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S E Power Ltd.

BSE: 534598 Sector: Others
NSE: SEPOWER ISIN Code: INE735M01018
BSE 15:40 | 27 Jan 16.20 0.10
(0.62%)
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16.50

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16.50

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15.60

NSE 15:49 | 27 Jan 15.90 -0.25
(-1.55%)
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16.50

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16.80

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OPEN 16.50
PREVIOUS CLOSE 16.10
VOLUME 1002
52-Week high 36.65
52-Week low 15.60
P/E
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.50
CLOSE 16.10
VOLUME 1002
52-Week high 36.65
52-Week low 15.60
P/E
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S E Power Ltd. (SEPOWER) - Director Report

Company director report

TO

Dear Members of S. E. Power Limited

Your directors take pleasure in presenting the 12th Board's Report along with thesummary of Standalone and Consolidated Financial Statements for the year ended March312022. The Management is taking all proactive steps to have sustainable operations goingforward. The financial highlights of the Company for FY 2021-22 are given below.

Financial Highlights

The financial results of the Company for the year 2021-2022 is summarized in thefollowing table as compared to that of previous year:

(Figures In Lacs)

Particulars FY 2021-22 FY2020-21
Revenue from Operations 4803.85 2366.34
Other Income 64.03 41.74
Total Revenue 4867.88 2408.08
Less: Expenditure 4497.93 2420.53
Profit/Loss before Financial Cost Depreciation and Tax 369.96 (12.45)
Less: Financial Cost 332.31 490.74
Less: Depreciation and amortization 445.00 421.80
Profit/Loss before Tax (PBT) 394.23 (979.94)
Less: Tax Expenses (99.22) (246.63)
Profit/Loss after Tax(PAT) (295.01) (733.31)
Balance carried to Balance Sheet (4224.71) (3929.69)

Summary of Performance

The financial year gone by has been one of the most challenging years for your companyas well as for the nation. Beginning April of 2021 when the COVID pandemic again forcedthe India into a lockdown businesses across the India focused on survival. In thebackdrop of a human tragedy at a global scale.

The Standalone and Consolidated Financial Statements of the Company for the financialyear ended March 31 2022 have been prepared in accordance with the Indian AccountingStandards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended fromtime to time.

On a consolidated basis your Company's sales increased to Rs. 4803.85 Lakhs for thecurrent year as against Rs. 2369.15 Lakhs in the previous year recorded an increase of103.00%. Your Company's net loss decreased to Rs 296.78 Lakhs for the current year asagainst Rs. 732.83 Lakhs in the previous year.

On a standalone basis your Company's sales increased to Rs. 4803.85 Lakhs for thecurrent year as against Rs. 2366.34 Lakhs in the previous year an increase of 103.00%.Your Company's net loss decreased to Rs. 295.01 Lakhs for the current year as against Rs.733.31 Lakhs in the previous year.

Subsidiary

Shubham Electrochem Limited is the only Subsidiary Company of which the Company ownedhundred percent shares. During the reporting period the subsidiary reported income of Rs.Nil and Profit Before Tax (PBT) and Profit After Tax (PAT) at Rs. (1.84) Lakh and Rs.(1.76) Lakh respectively.

Dividend

In the financial year under review Company has not earned profit; therefore the Boardof Directors regret their inability to recommend any dividend for the current year.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 ofCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 and assuch no amount of principal or interest on public deposits was outstanding as on the dateof balance sheet.

Credit Rating

IVR BB-/Stable for (fund based and non-fund based) Long Term Bank Facility.

Board of Directors Board Meetings and Key Managerial Personnel

The Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as applicable on the Company and provisions of the Articles ofAssociation of the Company. The Company's Board has been constituted with requisitediversity wisdom and experience commensurate to the business of your Company.

There are seven Directors on the Board of the Company headed by Non-ExecutiveNon-Independent Chairman and includes two Executive and four Independent Directors itincludes one Independent Woman Director on its Board.

The Directors on the Board have experience in the field of finance legal statutorycompliance engineering and accounts. None of the Directors are disqualified under theprovisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 as at March 312022.

Directors and Key Managerial Personnel

Change in Directors or KMP

During under the review Board of Director of the Company appointed Mr. Rajesh KumarJain as an Additional Independent Director on the Board of the Company w.e.f. October 232021.

Appointment/Reappointment of Directors or KMP

In terms of Section 152 of Companies Act 2013 Mr. Sanjeetkumar Gourishankar Rath isliable to retire by rotation at the ensuing Annual General Meeting and being eligible forre-appointment offers himself for re-appointment.

The Board of the Company recommends re-appointment of Mr. Sanjeetkumar GourishankarRath as a Director of the Company liable to retire by rotation.

Pursuant to the provisions of Section 149 of the Companies Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1) (b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. There has been no change in the circumstancesaffecting their status as independent directors of the Company.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company.

None of the Directors of the Company is disqualified under Section 164 of the CompaniesAct 2013.

Details of Directors seeking appointment/re-appointment at the forthcoming AnnualGeneral Meeting as required under clause 36 of SEBI (LODR) Regulations 2015 is enclosedwith the notice of Annual General Meeting.

Board Meetings

During the year under review a total of Five Meetings of the Board of Directors of theCompany were held i.e. on April 10 2021 June 18 2021 August 13 2021 October 232021 and January 24 2022. Details of Board composition and Board Meetings held during thefinancial year 2021-22 have been provided in the Corporate Governance Report which formspart of this Report.

Audit Committee

Audit Committee is in existence in accordance with the provisions of Section 177 of theCompanies Act 2013. Kindly refer to the Section on Corporate Governance under the head'Audit committee' for matters relating to the composition meetings and functions of thecommittee. The Board has accepted the Audit Committee recommendations during the yearwhenever required and hence no disclosure is required under Section 177(8) of theCompanies Act 2013 with respect to rejection of any recommendations of Audit Committee byBoard. The Audit Committee of the Board consists of Independent Directors namely Mr. AshokJolly as Chairperson and Mrs. Anshu Gupta and Non-Executive Non-Independent Director Mr.Arun Gopal Agarwal as Members.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted as per Section 178 (5) ofthe Companies Act 2013 read with Regulation 20 of the Listing Regulations. TheStakeholders Relationship Committee consider and resolve the grievances of the securityholders of the company including complaints related to transfer of shares non-receipt ofannual report and non-receipt of dividend etc. The Stakeholders Relationship committeeconsists of Executive and Non-Executive directors. The Stakeholders Relationship committeeof the Board consists of Independent Directors namely Mrs. Anshu Gupta as Chairperson andNon-Executive Non-Independent Director Dr. Arun Gopal Agarwal as Member and Mr. SachinAgarwal Managing Director of the Company as the Member.

Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted as per Section178 of the Companies Act 2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014 and read with Regulation 19 of the Listing Regulations. The Nominationand Remuneration Committee determines qualifications positive attributes and independenceof a director and recommend to the Board a policy relating to the remuneration of thedirectors Managerial Personnel and other employees. The Nomination and RemunerationCommittee of the Board consists of Independent Directors namely Mrs. Anshu Gupta asChairperson and Mr. Ashok Jolly and Dr. Arun Gopal Agarwal Non Executive Non IndependentDirector as Members.

Policy on Directors Appointment and Remuneration

The Company strives to maintain an appropriate combination of Executive Non-Executiveand Independent Directors subject to a minimum of 6 (six) and maximum of 15 (fifteen)Directors including at least one-woman Director.

The Nomination & Remuneration Committee of the Company leads the process for Boardappointments in accordance with the requirements of Companies Act 2013 ListingRegulations and other applicable rules or guidelines. All the Board appointments are basedon meritocracy. Generally the Managing Director and Whole-time Directors (ExecutiveDirectors) are appointed for a period of five years. Independent Directors of the Companyare appointed to hold their office for a term of up to five consecutive years on the Boardof your Company. Based on their eligibility for re-appointment the outcome of theirperformance evaluation and the recommendation by the Nomination and RemunerationCommittee the Independent Directors may be re-appointed by the Board for another term offive consecutive years subject to approval of the Shareholders of the Company. TheDirectors Key Managerial Personnel and Senior Management Personnel shall retire as perthe applicable provisions of the Companies Act 2013 and the policy of the Company.

The potential candidates for appointment to the Board are inter-alia evaluated on thebasis of personal and professional ethics standing integrity values and character;appreciation of the Company's vision mission values; prominence in businessinstitutions or professions; professional skill knowledge and expertise; financialliteracy and such other competencies and skills as may be considered necessary.

In addition to the above the candidature of an Independent Director is also evaluatedin terms of the criteria for determining independence as stipulated under Companies Act2013 Listing Regulations other applicable regulations or guidelines. In case ofre-appointment of Director the Board shall take into consideration the results of theperformance evaluation of the Directors and their engagement level.

The Company has Remuneration Policy for Directors KMPs and other employees which isreviewed by the Board of Directors of the Company time to time the policy represents theoverarching approach of the Company for the remuneration of Director KMPs and otheremployees.

Company conducts a Board Evaluation process for the Board of Directors as a wholeBoard Committees and also for the Directors individually through self-assessment and peerassessment.

Board Evaluation

In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Boardevaluation issued on January 5 2017 read with relevant provisions of the SEBI ListingRegulations 2015 the Board has carried out an annual evaluation of its own performanceand that of its committees and individual Directors through the separate meeting ofindependent directors and the Board as a whole. The Board evaluated the effectiveness ofits functioning that of the Committees and of individual directors after taking feedbackfrom the directors and committee members. The performance of the independent directors wasevaluated by the entire Board except the person being evaluated in their meeting held onFebruary 26 2022.

A separate meeting of Independent Directors was held on February 26 2022 to reviewthe performance of NonIndependent Directors' performance of the Board and Committee as awhole and performance of the Chairman of the Company taking into account the views ofExecutive Directors and the Non-Executive Directors.

The performance evaluation of the Board and its constituents was conducted on the basisof functions responsibilities competencies strategy tone at the top riskidentification and its control diversity and nature of business. A structuredquestionnaire was circulated to the members of the Board covering various aspects of theBoard's functioning Board culture execution and performance of specific dutiesprofessional obligations and governance. The questionnaire is designed to judge knowledgeof directors their independence while taking business decisions; their participation informulation of business plans; their constructive engagement with colleagues andunderstanding the risk profile of the company etc. In addition to the above the Chairmanof the Board and / or committee is evaluated on the basis of his leadership coordinationand steering skills.

In the Board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

Compliance with the Code of Conduct of Board of Directors and Senior Management

The Board of Directors and Senior Management of the Company have complied with theCompany's Code of Conduct applicable to Board of Directors and Senior Management. In thisregard Declaration signed by the Managing Director is annexed and forms part of thisReport.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of theCompanies Act2013 with respect to Directors' Responsibility Statement the Directors tothe best of their knowledge and belief hereby confirm that your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 have been taken for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Auditors & Audit Reports

Statutory Auditor and Statutory Audit Report

Your directors would like to inform that in the 11th AGM M/s D Tayal & JainChartered Accountants (Firm Registration No. 011181C) was appointed as statutoryauditors of the Company for a period of five years i.e. from the conclusion of that AGMtill the conclusion of the 16th AGM.

Statutory Auditors M/s D Tayal & Jain Chartered Accountants (Firm RegistrationNo. 011181C) has audited the books of accounts of the Company for the financial year endedMarch 312022 and has issued the Auditors' Report thereon. There are no qualifications orreservations on adverse remarks or disclaimers in the said report.

Secretarial Auditor And Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and as a measure of good Corporate Governance practice Board of Directors in theirMeeting held on January 24 2022 has appointed M/s. Satish Jadon & AssociatesPracticing Company Secretaries as Secretarial Auditor of the Company to conductSecretarial Audit of the Company for financial year ended March 312022 and to submitSecretarial Audit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s. Satish Jadon & Associatesin the prescribed Form No. MR-3 is annexed to this Board's Report and marked as AnnexureA.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019 issued by theSEBI the Company has obtained Secretarial Compliance Report for financial year endedMarch 31 2022 from Practicing Company Secretary on compliance of all applicable SEBIRegulations and circular/ guidelines issued thereunder and the copy of the same has beensubmitted with the Stock Exchanges within the prescribed due date.

The Report of Secretarial Auditor is self-explanatory and no explanation is requiredthereon from the Board of Directors of the Company.

Cost Auditor

Pursuant to the Provisions of Section 148 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 on the recommendation of Audit Committee Boardof Directors in their meeting held on August 25 2022 appointed M/s Y.S. Thakar & Co.as Cost Auditor of the Company to conduct the Cost Audit of the cost records prepared andmaintained by the Company for financial year 2022-23 and also subject to the approval ofShareholders in the forthcoming Annual General Meeting approved Rs. 80000/- as the CostAudit fees to be paid to Auditor and recommend the same to ratification by theShareholders.

Secretarial Standards

During the year under review the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Fraud reported by auditors under Section 143(12) other than those which are reported tothe Central Government

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the Auditors ofthe Company have not reported about any fraud which is being or has been committed in theCompany by its officers or employees.

Particulars of Contracts or Arrangements with Related Parties

During the year under review there were no materially significant related partytransactions which could have had a potential conflict with the interests of the Companyand do not attract the provisions of Section 188(1) of the Companies Act 2013. Therelated party transactions were periodically placed before the Audit Committee and/orBoard for its approvals or review as and when required. The policy on Material RelatedParty Transactions is available on the Company's website.

Material Changes and Commitments if any Affecting the Financial Position of theCompany

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year and the date of this Report.

Significant and Material Litigations / Orders

During the year there were no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its futureoperations.

Due to the non-compliance of Regulation 17(1)(c) of SEBI (LODR) Regulations 2015 NSEhas imposed fine on the Company against which Company has filed an appeal before Hon'bleSecurities Appellate Tribunal and in respect of that appeal Hon'ble Securities AppellateTribunal vide its interim order dated May 12 2021 was directed the Company to deposit 50%amount of fine within 4 weeks and in Compliance of the Interim Order of Hon'bleSecurities Appellate Tribunal Company has deposited the amount on June 3 2021.

Company further informed that the matter was still pending at March 312022.

Particulars of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo

The particulars pursuant to Section 134(3)(m) of Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 to the extent applicable are as under:

(A) Conservation of energy-

i. Company has been continually working on energy conservation and has taken andimplemented various measures towards this in production domestic lightning and coolingfacilities. Company has installed significant numbers of powerless turbo ventilators inthe entire working shed for ventilation using 'zero' power. Building have been designed toingress adequate natural light thus requiring no artificial lightning during the day time.Many provisions have been made in various machines for consuming energy. During processingline losses has been maintained close to 'zero' by adequate design of cables and othersystems

ii. Company has installed solar power plant at its rubber reclamation plant for captiveconsumption and Company at its non-conventional energy division generate electricity bywind energy and transfer the same to power grids.

(B) Technology absorption-

i. The efforts made towards technology absorption : It's a continual process and the drive for reaching and adapting new technology is always under progress.
ii. The benefits derived like production improvement cost reduction product development or import substitution : Performance improvement is a continual process with respect to productivity delivery quantity cost and safety. Company is regularly following this and each department has set its own objective for performance improvement which is closely monitored and regulated. With continued improvement in technology our production rate has been improved.

iii. In case imported technology (imported during last 3 years reckoned from thebeginning of the financial year)-

(a) The details of technology imported : Company is using imported machines in its reclaimed rubber division.
(b) The year of import : 2013
(c) Whether technology been fully absorbed : Yes
(d) Research and developments : The company seeks regular technical support from experts in this field and undertake appropriate R&D activities depending upon future requirements.

(C) Foreign exchange earnings and Outgo-

The details of the foreign exchange exposure during the period under review are asunder:

(Amount in Lacs)

Particulars Current year Previous year
Total Foreign Exchange Earnings 80.35 -
Total Foreign Exchange Outgo (Imported material) 263.13 45.40
Total Foreign Exchange Outgo (Foreign Travel expense) - 0.17

Internal Financial Controls

Internal Financial Control System is an integral component of the Risk ManagementSystem of the Company. The internal financial control policies and internal audit programadopted by the Company plays an important role in safeguarding the Company's assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of itsbusiness including risk management feedback loop in which the information generated inthe internal control process is reported back to Board and Management.

A firm of Competent Chartered Accountants has been engaged by the Company forconducting internal audit to examine and evaluate the adequacy and effectiveness ofinternal financial control system of the Company. The Audit Committee of Board ofDirectors Statutory Auditor and the Business Heads are periodically apprised of theinternal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively reviews the adequacy andeffectiveness of internal financial control system and suggests improvements forstrengthening them. Internal Financial Control System of the Company is adequate with therespect to the operations of the Company.

Statement on Risk Management

The Board identified and reviewed the various elements of risk which the Company has toface and laid out the procedures and measures for mitigating those risks. The elements ofrisk threatening the Company's existence are minimal. The company does not face any risksother than those that are prevalent in the industry and is taking all possible steps toovercome such risks. The main concerns are volatiliting in raw material pricesmaintenance of machineries market pressure etc.

As a part of the overall risk management strategy all assets are appropriatelyinsured.

Human Resources

Company's industrial relations continued to be harmonious during the period underreview.

The Company strives to provide the best work environment with ample opportunities togrow and explore. Healthy cordial and harmonious industrial relations have beenmaintained by the Company at all levels.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder. The Directors of theCompany state that during the year under review there was no case filed pursuant to SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program which is tofamiliarize the new NonExecutive Director with the strategy operations and functions ofthe Company. The Executive Directors / Senior Managerial Personnel conduct meetings withthe Non-Executive Directors to make them understand the Company's strategy operationsproduct and organization structure human resources facilities and risk management.Through meetings and interaction among Managements and Non- Executive Directors andIndependent Directors Company has made its best effort to ensure that the Non- ExecutiveDirectors understand their roles rights responsibilities in the Company.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas an Independent Director. The format of the letter of appointment is available onCompany's website.

Disclosures as per the Provision of Section 197 (12) of Companies Act 2013

In accordance with the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 information regarding employees is annexed as Annexure-B to this report.

Annual Return

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of theAct and the applicable rules Annual Return of the Company as on March 312022 is hostedon website of the Company at https://www. sepower.in

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations 2015 read with other applicableprovisions the detailed review of the operations performance and future outlook of theCompany and its business is given in the Management's Discussion and Analysis Report whichforms part of this Board Report as Annexure-C

Vigil Mechanism / Whistle Blower Policy

The vigil mechanism as envisaged in the Companies Act 2013 the rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsand Employees of the Company to report genuine concerns to provide for adequatesafeguards against victimization and make provision for direct access to the Chairman ofthe Audit Committee. Details of vigil mechanism/whistle blower are included in theCorporate Governance Report forming part of this Report.

During the financial year 2021-22 no cases under this mechanism have been reported.

Corporate Governance

The Company is committed to maintain the good standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company continues tobenchmark its corporate governance policies in its true sense. The report on CorporateGovernance as stipulated under the Listing Regulations forms an integral part of thisreport as Annexure-D.

The requisite certificate from Secretarial Auditor Satish Jadon & AssociatesCompany Secretaries confirming compliance with the conditions of corporate governance isannexed to the report on Corporate Governance.

Acknowledgements

The directors express their gratitude to customers vendors dealers investorsbusiness associates and bankers for their continued support during the year. We place onrecord our appreciation of the commitment and contribution made by the employees at alllevels. Our resilience to meet challenges was made possible by their hard worksolidarity cooperation and support.

We thank the Government of India the State Governments and statutory authorities andother government agencies for their support and look forward to their continued support inthe future.

Place: New Delhi FOR AND ON BEHALF OF THE BOARD OF
Date: August 25 2022 S. E. POWER LTD.
Sd/-
(DR. ARUN GOPAL AGARWAL)
Chairman
DIN : 00374421

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