Sangam Renewables Ltd Directors Report.

The Members

SANGAM RENEWABLES LIMITED

(FORMERLY KNOWN AS SANGAM ADVISORS LIMITED)

The Directors are pleased to present the 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

2. Renewable source of energy remains one of the most important focus of the government with addition of 13 GW of capacity addition in the year 2017. Undoubtedly electricity is backbone of industrial usage and engine growth for the economy. With the reduction in solar module prices, solar has become more affordable than in the past. Within various avenues in solar power generation, Company remains focused on rooftop and specialised projects like agri-feeders. All Indian states now have policies for grid connected rooftop PV systems. The total PV capacity for rooftop was estimated at 1.3 GW as of March 2017 and cumulative rooftop PV capacity target is 40 GW by 2022. The Company presently has 213.5 MW of order size; out of which 10.7 MW is rooftop and 202.8 MW is ground mounted.

Financial Performance Review & Analysis (Consolidated)

The Company achieved consolidated total income of 203.37 lakhs for the FY 2017-18, as against Rs.25.86 Lakhs during FY 2016-17 and profit of Rs.37.90 Lakhs as against loss of Rs.3.28 lakhs in FY 2016-17.

3. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2018.

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. 1,400,000,000 (Rupees One hundred and forty crores only) comprising 140,000,000 equity shares of face value of Rs. 10/- by special resolution passed through Postal Ballot process on March 30, 2018.

However, the Board recommend to the shareholders of the Company to rescind the above resolution passed for increase in authorized capital of the Company from Rs. 10.25 crores to 140 crores and the same has been incorporated in the notice of 19th Annual General meeting of the Company for the approval of the members.

On approval as above, the authorized capital of the Company shall be 102,500,000 (Rupees Ten crores twenty five lakhs only) comprising 10,250,000 equity shares of face value of Rs. 10/- each.

The paid up equity share capital as at March 31, 2017 stood at 100,148,340 /- (Rupees Ten Crores one Lakh Forty-Eight Thousand Three Hundred and Forty only). There is no change in the paid up share capital of the company during the financial year.

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.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2018 the Company has two wholly owned subsidiaries which were acquired during the financial year. The details of wholly owned subsidiaries are as below;

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2018 is summarised below:

(Amount in Rs. Lakh)

Particulars

Consolidated

Standalone

2017-18 2016-17 2017-18 2016-17
Total Income 203.37 25.86 204.20 25.86
Less: Expenditure 164.74 29.37 162.52 29.37
Profit/(Loss) before Interest, Depreciation & Tax 38.63 (3.51) 41.68 (3.51)
Profit/(Loss) before Tax 38.63 (3.51) 41.68 (3.51)
Tax Expense (including Previous Year Tax Adjustment) 0.73 0.23 0.73 0.23
Profit/(Loss) after Tax 37.90 (3.28) 40.95 (3.28)

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

1. WAACOX ENERGY PRIVATE LIMITED and

2. 8M SOLAR FUND PRIVATE LIMITED.

The Company has no associates company or joint ventures company.

7. CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Company has acquired two wholly owned subsidiary Companies and has consolidated its financial statement in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

8. 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.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed herewith as Annexure - 1 and forms an integral part of this report.

10. 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 Ankit Doshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

• All Independent Directors had 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 year under review, Mr. Mayank Jayantilal Shah (DIN: 00076380) got appointed as the Managing Director (MD) for a period of five years with effect from November 14, 2017 to November 13, 2022 (both days inclusive)

• Mr. Pujan Pankaj Doshi has resigned from the post of Managing Director of the Company and Ms. Gauri Shankar Bajaj has resigned from the Directorship of the Company.

11. 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.

12. 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.

13. 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 )

14. 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 )

15. 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-d-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

16. 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.

17. BOARD MEETING

During the financial year ended on March 31, 2018, four Board Meetings and four Audit Committee Meetings convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The details are given in the Corporate Governance Report. The intervening gap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. 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, 2018, 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, 2018 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.

19. STATUTORY AUDITORS

R T Jain & Co. LLP, Chartered Accountants, (Firm Registration No: 103961W), who were appointed as Statutory Auditors of the Company at the last 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 (subject to ratification of their appointment at every AGM).

In view of Companies Amendment Act, 2017 the requirement of ratification of auditor by the members at every Annual General Meeting is now not required.

The Board accordingly recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2021.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

20. 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.

21. 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.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis 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.

23. RISK MANAGEMENT

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.

24. 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.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

26. 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.

27. 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 31st March 2018.

28. 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.

30. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

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

31. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

On behalf of the Board For Sangam Renewables Limited (Formerly known as Sangam Advisors Limited)
sd/- sd/-
Mayank Shah Ankit Hitesh Doshi
(Managing Director) (Director)
DIN: 00076380 DIN: 07605202
Place: Mumbai
Dated: June 22, 2018