NCLT as the reports of theRegional Director (RD) / the Registrar of Companies (ROC) are awaited.

TRANSFER TO RESERVES

In view of inadequate profits earned for the financial year ended March 31 2021 noamount was transferred to General Reserves.

DIVIDEND

With a view to conserve the resources the Board of Directors did not recommend anydividend for the financial year ended March 31 2021.

DEPOSITS

During the year under review the Company has not accepted any deposits. Hence detailsrelating to deposits covered under Chapter V or deposits which are not in compliance withthe requirements of the Chapter V of the Companies Act 2013 are therefore not given.

The Company has received an amount of Rs. 50.00 million from Mrs. Vidya MurkumbiDirector of the Company as unsecured loan. Pursuant to the proviso to Rule 2(1)(c)(viii)of the

Companies (Acceptance of Deposits) Rules 2014 Mrs. Vidya Murkumbi Director of theCompany has given declaration in writing to the effect that the amount is not being givenout of funds acquired by her by way of borrowing or accepting loans or deposits fromothers.

PROJECTS

The Company has undertaken various projects relating Solar Photo Voltaic (PV) PowerPumping Systems Roof Top Solar Projects and Ground-Mount Solar Power Projects at variouslocations in the state of Karnataka Maharashtra Uttar Pradesh Delhi and Gujarat.

Details of the projects of the Company has been provided in the Corporate GovernanceReport forming part of this Annual Report.

On January 18 2021 Company announced the launch of its brand "Orenj" inBelagavi Karnataka. Orenj is our umbrella brand for full range of residential solarrooftop solutions. A Demo Centre was set up in Belagavi Karnataka. The Demo Centreallowed our potential customers to experience how solar rooftop system can seamlesslyintegrate with their homes.

ISSUE OF SECURITIES

During the year under review the Board of Directors with an intention to augmentfunds issued and allotted 7300000 (Seventy-Three Lakhs) 9% Unrated Unlisted UnsecuredCompulsorily Convertible Debentures (‘CCDs’) of the face value of Rs. 75.00(Rupees Seventy-Five only) each for an aggregate amount of Rs. 54.75 crores (RupeesFifty-Four Crores Seventy-Five Lakhs only) on preferential basis to the below mentionedexisting members of the Company. The said issue was approved by the shareholders in theExtraordinary General Meeting of the Company held on March 30 2021.

Name of the Subscribers Category No. of CCDs offered Value of CCDs offered (Rs.)
Khandepar Investments Private Limited Promoter of the Company 5733333 429999975
Dr. Shailesh Rojekar Public 1566667 117500025
Total 7300000 547500000

The terms of the Issue were as follows:

Interest Rate: 9% per annum (payable quarterly). Tenure of CCDs: 18 monthsfrom the date of allotment. Purpose: Repayment of existing debt.

Lock-in period of CCDs: The CCDs shall be locked-in for a period of one year witheffect from the date of allotment of the CCDs.

Conversion details of the CCDs: 7300000 (Seventy-Three Lakhs)

9% Unrated Unlisted Unsecured CCDs of the face value of Rs. 75/- each shall beconverted into 14600000 (One Crore Forty-Six Lakhs) equity shares of the face value ofRs. 10/- each at the conversion price of Rs. 37.50 per equity share. Accordingly uponsuch conversion the total equity share capital of the Company will stand modified andincreased to the limit of the CCDs converted in to equity shares of the Company.

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.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31 2021 as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 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 2021 and which are annexed to thisAnnual Report.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company’s subsidiaries in Form No.AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on theCompany’s website on www.ravindraenergy.com.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had 18 subsidiary companies as on March 31 2021 including 15 LimitedLiability Partnerships by virtue of exercise of more than one half of total voting powerat its own. There was one Associate Company as on March 31 2021. However there was noJoint Venture Company within the meaning of Section 2(6) of the Companies Act 2013 ason that date. There has been no material change in the nature of the business of thesubsidiaries.

List of Subsidiary and Associate Companies as on March 31 2021 is given in the Extractof Annual Return in Form MGT 9 which is annexed to this report as ANNEXURE V.

The Company further plans to form a Special Purpose Vehicle in the form of a LimitedLiability Partnership in Joint Venture with GSE Renewables India Private Limited forinstallation of 1 MW of solar power plant. The said Project is expected to commence in thefirst week of September and the target of commissioning is December 2021. The Companywill hold 51% voting rights and GSE Renewables will hold 49% voting rights in the proposedLLP. GSE Renewables will have an option to buy 1% of the voting rights any time after theproject is commissioned. The Company also plans to incorporate a subsidiary to undertakeconstruction of sugar warehouses with solar rooftops of upto 1 MW each. The Company plansto set up ten such warehouses during the financial year 2021-22.

During the year under review the Board of Directors have approved divestment of stakeheld in Renuka Energy Resource Holdings (FZE) Dubai a Wholly-Owned Subsidiary of theCompany. The shareholders of the Company have approved the said divestment by passing aspecial resolution at the Extraordinary General Meeting held on March 30 2021. The Boardof Directors have also approved divestment of stake held in Yarganvi Solar Power ProjectLLP a subsidiary of the Company. The same has been placed before the shareholders’for their approval by way of Special Resolution.

Pursuant to the proviso to Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents are availableon the 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 312021 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 2021 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.

CORPORATE GOVERNANCE

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 ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 formsan integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of corporate governance is attached tothe Report 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 Committeeis obtained for the transactions which are of foreseen and repetitive nature on yearlybasis. A statement giving details of all related party transactions is placed before theAudit Committee for their approval.

During the year under review there are no materially significant related partytransactions that may have potential conflict with the interest of the Company at large.

Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 approval for related party transactions entered/to beentered with related party during the financial year 2021-22 is sought by way of a specialresolution.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as ANNEXURE I.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the Management Discussionand Analysis which forms part of this report.

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 31stMarch 2021". Further Certificate of Compliance from the Chief Executive Officer andChief Financial Officer annexed to this report confirms the adequacy of the internalcontrol systems and procedures of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retire by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Narendra Murkumbi andMr. Sidram Kaluti Directors of the Company are liable to retire by rotation at theensuing Annual General Meeting and being eligible offer themselves for re-appointment asDirectors of the Company.

Whole-Time Directors

Mrs. Vidya Murkumbi was appointed as a Whole-Time Director designated as ExecutiveChairperson for a term of three years with effect from September 1 2018. Her term ofappointment will be ending on August 31 2021. The Board of Directors at its meeting heldon June 9 2021 has re-appointed Mrs. Vidya Murkumbi as a Whole-Time Director designatedas Executive Chairperson for a further term of three years with effect from September 12021 subject to the approval of the shareholders in the General Meeting. Since Mrs. VidyaMurkumbi has attained the age of 70 years approval of the members is sought by way ofspecial resolution for her re-appointment for a further term of three years.

During the year under review Mr. Shantanu Lath who held the position of Chief ExecutiveOfficer in the Company was promoted and appointed as Additional Director to hold office ofWhole-Time Director designated as Chief Executive Officer with effect from August 112020. He was confirmed and appointed as a Whole-Time Director designated as the ChiefExecutive Officer at the Annual General Meeting held on September 19 2020.

Mr. Sidram Kaluti resigned from the office of Whole-Time Director with effect fromAugust 5 2021 due to pre-occupation and other personal commitments. He confirmed thatthere is no other material reason other than those provided in his resignation letter.However he continues to be a member of the Board and holds the position as aNon-Executive Non-Independent Director.

Independent Directors

Mrs. Shilpa Kodkany and Mr. Rachit Kumar Agarwal who were appointed as AdditionalDirectors were confirmed and appointed as the Independent Directors at the Annual GeneralMeeting of the Company held on September 19 2020 for a term of five consecutive years.

The Company has received declarations confirming that they meet with the criteria ofindependence as prescribed under Sub-Section (6) of Section 149 of the Companies Act2013. The Independent Directors possess the requisite skills experience and knowledge andtheir qualification and experience was suitable for the Company and the Board would deriveimmense value from their guidance and work experience. Mr. Vishwanath Mathur Mr. RobertTaylor Dr. Shilpa Kodkany and Mr. Rachit Kumar Agarwal are the Independent Directors onthe Board. They have given declaration that each of them meet the criteria of independenceas provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. There has been no change inthe circumstances affecting their status as Independent Directors.

Regarding proficiency in terms of the recently introduced regulatory requirementsproviding for establishment of an online database of Independent Directors by IndianInstitute of Corporate Affairs all the Independent Directors of the Company have enrolledtheir names in the said database. Also the online proficiency self-assessment test asmandated will be undertaken by those Independent Directors of the Company who are notexempted within the prescribed timelines.

Non-Executive Directors

During the year under review Mr. Narendra Murkumbi an Additional Director appointedon June 292020 by the Board of Directors was confirmed and appointed as a Non-ExecutiveDirector at the Annual General Meeting held on September 19 2020. Mr. Ramnath Sadekarresigned from the office of Director with effect from June 29 2020 due to other personalcommitments. He confirmed that there is no other material reason other than those providedin his resignation letter.

Key Managerial Personnel

During the year under review Mr. Rajashekhar Charantimath tendered his resignationfrom the office of Chief Financial Officer of the Company with effect from the close ofbusiness hours on September 30 2020.

In view of the resignation tendered by Mr. Rajashekhar Charantimath and as per therecommendations made by the Nomination and Remuneration Committee the Board of Directorsat its meeting held on August 11 2020 appointed Mr. Vikas Pawar as Chief FinancialOfficer of the Company with effect from October 1 2020.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act 2013 Nomination and RemunerationCommittee of the Board carried out an annual evaluation of its own performance boardcommittees and individual directors pursuant to the provisions of the Act and SEBI ListingRegulations. The performance of the Board was evaluated by the Board after seeking inputsfrom all the Directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

Pursuant to the provisions of Schedule IV to the Companies Act 2013 and Regulation17(10) of the Listing Regulations the Board evaluated performance of IndependentDirectors. The Independent Directors in a separate meeting reviewed the performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairperson. The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of criteria such as the composition ofcommittees effectiveness of committee meetings etc.

STATUTORY AUDITORS AND THEIR REPORT

M/s. K N Prabhashankar & Co. (formerly known as M/s. Ashok Kumar Prabhashankar& Co.) Chartered Accountants Bangalore was appointed as Statutory Auditors of theCompany for a term of five consecutive years with effect from the conclusion of the 38thAnnual General Meeting of the Company held on 29th September 2018.

The Auditors' Report to the shareholders for the year ended March 31 2021 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 2020-21.

Pursuant to SEBI Circular dated February 8 2019 in addition to the Secretarial AuditReport as mentioned above the Company has obtained Secretarial Compliance Report fromM/s. Sanjay Dholakia & Associates Company Secretaries Mumbai for the year endedMarch 31 2021. A copy of the Secretarial Compliance Report so obtained is filed with theBSE Limited on June 21 2021.

The Secretarial Audit Report and the Secretarial Compliance Report do not contain anyqualification reservation or adverse remark and therefore do not call for anyexplanation/comments. The Secretarial Audit Report and the Secretarial Compliance Reportfor the financial year ended March 31 2021 are annexed herewith as ANNEXURE II andforms part of this report.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148(1) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Company has made and maintained costaccounts and records for the financial year ended March 31 2021.

As recommended by the Audit Committee the Board has appointed M/s. A. G. Anikhindi& Co. Cost Accountants as Cost Auditors to conduct cost audit of the recordsmaintained by the Company for the financial year 2021-22.

In accordance with the provisions of Section 148 of the Act read with the Companies(Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditors has to beratified by the shareholders of the Company. Accordingly consent of the members is soughtfor ratification of the remuneration payable to the Cost Auditors for the financial2021-22.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors namely Mr. Vishwanath Mathur (Chairman– Independent Director) Mr. Robert Taylor and Mrs. Vidya Murkumbi as members. Roleof the Committee is provided in the Corporate Governance Report annexed to this report.All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Company has established 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 atwww.ravindraenergy.com.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of four Directors namely Mr.Vishwanath Mathur (Chairman) Mr. Robert Taylor Dr. Shilpa Kodkany and Mrs. VidyaMurkumbi as other members. The policy for Selection of Directors and determiningDirectors' Independence and policy relating to the Remuneration of Directors KeyManagerial Personnel and other Employees may be accessed on the Company's website atwww.ravindraenergy.com.

The salient features of the policies are annexed to this report as ANNEXURE III.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has developed and implemented a Corporate Social Responsibility Policy toundertake corporate social responsibility activities and has been posted on theCompany’s website www.ravindraenergy.com. The brief outline of the Company'sCorporate Social Responsibility Policy and the initiatives undertaken by the Company onCSR activities during the year are set out in ANNEXURE IV of this report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.The composition and other details relating to the CSR Committee are provided in theCorporate Governance Report forming part of this report.

INTERNAL COMPLAINTS COMMITTEES

The Company has constituted a committee by name Internal Complaints Committee incompliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules 2014. Thesaid committee is constituted to consider and resolve all sexual harassment complaintsreported by women employees. During the year under review the Company did not receive anysuch complaint.

MEETINGS OF THE BOARD

The Board of Directors met ten times during the year under review on May 14 2020 June5 2020 June 29 2020 August 11 2020 November 2 2020 December 14 2020 February 102021 February 20 2021 March 6 2021 and March 31 2021. The maximum interval betweenany two meetings did not exceed 120 days as prescribed under the Companies Act 2013 andSEBI Listing Regulations. Details of the meetings of the Board of Directors held are givenin 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

i. 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.

ii. Technology Absorption

The Company was not engaged in any activity relating to production and manufacture. Noamount was therefore spent towards Technology Absorption. Particulars with respect toTechnology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014 aretherefore not given.

iii. Foreign Exchange Earnings and Outgo

• Foreign exchange earnings: Rs. 276.91 million.

• Foreign exchange outgo: Rs. 2.29 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 V which forms part of this report andis placed under the head investors on the website of the Company atwww.ravindraenergy.com.

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 VI.

There is no employee who was employed throughout the financial year 2020-21 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 2020-21 drawing theremuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and FiftyThousand per month.

ORDERS PASSED BY THE TRIBUNALS AND COURTS

The Company is a partner in 15 Limited Liability Partnerships (LLPs) which are engagedinto the business of ground mount solar power generation having aggregate capacity of 34MW. The names of the said LLPs are disclosed in Annexure V annexed to this report. Thesaid LLPs had entered into Power Purchase Agreement (PPA) with Electricity SupplyCompanies (ESCOMS) at a tariff of Rs. 8.40 per unit of power supply. However due todelay in commissioning of the projects the Karnataka Electricity Regulatory Commission(KERC) reduced the tariff rates to Rs. 4.36 per unit of power supply without consideringthe extension of time granted by ESCOMs under the PPA.

The aggrieved LLPs filed appeal before the Hon'ble Appellate Tribunal for Electricityat Delhi to set aside the orders passed by the KERC reducing the tariff rates.

Taking into consideration the merits of the case the Hon’ble Appellate Tribunalfor Electricity in the case of 8 LLPs having aggregate capacity of 23 MW power generationallowed the appeal and has set aside the orders passed by the KERC. In view of the saidjudgments the tariff rates in respect of the said LLPs has been restored to Rs 8.40 perunit effective from the date of commissioning and the revenue realization of the said LLPsstands increased to that extent.

The ESCOM in one of the above matters had preferred an appeal before the Hon’bleSupreme Court against the judgment passed by the Hon’ble Tribunal and theHon’ble Supreme Court of India upheld the judgment passed by the Hon’bleAppellate Tribunal and dismissed the said appeal.

The remaining LLPs having aggregate capacity of 11 MW power generation have filedsimilar appeals before the Hon’ble Appellate Tribunal for Electricity Delhi and areyet to be heard.

SECRETARIAL STANDARDS

During the year under review your Company has complied with the applicable SecretarialStandards on Meetings of the Board and General Meeting.

GENERAL

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 relating to Employees Stock Option Scheme.

d. Buyback of shares.

e. 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.

f. Purchase by Company of its own shares or giving of loans for such purchase.

g. The Whole-Time Director of the Company did not receive any remuneration orcommission from any of its subsidiaries.

h. There is no change in the nature of business of the Company or its subsidiaries.

i. 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.

j. No fraud has been reported by the Auditors to the Audit Committee of the Board.

k. No cases of child labour forced labour involuntary labour sexual harassment anddiscriminatory employment were reported in the financial year 2020-21.

l. There were no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company andthe date of this report.

ACKNOWLEDGMENT

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.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every persons who risked their life and safety to fight thispandemic.

By Order of the Board of Directors
For Ravindra Energy Limited
Sd/-
Vadiraj Mutalik
Executive Chairperson
Mumbai August 24 2021 DIN: 00007588

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