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Sterling Powergensys Ltd.

BSE: 513575 Sector: Engineering
NSE: N.A. ISIN Code: INE067E01013
BSE 00:00 | 18 May Sterling Powergensys Ltd
NSE 05:30 | 01 Jan Sterling Powergensys Ltd
OPEN 10.59
PREVIOUS CLOSE 10.59
VOLUME 50
52-Week high 10.59
52-Week low 5.33
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.59
CLOSE 10.59
VOLUME 50
52-Week high 10.59
52-Week low 5.33
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sterling Powergensys Ltd. (STERLINGPOWERG) - Director Report

Company director report

DIRECTORS' REPORT

TO THE MEMBERS

Your Directors have great pleasure in presenting the 32nd Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS:

Particulars Year ended 31.03.2017 Year ended 31.03.2016
(Rs. In Lakhs) (Rs. In Lakhs)
Sales & Other Income 1668.35 840.78
Profit / (Loss) before tax and appropriations 22.16 12.03
Less: Exceptional Items 1.14 0.46
Less: Tax Expenses 4.59 -
Add: Provisions Reversed - -
Profit / (Loss) after tax 16.43 11.58
Add : Adjustment for depreciation as per Companies Act 2013 - -
Add : Balance brought forward from previous year -667.19 -678.77
Balance carried to Balance Sheet -650.77 -667.19

OPERATIONAL REVIEW& STATE OF COMPANY'S AFFAIRS:

Company has entered in the Solar Power Sector incubated a business proposition for thelast 4 years launched during November 2015 the Shop-online plug-in-play stock &sale model and integrated solar pv power generating system catering to B to C and B to Bsegments. We are overwhelmed with the response from our customers. Company has introducedthe concept of product for solar power system against the prevailing practice ofconsidering it as project irrespective of the size. Company has developed various standardsolar power system ranging from 250 watt to 30 KW system. Company maintains stock of thesesystem and all the details regarding offering are displayed on the company's websitewww.splsolar.in.

During the year under review the Company has recorded a total revenue of Rs. 1668.35Lakhs including the other income against the total revenue in the previous year of Rs.840.78 Lakhs. Further the Company has posted a profit (before tax) of Rs.21.02 Lakhs forthe year ended 31st March 2017 as against a Profit (before tax) of Rs. 11.58 Lakhs duringthe previous year ended 31st March 2016.

RESERVES:

Your Directors do not propose to transfer any amount to the General Reserve Account inlieu of inadequacy of profits.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31st March 2017due to inadequate profits.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2017 was Rs. 50960000 dividedinto 5096000 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsneither granted any stock options nor sweat equity.

SUBSIDIARIES ASSOCIATE COMPANIES& JOINT VENTURES:

The Company is not having any Associate Companies or Joint Ventures except SubsidiaryCompany. The Company has one subsidiary company i.e. ASKSPL Powergensys Pvt. Ltd.(Incorporated on 15th May 2017).

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of the loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act 2013 are not applicable tothe company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.

CORPORATE GOVERNANCE REPORT : Not Applicable

As per Regulation 27(2) and Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Paid up Equity Share Capital of the Companyis being less than Rs. 10 Crore and Net worth is being less than Rs. 25 Crore as on 31stMarch 2017 Corporate Governance Report is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is presented in the separate section forming part of thisAnnual Report as "Annexure - D"

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit function the Company undertakes corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the followingstatement in terms of Section 134 (3)(C)of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were

adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 'A'and forms an integral part of this Report.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. S. Venkata Subramanian (DIN NO: 00107561)Director of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel of the Company:

Sr. No. Name of the person Designation
1 Mr. S. Venkata Subramanian Chairman & Whole Time Director
2 Mr. Dinesh Kumar Agarwal Whole Time Director & Company Secretary
3 Mr. Sanjay Dattatray Jadhav Chief Financial Officer

BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Companies Act 2013 and Regulation 17of the SEBI Listing Regulations the Board has carried out an evaluation after taking intoconsideration various aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

REMUNERATION POLICY

The Company has a Nomination and Remuneration Committee. The Committee reviews andrecommend the Board about remuneration for Directors and Key Managerial Personnel andother employee up to one level below of Key Managerial Personnel. The Company pays onlysitting fees to the Non-Executive Director and Independent Directors for attending theBoard Meetings. Remuneration to Executive Directors is governed under the relevantprovisions of the Companies Act 2013. The Company has devised the Nomination andRemuneration Policy for the appointment reappointment and remuneration of Directors &Key Managerial. All the appointment re-appointment and remuneration of Directors and KeyManagerial Personnel are in compliance of the Nomination and Remuneration Policy of theCompany.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down pursuant to Section 149 (6) of the Companies Act 2013.

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director asSpecified in Section 164(2) of the Companies Act 2013.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Listing Regulations the company has put inplace a Familiarisation program for Independent Directors' to familiarize them with theirrole rights & responsibilities as Directors the operations of the Company businessoverview etc.

The details of Familiarisation program is available on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year2016-17 as under: During the financial year ended 31st March 2017 Five Board Meetingswere held on the following dates:

(1) 28th May 2016; (2) 12th August 2016; (3) 9th November 2016; (4) 13th February2017 and (5) 30th March 2017.

The composition is as under:-
Name of the Directors Category of Directors Number of outside Directorship Directorship # Attendance No. of Shares held in the Company As at
Public Private Board meeting Last AGM 31.03.2017
Mr. S. Venkata Subramanian Executive Chairman - - 5 Yes 464350
Mr. Dinesh Kumar Agarwal Executive Whole-time Director - 1 5 Yes 12500
Mr. Yash Dharmendra Sanghvi Non-Executive Director - - 4 Yes Nil
Mr. Rajesh Ulhas Deshpande Independent Director - 2 4 Yes Nil
Mrs. Payal Raju Savala Independent Director - - 5 Yes Nil
Mr. Harishchandra B. Naukudkar* Independent Director - - 2 Yes Nil
Mr. Ravi Avadh Agarwal* Independent Director 1 1 1 Yes Nil

*Appointed w.e.f. 28th September 2016.

# Excluding Directorships in Foreign Companies and Companies under Section 8 of theCompanies Act 2013

No Director is related to any other Director on the Board in terms of the provisions ofthe Companies Act 2013.Memberships of the Directors in various Committees are within thepermissible limits of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The members of the Board have been provided with the requisiteinformation mentioned in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 well before the Board Meetings.

COMMITTEE MEETING:

AUDIT COMMITTEE:

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is having in place an Audit Committeecomprising of Independent Directors and Non-Executive Director. The Audit Committee actsin accordance with the terms of reference specified from time to time by the Board.

All the members of the Audit Committee are financially literate. Mr. Dinesh KumarAgarwal Company Secretary acts as a secretary to the committee. During the financial yearended 31st March 2017 Four Audit Committee Meetings were held on the following dates:(1) 28th May 2016 (2) 12th August 2016 (3) 9th November 2016 and (4) 13th February2017.

The name and attendance of Audit Committee members are as under:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mrs. Payal Raju Savla Chairperson Independent Director 4 4
Mr. Rajesh Ulhas Deshpande Member Independent Director 4 3
Mr. Yash Dharmendra Sanghvi Member Non-Executive Director 2 1
Mr. Dinesh Kumar Agarwal* Member Whole-time Director 2 2

*Exit due to reconstituted on 12th August 2016

At the invitation of the Committee Executive Directors and other Financial Executivesof the Company also attended the meetings to respond to queries raised at the Committeemeetings.

NOMINATION & REMUNERATION COMMITTEE:

The Company is having in place the Nomination and Remuneration Committee("NRC") for reviewing and recommending the remuneration payable to the Directorsand senior executives of the Company and assisting the Board with respect to the processof appointment or re-election of Chairman of the Board of Directors and other executiveand non-executive Directors.

The particulars of Members of Nomination & Remuneration Committee and theirattendance at the Meetings are as under:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mr. Rajesh Ulhas Deshpande Chairman Independent Director 2 2
Mrs. Payal Raju Savala Member Independent Director 2 2
Mr. Yash Dharmendra Sanghvi Member Non-Executive Director 2 2

The Nomination and Remuneration Committee Meeting was held on 12th August 2016 and30th March 2017.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having in place the Stakeholders Relationship Committee("SRC") for the redressal of the grievances of security holders of the Company.

Composition Meetings and Attendance of the committee is as follows:

Name of Director Designation Category of Directorship No. of Meetings during the Year
Held Attended
Mr. Yash Dharmendra Sanghvi Chairman Non-Executive Director 4 3
Mr. Rajesh Ulhas Deshpande Member Independent Director 4 3
Mr. Dinesh Kumar Agarwal Member Whole-time Director 4 4

During the financial year ended 31st March 2017 Four Stakeholders RelationshipCommittee meetings were held on the following dates: (1) 28th May 2016 (2) 12th August2016 (3) 9th November 2016 and (4) 13th February 2017.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism/Whistle Blower policyhas been posted on the website of the Company i.e.www.splsolar.in

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties for the year under review were onarm's length basis and were in the ordinary course of the business and thus provisions ofSection 188 of the Companies Act 2013 are not attracted. The disclosure in Form AOC-2 isaccordingly not required.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE067E01013. Shareholders therefore are requested to take full benefitof the same and lodge their holdings with Depository Participants [DPs] with whom theyhave their Demat Accounts for getting their holdings in electronic form.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or to the CentralGovernment.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode has been posted on the Company's website www.splsolar.in.All the Board Members andSenior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

As per section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. GMJ & Co. Chartered Accountants Mumbai(FRN-103429W) as the Statutory Auditors of the Company expires at the Conclusion of the32nd Annual General Meeting of the Company. The Board of Directors of the Company at itsmeeting held on 29thMay 2017 on the recommendation of the Audit Committee has decidedto recommend to the shareholders the appointment of M/s. Doshi Maru & AssociatesChartered Accountants Mumbai (FRN- 112187W) as the Statutory Auditors of the Company foran initial term of five year from the conclusion of the 32nd Annual General Meeting tillthe conclusion of the 37th Annual General Meeting of the Company. The Board places onrecord its appreciation for the services rendered admirably by M/s. GMJ & Co. as theStatutory Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. GMJ & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as Annexure ‘B' and forms an integral part tothis Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

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 is given in Annexure ‘C' tothis Report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Board periodically reviews therisks and measures are taken for mitigation.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation of naturalresources at the Plant.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read withrule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 in respect of employees of the Company is Annexedhere as "Annexure-E". Further the Company does not have any employeewhose remuneration exceeds the limits prescribed in rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

LISTING:

The Company's Shares are listed on Bombay Stock Exchange (BSE Limited).

ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. The Directors also wish to place on record theirappreciation for impressive growth achieved through the competence hard work solidaritycooperation and support of employees at all levels.

REGISTERED OFFICE: By order of the Board
A-8/4 MIDC INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED
MURBAD DIST: THANE SD/-
MAHARASHTRA 421401 S VENKATA SUBRAMANIAN
DATE : 29th MAY 2017 CHAIRMAN
(DIN: 00107561)