Sangam Renewables Ltd Directors Report.

The Members

Sangam Renewables Limited

(Formerly known as Sangam Advisors Limited)

Mumbai

The Directors are pleased to present the 20th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2019 is summarised below:

(Amount in Rs. Lakh)

Particulars Consolidated Standalone
2018-19 2017-18 2018-19 2017-18
Total Income 758.54 203.37 582.14 204.20
Less: Expenditure 676.47 164.74 490.80 162.52
Profit/(Loss) before Tax 82.07 38.63 91.33 41.68
Tax Expense (including Previous Year Tax 273.51 29.44 60.40 29.45
Adjustment)
Profit/(Loss) after Tax (191.44) 9.19 30.93 12.23

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During FY19, the year under review, Sangam Renewables Limited and its subsidiaries (the Company) commissioned 7.415MW (0.86 MW last FY) rooftop projects, signed PPAs for 34.60 MWp (10.7 MW last FY) rooftop and ground mounted projects. Out of these 16.97 MWp are under construction and will be commissioned by Oct 2019. The rest 17.63 MWp are also scheduled to be taken up for construction soon. The Companys business is carried out from its registered office in Mumbai.

For the current FY20, the Company plans to continue its focus on the Commercial & Industrial (C&I) market segment to sign Power Purchase Agreements with companies of high credit rating, to install Solar PV plants on rooftops as well as ground mounted (within campus or remotely located under open access). The Company expects to ink PPAs for 30 MWp to 60 MWp during FY20. The Company shall also continue to provide advisory and consultancy services in solar specific vertical. Given the impetus the Central government is planning in the coming years, the Company sees a huge potential in the solar industry and is well poised to tap these opportunities.

For ease of operations, administrative convenience, the Company has decided to have multiple Subsidiary companies based on the type of Off Takers.

Financial Performance Review & Analysis (Consolidated)

The Company earned consolidated profit before tax of Rs. 82.07 lakhs and after tax loss of Rs. 191.44 for the FY 2018-19, as against consolidated profit before tax of Rs. 38.63 lakhs and after tax profit of Rs. 9.19 lakhs during FY 2017-18.

3. DIVIDEND AND RESERVES

No dividend was declared for the current financial year due to conservation of profits and continued investment in the business.

4. SHARE CAPITAL

During the year under review, the authorised share capital of the Company is increased from Rs. 102,500,000 (Rupees Ten crores twenty five lakhs only) comprising 10,250,000 equity shares of face value of Rs. 10/- each to Rs. 210,000,000 (Rupees Twenty One crores only) comprising 21,000,000 equity shares of face value of Rs. 10/- each by special resolution passed in an Extra-ordinary General Meeting of the Members of the Company held on March 28, 2019.

The paid up equity share capital as at March 31, 2019 stood at Rs. 100,148,340 (Rupees Ten Crores one Lakh Forty-Eight Thousand Three Hundred and Forty only).

During the current financial year, the Company has allotted 10,800,000 (One Crore Eight Lakh) Equity Shares of the face value of Rs. 10 each to Waaree Energies Limited, a promoter group Company and with this allotment the Company has become subsidiary of Waaree Energies Limited with effect from April 08, 2019.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

5. SUBSIDAIRY AND ASSOCIATES COMPANIES

During the financial year, the Company has incorporated two subsidiaries i.e. Waasang Solar Private Limited and Waasang Solar One Private Limited and as on March 31, 2019 the Company has the following four subsidiaries: Waacox Energy Private Limited (100% Wholly owned ) Sangam Rooftop Solar Private Limited (100% Wholly owned ) Waasang Solar One Private Limited (51 % shareholding) Waasang Solar Private Limited (74 % shareholding)

During the current financial year the Company has acquired 10,000 equity shares of face value of Rs. 10/- each of Waaree PV Technologies Limited representing 100% of the paid up equity share capital of the Company and with this acquisition, Waaree PV Technologies Limited become wholly owned subsidiary of the Company with effect from April 08, 2019.

The Company has no associates or joint ventures Company.

6. CONSOLIDATED FINANCIAL STATEMENT

The Company has consolidated financial statement for the financial year ended on March 31, 2019, as required in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditors Certificate thereon is annexed herewith.

8. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9, is annexed herewith as Annexure 1.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Pujan Doshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

During the financial year, Ms. Menka Jha Independent Director and Mr. Mayank J. Shah, Managing Director of the Company resigned with effect from March 01, 2019 and March 30, 2019 respectively. Mr. Ankit Doshi, Director & CFO of the Company has resigned with effect from April 08, 2019.

Mr. Sharad Kumar Saxena (DIN: 01874149) has been appointed as the Whole-time Director (WTD) of the Company with effect from April 08, 2019.

Mr. B. C. Bhandari has been appointed as the Chief Financial Officer (CFO) of the Company with effect from April 08, 2019.

Ms. Anita Jaiswal has been appointed as an additional Director in the category of Non-Executive, Independent Director of the Company with effect from June 20, 2019.

10. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

12. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.sangamrenew.com )

13. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.sangamrenew.com)

14. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The details of transactions entered into with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain arms length transactions and annexed herewith as Annexure- 2.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that; i. in the preparation of the Annual Accounts for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to departures, if any; ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made 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, 2019 and of the profit of the Company for the year ended on that date iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a "going concern" basis; v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively; vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

17. STATUTORY AUDITOR

R T Jain & Co. LLP, Chartered Accountants, (Firm Registration No: 103961W), is the Statutory Auditor of the Company appointed at the AGM held in the year 2016 for a period of five years, till the conclusion of the AGM of the Company to be held in the year 2021.

There is no audit qualification, reservation or adverse remark for the financial year under review.

18. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

19. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - 3 and forms an integral part of this report.

There is no audit qualification, reservation or adverse remark for the financial year under review.

20. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

21. RISK MANAGEMENT

Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner.

Management Discussion and Analysis Report contain more details on the risk management practiced by the Company.

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

22. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2018-2019, no complaints were received by the Company related to Sexual Harassment

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

24. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Management System is done on a continuous basis.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

25. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - 4 & 5 to this report.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

26 . MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report for the financial year ended March 31, 2019.

27. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

29. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Companys shares are listed with BSE Limited Your Company has paid the respective annual listing fees and there are no arrears.

30 . ACKNOWLEDGEMENT AND APPRECIATION

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.

On behalf of the Board
For Sangam Renewables Limited
(Formerly known as Sangam Advisors Limited)
Sd/- Sd/-
Sharad Kumar Saxena Pujan Doshi
Place: Mumbai (Whole-time Director) (Director)
Dated: July 26, 2019 DIN: 01874149 DIN: 07063863