gita renewable energy ltd share price Directors report


To the Members,

The Directors present the 12th Annual Report of Gita Renewable Energy Limited ("the Company") along with the Audited Financial Statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS

Rs.in lakhs

Sl. Particulars Financial Year Financial Year
No. 2021-22 2020-21
01. Revenue from Operations (Net) 24.00 24.00
02. Other Income 302.65 18.43
03. Total Income 326.65 42.43
04. Operating Profit (PBIDT) 238.05 (1413.51)
05. Finance Cost 0.03 -
06. Depreciation and Amortisation expense - -
07. Profit before tax 238.05 (1413.51)
08. Tax expense - -
09. Net Profit for the year 1294.04 (1413.51)
10. Other Comprehensive Income/(Losses) 1055.99 -
11. Total Comprehensive Income for the period 1294.04 (1413.51)
12. Earnings per share (in Rs.) 31.47 (34.37)

PERFORMANCE REVIEW

The Companys revenue from operations for the year under review is Rs. 326.65 Lak has compared to Rs. 42.43 in the previous year signifying an increase of 769% The increase in revenue during the year under review is attributed to the increase in the trading of coal.

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended 31st March, 2022.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 ["the Act"], the Directors of the Company, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed and there are no 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 31st March, 2022 and of the profit 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22. .

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

Mr. Chandikeshwar Sharma, and Mr. Suresh Kedia Directors of the Company resigned from the Board of Directors of the Company with effect from 30th June 2021, 13th August 2021 respectively. The Board places on record its sincere appreciation for their valuable services rendered during their tenure.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Board of Directors at their meeting held on 13th August 2021appointed Mr. S. Sekar (DIN: 01050597) as an Additional Directors (Non-Executive, Independent) of the Company with effect from 13th August 2021 to hold office till the ensuing Annual General Meeting of the Company. The shareholders of the Company at their 11th Annual General Meeting held on 30th September 2021 approved the appointment of Mr. S.Sekar as Directors of the Company for a period of five consecutive years with effect from 13th August, 2021 up to 12th August 2026, not liable to retire by rotation.

The Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee ("NRC"), approved the appointment of Mr. Sankaran Sivasailapathi (DIN: 09409356) as an Additional Director on the Board of the Company with effect from 31th March 2022 to hold office up to the date of ensuing Annual General Meeting. A resolution seeking shareholders approval for his appointment as a Director of the Company forms part of the Notice.

Details of the proposed appointment of the abovementioned Director is mentioned in the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 of the Notice of the 12th AGM.

Key Managerial Personnel

The Board of Directors appointed Mr. Anadish Srivastava as the Company Secretary and Compliance Officer of the Company with effect from 30th June, 2021.

MEETINGS

1.Board Meetings

The Board of Directors met Six times during the financial year 2021-22. The meetings were held on 28th April 2021, 30th June 2021, 13th August 2021, 12th November 2021, 10th February 2022 and 31st March 2022. The attendance particulars of each Director at the Board Meetings for the financial year 2021-22 are as under :-

SN Name of Directors No. of Board meetings held during the year No. of Board Meetings attended during the year
1. Mr. R. Natarajan 6 6
2. Mr. Suresh Kedia# 6 2
3. Mr. Chandikeshwar Sharma# 6 1
4. Mr. S Sekar@ 6 3
5. Mr. Sankaran Sivasailapathi @ 6 1

#Mr. Chandikeshwar Sharma and Mr. Suresh Kedia resigned with effect from 30.06.2021 and 13-08-2021 respectively.

* Mr. S. Sekar and Mr. Sankaran Sivasailapathi was appointed with effect from 13.08.2021 and 31.03.2022.

2. Committee Meetings

The Audit Committee met five times during the year 2021-22. The meetings were held on 28th April 2021, 30th June 2021, 13th August 2021, 12th November 2021, 10th February, 2022.

The Nomination and Remuneration Committee met two times during the year 2021-22. The meetings were held on 30th June 2021 and 31st March 2022.

The Stakeholders Relationship Committee met once on 31st March 2022 during the year 2021-22.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.chennaiferrous.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDIT COMMITTEE

a) Composition and terms of reference

The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation

18 of SEBI Listing Regulations, as may be amended from time to time. The Committee comprises of the following members as on 31st March 2022:-

Sl.No. Name of the Member Executive/Non- Executive/Independent Profile
1. Mr. S. Sekar Non-Executive Independent Chairman
2. Mr. Sankaran Sivasailpathy Non-Executive Independent Member
3. Mr. R. Natarajan Executive Member

All the members of the Audit Committee are financially literate.

The Audit Committee acts in accordance with the terms of reference as specified by the Board, pursuant to the provisions of Section 177 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. The terms of reference inter-alia include:-

• Recommending the appointment, remuneration and terms of appointment of auditors of the company;

• Examining the financial statement and the auditors report thereon;

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

• Approval or any subsequent modification of transactions of the company with related parties;

• Evaluating the internal financial controls and risk management systems;

• Calling for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and also discuss any related issues with the internal and statutory auditors and the management of the company.

• Reviewing the functioning of the whistle blower mechanism.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

AUDITORS

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s M.K. Madhavan & Associates, Practising Company Secretaries as Secretarial Auditor to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT

The Board of Directors has developed and implemented a Risk Management Policy for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee additionally overviews the financial risks and controls. The Risk Management Policy is available on the website of the Company at www.chennaiferrous.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made, given or provided any loans or investment or guarantee or security to any person or body corporate under the provisions of Section 186 of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure-II to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return in Form MGT 7 shall be placed on the website of the company at www.chennaiferrous.com after the conclusion of the 12th Annual General Meeting.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014 is annexed herewith as Annexure-III to this Report. Pursuant to Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of eight lakh and fifty thousand rupees per month or one crore and two lakh rupees per year during the year under review.

CORPORATE GOVERNANCE in accordance with Regulation 15(2) (a) of the SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Since the paid up Equity Share Capital and Net-worth of the Company as on the last day of the previous financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR) Regulations, 2015, the Company has claimed exemption under the said Regulation. Accordingly, the Company is not required to submit the Corporate Governance Report as required under Regulation 27(2) of SEBI (LODR), Regulations, 2015.

As required under Schedule V (C) of SEBI Listing Regulations, Management Discussion and Analysis Report is attached and forms part of this report.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2021-22:-

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

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the relevant rules made thereunder, the Company shall spend, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. Our Company is not meeting the CSR Applicability.

STATE OF COMPANYS AFFAIRS

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34 (2) (e) of SEBI Listing Regulations is given as a separate part of the annual report. It contains a detailed write up and explanation about the performance of the company.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31st March 2022 and 2nd June 2022.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2021-22, no order has been passed by any regulatory authorities or Courts impacting the going concern status and Companys operations in future.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the assistance and cooperation received from the Banks, Government Authorities, Corporate Professionals, Customers, Vendors and Shareholders during the year under review, in aiding the smooth flow of operations. Continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

For and on behalf of the Board of Directors
Sd/-
Place: Gummidipoondi R. Natarajan
Date : June 2, 2022 Chairman & Managing Director
(DIN-00595047)