TAYLORMADE RENEWABLES LIMITED
(FORMERLY KNOWN AS TAYLORMADE RENEWABLES PRIVATE LIMITED & TAYLORMADE SOLARSOLUTIONS PRIVATE LIMITED) AHMEDABAD
Your Directors have pleasure in presenting their 11th (Eleventh) Report onthe business and operations of your
Company together with the Audited Statement of Accounts and the Auditors' Report ofyour company for the financial year ended March 31 2021.
During the year under review performance of your company as under:
(Amount in Lakhs)
|PARTICULARS ||2020-21 ||2019-20 |
|Total Operational Income ||41.32 ||349.36 |
|Other Income ||2.22 ||8.51 |
|Total Income ||43.54 ||357.87 |
|Profit / (Loss) before Tax ||(182.41) ||20.59 |
|Less: Income Tax ||0.00 ||4.69 |
|Less: Differed Tax Liability / (Assets) ||(1.23) ||3.24 |
|Profit / (Loss) after Tax ||(181.18) ||12.64 |
|Add: Balance brought forward from the Previous year ||998.46 ||985.80 |
|Add: Share application money ||0.00 ||0.00 |
|Add: Share premium Reserve ||0.00 ||0.00 |
|Profit available for Appropriation ||998.46 ||998.45 |
|Less: Profit utilized for issue of Bonus Shares ||0 ||0 |
|Less: Proposed Dividend ||0 ||0 |
|Less: Transfer to Share Capital ||0 ||0 |
|Less: Access Share Application Money Paid Back ||0 ||0 |
|Balance carried to Balance Sheet ||817.27 ||998.45 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Total turnover for the financial year ended March 31 2021 has Rs.41.32 Lakh. TheCompany has incurred the Loss before Tax of Rs.(182.41) Lakh.
Your Directors assures you that they would grab all business opportunities that couldbe seized from the market for the overall development of our business and foresee brightprospects of the Company in the years to come.
We seek long-term relationship with clients while addressing their requirements. Ourcustomer centric approach has resulted in high levels of client satisfaction andretention.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report
CHANGES IN NATURE OF BUSINESS
There has been no Change in the nature of the business of the Company done during theyear.
With a view to conserve funds for future expansion and modernization requirements yourDirectors intend to plough back the profit and do not recommend any Dividend for thecurrent financial year.
The Company has not accepted any deposit within the meaning of Deposit pursuant to theCompanies (Acceptance of Deposits) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS:
There is no other material change and commitment affecting the financial position ofthe Company which have occurred in the previous financial year i.e. March 31 2021 andhence not reported.
The Director of Company met at Regular interval with the gap between two meeting notexceeding 120 days to take a view of the Company's Polices and strategies apart from theBoard Matters. The Notice of the Board Meeting was given well in advance to all theDirectors of the Company.
During the year under the review The Board of Director met six 4 times and meetings ofthe Board of Directors were held on following dates
|Sr. No ||Date Of Board Meeting ||Sr. No ||Date Of Board Meeting |
|1 ||26th June 2020 ||2 ||30th August 2020 |
|3 ||12th November 2020 ||4 ||9th March 2021 |
DIRECTORS' RESPONSIBILITY STATEMENT:
i. Your Directors have followed the applicable accounting standards along with properexplanation relating to material departure if any while preparing the annual accounts;
ii. Your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of financial year and of theLoss of the Company for the period;
iii. Your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. Your Directors have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls with reference to financialstatements in the company were operating effectively. vi. The Directors have devisedproper system to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9:
Extract of the Annual Return as per Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 for theFinancial Year 2020-21 has been enclosed with this report as Annexure-I.
The Member of the Company has appointment of M/s. MAAK Associates CharteredAccountants (Registration No.135024W) as the Statutory Auditors of the Company. TheAuditors hold office for a period of five consecutive terms from the conclusion of theTenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting ofthe Company.
The Report given by the Auditors on the financial statements of the Company is a partof the Annual Report. The notes to the accounts referred to in the Auditor's Report areself-explanatory and therefore do not call for any further comments.
EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSEREMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT
There is neither any qualification/reservation/adverse remark nor any disclaimer bystatutory Auditors in their report and accordingly no explanation/comment is required.
As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 our Company needs to obtain Secretarial Audit Report from Practicing CompanySecretary and therefore M/s Ankita Surana & associates Company Secretaries had beenappointed to issue Secretarial Audit Report for the period ended on 31st March 2021.
Secretarial Audit Report issued by Ms. Ankita Surana Company Secretaries in Form MR-3attached and marked as "Annexure II" for the period under review formspart of this report. The said report does not contain observation or qualification.
As per the Cost Audit Orders Cost Audit is not applicable to the Company's products.
Audit Committee in compliance with the Provision of section 177 of Companies Act 2013Consisting of the Following.
|1. BHAUMIK RAJESHKUMAR MODI ||Chairman |
|2. PINAKEEN AMRUTLAL PATEL ||Member |
|3. AVANI SAMIR PATEL ||Member |
NOMINATION AND REMUNERATION COMMITTEE
Nomination and remuneration Committee in compliance with the Provision of section 178of Companies Act 2013 consisting of the Following
|1. BHAUMIK RAJESHKUMAR MODI ||Chairman |
|2. PINAKEEN AMRUTLAL PATEL ||Member |
|3. AVANI SAMIR PATEL ||Member |
STAKEHOLDER RELATIONSHIP COMMITTEE
Stakeholder's Relationship Committee in compliance with the Provision of section 178 ofCompanies Act 2013 consisting of the Following
|1. MS. AVANI SAMIR PATEL ||- CHAIRPERSON |
|2. MR. DHARMENDRA SHARAD GOR ||- MEMBER |
|3. MR. SHAH JAYESH NIRANJANBHAI ||- MEMBER |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Corporate Social Responsibility Committee in compliance with the Provision of section135 of Companies Act 2013 consisting of the Following. However the criteria of Section135 of Companies Act 2013 not attract Hence CSR Report is not Part of this Report
|1. MR. DHARMENDRA SHARAD GOR ||- MEMBER |
|2. MR. BHAUMIK RAJESHKUMAR MODI ||-MEMBER |
|3. MR. JAYESH NIRANJANBHAI SHAH ||- MEMBER |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
a) Conservation of Energy:
Your Company is engaged in dealing of Manufacturing of items based on solar energy andenergy conversion measures are not much affecting the Company. However an endeavor hasbeen made to ensure the optimal utilization of energy avoid wastage and conserve energy.
|Steps taken for conservation ||No specific measures were taken |
|Steps taken for utilizing alternate sources of energy ||NIL |
|Capital investment on energy conservation equipments ||NIL |
b) Technology Absorption:
|Efforts made for technology absorption ||No Research and development was carried out during the year under report |
|Benefits derived ||Not Applicable |
|Expenditure on Research &Development if any ||Capital & Revenue Expenditure NIL |
|Details of technology imported if any ||Not Applicable |
|Year of import ||Not Applicable |
|Whether imported technology fully absorbed ||Not Applicable |
|Areas where absorption of imported technology has not taken place if any ||Not Applicable |
c) Foreign Exchange Earnings / Outgo:
The company has not made any foreign exchange earnings and outgoing Attention ofmembers is drawn to the disclosure of transactions of foreign currency transaction set outin Standalone Financial Statements forming part of the Annual Report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Since the Company has not declared dividend during the year provisions of Section125(2) of the Companies Act 2013 does not apply.
STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(6)OF THE ACT
The independent Directors of the Company MR. BHAUMIK RAJESHKUMAR MODI and Mr.PINAKEEN AMRUTLAL PATEL have confirmed to the Board that they meet the criteria ofindependence as specified under Section 149(6) of the Companies Act 2013 and they qualifyto be independent directors. They have also confirmed that they meet the requirements ofindependent Director as mentioned under Regulation 16(1) (b) of SEBI (LODR) Regulation2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning. There has been an altogether transformation in thecomposition of Board of Directors and recruitment of Key managerial personnel in theCompany as detailed hereunder:
|Name of Director / Key Managerial personnel ||Designation ||Date of Appointment / Cessation / Change in Designation |
|Mr. PINAKEEN AMRUTLAL PATEL ||INDEPENDENT DIRECTOR ||26.06.2020-Appointed As Additional Director |
|Mr. PINAKEEN AMRUTLAL PATEL ||INDEPENDENT DIRECTOR ||30.09.2020 ( Regularise as Director) |
|MS. MANIKA MISRA ||COMPANY SECRETARY ||09.07.2020 (Resignation) |
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Ms. Gor Neera Dharmendra (DIN-00482807) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act 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
EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors. Independent Directors at aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand of the Chairman of the Board. The following were the Evaluation Criteria: (a) ForIndependent Directors: - Knowledge and Skills - Professional conduct - Duties Role andfunctions (b) For Executive Directors: - Performance as Team Leader/Member. - EvaluatingBusiness Opportunity and analysis of Risk Reward Scenarios - Key set Goals andachievements - Professional Conduct Integrity - Sharing of Information with the Board TheDirectors expressed their satisfaction with the evaluation process
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure liability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under the provisions of the Actare given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTICULARS REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
During the Year under review Contracts or Arrangements entered into with the Relatedparty as define under section 2(76) of the Companies Act2013 were in ordinary course ofBusiness and on arm's length basis. Detail of the Transaction pursuant to compliance ofsection 134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules2014 are discloser of transaction set out in note number 13 Of financial statementsforming part of this report
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMNET POLICY FOR THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisk towards the key business objectives of the company. Major risks identified by thebusiness and function are systematically addressed through mitigation actions on acontinuing basis
REMUNERATION RATIO OF DIRECTORS/KEY MANAGERIAL PERSONNEL(KMP)/ EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder
|Name ||Designation ||Remuneration paid FY 2020-21. Rs..in Lakh ||Remuneration paid FY 2019-20. Rs.in Lakh ||Increase in remuneration from previous year Rs..in Lakh |
|1 GOR DHARMENDRA SHARAD ||Managing Director ||9.60 ||7.00 ||2.60 |
|2 SHAH JAYESH NIRANJANBHAI ||Whole time Director ||3.40 ||3.37 ||0.03 |
|3 Manika Misra ||CS ||0.00 ||1.00 ||-1.00 |
|4 HARSH GOR ||CFO ||2.70 ||3.60 ||-0.9 |
|5. GOR NEERA DHARMENDRA ||Director ||7.20 ||3.81 ||3.39 |
We thank our customers vendors shareholders and bankers for their continued supportduring the year. We place on record our deep sense of appreciation of the contributionmade by the employees at all levels. Our consistent growth was made possible by their hardwork solidarity co-operation and support.
We thank Government of India State Governments and various Government and portauthorities for their support and look forward to their continuous support in the future.
| ||For & on behalf of Board of Directors || |
| ||GOR NEERA ||GOR DHARMENDRA |
| ||DHARMENDRA ||SHARAD |
|DATE : 27/08/2021 ||DIRECTOR ||DIRECTOR |
|PLACE : AHMEDABAD ||DIN : 00482807 ||DIN : 00466349 |