<dhhead>BOARDS REPORT</dhhead>
To the members of
Kintech Renewables Limited,
Your Directors are pleased to present the 38th Annual Report
on the business and operations of your Company along with the Audited Financial Statement
for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE:
The Companys financial performance for the year under review
along with the previous years figures is given hereunder:
( In Lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
155.88 |
3.74 |
Add : Other income |
102.47 |
57.86 |
Total revenue |
258.35 |
61.60 |
Operating expenses |
231.64 |
20.30 |
EBITDA |
26.71 |
41.30 |
Less : Finance cost |
- |
0.43 |
Less : Depreciation and amortization |
0.02 |
0.02 |
Profit before tax (PBT) |
26.69 |
40.85 |
Less : Tax expense |
6.98 |
10.78 |
Profit after tax for the year (PAT) |
19.71 |
30.07 |
The Companys gross revenue in financial year 2022-23 increased
significantly by 319% from 61.60 lakhs to 258.35 lakhs. The EBITDA decreased by 35% from
41.30 lakhs to 26.71 lakhs for the year under review. The net profit of the Company also
decreased by 34% from 30.07 lakhs to 19.71 lakhs during the year under review.
DIVIDEND
In order to augment the resources, the Board of Directors has deemed it
prudent not to recommend dividend to the shareholders of the Company for the year ended
March 31, 2023.
TRANSFER TO RESERVES
The Board of Directors of your Company, has decided not to transfer any
amount to the Reserves for the year under review.
OVERVIEW
India displayed resilience in an otherwise dull economic environment
registering strong GDP growth. This growth was underpinned by Government thrust on capital
expenditure and robust private consumption.
While inflation remained elevated throughout the year, RBIs
interventions helped scale inflation below the upper tolerance levels towards the close of
the fiscal. Despite a dismal global economic environment, India recorded its highest
export numbers. The Governments revenue collection also scaled new heights.
Optimism in India soared with the announcement of the Union Budget
2023-24, which allocated a massive amount to world-class infrastructure creation, the
benefit of which is expected to cascade to multiple sectors.
India is likely to retain its spot among the fastest-growing major
economies in the world in FY24, although estimates suggest a dip in GDP. This conservative
assessment is due to global risks that could impact India's progressive journey.
BUSINESS PERFORMANCE
Your Company was an Independent Power Producer Company engaged in the
business of power generation, electric power, light and supply and to generate and
accumulate electric power and renewable energy i.e. wind, solar. Further, the company is
also Engineering, Procurement and Construction (EPC) Company which is in the business of
turnkey wind / solar power solutions like wind farm / solar rooftop development, wind
power generation and wind turbine installation and maintenance services.
However, post closure of the financial year your Company had altered
its main objects and diversify the business activity into trading and initiated activities
relating to B2B trading of building material products. The Company was also in the process
of appointing channel partners to penetrate the construction sector.
Branding initiatives continued throughout the year through social media
campaigns and other electronic media to enhance product and brand visibility.
PROSPECTS
Resurgence in the real estate sector provides considerable promise for
improved business performance. Further reduced inflationary pressures and stability in
input prices suggest improved profitability going forward. The Companys focus on
strengthening its presence further in the building products segment should improve
margins.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls within
the meaning of Section 134(5)(e) of the Companies Act, 2013 (the Act). For the
financial year ended March 31, 2023, the Board is of the opinion that the Company had
sound Internal Financial Controls commensurate with the size and nature of its operations
and are operating effectively and no reportable material weakness was observed in the
system during the year.
Based on annual Internal Audit programme as approved by Audit Committee
of the Board, regular internal audits are conducted covering all offices and key areas of
the business. Findings are placed before Audit Committee, which reviews and discusses the
actions taken with the management. The Audit Committee also reviews the effectiveness of
Companys internal controls and regularly monitors implementation of audit
recommendations.
There are existing internal policies and procedures for ensuring the
orderly and efficient conduct of business, including adherence to the Companys
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures.
ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Act, the
Annual Return as required under Section 92 of the Act for the financial year 2022-23, is
available on the Companys website at https://kintechrenewables.com.
SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES pg. 4
During the year under review, the Company had no subsidiary, joint
venture(s) or associate(s) companies. Hence, disclosure in form AOC-1 is not applicable to
the Company.
DEPOSITS
Your Company has neither accepted nor renewed any public deposits
within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits)
Rules, 2014, during the year under report.
LISTING OF SHARES AND LISTING FEES
The equity shares of the Company are listed on BSE Limited vide Scrip
Code 512329. The Company confirms that it has paid the annual listing fees for the
Financial Year 2023-24 to BSE Limited, Mumbai.
SHARE CAPITAL
As on March 31, 2023, the authorized share capital of the Company stood
at 6,00,00,000/- (Rupees Six Crore only) divided into 60,00,000 (Sixty Lakh) equity shares
of 10/- (Rupees Ten only) each.
The paid up Equity Share capital of the Company as on March 31, 2023
was 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh Only) equity
shares of 10/- (Rupees Ten only) each.
Post closure to the year under review, the Company had allotted
30,00,000 (Thirty Lakh) equity shares on preferential basis, on July 10, 2023, to persons
belonging to Non-Promoter category of face value of Rs. 10/- each at an issue
price of Rs. 450/- per equity share aggregating upto Rs. 135,00,00,000/- (Rupees One
Hundred Thirty Five Crore Only) in accordance with provisions of Chapter V of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.
Consequent to the said allotment, the Paid-up Equity Share Capital of
the Company stand increased to Rs. 4,00,00,000 (Four Crore Only) divided into 40,00,000
(Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
The Company has neither issued shares with differential voting rights
nor has issued any sweat equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and in
terms of Articles of Association of the Company, Ms. Khushboo Singhal will retire at the
ensuing Annual General Meeting (AGM) and being eligible, offers herself for reappointment.
The Company has received declaration from all the Independent Directors
of the Company, confirming that they meet the criteria of independence as prescribed both
under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(the Listing Regulations).
In the opinion of the Board all the Independent Directors are person of
integrity and having requisite expertise, skills and experience (including the
proficiency) required for their role and are independent of the management.
Composition of the Board of Directors of the Company as on 31.03.2023:
1. Ms. Khushboo Singhal (DIN: 09420048) - Managing Director
(Executive)
2. Mr. Gaurank Singhal (DIN: 09081559) - Director (Non-Executive
and Non-Independent)
3. Mr. Prakash Kumar Singh (DIN: 06398868) - Director
(Non-Executive and Independent)
4. *Mr. Arihant Chopra (DIN: 09436637) - Director (Non-Executive
and Independent)
*Mr. Arihant Chopra (DIN: 09436637) was appointed as Non-Executive and
Independent Director of the Company w.e.f. May 26, 2022.
Note: Post closure of the financial year 2022-23 there were following
changes in the Composition of the Board and KMPs:
1. Ms. Khushboo Singhal was re-designated as Non-Executive
Director of the Company w.e.f. April 3, 2023;
2. Mr. Gaurank Singhal resigned from the position of the
Director of the Company w.e.f. April 3, 2023;
3. Mr. Shivkumar Niranjanlal Bansal was appointed as additional
and whole time director (Joint MD) of the Company w.e.f. April 3, 2023;
4. Mr. Sachin Kumar (M. No. A61525) was appointed as the Company
Secretary & Compliance Officer w.e.f. April 3, 2023; and
5. Ms. Richa Srivastava resigned from the position of Company
Secretary & Compliance Officer w.e.f. April 3, 2023.
EVALUATION OF BOARD
The Evaluation of the Board of Directors, its committee, individual
Directors (Independent and Non-independent Directors) was carried out as per the process
and criteria laid down by the Board of Directors based on the recommendation of the
Nomination and Remuneration Committee.
During the year, the Board adopted a formal mechanism for evaluating
its performance as well as that of its Committees and individual Directors. The exercise
was carried out through a structured evaluation process covering various aspects of the
Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties & obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of individual Directors, who
were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgement, safeguarding of minority shareholders interest, ability
to guide the Company in key matters, knowledge, and understanding of relevant areas, and
responsibility towards stakeholders etc. The feedback on the evaluation of Individual
Directors were discussed individually with them. During the year under review, in line
with the requirements under the Act, the Independent Directors had a separate Meeting on
February 13, 2023 without the presence of the Management team and the Non-Independent
Directors of the Company to review the matters as required by Schedule IV of the Act and
the Listing Regulations. The Independent Directors reviewed the performance of
Non-Independent Directors and the Board as a whole, 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.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR
The Board has adopted Nomination and Remuneration Policy to align with
the requirement of Companies Act, 2013 and SEBI (LODR) Regulations and formulated
Nomination Remuneration and Evaluation Policy as under:
POLICY ON DIRECTORS APPOINTMENT
The Nomination and Remuneration Committee (NRC) has approved the
criteria and process for identification /appointment of Directors which are as under:
A. Appointment Criteria and Qualifications:
The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP or
at Senior Management level and recommend to the Board his / her appointment.
i. A person should possess adequate qualification, expertise and
experience for the position he / she is considered for appointment. The Committee has
discretion to decide whether qualification, expertise and experience possessed by a person
is sufficient / satisfactory for the concerned position. ii. The Company shall not appoint
or continue the employment of any person as Whole-time Director who has attained the age
of seventy years. Provided that the term of the person holding this position may be
extended beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice for such
motion indicating the justification for extension of appointment beyond seventy years.
iii. The Committee has discretion to consider and fix the criteria for appointment /
selection of the most suitable candidates for the Company.
B. Recommendation of appointment for approval of Board:
If the candidate is able to satisfy the criteria laid down by the
Committee, the Committee shall recommend appointment of such person for approval of the
Board, after completion of the selection process.
The Committee may recommend the candidates to the Board when:
i. any vacancy in the Board is required to be filled due to resignation
or retirement of any Board Member, or ii. any vacancy arisen out of annual performance
evaluation of the Board, or iii. any vacancy as a result of end of tenure in accordance
with the Act, Rules made thereunder and in terms of applicable regulations of LODR, or iv.
any change required in the Board on account of its diversity policy, or v. any change
required by the law.
C. Positive attributes of Directors / Independent Directors:
Directors to:
i. Demonstrate integrity, trustworthiness and ability to handle
situations of conflict ii. Update their knowledge and skills with the latest developments
in legal provisions, in the renewable energy industry and also in the market conditions in
which the Company operates; iii. Devote sufficient time and attention to the business and
to address issues proactively; iv. Take independent judgment on issues of business
strategy, risk management, key appointments and code of conduct; v. Develop an effective
relationship with Board Members and the senior management; vi. Protect the interests of
the Company, its stakeholders and employees; Independent Directors of the Company shall
also meet the requirements of the Act read with the Rules made thereunder and provisions
of the relevant regulations of LODR, as in force and as amended from time to time.
Independent Directors of the Company shall also meet the requirements
of the Act read with the Rules made thereunder and provisions of the relevant regulations
of LODR, as in force and as amended from time to time.
D. Standards of Independence:
The Committee shall lay down criteria to evaluate the independence of
Directors for recommending to the Board for appointment / reappointment. A Director is
independent if he /she does not have a direct or indirect material pecuniary relationship
with the Company, including its affiliates or any member of senior management. Also, the
candidate shall be evaluated based on the criteria provided under the applicable
provisions of the Act read with Rules thereon and LODR. In addition to applying these
guidelines, the Board will consider all other relevant facts and circumstances in making
its determination relating to an independence of a Director.
E. Evaluation of performance and Independence Review Procedures:
The Committee shall determine a process for evaluating the performance
of every Board Member, the Committees of the Board and the Board on an annual basis. The
Committee shall also review its own performance on an annual basis. The Committee may also
take the support of external experts for this purpose.
i. Annual Evaluation: The Board will determine the independence for the
independent director on an annual basis upon the declaration made by such independent
director. ii. Determination of Directors Independence: The Board shall determine
independence of candidate to the position of independent director prior to appointment in
case his/her appointment is considered between two Annual General Meetings of the Company.
iii. Change of Independent Status: Each director shall inform the Board with respect to
any change in his / her independent status.
F. Evaluation of performance of executive directors and determination
of remuneration:
The Committee shall evaluate the performance of the managing director/s
by setting key result areas and performance parameters at the beginning of each financial
year and it shall ensure that the said performance objectives are aligned with the present
and future goals of the Company. The Committee shall consider and recommend the
remuneration of the managing director or whole-time director for approval of the Board and
Members of the Company. The remuneration may include basic salary, benefits, allowances,
perquisites, commission, etc. The Committee shall also ensure that the remuneration is in
accordance with applicable law and has an adequate balance between fixed and variable
component.
G. Criteria for appointment of KMP/Senior Management:
The Committee shall lay down criteria like qualifications, expertise
and experience required for senior management positions like Managing Director & CEO,
CFO and Company Secretary of the Company. The Committee may make recommendation to the
Board for the appointment/ reappointment and any change required to the senior management
positions of the Company. Key Managerial Personnel / Senior Management shall: i. Possess
the requisite qualifications, expertise and experience to effectively discharge assigned
responsibilities; ii. Comply with the provisions of the Code of Conduct & Ethics iii.
Practice professionalism iv. Encourage transparent working environment; and v. Establish
an effective leadership, build teams and include team members to achieving targets of the
Company; On an annual basis, the Committee shall evaluate the performance of the senior
management of the Company. The Committee shall also ensure that the remuneration to the
key managerial persons and senior management involves a balance between fixed and
variable/ incentive pay reflecting short term and long term performance objectives.
H. Criteria for making payments to Non-Executive Directors:
The Committee may determine a commission payable to the non-executive
directors after taking into their contribution to the decision making at Board / Committee
Meetings, active participation and time spent as well as providing strategic inputs and
supporting highest level of Corporate Governance and Board effectiveness. Commission, if
decided to be paid, shall be within the overall limits prescribed in the Act and as may be
fixed by the Members of the Company.
The payment of commission to the Non-Executive Directors of the Company
who are neither in the whole time employment nor managing directors shall be approved by
the shareholders of the Company. The Committee and the Board shall, in accordance with the
approval of the shareholders of the Company, determine the manner and extent upto which
the commission shall be paid to the Non-Executive Directors. Further, the following is the
criteria for remuneration:
i. Independent Directors ("ID") being paid sitting fees for
attending the meetings of the Board and of committees of which they are members. Quantum
of sitting fees may be subject to review on a periodic basis, as required. ii. Commission,
if approved by the Board and the shareholders of the Company to be paid to the
Non-Executive Directors, on the basis of participation in the meetings of Board and Audit
Committee at the rate within the prescribed limits of the Act and the Rules made
thereunder. iii. Payment of Commission, if payable, to be made annually on determination
of profits of the Company for particular financial year. iv. Directors may be reimbursed
for the expenses incurred for attending any meeting of the Board or Committees thereof,
and which may arise from performance of any special assignments given by the Board.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
As on date of this report, the Company has Two Independent Directors.
The Company has familiarized the Independent Directors with the Company, their roles and
responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company, etc. The Independent Directors have been updated with their
roles, rights and responsibilities in the Company by specifying them in their appointment
letter alongwith necessary documents, reports and internal policies to enable them to
familiarise with the Companys procedures and practices. The Company endeavors,
through presentations at regular intervals, to familiarise the Independent Directors with
the strategy, operations and functioning of the Company and also with changes in the
regulatory environment having a significant impact on the operations of the Company and
the building materials industry as a whole. Details of familiarization programs extended
to the Non-executive and Independent Directors are also disclosed on the Company website
from time to time and can be accessed on the Companys website at:
http://kintechrenewables.com.
PARTICULARS OF REMUNERATION
Disclosure of ratio of the remuneration of each Executive Director to
the median remuneration of the employees of the Company and other requisite details
pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this
report as Annexure 1. Further, particulars of employees pursuant to Rule 5(2)
& 5(3) of the above Rules form part of this report. However, in terms of provisions of
section 136 of the said Act, the report and accounts are being sent to all the members of
the Company and others entitled thereto, excluding the said particulars of employees. Any
member interested in obtaining such particulars may write to the Company Secretary at
email- cskintechrenewables@gmail.com. The said information is available for inspection at
the Corporate Office of the Company during working days of the Company up to the date of
the ensuing Annual General Meeting.
AUDITORS AND AUDITORS REPORT
A. Statutory Auditors
In terms of Section 139 of Companies Act, 2013 (the Act),
M/s. Ashok Kumar Goyal & Co., Chartered Accountants, (Firm Registration No. 002777N)
had been appointed as Statutory Auditors of the Company in the 37th Annual
General Meeting held on September 29, 2022 to hold the office from the conclusion of the
said Annual General Meeting till the conclusion of the 42nd Annual General
Meeting to be held in year 2027.
The report of Statutory Auditor on the financial statements for the
financial year ended on March 31, 2023, is self-explanatory and does not contain any
qualification, reservation or adverse remark or disclaimer.
B. Cost Auditors
During the financial year 2022-23, the provisions related to
maintenance of cost accounts and records under Section 148 (1) of the Companies Act, 2013
are not applicable to the Company.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, the Board of
Directors had appointed M/s Kuldeep Dahiya & Associates, Company Secretaries in
practice as Secretarial Auditors to carry out the Secretarial Audit of the Company
for the financial year 2022-23. The report given by them for the said financial year in
the prescribed format is annexed to this report as Annexure 2. The Secretarial
Audit Report is self-explanatory and does not contain any qualification, reservation or
adverse remark etc.
D. Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board of
Directors had appointed M/s Nilesh Desai & Co., Chartered Accountants as Internal
Auditors to carry out the Internal Audit of the Company for the financial year
2022-23.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2023, the Company has not
entered into any contract or arrangement or transaction with the related parties.
Further, the Company has not entered into any contract or arrangement
or transaction with the related parties which were not on arms length
basis or which could be considered material in accordance with the policy of the Company
on materiality of related party transactions. In view of the above, it is not required to
provide the specific disclosure of related party transactions in form AOC-2.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 sub-section 3(c) and sub-section
5 of the Act, your Directors to the best of their knowledge hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanations relating to material departures. b. Such accounting policies have been
selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent to give a true and fair view of the Companys state of affairs
as at March 31, 2023 and of the Companys profit for the year ended on that date. c.
Proper and sufficient care has been taken 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 annual
financial statements have been prepared on a going concern basis. e. The internal
financial controls were laid down to be followed that and such internal financial controls
were adequate and were operating effectively. f. Proper systems were devised to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has devised a Vigil Mechanism as envisaged under section
177(9) and (10) of the Companies Act, 2013 and rules made thereunder and Regulation 9A of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
for Directors and employees through the adoption of Whistle Blower Policy. The Whistle
Blower Policy is available on the website of the Company to report any genuine concerns
about unethical behavior, any actual or suspected fraud or violation of Companys
Code of Conduct. This Policy provides for adequate safeguards against victimisation of
persons who use such mechanism and make provision for direct access to the Chairperson of
the Audit Committee. As such the Whistle Blower Policy provides for protected disclosure
and protection to the Whistle Blower. Under the Vigil Mechanism, all Stakeholders have
been provided access to the Audit Committee through the Chairperson. No personnel have
been denied access to the Audit Committee.
RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company
has framed ,formulated and adopted Risk Management Policy to identify, evaluate, monitor
and minimize the identifiable business risks in the organization. The details of the
policy are as updated on website of the company. At present the company has not identified
any element of risk which may threaten the existence of the company.
MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
The Board is in conformity with the provisions of Section 149 of the
Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI (LODR) Regulations). The Company has
received necessary declaration from the Independent Directors as required under Section
149(7) of the Act and LODR Regulations confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act and that of LODR Regulations.
The Board of Directors met Four (4) times during the year 2022-23 viz.,
May 27, 2022; August 13, 2022; November 12, 2022; and February 13, 2023. The intervening
gap between two consecutive meetings was not more than one hundred and twenty days. The
names and categories of Directors on the Board, their attendance at Board Meetings;
Committee Meetings and at the last Annual General Meeting (AGM) as well as
their shareholding as on March 31, 2023 are given below:
Name of Directors |
No. of Board Meetings during the year
2022- 23 |
Attendanc e at the last AGM held on
29/09/202 2 |
No. of Audit Committee during the year 2022-23 |
No. of Nomination & Remuneration Committee
during the year 2022-23 |
No. of Stakeholders Relationship Committee
during the year 2022-23 |
No. of equity shares held on March |
|
Hel d |
Attende d |
|
Hel d |
Attende d |
Hel
d |
Attende |
Hel |
Attende |
31, |
|
|
|
|
|
|
|
d |
d |
d |
2023 |
Khushbo o Singhal |
4 |
4 |
Yes |
NA |
NA |
NA |
NA |
1 |
1 |
- |
Gaurank Singhal |
4 |
4 |
Yes |
4 |
4 |
3 |
3 |
1 |
1 |
37500 0 |
Prakash Kumar |
4 |
4 |
Yes |
4 |
4 |
3 |
3 |
1 |
1 |
- |
Singh Arihant Chopra |
4 |
4 |
Yes |
4 |
4 |
3 |
3 |
NA |
NA |
- |
Note: A separate meeting of Independent Directors was held on February
13, 2023.
AUDIT COMMITTEE:
COMPOSITION OF AUDIT COMMITTEE:
PK SINGH Chairman and Independent Director ARIHANT CHOPRA - Independent
Director KHUSHBOO SINGHAL Non Executive Director
Terms of Reference
Review of Companys financial reporting process and disclosure of
its financial information
Discuss and review, with the management and auditors, the annual/
quarterly financial statements before submission to the Board with particular reference
to: Matters required to be included in the Directors Responsibility Statement to be
included in the Boards report in terms of sub-section (2) of section 164 of the
Companies Act, 2013. Disclosure under Management Discussion and Analysis of
Financial Condition and Results of Operations. Any changes in accounting policies
and practices and reasons for the same. Major accounting entities involving estimates
based on exercise of judgement by management. Compliance with listing and other legal
requirements relating to financial statements. Disclosure of any related party
transaction. Disclosure of contingent liabilities. Scrutinize inter corporate loans and
investments.
To approve the appointment of CFO (i.e. the whole-time Finance Director
or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc. of the candidate. Hold
timely discussions with external auditors. Recommend the Board, the appointment,
re-appointment, removal of the external auditors, fixation of audit fee and also approval
for payment for any other services rendered by the external auditors Evaluate
auditors performance, qualification and independence Review on a regular basis the
adequacy of internal audit function Review the appointment, removal, performance and terms
of remuneration of the Chief internal Auditor Review the regular internal reports to
management prepared by the internal audit department, as well as managements
response thereto Review the findings of any internal investigation by the internal
auditors into the matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the Board
Discuss with internal auditors any significant findings and follow-up thereon Review
internal audit reports relating to the internal control weaknesses Recommend to the Board,
the appointment, re-appointment, removal of the cost auditors, fixation of the audit fee,
nature and scope of cost audit and also approve rendering of any other services by the
cost auditors and fees pertaining thereto Review the Companys arrangements for its
directors and employees to raise concerns, in confidence, about possible wrongdoing in
financial reporting, accounting, auditing or other related matters Evaluate Risk
Management System Discuss with the management, the Companys policies with respect to
risk assessment and risk management, including appropriate guidelines to govern the
process, as well as the Companys major financial risk Review the statement of
significant related party transactions submitted by the management, including the
significant criteria / thresholds decided by the management Periodically
verification of related party transactions reviewing the utilization of loans and/ or
advances from/investment by the holding company in the subsidiary exceeding rupees 100
crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments. The Company Secretary acts as Secretary to the Audit
Committee and no personnel has been denied access to the audit committee.
NOMINATION & REMUNERATION COMMITTEE:
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
PK SINGH Chairman and Independent Director ARIHANT CHOPRA - Independent
Director KHUSHBOO SINGHAL Non Executive Director
Terms of Reference
(a) Formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy,
relating to the remuneration of the Directors, Key Managerial Personnel and other
employees; (b) Formulation of criteria for evaluation of performance of Independent
Directors and the Board; (c) Devising a policy on Board diversity; (d) Identifying persons
who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the Board their appointment and
removal and evaluation of Directors performance;
(e) Determining whether to extend or continue the term of appointment
of the Independent Director, on the basis of the report of performance evaluation of
Independent Directors; (f) Fixing and revision of remuneration payable to the Managing and
Whole-time Directors of the Company from time to time; (g) recommend to the board, all
remuneration, in whatever form, payable to senior management. (h) To study the best
practices and benchmarks of leading Indian corporates as well as international best
practices. (i) To make recommendations to the Board on any matter within its purview, by
passing appropriate resolutions.
Name, designation and address of Compliance Officer:
Mr. Sachin Kumar Company Secretary
Kintech Renewables Limited Corporate Office:- Unit No. 705 GDITL Tower,
Plot No. B-8, Netaji Subhash Place, Pitampura, Delhi -110034 Telephone: 9891694420 Email:
cskintechrenewables@gmail.com
Details of investor complaints received and redressed during the year
2022-23 are as follows:
PARTICULARS |
STATUS OF COMPLAINTS |
No. of complaints Pending at the beginning of the year |
NIL |
No .of complaints Received during the year |
NIL |
No. of complaints Resolved during the year |
NIL |
No. of complaints Remaining unresolved at the end of the
year |
NIL |
There were no instances of non-compliance by the Company on any matters
related to the capital markets, nor have any penalty / strictures been imposed on the
Company by the Stock Exchange or SEBI or any other statutory authority on such matters
except as mentioned below:
A penalty of Rs. 1,77,000 has been levied by the BSE Limited and paid
by the Company for Non-compliance with the Minimum Public Shareholding (MPS) Requirements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not implemented any Corporate Social Responsibility
initiative as the provisions of Section 135 of the Companies Act, 2013 and rules made
thereunder are not applicable to the Company and consequently, the reporting requirements
thereunder do not at present apply to your Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 186 of the Act and rules framed thereunder, details
of Loans (including purpose thereof), Guarantees given and Investments made have been
disclosed in the Notes to the financial statements for the year ended March 31, 2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) CONSERVATIONOF ENERGY i. Steps taken or impact on conservation of
energy;
As the Company is not engaged in any manufacturing activities, it does
not use energy. The Company provides the services of installation and commissioning of
Renewable Energy Equipments at the sites of their customers. We will continue to focus on
the new technologies to reduce the cost and increase generation.
ii. Steps taken by the Company for utilizing alternate sources of
energy;
Your Company is already engaged in the business of generation of energy
using solar energy and thereby using eco-friendly source of generation of energy. Further,
the Company is aggressively pursuing cost reduction avenues which will make the sector
more cost efficient going forward.
iii. Capital investment on energy conservation equipment: NIL
(B) TECHNOLOGY ABSORPTION
i. Efforts made towards technology absorption;
The Company has conducted a detailed study on the technology absorption
and experimenting with our value engineering approach to make our projects more
economically viable to improve efficiency, plant availability and output and, as a result,
profitability.
ii. Benefits derived as a result of the above efforts:
Product improvement, cost reduction, product development, optimization
of power generation and System reliability improvement
iii. Information regarding technology imported, during the last 3
years: N.A. iv. Expenditure incurred on Research and Development: N.A.
(C) Foreign Exchange Earnings and Outgo i. Foreign Exchange Earnings:
Nil ii. Foreign Exchange Outgo: Nil
CORPORATE GOVERNANCE
As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V shall not apply, in respect of the listed entity having paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the
last day of the previous financial year. Therefore, the Company is not falling under
aforesaid applicability criteria, prescribed in the Listing regulations and does not
required to prepare and attach the report on Corporate Governance and Certificate from the
Companys auditors/practicing company secretary regarding compliance of condition of
Corporate Governance with this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34(2) (e) and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed
Management Discussion and Analysis Report forms part of the Annual Report of the Company
as Annexure 3.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS
During the period under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a
Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of
the said Act and an Internal Complaints Committee has also been set up to redress
complaints received regarding Sexual Harassment.
No complaint of sexual harassment was received during the financial
year 2022-23.
OTHER DISCLOSURES AND REPORTING
1. Public Deposits (Deposit from the public falling within the
ambit of section 73 of the Act and the Rules made thereof):
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
2. Issue of equity shares with differential rights as to
dividend, voting or otherwise:
During the Financial Year under review, the Company has not issued
shares with differential voting rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme:
Your Company has not issued any shares including sweat equity shares to
employees of the company under any scheme during the Financial Year under review.
4. Neither the Managing Director(s) nor the Whole-time
Director(s) of the Company receive any remuneration or commission from its subsidiary:
There is no disclosure required as to receipt of remuneration or
commission by the Managing Director(s) / Whole Time Director(s) from a subsidiary of the
Company.
5. Disclosure under section 67(3) of the Companies Act, 2013:
The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees. No
disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule
16(4)of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights
not exercised directly by the employees of the Company as the provisions of the said
section are not applicable during the period under review.
6. Significant and Material Orders Passed by the Regulators or
Courts:
There have been no any other significant and material orders passed by
Regulators or Courts or Tribunals impacting the going concern status and the future
operations of the Company.
7. There is no Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016:
There were no application against the Company has been filed or is
pending under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one
time settlement with any Bank or Financial institutions.
8. 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 this report:
The Company has altered its Object Clause of the Memorandum of Association and add clause
3 and 4 related to the business of trading of Building Material Products etc. and now the
Company is fully engaged in the aforesaid activity.
9. Appointment of Monitoring Agency:
In terms of Regulation 162A of the SEBI (ICDR) Regulations, the Company
has appointed Care Ratings Limited as the Monitoring Agency vide agreement dated April 3,
2023 for monitoring the use of the net proceeds of preferential issue of equity shares.
10. Recommendation of Audit Committee:
During the year under review, all recommendation of Audit Committee was
accepted by the Board.
APPRECIATION
Yours Directors take this opportunity to express their appreciation for
the co-operation received from the customers, vendors, bankers, BSE Limited, depositories,
auditors, legal advisors, consultants, stakeholders, business associates, Government of
India, State Government and Local Bodies during the period under review. The Directors
also wish to place on record their appreciation of the devoted and dedicated services
rendered by the employees of the Company.
For and on behalf of Board of Directors of Kintech Renewables Limited
Place: Delhi |
|
Date: July 10, 2023 |
Sd/- |
|
Shivkumar Nirnjanlal Bansal |
|
Whole Time Director (Joint MD) |
|
(DIN: 09736916) |