Dear Members,
Your Directors are pleased to present the 13 th (Thirteenth) Annual Report along with
the Audited Financial Statements of the Company for the Financial Year ended March 31,
2023 ("Financial Year under review").
Financial Performance
The key highlights of the Companys financial performance for the Financial Year ended
March 31, 2023 as compared to the previous Financial Year ended March 31, 2022 are
summarised below:
| Particulars |
Standalone (in Rs.) |
|
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
8,87,20,054 |
3,26,64,950 |
| Total Expenses |
1,01,32,318 |
88,59,831 |
| EBITDA |
7,85,10,058 |
2,38,02,457 |
| Less: |
Nil |
Nil |
| Depreciation |
|
|
| Finance Cost |
77,678 |
2,662 |
| Add Interest Income |
Nil |
Nil |
| (Loss)/ Profit before tax |
7,85,87,736 |
2,38,05,119 |
| TAX |
Nil |
Nil |
| PAT |
7,85,87,736 |
2,38,05,119 |
On a standalone basis, the revenue from operations for the Financial Year 2022-23,
stood at 8.87 Crore as compared to 3.27 Crore in the Financial Year 2021-22. The
standalone profit after tax amounted to 7.86 Crore in the Financial Year 2022-23 as
against a Profit of 2.38 Crore in the Financial Year 2021-22.
Business Overview
The Company is providing operations and maintenance ("O&M") services for
generating Renewable energy from non-conventional sources, including for projects
constructed by third parties.
The Companys operations are supported by a competent and engineering team which is
responsible for designing solutions that it believes are innovative and cost effective,
with an aim to increase the performance ratio of various generation of renewable energy
projects.
Share Capital
There was no change in the Share Capital of the Company during the Financial Year under
review. As on March 31, 2023, the issued, subscribed and paid-up Equity Share Capital of
the Company stood at 4,11,22,960 comprising of 41,12,296 Equity Shares of 10/- (Rupee Ten
only) each fully paid.
Details of Funds Raised Through Issue of Securities
During the Financial Year under review, the Company has not raised any funds through
Issue of any Securities.
Material Events During the Financial Year Under Review
During the Financial Year under review, there is no material event have been done other
than declaration financial results for quarterly, half yearly or Yearly basis.
Transfer to Reserves
No amount has been transferred to general reserves for the Financial Year ended March
31, 2023.
Dividend
The Directors do not recommend any dividend for the Financial Year under review.
Particulars of Loans, Guarantees, Investments & Securities
Loans, guarantees and investments covered under Section 186 of the Act form part of the
Notes to the Financial Statements provided in this Annual Report.
Public Deposits
Yours Company has not invited or accepted any deposits during the financial year ended
on 31st March, 2023 under Section 73 of the Companies Act, 2013 and rules made thereunder.
Directors & Key Managerial Personnel
Directors
As on March 31, 2023, the Board comprises of 1 Managing Director, 1 Non- Executive
woman Director and 2 (two) Non-Executive Independent Directors.
Retiring by rotation at the ensuing 13th Annual General Meeting
Pursuant to the provisions of Section 152(6) of the Act and the Articles of Association
of the Company, Mrs. Saraswathi (DIN: 07140959), Non-Executive Non-Independent Director of
the Company is liable to retire by rotation in the ensuing 13th Annual General Meeting
("13th AGM").
The approval of the Shareholders will be sought at the 13th AGM for appointment of Mrs.
Saraswathi (DIN: 07140959) as a Non-Executive Non-Independent Director on the Board of the
Company.
Declaration by Independent Directors
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company;
• they have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and
• they have registered themselves with the Independent Directors Database
maintained by the Indian Institute of Corporate Affairs.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience, and expertise and holds the highest standards of
integrity.
Also, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, for attending the Board/ Committee
meetings of the Company.
None of the Directors of the Company are disqualified to act as a Director under
Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Key Managerial Personnel
During the Financial Year under review, there were changes in the Key Managerial
Personnel ("KMPs") of the Company. Mr. Anadish Srivastava has resigned as a
Company Secretary of the Company with effect from 27th September, 2022 and Mr. Manas
Ranjan Sahoo, has appointed as a Company Secretary with effect from 10th October, 2022.
Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the
Rules framed thereunder, the following persons are KMPs of the Company as on March 31,
2023:
| Mr. Kumar Vaidyanathan |
Chief Financial Officer |
| Mr. Manas Ranjan Sahoo |
Company Secretary |
Performance Evaluation of the Board, its Committees and Individual Directors
The Chairman and other members of the Board discussed upon the performance evaluation
of every Director of the Company and concluded that they were satisfied with the overall
performance of the Directors individually and that the Directors generally met their
expectations of performance.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of the Company hereby confirms that:
1. in the preparation of the Annual Financial Statements for the Financial Year ended
on March 31, 2023, the applicable Accounting Standards have been followed and no material
departures have been made from the same;
2. 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 loss of the Company
for the year ended on March 31, 2023;
3. 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;
4. the annual accounts for the Financial Year ended on March 31, 2023 are prepared on a
going concern basis;
5. they have laid down internal financial controls and the same have been followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
6. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on the Companys performance
and strategies. During the Financial year under review, 5 (Five) Board meetings were held.
The Board meeting was held on 07th May 2022, 04th August 2022, 10th
October 2022, 09th November, 2022 & 02nd February 2023 during the year.
All the information that is required to be made available to the Directors in terms of
the provisions of the Act and the SEBI Listing Regulations, so far as applicable to the
Company, is made available to the Board.
Committee Meetings
The Audit Committee meets at regular intervals to discuss and decide on the Companys
performance and strategies and recommend the Board for the review and approval. The Audit
Committee met five times during the year 2022-23.
The Nomination and Remuneration Committee meets once during the year 2022-23.
The Stakeholders Relationship Committee meets Eleven times during the Financial Year
202223.
The Risk management Committee meets Four times during the financial year 2022-23.
Committees of the Board
The Company has constituted the following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Risk Management Committee; and
4. Stakeholders Relationship Committee.
The composition of each of the above Committees is available in our website
https://www.gitarenewable.com/services.html .
All the recommendations made by the various Committee(s), during the year, were
accepted by the Board of your Company
As per section 135 of the Companies Act, 2013 every company having Net worth of Rs. 500
crore or more or Turnover of Rs.1000 Crore or more or Net Profit of Rs. 5 Crore or more
during the immediately preceding financial year shall constitute the Corporate Social
Responsibility Committee of the Board of Directors of the Company.
Accordingly, since the Company fulfilled the aforesaid criteria for the Financial Year
2023-24, Board of Directors of the Company has constituted the Corporate Social
Responsibility Committee on the Board meeting dated 23rd May 2023 to comply the
above section on recommendation of Audit Committee.
The CSR committee consists of following Directors
| Sl No Name of the Member |
Executive/Non-Executive / Independent |
Profile |
| 1 Seshadri Sekar |
Non-Executive Independent |
Chairman |
| 2 Sankaran Sivasailapathi |
Non-Executive Independent |
Member |
| 3 Ramamoorthy Natarajan |
Executive- Director |
Member |
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel
The Board has adopted a Nomination and Remuneration Policy in terms of the provisions
of Section 178(3) of the Act and the SEBI Listing Regulations, dealing with appointment
and remuneration of Directors, Key Managerial Personnel ("KMP"). The policy
covers criteria for determining qualifications, positive attributes, independence and
remuneration of its Directors and KMP.
Internal Financial Control Systems and its Adequacy
The Company has adequate internal financial control procedures commensurate with its
size and nature of business. The Company has appointed Internal Auditors who periodically
audit the adequacy and effectiveness of the internal controls laid down by the Management
and suggest improvements.
The Audit Committee of the Board approves the annual internal audit plan and
periodically reviews the progress of audits as per the approved audit plan along with
critical internal audit findings presented by internal auditors, status of implementation
of audit recommendations, if any, and adequacy of internal controls.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis, which is a part of this Annual Report.
(Annexure-1)
Annual Return
In terms of the provisions of Section 92(3) and Section 134 (3) (a) of the Act read
with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company for the Financial Year 2022-23 in the prescribed Form No. MGT-7 is
available on the Companys website at https: / / www.gitarenewable.com / services.html
Business Responsibility and Sustainability Report
SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)
Regulations, 2021 w.e.f. May 05, 2021, has introduced new reporting requirements for the
top 1000 listed companies with effect from the Financial Year 2022-23 on ESG (Environment,
Social and Governance) parameters called the Business Responsibility and Sustainability
Report ("BRSR").
The Company has not required to submit the BRSR for the above said regulations
Corporate Governance
The Company believes that an effective framework of Corporate Governance is the
foundation for sustainable growth and long term shareholders value creation. It is
critical to ensure sound Corporate Governance for enhancing and retaining stakeholders
trust and your Company seeks to ensure that its performance goals are met accordingly. The
efforts of the Company are focused on long term value creation to all its stakeholders
including members, customers, partners, employees, lenders and the society at large. The
Board reaffirms its continued commitment to good corporate governance practices.
The Report on Corporate Governance is not required as stipulated under the SEBI Listing
Regulations.
A certificate from M/s. M K Madhavan & Associates , Practicing Company Secretaries,
Secretarial Auditors of the Company confirming compliance with the non-applicability of
corporate governance as stipulated under the SEBI Listing Regulations, is annexed to this
Report. (Annexure-2)
Credit Rating
The Company has not obtained any credit rating from any credit rating agency
Employee Stock Options Plan
The Company has not issued any shares under Employee Stock Options Plan
Auditors & Reports Statutory Auditor
Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit
& Auditors) Rules, 2014, M/s S.K. Gulecha & Associates, Chartered Accountants,
Chennai (Firm Registration No. 013340S) were appointed as the Statutory Auditors of the
Company by the shareholders for a term of five consecutive years, from the conclusion of
the 10th Annual General Meeting (AGM) of the Company till the conclusion of the 15th
Annual General Meeting to be held in the year 2025.
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 and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. M K Madhavan & Associates, Practicing Company Secretaries, to conduct
the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit
Report for the Financial Year ended March 31, 2023 is annexed herewith as (Annexure-3) to
this Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
Particulars of Contracts or Arrangement with Related Parties
All contracts/ arrangements/ transactions entered into by the Company during the
Financial Year with its related parties were approved and reviewed by the Audit Committee
from time to time and the details of same are disclosed as part of the Financial
Statements of the Company for the Financial Year under review, as per the applicable
provisions of the Act.
All contracts/ arrangements/ transactions with related parties entered into during the
Financial Year were at arms length and in the ordinary course of business and in
accordance with the provisions of the Act and the Rules made thereunder, the SEBI Listing
Regulations and the Companys Policy on Related Party Transactions. During the Financial
Year under review, there were no transactions for which consent of the Board was required
to be taken and accordingly, no disclosure is required in respect of the Related Party
Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed
thereunder (Annexure-4).
Vigil Mechanism/ Whistle Blower Policy
Your Company promotes ethical behavior in all its business activities and your Company
has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) of
the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing
complaints from Employees, Directors and other Stakeholders.
Your Companys Whistle blower Policy encourages its Directors and Employees and also
its Stakeholders to bring to your Companys attention, instances of illegal or unethical
conduct, actual or suspected incidents of fraud, actions that affect the financial
integrity of your Company, or actual or suspected instances of leak of Unpublished Price
Sensitive Information ("UPSI") that could adversely impact your Companys
operations, business performance and/ or reputation. The Policy requires your Company to
investigate such incidents, when reported, in an impartial manner and take appropriate
action to ensure that the requisite standards of professional and ethical conduct are
always upheld. It is your Companys policy to ensure that no complainant is victimised or
harassed for bringing such incidents to the attention of your Company.
The Company is using SDD platform to track the same.
Code for Prevention of Insider Trading
In compliance with the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, ("PIT Regulations") as amended, the Company has formulated
and adopted the Internal Code of Conduct to regulate, monitor and report trading by
Insiders ("the Insider Trading Code"). The Insider Trading Code prohibits
dealing in securities of the Company by the designated persons and their immediate
relatives, while in possession of unpublished price sensitive information in relation to
the Company and during the period(s) when the trading window is closed.
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in line
with the PIT Regulations and has formulated a Policy for determination of legitimate
purposes as a part of the Code of Fair Disclosure. The Code of Fair Disclosure also
includes policy for procedures of inquiry in case of leak of (UPSI) and aims at preventing
misuse of UPSI.
Pursuant to the above, the Company has put in place adequate and effective system of
internal controls to ensure compliance with the requirements of the PIT Regulations.
Corporate Social Responsibility
In terms of the provisions of Section 135 of the Act, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, your Company does not require to constitute the
CSR Committee during Financial year 2022-23.
Policy on Code of Business Ethics and Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company places importance in the way its business is conducted and the way each
employee performs his/ her duties. The Company encourages transparency in all its
operations, responsibility for delivery of results, accountability for the outcomes of our
actions, participation in ethical business practices and being responsive to the needs of
our people and society. The Company has Code on Business Ethics Policy ("Code")
setting out the guiding fundamentals for the organization to conduct its business. The
Code provides for the matters related to governance, compliance, ethics and other matters.
The Company has always believed in providing a safe and harassment free workplace for
every individual working in any office through various interventions and practices. The
Company endeavors to create and provide an environment that is free from discrimination
and harassment including sexual harassment. The Company has in place a robust policy on
prevention of sexual harassment at workplace. The policy aims at prevention of harassment
of employees and lays down the guidelines for identification, reporting and prevention of
sexual harassment.
a) Number of complaints received during the financial year : Nil
b) Number of complaints disposed of during the financial year : Nil
c) Number of complaints pending as on end of the financial year : Nil
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The Company consciously makes all efforts to conserve energy across its operations. In
terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts)
Rules 2014, the report on conservation of energy, technology absorption, foreign exchange
earnings and outgo forms part of this Report as (Annexure-5)
Particulars of Employees
Disclosure with respect to remuneration of Directors and Employees as required under
Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 ("said Rules") forms part of this Report as
(Annexure 6)
Risk Management
Risk management is integral to the Companys strategy and for the achievement of the
long-term goals. Our success as an organisation depends on our ability to identify and
leverage the opportunities while managing the risks.
The challenges faced by the Company have brought a mix of opportunities and
uncertainties impacting the Companys objectives. Risk management, which aims at managing
the impact of these uncertainties, is an integral part of the Companys strategy setting
and decision making process. The Company regularly identifies uncertainties and after
assessing them, devises shortterm and long-term actions to mitigate any risk which could
materially impact your Companys longterm goals. This process of identifying and assessing
the risks is a two-way process with inputs being taken from Employees across the
organization. The Company engages regularly with various stakeholders to foresee changing/
emerging expectations and proactively tries to integrate the same with the overall plans
and priorities of the Company. The Risk Management Committee of the Company has been
entrusted by the Board with the responsibility of reviewing the risk management process in
the Company and ensuring that the risks are brought within acceptable limits.
Our approach to risk management is designed to provide reasonable assurance that our
assets are safeguarded, the risks facing the business are being assessed and mitigated and
all information that may be required to be disclosed is reported to the Companys Senior
Management, the Audit Committee, the Risk Management Committee and the Board.
Mitigation plans to significant risks are well integrated with functional and business
plans and are reviewed on a regular basis by the senior leadership. The Company endeavours
to continually sharpen its risk management systems and processes in line with a rapidly
changing business environment.
Further details on the risk management activities including the implementation of Risk
Management framework/ policy, key risks identified and their mitigations are covered in
the Management Discussion and Analysis, which forms part of this Annual Report.
Secretarial Standards
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to Meetings of the Board of Directors and General Meetings respectively.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2022-23, no order has been passed by any regulatory
authorities or Courts impacting the going concern status and Companys operations in
future.
General
The Directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions/ events have not taken place during the year under review:
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impacts the going concern status and the Companys operations in future.
• The Company has not accepted any deposits within the meaning of Section 2(31)
and Section 73 of the Act and the Rules framed thereunder. As on March 31, 2023, there
were no deposits lying unpaid or unclaimed.
• There is no plan to revise the Financial Statements or Directors Report in
respect of any previous Financial Years.
• The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
• The Company has not issued shares (including sweat equity shares) to employees
under any schemes.
• No material changes and commitments have occurred between the end of the
Financial Year of the Company to which the Financial Statements relate and the date of the
report affecting the financial position of the Company.
• In the absence of any amounts required to be transferred to the Investor
Education and Protection Fund (IEPF) under Section 125(1) and Section 125(2) of the Act,
the Company was not required to transfer any such sum to the IEPF.
• Maintenance of cost records as specified by the Central Government under Section
148(1) of the Act, is not required to be done by the Company. Accordingly, such accounts
and records are not prepared nor maintained by the Company.
• No application has been made against the Company under the Insolvency and
Bankruptcy Code, 2016 ("IBC") hence the requirement to disclose the details of
application made or any proceeding pending under the IBC (31 of 2016) during the year
along with their status as at the end of the Financial Year is not applicable. There was
no instance of onetime settlement with any Bank or Financial Institution.
Acknowledgement
The Directors take this opportunity to express their appreciation for the support and
cooperation extended by our Customers, Bankers, Vendors, Suppliers, Sub-Contractors and
all other stakeholders. The Directors gratefully acknowledge the ongoing co-operation and
support provided by all Statutory and Regulatory Authorities.
The Boards of Directors also wish to place on record its deep sense of appreciation for
the committed services by the Companys employees at all levels. Your Directors also
appreciate and acknowledge the confidence reposed in them by the Members of the Company.
|
For and on behalf of the Board of Directors Sd/- |
| Place: Gummidipoondi |
R. Natarajan |
| Date : August 14th , 2023 |
Chairman & Managing Director (DIN-00595047) |
+91-9892691696
