DIRECTORS' REPORT Dear Shareholders, We take pleasure in presenting the 4th Annual Report together with Audited Financial Statement for the year ended 31st March, 2015. STATE OF COMPANY'S AFFAIRS The year under review is the third year of commercial operations of your company. The total revenue has shown a steady increase from Rs. 1320.15 lacs in the first year of it's commercial production i.e. year ended 31st March 2013 to Rs. 2689.74 in the year ended 31st March 2015. Showing an increase of 103.74% Power Generation The challenges like wind fluctuations, theft and maintenance issues continued from the previous year and performance of the Power Generation Vertical remained static. The turnover of the vertical for the year 2014-2015 at Rs. 910.01 lacs was same as that of the previous year at Rs. 910. 28 lacs. Meters and Others As regards the Meter Division and others, the same showed a marked increasing trend. The sale of meters during the three years of start of commercial production increased three fold. Similarly, the total revenue from the meter and other verticals increased from X136.77 lacs to X 1048.94 lacs showing an increase of 666.94 °% over the last three years. In order to ensure higher quality and increased profitability, the company has embarked upon backward integration programme by setting up different verticals for manufacture of plastic components and electronic components required in the manufacture of meters and other devices. It is also in the process of setting up manufacture of other components required in the manufacture of meters which would not only increase the profitability but also reduce the dependence on others for the timely supply of quality components. The company has been able to create a niche for itself in the market for the meters and is expected to maintain the rate of increase this year also. Energy Audit During a short span of three years, the company has made a mark for itself in the field of energy audit. With the thrust of the Government mandating energy audits in some industries and coupled with the experience of undertaking energy audit assignments ranging from Steel, Hospitality, Automotive, FMCG, Textile sectors, the contribution of this vertical towards the revenues and profits is bound to be significant in the future. Solar Plants The company has ventured into the setting up of solar plants and has during the year successfully set up various solar plants. With the successful setting up these solar plants, the company has generated a large inquiry bank which should result in increased activity in the solar division of the company in the coming years. Other products The Company has identified a number of new products, which are slated to be launched in the coming months. This addition will strengthen the Company's standing and operational success in the future. All these products belong to the new generation of technical solutions and it is assumed that they will take the Company to a leading position in the Indian and Global markets. CORPORATE GOVERNANCE REPORT The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is appended as Annexure 1. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE As required by clause 49 of the Listing Agreement, the auditors certificate on corporate governance is appended as annexure 2 to this Board's Report. SHARE CAPITAL OF THE COMPANY The Authorised share capital of the company as on 31.03.2015 is Rs. 12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each. The issued, subscribed and paid up Share Capital of the company as on 31St March, 2015 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of Rs. 5/- each. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment Mrs. Nisha Ahuja (DIN: 00001875) The Board of Directors of the company in their meeting held on 07th November, 2014 appointed Mrs. Nisha Ahuja as Additional (Independent) Director under section 161 and 149 of the Companies Act, 2013. Mrs. Nisha Ahuja aged about 60 years has been actively involved in the capital market for over 30 years. She is a Financial Consultant with over 30 years experience in the Financial Sector and having varied experience in the share, commodity and currency trading, NBFC operations, Mutual Funds and General Insurance. Dr. Priya Somaiya (DIN:07173195) The Board of Directors of the company in their meeting held on 05th May, 2015 appointed Dr. Priya Somaiya as Additional (Independent) Director under section 161 and 149 of the Companies Act, 2013. Cessation Mr. Govindaraju Bhaskara Rao (DIN: 00493992) Additional Director of the company had not offered himself for re- appointment at the 3rd Annual General Meeting of the company. Accordingly, w.e.f 30.09.2014 he ceased to be associated with the company. Mrs. Nisha Ahuja (DIN: 00001875) who was appointed as Additional Director of the Company at the Board Meeting held on 07.11.2014 has resigned from the directorship w.e.f. 01.05.2015. Re-appointment Mr. Vikram Ranade is liable to retire by rotation at the forthcoming annual AGM, being eligible has offered himself for re- appointment. Mr. P.K. Ranade, Chairman & Managing Director, Mr. Vikram Ranade and Mr. Prashant Ranade, Executive Directors of the company were appointed as such designation for a period of three years starting from 12th May, 2012. The Nomination and Remuneration Committee recommended their re-appointment to the Board. The Board of Directors of the Company in their meeting held on 05.05.2015 has subject to the approval of shareholders, re-appointed Mr. P.K. Ranade as Chairman & Managing Director, Mr. Vikram Ranade as Executive Director and Mr. Prashant Ranade as Executive Directors for a period of three year w.e.f. 12th May, 2015. Statement on declaration given by Independent Directors The Company has received declarations from the Independent Directors of the Company as required pursuant to section 149(7) of the Companies Act, 2013, stating that he/she meets the criteria of Independence as provided in sub-section (6) of section 149. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION The Nomination and Remuneration Committee of the company formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of Nomination and Remuneration Committee, is appended as Annexure 3. We hereby affirm that the remuneration provided to all the directors, key managerial personnel and other employees of the Company are in accordance with the remuneration policy of the Company. EVALUATION OF THE BOARD PERFORMANCE In compliance with the Companies Act, 2013, the performance evaluation of the Board as a whole and its committees and individual directors were carried out at the meeting of Board held on 05.05.2015. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and the framework adopted by the Board. The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest. etc. Performance evaluation of the Board as a whole was done by all the directors by considering the following: 1. The Board diversity 2. The qualification and experience of each director. 3. The decisions taken by the Board. 4. Flow of information between the Board and Management. Performance evaluation of individual director was done by all the directors present except the director being evaluated. PARTICULARS OF EMPLOYEES The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment & Remuneration of managerial personnel) Rules, 2014 is appended as annexure 4. Your Company has not paid any remuneration in terms of Sub rule (2) & (3) of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 DIRECTORS RESPONSIBILITY STATEMENT The Audited Accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and applicable Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company's financial conditions and results of operations. Your Directors confirm that (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. INTERNAL FINANCIAL CONTROL The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. EXTRACT OF ANNUAL REPORT The Details forming part of extract of the annual report is appended as Annexure 5. NO. OF BOARD MEETINGS The Board of Directors met 4 (four) times during the financial year 2014-15. The details of which are provided in the corporate governance report. COMPOSITION OF AUDIT COMMITTEE The Board has an audit committee comprising Mr. R.C. Bansal as the Chairman and Mr. A.K. Ghosh and Mr. Vikram Ranade as the members. More details on the committee are given in the Corporate Governance Report. VIGIL MECHANISM The company has formed a vigil (whistle blower) mechanism to provide a channel to employees and directors to report to the management concerns about unethical behavior, actual or suspected frauds or violation of code of conduct or legal or regulatory requirement or incorrect or misrepresentation of any financial statement or report. More details about the policy are given in Corporate Governance report. REMUNERATION POLICY The Nomination and Remuneration Committee of the company recommended to the Board a policy for determining remuneration of directors, key managerial personnel and other employees. The said policy was approved by the Board. More details about the policy is given in Corporate Governance Report. The policy is appended as Annexure 3. PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186 Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 from part of the notes to accounts of the standalone financial statement. SIGNIFICANT CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION There is no significant changes taken place after the balance sheet date which affect the financial position of the Company. RISK MANAGEMENT The Board of Directors of the Company in their meeting held on 07.11.2015 developed and implemented a Risk Management Policy for assessment and minimization of risk and constituted a Risk Management Committee for implementation of risk management plan. The Board defined the roles and responsibilities of the Risk Management Committee and delegated monitoring and reviewing of the risk management plan to the Committee CHANGES IN THE NATURE OF BUSINESS No change in the nature of business during the year under review. SUBSIDIARY During the year under review, M/s. R.S. Infosystems Private Limited (CIN: U70200DL2005PTC137495) ceased to be subsidiary of the company w.e.f. 13.05.2014. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT A report on the performance and financial position of each of the subsidiaries, associate and joint ventures companies, as per the Companies Act, 2013 is provided as Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. CONTRACTS OR ARRANGEMENT WITH RELATED PARTY The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC.2 is appended as Annexure 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE Information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to section 134(3)(m) of the companies Act, 2013 is appended as annexure 7. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. AUDITORS STATUTORY AUDITOR At the Annual General Meeting held on September 30, 2014, M/s. S.S. Kothari Mehta & Co., Chartered Accountants, were appointed as statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2016. In term of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the auditors to the effect that if they are re-appointed, the appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR In terms of Section 205 of the Companies Act, 2013 and rules made there under M/s. Navneet K Arora & Co., Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Board has appointed M/s. Navneet K Arora & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-16. SECRETARIAL AUDIT REPORT The Secretarial Audit Report for the financial year 2014-15 is appended as annexure 8. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on Behalf of the Board of Directors Pranav Kumar Ranade Chairman and Managing Director DIN-00005359 Place : Noida Date : 08th August, 2015 |