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Sterling Powergensys Ltd.

BSE: 513575 Sector: Engineering
NSE: N.A. ISIN Code: INE067E01013
BSE 00:00 | 22 Aug Sterling Powergensys Ltd
NSE 05:30 | 01 Jan Sterling Powergensys Ltd
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Mkt Cap.(Rs cr) 6
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Sell Price 11.90
Sell Qty 99.00
OPEN 12.00
CLOSE 12.00
VOLUME 1
52-Week high 12.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.90
Sell Qty 99.00

Sterling Powergensys Ltd. (STERLINGPOWERG) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the 35th Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS:

Particulars Year ended 31.03.2020 Year ended 31.03.2019
(Rs. In Lakhs) (Rs. In Lakhs)
Sales & Other Income 1116.06 104.29
Profit / (Loss) before tax and appropriations -52.13 -69.11
Less: Provisions for Doubtful Assets - -
Less: Tax Expenses - -
Add: Provisions Reversed - -
Profit / (Loss) after tax -52.13 -69.11
Add: Adjustment for depreciation as per Companies Act 2013 - -
Add: Balance brought forward from previous year - -
Balance carried to Balance Sheet -52.13 -69.11

OPERATIONAL REVIEW & STATE OF COMPANY'S AFFAIRS:

The Company has entered in the Solar Power Sector incubated a business proposition forthe last 5 years launched during November 2015 the Shop-on-line plug-in-play stock& sale model and integrated solar PV power generating system catering to B to C and Bto B segments. We are overwhelmed with the response from our customers. Company hasintroduced the concept of product for solar power system against the prevailing practiceof considering it as project irrespective of the size. Company has developed variousstandard solar power system. Details regarding Company operations are displayed on thecompany's website www.splsolar.in.

During the year under review the Company has recorded a total revenue of Rs. 1116.06Lakhs including the other income against the total revenue in the previous year ofRs.104.29 Lakhs. Company has posted a Loss of Rs. 52.13 Lakhs for the year ended 31stMarch 2020.

RESERVES:

Your Directors do not propose to transfer any amount to the General Reserve Account Inlieu of Loss.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31st March 2020due to Losses during the year.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2020 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 company subsidiary company or Joint venture.

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:

The Company has not issued any loans or provided any Guarantees or made Investmentscovered under the provisions of Section 186 of the Companies Act 2013 for the FinancialYear 2019-2020.

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:

Due to non-compliances with the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) trading on Bombay StockExchange where Company is listed has been suspended with effect from 01st October 2019.The Company has not paid Annual Listing Fees and is in violation of Certain SEBIRegulations/ Listing Requirements.

Except this there were no significant and material orders passed by the Regulators orCourts that would 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 Companybeing less than Rs. 10 Crore and Net worth is being less than Rs. 25 Crore as on 31stMarch 2019 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 following statement 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 and the same is also available onthe website of the Company on www.splsolar.in.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company during the year

1. Mr. Rajesh Ulhas Deshpande Mrs. Payal Raju Savla and Mr. Harishchandra BharamaNaukudkar resigned from the post of Independent Director with effect from 14th June 2019.

2. Mr. Girish Sharma and Mr. Ramesh Chandra Sharma were appointed Independent Directorof the Company with effect from 21st June 2019 and change in designation of Mrs. RajlaxmiIyar from executive director to non-executive director with effect from 21st June 2019.

3. Mr. Girish Sharma and Mr. Ramesh Chandra Sharma ceased to be Director of the Companywith effect from 14th November 2019.

4. Thereafter Mr. Harishchandra Bharama Naukudkar was appointed as IndependentDirector and Chairman of the Company with effect from 18th November 2019 and Mr. RameshChandra Sharma was appointed as Independent Director with effect from 18th November 2019.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following persons are the Directors and Key Managerial Personnel of the Company ason 31st March 2020:

Sr. No. Name of the person Designation
1 Venkata Subramanian* Managing Director and Compliance Officer
2 Rajlaxmi Iyar Non-Executive Director
3 Yash Dharmendra Sanghvi** Non-Executive Director
4 Ramesh Chandra Sharma Independent Director
5 Harishchandra Bharama Naukudkar Independent Director
6 Pundlik Ranaba Davane*** Chief Financial Officer

* Change in designation from whole time director to Managing Director with effectfrom 29th May 2020.

** Mr. Yash Dharmendra Sanghvi Director of the Company retires by rotation at theforthcoming Annual General Meeting (AGM) and being eligible offers himself forre-appointment.

*** Mr. Pundlik Ranaba Davane was appointed as Chief Financial Officer with effect from21st June 2019.

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 andrecommends the Board about remuneration for Directors and Key Managerial Personnel andother employee up to one level below of Key Managerial Personnel. During the Financialyear 2019-20 the Company did not paid any sitting fees to the Non-Executive Director andIndependent Directors for attending the Board Meetings. Remuneration to ExecutiveDirectors is governed under the relevant provisions of the Companies Act 2013. TheCompany has devised the Nomination and Remuneration Policy for the appointmentre-appointment and remuneration of Directors & Key Managerial. All the appointmentre-appointment and remuneration of Directors and Key Managerial Personnel are incompliance of the Nomination and Remuneration Policy of the Company.

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 detail of familiarisation program is available on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31st March 2020 Nine Board Meetings were held on thefollowing dates: (1) 20th April 2019 (2) 28th May 2019 (3) 14th June 2019 (4) 21stJune 2019 (5) 14th August 2019 (6) 11th September 2019 (7) 14th November 2019 (8) 18thNovember 2019 and (9) 13th February 2020.

The composition is as under:-

Name of the Directors Category of Directors

Number of outside Directorship

Attendance

No. of Shares held in the Company As at 31.03.2020

Directorship #

Public Private Board meeting Last AGM
Venkata Subramanian Managing Director* - 1 9 Yes 464350
Rajlaxmi Iyar Non-Executive Director - 0 9 No 9000
Yash Dharmendra Sanghvi Non-Executive Director - - 9 Yes Nil
Ramesh Chandra Sharma Independent Director - - 3 Yes Nil
Harishchandra Bharama Naukudkar Independent Director - - 2 Yes Nil
Pundlik Ranaba Davane Chief Financial officer - - 6 Yes 1000

* Change in designation from whole time director to Managing Director with effectfrom 29th May 2020.

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

Memberships of the Directors in various Committees are within the permissible limits ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The membersof the Board have been provided with the requisite information mentioned in the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 well before the BoardMeetings.

COMMITTEE MEETINGS:

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.

During the financial year ended 31st March 2020 Audit Committee Meetings were held onthe following dates:

(1) 20th April 2019 (2) 28th May 2019 (3) 14th August 2019 (4) 11th September 2019(5) 12th November 2019 and (6)13th February 2020.

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

Name of Director Designation Category of Directorship

No. of Meetings during the Year

Entitled to attend Attended
Mr. Harishchandra Bharama Naukudkar Chairperson Independent Director 3 3
Mr. Ramesh Chandra Sharma Member Independent Director 4 4
Mr. Venkata Subramanian Member Managing Director* 4 4

* Change in designation from whole time director to Managing Director with effectfrom 29th May 2020

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:

During the financial year ended 31st March 2020 the Nomination & RemunerationCommittee Meetings were held on the following dates:

(1) 28th May 2019 (2) 14th August 2019 (3) 12th November 2019 and (4) 13th February2020.

Name of Director Designation Category of Directorship

No. of Meetings during the Year

Entitled to attend Attended
Mr. Ramesh Chandra Sharma Chairperson Independent Director 3 3
Mrs. Rajlaxmi lyar Member Non-Executive Director 3 3
Mr. Harishchandra Bharama Naukudkar Member Independent Director 2 2

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel (KMP) Senior Management Personnel and theirremuneration as part of its charter and other matters provided under Section 178(3) of theCompanies Act 2013. Pursuant to Section 134(3) of the Companies Act 2013 the nominationand remuneration policy of the Company which lays down the criteria for determiningqualifications competencies positive attributes and independence for appointment ofDirectors and policies of the Company relating to remuneration of Directors KMP and otheremployees is available on the Company's website www.splsolar.in. We affirm that theremuneration paid to Directors senior management and other employees is in accordancewith the remuneration policy of the Company.

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:

During the financial year ended 31st March 2020 the Stakeholders RelationshipCommittee Meetings were held on the following dates:

(1) 20th April 2019 (2) 14th August 2019 (3) 12th November 2019 and (4) 13thFebruary 2020.

Name of Director Designation Category of Directorship

No. of Meetings during the Year

Entitled to attend Attended
Mrs. Rajlaxmi lyar Chairperson Non-Executive Director 3 3
Mr. Harishchandra Bharama Naukudkar Member Executive Director 2 2
Mr. Yash Dharmendra Sanghvi Member Independent Director 4 4

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee and the Board monitors theimplementation and assesses the efficiency of the methods employed as required (underSection 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder). During the year under review nocomplaints were reported.

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 ofthe Company in a dematerialized form in either of the two Depositories. The Company hasbeen allotted ISIN No. INE067E01013. Shareholders therefore are requested to take fullbenefit of the same and lodge their holdings with Depository Participants [DPs] with whomthey have 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 BoardMembers and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. Doshi Maru & Associates Chartered Accountants Mumbai (FRN- 112187W)were appointed as the Statutory Auditors of the Company at its 32nd Annual General Meetingfrom the conclusion of the said meeting until the conclusion of the 37th Annual GeneralMeeting. The report of the Statutory Auditors M/s. Doshi Maru & Associates CharteredAccountants on the financial statements of the Company for the Financial Year 2019-20forms part of this Annual Report. The statutory auditors have submitted an unmodifiedopinion on the audit of financial statements for the Financial Year 2019-20 and there isno qualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. Vikrant Sutrave and Associates a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit report is annexed herewith as Annexure ‘B' and forms anintegral part to this Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the Statutory Auditors contained in their Report have beenadequately dealt with in the Notes to the Accounts which are self-explanatory andtherefore do not call for any further comments.

With respect to Secretarial Auditors qualification in the Secretarial Audit ReportYour Directors wish to state that the Company is going through financial distress andsevere cash flow problems which has caused Employee/Resource Crunch leading todisturbance in Compliance Pattern/tax payments.

However your Directors assure that the Company continues its principles of abiding bythe Law in its Letter and Spirit. Your Directors assure that some of the Compliance/Taxpayments reported as not done have subsequently done and balance too will be completed indue course.

Your Directors are putting maximum efforts to make company fully compliant in allrespects and expect Company to be fully compliant at the earliest

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.

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) Rules2014 in respect of employees of the Company is Annexed here as "Annexure-E".Further the Company does not have any employee whose remuneration exceeds the limitsprescribed in rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

LISTING:

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

IMPACT OF COVID-19:

The Country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. By staying true to its purpose and its values the top-most priority forthe Company was to ensure the safety of its employees.

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.

By order of the Board
DATE: 31/12/2020 For STERLING POWERGENSYS LIMITED
REGISTERED OFFICE: Sd/-
STERLING POWERGENSYS LIMITED
2/10 Meghal Service Industrial Estate VENKATA SUBRAMANIAN
Devidayal Road Mulund West MANAGING DIRECTOR
Mumbai - 400 080. (DIN: 00107561)
Email: investor@splsolar.in Sd/-
RAJLAXMI IYAR
DIRECTOR
(DIN: 00107754)

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