The Shareholders of,
Ravindra Energy Limited
The Directors are pleased to present the 43rd Annual Report of Ravindra
Energy Limited together with the Audited Financial Statements (Standalone and
Consolidated) for the financial year ended March 31, 2023.
STATE OF THE COMPANYS AFFAIRS
The information on the business overview and outlook and the state of the affairs of
the Company is discussed in detail in the Management Discussion & Analysis, forming
part of this Annual Report.
There is no change in the nature of business of the Company for the year under review.
RESULTS OF OPERATIONS
The standalone revenue from operations for the year ended March 31, 2023
was Rs. 282.22 million and other income was Rs. 356.38 million, aggregating to Rs. 638.60
million, as against revenue from operations of Rs. 728.89 million and other income was Rs.
162.11 million, aggregating to Rs. 891.00 million for the previous year ended March 31,
2022. The Company has earned a profit after tax of Rs. 42.38 million for the year ended
March 31, 2023 as compared to a loss of Rs. 1,811.28 million incurred for the previous
year ended March 31, 2022. Revenue from operations includes, installation and
commissioning, sale of solar system for water pumping, sale of electricity, etc.
The consolidated revenue from operations for the year ended March 31, 2023
was Rs. 2526.33 million and other income was Rs. 331.68 million, aggregating to Rs.
2858.01 million, as against revenue from operations of Rs. 7,649.98 million and other
income was Rs. 696.61 million, aggregating to Rs. 8,346.59 million for the previous year
ended March 31, 2022.
The Company earned a consolidated profit of Rs. 167.47 million for the
year ended March 31, 2023 as against consolidated profit Rs. 369.25 million for the
previous year ended March 31, 2022.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Companys financial performance for the year ended March 31, 2023 is summarized
below.
(Amount in Mn)
|
Standalone |
Consolidated |
Particulars |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
282.22 |
728.89 |
2,526.33 |
7,649.98 |
| Other Income |
356.38 |
162.11 |
331.68 |
696.61 |
Total |
638.60 |
891.00 |
2,858.01 |
8,346.59 |
Profit/(Loss) before financial expenses, depreciation and amortization |
67.14 |
(1,726.45) |
466.37 |
631.34 |
| Financial expenses |
11.97 |
37.87 |
134.70 |
180.40 |
| Depreciation & Amortization |
14.56 |
5.79 |
113.43 |
92.37 |
Profit/(loss) before exceptional and extraordinary items |
40.60 |
(1,770.11) |
218.24 |
358.58 |
| Exceptional & Extraordinary items |
- |
(40.51) |
- |
(40.51) |
Profit/(loss) before tax |
40.60 |
(1,810.61) |
218.24 |
318.07 |
| Provision for Current tax |
(0.59) |
0.59 |
(0.42) |
1.31 |
| Deferred Tax |
(1.18) |
0.07 |
51.19 |
(52.49) |
Profit/(Loss) for the year |
42.38 |
(1,811.28) |
167.47 |
369.25 |
| Share of Profit/(Loss) from Associate company |
- |
- |
(0.49) |
(2.21) |
| Re-measurement of defined benefit plans |
(0.48) |
(0.22) |
(0.48) |
(0.22) |
Total Comprehensive income for the year |
41.90 |
(1,811.50) |
166.50 |
366.82 |
AMALGAMATION
The Company had filed applications seeking sanction of the scheme of amalgamation of
Agri Venture Trading and Investment Private Limited (Wholly-Owned Subsidiary) into
Ravindra Energy Limited, before the Honble National Company Law Tribunal bench at
Bengaluru and before the Mumbai Bench.
The said scheme of amalgamation has been sanctioned by the Honble Tribunal at
Bengaluru on January 5, 2022. A Certified True Copy of the said order has been filed with
the Registrar of Companies, Karnataka at Bengaluru.
Further, the said scheme has also been sanctioned by the Honble Tribunal Mumbai Bench
on March 24, 2023. A Certified True Copy of the said order has been filed with the
Registrar of Companies, Maharashtra at Mumbai.
Pursuant to the scheme of amalgamation as sanctioned by the Honble NCLTs, the
Appointed Date is April 1, 2019 and the Effective Date is May 15, 2023.
TRANSFER TO RESERVES
In view of the inadequate profits for the financial year ended March 31, 2023, no
amount was transferred to General Reserves.
DIVIDEND
With a view to conserve the resources, the Board of Directors did not recommend any
dividend for the financial year ended March 31, 2023.
DEPOSITS
During the year under review, the Company has not accepted any deposits. Hence, details
relating to deposits covered under Chapter V or deposits which are not in compliance with
the requirements of Chapter V of the Companies Act, 2013 are therefore not given.
PROJECTS
The Company has undertaken various projects relating to Solar Photo Voltaic (PV) Power
Pumping Systems, Roof Top Solar Projects and Ground-Mount Solar Power Projects, at various
locations in the state of Karnataka, Maharashtra and Rajasthan.
The Company has commissioned 13.9 MWp grid connected solar (photovoltaic) power
generation facilities at the Project Site situated at Kumbhari Village, District Sholapur,
State Maharashtra, through its Subsidiary Companies. The projects are housed under SPVs,
REL Kumbhari Solar Project 1 Private Limited; REL Kumbhari Solar Project 2 Private
Limited; REL Kumbhari Solar Project 3 Private Limited and REL Kumbhari Solar Project 4
Private Limited. The Company plans to install another 14 MWp solar generation facilities
at the same project location.
The Company has also obtained connectivity approval for a 80MW project in Wardha in
Maharashtra and another 50 MW solar-wind hybrid project in North Karnataka. The projects
are likely to get commissioned in September 2024.
The Company has set up an SPV, Prerak Greentech Solar Private Limited, with Aright
Green Enterprises LLP and Tan Surya Urja LLP for developing a 400 MWac solar park in
Rajasthan. The proposed solar park will be connected to Central Transmission Utilitys
grid. The project is scheduled to commission in January 2025.
REL Power Trading LLP a Wholly-Owned Subsidiary of the Company had obtained a Category
‘V licence for inter-state trading in electricity in Pan India from Central
Electricity Regulatory Commission and has started trading operations from June 2023.
Details of all the projects of the Company have been provided in the Corporate
Governance Report forming part of this Annual Report.
CONVERSION OF WARRANTS
The Board of Directors of the Company with an intention to augment funds, to meet the
funding requirements of the Company, had issued 2 crore warrants of the face value of Rs.
51/- each, on preferential basis, during the financial year 2021-22.
During the year under review, some of the warrant holders exercised the option of
conversion of 32 lakh Warrants into 32 lakh Equity Shares of the face value of Rs. 10/-
each at a premium of Rs. 41/- per share. The said shares were allotted to the warrant
holders and listing approval for the same was received from BSE Limited. As on the date of
this report, 1.68 crore warrants are outstanding.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 is presented separately and forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SEBI, vide its Circular dated May 10, 2021, made Business Responsibility and
Sustainability Report mandatory for the top 1,000 listed companies (by market
capitalization) from fiscal 2023.
Since, the provisions of the Regulation 34(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the year
ended March 31, 2023 based on the market capitalisation, the Business Responsibility and
Sustainability Report is therefore not given.
Ravindra Energy Limited
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") and
Indian Accounting Standard (AS)-27, the Company has prepared Consolidated Financial
Statements for the financial year ended March 31, 2023 and are annexed to this Annual
Report.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Companys subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, will be made available
on the Companys website at www.ravindraenergy.com.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company had 28 subsidiaries as on March 31, 2023 including 18 Limited Liability
Partnerships by virtue of exercise of more than one half of total voting power at its own.
There was one Associate Company as on March 31, 2023. However, there was no Joint Venture
Company, within the meaning of Section 2(6) of the Companies Act, 2013, as on that date.
There has been no material change in the nature of the business of the subsidiaries.
List of Subsidiary and Associate Companies as on March 31, 2023 is given in the Extract
of Annual Return in Form MGT 9, which is available on the website of the Company at
www.ravindraenergy.com.
List of Subsidiaries incorporated during the year under review:
1) REL Power Trading LLP
2) REL Kumbhari Solar Project 1 Private Limited;
3) REL Kumbhari Solar Project 2 Private Limited;
4) REL Kumbhari Solar Project 3 Private Limited;
5) REL Kumbhari Solar Project 4 Private Limited; and
6) REL Kumbhari Solar Project 5 Private Limited.
During the year under review, the Company has divested its entire stake in REL Rural
Warehousing Limited.
After the balance sheet date, in accordance with the orders passed by the Honble
NCLTs, Agri Venture Trading and Investment Private Limited is amalgamated in to Ravindra
Energy Limited.
Pursuant to the proviso to Section 136 of the Act, the financial statements of the
Company, consolidated financial statements, along with relevant documents, are available
on the Companys website at www.ravindraenergy.com.
The Policy for Determining Material Subsidiaries may be accessed on the Companys
website at www.ravindraenergy.com.
DIVESTMENT OF STAKE IN MATERIAL SUBSIDIARY
The management, with an intension to exclusively focus on developing its renewable
energy business, decided to exit non-renewable energy businesses.
In accordance with the approval of the shareholders by way of special resolution passed
in the annual general meeting of the Company held on August 11, 2022 during the year under
review, the Company has divested its entire stake held in REL Rural Warehousing Limited, a
Wholly-Owned Subsidiary of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that: a) In the preparation of the annual accounts for the
financial year ended March 31, 2023 the applicable Accounting Standards read with
requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same; b) The Directors 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) The Directors 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)
The Directors have prepared the annual accounts on a going concern basis; e) The
Directors 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)
The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
We ensure that we follow the corporate governance guidelines and best practices
diligently, not just to enhance long-term shareholder value, but also to respect rights of
the minority stakeholders. We consider it as our inherent responsibility to disclose
timely and accurate information regarding the operations and performance of the Company to
ensure that we gain and retain the trust of our stakeholders at all times. Corporate
governance is about maximizing shareholders value legally, ethically and sustainably. Your
Company is committed to maintain the highest standards of corporate governance and adhere
to the corporate governance requirements set out by the Securities and Exchange Board of
India.
Our report on the Corporate Governance for fiscal 2023 forms an integral part of this
Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the Report on Corporate Governance.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Companys major related party transactions are generally with its promoters,
subsidiaries, associates and group Companies. The related party transactions are entered
into based on considerations of various business exigencies. All the
contracts/arrangements/transactions entered by the Company during the financial year with
related parties were in its ordinary course of business and on an arms length basis.
There were no materially significant related party transactions which could have
potential conflict with the interest of the Company at large.
Prior omnibus approval of the Audit Committee is obtained for the transactions which
are of foreseen and repetitive nature on yearly basis. A statement giving details of all
related party transactions is placed before the Audit Committee for their approval from
time to time.
The Company has made full disclosure of transactions entered into with the related
parties during the year under Note 32(7) of the Standalone Financial Statement and Note
34(4) of the Consolidated Financial Statements, forming part of the Annual Report.
The Policy determining material subsidiary is available on the Companys website at
www.ravindraenergy.com.
Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 approval for related party/material related party
transactions entered/to be entered with related parties during the financial year 2023-24,
is sought by way of a special resolution.
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 are given in Form AOC-2
and the same forms part of this report as Annexure I.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the Management Discussion
and Analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROLS
The internal financial controls have been documented and implanted in the business
processes. Internal controls are regularly tested for implementation and operating
effectiveness. Internal control is enabled through extensive use of technology to support
the risk management processes, ensure the on going effectiveness of internal controls in
processes, compliance with applicable laws and regulations.
The internal control systems are commensurate with the nature of business and the size
and complexity of operations of the Company. The Audit Committee periodically evaluates
adequacy and effectiveness of the Companys internal financial control systems and
monitors the implementation of recommendations made by the Committee. The Auditors of the
Company have also opined that "the Company has in all material respects an adequate
internal financial control system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2023". A
Certificate of Compliance from the Chief Executive Officer and Chief Financial Officer
annexed to the Corporate Governance Report confirms the adequacy of the internal control
systems and procedures of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company Mr. Narendra Murkumbi and Mr. Sidram Kaluti, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment as Directors of the Company. The Board of Directors, on the
recommendation of the Nomination and Remuneration Committee, has recommended their
re-appointment.
Whole-Time Directors
The Board consists of two Whole-Time Directors viz. Mrs. Vidya Murkumbi –
Executive Chairperson and Mr. Shantanu Lath –Chief Executive Officer.
Mr. Shantanu Lath is occupying the position of the Whole-Time Director designated Chief
Executive Officer, since August 11, 2020 and the appointment of Mr. Shantanu Lath was for
a term of three years and accordingly will end on August 10, 2023. Accordingly, taking in
to consideration his long and meritorious association with the Company, excellent
performance and devotion of time, the proposal to re-appoint Mr. Shantanu Lath as the
Whole-Time Director designated as the Chief Executive Officer of the Company for a further
term of three years with effect from August 11, 2023 was placed before the Board after the
recommendation of the Nomination and Remuneration
Committee and is placed for the approval of the members in this Annual General Meeting.
Independent Directors
The Independent Directors possess the requisite skills, experience and knowledge and
their qualification and experience was suitable for the Company and the Board derives
immense value from their guidance and work experience. At present, the Board consists of
five Independent Directors viz. Mr. Vishwanath Mathur, Mr. Robert Taylor, Dr. Shilpa
Kodkany, Mr. Ramesh Abhishek and Mr. Rachit Kumar Agarwal. Mr. Ramesh Abhishek was
appointed as an Additional Director (Independent) on November 3, 2022 to hold office up to
the ensuing Annual General Meeting of the Company. In view of the recommendation of the
Nomination and Remuneration Committee, the Board of Directors has recommended appointment
of Mr. Ramesh Abhishek as an Independent Director of the Company with effect from November
3, 2022. Approval of the shareholders is sought accordingly.
Mr. Robert Taylor was appointed as an Independent Director of the Company for the first
term of 5 (five) consecutive years with effect from August 23, 2017. In view of the
recommendation of the Nomination and Remuneration Committee, the Board of Directors has
recommended re-appointment of Mr. Robert Taylor as an Independent Director for the second
term of five consecutive years with effect from August 23, 2022. Approval of the
shareholders is sought accordingly.
Brief resume of Mr. Ramesh Abhishek and Mr. Robert Taylor, nature of expertise in
specific functional areas, are provided in the explanatory statement and Annexure A
to the notice convening this annual general meeting.
The Company has received declarations from all the Independent Directors of the Company
confirming that, they meet the criteria of independence as provided in Section 149(6) of
the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the circumstances affecting their status as
Independent Directors.
Regarding proficiency, in terms of the regulatory requirements providing for
establishment of an online database of Independent Directors by Indian Institute of
Corporate Affairs, all the Independent Directors of the Company have enrolled their names
in the said database. Also, the online proficiency self-assessment test as mandated will
be undertaken by those Independent Directors of the Company who are not exempted, within
the prescribed timelines.
Non-Executive Directors
The Board consists of two Non-Executive Directors viz. Mr. Narendra Murkumbi and Mr.
Sidram Kaluti.
Since, Mr. Sidram Kaluti is liable to retire by rotation and has offered for
reappointment at this annual general meeting to hold office as Non-Executive,
Non-Independent Director of the Company and who has attained the age of 75 years, approval
of the shareholders for continuation of his directorship in the Company, is sought by way
of special resolution.
Key Managerial Personnel
In addition to the Whole-Time Directors as mentioned above, the Company has two Key
Managerial Personnel viz. Mr. Vikas Pawar – Chief Financial Officer and Mr. Vadiraj
Mutalik –Company Secretary & Compliance Officer.
BOARD EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which include criteria for
performance evaluation of Non-Executive Directors and Executive Directors.
In accordance to Section 178(2) of the Companies Act, 2013, the Nomination and
Remuneration Committee of the Board carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the Directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
etc.
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation
17(10) of the Listing Regulations the Board evaluated performance of Independent
Directors. The Independent Directors in a separate meeting reviewed the performance of
Non-Independent Directors, performance of the Board as a whole and the performance of the
Chairperson. The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of criteria such as the composition of
committees, effectiveness of committee meetings, etc.
STATUTORY AUDITORS AND THEIR REPORT
M/s. P. Ishwara Bhat & Co., Chartered Accountants, Bangalore, is appointed as
Statutory Auditors of the Company, in the 42nd annual general meeting, to hold
office till the conclusion of 47th annual general meeting of the Company to be
held in the year 2027.
The Auditors Report to the shareholders for the year ended March 31, 2023 prepared by
M/s. P. Ishwara Bhat & Co., Chartered Accountants, Bangalore does not contain any
qualification, reservation or adverse remark and therefore do not call for any
explanation/comments.
SECRETARIAL AUDITORS AND THEIR REPORT
In accordance with the provisions of Section 204 of the Companies Act, 2013 the Board
appointed M/s. Sanjay Dholakia
& Associates, Company Secretaries, Mumbai to conduct Secretarial Audit of the
Company for the financial year 2022-23.
Pursuant to Regulation 24A of the SEBI LODR Regulations, the Company has obtained
Secretarial Audit Report and Annual Secretarial Compliance Report from M/s. Sanjay
Dholakia & Associates, Company Secretaries, Mumbai, for the year ended March 31, 2023.
A copy of the Annual Secretarial Compliance Report so obtained, is filed with the BSE
Limited.
The Secretarial Audit Report and the Secretarial Compliance Report do not contain any
qualification, reservation or adverse remark and therefore do not call for any
explanation/ comments.
The Secretarial Audit Report and the Annual Secretarial Compliance Report for the
financial year ended March 31, 2023 are annexed herewith as Annexure II & II-A and
form part of this report.
COST RECORDS AND COST AUDIT
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 the Company has made and maintained cost
accounts and records for the financial year ended March 31, 2023.
The Cost Auditors Report for the year ended March 31, 2023 does not contain any
qualification, reservation or adverse remark and therefore does not call for any
explanation or comments. As recommended by the Audit Committee, the Board has appointed
M/s. A. G. Anikhindi & Co., Cost Accountants, as Cost Auditors to conduct cost audit
of the records maintained by the Company for the financial year 2023-24.
In accordance with the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be
ratified by the shareholders of the Company. Accordingly, consent of the members is sought
for ratification of the remuneration payable to the Cost Auditors for the financial
2023-24.
AUDIT COMMITTEE
The Audit Committee comprises of three Directors namely Mr. Vishwanath Mathur (Chairman
– Independent Director), Mr. Robert Taylor and Mrs. Vidya Murkumbi. Role of the
Committee is provided in the Corporate Governance Report annexed to this report. All the
recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three Directors namely Mr.
Vishwanath Mathur (Chairman), Mr. Robert Taylor and Dr. Shilpa Kodkany. The policy for
Selection of Directors and determining Directors Independence and policy relating to the
Remuneration of Directors, Key Managerial Personnel and other Employees may be accessed on
the Companys website at www.ravindraenergy.com. The salient features of the policies are
annexed to this report as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has developed and implemented a Corporate Social Responsibility Policy to
undertake corporate social responsibility activities and has been posted on the Companys
website www.ravindraenergy.com. The brief outline of the Companys Corporate Social
Responsibility Policy and the initiatives undertaken by the Company on CSR activities
during the year are set out in Annexure IV of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and
other details relating to the CSR Committee are provided in the Corporate Governance
Report forming part of this report.
VIGIL MECHANISM
The Company has established policy on Vigil Mechanism/ Whistle Blower for directors and
employees to report concerns or grievances about unethical behaviour, actual or suspected
fraud or violation of companys code of conduct or ethics policy, pursuant to Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The policy may be accessed on the Companys website at
www.ravindraenergy.com.
INTERNAL COMPLAINTS COMMITTEES
The Company has constituted a committee by name Internal Complaints Committee, in
compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014. The
said committee is constituted to consider and resolve all sexual harassment complaints
reported by women employees. During the year under review the Company did not receive any
such complaint.
MEETINGS OF THE BOARD
The Board of Directors met five times during the year under review on May 21, 2022,
June 17, 2022, August 9, 2022, November 3, 2022 and February 1, 2023. The maximum interval
between any two meetings did not exceed 120 days, as prescribed under the Companies Act,
2013 and SEBI Listing Regulations. Details of the meetings of the Board of Directors held
are given in the report on the Corporate Governance. Also, a Circular resolution was
passed on February 22, 2023 and the same was noted in the Minutes of the subsequent
meeting of the Board of Directors.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security provided is proposed to
be utilised by the recipient, are provided in the financial statements attached to this
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO i.
Conservation of Energy
Particulars with respect to conservation of energy pursuant to Rule 8(3) A of the
Companies (Accounts) Rules, 2014 are not given as during the year under review the Company
was engaged in the business of trading gneration & supply of electricity, installation
of Solar Photo Voltaic (PV) Power Pumping Systems and Roof Mounted and Ground Mounted
Solar Power Projects, not requiring consumption of power. Consumption of power was only
for office purpose. ii. Technology Absorption
The Company was not engaged in any activity relating to production and manufacturing.
No amount was therefore spent towards Technology Absorption. Particulars with respect to
Technology Absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are
therefore not given.
iii. Foreign Exchange Earnings and Outgo
Foreign exchange earnings: Rs. NIL
Foreign exchange outgo: Rs. 1.72 million.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(1) of the Companies Act, 2013 the Company has prepared Annual
Return in the prescribed form containing the particulars as they stood on the close of the
financial year March 2023.
Further, pursuant to Section 92(3) of the Companies Act, 2013 a copy of the Annual
Return is placed under the head "Investors" on the website of the Company at
www.ravindraenergy.com.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V.
There is no employee, who was employed throughout the financial year 2022-23, drawing
remuneration which in aggregate was not less than Rupees One Crore and Two Lakhs per
annum.
There was no employee employed for part of the financial year 2022-23 drawing the
remuneration at a rate which in aggregate was not less than Rupees Eight Lakhs and Fifty
Thousand per month.
ORDERS PASSED BY THE TRIBUNALS AND COURTS
The Company is a partner in 15 Limited Liability Partnerships (LLPs) which are engaged
into the business of ground mount solar power generation, having aggregate capacity of 34
MW. The said LLPs had entered into Power Purchase Agreement (PPA) with Electricity Supply
Companies (ESCOMS), at a tariff of Rs. 8.40/- per unit of power supply. However, due to
delay in commissioning of the projects, the Karnataka Electricity Regulatory Commission
(KERC) reduced the tariff rates to Rs. 4.36 per unit of power supply, without considering
the extension of time granted by ESCOMs under the PPA.
The aggrieved LLPs had filed appeal before the Honble Appellate Tribunal for
Electricity, at Delhi to set aside the orders passed by the KERC reducing the tariff
rates.
Taking into consideration the merits of the case, the Honble Appellate Tribunal for
Electricity, allowed the appeal and set aside the orders passed by the KERC in case of 14
LLPs during the financial year 2021-22 and 1 LLP during the financial year 2022-23.
In view of the said judgments, the tariff rates in respect of the said LLPs has been
restored to Rs 8.40 per unit effective from the date of commissioning and the revenue
realization of the LLPs stands increased to that extent.
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.
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:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b.
Issue of shares (including sweat equity shares) to directors and employees of the Company
under any scheme. c. Details relating to Employees Stock Option Scheme. d. Buyback of
shares. e. The Company does not have any scheme for provision of money for purchase of its
own shares by employees or by trustees for the benefit of employees. f. Purchase by
Company of its own shares or giving of loans for such purchase. g. The Whole-Time Director
of the Company did not receive any remuneration or commission from any of its
subsidiaries. h. There is no change in the nature of business of the Company or its
subsidiaries. i. The details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Companys operations in
future.
j. No fraud has been reported by the Auditors to the Audit Committee of the Board. k.
No cases of child labour, forced labour, involuntary labour, sexual harassment and
discriminatory employment were reported in the financial year 2022-23. l. There were no
material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company and the date of this
report. m. Disclosure about the application made or any proceeding pending under the
Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at
the end of the financial year.
n. Disclosure about the difference between the amounts of the valuation executed 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.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation
and assistance received from investors, customers, business associates, bankers, vendors,
as well as regulatory and Governmental authorities and finally to all shareholders for
their trust and confidence reposed in the Company. Your Directors also thank the
employees at all levels for their support and co-operation.
|
By Order of the Board of Directors |
|
For Ravindra Energy Limited |
|
Sd/- |
|
Vidya Murkumbi |
|
Executive Chairperson |
| Mumbai, August 2, 2023 |
DIN: 00007588 |
+91-9892691696
