DIRECTORS' REPORT The Shareholders of, Ravindra Energy Limited The Directors hereby present the 35th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2015. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS The standalone revenue from operations for the year ended March 31,2015 was Rs. 772.64 Million and other income was Rs. 45.34 Million, aggregating to Rs. 817.98 Million, as against revenue from operations of Rs. 1,007.02 Million and other income of Rs. 36.78 Million, aggregating to Rs. 1,043.80 Million for the previous year ended March 31, 2014. The Company earned profit after tax of Rs. 3.52 Million for the year ended March 31,2015 compared to Rs. 2.69 Million earned for the previous year ended March 31, 2014. Revenue from operations includes Rs. 16.29 Million from solar system for water pumping. There was reduction in revenue as compared to the previous year, because of logistic problems, causing delay in shipment. The consolidated revenue from operations for the year ended March 31, 2015 was Rs. 5,551.61 Million and other income was Rs. 143.03 Million, aggregating to Rs. 5,694.64 Million, as against revenue from operations of Rs. 5,547.41 Million and other income of Rs. 119.90 Million, aggregating to Rs. 5,667.31 Million for the previous year ended March 31,2014. The Company earned consolidated profit aftertax of Rs. 77.84 Million for the year ended March 31, 2015 against Rs. 56.66 Million earned for the previous year ended March 31,2014. PROJECT DEVELOPMENT The Company has entered in to the business of installing solar photo voltaic (PV) power packs at existing irrigation pumps at various locations in the state of Karnataka. The Company has so far installed 67 solar PV packs. The Company will be developing projects under Small Farmer Solar Policy of Government of Karnataka. Government of Karnataka invited applications for up to 3MW ground mounted grid connected systems. The Company will be partnering with the farmers in Karnataka Small Farmers Policy. Projects will be located on farmers land. Farmers will sign Power Purchase Agreement (PPA) with ESCOM. The project will be developed in association with the farmer, for which special purpose vehicle (SPV) will be formed. Farmer will assign PPA to SPV. The Company is already in association with the farmers who are allocated 43MW under this policy. The Company will be developing rooftops under Karnataka Net Metering Policy. Project will be developed and owned by the Company. Power will be supplied to the rooftop owner at a discounted price and excess generation will be commercially exported. TRANSFERTO RESERVES In view of inadequate profits earned for the financial year ended March 31, 2015, no amount was transferred to the reserves. DIVIDEND With a view to conserve the resources, the Board of Directors did not recommend any dividend for the financial year ended March 31,2015. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange is presented in a separate section forming part of the Annual Report. CONSOLIDATED FINANCIAL STATEMENT In accordance with the provisions of sub-section (3) of section 129 of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company is pleased to present the consolidated financial statement of the Company and of all the subsidiaries which are annexed and forms an integral part of the Annual Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review, companies listed in Annexure I to this Report have become or ceased to be Company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 in Form AOC I is provided in the consolidated financial statement and hence not provided here. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at www.ravindraenergy.com . AMALGAMATION The Board of Directors has approved the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and NandurSugars Limited with the Company. Vantamuri Trading and Investments Limited is a 100% subsidary of the Company and Nandur Sugars Limited is a 100% subsidary of Vantamuri Trading and Investments Limited. DIRECTORS'RESPONSIBILITYSTATEMENT Your Directors state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31,2015 and of the profit of the Company for the year ended on that date; c) the Directors 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; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance. RISK MANAGEMENT During the yearthe Board of Directors have constituted a Risk Management Committee consisting of Mr. Satish Mehta, Mr. Vishwanath Mathurand Mr. Sidram Kaluti, to monitor and review risk management plan and to carry out such other functions as may be delegated to the committee by the Board. INTERNAL FINANCIAL CONTROLS The Company has adequate internal financial controls with reference to financial statements. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 Mr. Sidram Kaluti Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mrs. Vidya Murkumbi is appointed as Non-Executive Non-independent Director liable to retire by rotation in the Annual General Meeting held on December31,2014. Mr. Vishwanath Mathur, Mr. P Uma Shankar and Mr. Satish Mehta were appointed as Independent Directors and Mr. Sidram Kaluti was appointed as Whole-Time Director designated as President for a period of three years in the said Annual General Meeting. Mr. Sidram Kaluti Whole-Time Director of the Company was designated as Chief Executive Officer of the Company with effect from July 1,2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange. Mr. J Suresh Kumar Chief Executive Officer and Chief Financial Officer of the Company resigned from the organisation with effect from June 30,2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as the Key Managerial Personnel of the Company. Board evaluation & Directors remuneration The Board of Directors has carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Clause 49 of the Listing Agreement. In a separate meeting of independent directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairperson was evaluated. The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. Policy for Selection of Directors and determining Directors' independence is annexed to this report as Annexure II. Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed to this report as Annexure III. AUDITORS AND AUDITORS' REPORT Statutory Auditors and their Report M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants, Bangalore, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The firm of Auditors has been holding office as Statutory Auditors of the Company for two years including the financial year 2013-14, in which 1st AGM was held after the commencement of the provisions of Section 139(2) of the CompaniesAct, 2013. As per Rule 6 of the Companies (Audit and Auditors) Rules,2014 the maximum number of consecutive years for which the firm may be appointed is 9 years, including the financial year 2013-14. M/s. Ashok Kumar, Prabhashankar & Co., Chartered Accountants can be appointed for a remaining period of 8 years. The Board of Directors recommends their re-appointment from the conclusion of the forthcoming Annual General Meeting for a 1st term of three consecutive years until the conclusion of 38th Annual General Meeting, subject to ratification by members at every Annual General Meeting. The Auditors have given written consent to such re-appointment and certificate to the effect that the firm is eligible for re-appointment and that the proposed re-appointment is within the limits specified under the provisions of the Companies Act, 2013. The Auditors' Report to the shareholders for the year ended March 31,2015 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments. Secretarial Auditor In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board appointed M/s. Sanjay Dholakia & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure IV & forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments. DISCLOSURES Audit Committee The Board of Directors reconstituted Audit Committee in its meeting held on August 14, 2014. The Audit Committee comprises of two Independent Directors viz. Mr. Satish Mehta (Chairman) and Mr. Vishwanath Mathur and one other member Mrs. Vidya Murkumbi. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism The Company has formulated policy on Vigil Mechanism/ Whistle Blower for directors and employees to report concerns or grievances about unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy, pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and it's Powers) Rules, 2014 and Clause 49 of the listing agreement with the stock exchange. The policy may be accessed on the Company's website www.ravindraenergy.com . Meetings of the Board Six meetings of the Board of Directors were held during the year on April 29,2014, May 30,2014, June 27,2014, August 14,2014, November 14,2014 and February 13,2015. Particulars of Loans given, Investments made, Guarantees given and Securities provided The Company has not made investment, given guarantee or provided security during the year under review. Conservation of Energy Particulars with respect to conservation of energy pursuant to Rule 8(3) Aofthe Companies (Accounts) Rules, 2014 are not given as the Company was engaged only in the business of trading. Technology Absorption The Company was not engaged in any activity relating to production and manufacture. No amount was therefore spent towards Technology Absorption. Particulars with respect to Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are therefore not given. Foreign Exchange Earnings and Outgo • Foreign exchange earnings: Rs. 756.35 Million • Foreign exchange outgo: Nil Extract of Annual Return Pursuant to Section 92(3) of the CompaniesAct, 2013 extract of Annual Return in Form MGT 9 is annexed as Annexure V and forms part of this report. Particulars of Employees and related disclosures In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder: Name of Employee: Mr. J. Suresh Kumar Designation: Chief Executive and Financial Officer Remuneration received : Rs. 20.53 million Nature of Employment: Contractual Qualification & experience: B.Com., FCA experience 23 years Date of commencement of employment: April 1,2012 Age: 46 Years Last employment held : Shree Renuka Energy Limited Percentage of equity shares held : Nil Relationship: Not related to any Director or Manager. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure VI. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter VoftheAct. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. The Whole-Time Director of the Company did not receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 6. Buyback of shares. 7. Purchase by Company of its own shares or giving of loans for such purchase. 8. No material change affecting the financial position of the Company occurred between the end of the financial year and the date of this report. 9. There was no change in the nature of business. 10. Any of the criteria requiring the Company to constitute Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013is not attracted. 11. There was no contract or arrangement with the related parties referred to in Section 188(1) of the CompaniesAct, 2013. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere appreciation for the co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and Governmental authorities and finally to all shareholders for their trust and confidence reposed in the Company. Your Directors also thank the employees at all levels for their support and co-operation. On behalf of the Board of Directors For Ravindra Energy Limited Sd /-Vidya Murkumbi Director (Chairperson) DIN:00007588 Address: BC105, Havelock Road, Camp, Belgaum 590001Mumbai, August 14,2015 Registered Office: BC 105, Havelock Road, Camp Belgaum 590001, Karnataka Website: www.ravindraenergy.com CIN: L40104KA1980PLC075720 |