Dear Members,
Your Directors present their report together with the audited financial
statements of your Company for the year ended 31st March, 7024,
1. Financial and Operational Highlights :
Company's financial performance for the year ended March 31, 2024, is
summarized below:
| Particulars |
Standalone |
Consolidated |
|
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
| Revenue from Operations |
2195.07 |
2354.63 |
2210.00 |
2378.26 |
| Other Income |
146.81 |
44.51 |
146.78 |
44.20 |
| Profit before Depreciation, Finance |
493.71 |
384.30 |
509.22 |
377.32 |
| Costs |
|
|
|
|
| Less : Depreciation , Finance Costs |
167.72 |
191.39 |
167.82 |
191.16 |
| Profit Before Tax |
325.99 |
192.91 |
341.40 |
186.15 |
| Less: Share of Profit (Loss) of Associate |
- |
- |
(0.02) |
(14.19) |
| Share of Proft (Loss) of Non |
- |
- |
- |
- |
| controlling interest |
|
|
|
|
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
73.45 |
33.21 |
73.45 |
33.21 |
| Deferred Tax Charge (Credit) |
38.43 |
57.33 |
38.43 |
57.32 |
| Mat Credit Entitlement |
- |
(32.54) |
- |
(32.54) |
| Mat Credit Entitlement of Earlier Years |
0.99 |
21.86 |
0.99 |
21.86 |
| Share of Profit (loss) attributable to |
- |
- |
(0.17) |
- |
| non-controlling interest |
|
|
|
|
| Profit After Tax |
213.12 |
113.05 |
228.70 |
106.30 |
| Add: |
|
|
|
|
| Balance in Profit and Loss account |
784.10 |
672.50 |
779.10 |
674.05 |
| Add: Effect of common control transaction |
- |
- |
- |
- |
| Buyback of shares |
(84.94) |
- |
(84.94) |
- |
| Tax on buyback of shares |
(20.39) |
" |
(20.39) |
|
| Balance in Profit and Loss Account |
678.77 |
672.50 |
673.77 |
674.05 |
| Profit for the year |
213.12 |
113.06 |
228.70 |
106.30 |
| Other Comprehensive Income for the year |
(0.54) |
(0.82) |
(0.42) |
(0.60) |
| Gain due to changes in ownership interest in subsidiary
without loss of control |
|
|
0.04 |
|
| Total Comprehensive Income |
891.35 |
784.74 |
902.09 |
779.74 |
| Acqusition of Subsidiary |
|
|
. |
|
| Hedging Gain (Loss) transferred to Statement of Proft and
Loss |
0.22 |
(0.64) |
0.22 |
(0.64) |
| Interim Dividend Paid |
. |
_ |
_ |
- |
| Balance carried to Balance Sheet |
891.57 |
784.10 |
902.31 |
779.10 |
2. Performance Review:
Your Company's main business segments that Company operates viz. Power
Generating Sets, Electricity Generation from Wind Turbine Generators, Operation and
Maintenance of Balance of Plant for Wind Power Projects, Balance of Plant and Other
Project development activities for the development of Wind Power Projects for Customers is
summarized below:
| Particulars |
Year Ended (Rs. In Crores) |
|
As on March 31,2024 |
As on March 31,2023 |
| Gross Turnover |
|
|
| Power Generating Set Business and Service Division and
Electricity Business |
2119.43 |
2143.05 |
| Wind Projects |
65.08 |
195.81 |
| Other Operating Revenue |
10.55 |
15.77 |
| Total |
2195.06 |
2354.63 |
i. Power Generating Set Business & Service Division:
The power generating set business recorded gross revenue of Rs.1900.68
crore in 2023-24 as compared to Rs. 1934.65 Crores in 2022-23. The Company has
successfully revived the power generating set business operations after the setback during
covid.
ii. Power Generating Sets Business:
Powerica executed approximately 2080.13 MW power with Cummins diesel
engines during the year under the review, with the supply of over 8781 DG Sets. Powerica
is associated with Cummins, a leader in engine manufacturing since inception. Currently,
Powerica markets the entire range of engines manufactured by Cummins from 7.5kVA to 3750
kVA in Diesel and Gas. During the year Company has started execution of order from
Government of India Undertaking for ten 6.3 MW medium speed large generators being sourced
from Hyundai Heavy Industries.
iii. Electricity Generation and Other Streams of Revenues from Wind
Business:
a. Generation of Electricity from Installed Wind Turbine Generators
During the Financial Year 2023-2024, Company has generated 70.63 crore
units (kWh) of electricity from its 149 nos. of Wind Turbine Generators (WTGs) at its 13
wind projects. Out of 149 WTG's, 16 nos of WTGS located at Tamil Nadu were sold and
remaining 133 WTGS with the capacity of 279.55 MW located in the state of Gujarat earned a
revenue of INR 215.65 Crores by selling power to the concerned State Electricity Boards
(SEBs) and Solar Energy Corporation of India Limited.
iv. Others:
b. Balance of Plant and Project Development Activities
During the Financial Year 2023-2024, the company has successfully
completed its two projects in Gujarat related to Balance of Plant and Project Development
activities to its customers. The company has earned a revenue of Rs. 65 Crores.
c. Carbon Credit Benefit from Wind Power Projects
During the year under review, the company generated Rs.0.07 crores
carbon credits. The company has not traded these carbon credits during the year.
d. Generation Based Incentives
In 2009, the Ministry introduced a Generation Based Incentive (GBI)
Scheme for wind power projects wherein wind power projects not availing the Accelerated
Depreciation (AD) benefit are eligible for GBI incentive at the rate of Rs. 0.50 per unit
of power fed to the grid subject to the ceiling of Rs. 1 Crore per MW. Three of our wind
power projects in the State of Gujarat with a total capacity of 50MW are registered at
Indian Renewahle Fnergy Development Agency (IREDA) to claim GBI benefits. The Company has
earned a GBI benefit of Rs.3.10 Cr during the financial year 2023-2024 as compared to Rs.
5.34 Cr in previous financial year 2022-2023. Reduction in revenue is mainly due to
completion of two project out of three projects during the financial year 2023-2024.
v. Wind Power Generation Business:
Powerica's Wind Division is expanded its scale of its operation both as
Independent Power Producer (Operations of Wind Power Projects). The company has won its
50MW Wind Power Project Bid located in the state of Gujarat in Solar Energy Corporation of
India Limited (SECI):
a. New Projects as Independent Power Producer (IPP):
During the year under review, the company has started the construction
of its 50MW Wind Power Project to be located in and around Jam Khambhliya, Devbhoomi
Dwarka, Gujarat and it has also won the bid awarded by Solar Energy Corporation of India
(SECI) in Tranche-XVI. The project is expected to be commissioning in the Financial Year
2024-25.
In the above context, 50MW Wind Power Project, the company has received
the connectivity from Central Transmission Utility of India Limited (CTUIL) and it will be
connected through our existing Manza sub-station where existing infrastructure of Pooling
Sub-station and External Transmission Line will be utilised for the evacuation of the
power.
During the financial year 2023-24, the company has sold its Wind Assets
located in the state of Tamilnadu, having the total capacity of 26.4MW.
b. EPC Projects/Activities:
The company has successfully completed the construction of Balance of
Plant activities for 2 Wind Power Projects with a capacity of about 155M W in the state of
Gujarat during the financial year 2023- 2024.
Now the company has focused on the obtaining approvals and land
acquisitions for about 400 MW Wind and 125MW Wind-Solar Hybrid Project for an esteemed
Independent Power Producer and the same is at advanced stage.
c. Balance of Plant (BOP) O & M Activities ;
Powerica's Wind Division is also undertaking the activity of operation
and maintenance of Balance of Plant (BoP) and is now maintaining BoP of 88 Wind Turbine
Generators (WTGs) located in the state of Gujarat (out of which 11 WTGs in Jangi, 14 WTGs
in and around Goinj (Khambhaliya), 23 WTGs in Bhatel,19 WTGs in Gondal, Rajkot and 19 WTGs
in and around Manza (Khambhaliya) are own machines, and balance 21 WTGs belong to
Customers in and around Jam-Khambhaliya). During the year, the Company has also undertaken
the operation and maintenance of Balance of Plant activities for the period from the
commissioning to the end of the financial year for 153MW wind power project recently
commissioned, located in and around at Jam-Khmabhaliya and Gondal, for the Independent
Power Producers (IPP) customers.
During the year, the company generated an income of INR. 7.46 crores
from BOP - O&M Services for the customers.
vi. Other Operating Revenue :
The Company has earned total revenue of INR 10.55 Crores during the
financial year 2023-24 from leasing and export incentives etc., as compared to 15.77
Crores in the previous financial year.
3. Consolidated Financial Statement:
In accordance with the Companies Act, 2013 ("the Act") and
Accounting Standard (AS) - 21 and Ind AS-110 on Consolidated Financial Statements, the
consolidated financial statements is provided in the Annual Report.
4. Position of the subsidiaries and associate companies:
(a) Subsidiaries Companies:
• Vartaman Wind Energy Private Limited (Wholly owned subsidiary)
• Parmount Windfarms Private Limited (Wholly owned subsidiary)
• Powerica Renewable Infra Private Limietd (Formerly known as
Airstream Windfarms Private Limited) (Subsidiary)
• Powerica Power Systems FZE (Wholly owned subsidiary)
(b) Associate Company:
• Airpower Windfarms Private Limited (upto September 01, 2023)
Changes in the investment during the year made by the Company in the
equity share capital of Subsidiary Companies and Associate Company is given below:
|
Paid up Capital in Rs. (Equity
Shares having face Value of Rs. 10/- each |
| Name of the Company |
As on 01.04.2023 |
Change during the year |
As on 31.03.2024 |
| Paramount Windfarms Private Limited |
1,30,00,000 |
12,00,000 |
1,42,00,000 |
| Powerica Renewables Infra Private Limited * |
10,00,000 |
(3,50,000) |
6,50,000 |
| Airpower Windfarms Private Limited** |
27,50,00,000 |
(27,50,00,000) |
Nil |
*35,000 equity shares were sold and transferred on January 25, 2024.
**During the year, the company has sold its entire shareholding held in
Airpower Windfarms Private Limited to Torrent Green Power Private Limited and It ceases to
be an associate company of Powerica Limited w.e.f. September 01, 2023.
The financial performance of each of the subsidiary is included in the
consolidated financial statements of your Company set out in the Annexure 1 to this
Report.
5. Amount to be carried to the Reserves:
The Board of Directors has agreed to retain the entire amount of profit
for the FY 2023-2024 in the statement of profit and loss. Accordingly, no amount has been
transferred to reserves.
6. Dividend:
The Board of Directors of your company, after considering the relevant
circumstances hollistically, has decided that it would be prudent, not to recommend any
dividend on equity shares for the year under review.
Dividend on Preference Shares:
The Board has issued 0.001% non-cumulative, non-convertible, redeemable
preference to the equity shareholders of Powerica Sales and Services Private Limited,
Empower Gensets Private Limited and Everest Industrial Gases Private Limited as per the
scheme of Amalgamantion and Merger approved by the NCLT, Mumbai Bench.
As per the terms of the preference shares, the Board has noted the
payment of dividend at the rate of 0.001% on face value of Rs. 10/- each on preference
shares for the financial year 2023-24.
7. Deposits:
The Company has not accepted or renewed any public deposits during the
period under review. It has not accepted any deposits from the public within the meaning
of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder.
Therefore, it is not required to furnish information in respect of outstanding deposits
under non banking, non - financial Companies (Reserve Bank) Directions, 1966 and Companies
(Accounts) Rules, 2014. During the year, the Company has not taken any loan from the
Directors or their relatives.
8. Number of Board meetings:
During the year, 5 (Five) Board meetings were held. The maximum time
gap between any two consecutive meetings did not exceed one hundred and twenty days. The
details of Board meetings are given below:
| Date |
Total Board Strength as on meeting date |
Attendance |
|
|
No. of Directors Present |
% of attendance |
| 18th May, 2023 |
7 |
7 |
100 |
| 29th August, 2023 |
7 |
7 |
100 |
| 18th September, 2023 |
7 |
7 |
100 |
| 22nd December, 2023 |
7 |
7 |
100 |
| 06th March,2024 |
7 |
6 |
86 |
Attendance of Directors at Board meetings and last Annual General
Meeting (AGM):
| Name of the Director |
AGM held on Septembe r 27, 2023 |
Board Meeting |
Board Meetings Held during the tenure |
Board Meetings Attended |
% of attendance |
|
|
1 |
2 |
3 |
4 |
5 |
|
|
|
| Naresh C. Oberoi |
9 |
9 |
$ |
$ |
9 |
$ |
5 |
5 |
100% |
| Bharat Oberoi |
$ |
9 |
$ |
9 |
9 |
9 |
5 |
5 |
100% |
| Renu Oberoi |
9 |
9 |
$ |
9 |
9 |
- |
5 |
4 |
80% |
| Pradeep Gupta |
A |
$ |
$ |
9 |
9 |
9 |
5 |
5 |
100% |
| Shailesh Vaidya |
A |
$ |
$ |
9 |
9 |
9 |
5 |
5 |
100% |
| Maheswar Sahu |
A |
$ |
9 |
$ |
9 |
9 |
5 |
5 |
100% |
| Udaya Jena |
A |
N="RIGHT">9 |
$ |
$ |
$ |
9 |
5 |
5 |
100% |
*9 - Director Present A-Absent L-Leave of Absence
* 1. 18.05.2023, 2. 29.08.2023, 3. 18.09.2023, 4. 22.12.2023 5.
06.03.2024
9. Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Naresh
C. Oberoi, Chairman and Managing Director is liable to retire by
rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.
During the year under review, following changes have taken place in
Composition of Board of
Directors:
¦ Mr. Shailesh Shankarlal Vaidya (DIN:00002273) was appointed as
an Independent Director with effect from May 24, 2018 for a period of five years which was
completed on May 23, 2023. He was reappointed as an Independent Director for 1 (one) year
with the effect from May 24, 2023.
• Mr. Maheswar Sahu (DIN:00034051) was appointed as an Independent
Director with effect from May 24, 2018 for a period of five years which was completed on
May 23,2023. He was reappointed as an Independent Director for further period of 5 years
with the effect from May 24, 2023.
• Board of Directors at their meeting held on March 06, 2024
re-appointed Mr. Naresh C. Oberoi, Chairman & Managing Director, Mr.Bharat Oberoi, Jt.
Managing Director, Ms. Renu Oberoi, Wholetime Director and Mr. Pradeep Gupta, Whole-time
Director for period of 3 years w.e.f. April 01, 2024 which was approved by the members at
their meeting held on March 27, 2024.
time Director and Mr. Pradeep Gupta, Whole-time Director for period of
3 years w.e.f. April 01, 2024 which was approved by the members at their meeting held on
March 27, 2024.
Following changes were occurred from the end of the financial year upto
date of this report:
• The term of Mr. Shailesh Shankarlal Vaidya (DIN:00002273) who
was reappointed for 1 (one) year with the effect from May 24, 2023 has been completed on
May 23, 2024 and he has vacated the office.
• Mr. Sunil Lobo (DIN: 06477020) was appointed as an Additional
Director (Independent) at the Board meeting held on June 27,2024. Mr. Sunil Lobo is to be
appointed as Director (Independent) of the Company at the ensuing Annual General Meeting
of the Company.
As on date of Report, Company has four Executive Directors and two
Independent Directors and one Additional Director (Independent).
10. Declaration from independent directors:
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet
the criteria of their Independence as laid down in Section 149(6) of the act. In the
opinion of the Board, Independent Directors of the Company possesse requisite expertise,
integrity and experience (including proficiency).
11. Evaluation of Board. Committees and Directors:
Pursuant to the provision of the Act, the Board has carried out
performance evaluation of its own, the Board Committees and of the Independent Directors.
Independent Directors of the Company met separately on March 06,2024 to evaluate the
performance of Non-Independent Directors, Board as a whole and Chairman of the Board.
12. Committees of the Board :
Currently, the Board has four (4) statuory Committees i.e. Audit
Committee, Nomination and Remunation Committee, Corporate Social Responsibility Committee
and Management and Operational Committee. Further, the Board of Directors has constituted
Internal Complaints Committee.
All the recommendation made by the said Committees during the year were
accepted by the Board of Directors of the Company.
(i) Audit Committee:
The Audit Committee of Board of Directors of the Company is constituted
as per below with the effect from March 6, 2024 in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Rules made thereunder.
During the Financial Year 2023-2024, Audit Committee comprised of the
following members:
1) Mr. Udaya Jena (DIN 09613584) - Chairman
2) Mr.Shailesh Vaidya (DIN 00002273) - Member
3) Mr. Maheswar Sahu (DIN 00034051) - Member (w.e.f. March 06, 2024)
4) Mr. Naresh Oberoi (DIN 00009000) - Member
The Audit Committee met four times during the year under review.
Committee Meetings were held on May 18, 2023, August 29, 2023, December 22, 2023 and March
06, 2024 and were attended by requisite quorum.
The Audit Committee charter containing terms of reference, functions
and powers of the Committee is annexed to this report as Annexure 2.
(ii) Nomination & remuneration committee:
The Nomination & Remuneration Committee of Board of Directors of
the Company is constituted in accordance with the provisions of Section 178 of Companies
Act, 2013 and Rules thereunder.
The Nomination & Remuneration Committee met once during the year
under review. The Meeting was held on March 06, 2024 was attended by requisite quorum.
During the Financial Year 2023-2024, the Nomination and Remuneration
Committee comprised of the following members:
1) Mr.Shailesh Vaidya (DIN 00002273) - Chairman
2) Mr.Maheswar Sahu (DIN 00034051) - Member
3 Mr. Udaya Jena (DIN 09613584) - Member
4) Mr. Naresh C. Oberoi (DIN 00009000) - Member
The Nomination and remuneration policy consist of appointment and
remuneration of Directors and KMP's including criteria for determining qualifications,
positive attributes, independence of a director and other matters is annexed to this
report as Annexure 3.
(iii) Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee met three times during
the year under review. Committee Meetings were held on August 29, 2023, December 22, 2023,
and March 06, 2024 and was attended by requisite quorum.
During the Financial Year 2023-2024, the Corporate Social
Responsibility Committee comprised of the following members:
1) Mr. Naresh C. Oberoi (DIN 00009000) - Chairman
2) Mr. Bharat Oberoi (DIN 0083664) - Member
3) Mr. Maheshwar Sahu (DIN 00034051) - Member
A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure 4 of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. This Policy is available on the Company's website at
https://www.powericaltd.com/companv/corporate.
(iv) Management and Operational Committee:
As on March 31, 2024 Management and Operational Committee consisted of
following:
Mr. Naresh C. Oberoi - (DIN 00009000) - Chairman
Mr. Bharat Oberoi - (DIN 0083664) - Member Ms. Renu Oberoi - (DIN
00114588) - Member
The Management & Operational Committee met Eight times during the
year which were attended by requisite quorum
(v) Internal Complaints Committee (ICC):
Internal Complaints Committee (ICC) had been constituted under the
provision of the POSH (Prevention of Sexual Harassment of Women at Workplace) to redress
the complaints received regarding sexual harassment. The Company has also formulated
Sexual Harassment Policy of prepared under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that during the year under review, there
were no complaints received by the Committee.
13. Vigil Mechanism Mechanism :
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in conformation with Section 177(9)
of the Act to report concerns about unethical behaviour. This Policy is available on the
Company's website at https://www.powericaltd.com/companv/corporate.
14. Change in the Nature of Business, if any:
During the year, there has been no change in nature of business of the
Company or its subsidiary Companies.
15. State of the company's affairs:
The Company's affairs are being managed in a manner which ensures
accountability, transparency and fairness.
16. Directors' Responsibility Statement:
In pursuance of Section 134(5) of the Companies Act, 2013, the
Directors hereby 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 the year;
(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; and
(e) 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.
17. Statement showing details of employees:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company are as Annexure- 5.
18. Loans, guarantees or investments :
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Act, are given in the notes to the Financial Statements.
19. Extract of annual return:
Extract of Annual Return Pursuant to section 134(3)(a) and section
92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 has been disclosed on our website at:
https://www.powericaltd.com/corporate/.
20. Auditors:
• Statutory Auditors:
The appointment of M/s. Kapoor & Parekh Associates, Chartered
Accountants (FRN: 104803W) who has been appointed as a Statutory Auditor of the Company
for a term of 2 (Two) financial years commencing from financial year 2022-2023 to
2023-2024. It is being proposed to reappoint M/s. Kapoor & Parekh Associates,
Chartered Accountants (FRN: 104803W) for the seond term of 5 (five) years from the
conclusion of upcoming Annual General Meeting as per consent provided.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse remark or disclaimer further the
Statutory Auditor has not reported any fraud under section 143 (12) of the Companies Act,
2013.
• Secretarial auditor:
Board of directors at their Board meeting held on August 29, 2023
appointed M/s. Mehta & Mehta, Practicing Company Secretary as a Secretarial Auditor
for te year ended 2023-24.
Secretarial Audit Report as provided by M/s. Mehta & Mehta,
Practicing Company Secretary is annexed to this Report as Annexure 6.
There are no Qualifications in Secretarial Audit report issued by
Company Secretary in Practice in secretarial audit report.
• Cost auditor:
Pursuant to Section 148 of the Companies Act, 2013 read with Companies
(Cost records and Audit) Rules, 2014, the Cost Audit record maintained by the Company, in
resepct of manufacturing activities
are required to be Audited.
The Cost Audit Report for the FY 2023-2024 submitted by M/s. V. J.
Talathi & Co., Cost Auditors is annexed to this Report as Annexure 7.
Your directors have, on the recommendation of the Audit Committee,
appointed M/s. V.J. Talathi & Co., Cost and Management Accountant to audit the cost
accounts of the Company on remuneration of Rs. 3,30,000/- (Plus Goods and Service Tax and
reimbursement of out of pocket expense) for the
FY 2023-2024.
As required under Companies Act, 2013, the remuneration payable to the
Cost Auditors:
1. For 2023-2024, has been approved by the Board at its Board Meeting
held on, the 29th August, 2023 subject to ratification by the members in the
general meeting. Further, the remuneration was ratified by the members in the Annual
General Meeting held on 29th September, 2023.
2. For 2024-2025, the Board has approved the remuneration of cost
auditors at its meeting held on 27th June, 2024 subject to ratification by the
members in the general meeting. Accordingly, the same is being placed before the members
in ensuing Annual General Meeting for ratification.
Futher, maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company and accordingly such accounts and records are made and maintained.
• Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
Company has appointed M/s. Santosh A. Kulkarni & Associates as an Internal Auditor of
the Company for the financial year 2023-
2024.
21. Conservation of energy, technology absorption and foreign exchange
outgo:
Since the Company is involved in the business of manufacturing /
assembly of generating sets, which are energy saving devices, it does not have much scope
of conservation of energy, technology absorption. The Company installs latest available
technology wind turbines manufactured by reputed OEMs in its wind power projects.
The information of Foreign Exchange Earning and Outgo is annexed as
Annexure 8.
22. Details of adequacy of internal financial controls
According to Section 134(5)(e) of the Companies Act, 2013, the term
Internal Financial Control (IFC) means the policies and procedures adopted by the company
for ensuring the orderly and efficient
conduct of its business, including adherence to 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 information. The Company has a well placed, proper and adequate
Internal Financial Control Manual which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and reported correctly.
During the year, such controls were tested and no reportable material
weakness in the operation was observed.
23. Secretarial Standards:
The Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Companies Secretaries of India.
24. Risk Management Policy:
Risk Management Policy was approved by Board of Directors at their
meeting held on August 19, 2013 and there is no changes made further.
25. External Commercial Borrowing:
During the year under the review, your Company has not availed any
External Commercial Borrowings (ECB).
As on March 31, 2024 the there is no outstanding's for External
Commercial Borrowings.
26. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in ordinary course of business.
There are no material significant related party transactions made by the Company which may
have a potential conflict with the Interest of the Company at large and thus disclosure in
Form AOC-2 is not required.
27. Human Resources:
As on 31 March 2024, the Company has 797 employees on its roll,
including the 4 Executive Directors.
28. Material changes & commitments affecting
financial position between the date—of
financial statements and the board report:
There have been no material changes & commitments affecting
financial position between the date of financial statements and the board report.
29. Significant and material orders passed by the Regulators, if any;
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operation in
future.
30. Shares in the suspense account
The Board has issued 0.001% non-cumulative, non-convertible, redeemable
preference to the equity shareholders of Powerica Sales and Services Private Limited,
Empower Gensets Private Limited and Everest Industrial Gases Private Limited in the
process of merger as per the scheme and merger approved by the NCLT, Mumbai Bench.
Preference Shares of Shareholders who have not subscribed to such shares have been
transferred to Unclaimed Securities Suspense Account. Details of preference shares in the
Unclaimed Securities Suspense Account are as follows:
| Particulars |
Number of shareholders |
Number of equity shares |
| Aggregate number of shareholders and the outstanding shares
in the suspense account lying as on May 18, 2023 (date of allotment of preference shares) |
2 |
10,000 |
| Shareholders who approached the Company for transfer of
shares from suspense account during the year |
0 |
0 |
| Shareholders to whom shares were transferred from the
suspense account during the year |
0 |
0 |
| Shareholders whose shares are transferred to the demat
account of the IEPF Authority as per Section 124 of the Act |
0 |
0 |
| Aggregate number of shareholders and the outstanding shares
in the suspense account lying as on March 31,2024 |
2 |
10,000 |
31. Changes in Share Capital:
The changes in the share capital structure of your Company during the
year under review are detailed as under:
• Buyback of Shares :
During the year under review, the Company bought back 62,00,000 fully
paid-up equity shares of face value of ^ 5 each at a price of ^ 142 each for an aggregate
consideration of ^ 89,04,00,000/- ('buyback size'), excluding transaction costs,
applicable taxes and other incidental and related expenses, in accordance with the
approval of Board of Directors of the Company accorded by way of a Board Resolution passed
on 18th September, 2023 .
The buyback size represented 9.83% of paid - up equity share capital
and free reserves as per the audited standalone financial statements as on March 31, 2023.
The Company adopted the tender offer for the purpose of buyback. The
tendering period for buyback of equity shares commenced on 27th September, 2023 and closed
on 11th October, 2023. Postcompletion of extinguishment of 62,00,000 equity shares bought
back, necessary intimation(s) were filed with Ministry of Corporate Affairs.
Consequently, the issued, subscribed and paid-up share capital of the
Company was at Rs. 13,60,31,750 comprising of 2,72,06,350 equity shares of face value of *
5 each as on 31 March 2024, as against Rs.16,70,31,750 comprising of 3,34,06,350 equity
shares of face value of * 5/- each as on 31 March 2023. The Company has only one class of
equity shares.
• Issue of 0.001% Non-Convertible, Non-Cumulative. Redeemable
Preference Shares of Rs. 10/- each:
Your Company has issued 99,27,834 0.001% Non-Convertible,
Non-Cumulative, Redeemable Preference Shares of Rs. 10/- each to the equity shareholders
of Powerica Sales and Services Private Limited, Everest Industrial Gases Private Limited
and Empower Gensets Private Limited pursuant to the Composite Scheme of Amalgamation and
Arrangement approved by the NCLT, Mumbai Bench on 28th April, 2023 and the same was noted
by the Board at its Board Meeting held on 18th May, 2023.
Except as stated above, there were no other changes in the share
capital of the Company during the year
32. Application Under Insolvency and Bankruptcy Code, 2016:
During the year under review, there was no application made or
proceeding pending by or against the Company under the Insolvency and Bankruptcy Code,
2016.
33. Valuation Under Rule 8(5)(Xii) Of Companies (Accounts) Rules, 2014:
There was no such action initiated during the year under review under
the above rule.
34. Acknowledgements:
The directors thank the Company's employees, customers, vendors,
investors, Bankers and academic institutions for their continuous support.
The directors also thank the government of various countries,
Government of India, the governments of various states in India and concerned government
departments/ agencies for their co-operation.
The Board also commends the employees for performing their duties and
responsibilities conscientiously and with unstinted support.
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