OUR MANAGEMENT
As per the Articles of Association of our Company, we are required to have not less
than 3 (Three) Directorss and not more than 15 (Fifteen) Directors on its Board, subject
to provisions of Section 149 of Companies Act, 2013. As on date of this Draft Red Herring
Prospectus, our Board consist of Six (6) Directors, out of which Three (3) are Executive
Director, Three (3) are Non-Executive Independent Director.
Sr. Name No. |
DIN |
Category |
Designation |
1. Kamleshkumar Dahyalal Patel |
02061331 |
Executive |
Managing Director |
2. Kirtikumar Kantilal Suthar |
02061296 |
Executive |
Whole Time Director |
3. Mukeshkumar Prahladbhai Trivedi |
10576988 |
Executive |
Whole Time Director |
4. Lokesh Laxmanbhai Dave |
03494303 |
Non-Executive |
Independent Director |
5. Kavita Khatri |
08271931 |
Non-Executive |
Independent Director |
6. Mehul Ganesh Rajput |
10529340 |
Non-Executive |
Independent Director |
The following table sets forth certain details regarding the members of our Company's
Board as on the date of this Draft Red Herring Prospectus:
Sr. Name, DIN, Date of Birth, Qualification, No.
Designation, Occupation, Address, Nationality and Term |
Age |
Age Other Directorship |
1. Kamleshkumar Dahyalal Patel |
50 |
Indian Private Limited Company |
Designation: Managing Director |
|
1. GRE Green Energy Private Limited |
Address: C 6, V.I.P. Nagar, Modhera Road Mahesana, 384002,
Gujarat |
|
Indian Public Limited Company |
Date of Birth: 17/10/1973 |
|
Nil |
Qualification: B.E. Electronics |
|
Indian Limited Liability Partnership |
Occupation: Business |
|
Nil |
Nationality: Indian |
|
Indian Hindu Undivided Family |
Term: 5 years w.e.f August 26, 2024 to August 25, 2029 |
|
2. Patel KamleshKumar Dahyalal HUF |
Date of First Appointment: April 24, 2008 |
|
|
Date of Appointment as Managing Director: April 18, 2016 |
|
|
DIN: 02061331 |
|
|
2. Kirtikumar Kantilal Suthar |
62 |
Indian Private Limited Company |
Designation: Whole Time Director |
|
1. GRE Green Energy Private Limited |
Address: H/128 A, Sardardham GIDC-2, Dediyasan, Mehsana-384002,
Gujarat |
|
Indian Public Limited Company |
Sr. Name, DIN, Date of Birth, Qualification, No.
Designation, Occupation, Address, Nationality and Term |
Age |
Other Directorship |
Date of Birth: 01/01/1962 Qualification: Secondary
Education (10th) |
|
Nil Indian Limited Liability Partnership Nil |
Occupation: Business |
|
Indian Hindu Undivided Family |
Nationality: Indian |
|
Nil |
Term: 5 years w.e.f. August 26, 2024 |
|
|
Date of First Appointment: April 24, 2008 |
|
|
Date of Appointment at Current Designation: August 26, 2024 |
|
|
DIN: 02061296 |
|
|
3. Mukeshkumar Prahladbhai Trivedi |
59 |
Indian Private Limited Company |
Designation: Whole Time Director |
|
1. GRE Green Energy Private Limited |
Address: 16, Aakar Homes, opp. Kuvarba School, Bhavsar Party
Plot, Mo Dhera Road, Mahesana- 384002, Gujarat. |
|
Indian Public Limited Company Nil |
Date of Birth: 10/10/1964 |
|
Indian Limited Liability Partnership |
Qualification: Bachelor of Business Administration |
|
Nil |
Occupation: Business |
|
Indian Hindu Undivided Family |
Nationality: Indian |
|
Nil |
Term: 5 years w.e.f. August 26, 2024 |
|
|
Date of First Appointment: March 31, 2024 |
|
|
Date of Appointment at Current Designation: August 26, 2024 |
|
|
DIN: 10576988 |
|
|
4. Lokesh Laxmanbhai Dave |
49 |
Indian Private Limited Company |
Designation: Independent Director |
|
Nil |
Address: A-12, Jyotikalash Society NR. Prerna Tirth Jain
Derasar, Satellite Ahmedabad-380015 Gujarat |
|
Indian Public Limited Company 1. Bhanderi Infracon Limited 2.
Supernova Engineers Limited |
Date of Birth: 09/05/1975 |
|
Indian Limited Liability Partnership |
Sr. No. Name, DIN, Date of Birth, Qualification,
Designation, Occupation, Address, Nationality and Term |
Age |
Other Directorship |
Qualification: Company Secretary, Bachelor of Laws, Bachelor of
Commerce |
|
Nil |
Occupation: Practicing Company Secretary |
|
Indian Hindu Undivided Family |
Nationality: Indian |
|
Nil |
Term: 5 Years w.e.f. May 18, 2024 to May 17, 2029 |
|
|
Date of First Appointment: May 18, 2024 |
|
|
Date of Appointment at Current Designation: May 22, 2024 |
|
|
DIN:03494303 |
|
|
5. Ms Kavita Khatri |
36 |
Indian Private Limited Company |
Designation: Independent Director |
|
Nil |
Address: 65, Joshiyon Ka Nichla Bas, Ward no. 2 Barmer - 380015
Rajasthan |
|
Indian Public Limited Company |
Date of Birth: 17/09/1987 |
|
1. Phonewale Limited |
Qualification: Company Secretary |
|
Indian Limited Liability Partnership |
Occupation: Company Secretary in Practice Nationality: Indian
Term: 5 Years w.e.f. May 18, 2024 to May 17, 2029 |
|
Nil Indian Hindu Undivided Family Nil |
Date of First Appointment: May 18, 2024 |
|
|
Date of Appointment at Current Designation: May 22, 2024 |
|
|
DIN: 08271931 |
|
|
6. Mr. Mehul Ganesh Rajput |
34 |
Indian Private Limited Company |
Designation: Independent Director Address: A-2, Aavas
Appartment, Lad Society Road, Vastrapur Ahmadabad City- 380015, Gujarat Date of Birth: 06/04/1990 |
|
1. Assorted Corpcon Private Limited 2. Suryapet Khammam Road Private
Limited 3. Mancherial Repallewada Road Private Limited |
Sr. Name, DIN, Date of Birth, Qualification, |
Age |
Other Directorship |
No. Designation, Occupation, Address, Nationality and Term |
|
|
Qualification: Company Secretary, Bachelor of Laws, Master of
Law (Business Law). |
|
|
|
|
Indian Public Limited Company |
Occupation: Employment |
|
1. Mahan Energen Limited |
Nationality: Indian |
|
2. Chhattisgarh-Wr Transmission |
Term: 5 Years w.e.f. May 18, 2024 to May 17, |
|
Limited |
| 2029 |
|
3. Sipat Transmission Limited |
Date of First Appointment - May 18, 2024 |
|
4. Raipur-Rajnandgaon-Warora |
Date of Appointment at Current Designation: May 22, 2024 |
|
Transmission Limited |
|
|
5. Hadoti Power Transmission Service |
DIN:10529340 |
|
Limited |
|
|
6. Thar Power Transmission Service Limited |
|
|
7. Barmer Power Services Limited |
|
|
Indian Limited Liability Partnership |
|
|
1. Tradechoice LLP |
|
|
2. Talentboss Advisors LLP |
|
|
3. Gujju Traders LLP |
|
|
Indian Hindu Undivided Family |
|
|
Nil |
BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY
Mr. Kamleshkumar Dahyalal Patel, aged 51 years, is Promoter and Managing Director
at GRE Renew Enertech Limited. He holds degree of Bachelor of Engineering in Electronics
from university of Pune in the year of 1995. He has over 26 years of experience. He is 1st
Generation Entrepreneur Leader having expertise in negotiation and currently heading the
solar business and overall operations of our Company including business development and
finance. His expertise covers many aspects related to new product development, sourcing
and financing.
Mr. Kirtikumar Kantilal Suthar, aged 63 years, is Promoter and an Executive
Director at GRE Renew Enertech Limited. He had education till secondary (10th).
He has experience of more than 35 years in the field of R&D, manufacturing, quality
control and delivery of services. Currently he leads the product development, setting up
of solar power plants, monitoring of internal control and operations and management
activities in the Company.
Mr. Mukeshkumar Prahladbhai Trivedi, aged 60 years, is Promoter and an Executive
Director at GRE Renew Enertech Limited. He holds degree of Bachelor of Business
Administration from Sardar Patel University in the year of 1984. He had an overall
experience of 36 years in various Industries. His expertise covers many aspects related to
marketing and public relation as a Marketing Executive. Currently he looking after the
product
sales and overall government liasioning and approvals for the Company. He is
responsible for the day-to day running of the business with a particular emphasis on sales
and business development and making sure that the business continues to grow by way of
developing new clients whilst maintaining its existing customer base.
Mr. Lokesh Laxmanbhai Dave, aged 50 years, is a Non-Executive Independent Director
at GRE Renew Enertech Limited. He is a fellow member of the Institute of Company
Secretaries of India, commerce graduate and law graduate. He has working experience of
over 26 years in the field of corporate compliances management corporate finance, fund
raising through IPO and PE, legal due diligence, legal advisory strategic issues,
corporate communication, FEMA, start-up advisory. He has extensive exposer of over 6 years
in corporate accounts and finance, 3 years with listed companies as company secretaries
and compliance officer and last 16 years as Practicing Company Secretary. He has varied
experience of management of various corporate affairs issues and providing compliances,
finance, legal due diligence, IPO management, litigation management, strategic issues,
corporate communication, risk management related consultancy services to more than 200
large, medium and small size corporates He caters his services to small, medium and large
corporate. His client list includes some of the reputed companies of Gujarat in various
sectors viz pharmaceuticals, construction, logistics, securities market, electronic
equipment manufacturers, mechanical equipment manufacturers, software developers,
packaging industries, designers, educational institutes.
Ms. Kavita Khatri, aged 37 years, is a Non-Executive Independent Director at GRE
Renew Enertech Limited. She has 14 years of professional experience as practicing Company
Secretary, and she is commerce graduate and law graduate and involved in providing
services to clients related to compliance under various Laws and giving advice in legal
matters. She is serving as a Treasure of the Ahmedabad Chapter of WIRC of ICSI and a
Member of the Internal Complaint Committee for Sexual Harassment of Women at Workplace at
the Office of Official Liquidator from Year 2018.
Mr. Mehul Ganesh Rajput, aged 35 years, is a Non-Executive Independent Director at
GRE Renew Enertech Limited. He is qualified fellow member of the Institute of Company
Secretaries of India. He had an overall Professional experience of 9 years. He also holds
degree in Bachelor of Laws, Master of Law (Business Law) from a recognized university in
Gujarat. He was the chairman of Ahmedabad Chapter of WIRC of ICSI during the year 2019.
Currently he is serving as the Chairman of Western Region of the ICSI. At present, he is
the Vice-President of Mitcon Credentia Trusteeship Services Limited, Gift city Unit. He is
involved in providing services to the clients related to compliance under various Laws and
giving advice in legal matters, appears before various quasi-judicial authorities such as
NCLT, ROC, RD and also appeared before Hon'ble High Court of Gujarat as well as Debt
Recovery Tribunal as advocate in past. He is specialized in liasoning with various
government departments besides his professional endurance, he believes in philanthropy and
provides his support as a trustee in a Non-Government Organization that provides basic
necessities to needy people.
Note:
1. None of the above-mentioned Directors are on the RBI List of willful defaulters as
on the date of this Draft Red Herring Prospectus.
2. None of the Promoters, persons forming part of our Promoter Group, our directors or
persons in control of our Company or our Company are debarred by SEBI from accessing the
capital market.
3. None of the Promoters, Directors or persons in control of our Company, have been or
are involved as a promoter, director or person in control ofany other company, which is
debarredfrom accessing the capital market under any order or directions made by SEBI or
any other regulatory authority.
Family Relationship between Directors
None of the Directors of the Company are related to each other as per Section 2(77) of
the Companies Act, 2013
Details of current and past directorship(s) in listed companies whose shares have been
/ were suspended from being traded on the stock exchanges and reasons for suspension
None of our Directors is / was a director in any listed company during the last five
years before the date of filing of this Draft Red Herring Prospectus, whose shares have
been / were suspended from being traded on the any stock exchange.
Details of current and past directorship(s) in listed companies which have been/ were
delisted from the stock exchange(s) and reasons for delisting
None of our Directors are currently or have been on the board of directors of a public
listed company whose shares have been or were delisted from any stock exchange.
Details of arrangement or understanding with major shareholders, customers, suppliers
or others, pursuant to which of the Directors were selected as a director or member of
senior management.
There are no arrangements or understandings with major shareholders, customers,
suppliers or any other entity, pursuant to which any of the Directors or Key Managerial
Personnel were selected as a director or member of the senior management.
TERMS AND CONDITIONS OF EMPLOYMENT OF THE DIRECTORS
i. Executive Directors
Name |
Kamleshkumar Dahyalal Patel |
Designation |
Managing Director |
Period |
5 Years |
Date of approval of shareholder |
August 26, 2024 |
Remuneration for F.Y. 2024-25 |
t 15.00 Lakh |
Perquisite |
As per the Rules of the Company |
Name |
Kirtikumar Kantilal Suthar |
Designation |
Whole Time Director |
Period |
5 Years |
Date of approval of shareholder |
August 26, 2024 |
Remuneration for F.Y. 2024-25 |
t 15.00 Lakh |
Perquisite |
As per the Rules of the Company |
Name |
Mukeshkumar Prahladbhai Trivedi |
Designation |
Whole Time Director |
Period |
5 years |
Date of approval of shareholder |
August 26, 2024 |
Remuneration for F.Y. 2024-25 |
t 15.00 Lakh |
Perquisite |
As per the Rules of the Company |
Note: The Remuneration includes an incentive upto 2% of the net profit of the year
would be payable to the Managing Director and Whole Time Director.
However total remuneration to the Managing Director and wholte time director shall not
exceed 5% of the net profit of the Company during that year.
ii. Non-Executive Directors
Non-Executive Directors including Independent Directors are not entitled to any
remuneration except sitting fees for attending meetings of the Board, or of any committee
of the Board. They are entitled to a sitting fee for attending the meeting of the Board
and the Committee thereof respectively. At present our
CfGRE
Company has fixed a sitting fee at the rate of Rs.10,000 per Board meeting and
Rs. 10,000 per committee meeting.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
As per the Articles of Association of our Company, a director is not required to hold
any shares in our Company to qualify him for the office of the Director of our Company.
The following table details the shareholding in our Company of our Directors in their
personal capacity, as on the date of this Draft Red Herring Prospectus:
Sr. No. Name of the Directors |
No. of Equity Shares held |
% of pre-issue paid-up Equity Share capital in our Company |
1. Kamleshkumar Dahyalal Patel |
52,50,000 |
49.90% |
2. Kirtikumar Kantilal Suthar |
25,00,000 |
23.76% |
3. Muke shkumar Prahladbhai Trivedi |
5,00,000 |
4.75% |
Total |
82,50,000 |
78.41% |
INTEREST OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable to
them (if any) for attending meetings of the Board or a committee thereof as well as to the
extent of remuneration payable to them for their services as Directors of our Company and
reimbursement of expenses as well as to the extent of commission and other remuneration,
if any, payable to them under our Articles of Association. Some of the Directors may be
deemed to be interested to the extent of consideration received/paid or any loans or
advances provided to any bodies corporate including companies and firms, and trusts, in
which they are interested as directors, members, partners or trustees.
All our directors may also be deemed to be interested to the extent of Equity Shares,
if any, already held by them or their relatives in our Company, or that may be subscribed
for and allotted to our non-promoter Directors, out of the present Issue and also to the
extent of any dividend payable to them and other distribution in respect of the said
Equity Shares.
The Directors may also be regarded as interested in the Equity Shares, if any, held or
that may be subscribed by and allocated to the companies, firms and trusts, if any, in
which they are interested as directors, members, partners, and/or trustees.
Our directors may also be regarded interested to the extent of dividend payable to them
and other distribution in respect of the Equity Shares, if any, held by them or by the
companies/firms/ventures promoted by them or that may be subscribed by or allotted to them
and the companies, firms, in which they are interested as Directors, members, partners and
promoters, pursuant to this Issue. All our directors may be deemed to be interested in the
contracts, agreements/ arrangements entered into or to be entered into by the Company with
either the Directors himself, other company in which they hold directorship or any
partnership firm in which they are partners, as declared in their respective declarations.
Interest in promotion of Our Company
Except Promoters, none of our non-promoter Directors have any interest in the promotion
of our Company. Interest in the property of Our Company
Our directors have no interest in any property acquired by our Company neither in the
preceding two years from the date of this Draft Red Herring Prospectus nor in the property
proposed to be acquired by our Company as on the date of filing of this Draft Red Herring
Prospectus. Our directors also do not have any interest in any transaction regarding the
acquisition of land, construction of buildings and supply of machinery, etc. with respect
to our Company.
Interest in the business of Our Company
Save and except as stated otherwise in Related Party Transaction in the chapter titled "Restated
Financial Statements'" beginning on page number 209 of this Draft Red Herring
Prospectus, Our Directors do not have any other interests in our Company as on the date of
this Draft Red Herring Prospectus. Our directors are not interested in the appointment of
Underwriters, Registrar and Bankers to the Issue or any such intermediaries registered
with SEBI.
Details of Service Contracts
None of our directors have entered into any service contracts with our Company except
for acting in their individual capacity as director and no benefits are granted upon their
termination from employment other than thestatutory benefits provided by our Company.
Except statutory benefits upon termination of their employment in our Company or
retirement, no officer of our Company, including the Directors and Key Managerial
personnel, are entitled to any benefits upon termination of or retirement from employment.
Bonus or Profit-Sharing Plan for the Directors
Except as per the terms and conditions mentioned for the appointment of Managing
Director and Whole Time director of the Company, incentive upto 2% of the net profit of
the year would be payable to the Managing Director and Whole Time Director. However total
remuneration to the Managing Director and wholte time director shall not exceed 5% of the
net profit of the Company during that year.
Except above, there is no bonus or profit-sharing plan for the Directors of our
Company.
Contingent and Deferred Compensation Payable to Directors
No Director has received or is entitled to any contingent or deferred compensation.
Other Indirect Interest
Except as stated in chapter titled — "Summary ofFinancial
Information" beginning on page 55 of this Draft Red Herring Prospectus, none of
our sundry debtors or beneficiaries of loans and advances are related to our directors.
Borrowing Power of the Board
The Board of Directors are vested with the power to borrow, pursuant to Section
179(3)(d) of Companies Act 2013. However, pursuant to Section 180(1)(c) Companies Act,
2013 and the rules made thereunder that any sum or sums of monies, which together with the
monies already borrowed by the Company (apart from temporary loans obtained from the
Company's bankers in the ordinary course of business), exceeds the aggregate of the
paid-up capital of the Company, free reserve & security premium, the approval of
shareholders by way of Special Resolution will be required. The company has passed a
special resolution dated August 26, 2024 for approval of borrowing limits not exceeding
Rs. 500 Crore only.
Changes in the Board for the Last Three Years
Save and except as mentioned below, there had been no change in the Directorship during
the last three (3) years:
SN Name of Director |
Designation (at the time of appointment/Change in
Designation/Cessation) |
Date of appointment/ change in designation/ cessation |
Reason |
1. Jitendra Kumar Patel |
Cessation |
March 31, 2024 |
Due to personal and unavoidable circumstances. |
2. Hasmukh Bhai Patel |
Cessation |
March 31, 2024 |
Due to personal and unavoidable circumstances. |
3. Mukeshkumar Prahladbhai Trivedi |
Appointed as Additional Executive Director |
March 31, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
4. Mehul Ganesh Rajput |
Appointed as an Additional Non-Executive Independent Director |
May 18, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
5. Kavita Khatri |
Appointed as an Additional Non-Executive Independent Director |
May 18, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
6. Lokesh Laxmanbhai Dave |
Appointed as an Additional Non-Executive Independent Director |
May 18, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
7. Mehul Ganesh Rajput |
Appointed as NonExecutive Independent Director |
May 22, 2024 |
Appointed as a director from as an additional director |
8. Kavita Khatri |
Appointed as NonExecutive Independent Director |
May 22, 2024 |
Appointed as a director from as an additional director |
9. Lokesh Laxmanbhai Dave |
Appointed as NonExecutive Independent Director |
May 22, 2024 |
Appointed as a director from as an additional director |
10. Mukeshkumar Prahladbhai Trivedi |
Appointed as Executive Director |
May 22, 2024 |
Appointed as a director from as an additional director |
11. Mukeshkumar Prahladbhai Trivedi |
Appointed as Whole Time Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
12. Kirtikumar Kantilal Suthar |
Appointed as Whole Time Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
13. Kamleshkumar Dahyalal Patel |
Appointed as Managing Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to
the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to
our company immediately upon the listing of Equity Shares on the Stock Exchanges. As on
date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms
of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, the
requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V of SEBI (LODR) Regulations, 2015 is not applicable to our Company, although we require
to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has
complied with the corporate governance requirement, particularly in relation to
appointment of independent directors, woman director on our Board, constitution of an
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee. Our Board functions either on its own or through committees constituted
thereof, to oversee specific operational areas.
The Board functions either as a full Board or through various committees constituted to
oversee specific operational areas. Our Company has constituted the following Committees
of the Board:
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
4 Corporate Social Responsibility
Details of each of these committees are as follows:
AUDIT COMMITTEE
The Audit Committee was constituted vide Board resolution dated July 3, 2024
pursuant to Section 177 of the Companies Act, 2013 and other provision. As on the date of
this Draft Red Herring Prospectus, the Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Lokesh Laxmanbhai Dave |
Chairman |
Non- Executive Independent Director |
Mr. Mehul Ganesh Rajput |
Member |
Non- Executive Independent Director |
Mr Kamleshkumar Dahyalal Patel |
Member |
Managing Director |
Our Company Secretary and Compliance officer will act as the secretary of the
Committee.
The scope of Audit Committee shall include but shall not be restricted to the
following:
1. Oversight the Company‘s financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to
the board for approval, with particular reference to:
a. Matters required being included in the Directors Responsibility Statement to be
included in the Board‘s report in terms of clause (c) of sub-section 134 of the
Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by
management.
d. Significant adjustments made in the financial statements arising out of audit
findings.
e. Compliance with listing and other legal requirements relating to financial
statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before
submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the Issue
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditors independence and performance and effectiveness of
audit process.
8. Approval of any transactions of the Company with Related Parties, including any
subsequent modification thereof.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors on any significant findings and follow up
thereon.
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same is
existing.
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background,
etc. of the candidate.
20. Carrying out any other function as it mentioned in the terms of reference of the
Audit Committee.
The Audit Committee enjoys following powers:
a) To investigate any activity within its terms of reference
b) To seek information from any employee
c) To obtain outside legal or other professional advice
d) To secure attendance of outsiders with relevant expertise if it considers necessary
e) The audit committee any invite such of the executives as it considers appropriate
(and particularly the head of the finance function) to be present at the meetings of the
committee, but on the occasions, it may also meet without the presence of any executives
of the Issuer. The finance director, head of internal audit committee.
The Audit Committee shall mandatorily review the following information:
1. Management Discussion and Analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
3. Management letters/letters of internal control weaknesses issued by the statutory
auditors;
4. Internal audit reports relating to internal control weaknesses;
5. The recommendations of the Audit Committee on any matter relating to financial
management, including the audit report, are binding on the Board. If the Board is not in
agreement with the recommendations of the committee, reasons for disagreement shall have
to be incorporated in the minutes of the Board Meeting and the same has to be communicated
to the shareholders;
The Chairman of the committee has to attend the Annual General Meetings of the Company
to provide clarifications on matters relating to the audit. The appointment, removal and
terms of remuneration of the Chief internal auditor shall be subject to review by the
Audit Committee.
The Audit Committee shall meet at-least four times in a year and not more than one
hundred and twenty days shall elapse between two meetings. The quorum shall be either two
members or one third of the members of the audit committee whichever is greater, but there
shall be minimum of two independent members present.
Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of
Directors held on July 3, 2024 pursuant to Section 178 of the Companies Act, 2013 and
other applicable provisions. As on the date of this Draft Red Herring Prospectus the
Nomination and Remuneration Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Mehul Ganesh Raiput |
Chairman |
Non- Executive Independent Director |
Mr. Lokesh Laxmanbhai Dave |
Member |
Non- Executive Independent Director |
Ms. Kavita Khatri |
Member |
Non- Executive Independent Director |
Our Company Secretary and Compliance officer will act as the secretary of the
Committee.
The role of the Nomination and Remuneration Committee includes, but not restricted to,
the following:
1. Formulation of the criteria for determining qualification, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to,
the remuneration of the directors, Key Managerial Personnel and other employees.
2. Formulation of criteria for evaluation of performance of Independent Directors and
the Board of Directors.
3. Devising a policy on diversity of Board of Directors.
4. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria, laid down, and recommend to the
Board of Directors their appointment and removal.
5. Whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.
6. Such other matters as may from time to time be required by any statutory,
contractual or other regulatory requirements to be attended to by such committee.
The Meetings of the Committee shall be held at such regular intervals as may be
required. The quorum will be either two members or one third of the members of the
Nomination and Remuneration Committee whichever is greater, including at-least one
independent director.
Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been formed by the Board of Directors, at
the meeting held on July 3, 2024, pursuant to Section 178(5) of the Companies Act, 2013
and other applicable provisions as on the date of this Draft Red Herring Prospectus the
Stakeholders Relationship Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Ms. Kavita Khatri |
Chairman |
Non- Executive Women Independent Director |
Mr. Kamleshkumar Dahyalal Patel |
Member |
Managing Director and Chairman |
Mr. Mukeshkumar Prahladbhai Trivedi |
Member |
Executive Director |
Our Company Secretary and Compliance officer will act as the secretary of the
Committee.
This Committee supervises all grievances of Shareholders and Investors and its terms of
reference include the following:
1. Allotment and listing of our shares in future;
2. Redressing of shareholders and investor complaints such as non-receipt of declared
dividend, annual report, transfer of Equity Shares and issue of
duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization,
splitting and consolidation of Equity Shares and other securities issued by our Company,
including review of cases for refusal of transfer/ transmission of shares and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries
and grievances;
6. And to do all such acts, things or deeds as may be necessary or incidental to the
exercise of the above powers.
The Stakeholders Relationship Committee is required to meet at-least once in a year.
Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee has been formed by the Board of
Directors, at the meeting held on July 3, 2024, pursuant to Section 135 of the Companies
Act, 2013 and other applicable provisions. As on the date of this Draft Red Herring
Prospectus the Corporate Social Responsibility Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Mr. Mehul Ganesh Raiput |
Chairman |
Non- Executive Independent Director |
Mr. KamleshKumar Dahyalal Patel |
Member |
Managing Director & Chairman |
Mr. Kirtikumar Kantilal Suthar |
Member |
Executive Director |
Our Company Secretary and Compliance officer will act as the secretary of the
Committee.
The Corporate Social Responsibility Committee is in compliance with Section 135 of the
Companies Act 2013.
The Company Secretary shall act as the secretary of the Corporate Social Responsibility
Committee.
The terms of reference of the Corporate Social Responsibility Committee include the
following:
1. To formulate and recommend to the Board, a CSR policy which will indicate the
activities to be undertaken by the Company in accordance with Schedule VII of the
Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities
to be undertaken by the Company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time;
5. The quorum for the CSR Committee Meeting shall be one - third of its total strength
(any fraction contained in that one- third be rounded off as one) or two members,
whichever is higher;
6. Any members of this committee may be removed or replaced any time by the board, any
member of this committee ceasing to be a director shall be ceased to be a member of this
committee;
Compliance with SME Listing Regulations
CfGRE
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will
be applicable to our Company immediately upon the listing of Equity Shares of our Company
on SME Paltfrom of BSE (BSE SME).
KEY MANAGERIAL PERSONNEL
Our Company is managed by our Board of Directors, assisted by qualified professionals,
who are permanent employees of our Company. Below are the details of the Key Managerial
Personnel of our Company:
Name |
: KAMLESHKUMAR DAHYALAL PATEL |
Designation |
: Managing Director |
Date of Appointment at current Designation |
: April 18, 2016 |
Qualification |
: Bachelor of Engineering in Electronics |
Previous Employment |
: NA |
Overall Experience |
: More than 26 years |
Remuneration paid in F.Y. (2024-25) |
: Rs. 15.00 lakhs |
Name |
: MUKESHKUMAR PRAHLADBHAI TRIVEDI |
Designation |
: Whole Time Director |
Date of Appointment at current Designation |
: August 26, 2024 |
Qualification |
: Bachelor of Business Administration |
Previous Employment |
: Sintex Industries Ltd. Gujarat Steel Tubes Ltd. |
Overall Experience |
: More than 36 years |
Remuneration paid in F.Y. (2024-25) |
: Rs. 15.00 lakhs |
Name |
: KIRTIKUMAR KANTILAL SUTHAR |
Designation |
: Whole Time Director |
Date of Appointment at current Designation |
: August 26, 2024 |
Qualification |
: Secondary Education (10th) |
Previous Employment |
: NA |
Overall Experience |
: 35 years |
Remuneration paid in F.Y. (2024-25) |
: Rs. 15.00 lakhs |
Name |
: ROHAN JAYESHBHAI DHRUVE |
Designation |
: Company Secretary & Compliance Officer |
Date of Appointment at current Designation |
: February 20, 2024 |
Qualification |
: Member of ICSI |
Previous Employment |
: India International Depository IFSC Limited |
Overall Experience |
: 5 Years |
Remuneration paid in F.Y. (2024-25) |
: Rs. 5.77 Lakh |
Name |
: ALPESHKUMAR LAXMANJI AGRAWAL |
Designation |
: Chief Financial Officer |
Date of Appointment at current Designation |
: April 01, 2025 |
Qualification |
: Chartered Accountant |
Previous Employment |
: Tarasafe International Private Limited |
Overall Experience |
: More than 15 years |
Remuneration paid in F.Y. (2024-25) |
: Nil |
Notes:
- All of our Key Managerial Personnel mentioned above are on the payrolls of our
Company as permanent employees.
- There is no agreement or understanding with major shareholders, customers, suppliers
or others pursuant to which any of the above-mentioned personnel was selected as a
director or member of senior management.
- None of our Key Managerial Personnel has entered into any service contracts with our
company and no benefits are granted upon their termination from employment other that
statutory benefits provided by our Company.
Family Relationship between Key Managerial Personnel
None of the KMP of the Company are related to each other as per section 2(77) of the
Companies Act, 2013. Bonus and/ or Profit-Sharing Plan for the Key Managerial Personnel
Except as per the terms and conditions mentioned for the appointment of Managing
Director and Whole time director of the Company, incentive upto 2% of the net profit of
the year would be payable to the Managing Director and Whole Time Director. However total
remuneration to the Managing Director and wholte time director shall not exceed 5% of the
net profit of the Company during that year.
Except as stated above, our Company does not have any bonus and / or profit-sharing
plan for the key managerial personnel.
Contingent and Deferred Compensation Payable to Key Managerial Personnel
None of our Key Managerial Personnel has received or is entitled to any contingent or
deferred compensation. Shareholding of the Key Managerial Personnel
Except as discussed below, none of our Key Managerial Personnel is holding any Equity
Shares in our Company as on the date of this Draft Red Herring Prospectus.
Sr. Name of KMP No. |
No. of Equity Shares Held |
% of pre-issue paid-up Equity Share capital in our Company |
1. Kamleshkumar Dahyalal Patel |
52,50,000 |
49.90% |
2. Kirtikumar Kantilal Suthar |
25,00,000 |
23.76 % |
3. Muke shkumar Prahladbhai Trivedi |
5,00,000 |
4.75% |
Interest of Key Managerial Personnel
None of our key managerial personnel have any interest in our Company other than to the
extent of the remuneration or benefits to which they are entitled to our Company as per
the terms of their appointment and reimbursement of expenses incurred by them during the
ordinary course of business.
Changes in Our Company's Key Managerial Personnel during the Last three Years
Following have been the changes in the Key Managerial Personnel during the last three
years:
SN |
Name of Director |
Designation (at the time of appointment/Change in
Designation/Cessation) |
Date of appointment/ change in designation/cessation |
Reason |
1. |
Rohan Jayeshbhai Dhruve |
Appointed as Company Secretary |
February 20, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
2. |
Rakeshkumar Kanaiyalal Patel |
Appointed as Chief Financial Officer |
May 18, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
3. |
Mukeshkumar Prahladbhai Trivedi |
Appointed as Whole time Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
4. |
Kirtikumar Kantilal Suthar |
Appointed as Whole time Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
5. |
Kamleshkumar Dahyalal Patel |
Appointed as Managing Director |
August 26, 2024 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
6. |
Rakeshkumar Kanaiyalal Patel |
Resigned as Chief Financial Officer |
April 01, 2025 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
7. |
Alpeshkumar Laxmanji Agrawal |
Appointed as Chief Financial Officer |
April 01, 2025 |
To ensure better corporate governance and compliance with Companies Act,
2013 |
Note: Other than the above changes, there have been no changes to the key managerial
personnel of our Company that are not in the normal course of employment.
Scheme of Employee Stock Options or Employee Stock Purchase
Our Company does not have any Employee Stock Option Scheme or other similar scheme
giving options in our Equity Shares to our employees.
Loans to Key Managerial Personnel
There are no loans outstanding against the key managerial personnel other than the loan
mentioned in the chapter - "Restated Financial Information" page no 209.
Payment of Benefits to Officers of Our Company (Non-Salary Related)
Except for the payment of salaries and perquisites and reimbursement of expenses
incurred in the ordinary course of business, and the transactions as enumerated in the
chapter titled "Financial Statements " and the
chapter titled "Our Business" beginning on pages 209 and 133 of
this Draft Red Herring Prospectus, we have not paid/given any benefit to the officers of
our Company, within the two preceding years nor do we intend to make such payment/ give
such benefit to any officer as on the date of this Draft Red Herring Prospectus.
RETIREMENT BENEFITS
Except statutory benefits upon termination of their employment in our Company or
superannuation, no officer of our Company is entitled to any benefit upon termination of
his employment in our Company.
OUR PROMOTERS AND PROMOTER GROUP
OUR INDIVIDUAL PROMOTERS:
1. Kamleshkumar Dahyalal Patel
2. Kirtikumar Kantilal Suthar
3. Mukeshkumar Prahladbhai Trivedi
DETAILS OF OUR INDIVIDUAL PROMOTERS
Mr. Kamleshkumar Dahyalal Patel, aged 51 years, is Promoter and
Managing Director at GRE Renew Enertech Limited. He holds degree of Bachelor of
Engineering in Electronics from university of Pune in the year of 1995. He has over 25
years of experience. He is 1st Generation Entrepreneur Leader having expertise
in negotiation and currently heading the solar business and overall operations of our
Company including business development and finance. His expertise covers many aspects
related to new product development, sourcing and financing. Permanent Account Number. ABHPP6693E |
Mr. Kirtikumar Kantilal Suthar, aged 63 years, is Promoter and
an Executive Director at GRE Renew Enertech Limited. He had ecucation till secondary (10th).
He has experience of more than 35 years in the field of R&D, manufacturing, quality
control and delivery of services. Currently he leads the product development, setting up
of solar power plants, monitoring of internal control and operations and management
activities in the Company. Permanent Account Number. ADGPS0620M |
Mr. Mukeshkumar Prahladbhai Trivedi, aged 60 years, is Promoter
and an Executive Director at GRE Renew Enertech Limited. He holds degree of Bachelor of
Business Administration from Sardar Patel University in the year of 1984. He had an
overall experience of 36 years in various Industries. His expertise covers many aspects
related to marketing and public relation as a Marketing Executive. Currently he looking
after the product sales and overall government liasioning and approvals for the Company.
He is responsible for the day-to day running of the business with a particular emphasis on
sales and business development and making sure that the business continues to grow by way
of developing new clients whilst maintaining its existing customer base. Permanent
Account Number ADJPT4584E |
Our Company confirms that the Permanent Account Number, Bank Account Number, Passport
Number and Aadhar Card of our promoter, shall be submitted to the BSE at the time of
filing this Draft Red Herring Prospectus.
OUR PROMOTER GROUP
Our Promoter Group in terms of Regulation 2(1) (pp) of SEBI (ICDR) Regulations, 2018
includes the following persons:
Individual Promoter
The natural persons who are part of our Promoter Group (due to the relationship with
our Promoter), other than the Promoter named above are as follows:
Sr. Relationship No. |
Mr. Kamleshkumar Dahyalal Patel |
Mr. Kirtikumar Kantilal Suthar |
Mr. Mukeshkumar Prahladbhai Trivedi |
1. Father |
- |
- |
- |
2. Mother |
- |
- |
- |
3. Spouse |
Bhavnaben K Patel |
Suthar Kailashben K |
Trivedi Bhavnaben Mukeshkumar |
4. Brother |
Vijaykumar Dahyalal Patel |
Suthar Satishbhai Kantibhai |
Manojkumar P Trivedi |
|
Patel Hasmukh Dahyalal |
|
Sunilkumar Prahladbhai Trivedi |
5. Sister |
NA |
Mistry Bhanuben Shankarbhai |
Savitriben Jagdishbhai Jani |
|
|
Suthar Hansaben |
|
|
|
Suthar Pushpaben Kanubhai |
|
6. Son |
Megh Kamleshkumar Patel |
Vipul K Suthar |
Trivedi Vaibhav Mukeshkumar |
|
|
Suthar Vikaskumar |
Trivedi Shubham |
7. Daughter |
Patel Jahanvi KamleshKumar |
NA |
NA |
8. Spouse Father |
- |
- |
- |
9. Spouse Mother |
- |
- |
- |
10. Spouse Brother |
Patel MukeshRambhai |
Suthar Kamleshbhai Mathurdas |
Prakash Shankerlal Thaker |
|
Mahesh Rambhai Patel |
|
|
|
Patel Jiteshbhai Rambhai |
|
|
11. Spouse Sister |
NA |
NA |
Vimla Navnit Raval |
|
|
|
- |
Companies and proprietorship firms forming part of our Promoter Group are as follows:
SN Relationship with Promoter |
Entities |
1. Any Body Corporate in which 20% or more of the share capital is
held by the promoter or an immediate relative of the promoter or a firm or HUF in which
the promoter or any one or more of his immediate relatives is a member |
Nil |
2. Any Body Corporate in which a company (mentioned above) holds 20%
or more of the equity share capital |
Nil |
3. Any HUF or firm in which the aggregate share of the promoter and
his immediate relatives is equal to or more than 20% of the total capital. |
• Patel Kamlesh Kumar Dahyalal HUF • Gayatri Sales
Agency Partenrship Firm |
4. Any other person or entity whose shareholding is part of the
promoter and promoter group shareholding as per the shareholding pattern of our Company. |
• Jitendrakumar Patel, • Rameshchandra Keshavlal
Patel, • Maniben Rameshchandra Patel • Ashaben Prakashchandra
Patel |
OTHER UNDERTAKINGS AND CONFIRMATIONS
Our Company undertakes that the details of Permanent Account Number, Bank Account
Number, Aadhar and Passport Number of the Promoters will be submitted to the SME platform
of BSE (BSE SME), where the securities of our Company are proposed to be listed at the
time of submission of Draft Red Herring Prospectus.
Our Promoters have confirmed that they have not been identified as willful defaulters.
No violations of securities laws have been committed by our Promoters in the past or
are currently pending against them. None of our Promoters are debarred or prohibited from
accessing the capital markets or restrained from buying, selling, or dealing in securities
under any order or directions passed for any reasons by the SEBI or any other authority or
refused listing of any of the securities issued by any such entity by any stock exchange
in India or abroad.
INTEREST OF THE PROMOTERS
Interest in the promotion of Our Company
Our Promoters, Mr. Kamleshkumar Dahyalal Patel, Mr. Kirtikumar Kantilal Suthar and Mr.
Mukeshkumar Prahladbhai Trivedi may be deemed to be interested in the promotion of the
Issuer to the extent of the Equity Shares held by them as well as their relatives and also
to the extent of any dividend payable to them and other distributions in respect of the
aforesaid Equity Shares. Further, Our Promoters may also be interested to the extent of
Equity Shares held by or that may be subscribed by and allotted to companies and firms in
which either of them are interested as a director, member or partner.
Interest in the property of Our Company
Our Promoters do not have any interest in any property acquired by Our Company in last
two years or proposed to be acquired by our Company.
Interest as Member of our Company
As on the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group
together hold 1,00,00,000 (95.06 %) Equity Shares of our Company and are therefore
interested to the extent of their shareholding and the dividend declared, if any, by our
Company. Except to the extent of shareholding of the Promoters in our Company, our
Promoters does not hold any other interest in our Company.
Payment Amounts or Benefit to Our Promoters during the Last Two Years
No payment has been made or benefit given to our Promoters in the two years preceding
the date of this Draft Red Herring Prospectus except as mentioned/referred to in this
chapter and in the section titled ‘Our Management', ‘Financial Statements' and
‘Capital Structure' on page 180, 209 and 72 respectively of this Draft Red Herring
Prospectus. Further as on the date of this Draft Red Herring Prospectus, there is no bonus
or profitsharing plan for our Promoters.
CONFIRMATIONS
For details on litigations and disputes pending against the Promoters and defaults made
by them including violations of securities laws, please refer to the section titled
"Outstanding Litigation and Material Developments" on page 356 of this Draft Red
Herring Prospectus. Our Promoters have not been declared a willful defaulter by the RBI or
any other governmental authority.
|