Inox Wind Ltd.

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Aug 23
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Volume 17152
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Aug 23
34.10 +0.45 (+ 1.34%)
Volume 128279
Prev. Close 33.65
Open Price 33.65
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ISIN No INE066P01011 Market Cap. ( in Cr. ) 756.74 P/BV 0.39 Book Value ( ) 88.54
BSE Code 539083 52 Week High/Low ( ) 107/33 FV/ML 10/1 P/E(X) 0.00
NSE Code INOXWINDEQ Book Closure 12/07/2018 EPS ( ) 0.00 Div Yield (%) 0.00

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End : 2018-03 

The Directors take pleasure in presenting to you their Ninth Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2018.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2017-18:

Sr.No.

Particulars

Consolidated

Standalone

Rs. in Lakhs

Rs. in Lakhs

2017-18

2016-17

2017-18

2016-17

I

Revenue from Operations

47,984

3,41,500

21,243

2,86,322

II

Other income

2,565

8,410

3,441

12,047

III

Total Revenue Income (I II)

50,549

3,49,910

24,684

2,98,369

IV

Total Expenses

78,595

3,07,229

48,647

2,63,576

V

Share of Profit/(Loss) of associates

(2)

-

-

-

VI

Profit/(Loss) before tax (III - IV V)

(28,048)

42,681

(23,963)

34,793

VII

Total Tax expense

(9,286)

12,351

(8,246)

9,161

VIII

Profit/(Loss) for the year (VI - VII)

(18,762)

30,330

(15,717)

25,632

IX

Other comprehensive income

231

(53)

178

(54)

X

Total other comprehensive income (VIII IX)

(18,531)

30,277

(15,539)

25,578

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable and on the basis of audited financial statements of the Company, its subsidiary companies and associates, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Independent Auditor’s Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2017-18 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. DIVIDEND

With a view to finance the Company’s ongoing projects and considering future plans, no dividend has been recommended by the Board of Directors for the year ended 31st March, 2018.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy’ and details of the same have been uploaded on the Company’s website; www.inoxwind.com.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

5. MINIMUM PUBLIC SHAREHOLDING

The Company has complied with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules,1957 read with Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the manner as specified by the Board as Gujarat Fluorochemicals Limited, the Promoter of the Company and other Promoter Group entities, had made an Offer for Sale (“OFS”) through stock exchange mechanism and disinvested 2,35,61,331 equity shares of face value of Rs.10/- each representing 10.62% of the total paid up equity share capital of the Company. Accordingly, post OFS, the Promoter and Promoter Group’s Shareholding in the Company reduced from 85.62% to 75% of the total equity share capital of the Company with effect from 22nd March, 2018.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors recommend appointment/ re-appointment of following Directors:

Appointment of Shri Deepak Asher (DIN: 00035371) who retires by rotation and being eligible, offers himself for reappointment.

Re-appointment of Shri Rajeev Gupta (DIN: 01773304) as Whole-time Director of the Company for a period commencing from 1st April, 2018 to 18th May, 2018, as he resigned from the Directorship of the Company, due to health issues, with effect from 18th May, 2018.

Appointment of Shri Kailash Lal Tarachandani, Chief Executive Officer (CEO) (DIN: 06388564) as Whole-time Director & CEO of the Company for a period of one year with effect from 19th May, 2018.

Re-appointment of Shri Shanti Prashad Jain (DIN: 00023379) and Shri V. Sankaranarayanan (DIN: 01184654), Independent Directors of the Company for a second term of five years, both with effect from 1st April, 2019.

Necessary Resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to regulation 36(3) of the Listing Regulations are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

7. NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure A. The Policy of Nomination and Remuneration Committee as approved by the Board may be accessed on the Company’s website at the link: http://www.inoxwind.com/wp-content/uploads/2014/11/Nomination Remuneration Policy IWL.pdf

8. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.

10. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and Individual Directors for the Financial Year 2017-18. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 2nd February, 2018 had noted that Annual

Performance of each of the Directors is highly satisfactory and recommended to the Board to continue the terms of appointment of all the Independent Directors of the Company and the Board of Directors of the Company at its Meeting held on 2nd February, 2018 noted that the performance of Board, Committees of the Board and Individual Directors and Chairperson (including Chairperson, CEO and Independent Directors) is evaluated as highly satisfactory by this evaluation process.

11. MEETINGS OF THE BOARD

During the year under review, the Board met Five times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

12. DIRECTOR’S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed and there are no departures from the same;

ii. 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 loss of the Company for that period;

iii. 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;

iv. the Directors had prepared the Annual Accounts on a going concern basis;

v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and

vi. 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.

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the Recipient are provided in the Standalone Financial Statements of the Company. Please refer to Note Nos. 7, 37 and 46 to the Standalone Financial Statements of the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link:http://www.inoxwind.com/wp-content/ uploads/2014/11/Policy-on-Materiality-of-Related-Party-Transactions-IWI.pdf

All transactions entered with Related Parties for the year under review were on arm’s length basis. Hence, disclosure in Form AOC-2 is not required to be annexed to this Report

15. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

16. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

A separate statement containing the salient features of financial statements of all subsidiaries of the Company forms a part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are available for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM’). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.inoxwind.com. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company

The Report on the performance and financial position of each of the Subsidiaries of the Company is annexed to this report in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure B.

17. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business and is operating satisfactorily. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.

18. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditor’s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

19. INDEPENDENT AUDITORS

The Members at their 6th Annual General Meeting (AGM) held on 19th September, 2015 had appointed M/s. Patankar 6 Associates, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 6th AGM until conclusion of 11th AGM. However, they have expressed their inability to continue as Independent Auditors of the Company from the conclusion of the ensuing 9th AGM due to time constraints caused by their other commitments and engagements. The Board, based on recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. Dewan P.N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N) as Independent Auditors of the Company to hold office from 9th AGM till the conclusion of 14th AGM.

Accordingly, a resolution seeking Members’ approval for the appointment of M/s. Dewan P.N. Chopra & Co. as the Independent Auditors of the Company is included in the Notice convening the 9th AGM.

The Independent Auditors, M/s. Dewan P.N. Chopra & Co, Chartered Accountants have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act, 2013.

20. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Company has re-appointed M/s. Jain Sharma and Associates, Cost Auditors (Firm Registration No. 000270) to audit the cost records maintained by the Company for Financial Year 2017-18 on a remuneration of Rupees 1,87,000 (Rupees One Lakh and Eighty Seven Thousand Only). As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s Jain Sharma and Associates, Cost Auditors was included in the Notice convening the Eigth Annual General Meeting.

Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 2016-17 is as follows.

Financial Year :

2016-17

Due Date of Filing Cost Audit Report:

30th September, 2017

Date of Filing Cost Audit Report:

15th September, 2017

21. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. J.K. Gupta & Associates, Company Secretaries, Delhi (Firm’s Registration No. S1996DE017300) to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report given by M/s. J.K. Gupta & Associates in Form MR-3 which has no qualifications is annexed to this report as Annexure C.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) and 34 (3) of the Listing Regulations read with Para B of Schedule V is presented in a separate section forming part of this Annual Report.

23. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 (3) read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Regulation 17 (8) of Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

24. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the extract of Annual Return as provided in Form MGT -9 is annexed to this report as Annexure D.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as Annexure E.

26. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees’ particulars as required under Rules 5 (2) and 5(3) of the Companies (Appointment of Managerial Personnel and Remuneration) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Devansh Jain, Non Independent Director, Shri Kailash Lal Tarachandani, Non Independent Director and Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.inoxwind.com/wp-content/uploads/2014/11/CSR-Policy-Inox-Wind-limited.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.

28. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and certification of OHSAS 18001:2007 (Occupational Health and Safety Management System) for its Una and Rohika Units. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

29. INSURANCE

The Company’s property and assets have been adequately insured.

30. RISK MANAGEMENT

The Board of Directors of the Company at its Meeting held on 4th November, 2017 approved the Enterprise Risk Management (ERM) Framework of the Company which is derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 (Draft) framework established by committee of sponsoring organizations. Accordingly, Enterprise Risk Management is “The culture, capabilities, and practices, integrated with strategy-setting and its execution, that organizations rely on to manage risk in creating, preserving, and realizing value”. The Company has, therefore, adopted Residual risk approach and the Board of Directors at its Meeting held on 18th May, 2018 approved Enterprise Risk Register, Risk Reporting and its Monitoring system. In the Board’s view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

31. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention, Prohibition and Redressal of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2017-18.

No. of Complaints Received Nil

No. of Complaints disposed off Not Applicable

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

34. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors

Devansh Jain Siddharth Jain

Place : Noida Whole-time Director Director

Date: 11th June, 2018 DIN: 01819331 DIN: 00030202