To 

The Members, 

The Board hereby presents the 43rd Annual Report along with Audited
Statements of Accounts for the Financial Year ended March 31, 2023. 


FINANCIAL SUMMARY 



  

    

    
Amount In Lakhs
  
  

    
Particulars
    
2022-23
    
2021-22
  
  

    
Income:
    

    

  
  

    
Revenue from operations
    
642.67
    
521.83
  
  

    
Other Income
    
184.38
    
185.39
  
  

    
Total Revenue (I)
    
827.05
    
707.22
  
  

    
Expenses:
    

    

  
  

    
Cost of Goods Sold
    
360.40
    
361.12
  
  

    
Employee benefit expense
    
53.50
    
52.87
  
  

    
Other expenses
    
210.70
    
117.57
  
  

    
Total (II)
    
624.60
    
531.56
  
  

    
Earning/(loss) before interest, tax, depreciation and amortization
    (EBITDA) (I) - (II)
    
202.45
    
175.66
  
  

    
Depreciation and amortization expense
    
75.89
    
99.60
  
  

    
Finance cost
    
0.06
    
0.07
  
  

    
Profit for the year
    
126.50
    
75.99
  
  

    
Exceptional items
    
145.74
    
0.00
  
  

    
Profit before tax
    
(19.24)
    
75.99
  
  

    
Current tax
    
22.75
    
12.00
  
  

    
Deferred tax
    
(47.33)
    
(15.71)
  
  

    
Profit after tax
    
5.34
    
79.70
  
  

    
Total comprehensive income for the year
    
2.28
    
83.29
  
  

    
Net Worth
    
6368.53
    
6363.19
  



DIVIDEND 


In view of further expansion, directors do not recommend any dividend on equity shares
for the year ended on 31st March, 2023. 


TRANSFER TO RESERVES 


The closing balance of the retained earnings of the Company for Financial year
2022-2023, after all appropriation and adjustments was Rs. 2.28 Lakhs. 


OPERATIONS 


The main operations of the Company is to create infrastructure development facilities
for the installation of Wind Turbine Generator. As one of the pioneer in the field of
renewable energy, Company is very well positioned to take advantage of ever increasing
demand for the renewable energy resources. In view of this development, your Directors are
hopeful to achieve better results in the coming years. 


CORPORATE GOVERNANCE 


As per SEBI Listing Regulations, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form part of this
report. 


PERFORMANCE 


The turnover of the Company for the year under review is Rs. 642.67 Lakhs as against
Rs. 521.83 Lakhs in the previous year. Your Directors are hopeful to improve &
increase the growth rate in turnover and profitability in current year. 

Net Profit before tax for the year under review is Rs. -19.24 Lakhs as against Rs.
75.99 Lakhs in the previous year. Net Profit after tax is at Rs. 5.34 Lakhs as against Rs.
79.70 Lakhs in the previous year. 


FUTURE PROSPECTS 


Technological advancements and supportive policy measures have the ability to
dramatically increase the future of wind energy development in our nation and our world.
Wind power has the unique ability to provide even greater sources of distributed energy
production, which means less risk and a stronger energy portfolio. Our Policy framework in
wind energy generation is extremely investor-friendly and an attractive tariff and
regulatory regime provide a strong foundation for the growth of the sector. 


INTERNAL FINANCIAL CONTROLS 


The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. 


DIRECTORS AND KEY MANAGERIAL PERSONNEL 


During the year under review, there has been no change in the management of the
Company. The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under the
Companies Act, 2013 and the Listing Agreement. 

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the
Board has carried out an annual performance evaluation of its own performance, and of the
directors individually, as well as the evaluation of its compliance committees. The manner
in which the evaluation has been carried out has been explained in detail in the Corporate
Governance Report, which forms part of this Annual Report. 

The following policies of the Company are annexed to this report: 

1) Policy for selection of Directors and determining Directors independence (Annexure
I); and 2) Remuneration Policy for Directors, Key Managerial Personnel and other employees
(Annexure II). 


SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES 


No company has become or ceased to be a subsidiary, joint venture or associate during
the financial year 2022-23. 


DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state 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 explanation relating to material
departures; 

b) They have 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 as at March 31, 2023 and of the Profit and Loss of
the Company for the year ended on that date; 

c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; 

d) They have prepared the annual accounts on a going concern basis; 

e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and are operating effectively; and 

f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively. 


CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES 


All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Directors draw attention of the members to note no. 37 to the financial statement
which sets out related party disclosures. 


AUDITORS & AUDITORS' REPORT 


Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants
in the Annual General Meeting held on September 30, 2022 for a period of five years to
hold office till the conclusion of the 47th Annual General Meeting of the
Company. They have confirmed their eligibility and they are not disqualified for
appointment. 

The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark. 


SECRETARIAL AUDITOR 

The Board has appointed M/s. Nidhi Shah & Associates, Practicing Company
Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as
Annexure III to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark. 


DISCLOSURES 

Audit Committee 


The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta
(Chairman), Mr. Mitesh J. Kuvadia (Member) and Mr. Bhavin S. Shah (Member). All the
recommendations made by the Audit Committee were accepted by the Board. 


Vigil Mechanism 


The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the Listing Agreement, comprises of senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line
or a letter to the Chairman of the Audit Committee. 


Meetings of the Board 


Six meetings of the Board of Directors were held during the year. For details of the
meetings of the board, please refer to the corporate governance report, which forms part
of this report. 


Particulars of Loans given, Investments made, Guarantees given and Securities provided 


Particulars of loans given, investments made, guarantees given and securities provided
are provided in the notes to the Financial Statements. 


Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo 


As required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of
Companies (Accounts) Rules, 2014, details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows: 

A) Conservation of energy: 



Energy conservation is an area of priority and the Company has made all efforts to
ensure continuous monitoring and improvement in energy consumption in all its offices. 

(B) Technology absorption: 



Being in the business of providing clean energy, the Company is constantly looking at
innovation and technology absorption to increase production efficiency in its business. 

(C) Foreign Exchange Earnings and Outgo: 

During the current period, there was no Foreign Exchange Earning. Also, the Company has
not incurred any expenditure towards Foreign Exchange during this period. 


Extract of Annual Return 


Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to
this Report. 


Particulars of Employees and related disclosures 


Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure V to this Report.


No disclosure or reporting is required in terms of the provisions of Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as there are no employees drawing remuneration in
excess of the limits set out in the said rules. 


Corporate Social Responsibility 


The Company is not required to constitute Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Companies Act, 2013. 


Material changes and commitments affecting financial position between the end of the
financial year and date of the report There has been no material changes and
commitment 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. 


GENERAL 


Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:


1. Details relating to deposits covered under Chapter V of the Act. 

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.


3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme. 

4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries. 

No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future. 

Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. 


ACKNOWLEDGEMENT 


Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government authorities and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers.