Sangam Renewables Limited
(Formerly known as Sangam Advisors Limited)
The Directors are pleased to present the 20th Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312019.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2019 is summarisedbelow:
| || || || |
(Amount in Rs. Lakh)
|Particulars ||Consolidated ||Standalone |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income ||758.54 ||203.37 ||582.14 ||204.20 |
|Less: Expenditure ||676.47 ||164.74 ||490.80 ||162.52 |
|Profit/(Loss) before Tax ||82.07 ||38.63 ||91.33 ||41.68 |
|Tax Expense (including Previous Year Tax ||273.51 ||29.44 ||60.40 ||29.45 |
|Adjustment) || || || || |
|Profit/(Loss) after Tax ||(191.44) ||9.19 ||30.93 ||12.23 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
During FY19 the year under review Sangam Renewables Limited and its subsidiaries (theCompany) commissioned 7.415MW (0.86 MW last FY) rooftop projects signed PPAs for 34.60MWp (10.7 MW last FY) rooftop and ground mounted projects. Out of these 16.97 MWp areunder construction and will be commissioned by Oct 2019. The rest 17.63 MWp are alsoscheduled to be taken up for construction soon. The Company's business is carried out fromits registered office in Mumbai.
For the current FY20 the Company plans to continue its focus on the Commercial &Industrial (C&I) market segment to sign Power Purchase Agreements with companies ofhigh credit rating to install Solar PV plants on rooftops as well as ground mounted(within campus or remotely located under open access). The Company expects to ink PPAs for30 MWp to 60 MWp during FY20. The Company shall also continue to provide advisory andconsultancy services in solar specific vertical. Given the impetus the Central governmentis planning in the coming years the Company sees a huge potential in the solar industryand is well poised to tap these opportunities.
For ease of operations administrative convenience the Company has decided to havemultiple Subsidiary companies based on the type of Off Takers.
Financial Performance Review & Analysis (Consolidated)
The Company earned consolidated profit before tax of Rs. 82.07 lakhs and after tax lossof Rs. 191.44 for the FY 2018-19 as against consolidated profit before tax of Rs. 38.63lakhs and after tax profit of Rs. 9.19 lakhs during FY 2017-18.
3. DIVIDEND AND RESERVES
No dividend was declared for the current financial year due to conservation of profitsand continued investment in the business.
4. SHARE CAPITAL
During the year under review the authorised share capital of the Company is increasedfrom Rs. 102500000 (Rupees Ten crores twenty five lakhs only) comprising 10250000equity shares of face value of Rs. 10/- each to Rs. 210000000 (Rupees Twenty One croresonly) comprising 21000000 equity shares of face value of Rs. 10/- each by specialresolution passed in an Extra-ordinary General Meeting of the Members of the Company heldon March 28 2019.
The paid up equity share capital as at March 31 2019 stood at Rs. 100148340 (RupeesTen Crores one Lakh Forty-Eight Thousand Three Hundred and Forty only).
During the current financial year the Company has allotted 10800000 (One Crore EightLakh) Equity Shares of the face value of Rs. 10 each to Waaree Energies Limited apromoter group Company and with this allotment the Company has become subsidiary of WaareeEnergies Limited with effect from April 08 2019.
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.
5. SUBSIDAIRY AND ASSOCIATES COMPANIES
During the financial year the Company has incorporated two subsidiaries i.e. WaasangSolar Private Limited and Waasang Solar One Private Limited and as on March 31 2019 theCompany has the following four subsidiaries: Waacox Energy Private Limited (100% Whollyowned ) Sangam Rooftop Solar Private Limited (100% Wholly owned ) Waasang Solar OnePrivate Limited (51 % shareholding) Waasang Solar Private Limited (74 % shareholding)
During the current financial year the Company has acquired 10000 equity shares of facevalue of Rs. 10/- each of Waaree PV Technologies Limited representing 100% of the paid upequity share capital of the Company and with this acquisition Waaree PV TechnologiesLimited become wholly owned subsidiary of the Company with effect from April 08 2019.
The Company has no associates or joint ventures Company.
6. CONSOLIDATED FINANCIAL STATEMENT
The Company has consolidated financial statement for the financial year ended on March31 2019 as required in terms of the provision of Section 129(3) of the Companies Act2013 and Rules made there-under.
7. CORPORATE GOVERNANCE
A Report on Corporate Governance as required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwith the Auditor's Certificate thereon is annexed herewith.
8. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 1.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provision of section 152 of the Companies Act 2013 and of Articles ofAssociation of the Company Mr. Pujan Doshi Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible seeks re-appointment.
All Independent Directors have furnished to the Company a declaration under Section149(7) of the Companies Act 2013 stating that they meet criteria of Independence asprovided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.
During the financial year Ms. Menka Jha Independent Director and Mr. Mayank J. ShahManaging Director of the Company resigned with effect from March 01 2019 and March 302019 respectively. Mr. Ankit Doshi Director & CFO of the Company has resigned witheffect from April 08 2019.
Mr. Sharad Kumar Saxena (DIN: 01874149) has been appointed as the Whole-time Director(WTD) of the Company with effect from April 08 2019.
Mr. B. C. Bhandari has been appointed as the Chief Financial Officer (CFO) of theCompany with effect from April 08 2019.
Ms. Anita Jaiswal has been appointed as an additional Director in the category ofNon-Executive Independent Director of the Company with effect from June 20 2019.
10. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
The process followed by the Company for induction and training to Board members hasbeen explained in the Corporate Governance Report.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements.
12. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company. (www.sangamrenew.com)
13. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company(www.sangamrenew.com)
14. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.
The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company.
The details of transactions entered into with the related parties are given in formAOC-2 in terms of the provision of section 188(1) including certain arm's lengthtransactions and annexed herewith as Annexure- 2.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act 2013 the Directorsconfirm that; i. in the preparation of the Annual Accounts for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to departures if any; ii. appropriate accounting policies have been selected andapplied consistently and such judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2019 and of the profit of the Company for the year ended on that date iii.proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. the annualaccounts have been prepared on a "going concern" basis; v. proper internalfinancial controls are laid down and such internal financial controls are adequate andoperating effectively; vi. proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively.
17. STATUTORY AUDITOR
R T Jain & Co. LLP Chartered Accountants (Firm Registration No: 103961W) is theStatutory Auditor of the Company appointed at the AGM held in the year 2016 for a periodof five years till the conclusion of the AGM of the Company to be held in the year 2021.
There is no audit qualification reservation or adverse remark for the financial yearunder review.
18. COST AUDIT
Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.
19. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed R M Mimani & Associates LLP Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure - 3 and forms an integral part of this report.
There is no audit qualification reservation or adverse remark for the financial yearunder review.
20. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry. The Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of the internal control systems and suggests improvementsto strengthen the same. The Company has a robust Management Information System which isan integral part of the control mechanism. The Audit Committee of the Board of DirectorsStatutory Auditors and the Business Heads are periodically apprised of the internal auditfindings and corrective actions taken. Audit plays a key role in providing assurance tothe Board of Directors. Significant audit observations and corrective actions taken by themanagement are presented to the Audit Committee of the Board. To maintain its objectivityand independence the Internal Audit function reports to the Chairman of the AuditCommittee.
21. RISK MANAGEMENT
Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner.
Management Discussion and Analysis Report contain more details on the risk managementpracticed by the Company.
During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.
22. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.
All employees (permanent contractual temporary trainees) are covered under thispolicy. During the year 2018-2019 no complaints were received by the Company related toSexual Harassment
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy Rules 2014 are not applicable to the Company during the yearunder review.
24. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. Your Company is takingcontinuous steps to develop Safer Process Technologies and Unit Operations and has beeninvesting heavily in areas such as Process Automation for increased safety and reductionof human error element. Enhanced level of training on Process and Behavior based safetyadoption of safe & environmental friendly production process Management System isdone on a continuous basis.
The Company is committed to continuously take further steps to provide a safe andhealthy environment.
25. STATUTORY INFORMATION
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the Company duringthe financial year under review.
The information required under section 197 of the Companies Act 2013 read with Rule5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in Annexure - 4& 5 to this report.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
The Business Responsibility Reporting as required under SEBI (LODR) 2015 and is notapplicable to your Company for the financial year under review.
Disclosure as required under para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company during thefinancial year.
26 . MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report for the financial year ended March 31 2019.
27. CAUTIONARY STATEMENT
Statements in this Report Management Discussion and Analysis Corporate GovernanceNotice to the Shareholders or elsewhere in this Annual Report describing the Company'sobjectives projections estimates and expectations may constitute forward lookingstatement' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement depending on theMarket conditions and circumstances.
29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
29. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Company's shares are listed with BSE Limited Your Company has paid the respectiveannual listing fees and there are no arrears.
30 . ACKNOWLEDGEMENT AND APPRECIATION
Your Directors express their sincere gratitude for the assistance and co-operationextended by Banks Government Authorities Shareholders Suppliers and Customers. YourDirectors also wish to place on record their appreciation of the contribution made by theemployees at their levels towards achievements of the Company's goals.
| ||On behalf of the Board |
| ||For Sangam Renewables Limited |
| ||(Formerly known as Sangam Advisors Limited) |
| ||Sd/- ||Sd/- |
| ||Sharad Kumar Saxena ||Pujan Doshi |
|Place: Mumbai ||(Whole-time Director) ||(Director) |
|Dated: July 26 2019 ||DIN: 01874149 ||DIN: 07063863 |