Dear Members,
Your Directors take pleasure in presenting the Twenty Ninth Annual Report of your
Company "Operational Energy Group India Limited" together with the audited
financial statements for the financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS
Your Companys results of operationsis summarized below:
(Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Revenue from Operations |
25,185.90 |
26,345.13 |
25349.09 |
29031.88 |
| Profit Before Interest and Depreciation |
1,665.51 |
1,553.03 |
1519.33 |
1678.09 |
| Less: Finance Charges |
194.54 |
195.07 |
67.25 |
67.76 |
| Profit before depreciation and taxes |
1,470.98 |
1,357.96 |
1452.08 |
1610.33 |
| Less: Depreciation |
94.75 |
104.54 |
66.85 |
75.77 |
| Net Profit Before Tax |
1,376.23 |
1,253.42 |
1385.23 |
1534.56 |
| Less: Tax Expenses |
319.01 |
395.50 |
342.11 |
371.99 |
| Net Profit After Tax |
1,057.22 |
857.92 |
1043.12 |
1162.57 |
| Other Comprehensive Income |
250.74 |
213.02 |
57.46 |
64.14 |
| Total Comprehensive Income |
1,307.95 |
1,070.94 |
1100.58 |
1226.71 |
| Balance of Profit brought forward |
3,550.14 |
5225.50 |
2449.56 |
3998.79 |
| Proposed Dividend on Equity Shares |
- |
- |
- |
- |
| Surplus carried to Balance Sheet |
4,858.09 |
6,235.43 |
3550.14 |
5225.50 |
DIVIDEND
For the year under review, the Board of Directors decides to plough by the profits to
conserve resources for future expansion and the working capital requirements of the
Company hence do not recommend any dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid for the previous years,
the provisions of Section 125 of the Companies Act, 2013 do not apply.
PERFORMANCE REVIEW
Standalone:
The net revenue from the operations of the Company decreased from Rs. 25,349.09 lakhs
to Rs. 25,185.90 Lakhs, the company registered a marginal decrease of 0.64% from the
previous year. The year registered an increase in EBITDA of Rs. 1,665.51 compared to
Rs.1519.33 lakhs earned in the previous year. Profit before tax was Rs. 1,376.23 lakhs
against Rs. 1,385.23 lakhs in the previous year. Profit after tax was at Rs. 1,057.22
lakhs against Rs. 1043.12 lakhs in the previous year
Consolidated:
The consolidated net revenue from operations decreased from Rs. 29031.88 lakhs to Rs.
26,345.13 lakhs a decrease of 9.25% over the previous year. Earnings before interest,
depreciation, tax and amortization (EBITDA) were at Rs. 1,553.03 lakhs as compared to Rs.
1678.09 lakhs in the previous year. Profit before tax at Rs. 1,253.42 lakhs against Rs.
1534.56 lakhs in the previous year. Profit after tax was at Rs. 857.92 lakhs against Rs.
1162.57 lakhs in the previous year.
PERFORMANCE REVIEW OF BUSINESS OPERATIONS IS AS UNDER
During the year, the turnover of the company has marginally decreased by about Rs.1.63
crores. However, the Company has secured new O&M orders from power plants, and it
expects to increase its turnover in the coming years. Nevertheless, the profitability of
the company has remained constant without much difference due to the effective cost saving
measures taken by the Company post the pandemic.
STATE OF COMPANYS AFFAIRS AND OUTLOOK
Power plant capacities under O & M Scope of Operational Energy Group India Limited
O & M:
GROWTH IN TERMS OF MW (Mega Watts) |
|
|
|
| Period |
MWs In Domestic |
Growth % |
MWs In Overseas |
Growth % |
| AS on 31st March 2023 |
5342 |
|
498 |
|
|
|
4.07% |
|
0.00% |
| AS on 31st March 2022 |
5125 |
|
498 |
|
The revenue generation of Operational Energy Group India Ltd. is not necessarily linear
to the capacity of power generation.
FINANCE
During the year under review, there was no change in the credit limits with Axis bank
as compared to the previous years sanction. The cash credit utilization by the Company is
far less than the sanctioned amount.
RELATED PARTY TRANSACTION
All related party transactions entered into during the year were on an arms length
basis and in the ordinary course of business and are in compliance with the applicable
provisions of the Companies Act, 2013 and the Listing Regulations. All Related Party
Transactions were placed before the Audit Committee for prior approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in
nature. During the year under review, there were no material contracts, arrangements or
transactions entered into by the Company with related parties pursuant to Section 188 of
Act and accordingly Form AOC-2 is not applicable.
The Company has formulated the Related Party Transaction Policy which is posted on the
Companys website under the investors section at www.oegglobal.com.
The Directors draw attention of the Members to the Notes to the Financial Statements
which sets out related party disclosures as per Regulation 23 of the SEBI (Listing
Obligations Disclosure Requirements) Regulations, 2015.
RISK MANAGEMENT
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI
(LODR) Regulation, 2015, the Company has developed and implemented a Risk Management
Policy. A systematic approach has been adopted that originates with the identification of
risk, categorization, and assessment of identified risk, evaluating effectiveness of
existing controls and building additional controls to mitigate risk and monitoring the
residual risk through effective
Key Risk Indicators ("KRI"). The implementation is being carried out in a
phased manner with the objective of encompassing the entire line of businesses. Risk
assessment update is provided to the Risk Management Committee on a periodical basis. The
Committee assists the Audit Committee and the Board of Directors in overseeing the
Companys risk management processes and controls. In the opinion of the Board, there are
no elements of risks threatening the existence of the Company.
DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was outstanding as on the
date of the Balance Sheet.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company recognizes the responsibilities towards society and strongly intends to
contribute towards development of knowledge-based economy. It has therefore constituted a
Corporate Social Responsibility Committee which is headed by an independent director and
supports educational cause in rural areas through Yashas English School Foundation in
Malli village, Srivilliputhur, Virudhunagar district, Tamil Nadu. The school has been
contributing in the field of education and has earned a good reputation in the local area.
Operational Energy Group India limited has contributed Rs.30,00,000 /- during the year
under review towards the vision of knowledge development.
The Board of Directors continue their yearly donations to M/s. Yashas English School to
further the cause of education.
The Companys CSR Policy is available on our website, at
https://www.oegglobal/investors Relations/Codes Policies/ OEGIL CSR Policy.pdf. The annual
report on our CSR activities is appended as Annexure I to the Boards report. The said
initiatives are over and above the statutory requirement.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs.14,00,00,000/- (Rupees Fourteen
Crores Only) divided into 1,40,00,000 Equity Shares of Rs. 10/- each.
The Paid-up Equity Share Capital of the Company is Rs.13,04,18,000/- (Rupees Thirteen
Crores Four Lakhs Eighteen Thousand only).
During the year under review there was no allotment of shares and there was no buyback
of shares.
WHISTLEBLOWER POLICY AND VIGIL MECHANISM
Your Company has established a whistle blower mechanism as per to Section 177(9) and
(10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations. The Board
of Directors of the Company have formulated and adopted Whistle Blower Policy which aims
to provide a channel to the Directors and employees to report genuine concerns or
grievances, significant deviations from key management policies and report unethical
behavior, actual or suspected fraud or violation of the Companys code of conduct. The
mechanism provides adequate safeguards against victimization of Directors and employees to
avail the mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit
Committee from time to time.
Your company hereby affirms that no Director/employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance for sexual harassment at workplace and has adopted an
anti-sexual harassment policy and implemented an effective mechanism for the prevention,
prohibition, and redressal of sexual harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013.
No complaint of sexual harassment was received during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, guarantees provided and investments made by the Company
during the year 2022-2023, as required under the provisions of Section 186 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, is
disclosed in the notes to Financial Statements which forms part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
A separate statement containing the salient features of the Audited financial statement
of all the Subsidiary and Associate Companies is also enclosed in Form AOC-1 in Annexure
II as prescribed under the Companies Act, 2013 and the Rules made thereunder.
SUBSIDIARY COMPANIES, ASSOCIATE AND JOINT VENTURES
SUBSIDIARY:
The companys policy on material subsidiaries, as approved by the Board, is uploaded on
the Companys website at www.oegglobal.com. The summary of the performance of the
subsidiaries is given below:
M/s. Pacific Technical Services India Private Limited
The Company has been exploring the possibilities of various business opportunities
overseas. Pacific Technical Services India Private Limited has a subsidiary company
incorporated in Dubai named as Operational Energy Generation FZCO, which had obtained
O&M contracts in Lebanon. The company is actively pursuing opportunities in Africa.
Based on the consolidated financial results for the year ended 31.03.2023, Pacific
Technical Services India Private Limited qualifies to be a material Subsidiary as per
regulation 16(1) (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 with a contribution of 21.31% of the consolidated net worth of the holding company.
Financial Overview:
The Company has recorded Nil revenue from operations on standalone basis for the year
ended 31st March 2023 as against Rs. 14.19 lakhs revenue for the previous year.
The loss for the period was Rs. 2.45 lakhs as against the loss of Rs.2.15 lakhs of the
previous year. The consolidated Revenue was recorded Nil for the year ended 31st
March 2023 as against Rs. 2841.77 lakhs for the previous year with a consolidated Net loss
for the year was reported at Rs. 376.50 lakhs as against Profit after Tax of Rs. 62.16
lakhs in the previous year.
M/s. Maxitech Engineering Private Limited
All the projects taken by the Company has been completed duly Since the financial
requirements and banking arrangements required for undertaking new projects are not enough
with the company, the company has deferred taking new projects.
Financial Overview
The Company has recorded a NIL revenue from operations for the year ended 31 March 2023
as against of Rs.65.03 lakhs in the previous year. The Company has recorded a net loss of
Rs.0.82 lakhs for the year as against profit of Rs. 4.37 lakhs for the previous financial
year.
M/s. Pacific Imperial Thermal Private Limited
The Company was incorporated on 24th March 2021 as a subsidiary of your
company. Your Company expands its business of operation and maintaining of electricity
generating stations of all types, distribution systems, substations & switchgear,
refurbishment, repair or renovation of power plants, startup/commissioning services,
provision of maintenance staff, repowering, efficiency improvement services and
preparation of operations & maintenance manuals for power plants of all types in India
and all over the world.
Financial Overview
The Company is yet to commence its operations. The company has not recorded any income
for the year under consideration.
M/s. OEG Bangladesh Private Limited
OEG Bangladesh is executing O&M of a 225MW Gas turbine power plant in Bangladesh.
The commercial operation has already started in June 2021, and it is running successfully.
Financial Overview
The Company has recorded 143,175,000 Taka revenue from operations for the year ended 31
March 2023 as against 92,000,000 Taka in the previous year. The Company has recorded a net
Income of 22,042,019 Taka for the year as against profit of 72,59,605 Taka for the
previous financial year.
ASSOCIATES
M/s. Thoothukudi Renew Waters Private Limited:
M/s. Thoothukudi Renew Waters Private Limited could not secure the firm water supply
agreements from the prospective customer. The company was inoperative since its
incorporation due to various adverse situations and was defunct. Without any business
activity the management had no purpose in keeping the Company alive. Hence, an application
for strike off was made to the Registrar of Companies on 21 February 2023 and the same is
approved. The status of the Company now stands Struck-Off
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate and are in commensurate with its size and the
nature of its operations. The Internal Financial Control procedure adopted by the Company
are adequate for safeguarding its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. It also ensures compliance with prevalent statutes,
regulations, management authorisation, policies and procedures of the Company. During the
year under review, the Internal Financial Controls were operating effectively, and no
material or serious observation has been received from the Auditors of the Company for
inefficiency or inadequacy of such controls.
The Audit committee of the Board periodically reviews audit plans, observations, and
recommendations of the internal and external auditors, with reference to the significant
risk areas and adequacy of internal controls and keeps the Board of Directors informed of
their observations, if any, from time to time.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Boards Composition
The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an
appropriate combination of Executive, Non-Executive, and Independent Directors. The
Company has 4 (Four) Directors comprising of 1 (One) Executive Chairman & Managing
Director, 1 (One) Non-Executive Woman Director and 2 (Two) Independent Directors. The
complete list of Directors of the Company has been provided in the Report on Corporate
Governance forming part of this Report.
Director Appointment/Re-appointment
During the Year Mrs. Usha Ramesh (DIN: 00053451), who retired by rotation, was
re-appointed as a Non-Executive Director and
Mr. B. Vishwanathan (DIN: 00702802) retired from the office of Independent Directors on
the completion of his second term with effect from 15 September 2022.
Mr.N.S.R.Ganesh Babu (DIN: 06846188) was appointed as the Independent Non-Executive
Director of the Company in the 28th Annual General Meeting held on 13 September
2022 in the first term for a period of 1 year with effect from 16 September 2023 up to 15
September 2023.
Changes in Key Managerial Personnel
Mr. Kartikeswar Sahoo, who was appointed on 21 May 2022 has vacated the office of
Company Secretary due to personal reasons with effect from 26 May 2023.
Ms. Ramya Sachin Inamdar (Membership Number A68463) was appointed as the Company
Secretary of the Company in the Board meeting held on 27 May 2023.
In compliance with Regulation 36(3) of the Listing Regulations, brief profile of all
the directors proposed to be appointed / re-appointed are attached along with the Notice
of the ensuing Annual General Meeting.
Apart from the above, there have been no other changes in Directors and KMP.
Key Managerial Personnel (KMP)
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company as on 31st March 2023:
Mr. Subramanyam Ramesh Executive Chairman & Managing Director Mr. Sankarankovil
Venkateswaran Natarajan - Chief Financial Officer Ms. Ramya Sachin Inamdar- Company
Secretary
MEETINGS AND COMPOSITION OF BOARD OF DIRECTORS AND COMMITTEE(S)
The details of the Meetings of the Board and Committee(s) of the Company held during
financial year are disclosed in the Report on Corporate Governance forming part of this
Annual Report of the Company. The Composition of Board and Committee(s) as on March 31,
2023, is disclosed in the Report on Corporate Governance.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of independence, as required
pursuant to provisions of the Section 149(7) of the Act, stating that they meet the
criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations and are not disqualified from continuing as Independent
Directors of the Company. Further, all the Independent Directors have confirmed their
registration on Independent Directors Databank.
FAMILIARIZATION PROCESS
Senior management personnel of the Company, on a structured basis, interact with
directors from time to time to enable them to understand the Companys strategy, business
model, operations, service product offerings markets, organization structure, finance,
human resources, technology and risk management and such other areas. The details of
familiarization program for independent directors can be accessed from the Companys
website www.oegglobal.com
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors of the
Company have affirmed compliance with the Code of Conduct of the Company.
GOVERNANCE GUIDELINES
The Company has adopted Governance Guidelines on Board Effectiveness. The Governance
Guidelines cover aspects related to composition and role of the Board, Chairman and
Directors, Board diversity, definition of independence, Directors term, retirement age
and Committees of the Board. It also covers aspects relating to nomination, appointment,
induction and development of Directors, Director Remuneration, and subsidiary oversight,
code of conduct, Board effectiveness review and mandates of Board committees.
NOMINATION AND REMUNERATION POLICY
Your Company has a Nomination and Remuneration Policy as required under Section 178(3)
of the Act and the Listing Regulations. The Remuneration policy of the Company covers the
criteria for selection, appointments and remuneration of the Directors, Key Managerial
Personnel and Senior Managerial Personnel of the Company including criteria for
determining qualifications, positive attributes, independence of a Director and other
related matters. The Nomination and Remuneration Policy adopted by the Board is available
on the website of the company at www.oegglobal.com.
BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole, its
committees and the directors individually, in accordance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with specific focus on the performance and effective functioning of the
Board and individual directors.
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014 and SEBI (Listing Obligations Disclosure Requirement)
Regulations 2015, the Board of Directors during the year carried out an annual performance
evaluation of its own performance, the Directors including Independent Directors (without
the participation of the Executive Director) and the Chairman.
The evaluation was done on various parameters covering effectiveness and to access the
quality, quantity and timeliness of flow of information between the Company Management and
the Board, Corporate Governance, etc., and the Independent Directors have expressed their
satisfaction on the performance and effectiveness of the Board.
The Board has also expressed satisfaction at the performance and contributions of the
Independent Directors and confirmed the continuance of their terms of appointment for
effective board deliberations as required by Schedule IV of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and belief and according to information and
explanations obtained from the management confirm:
(a) in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures.
(b) for the financial year ended March 31, 2023, such accounting policies as mentioned
in the Notes to the financial statements have applied consistently and judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair
view of the Company at the end of the financial year and of the profit of the Company for
the financial year ended March 31, 2023.
(c) that 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) the annual financial statements have been prepared on a going concern basis.
(e) that proper internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
(f) that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on the Management Discussion
and Analysis is enclosed as a part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance
along with the certificate from a Practicing Company Secretary certifying compliance with
the conditions of Corporate Governance, forms part of this Annual Report.
INFORMATION TECHNOLOGY (IT)
The Companys IT infrastructure is continuously reviewed and renewed in line with the
business requirements and technology enhancements. The Company has successfully
implemented ERP programmer (SAP) and is constantly reviewing and modifying the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy, Technology Absorption
As per Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules,
2014 and Companys policy to conserve energy the Company has been actively involved
with the clients for reducing the heat rate and auxiliary consumption of the power
generating stations of the clients. Measures such as the introduction of VFD, blending of
fuel etc. are being constantly pursued by your Company, thereby contributing towards
energy conservation, and reducing carbon footprint. The Company also encourages the client
energy audit to identify potential areas and scans the environment for innovative and
reliable solutions. Efforts are continuously being taken to reduce energy consumption in
the plants. The Company is in active discussion with the technology providers for reducing
the emission from the power generating stations.
Foreign Exchange Earnings and Outgo
Foreign exchange earnings and outgo during the year under review were as follows:
| Foreign exchange earnings |
Nil |
| Foreign exchange outgo |
Nil |
PARTICULARS OF EMPLOYEES
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 are enclosed as Annexure III to this Report.
Statement containing the particulars of top ten employees as required under Rule 5(2)
and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report and is enclosed as Annexure IIIA.
ANNUAL RETURN
Pursuant to Section 93 of the Companies Act, 2013, the Annual Return of the Company for
the year ended March
31, 2022, is available on the Companys website and can be accessed at
https://www.oegglobal.com/investor-relations/Disclosure Under Regulation 46(2) of
SEBI(LODR)Regulations 2015/26. Annual Returns /MGT-7-for-the-year-2021-22.pdf.
The Annual Return of the Company as on March 31, 2023, will be uploaded on the website
of the Company after it is filed with the Registrar of Companies.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Act and the rules made there under,
Members at the Twenty Fourth Annual General Meeting held on 21st September 2018
appointed M/s Padmanabhan Ramani & Ramanujam, Chartered Accountants, Chennai, as the
Statutory Auditors of the company for a period of 5 consecutive financial years to hold
office from the conclusion of the Twenty Fourth Annual General Meeting i.e. FY 2018-19
till the conclusion of the Twenty Nineth Annual General Meeting to be held in the FY
2023-24.
As the tenure of the appointed auditors concludes in the ensuing Annual General
Meeting, M/S Padmanabhan Ramani & Ramanujam, Chartered Accountants being eligible and
satisfying the criteria stipulated under the Provisions of Section 141 of the Companies
Act, 2013 have consented to continue as the Statutory Auditors of the Company for Two (2)
years in the second term of their appointment. Accordingly, the Board of Directors of the
Company ("the Board") on the recommendation of the Audit Committee, proposes
to the Members the appointment of M/S Padmanabhan Ramani & Ramanujam, Chartered
Accountants (Firm Registration No.002510S), as the Statutory Auditors in their second term
for 2 (Two) years i.e from the conclusion of the 29th Annual General Meeting to
the Conclusion of the 31st Annual General Meeting (Financial Years 2023-24 and
2024-25).
In the event of appointment, the Statutory Auditors shall hold the Office for a period
of 2(Two) Years.
STATUTORY AUDITORS REPORT
The Statutory Auditors Report issued by M/s/ Padmanbhan Ramani & Ramanujam for the
year under review does not contain any qualification, reservations, or adverse remarks.
The Notes to the Accounts referred to in the Auditors Report are self-explanatory and
therefore do not call for any further clarifications under Section 134(3)(f) of the Act.
Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company
have not reported any instances of fraud committed in the Company by its officers or
employees.
COST AUDIT
The requirement of Cost Audit under The Companies (Cost Record and Audit) Rules 2014 is
not applicable to the Company.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Act and Rules made there under, Mr. V. K.
Shankararamann of VKS & Associates, Practicing Company Secretaries, has been appointed
as Secretarial Auditor of the Company for the financial year ended 31 March 2023. The
Secretarial Audit Report confirms that the Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines. The report of the Secretarial Auditor is enclosed
as Annexure C to this Report. The report is self-explanatory and does not call for any
further comments.
The Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks or disclaimers.
As per the requirements of Listing Obligation Regulations, Practicing Company
Secretaries have undertaken secretarial audits of subsidiaries for Financial Year2022-23.
The Secretarial Audit Reports of the subsidiaries confirm that they have complied with the
provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations
or non-compliances.
The Secretarial Audit Reports of the unlisted subsidiary viz Pacific Technical Services
India Private Limited, Pacific Imperial Thermal Private Limited and Maxitech Engineering
Private Limited has been annexed to this Report required by the provisions of SEBI(LODR)
Regulations, 2015.
OTHER DISCLOSURES
NUMBER OF BOARD MEETINGS
During the year, 5 (Five) Board meetings were held, the details of which are provided
in the Corporate Governance Report.
COMPOSITION OF COMMITTEE OF DIRECTORS
The Board has constituted the following Committees of Directors: (a) Audit Committee,
(b) Nomination & Remuneration Committee, (c) Stakeholder Relationship Committee (d)
Vigil Mechanism Committee (e) Corporate Social Responsibility Committee (f) Risk
Management Committee (g) Share Transfer Committee
The detailed composition of the above Committees along with the number of meetings and
attendance at the meetings are given in the Corporate Governance Report.
SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year (31st March 2023) and the date of
the report.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material orders were passed by the regulators or the Courts or
Tribunals impacting the going concern status and Companys operations in future.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
No applications were made, and no proceedings were pending under the Insolvency and
Bankruptcy Code, 2016 during the year under the review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
No one time settlement took place during the year under review.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation of the
committed services of the Executives, staff and employees of the Company.
For & on behalf of the Board of Directors
| Place: Chennai |
|
| Date: 10.08.2023 |
|
|
S. Ramesh |
|
DIN: 00052842 |
|
Executive Chairman & Managing Director |
+91-9892691696
