To The Members
The Board hereby presents the 38th Annual Report along with AuditedStatements of Accounts for the Financial Year ended March 31 2018.
|Particulars ||Amount InLakhs |
| ||2017-18 ||2016-17 |
|Income: || || |
|Revenue from operations ||1418.69 ||1771.75 |
|Other Income ||166.89 ||132.62 |
|Total Revenue (I) ||1585.58 ||1904.37 |
|Expenses: || || |
|Cost ofGoods Sold ||957.31 ||1401.10 |
|Employee benefit expense ||111.39 ||111.52 |
|Other expenses ||184.84 ||139.51 |
|Total (II) ||1253.54 ||1652.13 |
|Earning/(loss) before interest tax depreciation and amortization || || |
| ||332.04 ||252.24 |
|(EBITDA) (I)-(II) || || |
|Depreciation and amortization expense ||104.74 ||100.50 |
|Finance cost ||10.22 ||47.94 |
|Profit for the year ||217.08 ||103.79 |
|Current tax ||46.07 ||21.35 |
|Deferred tax ||(84.03) ||(37.00) |
|Profit after tax ||255.03 ||119.44 |
|Net Worth ||6085.79 ||5025.39 |
In view of further expansion directors do not recommend any dividend on equity sharesfor the year ended on 31st March2018.
The mainoperationsof the Company is to create infrastructure development facilities forthe installation of Wind Turbine Generator. As one of the pioneer in thefieldof renewableenergyCompany is very well positioned to take advantage of ever increasing demand for therenewable energy resources. In view of this developmentyour Directors are hopeful toachieve better results in the coming years.
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and managementdiscussion and analysis are attached which form part of thisreport.
The turnover of the Company for the year under review isRs.1418.69LakhsasagainstRs.1771.75Lakhs in the previous year.Your Directors are hopeful to improve&increasethe growth rate in turnover and profitability in current year.
Net Profit before tax for the year under review isRs.217.08 LakhsasagainstRs.103.79Lakhsin the previous year. Net Profit after tax is atRs.255.03LakhsasagainstRs.119.44Lakhsin the previous year.
The Indian renewable energy sector has shown impressive growth in the past few yearsand investments into the sector have increased significantly.The Indian power sector hasimmense opportunities in power generation distribution transmission and equipment.
Wind Energy is where India competes globally in manufacturing and deployment in thepresent scenario. Wind has emerged as the most promising renewable energy source inIndia.Our Policy framework in wind energy generation is extremely investor-friendly and anattractive tariff and regulatory regime provide a strong foundation for the growth of thesector.
Today it is well known fact that the people of Gujarat are the happiest whenit comesto electricity. Anyone visiting Gujarat appreciates the stark difference in the quality ofthe electricity supply between Gujarat and rest of the country.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controlswith reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation wasobserved.
DIRECTORS AND KEY MANAGERIALPERSONNEL
During the year under reviewMrs.NishaB.Shah hasresignedfrom the post ofDirectorandMrs. FalguniM.Shah hasbeen appointed asIndependent Director.The Company hasreceived declarations from all the Independent Directors of the Company confirming thatthey meet the criteria of independence as prescribedunder theCompaniesAct2013andtheListing Agreement.
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation of its own performance and of thedirectors individually aswell as the evaluation of its compliance committees. The mannerin which the evaluation has been carried out has been explained in detail in the CorporateGovernance Report which forms part of this Annual Report.
The following policies of the Company are annexed to this report:
1) Policy for selection of Directors and determining Directors independence(AnnexureI); and 2) Remuneration Policy for Directors Key Managerial Personnel and otheremployees(Annexure II).
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to be asubsidiaryjoint venture orassociate during thefinancial year 2017-18.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that: a) In the preparation of the annual accounts for the yearended March 31 2018 the applicable accounting standards have been followed along withproper explanation relating to material departures;
b) Theyhave selected such accounting policies and applied them consistently and madejudgments and estimates that arereasonable and prudent so as to give a true and fair viewof the state of affairs of the Companyas at March 31 2018and of the Profit and Loss ofthe Company for the year ended on that date;
c) Theyhave taken proper and sufficient care for the maintenanceof adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) Theyhave prepared the annual accounts on a going concern basis;
e) Theyhave laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and
f) Theyhave devised proper systems to ensure compliance with the provisions of allapplicablelaws and that such systems are adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Companyduring the financialyear with related parties were in the ordinary course of business and on an arm'slengthbasis.Directors draw attention of the members tonotesto the financial statement which setsout related party disclosures.
AUDITORS & AUDITORS' REPORT
Board of Directors have appointed M/s.M.H.Dalal & AssociatesCharteredAccountantsin the Annual General Meeting heldonSeptember29 2017for a period of fiveyearsto hold officetill the conclusion of the 42nd Annual General Meeting ofthe Company. They have confirmed their eligibilityandthat they are not disqualifiedforappointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Board has appointed M/s.Nidhi Shah & AssociatesPracticing Company Secretariesto conduct Secretarial Audit for thefinancial year 2017-18. The Secretarial Audit Reportfor the financial year ended March 31 2018is annexed herewithmarked as Annexure IIItothis Report. The Secretarial Audit Report does not contain any qualification reservationoradverse remark.
The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta(Chairman) Mr. Mitesh J. Kuvadia (Member) and Mrs. Falguni M. Shah (Member). All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policyinterms of the Listing Agreementcomprises ofsenior executives of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letterto the Chairman of the Audit Committee.
Meetings of the Board
Eightmeetings of the Board of Directors were held during the year.For details of themeetings of the board please refer tothe corporate governance report which forms part ofthis report.
Particulars of Loans given Investments made Guarantees givenand Securities provided
Particulars of loans given investments made guarantees given and securities providedare provided in the notes to the Financial Statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
As required under Section 134(3)(m) of the Companies Act 2013 read with rule 8 ofCompanies (Accounts) Rules 2014 details of conservation of energy technology absorptionforeign exchange earnings and outgo are as follows:
A) Conservation of energy:
Energyconservation is an area of priority and the Company has made all efforts toensure continuous monitoring and improvement in energy consumption in all its offices.
(B) Technology absorption:
Being in the business of providing clean energy the Company isconstantly looking atinnovation and technology absorption to increase production efficiency in its business.
(C) Foreign Exchange Earnings and Outgo:
During the current period there was no Foreign Exchange Earning. Also the Company hasnot incurred any expenditure towards Foreign Exchange during this period.
Extract of Annual Return
Extract of Annual Return of the Company is annexedherewithmarked as Annexure IVto thisReport.
Particulars of Employees and related disclosures
Disclosures pertainingto remuneration and other details as required under Section197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel)Rules 2014is annexedherewithmarked as Annexure Vto this Report.
No disclosure or reporting isrequiredin terms of theprovisions of Section 197(12) ofthe Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014as there are noemployees drawing remuneration in excessofthe limits set out in the said rules.
The Companyisnotrequiredto constitute Corporate Social Responsibility Committeein termsof the provisions of Section 135of the Companies Act 2013.
Materialchanges andcommitmentsaffecting financial position between the end of thefinancial year and date of the report
There has been no material changes and commitment affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
During the year under reviewCompany hasallotted2500000 equity shares of face valueof Rs. 10/-each to the Qualified Institutional Buyers at the issue price of Rs.22.50/-perequity shareincluding premium of Rs. 12.50per equity share. Company hasalsomadepreferential allotment of 1146700Equity Sharesupon conversion ofWarrants of Rs.10 each at a premium of Rs. 17 per share.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remunerationor commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there wereno casesfiled pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation receivedfrom thefinancial institutions banks governmentauthoritiesandmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
| || ||By Order of the Board of Directors |
| || ||For Veer Energy & Infrastructure Limited |
| ||Sd/- ||Sd/- |
|Place:Mumbai ||Yogesh M. Shah ||Prakash C. Shah |
|Date: 14th August 2018 ||Chairman & ManagingDirector ||ExecutiveDirector |