To:
The Members of IND Renewable Energy Limited (Formerly Known as Vakharia Power
infrastructure Limited)
Your Directors have pleasure in presenting their 12th Annual Report and the
audited financial statements for the financial year ended 31st March 2023
1 Financial Results
The summarized financial results for the financial year ended 31st March
2023 are presented below:
Rs. In Lakhs
Details |
Financial year ended 31st March 2023 (stand alone) |
Financial year ended 31st March 2022 (stand alone) |
Revenue from Operation |
- |
- |
Other Income |
- |
5.59 |
Profit before tax |
0.05 |
(8.66) |
T axation |
- |
- |
Tax Adjusted for earlier years |
- |
- |
Profit /Loss for the year carried to Balance Sheet |
0.05 |
(8.66) |
• Performance Highlights
The Total Income during the financial year ended 31st March 2023 is Rs. NIL
compared to Rs. 5.59 in the previous year. The profit for the year for the financial year
ended 31st March 2023 is Rs 0.05 compared to loss of Rs. 8.66 in the previous
year.
• Dividend and Reserves
Board of Directors of the Company does not recommend any dividend for the year under
consideration. No amount is transferred to General reserves for the financial year 2022 -
2023.
• Share Capital
During the year under review, there was no change in the share Capital structure and
the paid up capital of the Company remains at Rs. 3,02,73,600 during the year the company
had not issued any securities carrying convertible in to Equity Shares or carrying
differential voting rights.
2. Change In Nature Of Business, If Any:
During the year under review there is no change in nature of business.
3. Finance & Accounts
The Company prepares its financial statements in accordance with the requirements of
the Companies Act 2013(hereinafter referred as "the Act" or "Act") and
the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial
statements have been prepared on historical cost basis in conformity with the Indian
Accounting Standards (“Ind AS”). The
estimates and judgments relating to the financial statements are made on a prudent
basis so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Companys state of affairs, profits and cash flows for the
financial year ended 31st March 2023.
4. Subsidiaries and Associate Company
During the year under review, the company does not have any subsidiary /Joint Venture/
Associate Company.
5. Statement On Annual Evaluation Of Board, Committee And Its Directors
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of
the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board
has carried out an evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination
& Remuneration Committees. A separate exercise was carried out to evaluate the
performance of individual Directors who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of
Non-Independent Directors was carried out by Independent Directors. The Directors
expressed their satisfaction with the evaluation process
6. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. Remuneration Policy is available on companys website www.indrenewable.com
7. Board of Directors
The Board of Directors of the Company is duly constituted.
Mr. Anupam Gupta retires by rotation and being eligible offers himself for
reappointment. Appropriate resolution for his re-appointment is being placed for the
approval of the shareholders of the Company at the ensuring AGM
8. Meetings of Board of Directors
The Meetings of the Board of Directors are scheduled well in advance and held at the
Registered Office of the Company. The notice confirming the meeting and the detailed
agenda is sent well in advance to all the Directors.
During the year under report, the Board met 7 (Seven) times on 30.05.2022, 08.08.2022,
08.09.2022, 06.10.2022, 14.11.2022, 14.02.2023 and 22.03.2023.
9. Audit Committee
The Audit Committee consists of two independent directors and the CFO, namely:
| 1) Mr. Mehul shah - Chairman |
| 2) Mr. Nikhil Kumar shah - Member |
| 3) Mr. Nirmal Shah - Member / CFO |
During the year, the Audit Committee met 5 times on 30.05.2022, 08.08.2022, 14.11.2022,
14.02.2023 and 22.03.2023.
10. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of two independent directors and the
CFO, namely:
| 1) Mr. Mehul shah - Chairman |
| 2) Mr. Nikhil Kumar shah - Member |
| 3) Mr. Nirmal Shah - Member |
During the year, the Nomination and Remuneration met Two times on 08.08.2022 and
14.02.2023.
11. Internal Financial Controls:
The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy
and completeness of the accounting records and timely preparation of reliable financial
disclosures.
13. Listing of shares on BSE
During the financial year under report, the equity shares issued by the company
continue to be listed on BSE. The Listed Capital of the Company is 30273600 at the face
value of Rs. 10/- each.
14. Extract of Annual Return
The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies
Act, 2013, as at 31st March 2023, can be accessed by clicking at the following
linkwww.indrenewable.com
15. Vigil Mechanism / Whistle Blower Policy
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be known as the Whistle
Blower Policy for its Directors and employees to report instances of unethical behavior,
actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. Accordingly, Whistle Blower Policy has
been formulated with a view to provide a mechanism for the Directors and employees of the
Company to approach Chairman of the Audit Committee of the Company. The purpose of this
policy is to provide a framework to promote responsible and secure whistle blowing. It
protects employees willing to raise concerns about serious irregularities within the
Company.
16. Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Companys shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.All Board Directors and the designated employees have confirmed
compliance with the Code. The Companies Code of Conduct is available on companies Website.
17. Particulars of loans, guarantees or investments by the Company
The Company has not given any Loans or provided Guarantee and Security within the
meaning of section 186 of Companies Act, 2013.
18. Significant and material orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts against
the Company during the year.
19. Material Changes Affecting The Financial Position Of The Company:
There have not been any material changes and commitment affecting the financial
position of the Company during the financial year 2022-23.
20. Directors responsibility statement
To the best of knowledge and belief and according to the information and explanation
obtained by them, your directors make the following statement in terms of section 134 (3)
(c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual
Accounts for the year ended on March 31, 2023 and state that:
(i) That in preparation of annual accounts for the year ended 31st March
2023 the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) 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 2023 and of the profit of the Company for the year ended on that
date;
(iii) That the directors 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;
(iv) That the annual accounts have been prepared on a going concern basis
(v) That the directors have devised proper systems to ensure compliance with the
provisions of all applicable law and that such systems were adequate and operating
effectively
21. Statement On Declaration By Independent Director:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing
Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.
22. Statutory auditors
M/s. J D SHAH ASSCIATES having ICAI Firm Registration No. 109601W is appointed as the
statutory auditor of the company to hold office from the conclusion of 10th Annual General
meeting till the conclusion of 15 th Annual General Meeting of the Company.
23. Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable
to the companys operations.
24. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company has appointed Mr. L. Krishnamoorthy, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the financial year
2022-23. The Secretarial Audit Report for the financial year 2022-23 has been annexed to
this Report.
25. Internal control system and their adequacy
The Company has an effective internal control system commensurate with its size and
scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the
internal control systems and suggests improvements, wherever required.
26. Environment and safety
The Companys operations do not pose any environmental hazards.
27. Statutory Information
(A) Conservation of energy: Not applicable
(B) Technology Absorption: Not applicable
(C) Foreign exchange earnings and expenses: Not applicable
28. Corporate Social Responsibility
The provisions of Section 135 are not applicable to the Company.
29. Related party transactions
All transactions entered with related parties for the financial year ended 31st
March 2023 were on arms length basis and in the ordinary course of business. Hence
provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in
Form AOC 2 is not required. All related party transactions are placed before the Audit
Committee and the Board of Directors for approval. The related party transactions during
the year are disclosed in the Notes to the Accounts at appropriate place.
30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has in place a Policy with respect to Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee
for implementation and periodical review of such policy.
31. In terms of Regulation 15(2) of SEBI (LODR) Regulation Relating to Corporate
Goveranance are not applicable to the company and hence the details are not given.
32. Acknowledgement
Your Directors would like to place on record their sincere appreciation to
Shareholders, Bankers, Institutions and Employees for their co-operation and support.
Place: Mumbai |
For and on behalf of Board of Directors Sd/- |
Date: 29.08.2023 |
(Anupam N. Gupta) |
|
Managing Director |
|
Din:0 2294687 |
+91-9892691696
