To
The Members
Your directors are pleased to present this 28th Annual
Report of the Company together with the Audited Accounts for the year ended 31st
March 2023.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE
(INR. In Lacs)
| PARTICULARS |
2022-23 |
2021-22 |
| Total Income |
2905.59 |
2009.95 |
| Total Expenses |
1417.59 |
1114.03 |
| EBITDA |
1488.00 |
895.92 |
| Interest |
219.97 |
189.34 |
| Depreciation |
698.82 |
691.82 |
| Profit Before Tax |
569.21 |
14.76 |
| Exceptional item |
686.43 |
-- |
| Tax Provision |
1809.41 |
2.30 |
| Profit After Tax |
(1926.64) |
12.46 |
During the year under review, your Company's total income achieved
is INR 2905.59 Lacs against INR 2009.95 Lacs of the previous year. Total expenses have
increased to INR 1417.59 Lacs from previous year INR of 1114.03 Lacs. Exceptional item is
the difference between settlement amount with EXIM bank and loan outstanding as per books.
Also, tax provisions for the year represents deferred tax provisions.
2. ANNUAL RETURN
For Annual Return click the Link mentioned herein
https://www.indowind.co.in/download/Form%20MGT7.pdf
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23, Eight Board Meetings were held. The
details are provided in the Corporate Governance Report that forms part of this Annual
Report.
4. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
the Board of Directors hereby states that.
1. In the presentation of the Annual accounts, applicable standards
have been followed and there are no material departures.
2. The Directors have selected such accounting policies and apply 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 as at 31st March 2023 and
profit / Loss for the Company for the year ended 31st March 2023.
3. The Directors have taken proper and sufficient care in the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safe guarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
4. The Directors have prepared the annual accounts on a going concern
basis.
5. The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively and
6. 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.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S
149(6) OF THE COMPANIES ACT.2013
The Company has obtained a declaration from the independent directors
that they meet the criteria of Independence as provided in the section mentioned herein
above.
6. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT,
PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES
ACT. 2013
The Board, on the recommendation of the Nomination and Remuneration
Committee, had framed a policy that inter alia provides the criteria for the selection and
appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their
performance, and the remuneration payable to them. The criteria for determining
qualifications, positive attributes, and independence of Directors have been stated in the
Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company
is available in the website of the Company at www.indowind.com.
7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER
SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no
material fraud on the Company by its officers and employees had been noticed or reported
during the year.
8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
The above-mentioned explanation is given in ANNEXURE I of the
Report.
9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provision of section 186 of the Companies Act, 2013. The details of the investments made
by the Company are given in the notes to the financial statements which forms part of this
Annual Report.
10. TRANSACTIONS WITH RELATED PARTIES
Detailed information is provided with respect to the list of Related
Parties under Notes on Accounts and with respect to transactions with related parties,
details are given in the format Form AOC-2, which forms part of this report in AnNEXURE
-II.
11. STATE OF THE COMPANY'S AFFAIRS:
OPERATIONAL PERFORMANCE (IN UNITS -KWH)
Generation has increased compared to the previous year
12. DIVIDEND
Your Company has not declared any Dividend for the year ended 31st
March 2023.
13. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report.
14. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT,
2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014
The particulars required to be given in terms of section 134 of the
Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are
not applicable to your Company.
15. MAINTAINANCE OF COST RECORDS UNDER SECTION 148 (1) OF THE
COMPANIES ACT, 2013
The Central government has not prescribed the maintenance of Cost
Records under Section 148 (1) of the Act.
16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY
The company has developed and implemented risk management policy
including identification therein of elements of risk, if any, which in the opinion of the
Board may threaten the existence of the company;
17. CORPORATE SOCIAL RESPONSIBILITY
The CSR activities are not applicable to the company for the financial
year.
18. BOARD EVALUATION:
Section 134 of the Companies Act, 2013 states that formal evaluation
needs to be made by the Board, of its own performance and that of its committees and the
individual Directors Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the
performance evaluation of Independent Directors shall be done by the entire Board of
Directors excluding the Directors being evaluated.
Pursuant to the provisions of section 134 (3) (p) of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
Committees. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance. A separate exercise was
carried out to evaluate the performance of Individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its mandatory
shareholders etc. The Directors expressed their satisfaction with the evaluation process.
19. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR
| SNO. DIRECTOR/KMP |
DATE OF APPOINTMENT/RESIGNATION |
| 1. Mr. R. SRIDHAR |
Appointed as Additional Director on
11/06/2022 and Regularized in the AGM dated 30/09/2022. |
| 2. Ms, SANGEETHA HARILAL LAKHI |
Appointed as Additional Independent Director
on 08-08-2022 and Regularized in the AGM dated 30/09/2022 |
| 3. Ms SIMRAN LODHA- CS |
Resigned on 01/08/2022. |
| 4. Ms. NITHYA KAMARAJ - CS |
Appointed on 28/10/2022 and resigned on
26/04/2023. |
20. SHARE CAPITAL:
• During the year under review, Your Company has reclassified the
Authorized share capital from Rs 107 Crores comprising of 10 crores equity shares of Rs 10
each and 7 preference shares of Rs 1crore each to Rs 107 crores comprising of 10.70 crore
equity shares of Rs 10 each and increased the Authorised Share capital to Rs 142 crores
comprising of 14.20 crore equity shares of Rs 10 each.
• During the year under review the has issued 1,75,93,294 equity
shares under Rights issue thereby the Paid-up Capital of the Company as on 31-3-2023 was
increased from Rs.89,74,14,860/- to Rs.107,33,47,800/-.
21. PARTICULARS OF EMPLOYEES:
Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
| >5(1) (i) Name of the Director |
Ratio to Median Employee Remuneration |
| Mr. Niranjan R. Jagtap |
NA |
| Dr. K.R. Shyamsundar |
NA |
| Mr. K.S.Ravindranath |
14:1 |
| Mr.N.K.Haribabu |
9:1 |
| Ms. Sangeetha Lakhi |
NA |
| Mr. R. Sridhar |
NA |
| 5(1) ii, iii, viii |
Not applicable. |
| 5(1) (iv) |
The number of permanent employees on the rolls of company is
67. |
| 5(1) (xii) |
It is affirmed that the remuneration is as per the
remuneration policy of the Company. |
| 5(2) & 5(3) |
Pursuant to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. Any member interested in obtaining such
information may address their email to contact@indowind.com. |
22. AUDIT COMMITTEE
The details are furnished under the Corporate Governance Report (CGR)
annexed to this Report. All the recommendations of the Committee were accepted by the
Board.
23. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT
ACCEPTED BY THE BOARD ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the
Board of Directors of the Company during their meetings held to consider any financial
results (Unaudited and Audited) and such other matters placed before the Audit Committee
as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 from time to time. During the year the Board of Directors has considered
all the recommendations made by the Audit Committee and has accepted and carried on the
recommendations suggested by the Committee to its satisfaction. Hence there are no
recommendations that are unaccepted by the Board of Directors of the Company during the
year under review.
24. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:
The Company has adopted the Code of Conduct for its Directors and
Employees while performing their duties and responsibilities. Similarly, Code of Conduct
to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the
Company as per the Guidelines issued by the Securities and Exchange Board of India for
Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by
the Designed persons while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
All the Directors, Key Management Personnel, and Senior Management
Personnel are aware of the above code and an annual confirmation on the compliance of the
said codes has been received by the Company from the concerned parties. The declaration to
this effect made by the Managing Director is attached to this report. The code of conduct
of the Board of Directors and Senior Management Personnel and the code for Insider Trading
is available in the Company's website.
25. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During the year Ms. SANGEETHA HARILAL LAKHI was appointed as an
independent Director who is ethical and maintaining integrity, adhering to the Code of
Conduct in letter and spirit. Her vast experience in legal filed is an asset to the Board.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE /DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE
An appeal filed by the Company before NCLAT/Chennai against the
admission order on application filed by the EXIM Bank Ltd, under Section 7 of the IBC,
2016 before NCLT/Chennai was stayed and the proceedings are in process.
27. DEPOSITS:
During the year under review the company has not accepted any deposits
from the public within the ambit of section 73 of the companies Act, 2013 and the
companies (Acceptance of Deposits) Rules, 2014.
28. VIGIL MECHANSIM POLICY:
As required under Section 177 of companies Act, 2013 (the Act) and
Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015, the Company has established a vigil mechanism for directors and employees to report
genuine concerns through the whistle blower policy of the Company as published in the
website of the Company. As prescribed under the Act and the Listing Regulations, provision
has been made for direct access to the chairperson of the Audit Committee in appropriate
or exceptional cases.
29. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER
PVT. LTD, (IPPL)
IPPL has substantially contributed to the turnover of your company for
the year under review. The Authorized Capital of the Company is Rs. 1,50,00,000/-
comprises of 15,00,000 equity shares of Rs. 10/- each. The issued and paid-up capital of
the company is Rs. 1,33,69,600/- comprises of 13,36,960 equity shares of Rs. 10/- each,
out of which Indo wind Energy Ltd holds 682,560 equity shares of Rs. 10/- each amounting
to 51.05% of the total paid up capital. The Statement containing salient features of the
financial statement of Subsidiaries are given in Form AOC-1 which is attached as ANNEXURE
III.
30. PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF
THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC
OFFER
Price of public offer Rs. 65/- Market price as on 31.03.2023, Rs. 9.27,
difference (Rs. 55.73). Percentage of Increase /Decrease wrt Market Quotation to the price
of Public offer (85.74%) made in 2007.
31. STATUTORY AUDITORS
M/s. Venkatesh &co, Chartered Accountants, Chennai (ICAI Firm
Registration No.004636s) was appointed in the 27th Annual General Meeting and
will hold the office up to the conclusion of 32nd Annual General Meeting of the
Company.
32. SECRETARIAL AUDIT
KRA & Associates, Practising Company Secretaries is the secretarial
auditors of the company for the year under review and their report is attached with this
in the format Form MR-3, which forms part of this report in ANNEXURE IV.
With respect to the observation of the Secretarial Auditor in their report, we wish to
state that the company is taking all initiatives to find appropriate solutions.
Further as per Regulation 24A of SEBI LODR Regulations 2015, the
Secretarial Audit Report of Material Subsidiary of the company namely INDOWIND POWER
PRIVATE LIMITED is also annexed in the above-mentioned ANNEXURE IV.
33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL
MEETINGS
During the Financial Year 2022-23, your Company has complied with
applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of
Company Secretaries of India.
34. ADEQUACY OF INTERNAL CONTROL
Your Company has effective and adequate internal control systems in
combination with delegation of powers. The control system is also supported by internal
audits and management reviews with documented policies and procedures.
35. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
• The Company has an Internal Complaints Committee as required
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
• The Company firmly provides a safe, supportive and friendly work
environment - a workplace where our values come to life through the underlying behavior. A
positive workplace environment and a great employee experience are integral parts of our
culture.
• During the year under review, there were no cases filed pursuant
to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
36. REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF
COMPANIES ACCOUNTS RULES 2014
• Change in nature of business, if any: NIL
• Name of Companies that have become or ceased to be its
subsidiaries, Joint Ventures or associate companies during the year: NA
• Employee relations have been very cordial during the financial
year ended March 31,2022. The Board wishes to place on record its appreciation to all the
employees in the Company for their sustained efforts and immense contribution to the high
level of performance and growth of the business during the year. The Management team of
the Company comprises of experienced passionate driven professionals committed to the
organizational goals.
37. ACKNOWLEDGEMENT
The Directors wish to place on record their sincere thanks and
gratitude to all its Shareholders, Bondholders, Bankers, State Governments, Central
Government and its agencies, statutory bodies, suppliers, and customers, for their
continued cooperation and excellent support extended to the Company from time to time.
Your Directors place on record their utmost appreciation for the
sincere and devoted services rendered by the employees at all levels.
|
For and on behalf of the
Board of Directors |
|
INDOWIND ENERGY LTD |
| Date: 09-8-2023 |
Niranjan R Jagtap |
N.K. Hari babu |
|
Independent Director |
Whole Time Director |
|
Din: 01237606 |
Din: 06422543 |
|
Place: Mumbai |
Place: Chennai |
|