Sunedison Infrastructure Ltd.
|BSE: 531260||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE332F01018|
|BSE 00:00 | 26 May||Sunedison Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Sunedison Infrastructure Ltd|
|BSE: 531260||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE332F01018|
|BSE 00:00 | 26 May||Sunedison Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Sunedison Infrastructure Ltd|
The Board of Directors hereby submits the report of the business and operations of yourcompany along with the audited financial statements for the financial year ended March312019.
FINANCIAL RESULTS: STANDALONE
OPERATIONS OF THE COMPANY
During the year under review the company has commenced its operations and achieved aturnover of Rs.574540784/- earning from other income Rs. 10537926/- and incurred totalexpenses of Rs.578547391 /-As a result the company made a net profit of Rs.1558580/-.
CHANGE IN THE NATURE OF BUSINESS IF ANY
The Company was acquired by Mr. Anil Jain Mrs. Dimple Jain Mrs.Ugam Devi Jain andSherisha Technologies Private Limited through Open Offer pursuant to SEBI (SubstantialAcquisition of Shares and Takeover) Regulations 2011 during the year 2018. Post OpenOffer the Company has amended the object clause of the Memorandum of Association at the 24thAnnual General Meeting and changed its line of business from aqua culture industry torenewable power industry.
SEITEJAS PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY)
SEI Tejas Private Limited (hereinafter "SEI Tejas") was incorporated onDecember 19 2013. During August 2018 the Company had acquired SEI Tejas. SEI Tejas isengaged in the business of rendering design engineering installation and maintenance ofsolar water pumps. It also carries out trading activities with respect to solarcomponents.
In the financial year 2018-19 SEI Tejas has achieved Sales of Rs. 416739628/- asagainst previous year Sales of Rs. 269543316/-. There is an increase of 54.61% in salesis mainly due to increase in trading activities with respect to solar components.
SEI Tejas had a profit before tax of Rs. 13361130/- as against profit before tax ofRs.23720003/- of previous year. There is a decrease of 43.67% in profit before tax ismainly due to increase in cost of design engineering and installation materials andmanpower.
ISHAAN SOLAR POWER PRIVATE LIMITED (WHOLLY OWNED SUBSIDIARY)
Ishaan Solar Power Private Limited (hereinafter "Ishaan Solar") wasincorporated on November 23 2010. During January 2019 the Company has acquired IshaanSolar. Ishaan Solar is engaged in the business of rendering design engineeringinstallation and maintenance of solar water pumps. It also carries outtrading activitieswith respect to solar components.
In the financial year 2018-19 Ishaan Solar has achieved Sales of Rs. 557155988/- asagainst previous year Sales of Rs. 181651693/-. There is an increase of 206.72% in salesis mainly due to increase in trading activities with respect to solar components.
Ishaan Solar had a profit before tax of Rs.21801231/- as against profit before taxof Rs.554096131- of previous year. There is a decrease of 60.65% in profitbefore tax is mainly due to increase in cost of design engineering and installationmaterials and manpower.
SEISOLARTECH PRIVATE LIMITED (WHOLLYOWNED SUBSIDIARY)
SEI Solartech Private Limited (hereinafter "SEI Solartech") was incorporatedon July 062010. During January 2019 the Company has acquired SEI Solartech. SEISolartech is engaged in the business of setting up of solar power plants and generatingpower and also holds investments in entities which are in similar businesses relating toinstallation and commissioning of solar power plants and solar water pumps in rural andagricultural areas respectively.
In the financial year 2018-19 SEI Solartech has achieved Total Income of Rs.36603232/- through Other Income as against previous year Total Income of Rs. 4084683/-through Other Income. There is an increase of 796.11 % in sales is mainly due to increasein Interest income on fixed deposits/loans and Gain on Sale of Investments.
The Information as required under the first proviso to sub-section (3) of Section 129is given in Form AOC-1 is appended as Annexure -1 to the Board's Report.
There is no change in the Share Capital of the Company during the year under review.
DIVIDEND & RESERVES
In order to conserve the resources of the company your Board has not recommended anydividend for the year ended under review and has transferred the entire amount of profitto Retained Earnings under the head Other Equity.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No: MGT-9 is annexed herewith as Annexure-2and available at the company's website www.ykmindustries.com
The Company has not accepted any deposits either from the shareholders or Public and assuch no amount of principal or interest was outstanding on the date of Balance Sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement (Please referto Notes 5 under Note to the Standalone Financial Statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with its related parties during the yearwere in ordinary course of business and on arm's length basis and did not attract theprovisions of Section 188 of the Companies Act 2013. During the year the Company had notentered into any arrangement/transaction with related parties which could be consideredmaterial in accordance with the company's policy on Related Party Transactions andaccordingly the disclosure of Related Party Transactions in Form AOC-2 is notapplicable. However names of Related Parties and details of transactions with them havebeen included in Note No: 31 to the Standalone Financial Statements provided in the AnnualReport.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
No material changes and commitments have occurred after the close of the yeartill thedate of this report which affects the financial position of the company.
The Board during the Financial Year 2018-19 met Eight (8) times i.e. April 24 2018 May292018 July 262018 August 242018 October 192018 November 142018 January 022019and February 11 2019.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT
During the year under review the following Directors were appointed as an AdditionalDirector by the Board in its Meeting held on July 262018.
Mr. Anil Jain (DIN:00181960) was appointed as an Additional Director by the Board inits Meeting held on February 11 2019 to hold office upto the ensuing Annual GeneralMeeting of the Company. The company had received a notice in writing from a member underSection 160 of the Companies Act 2013 signifying his/her intention to propose Mr. AnilJain as a candidate for the office of the Director of the Company liable to retire byrotation.
The Board recommends the appointment of Mr. Anil Jain as Non-Executive Directorliable to retire by rotation. The resolution to be passed by the members in the ensuingannual general meeting is set out in the notice calling the 25th Annual GeneralMeeting of the Company.
CHANGE IN DESIGNATION
In the 24th Annual General Meeting Mr.Kalpesh Kumar who was appointed asan additional director by the Board was appointed as Managing Director of the Company fora term of three years commences from September 282018 to September 252021 liable toretire by rotation.
Mr.Shailesh Rajagopalan who was appointed as an additional director by the Board wasappointed as a Non- Executive Director of the Company liable to retire by rotation in the24th Annual General Meeting of the Company.
Mr. Hem Senthil Raj and Ms. Jamuna who were appointed as an additional directors bythe Board were appointed as Non-Executive Independent Directors of the Company fora termof three years in the 24th Annual General Meeting of the Company.
The following Directors were resigned from the Board on July 26 2018.
Mr.Yerabhagha Meera Reddy had resigned from the Board as Managing Director w.e.f.October 17 2018.
RETIRE BY ROTATION
Mr.Shailesh Rajagopalan Non-Executive Director of the Company retires by rotation andbeing eligible offers himself for re-appointment in accordance with the provisions ofSection 152(6) and Articles of Association of the Company. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.
KEY MANAGERIAL PERSONNEL
Mr. D. Sadasivam Company Secretary and Compliance officer of the Company had resignedon May 312019 and Mr. R. V.Suresh Babu was appointed as Company Secretary and ComplianceOfficer of the Company w.e.f. June 012019.
Ms. RuchiAshish Maheshwari was appointed as Chief Financial Officer and Key ManagerialPersonnel of the Company w.e.f. April 052019.
a) Brief description of terms of reference
The audit committee assists the board in overseeing the financial and accountingprocess in the company. It reviews the compliance with legal and statutory requirementsthe quarterly and annual financial statements and reports its findings to the board. Itrecommends the appointment of internal auditor secretarial auditor and statutory auditor.
b) Composition of the Audit Committee
Post open offer the Board Reconstituted the Audit Committee. The composition of theAudit Committee in accordance with the provisions of Section 177 of the Companies Act2013 and the rules made thereunder. The Composition of Audit Committee for the financialyear ended March 312019 was as follows:
NOMINATION AND REMUNERATION COMMITTEE
a) Brief description of terms of reference
The Nomination and Remuneration committee assist the Board in Formulation of thecriteria for determining qualifications positive attributes and independence of adirector and recommend to the board of directors a policy relating to the remuneration ofthe directors key managerial personnel and other employees formulation of criteria forevaluation of performance of independent directors and the board of directors devising apolicy on diversity of board of directors identifying persons who are qualified to becomeand who may be appointed in senior management in accordance with the criteria laid downand recommend to the board of directors and their appointment and removal.
b) Composition of the Nomination and Remuneration Committee
Post open offer the Board Reconstituted the Nomination and Remuneration Committee. Thecomposition of the Nomination and Remuneration Committee is in accordance with theprovisions of Section 178 of the Companies Act 2013 and the rules made thereunder. TheComposition of Nomination and Remuneration Committee for the financial year ended March
312019 was as follows:
M.Krishnakumar& Associates Chartered Accountant (Membership No:203929) wasappointed as statutory auditor of your company in the 24th Annual GeneralMeeting held on September 282018 fora term of three consecutive years. Due topre-occupation the Statutory Auditor had tendered his resignation on August 072019which results causal vacancy.
Based on the recommendation made by the Audit Committee the Board at its Meeting heldon August
122019 appointed M/s. V K A N & Associates Chartered Accountants Chennai asstatutory auditors of the company to hold office upto the ensuing annual general meetingof the company to fill the casual vacancy.
The Company has received a consent letter under section 139 of the Companies Act 2013from M/s. V K A N & Associates Chartered Accountant Chennai to act as StatutoryAuditors of the Company. The Board recommends appointing M/s. V KAN & AssociatesChartered Accountant Chennai as statutory
auditors of the company for a term of five consecutive years with effect from theconclusion of the ensuing Annual General Meeting till the conclusion of the 30thAnnual General Meeting of the Company to be held in the the F.Y.2024-2025.
The resolution to be passed by the members at the ensuing annual general meeting toappoint M/s. V K A N & Associates Chartered Accountant Chennai as statutory auditorsof the company is set out in the notice calling 25th Annual General Meeting ofthe Company.
The Board Comments on the Auditors Qualification on the Consolidated FinancialStatements are detailed below:
In accordance with the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr.A. Mohan Kumar Practising Company Secretary Chennai to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure3".
The Board Comments on the Auditors Qualification are detailed below:
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The auditors of the Company has stated that during the course of their audit there wasno fraud by the Company or on the Company by its officers or employees noticed or reportedin Independent Audit Report which forms part of this Report. Hence there is norequirement to report the same to Audit Committee or Board of Directors of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems have been strengthened taking into account thenature of business and size of operations to be provided for:
Reliability and integrity of financial and operational information;
Effectiveness and efficiency of operations and assets;
Compliances with applicable statutes policies listing requirements andmanagement policies and procedures.
The Company has appointed M/s. CONSARK Advisory Services LLP as Internal Auditor ofthe Company to carry out the audit for the operations and functions of the company and tobring out any deviations in the internal control procedures.
The Internal Audit report was placed before the Audit Committee for its reviews. TheAudit Committee at its meetings regularly review the financial operating internal auditand compliance reports to improve performance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on thewebsite of the Company.
This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/Employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
NOMINATION AND REMUNERATION POLICY
This policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of the Director (Executive/non-executive) and also the criteria for determining the remunerations of the DirectorsKey Managerial Personnel Senior Management. Details of the policy are available on ourwebsite at https://www.ykmindustries.com.
RISK MANAGEMENT POLICY
The Company has an adequate Risk Management Policy commensurate with its size andoperation. Risk Management includes identifying types of risk and its assessment riskhandling monitoring and reporting.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has been employing Women employees within the premises. The Company has inplace an Anti- Harassment Policy in line with the requirments of the Sexual Harassment ofWomen at work place (Prevention Prohibition and Redressal)Act 2013. Internal ComplaintCommittee has been setup to redress complaints received regularly. There was no complaintreceived from any Women employee during the financial year 2018-19 and hence no complaintis outstanding as on March 31 2019 for redressal.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Companies Act 2013 and the Rules framed thereunder is given in Annexure-4to the Board Report as well as under Rule5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there are no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.
DIRECTOR'S RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Companies (IndianAccounting Standards) Rules 2015 as amended from time to time and other applicableprovisions of the Companies Act 2013 and guidelines issued by the Securities and ExchangeBoard of India (SEBI). The Company has adopted
the Ind AS standards and the adoption was carried out in accordance with applicabletransition guidance. Accounting policies have been consistently applied except where anewly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors would like to state that:
(a) in the preparation of annual accounts for the financial year ended 31st March 2019the applicable accounting standards have been followed;
(b) they had selected such accounting policies and applied them consistently and madejudgements and estimates that were 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 and loss of the Company for the year under review;
(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud an d otherirregularities;
(d) they had prepared the annual accounts for the financial year ended 31st March 2019on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively and
(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Compliance with the Corporate Governance Provisions Specified inRegulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V are not applicable to the Company during the year under review asthe Paid-up Equity Share Capital and Net Worth of the Company as on March 31 2019 doesnot exceed Rs. 10 Crore and Rs. 25 Crore respectively.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
The Board has made a formal annual evaluation of its own performance Committees of theBoard Independent Directors and Individual Directors of the Company.
The Board's performance the Independent Directors as well as Individual Directorsincluding the Chairman of the of the Board was evaluated based on the structured criteriasuch as the Board's functioning the composition of the Board and the Committees Board'sCulture execution and performance of duties obligations of independence governanceethics and values adhering to corporate governance norms inter personal relationshipattendance and contribution at meetings etc as laid down underthe Nomination andRemuneration Policy and the Code of Conduct of the Board.
The Committees of the Board were evaluated individually based on the terms of referencespecified by the Board to the said Committee. The Board of Directors were satisfied withthe evaluation process which ensured that the performance of the Board its CommitteesIndependent Directors and Individual Directors adhered to their applicable criteria.
MEETING OF THE INDEPENDENT DIRECTORS
The Independent Director of your Company met once during the year without the presenceof Non- Independent Director and the members of the Management. The Meeting was conductedin an informal and flexible manner to enable the Independent Directors to inter aliadiscuss matters pertaining to review of performance of Non- Independent Directors and theBoard as a whole review the performance of the Chairperson of the company after takinginto account the view of the Executive and Non- Executive
Directors assess the quality quantity and timelines of the flow of information betweenthe Company Management and the Board that as necessitated the Board to effectively andreasonably perform their duties.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
All New Independent Directors inducted into the Board attend an Orientation Program.The Familiarization Programme of the Company will provide information relating to theCompany renewable energy industry business model of the Company Operations of theCompany etc. The programme also intends to improve awareness of the Independent Directorson their roles rights responsibilities towards the Company. The format of the letter ofappointment is available at: www.ykmindustries.com
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013. The Independent Directors of the Company meetthe criteria of their Independence as laid down under Section 149(6) of the Companies Act2013.
DISCLOSURE ABOUT COST AUDIT
As per Companies (Cost Records and Audit) Amendments Rules 2014 dated 31 December2014issued by the Ministry of Corporate Affairs the Company is not subjected to Cost Audit.
Electronic copies of the Annual Report 2018-19 and the Notice of the 25th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
CONSERVATION OF ENERGY TECHNOLOGYABSORTION AND FOREIGN EXCHANGE OUTGO
(A) Conservation of Energy & Technology Absorption
During the year under review the Company does not engage in manufacturing activityinvolving energy intensive processes. However the Company has taken sufficient stepstowards general energy saving techniques and conservation.
Given the Nature of Process employed the Company there is no technology absorptioninvolved.
(B) Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings = NIL Foreign Exchange Outgo = NIL DISCLOSURE REQUIREMENTS
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
Your Directors gratefully acknowledge the excellent support and co-operation extendedby all the stakeholders more particularly Bankers Shareholders Customers DealersRegulatory and Govt. Authorities.
Your Directors also wish to place on record their appreciation of the contribution madeby the members of the management team and the employees across all levels for the goodwork put in during the year under review.