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Taylormade Renewables Ltd.

BSE: 541228 Sector: Engineering
NSE: N.A. ISIN Code: INE459Z01017
BSE 00:00 | 28 Feb 9.00 1.00
(12.50%)
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NSE 05:30 | 01 Jan Taylormade Renewables Ltd
OPEN 9.00
PREVIOUS CLOSE 8.00
VOLUME 4000
52-Week high 21.10
52-Week low 4.95
P/E 7.32
Mkt Cap.(Rs cr) 9
Buy Price 7.29
Buy Qty 4000.00
Sell Price 9.50
Sell Qty 4000.00
OPEN 9.00
CLOSE 8.00
VOLUME 4000
52-Week high 21.10
52-Week low 4.95
P/E 7.32
Mkt Cap.(Rs cr) 9
Buy Price 7.29
Buy Qty 4000.00
Sell Price 9.50
Sell Qty 4000.00

Taylormade Renewables Ltd. (TAYLORMADERENEW) - Director Report

Company director report

To

The Members

TAYLORMADE RENEWABLES LIMITED

(FORMERLY KNOWN AS TAYLORMADE RENEWABLES PRIVATE LIMITED &TAYLORMADE SOLAR SOLUTIONS PRIVATE LIMITED) AHMEDABAD

Your Directors have pleasure in presenting their 9th (Ninth)Report on the business and operations of your Company together with the Audited Statementof Accounts and the Auditors' Report of your company for the financial year endedMarch 31 2019.

FINANCIAL HIGHLIGHTS:

During the year under review performance of your company as under:

PARTICULARS 2018 2019 2017 2018
Total Operational Income 2522.34 1964.66
Other Income 3.79 1.88
Total Income 2526.13 1966.54
Profit / (Loss) before Tax 161.36 135.95
Less: Income Tax 45.90 36.85
Less: Differed Tax Liability / (Assets) -5.22 2.20
Profit / (Loss) after Tax 120.68 96.90
Add: Balance brought forward from the Previous year 1396.32 57.46
Add: Share application money 0.00 1341.20
Add: Share premium Reserve 0.00 5.50
Profit available for Appropriation 1517.00 1501.06
Less: Profit utilized for issue of Bonus Shares 0 0
Less: Proposed Dividend 0 0
Less: Transfer to Share Capital 324.00 104.75
Less: Access Share Application Money Paid Back 207.20
Balance carried to Balance Sheet 985.80 1396.32

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

Your Directors are glad to report that the Company has achieved aMarginal growth in its turnover which is quite evident from the above mentioned figures.Total turnover for the financial year ended March 31 2019 has increased to Rs. 2522.34 ascompared to Rs. 1964.66 Lakhs of Previous Year registering a growth of 128. percent(approx). The Company has incurred the Profit before Tax of Rs. 161.36 Lakhs during theyear as compared to Rs. 135.96 Lakhs of the previous year registering a growth of 119percent (approx).

Your Directors assures you that they would grab all businessopportunities that could be seized from the market for the overall development of ourbusiness and foresee bright prospects of the Company in the years to come.

We seek long-term relationship with clients while addressing theirrequirements. Our customer centric approach has resulted in high levels of clientsatisfaction and retention.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis enclosed as a part of this report

INITIAL PUBLIC OFFER

During the year under review there has been public offer or increase incapital of the Company. However during the Year 2017-18 the Company came out with anInitial Public Offering of 3240000 Equity Share at Face value Rs.10/- and Premium of Rs.25/- Per Share. The Company Received the trading Approval for total 9824848 EquityShares on BSE SME Platform with Effect From 06th April2018.

CHANGES IN NATURE OF BUSINESS

There has been no Change in the nature of the business of the Companydone during the year.

DIVIDEND:

With a view to conserve funds for future expansion and modernizationrequirements your Directors intend to plough back the profit and do not recommend anyDividend for the current financial year.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Depositpursuant to the Companies (Acceptance of Deposits) Rules 2014.

MATERIAL CHANGES AND COMMITMENTS:

Apart from the Change as mention below there is no other materialchange and commitment affecting the financial position of the Company which have occurredin the previous financial year i.e. March 31 2018 and hence not reported.

The Company received the trading Approval for total 9824848 EquityShares on BSE SME Platform with Effect From 06th April 2018.

BOARD MEETINGS:

The Director of Company met at Regular interval with the gap betweentwo meeting not exceeding

120 days to take a view of the Company's Polices and strategiesapart from the Board 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 Five 5times and meetings of the Board of Directors were held on following dates

Sr. No Date Of Board Meeting
1 30th May 2018
2 30th July 2018
3 03rd November 2018
4 27th November 2018
5 01st March 2019

DIRECTORS' RESPONSIBILITY STATEMENT:

i. Your Directors have followed the applicable accounting standardsalong with proper explanation relating to material departure if any while preparing theannual accounts;

ii. Your Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give true and fair view of the state of affairs of the Company at the end of financialyear and of the Loss of the Company for the period;

iii. Your Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. Your Directors have prepared the annual accounts on a going concernbasis.

v. They have laid down internal financial controls with reference tofinancial statements in the company were operating effectively.

vi. The Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

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 theprovisions of Section 92 read with Rule 12 of the Companies (Management andadministration) Rules 2014 for the Financial Year 2018-19 has been enclosed with thisreport as Annexure-I.

AUDITORS:

M/s. Vipul I. Suthar & CO. Chartered Accountant Ahmedabad wereappointed as Statutory Auditors of the company at Annual general meeting held on 30thSeptember 2015 for a period of 5 years for a term of five consecutive years. The Membersmay note that consequent to the recent changes in the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA) videnotification dated May 7 2018 the proviso to Section 139(1) of the Companies Act 2013read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules2014 the requirement of ratification of appointment of Auditors by the Members at everyAGM has been done away with. Therefore the Company is not seeking any ratification ofappointment of M/s. Vipul I. Suthar & CO. Chartered Accountants as the Auditors ofthe Company by the Members at the ensuing AGM

The Report given by the Auditors on the financial statements of theCompany is a part of the Annual

Report. The notes to the accounts referred to in the Auditor'sReport are self-explanatory and therefore do not call for any further comments.

EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) /ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT

There is neither any qualification/reservation/adverse remark nor anydisclaimer by statutory Auditors in their report and accordingly no explanation/comment isrequired.

SECRETARIAL AUDITOR:

As per the provisions of Section 204 read with Section 134(3) of theCompanies Act 2013 our Company needs to obtain Secretarial Audit Report from PracticingCompany Secretary and therefore M/s KUNAL RAJKUMAR BAJAJ Company Secretaries Ahmedabadhad been appointed to issue Secretarial Audit Report for the period ended on 31st March2019.

Secretarial Audit Report issued by KUNAL RAJKUMAR BAJAJ CompanySecretaries in Form MR-3 attached and marked as "Annexure II" for theperiod under review forms part of this report. The said report does not containobservation or qualification.

COST AUDITORS:

As per the Cost Audit Orders Cost Audit is not applicable to theCompany's products.

AUDIT COMMITTEE:

Audit Committee in compliance with the Provision of section 177 ofCompanies Act 2013 Consisting of the Following.

1. JAYESH HARESHBHAI CHANDALA Chairman*(Up to 17.11.2018)
2. BHAUMIK RAJESHKUMAR MODI Chairman*(W.e.f 27.11.2018)
3. HARINARAYANA TIRUMALACHETTY Member
4. AVANI SAMIR PATEL Member

NOMINATION AND REMUNERATION COMMITTEE

Nomination and remuneration Committee in compliance with the Provisionof section 178 of Companies Act 2013 Consisting of the Following

1. JAYESH HARESHBHAI CHANDALA Chairman*(Up to 17.11.2018)
2. BHAUMIK RAJESHKUMAR MODI Chairman*(W.e.f 27.11.2018)
3. HARINARAYANA TIRUMALACHETTY Member
4. AVANI SAMIR PATEL Member

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder's Relationship Committee in compliance with theProvision of section 178 of Companies

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 theProvision of section 135 of Companies Act 2013 consisting of the Following. However thecriteria of Section 135 of Companies Act 2013 not attract Hence CSR Report is not Partof this Report

1. Mr. Harinarayana Tirumalachetty - Chairman
2. Mr. Dharmendra sharad Gor - Member
3. Mr. Jayesh Niranjanbhai Shah - Member

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

The details of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are as under:

a) Conservation of Energy:

Your Company is engaged in dealing of Manufacturing of items based onsolar energy and energy conversion measures are not much affecting the Company. Howeveran endeavour has been made to ensure the optimal utilization of energy avoid wastage andconserve 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 Applicable
not taken place if any

c) Foreign Exchange Earnings / Outgo:

The company has not made any foreign exchange earnings and outgoingAttention of members is drawn to the disclosure of transactions of foreign currencytransaction set out in Standalone Financial Statements forming part of the Annual Report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTIONFUND:

Since the Company has not declared dividend during the year provisionsof Section 125(2) of the Companies Act 2013 does not apply.

STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TOSECTION 149(6) OF THE ACT

The independent Directors of the Company MR. BHAUMIK RAJESHKUMAR MODIand Mr. HARINARAYANA TIRUMALACHETTY have Confirmed to the Board that they meet thecriteria of independence as specified under Section 149(6) of the Companies Act 2013 andthey qualify to be independent directors. They have also confirmed that they meet therequirements of independent Director as mentioned under Regulation 16(1) (b) of SEBI (LODR) Regulation 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive andnon-executive directors including Independent Directors who have wide and variedexperience in different disciplines of corporate functioning. There has been an altogethertransformation in the composition of Board of Directors and recruitment of Key managerialpersonnel in the Company as detailed hereunder:

Name of Director / Key Managerial personnel Designation Date of Appointment / Cessation / Change in Designation
MR. JAYESH CHANDALA HARESHBHAI INDEPENDENT DIRECTOR 17.11.2018(CESSATION)
MR. BHAUMIK RAJESHKUMAR MODI INDEPENDENT DIRECTOR 27.11.2018
MS. JUHI SHAH COMPANY SECRETARY 21.02.2019 (CESSATION)

In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Ms. AVANI SAMIR PATEL (DIN- 03167090)retires by rotation at the ensuing Annual General Meeting and being eligible in terms ofSection 164 of the Act offers himself for re-appointment. All Independent Directors havegiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013

EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board had carried out performanceevaluation of its own the Board Committees and of the Independent directors. IndependentDirectors at a separate meeting evaluated performance of the Non-Independent DirectorsBoard as a whole and of the Chairman of the Board. The following were the EvaluationCriteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its operations.Internal control systems comprising of policies and procedures are designed to ensureliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedure applicable laws and regulations

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIESACT 2013

Details of Loans Guarantees and Investments covered under theprovisions of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTICULARSREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

During the Year under review Contracts or Arrangements entered intowith the Related party as define under section 2(76) of the Companies Act2013 were inordinary course of Business and on arm's length basis. Detail of the Transactionpursuant to compliance of section 134(3) (h) of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules2014 are discloser of transaction set out in note number 13Of financial statements forming part of this report

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISKMANAGEMNET POLICY FOR THE COMPANY

The Company has in place a mechanism to identify assess monitor andmitigate various risk towards the key business objectives of the company. Major risksidentified by the business and function are systematically addressed through mitigationactions on a continuing basis

REMUNERATION RATIO OF DIRECTORS/KEY MANAGERIAL PERSONNEL(KMP)/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the Companyand Directors is furnished hereunder

Sr. No. Name Designation Remuneration paid FY 2018-19. Rs..in Lakh Remuneration paid FY 2017-18. Rs..in Lakh Increase in remuneration from previous year Rs..in Lakh
1 GOR DHARMENDRA Managing Director 7.67 11.20 (-3.53)
SHARAD
2 SHAH JAYESH Whole time Director 2.33 4.25 (-1.92)
NIRANJANBH AI
3 JUHI SHAH * CS 0.96 0.24 0.72
4 HARSH GOR CFO 3.75 3.0 0.75
5. GOR NEERA Director 2.00 0.30 1.7
DHARMENDRA

*Resign w.e.f from 21.02.2019

ACKNOWLEDGEMENT:

We thank our customers vendors shareholders and bankers for theircontinued support during the year. We place on record our deep sense of appreciation ofthe contribution made by the employees at all levels. Our consistent growth was madepossible by their hard work solidarity co-operation and support.

We thank Government of India State Governments and various Governmentand port authorities for their support and look forward to their continuous support in thefuture.

For & on behalf of Board of Directors
GOR NEERA GOR DHARMENDRA
DHARMENDRA SHARAD
DATE : 30/08/2019 DIRECTOR DIRECTOR
PLACE : AHMEDABAD DIN : 00482807 DIN : 00466349