IND RENEWABLE ENERGY LIMITED (Formerly Known as Vakharia Power Infrastructure Limied)

Transcription

1 (Formerly Known as Vakharia Power Infrastructure Limied) 6th Annual Report

2 (Formerly Known as Vakharia Power Infrastructure Limited) (CIN : L40102MH2011PLC221715) ACCOUNTING YEAR ENDED 31st MARCH 2017 CONTENTS SR. NO. P A R T I C U L A R S PAGE NO. 1) Notice 2 2) Director's Report 11 3) Extract of Annual Return 18 4) Independent Auditor's Report 31 5) Balance Sheet 36 6) Statement of Profit & Loss Account 37 7) Cash Flow Statement 38 8) Notes Forming Part of Balance Sheet 39 9) Notes Forming Part of Profit & Loss Account 45 10) Notes on Accounts 46

3 6TH ANNUAL REPORT (Formerly Known as Vakharia Power Infrastructure Limited) (CIN: L40102MH2011PLC221715) BOARD OF DIRECTORS Mr. Jitendra K. Vakharia (DIN ) CEO & Director Mrs. Varsha J. Vakharia (DIN ) Director Mr. Dinesh P. Turakhia (DIN ) Independent Director Mr. Nitin Ishwarlal Parekh (DIN ) Independent Director KEY MANAGERIAL PERSON :- Mr. Kalpesh Kantilal Sanghvi Ms. Priya Dilip Shah (Resigned w.e.f 20th January, 2017) Ms Ruchita Birla (Appointed w.e.f 13th February2017 AUDITORS Chief Financial Officer Company Secretary Company Secretary M/s. K.S. MAHESHWARI & COMPANY (Chartered Accountants) 203, Shripad Darshan, Ayre Road, Dombivali (East) , Dist. Thane BANKERS Indian Overseas Bank LISTED AT The Bombay Stock Exchange, Mumbai REGISTERED OFFICE 67, Regent Chambers, 208, Nariman Point, Mumbai / Web Site: - REGISTRAR & SHARE TRANSFER AGENTS Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai Tel: / Fax: sharexindia@vsnl.com 1

4 NOTICE Notice is hereby given that the 6th Annual General Meeting of the Shareholders of Ind Renewable Energy Limited (Formerly known as Vakharia Power Infrastructure Limited) (CIN: L40102MH2011PLC221715) will be held on Friday, 8th September 2017 at 11:15 a.m at Kilachand Conference Room, 2nd Floor, IMC, Indian Merchants Chambers, Churchgate, Mumbai to transact the following business: ORDINARY BUSINESS 1. To consider and adopt the Audited Financial Statements for the year ended 31 st March 2017, the Financial Statements for the said Financial Year and the Report of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mrs. Varsha Jitendra Vakharia (DIN: ), who retires by rotation and being eligible, offers herself for re-appointment. 3. To pass the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and The Companies (Audit and Auditors) Rules, 2014, (the Rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendations of Audit Committee to appoint M/s. K S Maheshwari & Co., Chartered Accountants, Mumbai having ICAI Firm Registration No W, M/s. K S Maheshwari & Co., Chartered Accountants have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby appointed as Statutory Auditors of the Company for the financial year to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to service tax and re-imbursement of out of pocket expenses incurred by them in connection with the audit of Accounts of the Company. SPECIAL RESOLUTION FOR AUTHORISATION FOR MAKING INVESTMENTS IN EXCESS OF THE LIMITS SPECIFIED U/S 186 OF THE COMPANIES ACT, To consider and if thought fit, to pass the with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 186 and any other applicable provisions of the Companies Act, 2013( the Act ) and rules made there under (including any statutory modification(s) thereof for the time being in force and as may be enacted from time to time), subject to such approvals, consents, sanctions and permissions, as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the Board, which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution) to invest / acquire the securities of any other body corporate including its subsidiary company(ies) by way of subscription / purchase or otherwise, upto a sum of Rs. 20 Crores (Rupees Twenty Crores only) notwithstanding that the aggregate of the investments, loans and guarantees so far made together with the investments to be made will exceed the limits prescribed under Section 186 of the Act. RESOLVED FURTHER THAT the Board be and is hereby authorised to take from time to time all decisions and steps necessary, expedient or proper, in respect of the above mentioned investment(s) including the timing, the amount and other terms and conditions of such transactions and also to take all other decisions including varying any of them, through transfer or sale, divestment or otherwise, either in part or in full, as it may, in its absolute discretion, deem appropriate, subject to the specified limits for effecting the aforesaid transactions. SPECIAL RESOLUTION FOR RECLASSIFICATION OF SHAREHOLDER FROM PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY 5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to provisions of Regulation 31A(2) read with Regulation 31A(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) including any amendments made thereto or any other applicable provisions of Listing Regulations and other applicable laws, consent of the members of the Company be and is hereby given to reclassify Mrs. Leena D. Dadia Jt. with Ami D. Dadia (Applicant), holding equity shares of the Company constituting 8.46% of the issued and paid-up share capital of Company, from Promoter Category to Public Category since the Applicant is neither involved in the management nor hold any controlling stake in the Company and also not entered into any Shareholders Agreement with the Company nor have they got any Veto Rights or Special Information Rights or Special Rights as to voting power or control of the Company. 2

5 6TH ANNUAL REPORT RESOLVED FURTHER THAT it is hereby confirmed that that the Applicant does not hold, individually or in aggregate, more than 10% of the paid-up equity capital of the Company; that the Applicant does not have any special rights through formal or informal arrangements/ agreements; that the Applicant, does not and shall not act as Key Managerial Personnel for a period of more than 3 years from the date of shareholders approval. that the Applicant does not, directly or indirectly, exercise control over the affairs of the Company RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board or the officers authorized by the Board in this regard be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company. SPECIAL RESOLUTION FOR CONSOLIDATION OF SHARE CAPITAL OF THE COMPANY 6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 61(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification, amendment or re-enactment thereof for the time being in force), and provisions of the Articles of Association of the Company, and subject to the approval(s), consent(s), permission(s) and sanction(s) as may be necessary or, required from any authority and subject to such conditions as may be agreed to by the Board of Directors of the Company (hereinafter referred as "the Board" which term shall be deemed to include any Committee thereof or any such officer of the Company as the Board may deem fit), consent of the Company is hereby accorded for consolidation of every 10 equity shares of Re. 1/- each to 1 equity share of Rs. 10/- each, i.e. 10,00,00,000 (Ten crore) equity shares of the nominal value of Re. 1/- each in the Authorized Share Capital of the Company be consolidated into 1,00,00,000 (One crore) equity shares of Rs. 10/- each AND THAT Clause V (being Capital Clause) of the Memorandum of Association of the Company and Article no. 3 of the Articles of Association of the Company be altered accordingly. RESOLVED FURTHER THAT the subscribed and fully paid up Equity Share Capital of the Company comprising of 3,02,73,600 equity shares of Re. 1/- each be consolidated into 30,27,360 equity shares of Rs. 10/- each aggregating to Rs. 3,02,73,600/- (Rupees Three Crores Two Lacs Seventy three Thousand Six Hundred Only), as on the Record date to be determined by the Board for this purpose. RESOLVED FURTHER THAT upon consolidation of the Equity shares of the Company as aforesaid, every 10 (Ten) equity shares of face value of Re. 1/- (Rupee One only) each fully paid-up held by a shareholder as on the Record Date shall stand consolidated into 1 (One) equity share of the face value of Rs. 10/- (Rupees Ten only) each fully paid-up with effect from the Record Date. RESOLVED FURTHER THAT on consolidation as mentioned above, the consolidated equity shares shall rank pari passu in all respects and carry the same rights as the existing fully paid Equity shares of the Company and shall be entitled to dividend(s) after consolidation of equity shares, if declared/ recommended by the Board and subsequently approved by the shareholders. RESOLVED FURTHER THAT upon consolidation of the Equity shares of the Company as aforesaid, the existing share certificates in relation to the existing Equity shares of the face value of Re. 1/- (Rupee One only) each fully paid-up held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date and that no letter of allotment shall be issued to the allottees of the new Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid-up on consolidation and the Company may without requiring the surrender of the existing equity share certificates directly issue and dispatch the new share certificates of the Company, in lieu of such existing share certificates and in the case of the Equity shares held in the dematerialized form, the number of consolidated Equity shares be credited to the respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity shares of the Company before consolidation. RESOLVED FURTHER THAT no shareholder shall be entitled to a fraction of a share and all fractional entitlements resulting from the consolidation shall be aggregated into whole shares and the number of shares so arising shall be held by a Trustee appointed by the Board who shall dispose off the said shares in the market at the best available price in one or more lots and the decision of the Trustee in this regard shall be final and binding to all concerned. The Trustee shall hold the net sale proceeds of all such shares after deducting there from all costs, charges and expenses of such sale and shall thereafter distribute such sale proceeds to the members of the Company in proportion to their fractional entitlements. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to fix a Record Date and to take all the necessary steps to facilitate the legal and/or procedural formalities including requisite approvals 3

6 and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with the power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board of the Company to secure any further consent or approval of the members of the Company and to delegate any of its powers to such officer of the Company as the Board may think fit. SPECIAL RESOLUTION FOR ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY 7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT in accordance with section 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013, Capital Clause V of Memorandum of Association of the Company be deleted and in its place the following clause V be substituted: V. The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each, capable of being increased or reduced in accordance with the Company s regulations and legislative provisions for the time being in force in that behalf and also with the power to increase and reduce the said Capital of the Company and to divide the said shares in the capital for the time being into several classes and to attach thereto respectively the said preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate such rights, privileges or conditions in such manner as may be permitted by law or provided by the Articles of Association for the time being of the Company. SPECIAL RESOLUTION FOR ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY 8. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of section 14 and all other applicable provisions of the Companies Act, 2013, if any, the Articles of Association of the Company be and are hereby altered by deleting existing Article no. 3 and substituting in its place following Article no. 3: 3. The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) Equity shares of Rs. 10/- (Rupees Ten only) each. Regd Office: For & on behalf of the Board IND Renewable Energy Limited (Formerly Known as Vakharia Power Infrastructure Ltd) 67, Regent Chambers, Sd/- 208, Nariman Point Mumbai Date: 4 th July, 2017 Place: Mumbai Ruchita Birla Company Secretary 4

7 6TH ANNUAL REPORT NOTES: 1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The proxy to be effective should be lodged at the Registered Office of the Company not later than 48 hours before the commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to Special Business is annexed hereto. 3. The Register of Member and the Share Transfer Books of the Company will remain closed from Friday, 1 st September 2017 to Friday, 8 th September 2017 (both days inclusive). 4. Details under Regulation 36(3) of the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 ( Listing Regulations, 2015) with the Stock Exchange, in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment / re-appointment. 5. Electronic copy of the 6 th Annual Report , inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose IDs are registered with the Company/ Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their address, physical copies of the Notice of the 6 th Annual Report , inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the physical mode. 6. Members are requested to :- i. Write to the Company at least 7 days before the date of the meeting in case they ii. iii. iv. Desire any information as regards the Audited Accounts for the financial year ended 31 st March 2017 so as to enable the Company to keep the information ready. Bring their copy of the Annual Report, Attendance slip and their photo identity proof at the Annual General Meeting. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately about any change in their address. Where the shares are held in electronic form, such change is to be informed to the Depository Participant (DP) and not to the Company/ R&TA. v. Quote Registered Folio no. or DP ID/Client ID no. in all their correspondence. vi. vii. viii. Approach the R&TA of the Company for consolidation of folios. Avail of Nomination facility by filing in and forwarding the nomination form to the R&TA, if not already done. Send all share transfer lodgments (physical mode)/ correspondence to the R&TA of the Company, Sharex Dynamic (India) P Ltd. Unit-1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai upto the date of book closure. 7. Corporate Members are requested to forward a certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting. 8. Map of the venue of the AGM is given at the note no The Company has listed its shares on the BSE Limited. The listing fees till date have been paid. 10. All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 3:00 p.m. on all working days except Saturdays, Sundays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof. 11. The Company is supporting Green Initiative in Corporate Governance, a step taken by the Ministry of Corporate Affairs wherein the service of various documents including Notice, Directors Report, Annual Accounts and various correspondences by a Company can be made through electronic mode which shall also be in compliance with the provisions of Section 20 of the Companies Act,

8 Supporting this initiative the Company sends its Annual Report to the members whose ids are available in electronic form. To support this initiative in full measure, Members who have not registered their address with the Depository through their concerned Depository Participants (DPs) are requested to register the same with their DPs. Members who hold shares in physical form are requested to register their address with M/s. Sharex Dynamic (India) P Ltd. Unit-1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai In case you desire to receive the documents mentioned above in physical form or register or change your address, you are requested to send an to vakinvst@gmail.com 12. In terms of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the Company has made arrangement to its members to exercise their right to vote at Annual General Meeting by electronic means. 13. The members shall note that the facility for voting shall also be provided at the meeting through poll paper and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their voting rights at the meeting. If the members have already cast their vote by remote e-voting prior to the meeting they may attend the meeting but shall not be entitled to cast their vote again and his vote, if any, cast at the meeting shall be treated as invalid. 14. The voting period begins on Tuesday, 5 th September, 2017 at 9:00 a.m. and ends on Thursday, 7 th September, 2017 at 5:00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 1 st September 2017 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. For Members receiving on their registered ids from NSDL: a. Open the attached PDF file e-voting.pdf giving your Client ID (in case you are holding shares in demat mode) or Folio No. (in case you are holding shares in physical mode) as password, which contains your User ID and Password for e-voting. Please note that the password is an initial password. b. Launch internet browser by typing the URL c. Click on Shareholder Login. d. Put User ID and password as initial password noted in step (1) above and Click Login. e. Password Change Menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. f. Home page of e-voting opens. Click on e-voting: Active Voting Cycles. g. Select EVEN of. h. Members can cast their vote online Tuesday, 5th September, 2017 at 9:00 a.m. and ends on Thursday, 7 th September, 2017 at 5:00 p.m. E-Voting shall not be allowed beyond 5.00 pm on Thursday 7th September, 2017 i. Now you are ready for e-voting as Cast Vote page opens. j. Cast your vote by selecting appropriate option and click on Submit and also Confirm, when prompted. Kindly note that vote once casted cannot be modified. k. Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through sanjayrd65@yahoo.com with a copy marked to evoting@nsdl.co.in. For Members whose address is not registered: a. Initial password is provided separately in the Annual report posted for the AGM: EVEN (e-voting Event Number) USER ID PASSWORD/PIN b. Please follow all steps from Sl. No. 14 (b) to Sl. No. (k) above, to cast vote. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the download section of or call on toll free no.:

9 6TH ANNUAL REPORT d. If you are already registered with NSDL for remote e-voting, you can use your existing user ID and password/pin for casting your vote. e You can also update your mobile number and id in the user profile details of the folio which may be used for sending future communication(s) f. Voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date, 1 st September,2017 g. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date, 1 st September,2017 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password option available on or contact NSDL at the following toll free no.: h. A member may participate in the AGM even after exercising his right to vote through e-voting but shall not be allowed to vote again at the AGM. i. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper. 15. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 1 st September, Mr. Sanjay Dholakia, Practising Company Secretary has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. At the Annual General Meeting the Chairman shall provide voting facilities for the attending members who have not cast their votes electronically through poll. 17. The Scrutinizer shall immediately after the conclusion of voting at the Annual General meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make, within a period not exceeding three (3) days from the conclusion of the meeting a Consolidated Scrutinizer s Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorised by him in writing who shall countersign the same. 18. The Chairman or the authorised person shall declare the results of the voting forthwith and the results declared alongwith the report of the scrutinizer shall be placed on the website of the Company i.e. and on the website of NDSL. 19. Map of venue of AGM: 7

10 Details of Directors seeking re-appointment at the forth coming Annual General Meeting. Name Mrs. Varsha Jitendra Vakharia Date of Birth 25/08/1958 Qualification M.A Nature of Expertise General Administration Experience 11 years Name of other Public Companies in which holds Directorship Everlon Synthetics Limited Vakharia Financial Services Limited Name of other Companies in Committees of which holds Membership/ NIL Chairmanship Shareholding in IND Renewable Energy Limited 10,24,305 Shares EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 4 AUTHORISATION FOR MAKING INVESTMENTS IN EXCESS OF THE LIMITS SPECIFIED U/S 186 OF THE COMPANIES ACT, 2013 In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate as and when required. It is proposed to authorise Board of Directors to make investments upto a sum of Rs.20 Crores (Rupees Twenty Crores only), notwithstanding that the aggregate of the investments, loans and guarantees so far made together with the investments to be made will exceed the limits prescribed under Section 186 of the Act. As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company can make any loan, investment or give guarantee or provide any security beyond the prescribed ceiling of i) Sixty per cent of the aggregate of the paid-up capital and free reserves and securities premium account or, ii) Hundred per cent of its free reserves and securities premium account, whichever is more, if special resolution is passed by the members of the Company. The Board accordingly recommends the Special resolution for approval of the members. None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise in this resolution except as members. ITEM NO. 5 RECLASSIFICATION OF SHAREHOLDER FROM PROMOTER GROUP CATEGORY TO PUBLIC CATEGORY The Company had received a letter dated 28/06/2017 from Mrs. Leena D. Dadia Jt. Ami D. Dadia (Applicant) falling under the category of Promoters/Promoter Group of the Company requesting to be reclassified from the category of Promoters/Promoter Group to Public category : The Applicant holds equity shares of the Company constituting 8.46% of the issued and paid-up share capital of Company. They do not exercise any control over the Company and also not engaged in the management of the Company. They neither have representation on the Board of Directors of the Company nor hold any Key Management Personnel position in the Company. The Company has also not entered into any Shareholders Agreement with them. Further they do not have any Special Rights as to voting power or control of the Company nor any Special Information Rights. Based on the letters received from the Applicant, the matter was discussed by the Board of Directors of the Company at their meeting held on 04 th July, 2017 and Board decided to get the Applicant re-classified from the category of Promoter to Public with the approval of the Stock Exchanges. A re-classification may also be permitted by the stock exchanges under the main Listing Regulation No. 31A(2) itself read with the additional conditions specified under Regulation 31A (7) of Listing Regulation. The sum totals of conditions under the two sub regulations are as follows: (i) (ii) (iii) A request for reclassification is to be made by the concerned listed entity or by the concerned shareholders/ to stock exchanges; All relevant evidence to be provided; Reclassified promoter shall not directly or indirectly exercise control over the affairs of entity; 8

11 6TH ANNUAL REPORT (iv) (v) Increase in the level of public shareholding pursuant to reclassification of promoters shall not be considered towards achieving compliance with minimum public shareholding requirement under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and The event of reclassification shall be disclosed to the stock exchanges as a material event in accordance with the provisions of Listing Regulations. All the conditions specified under Regulations 31A(2) and 31A(7) of Listing Regulation have been duly complied with by the Company. The Company s case of re-classification of promoter does not fall under the Regulation 31A (4), 31A (5) and 31A (6) of Listing Regulations which requires the approval of Shareholders. However, to satisfy the requirements of Stock Exchange and also, by way of a good Corporate practice, the Company has decided to obtain member s approval. Mrs. Leena D. Dadia Jt. Ami D. Dadia (Applicant) are related to Shri. Jitendra K. Vakharia and Smt. Varsha J. Vakharia, Directors of the Company, save and except that none of the other Directors/Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the special resolution except to the extent of their shareholding, if any, in the Company. The Board, therefore recommends the Resolution for approval of the members as Special Resolution. ITEM NOS. 6, 7 & 8 CONSOLIDATION OF SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDMENTS TO THE MEMORANDUM & ARTICLES OF ASSOCIATION OF THE COMPANY The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees Ten crores) divided into 10,00,00,000 (Ten crore) equity shares of face value of Re. 1/- each (Rupee One each). The Board of Directors of the Company subject to requisite approval and consent resolved to consolidate 10 equity shares of Re. 1 each into 1 equity share of Rs. 10/- each and consequently alter the Clause V (being Capital Clause) of the Memorandum of Association of the Company and Article no. 3 of the Articles of Association of the Company. The Board is of the view that the aforesaid restructuring would help the Company to give a better picture of Earnings per share to the equity shareholders of the Company. The proposed share consolidation will not involve payment to any shareholder of any paid-up capital of the Company, and has no effect on the shareholders' funds of the Company. Shareholders will not be required to make any payment to the Company in respect of the proposed share consolidation. Each consolidated share will rank pari passu in all respects with each other. The proposed share consolidation will generally be beneficial to its Shareholders as it may serve to reduce the fluctuation in magnitude of the Company's market capitalisation. This may, in turn, increase market interest in the shares and generally make the shares more attractive to investors. The proposed share consolidation will also rationalise the share capital of the Company by reducing the number of shares outstanding. As a result of the proposed share consolidation, there would be an immediate reduction in the number of shares. Hence, the Company shall benefit from easier management of a smaller number of shares. Further, it believes that overhead costs incurred on servicing the fragmented minority shareholding will be reduced significantly post consolidation. The Record Date for the aforesaid consolidation of the equity shares will be fixed by the Board after the approval of the Members. On the record date, all fractional entitlements resulting from the consolidation shall be aggregated into whole shares and the number of shares so arising shall be held by a Trustee appointed by the Board who shall dispose off the said shares in the market at the best available price in one or more lots and the decision of the Trustee in this regard shall be final and binding to all concerned. The Trustee shall hold the net sale proceeds of all such shares after deducting there from all costs, charges and expenses of such sale and shall thereafter distribute such sale proceeds to the members of the Company in proportion to their fractional entitlements. The Board is of the opinion that the decision of consolidation is in the best interest of the Members and hence recommends the three special resolutions for your approval. 9

12 A copy of Memorandum of Association of the Company along with the proposed amendments is available for inspection for the members of the Company at the Registered Office of the Company on all working days between a.m. to 1.00 p.m. upto the date of Annual General Meeting. None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said three resolutions, except to the extent of their equity holdings in the Company. By Order Of the Board of Directors Regd Office: For & on behalf of the Board IND Renewable Energy Limited (Formerly Known as Vakharia Power Infrastructure Ltd) 67, Regent Chambers, Sd/- 208, Nariman Point Mumbai Date: 4 th July, 2017 Place: Mumbai Ruchita Birla Company Secretary 10

13 6TH ANNUAL REPORT DIRECTORS REPORT [(Disclosure under Section 134(3) of the Companies Act, 2013) {Read With Companies (Accounts) Rules, 2014}] Dear Shareholders,. Your Directors are pleased to the 6thAnnual Report of your Company and the Audited Financial Statements for the year ended 31st March Financial Summary or Highlights/ Performance of the Company: Particulars Standalone (Amount in Rupees) FY FY Revenue from Operations 4,32,805 0 Other Income 36,68,076 74,42,378 Profit before depreciations & tax 14,34,014 48,25,840 Less: depreciation 6,91,754 5,91,395 Profit before tax 7,42,260 42,34,445 Provision for taxation (incl. deferred tax) 1,00,000 7,50,000 Profit/ (Loss) for the year carried to Balance Sheet 6,42,260 34,84,445 During the year under review, the Company s revenue stood at 41,00,881/- as against Rs. 74,42,378/- in the previous year. The Company has earned a Net profit of Rs.6,42,260/- as compared to the net profit of Rs. 34,84,445/- during the previous accounting year. 2. Appropriations a. Dividend: In view to conserve the resources, your Directors do not recommend any dividend for the financial year ended b. Reserves: During the financial year, the company does not propose to carry any amount to reserves. 3. Brief description of the Company s working during the year/ state of Company s affair: During the year, the company has successfully commissioned a 100 KW Roof Top Solar Plant in Mumbai. The revenue from operations of the company is Rs. 4,32,805/-. (Previous year Rs.NIL). Further the Company is exploring new opportunities to expand its business in the coming years. Performance of the company has improved thereby reflecting in increased Market Capitalization of the company. Market Capitalization has increased from Rs 5.90 Crores in FY to Rs 7.38 Crores in FY Change in the nature of business, if any: There was no change in nature of business. 5. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report: No material changes have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report. 6. 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: There were no orders passed by the regulators or courts or tribunals impacting the going concern status and Company s operations in future. 11

14 7. Details of Subsidiary/ Joint Ventures/ Associate Companies: During the year under review, the company had significant influence in M/s. IND Renewable Solar Private Limited as per section 2(6) of Companies Act, 2013 and was regarded as its Associate Company, having its registered office in the state of Maharashtra to carry on the business of generating, transmitting and dealing with all aspect of Thermal, Hydro, Nuclear, Solar, Wind power and power generated through Non conventional/renewable Energy. However during the year, the Company ceases to carry significant influence in the latter Company and hence it ceased to be its Associate Company. 8. Auditors: a. Statutory Auditor M/s. K S Maheshwari & Co., (Firm Registration No W ) Chartered Accountants was appointed as Statutory Auditor of the Company and to hold office from the conclusion of the 5 th Annual General Meeting till the conclusion of 6 th Annual General Meeting. b. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Sanjay Dholakia & Associates, Mumbai was appointed as Secretarial Auditor for the Financial Year A Secretarial Audit Report in Form MR-3 given by M/s Sanjay Dholakia & Associates has been provided in an Annexure which forms part of the Directors Report. There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors and Secretarial Auditor in their report and therefore, there are no further explanations to be provided for in these reports. 9. Extract of the Annual Return: In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT 9 is appended as Annexure 2 of the Board s Report. 10. Conservation of energy, technology absorption and foreign exchange earnings and outgo: A. Conservation of energy: As the nature of our operations is covered under conservation of energy itself, there are no separate activities under the head of Conservation of Energy. i. The steps taken or impact on conservation of energy: ii. iii. On installation of Solar Plants, Renewable Energy is generated which itself saves energy as compared to Power generated from traditional thermal plants. The steps taken by the Company for utilizing alternate sources of energy: The Company s activities include setting up of roof top Solar Plants to conserve energy. The capital investment on energy conservation equipments: The Company intends to install Roof Top Solar Plants which will incur capital cost. Foreign Exchange Earnings and Outgo: Current Year Previous Year Foreign Exchange Earnings and Outgo NIL NIL 11. Directors and Key Managerial Personnel: There were no changes in Directors by way of appointment, re-designation, death or disqualification, variation made or withdrawn. Ms. Ruchita Birla was appointed as Company Secretary w.e.f 13th February, 2017 in place of Ms Priya Shah who resigned as Company Secretary w.e.f 20th January, 2017 Mrs. Varsha J Vakharia, Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act,

15 6TH ANNUAL REPORT 12. Annual Evaluation of Board s Performance: Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the Listing Agreement/Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees. Directors: i. Independent Directors: The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving growth and continuance of each Independent Director on the Board will be in the interest of the Company. ii. Non-Independent Directors: The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership. iii. Declaration by an Independent Director(s) and re-appointment, if any: All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6). 13. Board Meeting and Committee meetings of the Board: During the year under review, the Company has conducted 5 (Five) Board Meetings on 30th May 2016, 12th August 2016, 12rd November 2016, 16th January, 2017 and 13rd February Currently the Board has 4 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and Listing Agreement/ Regulations, are as follows: Attendance No. of Meeting Attended Last AGM Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Share Transfer Committee Total Meetings 5 Yes Mr Jitendra K Vakharia 5 Yes Mrs Varsha J Vakharia 5 Yes Mr Nitin I Parikh 4 Yes Mr Dinesh P Turakhia 5 Yes Meeting of Independent Directors of the company was held on 14th February, 2017 as required under Regulation 25 of SEBI( Listing Obligation and Disclosure Requirement), Particulars of loans, guarantees or investments under section 186: Details of the investments, purchase of securities by the company under Section 186 of the Companies Act, 2013 are specified in notes to accounts. During the year under review, the Company has not provided any loans, gave guarantees under Section 186 of the Companies Act, Particulars of contracts or arrangements with Related Party: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure 1 to the Board s Report. 13

16 16. Directors Responsibility Statement: As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that: a) In preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from them; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis; e) The Directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 17. Managerial Remuneration: A) Details of the ratio of the remuneration of each director to the median employee s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Company has not paid any remuneration except sitting fees to the Directors of the Company and hence the information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not furnished. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, Management Discussion and Analysis Report: Management Discussion and Analysis Report for the financial year under review as stipulated in Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section forming part of Director Report as Annexure Corporate Governance: In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report. However the Company continues to adheres the best practices prevailing in Corporate Governance and follows the same in its true spirit. 20. Corporate Social Responsibility (CSR): In line with the new provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee. 21. Internal Financial Control System and their Adequacy: Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. 14

17 6TH ANNUAL REPORT 22. Risk Management Policy: There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed. 23. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 : Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/ pending with the Company during the year. 24. Disclosure under Regulation 39 and Schedule VI of Listing Regulations : Details of Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI are as follows: Description No. of Records No. of Equity Shares of Rs.1 Each No of shareholders and outstanding shares at the beginning of the year 437 7,33,800 No. of shareholder s request received for transfer of shares during the year 1 6,000 No. of shareholders to whom shares Transferred during the year 1 6,000 No of shareholders and outstanding shares at the end of the year 436 7,27,800 The voting rights on the above shares shall remain frozen till the rightful owner of such shares claims the shares. 25. CONSOLIDATION OF SHARE CAPITAL The Board of Directors have, subject to approval of Members, approved consolidation of every 10 equity shares of Re.1/- each to 1 equity share of Rs.10/- each, and consequential amendments be made in the Memorandum of Association and the Articles of Association of the Company and also the subscribed and fully paid up Equity Share Capital of the Company. The proposed consolidation is in the best interest of the members of the company. 26. RECLASSIFICATION OF SHAREHOLDER The Board of Directors have, subject to approval of Members, approved an application received from one of the Members of the Company (Mrs. Leena D. Dadia Jt. with Ms. Ami D. Dadia holding equity shares of the Company constituting 8.46% of the issued and paid-up share capital of Company}, requesting to reclassify them from Promoter Category to Public Category. The shareholding of Promoters after proposed re-classification will be 40.65% of the issued and paid-up share capital of Company. Mrs. Leena D. Dadia Jt. Ami D. Dadia (Applicant) are related to Shri Jitendra K. Vakharia and Smt. Varsha J. Vakharia, Directors of the Company. 15