To The Members,
Your Directors take pleasure in presenting their Thirteen Annual Report on the Business
and Operations of the Company and the Accounts for the Financial Year ended 31% March,
2023 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31, 2023
and the previous financial year ended March 31, 2022 is given below:
| Particulars |
31-Mar-23 |
31-Mar-22 |
| Total Income |
20,56,48,000 |
24,72,74,606 |
| Less: Expenditure |
19,92,92.000 |
24,21,08,343 |
| Profit before Depreciation |
63,56,000 |
51,66,263 |
| Less: Depreciation |
6,99,000 |
4,12,227 |
| Profit before Tax |
56,57,000 |
47,54,037 |
| Provision for Taxation |
15,45,000 |
11,76,151 |
| Profit after Tax |
41,12,000 |
35,77,886 |
2. REVIEW OF OPERATIONS
The Total Income of the Company stood at 220,56,48,000 for the year ended March 31,
2023 as against 324,72,74,606 in the previous year. The Company made a net profit (after
tax) of 41,12,000 for the year ended March 31, 2023 as compared to the 235,77,886 in the
previous year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3 OF THE COMPANIES ACT, 2013
The Board has decided not to transfer any amount to the Reserves for the year under
review.
4. DIVIDEND:
The dividend policy for the year under review has been formulated taking into
consideration of growth of the company and to conserve resources, the Directors do not
recommend any dividend for year ended March 31, 2023.
5. SHARE CAPITAL
The authorized share capital of the company is Rs. 2,20,00,000/- divided into 22,00,000
equity shares of Rs. 10/- The Paid up capital of the Company is Rs. 1,66,40,000/- divided
into 16,64,000 Equity shares of Rs. 10/- Company has appointed M/s Bigshare Services
Private Limited as the Registrar and Transfer Agent of the Company.
6. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others for the period
under review, is given in the Management Discussion and Analysis Report which is annexed
to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
7. CHANGE IN NATURE OF BUSINESS. IF ANY
There has been no change in nature of business of the Company during the FY under
review.
8. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or an Associate Company.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the FY and the date of this
Report.
10. DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
11. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in
Annexed to this Report as “Annexure I”.
12. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 is available on the website of
the Company at www.timesgreenenergy.com
13. CHANGE IN SHARE CAPITAL:
There has been no change in share capital of the Company during the FY under review.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Change in Directors
| Name of Director |
Date of change |
Reason |
| Mrs. Jayashree Gadde |
July 20, 2022 |
Resigned as Whole-Time Director |
| Ms. Vinitha Rangineni |
July 20, 2022 |
Resigned as Non-Executive Non-Independent Director |
| Ms. Vani Kanuparthi |
September 13, 2022 |
Appointed as Whole-Time Director |
| Mr. B R Meena |
September 13, 2022 |
Appointed as Non-Executive Non-Independent Director |
*Mrs. Jayashree Gadde & Ms. Vinitha Rangineni resigned on July 20, 2022. Thereon,
Ms. Vani Kanuparthi & Mr. B R Meena were appointed as Whole-Time Director &
Non-Executive Non-Independent Director respectively.
ii. Committees of Board of Directors
| SI No. Date |
Committee |
Director Name |
| 1. September 13, 2022 |
Nomination and Remuneration Committee |
Mrs. Padma Priyanka Vangala (Chairman) |
|
|
Mr. B R Meena (Member) |
|
|
Mrs. Sripati Susheela (Member) |
| 2. September 13, 2022 |
Stakeholder Relationship Committee* |
Mrs. Sripati Susheela (Chairman) |
|
|
Mrs. Dinne Lakshmi Jumaal (Member) |
|
|
Ms. Vani Kanuparthi (Member) |
* Mrs. Jayashree Gadde & Ms. Vinitha Rangineni resigned on 20.07.2022. Thereon, Ms.
Vani Kanuparthi & Mr. B R Meena were appointed as Whole-Time Director &
Non-Executive Non-Independent Director respectively and committees were re-constituted.
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Vani Kanuparthi, Director of the Company, retires by
rotation and offers herself for re- appointment.
The brief resume of Mrs. Vani Kanuparthi, the nature of her expertise in specific
functional areas, names of the companies in which he has held directorships, her
shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.
iv. Independent Directors
Our Company has received annual declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of Independence provided in Section
149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in
the circumstances, which may affect their status as Independent Director during the year.
The Independent Directors met on 24% March, 2023, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
15. BOARD MEETINGS:
The Company held Four meetings of its Board of Directors during the year on May 25,
2022; August 25, 2022; November 10, 2022 and February 18, 2023.
16. COMMITTEES OF THE BOARD:
(a) Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted by our
Directors by a Board Resolution dated November 28, 2019. Thereafter, the committee was
re-constituted on August 18, 2021.
| Name of Director |
Category |
Position in the committee |
Attendance at the Audit Committee Meetings held on |
|
|
|
25.05.2022 |
05.08.2022 |
10.11.2022 |
| Ms. Sripati Susheela |
Non-Executive |
Chairman |
Yes |
Yes |
Yes |
|
Independent Director |
|
|
|
|
| Ms. Padma Priyanka Vangala |
Non-Executive |
Member |
Yes |
Yes |
Yes |
|
Independent Director |
|
|
|
|
| Ms. Dinne Lakshmi Jumaal |
Whole-Time Director |
Member |
Yes |
Yes |
Yes |
The Committee 1s governed by a Charter, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are:
Financial Reporting and Related Processes:
- Oversight of the Company's financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public.
- Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor's Limited Review Report thereon / Audited Annual Financial Statements and
Auditors' Report thereon before submission to the Board for approval. This would, inter
alia, include reviewing changes in the accounting policies and reasons for the same, major
accounting estimates based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the
Statutory Auditors in this regard.
- Review the Management Discussion & Analysis of financial and operational
performance.
- Discuss with the Statutory Auditors its judgement about the quality and
appropriateness of the Company's accounting principles with reference to the Accounting
Standard (AS).
- Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
(b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act,
2013, was constituted by our Directors by a Board Resolution dated November 28, 2019.
Thereafter, the committee was re-constituted on September 13, 2022.
| Name of Director |
Category |
Position in the committee |
Attendance at the Remuneration Committee held on |
|
|
|
25.05.2022 |
05.08.2022 |
| Ms. Padma Priyanka Vangala |
Non-Executive |
Chairman |
Yes |
Yes |
|
Independent Director |
|
|
|
| Ms. Rangineni Vinitha* |
Non-Executive Non- |
Member |
Yes |
No |
|
Independent Director |
|
|
|
| Mr. B R Meena |
Non-Executive Non- |
Member |
No |
No |
|
Independent Director |
|
|
|
| Ms. Sripati Susheela |
Non-Executive |
|
Yes |
Yes |
|
Independent Director |
Member |
|
|
*Ms. Vinitha Rangineni resigned on July 20, 2022. Thereon, Nomination and Remuneration
Committee was re-constituted and Mr. B R Meena was admitted as member of Nomination and
Remuneration Committee on September 13, 2022.
The terms of reference of the Committee inter alia, include the following:
- Succession planning of the Board of Directors and Senior Management Employees;
- Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;
- Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;
- Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and senior management employees and their
remuneration;
- Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board.
The Company has formulated a Remuneration Policy which 1s annexed to the Board's Report
in “Annexure I”.
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013
was constituted by our Directors by a Board Resolution dated November 28, 2019.
Thereafter, the committee was re-constituted on September 13, 2022.
| Name of Director |
Category |
Position in the committee |
Attendance at the Stakeholders Relationship Committee held on |
|
|
|
25.05.2022 |
| Ms. Sripati Susheela |
Non-Executive |
. Chairman |
Yes |
|
Independent Director |
|
|
| Ms. Dinne Lakshmi Jumaal |
‘Whole-Time Director |
Member |
Yes |
| Ms. Jayashree Gadde* |
‘Whole Time Director |
Member |
Yes |
| Ms. Vani Kanuparthi* |
Managing Director |
Member |
No |
*Ms. Jayashree Gadde resigned on July 20, 2022. Thereon, Stakeholders Relationship
Committee was re- constituted and Ms. Vani Kanuparthi was admitted as member of
Stakeholders Relationship Committee on September 13, 2022.
The terms of reference of the Committee are:
- transfer/transmission of shares/debentures and such other securities as may be issued by
the Company from time to time;
- issue of duplicate share certificates for shares/debentures and other securities
reported lost, defaced or destroyed, as per the laid down procedure;
- issue new certificates against subdivision of shares, renewal, split or consolidation of
share certificates / certificates relating to other securities;
- issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue
made by the Company, subject to such approvals as may be required;
- to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s),
if any, and to allot shares pursuant to options exercised;
- to issue and allot debentures, bonds and other securities, subject to such approvals as
may be required,
- to approve and monitor dematerialization of shares / debentures / other securities and
all matters incidental or related thereto;
- to authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices,
non-receipt of declared dividend / interest, change of address for correspondence etc. and
to monitor action taken;
- monitoring expeditious redressal of investors / stakeholders grievances;
- all other matters incidental or related to shares, debenture
During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2023.
Mr. Abhishek Reddy Rachur, Company Secretary of the Company is the Compliance Officer.
17. BOARD'S PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its
Committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual
Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and
Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135
of the Act and rules framed there under. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company.
19. AUDITORS:
i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act, 2017 read with
Notification S.O. 1833(E) dated 8" May 2018 deleting the provision of annual
ratification of the appointment of auditor, the requirement to place the matter relating
to appointment of Auditors for ratification by members at every Annual General Meeting is
done away with and no resolution has been proposed for the same. The Company had appointed
N G Rao & Associates as Statutory Auditors of the Company for a period of five years
i.e. from FY 2019-2020 to FY 2023- 2024. ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed JING & CO., a firm of Company Secretaries in Practice (CP No. 8108), to
undertake the Secretarial Audit of the Company for two Financial Years i.e. FY 2021-2023.
The Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as “Annexure II
".
iii. Cost Auditor:
The Company does not fall within the provisions of Section 148 of Company's Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore such records are
duly maintained.
iv. Internal Auditor:
The Board appointed M/s. T R A K & Associates., Chartered Accountant, as the
Internal Auditor of the Company for the two Financial Year 2023-25.
20. AUDITOR'S REPORT:
The Auditor's Report does not contain any qualifications, reservations or adverse
remarks.
Secretarial Auditor observed that Company has not filed E-form DIR-12 on Ministry of
Corporate Affairs portal for the appointment of Mr. B R Meena (DIN: 01595009) and the
Company is in the process of filing the same on immediate basis in order to comply with
the provisions of the Companies Act, 2013.
Report of the Secretarial Auditor is given as an “Annexure II” which forms
part of this report.
21. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.timesgreenenergy.com
22. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under, the
Board has appointed M/s. TR A K & Associates, Chartered Accountant, as an Internal
Auditors of the Company to check the internal controls and functioning of the activities
and recommend ways of improvement. The Internal Financial Controls with reference to
financial statements as designed and implemented by the Company are adequate. The Internal
Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting
and the Board Meeting for their consideration and direction.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
23. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
24. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
25. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted policies
which are available on its website www.timesgreenenergy.com
26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations of the Company
are not energy intensive. However, adequate measures have been initiated for conservation
of energy.
b) The steps taken by the Company for utilizing alternate source of energy Company
shall consider on adoption of alternate source of energy as and when necessities.
C) The Capital Investment on energy conversation equipment No Capital Investment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum technology required for
Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development
or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) Not Applicable.
a. the details of technology imported,
b. the year of import;
c. whether the technology been fully absorbed,
d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
iii. The expenditure incurred on Research and Development - Not Applicable.
iv. Foreign exchange earnings and Outgo - Not Applicable.
27. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, 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. All related party transactions are placed
before the Audit Committee and Board for approval. The details of the related party
transactions as required under Accounting Standard (AS) 18 are set out in Note to the
financial statements forming part of this Annual Report.
29. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised “Code of Conduct for Prevention of Insider Trading”
(“the Insider Trading Code”). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company. During the year, the Company
has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018. The Code is available on the Company's
website www .timesgreenenergy.com.
30. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Act during the
FY were in the ordinary course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the Act. There were no materially significant
transactions with the related parties during the FY which were in conflict with the
interest of the Company
31. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
32. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
33. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has duly constituted Internal Complaint Committee under the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. There is no complaint from any person pursuant to provisions of the said Act.
35. HUMAN RESOURCES:
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution.
36. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures.
ii. They have 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
of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis. v. They have laid
down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2022-23.
38. INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2022-23.
39. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute ‘forward
looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
40. GENERAL
There were no transactions with respect to following matters during the year:
1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
2. There was no instance of one-time settlement with any Bank or Financial Institution.
41. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
| Registered Office: |
On Behalf of The Board Of Directors |
| Flat No. 602, Druva Thara Apartments, |
FOR TIMES GREEN ENERGY (INDIA) LIMITED |
| Medinova Complex, Somajiguda, Hyderabad, |
|
| Telangana-500082 |
|
| Tel: 7702632033 |
Sd/- |
| CIN: L40300TG2010PLC071153 |
Vani Kanuparthi |
| Website: www.timesgreenenergy.com |
(Managing Director) |
| Email: info@timesgreenenergy.com |
DIN: 06712666 |
|
Hyderabad, Thursday, August 10, 2023 |
|