To the Member(s) of
Inox Wind Limited
Your Directors take pleasure in presenting to you their Fourteenth
Anual Report together with the Audited Financial Statements for the Financial Year ended
on 31st March, 2023.
1. FINANCIAL PERFORMANCE
The financial performance of your Company for the Financial Year
2022-23 is highlighted below:
S. No. Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
I. Revenue from Operations (Net of Taxes) |
73,698 |
62,462 |
58,332 |
51,824 |
II. Other Income |
2,144 |
2,874 |
26,551 |
8,846 |
III. Total Revenue (I+II) |
75,842 |
65,336 |
84,883 |
60,670 |
IV. Total Expenses |
1,48,095 |
1,34,930 |
1,16,405 |
1,02,978 |
V. Less: Expenditure capitalised |
3,333 |
4,292 |
- |
- |
VI. Net Expenditure |
1,44,762 |
1,30,638 |
1,16,405 |
1,02,978 |
VII. Profit/ (Loss) before tax (III -VI) |
(68,920) |
(65,303) |
(31,522) |
(42,309) |
VIII. Total tax expense |
(1,850 ) |
(17,041) |
- |
(14,944) |
IX. Profit/(Loss) for the Period (VII-VIII) |
(67,070) |
(48,262) |
(31,522) |
(27,365) |
X. Total Other Comprehensive income (Net of Tax) |
194 |
52 |
146 |
46 |
XI. Total Comprehensive income for the period comprising
Net Profit/ (Loss) for the Period & Other Comprehensive Income (IX+X) |
(66,876) |
(48,210) |
(31,376) |
(27,319) |
Detailed analysis of the Financial and Operational Performance of the
Company has been given in the Management Discussion and Analysis Report forming part of
this Annual Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations") and applicable provisions of
the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial
Statements of the Company for the Financial Year 2022-23 have been prepared in compliance
with applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the
Companies Act, 2013 and other recognized accounting practices and policies to the extent
applicable and on the basis of audited financial statements of the Company, its
subsidiaries and associate companies, as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Independent
Auditor's Report form part of this Annual Report. The Audited Standalone and
Consolidated Financial Statements for the Financial Year 2022-23 shall be laid before the
Annual General Meeting for approval of the Members of the Company.
3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS
During the year under review, there was no change in the Authorised
Share Capital of the Company. As on 31st March, 2023, the Authorised Share
Capital stood at H 1600,00,00,000 (Rupees Sixteen Hundred Crore only) divided into
50,00,00,000 (Fifty Crore) Equity Shares of H 10 each totalling to H 500,00,00,000
(Rupees Five Hundred
Crore only) and 110,00,00,000 (One Hundred and Ten Crore) Preference
Shares of H 10 each totalling to H 1100,00,00,000 (Rupees Eleven Hundred Crore only)
As on 1st April, 2022, the Paid up Share Capital of the
Company stood at H 1140,26,93,630 (Rupees One Thousand
One Hundred and Forty Crore Twenty Six Lakh Ninety Three Thousand Six
Hundred Thirty only) divided into 22,19,18,226 (Twenty Two Crore Nineteen Lakh Eighteen
Thousand Two Hundred and Twenty Six) Equity Shares of H 10 each totaling to H
221,91,82,260 (Rupees Two Hundred and Twenty One Crore Ninety One Lakh Eighty Two Thousand
Two Hundred and Sixty only) and 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One
Thousand One Hundred and Thirty Seven) - 0.01% Non-Convertible, Non-Cumulative,
Participating, Redeemable Preference Shares of H 10 each totaling to H
918,35,11,370 (Rupees Nine Hundred and Eighteen Crore Thirty Five Lakh Eleven Thousand
Three Hundred and Seventy only).
During the year under review, the Company issued and allotted the
following securities on a preferential issue basis pursuant to the resolutions passed by
the Board of Directors on 20th April, 2022 and the Shareholders of the Company
on 13th May, 2022 and upon receipt of all requisite approvals including that of
the stock exchanges:
i. 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand
One Hundred and Thirty Seven)
- 0.0001% Compulsorily Convertible Preference Shares of face value of H
10 each of the Company ("CCPS") to entities forming part of the Promoter/
Promoter Group' of the Company, upon variation of the terms and nature of
91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty
Seven) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference
Shares of the face value of H 10 each of the Company.
The CCPS holders carried a right to convert CCPS into equity shares at
a price of H 126 (Rupees One Hundred and Twenty Six only) per equity share (inclusive of a
premium of H 116 per equity share) from time to time, in one or more tranches, within a
maximum period of 18 (Eighteen) months from the date of allotment of CCPS.
During the year under review, the entire 91,83,51,137 CCPS were
converted into 7,28,85,009 (Seven Crore Twenty Eight Lakh Eighty Five Thousand and Nine)
equity shares of the Company.
ii. 1,68,65,078 (One Crore Sixty Eight Lakh Sixty Five Thousand and
Seventy Eight) equity shares were allotted at an issue price of H 126 (Rupees One Hundred
and Twenty Six only) per equity share inclusive of a premium of H 116 (Rupees One Hundred
and Sixteen only) per equity share, for an amount aggregating H 212,50,00,000 (Rupees Two
Hundred and Twelve
Crore and Fifty Lakh only) to both Promoter Group' entity
and Non Promoters (Unrelated investors) for cash consideration.
iii. 1,43,93,939 (One Crore Forty Three Lakh Ninety Three Thousand Nine
Hundred and Thirty Nine) Convertible Warrants were allotted upon upfront receipt of 25% of
the Convertible Warrants subscription amount, at an issue price of H 132 (Rupees One
Hundred and Thirty
Two only) per Convertible Warrant, with a right to the warrant holders
to apply for and be allotted 1 (One) equity share of face value of H 10 each of the
Company for each Convertible Warrant, aggregating upto H 190,00,00,000 (Rupees One
Hundred and Ninety Crore only) to Non Promoters (Unrelated investors) for cash
consideration, within a maximum period of
18 (Eighteen) months from the date of allotment of Warrants.
Out of 1,43,93,939 Convertible Warrants, 1,42,80,183 Convertible
Warrants were convered into 1,42,80,183 (One Crore Forty Two Lakh Eighty Thousand One
Hundred and Eighty Three) equity shares of the Company upon receipt of balance 75% of the
Convertible Warrant subscription amount aggregating to H 141,37,38,117 (Rupees One Hundred
and Forty One
Crore Thirty Seven Lakh Thirty Eight Thousand One Hundred and Seventeen
only) and the subscription amount of 25% in relation to balance 1,13,756 Convertible
Warrants which were not exercised/ tendered for conversion into equity shares at the
completion of/ within the Extended Exercised Period was forfeited.
The aforesaid equity shares issued and allotted pursuant to the
preferential issue were listed on the Stock Exchanges. iv. The Company allotted
60,00,00,000 - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference
Shares of H 10/- each of the Company (NCPRPS) fully paid-up, at par, on private placement
basis to entity forming part of the Promoter/ Promoter Group' of the Company
for cash consideration aggregating H 600,00,00,000 (Rupees
Six Hundred Crore only).
The Company has utilized the entire funds raised through the
preferential issue and private placement of securities in line with the Objects of the
Issue.
Post the above allotment of securities, the Paid up Share Capital of
the Company as at 31st March, 2023 stood at H 925,94,84,960 (Rupees Nine
Hundred
Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred
and Sixty only) divided into 32,59,48,496 (Thirty Two Crore Fifty Nine Lakh Forty Eight
Thousand Four Hundred and Ninety Six) Equity Shares of H 10 each totaling to H
325,94,84,960 (Rupees Three Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four
Thousand Nine Hundred and Sixty only) and 60,00,00,000 (Sixty Crore) - 0.01%
Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face
value of H 10 each of the Company totaling to H 600,00,00,000 (Rupees Six Hundred
Crore only).
During the year under review, the Company has neither issued any shares
with differential voting rights nor issued any sweat equity shares.
4. DETAILS OF DEBENTURES
During the year under review, the Company made the following allotment
of debentures on private placement basis which are listed on BSE:
990 - 9.75% Rated, Listed, Secured, Redeemable, Non-Convertible
Debentures of H 10,00,000 (Rupees Ten Lakh only) each aggregating H 99,00,00,000 (Rupees
Ninety Nine Crore only); and
750 Senior, Unsecured, Rated, Listed, Redeemable, Guaranteed,
Principal Protected, Senior, Market-linked Non-Convertible Debentures of H 10,00,000
(Rupees Ten Lakh only) each aggregating H 75,00,00,000 (Rupees Seventy Five Crores only).
5. INITIAL PUBLIC OFFER BY INOX GREEN ENERGY SERVICES LIMITED
During the year, Inox Green Energy Services Limited (IGESL), a material
subsidiary of the Company, successfully made an initial public offer of equity shares
comprising of fresh issue of equity shares aggregating upto H 3,700 million ("Fresh
Issue") and an offer for sale of equity shares aggregating
upto H 3,700 million by the Company ("Offer for Sale" and together with
the Fresh Issue, "Offer") which opened for subscription on 11th
November, 2022 and closed on 15th November, 2022 (for Anchor Investors, the
Offer opened and closed on 10th November, 2022). IGESL filed the Prospectus
dated 17th November, 2022 with the Registrar of Companies, Gujarat at Ahmedabad
("RoC") which was taken on record on 18th November, 2022 by the RoC.
In connection with the Offer, IGESL on 18th November, 2022 made an allotment of
113,846,152 equity shares at an Offer price of H 65 per equity share, including a share
premium of H 55 per Equity Share. While 56,923,076 equity shares were allotted under the
Fresh Issue portion of the Offer, 56,923,076 equity shares held by the Company were
transferred under the Offer for Sale portion of the Offer. Post the allotment of shares
under IPO by IGESL, the shareholding of the Company in IGESL got reduced from 93.84% to
56.04%. The equity shares of IGESL got listed on BSE Limited and National Stock Exchange
of India Limited with effect from 23rd November, 2022.
6. SCHEME OF AMALGAMATION
As part of the strategic decision, the Board of Directors of the
Company at its meeting held on 12th June, 2023 considered and approved the
Scheme of Arrangement which provides for amalgamation of Inox Wind Energy Limited
("IWEL"/ "Promoter & Holding Company"/ "Transferor
Company") into Inox Wind Limited ("IWL"/
"Company"/"Transferee Company") ("Scheme") subject to
various regulatory approvals and compliances including approvals from Stock Exchanges and
jurisdictional National Company Law Tribunal, Chandigarh Bench. The Appointed Date for the
Amalgamation is set as 1st July, 2023.
Based on the reports of the independent valuers, the Board has approved
swap ratios for the proposed amalgamation as below:
158 equity shares of face value of H 10 per share of IWL to be
issued for every 10 equity shares of face value of H 10 per share of IWEL.
158 share warrants of IWL with an issue price of H 54 each to be
issued for every 10 share warrants of IWEL with an issue price of H 847 each.
7. DIVIDEND
No dividend has been recommended by the Board of Directors for the
Financial Year ended 31st March, 2023.
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a Dividend Distribution Policy' and the same has been
uploaded on the Company's website; www.inoxwind.com. The Dividend Distribution
Policy' can be accessed at https://www.inoxwind.com/
wp-content/uploads/2017/02/IWL%20-%20Dividend%20 Distribution%20Policy%20-%2021012017.pdf.
8. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
The Company on 27th April, 2022 timely transferred an amount
aggregating H 5,04,275 pertaining to the unclaimed share application money received for
allotment of shares under the initial public offer of the Company in 2015 and due for
refund along with interest accrued thereon to the Investor Education and Protection Fund
("IEPF") established by the Central Government.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, except as mentioned below, there was no
change in the composition of the Board of Directors and Key Managerial Personnel of the
Company:
Shri Vineet Valentine Davis (DIN: 06709239) was reappointed as a
Whole-time Director of the Company for a period of 1 (one year) w.e.f. 19th
May, 2022. His reappointment as a Whole-time Director of the Company was approved by the
Members of the Company in their 9th Extra-Ordinary General Meeting held on 13th
May, 2022. He resigned from the office of Whole-time Director and Director of the Company
w.e.f. 25th November, 2022 due to personal reasons.
Shri Devansh Jain (DIN: 01819331) was re-appointed as a Whole-time
Director of the Company for a period of 5 (five) years w.e.f. 1st November,
2022. His re-appointment as a Whole-time Director of the Company was approved by the
Members in their 13th AGM held on 28th September, 2022.
Shri Manoj Shambhu Dixit (DIN: 06709232) was appointed as an Additional
Director and further as a Whole-time Director of the Company for a period of 2 (two) years
w.e.f. 3rd December, 2022. Simultaneously, he was designated as a Key
Managerial Personnel of the Company. His appointment as a Director and Whole-time Director
of the Company was approved by the Members of the Company through Postal Ballot on 21st
Januray, 2023.
Your Directors recommend appointment/ re-appointment of the following
Directors:
Shri Mukesh Manglik (DIN: 07001509) is liable to retire by rotation at
the ensuing Annual General Meeting of the Company and being eligible have offered himself
for re-appointment.
Necessary resolutions in respect of Director(s) seeking appointment/
re-appointment and their brief resume pursuant to Regulation 36(3) of Listing Regulations
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are
provided in the Notice of the Annual General Meeting forming part of this Annual Report.
11. NOMINATION AND REMUNERATION POLICY
The salient features and objectives of the Nomination and Remuneration
Policy of the Company are as under:
a. To lay down criteria for identifying persons who are qualified to
become Directors and who may be appointed in Senior Management of the Company in
accordance with the criteria laid down by Nomination and Remuneration Committee and
recommend to the Board their appointment and removal;
b. To formulate criteria for determining qualification, positive
attributes and Independence of a Director;
c. Todeterminethecompositionandlevelofremuneration, including reward
linked with the performance, which is reasonable and sufficient to attract, retain and
motivate Directors, KMP, Senior Management Personnel & other employees to work towards
the long-term growth and success of the Company.
The Nomination and Remuneration Policy has been uploaded on the
Company's webite; www.inoxwind.com and can be accessed at
https://www.inoxwind.com/wp-content/uploads/2014/11/Nomination__Remuneration_
Policy_IWL.pdf.
12. DECLARATION OF INDEPENDENCE
The Independent Directors of the Company have given the declaration and
confirmation to the Company as required under Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of
independence and that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
They have also confirmed that they have complied with the Code of Conduct as prescribed in
Schedule IV to the Companies Act, 2013 and Code of Conduct for Directors and Senior
Management Personnel, formulated by the Company.
In terms of Section 150 of the Act and rules framed thereunder, the
Independent Directors have registered themselves in the databank of Independent Directors
maintained by the Indian Institute of Corporate Affairs (IICA) and they are exempted from
appearing for the online proficiency self-assessment test.
The Board of Directors further confirms that the Independent Directors
also meet the criteria of expertise, experience, integrity and proficiency in terms of
Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors are
given in the Corporate Governance Report.
14. PERFORMANCE EVALUATION
Performance Evaluation forms containing criteria for evaluation of
Board as a whole, Committees of the Board and Individual Directors and Chairperson of the
Company were sent to all the Directors with a request to provide their feedback to the
Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and
Individual Directors for the Financial Year 2022-23. Further, based on the feedback
received by the Company, the Nomination and Remuneration Committee at its Meeting held on
10th February, 2023 noted that Annual Performance of each of the Directors is
highly satisfactory and recommended to the Board to continue the terms of appointment of
all the Independent Directors of the Company. The Board of Directors of the Company at its
Meeting held on the same day evaluated and noted that the performance of Board, Committees
of the Board and Individual Directors and Chairperson (including CEO and Independent
Directors) is evaluated as highly satisfactory by this evaluation process.
15. MEETINGS OF THE BOARD
During the year under review, the Board met 8 (Eight) times and details
of Board Meetings held are given in the Corporate Governance Report. The intervening gap
between the two Meetings was within the time limit prescribed under Section 173 of the
Companies Act, 2013 and Regulation 17 of the Listing Regulations.
16. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF
SECTION 134 OF THE COMPANIES ACT, 2013
To the best of their knowledge and belief and according to the
information and explanations obtained by your Directors, they make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013: i. in the preparation
of the Annual Accounts for the financial year ended 31st March, 2023, the
applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been
followed and there are no departures from the same;
ii. 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;
iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the Directors had prepared the Annual Accounts on a going concern
basis;
v. the Directors had laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls were adequate and were
operating effectively; and
vi. 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. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the Standalone Financial
Statements of the Company. Please refer to Note Nos. 8, 38 and 49 to the Standalone
Financial Statements of the Company.
18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has in place a Policy on materiality of Related Party
Transactions and dealing with Related Party Transactions in terms of requirements the SEBI
Listing Regulations. The said Policy is available on the Company's website at the
link https://www.inoxwind.com/wp-content/ uploads/2022/08/Policy-on-RPT-IWL.pdf.
As per the said Policy, all Related Parties Transactions are
pre-approved by the Audit Committee and/ Board and the shareholders as and when required
as per the requirements under the Companies Act, 2013 and SEBI Listing Regulations. The
details of such transactions are also reviewed by the Audit Committee on a quarterly/ half
yearly/ annual basis.
All contracts/ arrangements/ transactions entered by the Company during
the year under review with Related Parties were approved by the Audit Committee and/or
Board where ever required, as per the provisions of Section 177, 188 of the Companies Act,
2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 23 of the SEBI Listing Regulations. During the Financial Year under review,
the Company entered into certain transactions with Related Parties which could be
considered material in accordance with the said Policy on which approval of the
Shareholders under the Regulation 23 of the SEBI Listing Regulations by way of an Ordinary
Resolution was obtained.
All transactions entered by the Company during the year under review
with Related Parties were on arm's length basis and in the ordinary course of
business and hence, disclosure in Form AOC -2 pursuant to clause (h) of subsection (3) of
Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014 is not required to be annexed to this report.
19. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A separate statement containing the salient features of financial
statements of all Subsidiaries, Associates and Joint Ventures of the Company forms part of
Consolidated Financial Statements in compliance with Section 129 and other applicable
provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the
Companies Act, 2013, the financial statements of the subsidiary companies are available
for inspection by the Members at the Registered Office of the Company during business
hours on all days except Saturdays, Sundays and public holidays upto the date of the
Annual General Meeting (AGM'). Any member desirous of obtaining a copy of the
said financial statements may write to the Company Secretary at the Corporate Office of
the Company. The financial statements including the consolidated financial statements,
financial statements of subsidiaries and all other documents required to be attached to
this report have been uploaded on the website of the Company; www.inoxwind.com. The
Company has formulated a policy for determining material subsidiaries. The said policy may
be accessed on the website of the Company.
During the year under review, Inox Green Energy Services Limited
(IGESL), a subsidiary company, sold its entire equity shareholding held in its wholly
owned subsidiaries, Special Purpose Vehicles, as detailed below, which successfully
commissioned 50 MW each, out of the total 250 MW which it had successfully won under the
Tranche 1 of Solar Energy Corporation of India Limited's (SECI -1) bids for wind
power projects at Dayapar, Gujarat connected on the central grid:
Wind Two Renergy Private Limited (WTRPL') to Torrent
Power Limited, a part of Torrent Group, on 30th July, 2022. Accordingly, WTRPL
ceased to be a subsidiary of IGESL and in turn step down subsidiary of the Company w.e.f.
30th July, 2022;
Wind One Renergy Limited (WORL'), Wind Three Renergy
Limited (WTRL') and Wind Five Renergy Limited (WFRL') to Adani Green
Energy Limited, a part of Adani Group, on 7th October, 2022. Accordingly, WORL,
WTRL and WFRL ceased to be subsidiaries of IGESL and in turn step down subsidiaries of the
Company w.e.f. 7th October, 2022.
During the year under review, IGESL acquired a majority stake of 51%
equity shares in the share capital of I-Fox Windtechnik India Private Limited
(I-Fox'). Accordingly, I-Fox become a subsidiary of IGESL and in turn a step
down subsidiary of the Company w.e.f. 24th February, 2023.
The Report on the performance and financial position of each of the
Subsidiaries, Associates and Joint Ventures of the Company, in Form AOC-1, pursuant to
first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of
Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A which has
also been uploaded on the website of the Company.
21. AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and
other Board Committees and their roles, terms of reference etc. are included in the
Corporate Governance Report which forms part of this Annual Report.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
As per the provisions of Section 177(9) of the Companies Act, 2013 read
with Regulation 22(1) of the Listing Regulations, the Company is required to establish an
effective vigil mechanism for Directors and Employees to report improper acts or genuine
concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The
Company has accordingly established a Vigil Mechanism through "Whistle Blower
Policy" for all its Directors and Employees to report improper acts. The details of
the said mechanism and policy are available on the Company's website;
www.inoxwind.com.
23. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls commensurate with
its size and nature of its business. The Board has reviewed Internal Financial Controls of
the Company and the Audit Committee monitors the same in consultation with Internal
Auditors of the Company. The Internal Auditors of the Company also tests the internal
controls independently.
24. INDEPENDENT AUDITOR'S REPORT
There are no reservations, qualifications, adverse remarks or
disclaimers in the Independent Auditor's Report. The notes forming part of the
accounts are self-explanatory and do not call for any further clarifications under Section
134(3) (f) of the Companies Act, 2013.
25. INDEPENDENT AUDITORS
The Members of the Company at their 9th AGM held on 12th
July, 2018 had appointed M/s. Dewan P. N. Chopra & Co., Chartered Accountants (Firm
Registration No. 000472N) ("DPNC") as Independent Auditors of the Company to
hold office from the conclusion of 9th AGM until the conclusion of 14th
AGM.
The Board of Directors of the Company, based on the recommendation of
the Audit Committee, at their Meeting held on 29th July, 2023 recommended the
re-appointment of DPNC as Independent Auditors of the Company for a second term of five
consecutive years to hold office from the conclusion of the 14th AGM till the
conclusion of the 19th AGM of the Company.
Accordingly, a resolution seeking Members' approval for the
re-appointment of M/s. Dewan P.N. Chopra & Co. as the Independent Auditors of the
Company has been included in the Notice convening the 14th AGM.
26. COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the
Company are required to be audited by a Cost Accountant in practice who shall be appointed
by the Board. In view of the above, the Board of Directors, based on the recommendation of
the Audit Committee, re-appointed M/s Jain Sharma and Associates, Cost Accountants (Firm
Registration No. 000270) as Cost Auditors of the Company for conducting the Cost Audit for
the Financial Year 2023-24 on a remuneration of H 2,00.000
(Rupees Two Lakhs only). As required under the referred Section of the
Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is
required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a resolution seeking Members ratification for the remuneration payable to
M/s. Jain Sharma and Associates, Cost Auditors has been included in the Notice of the
Annual General Meeting.
Particulars of Cost Audit Report submitted by M/s. Jain Sharma and
Associates, Cost Auditors in respect of Financial Year 2021-22 is as follows.
Financial Year |
2021-22 |
Due date of filing of Cost |
11th September, 2022 |
Audit Report |
|
Actual date of filing of Cost |
09th September, 2022 |
Audit Report |
|
27. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. J.K. Gupta & Associates, Company Secretaries, New Delhi to
conduct Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report given by M/s. J.K. Gupta
& Associates, in Form MR-3, for the Financial Year 2022-23
is annexed to this report as Annexure B. There are no qualifications, reservations,
adverse remarks or disclaimers in their Secretarial Audit Report except that there was
instance of non-compliances of Regulations 33(3) (a), 52(4) and 54(2) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 for the quarter and half year ended on 30th September, 2022 which were not
made within the stipulated time. The Company made the default good on 2nd
December, 2022 and also paid fine as levied by the Stock Exchanges.
During the year under review, the Company has complied with the
requirements of applicable provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India.
28. REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud was reported by the
Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Audit
Committee/ Board of Directors or to the Central Government. Therefore, no details are
required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulations 34(2) (e) and 34(3) read with Para B of Schedule V
of the Listing Regulations is presented in a separate Section forming part of this Annual
Report.
30. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) read with Para C of Schedule V of Listing
Regulations, the Corporate Governance Report of the Company for the year under report and
the Practicing Company Secretary certificate regarding compliance of conditions of
Corporate Governance is annexed to this report as Annexure C.
In compliance with the requirements of Regulation 17(8) of Listing
Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of
the Company, who are responsible for the finance function, was placed before the
Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Chief Executive Officer is
enclosed as a part of the Corporate Governance Report.
31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report as per Regulation 34
of the Listing Regulations, detailing the various initiatives taken by the Company on the
environmental, social and governance front forms an integral part of this report. The said
report is also available on the website of the Company; www.inoxwind.com.
32. ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form
MGT-7, is available on the Company's website; www.inoxwind.com and the same can be
accessed at https://inoxwind.com/wp-content/ uploads/2023/08/Form_MGT_7_2023.pdf.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner
prescribed is annexed to this report as Annexure D.
34. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this report as
Annexure E.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said Rule forms part of this report.
In terms of Section 136 of the Companies Act, 2013, the Report and
Accounts are being sent to the Members of the Company excluding information on
employees' particulars which is available for inspection by the Members at the
Registered Office of the Company during the business hours on working days of the Company
up to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining such information, he/ she may write to the Company Secretary at the Corporate
Office of the Company.
35. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Company
comprises of Shri Devansh Jain and Shri Manoj Shambhu Dixit, Non Independent Directors and
Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the
Company is disclosed on the website of the Company; www.inoxwind.com which can be viewed
at https://www.inoxwind.com/wp-content/uploads/2021/07/ CSR-Policy-amended-25062021.pdf.
The report on CSR activities of the Company for the financial year ended 31st
March, 2023 as per Companies (Corporate Social Responsibility) Rules, 2014, as amended, is
annexed to this Report as Annexure F.
36. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment have been of prime concern to the
Company and necessary efforts were made in this direction in line with the safety, health
and environment policy laid down by the Company. The Company has achieved certification of
ISO 9001:2015 (Quality Management System). Health of employees is being regularly
monitored and environment has been maintained as per statutory requirements.
37. INSURANCE
The Company's property and assets have been adequately insured.
38. RISK MANAGEMENT
Pursuant to the requirements of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a
Risk Management Committee to frame, implement and monitor the risk management plan of the
Company.
The Company has in place an Enterprise Risk Management (ERM) Framework
which is derived from COSO ERM-Aligning Risk with Strategy and Performance 2016 (Draft)
framework established by committee of sponsoring organizations. According to this,
Enterprise Risk Management is "The culture, capabilities and practices, integrated
with strategy-setting and its execution, that organizations rely on to manage risk in
creating, preserving, and realizing value". The Company has, therefore, adopted
Residual risk approach and the Board of Directors has approved Enterprise Risk Register,
Risk Reporting and its Monitoring system. The Company's risk management and
mitigation strategy has been discussed in the Management Discussion and Analysis Report
which forms part of this Annual Report. In the Board's view, there are no material
risks, which may threaten the existence of the Company.
39. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention, Prohibition and
Redressal of sexual harassment at the workplace in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company has formed an Internal Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.
During the year under review, no complaint on sexual harassment was
received.
40. MATERIAL CHANGES AND COMMITMENTS 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
There have been no material changes and commitments which affect 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
except as mentioned in Para 6 above.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in future.
42. OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following
items as there were no transactions relating to these items during the year under review:
i. Issue of equity shares with differential rights as to dividend,
voting or otherwise; ii. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme;
iii. The Company does not have any joint venture.
iv. During the year under review, no case was admitted against the
Company under Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016).
v. During the year under review, there are no instances of one-time
settlement with any banks or financial institutions.
43. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies
for the assistance, co-operation and guidance received. Your Directors place on record
their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.
|
For and on behalf of the
Board of Directors |
|
Manoj Shambhu Dixit |
Devansh Jain |
Place: Noida |
Whole-time Director |
Whole-time Director |
Date: 29th July, 2023 |
DIN: 06709232 |
DIN: 01819331 |
|