Your Directors have pleasure in presenting the Sixteenth Annual Report together with audited financial statement of SORIL Infra Resources Limited ("the Company") for the financial year ended March 31, 2021.
FY 2020-21 was an unprecedented year in many respects. The COVID-19 pandemic caused wide-spread economic disruption and brought the world to a stand-still, restriction on movement of people and goods led to widespread loss of incomes and livelihoods. Successive waves of the epidemic strained health infrastructure the world over and has to date resulted in 4 Mn deaths - with daily deaths still hovering around 10,000 per day.
With active support from central banks and governments, damage to the world economy has been contained. With vaccination gathering pace in India and the world over, it is hoped that the world can begin healing and people can get back to a level of normalcy.
For the Company, FY 2020-21 was a year of repair and transition. Despite an extremely challenging year due to the disruptions caused by the COVID-19 pandemic, the Company focused on capital preservation, balance sheet protection, and operating expenses management.
The highlights of the financial results of the Company for the financial year ended March 31, 2021 are as under:
(Amount in Rs.)
|Particulars||For the Financial Year ended March 31, 2021||For the Financial Year ended March 31, 2020|
|Profit before tax and depreciation||285,768,373||189,984,338|
|Less: Depreciation and amortization||210,038,444||238,839,922|
|(Loss)/Profit before tax||75,729,929||(48,855,584)|
|Less: Prior period tax adjustments||-|
|Less: Current period tax adjustments||-|
|(Loss)/Profit after tax||75,729,929||(48,855,584)|
|Add: Other Comprehensive Income||2,530,251||2,257,038|
|Add: Adjustment of transition of Ind AS 116||1,512,715|
|Add: Brought forward Losses||(1,392,536,183)||(1,344,224,166)|
|Amount available for appropriation||(1,314,276,003)||(1,389,309,997)|
|Proposed dividend on preference shares||0||2,676,105|
|Corporate dividend tax thereon||0||550,081|
|Balance carried forward to Balance Sheet||(1,314,276,003)||(1,392,536,183)|
The Board has not proposed to transfer any amount to any reserve(s).
The pandemic has tested the resilience ability of our businesses, people and financial strength. The businesses of the company worked on the framework of respond, recover and re-imagine to tide over the challenges. Our approach has reaffirmed our principles to create sustainable businesses directly and through its subsidiaries.
During the year under review, the business operations of the Company faced macro-economic challenges. COVID-19 resulted in lockdown impacted revenue. The management team of the Company took swift action to align the operational matrix and had a profit of Rs 7.57 crores compared to a loss of Rs 4.89 crores in FY 2020-21, with revenue being Rs 134.85 crores in the current year compared to Rs 174.32 crores in FY 2020-21.
The Company is engaged in the businesses of financing & related activities, equipment renting services, LED, management and maintenance services, etc. All businesses shall always imbibe technology, customer needs & have exceptional standards of governance.
Your Directors believe that all these businesses have huge potential and the Company shall focus on the following aspects as we sail through these unprecedented times:
1) Ensure that business leadership takes responsibility and builds trust with all stakeholders - employees, supply chain partners, and customers.
2) Focus on strengthening the value chain through an innovative and competitive approach towards products and services.
3) Balance risks and opportunities for all key issues.
The Board has geared itself to navigate the challenges posed by COVID-19. The Company is focused on capital preservation, balance sheet protection, and operating expenses management.
The Company continues to do an impact assessment of the pandemic, based on internal and external information available (up to the date of approval of financial results), of its liquidity position, recoverability, and carrying values of receivables and other assets including financial assets. It accordingly made provisions or impaired assets wherever required and accounted for it in the financial books. The impact assessment of COVID-19 is an ongoing process and the Company will continue to monitor any material changes.
The management teams of the respective businesses regularly assess policy and programs of the economy to evaluate the impact on income, operating costs, productivity, competitiveness and sustainability.
SEGMENT WISE BUSINESS REVIEW ON CONSOLIDATED BASIS Financing & related activities, branded as "Indiabulls Rural Finance"
The Company forayed into financial services business in the financial year 2019 by acquiring a Non-Banking Finance Company registered with RBI.
The NBFC operates in 11 branches with new age loan origination and management system; and has an AUM of Rs 237.52 crores (Previous year Rs 235.45 crores) comprising 2760 clients with very insignificant NNPA. The company had a pre-tax profit of Rs 15.55 crores in FY 2020-21 as against Rs 10.72 crores in the previous year. The Company has a capital adequacy ratio of 60.73% and a net worth of Rs 135.93 crores as of March 2021. The management has been able to successfully align the operations matrix with revenue and conserve capital during the pandemic.
The Company shall continue to perform and transform credit delivery by the virtue of its people, technology, and understanding of the customer profile.
The Company is focused on providing largely secured term loans to MSME, small businesses, and traders for business purposes and also offers home loan in affordable and low ticket size categories, largely to the MSME sector employees and business owners in Tier II and Tier III cities, who are the drivers of economic growth in the country.
The announcement of countrywide lockdown dragged the MSME sector in unexpected times. From April to June 2020, the sector faced challenges related to debt repayments, wages/salaries, statutory dues, etc. Enterprises working in essential commodity businesses were better off in terms of interrupted but predictable cash flows. Some of the important relief measures declared by the government to empower MSMEs are
• Definition level change for MSME;
• Credit and finance scheme: Collateral-free Automatic Loans up to INR 3 lakh crores; along with subordinate debt up to INR 20,000 crores;
• Allocating funds for equity participation;
• Relief to non-performing assets;
• Clearing off dues to MSMEs; and
• Disallowing global tenders
Owing to the strong government support and the resilience shown by MSMEs, the sector has been able to take off, scripting a revival story.
A brief overview of the MSME sector:
The Micro, Small and Medium Enterprises (MSMEs) sector contributes significantly to the Indian economy in terms of GDP in exports and generating employment.
|MSME Units (#)||Jobs created||Contribution to exports||% of GDP|
|6.34 crores||11.09 crores||48.10% of total exports||30.27% of the GDP|
The MSME sector has consistently maintained a growth rate of over 12%. More than 50% of the MSMEs are based in rural areas, which indicate a significant rural workforce in the MSME sector, and exhibits the importance of these enterprises in promoting sustainable and inclusive development.
(Source: GOI, Ministry of MSMEs Annual Report 2020-21)
|Particulars (lacs crores)||Micro||Small||Medium||Total|
|Debt Demand Growth||Debt Demand- sector wise|
|21% CAGR||47% Manufacturing|
|53% service sector|
(Data Source: marketreportsonindia.com)
The Company shall continue to progress with the above opportunity and imbibe an asset-light portfolio model.
Equipment renting services branded as "Indiabulls Store One"
"Indiabulls Store One" is the leading equipment rental solution provider with a pan India presence. The primary equipment in our rental fleet includes tower cranes, passenger hoists, piling rigs, excavators, dozers, motor graders, wheel loaders, mobile boom placers, transit mixers, dumpers, steel stir-up machines, concrete batching plants and many more. The equipment offered by your Company is of reputed global brands with unmatched productivity and efficiency.
We have our offices in Mumbai, Gurgaon, Kolkata, Hyderabad, Bangalore, Pune and Chennai. We have rental yards at key locations to serve on a pan India basis and ensure higher productivity. We are providing seamless services to our customers through a focused and professional team managing the business.
FY 2020-21 has been challenging in a lot of aspects due to COVID-19 lockdowns and its impact on real estate and construction companies. Despite strong headwinds in Q1FY20-21, our equipment rental business picked up its pace and executed new rental deployments in Q2 & Q3 of FY20-21, which helped our business to improve revenue in the respective quarters. Our Operations team ensured that equipment operated at project sites despite many supply chain disruptions and skilled manpower challenges. The culture and dedication of our team has been very critical for the customer service mission that we serve.
Our primary customer segments are real estate, airports, precast, infrastructure, metro, mining, petroleum refinery, piling, industrial, and road. In Q1FY21-22, we have also secured orders for rental deployment into the power segment and cement plants; this will further strengthen our position as a leading equipment solution provider in the country.
The Company also offers new aerial work platforms which include Scissor lift and Boom lift. We expect to increase our penetration and increase our sales in the next financial year 2022. We have sold our machines to key customers in construction, oil & gas, auto and breweries segment. In FY21-22, we plan to increase our customer base and target new segments such as pharma, warehousing and cement industries. Our current product range includes electric scissor lifts, diesel scissor lifts, articulated boom lifts, and telescopic booms. We shall be gradually adding more variants of machines required by the construction and infrastructure sector. The products offered by the Company are of the highest safety standards and comply with European standards.
During FY20-21, the renting division had total revenue of Rs 46.73 crores as against Rs 75.65 crores in the previous year primarily due to COVID-19 related disruptions. We have been able to sail through the pandemic because a significant portion of our cash expenditure is variable in nature. We have also substantially leveraged our current engineering capacity
to reduce the third party maintenance services and have successfully minimized other discretionary expenses across general and administrative expenses.
The equipment rental industry is highly fragmented and diverse. We have extensive resources and competitive advantages. This results in our customers increasing their reliance on our execution and management abilities. We have a sustainable business model in place as our fleet has breadth and depth to serve sectors with different trade cycles.
We continue to pursue excellence in the following areas:
• Customized leasing and rental solutions
• Ability to swiftly mobilize and execute projects across the country
• Design and execution capabilities to handle complex projects
• Professional team to manage O&M activities at project sites
• Highest safety standards
• Higher availability and reliability of rental machines, which helps customers to execute projects faster
Your Company is fully poised to grow its equipment rental business in FY21-22, by taking advantage of the governments investment in the infrastructure sector and the revival seen in the real estate segment. In the Union Budget 2021-22, the Central government has made the highest ever budget outlay of Rs. 1.18 lakh crores for road transport and highway infrastructure, an increase of nearly 18% than what it is estimated to spend by March21. The Road Transport Ministry targets to build a record 11,000 Km NHs during the current financial year.
Similarly, the railways have been considered as a priority sector, wherein the Central Government has allocated Rs. 1.10 lakh crores with a capital outlay of Rs. 2.15 lakh crores, this is 33% more than the revised capital outlay expenditure for 2020-21. The Central Government will provide funding to key metro projects in Kochi, Chennai, Bengaluru, Nagpur and Nashik with an estimated budget outlay of Rs 88,060 crores.
The Governments focus on affordable housing and the taxation benefits offered to homebuyers will result in the revival of the housing real estate segment. In FY21-22, MoHUA has been allocated Rs 54,581 crores, comprising Rs 27,500 crores for Pradhan Mantri Awas Yojana (PMAY) and Rs 13,750 crores for Smart Cities Mission/Atal Mission for Rejuvenation and Urban Transformation (AMRUT) and other urban missions.
Further, the ministry of Jal Shakti has received Rs 2,87,000 crore for five years to provide 2.87 crore tap-water connections in 4,378 statutory towns and liquid waste management in 500 AMRUT towns. In addition, SBM-2 has been launched with Rs 1,41,000 crore for five years to focus on safe sanitation, water harvesting and recycling. Further, urban bus transport received Rs 18,000 crores to include 20,000 additional buses in the city transport system.
We are optimistic that the pandemic will prove to be a watershed moment in equipment renting demand since the government will be compelled to work on a very strict monitoring mechanism of infrastructure projects implementation to restore the GDP growth of at least 9% in the near future.
LED lighting branded as "lb LED"
The COVD-19 pandemic challenged and tested our tenacity, resilience and compassion to the core. And the team sees that our vision requires us to walk several miles, more clearly, to fulfill the customer experience and harness the potential of technology for a more beaming, productive and connected spending on lighting and electrical in the near future.
Indiabulls LED has created an exciting story in institutional and consumer LED Lighting segments in India with a primary focus on providing reliable, sustainable and technologically advanced LED lighting products to Indian consumers and institutional buyers. All products are designed, developed and manufactured in India.
During the year, we enhanced our product portfolio to meet the needs of a new market environment and consumers. Our product team focuses on generating significant energy savings for our consumers and rolling out multiple variants of energysaving products.
Indiabulls LED completed the year with a comprehensive product range; creating reach and presence in pan India markets.
The revenue of Rs 50.16 crores in the current year was lower as compared to the previous year, due to countrywide lockdowns and business disruptions. Our companys financial flexibility supported us to navigate the current environment, support our operations and pursue our goals.
We continued to expand our geographies and distribution network across the country. As on March, 21, we are present in over 600 towns/cities of India through 650 plus channel partners and more than 15000 retailer points for customers and consumers.
The lighting division possesses one of the best talent pools in the LED Industry in R&D, development, design, supply chain management, and sales functions. We are determined to offer appropriate lighting solutions with an underlying emphasis on "Lights that understand you"
The words "Lights that understand you" inspires us to create a palette for our partners - architects and designers. Lights should be innovative to kill bacteria; mirror circadian rhythm; contribute to positive patient outcomes in health centers; create vibes of confidence and positivity in all lighted spaces to perform better. We shall be more sensitive to GHG and make the future more productive.
The Company has state of the art contract manufacturing facilities located in the Mumbai region, Daman, Hyderabad, Baddi, and Bangalore, and has set up a technologically advanced Lighting Innovation Centre in Mumbai, which aspires to be the best in class in the industry.
Our growth drivers:
• Our commitment to doing business the right way. Our customers and supply chain partners have to align with ethical practices.
• State of the art Centre of Excellence in product innovation, adapting new technologies and providing cost-effective LED lighting solutions to customers.
• Consistency of quality. We shall continue to adopt the best practices for product reliability. We are an ISO 9001:2015 certified Company.
• Delivering customer service as per promise.
• Culture of openness, tolerance and collaboration.
In the previous years, the team had many celebrations on winning prestigious accounts. In the midst of the COVID pandemic, demand of office space lighting sinked. The frontend and back end teams of Institutional Project Lighting changed gear to focus more on pharmaceuticals and food & beverage plant lighting, where demand cropped up and met the expectations of these new set of customers in spite of all disruptions.
We shall strive to grow further in IT/ITES, banking and financial institutions, real estate, manufacturing, pharmaceutical industries and infrastructure projects in the institutional LED segment and service residential consumers through the consumer LED segment.
Management and maintenance services
The Company has developed expertise in all avenues of management and maintenance of properties. The Company currently manages and maintains residential properties in Mumbai and NCR for which the revenue was Rs 37.96 crores as against Rs 26.85 crores in the previous year.
The management commends the commitment of the maintenance team which continued to provide all services by staying in the residential campuses for long duration during the pandemic.
To streamline the operations and ownership structure of the Company, in a manner leading to maximization of stakeholders value and diversification of shareholders portfolio by providing them direct ownership in each business segments, and to have a focused approach towards upcoming insurance business and digital platform business, the Board of Directors of the Company had approved the composite Scheme of Amalgamation and Arrangement amongst the Company, its holding
company Yaarii Digital Integrated Services Limited ("Yaarii"), their subsidiaries (Albasta Wholesale Services Limited, Sentia Properties Limited, Lucina Infrastructure Limited, Ashva Stud and Agricultural Farms Limited, Mahabala Infracon Private Limited, Store One Infra Resources Limited, Indiabulls Enterprises Limited and Indiabulls Pharmacare Limited) and Indiabulls Pharmaceuticals Limited and their respective shareholders and creditors ("Scheme").
Pursuant to the Scheme, the shareholders of the Company will get shares of Indiabulls Enterprises Limited, in lieu of their shareholding in the Company. The public shareholders of the Company, will also get the benefit of having the direct ownership in the digital platform, upcoming life and general insurance and related businesses, being carried out by or under Yaarii and will get extra shares of Yaarii, free of any cost, in lieu of their shareholding in the Company. With this, post effectiveness of the Scheme, they will have shares of two listed entities -
(1) Yaarii, shares of which are listed on NSE and BSE, focusing on the business of digital platform, upcoming life and general insurance and related businesses, and
(2) Indiabulls Enterprises Limited, equity shares of which will be listed on NSE and BSE, focusing on non-insurance businesses of the Company, Yaarii and their subsidiaries (including proposed pharma business and rural finance business).
Subsequent to receipt of NOCs (observation letters) from the National Stock Exchange of India Limited and BSE Limited, the Company had filed the Scheme and Company Application, under Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, before jurisdictional bench of NCLT ("NCLT") and NCLT, vide its order dated July 7, 2021, inter alia directed the meeting of the Companys equity shareholders, secured creditors and unsecured creditors to be convened on August 20, 2021, through Video Conference ("VC")/Other Audio-Visual Means ("OAVM") for the purpose of considering, and if thought fit, approving the Scheme. Your directors are pleased to inform that the shareholders, secured creditors and unsecured creditors of the Company, at their respective meetings, have approved the Scheme with requisite majority and thereafter, the Company has filed second motion application with NCLT.
In view of the accumulated losses and for business requirements of the Company, your Directors do not recommend any dividend for the FY 2020-21.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the FY 2020-21, the members of the Company in their Fifteenth Annual General Meeting ("AGM") held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) on November 12, 2020 had approved the appointment of
(a) Mr. Munish Taneja (DIN: 08851660), as a Whole-time Director and Key Managerial Personnel of the Company, designated as Executive Director, liable to retire by rotation, for a period of five years w.e.f. August 28, 2020;
(b) Mrs. Supriya Bhatnagar (DIN: 08731453) as an Independent Director of the Company, not liable to retire by rotation, for a term of two years w.e.f. March 31, 2020.
Further, Mr. Divyesh Bharatkumar Shah, Non-executive Director (DIN: 00010933) resigned from the directorship of the Company w.e.f. August 28, 2020. The Board places on record its appreciation for the contribution made by him during his tenure on the Board of the Company.
The present term of Mrs. Supriya Bhatnagar (DIN: 08731453), as Independent Director of the Company, shall come to an end on March 30, 2022. To ensure continuity of guidance from Mrs. Supriya Bhatnagar, the Board has recommended her re-appointment as Independent Director of the Company for a second term of 3 years from March 31, 2022 till March 30, 2025. Keeping in view, the experience and knowledge of Mrs. Bhatnagar, the Board is of the view that her re-appointment as Independent Director, on the Board, will be in the interest of the Company. Upon getting approval of the shareholders for her re-appointment as Independent Director, her re-appointment shall be formalized by issuing a letter of appointment to her, which shall be open for inspection by the members at the Registered office of the Company, in terms of applicable provisions of the Companies Act, 2013.
In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Mr. Anil Malhan (DIN: 01542646), Executive Director, retire by rotation, and being eligible, offer himself for reappointment at the ensuing the Annual General Meeting. The Board of Directors recommends his re-appointment.
The matter relating to appointment / re-appointment of aforementioned directors has been included in the Notice convening the 16th Annual General Meeting of the Company. The brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and name of the Companies in which they hold directorships and memberships/chairmanships of Board Committees and other requisite information, is provided in the Notice convening the 16th Annual General Meeting of the Company.
All the present Independent Directors of the Company are persons of integrity and possess requisite knowledge, expertise, experience and skills, for discharging their duties effectively as Independent Directors, and have given confirmation that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and under Regulation 16(a)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).
SHARE CAPITAL/ STOCK OPTIONS
The paid up equity share capital of the Company as on March 31, 2021, was Rs. 31,50,00,000 comprising of 3,15,00,000 equity shares of Rs. 10/- each. An aggregate of 45,00,000 stock options, granted under Companys ESOP Schemes were in force as on March 31, 2021, which shall be exercisable as per the vesting schedule of respective ESOP Schemes viz.,SORIL Infra Resources Limited Employee Stock Option Scheme - 2009 and SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II) (hereinafter individually and/or collectively referred to as the "Scheme(s)").
Further, in compliance with erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations), the Company had set up a registered employees welfare trust titled "SORIL Infra Resources Limited Employee Welfare Trust" (the "Trust") to efficiently manage the Scheme(s) and to acquire, purchase, hold and deal in fully paid-up equity shares of the Company from the secondary market, for the purpose of administration and implementation of the Scheme(s).
The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, have been placed on the website of the Company www.sorilinfraresources.com.
During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, therefore, the disclosures required in terms of Rule 8 of the Companies (Accounts) Rules, 2014, are not required to be given.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN: INE034H01016) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2021-22 have been paid.
(a) Statutory Auditors
M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were re-appointed by the members at their Fourteenth Annual General Meeting, held on September 30, 2019, for a period of five years i.e. until the conclusion of the Nineteenth Annual General Meeting of the Company.
The Auditors Report forming part of this Annual Report is self-explanatory and therefore do not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. No frauds have been reported by the Auditors of the Company in terms of the provisions of Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder the Company has appointed M/s NP Gupta & Associates, a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company for the Financial Year 2020-21. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report, along with Secretarial Compliance Report, as prescribed by SEBI, for the Financial Year 2020-21, are annexed as Annexure 1(i) and Annexure 1(ii) respectively, and forms part of this Report. The Reports are self - explanatory and therefore do not call for any further explanation.
Further, the Secretarial Audit Report(s) of the unlisted material subsidiaries viz., Indiabulls Rural Finance Private Limited and Store One Infra Resources Limited, are annexed as Annexure 2(i) and 2(ii) respectively. The Secretarial Audit Reports of the Company and said subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects as per its CSR Policy (available on Companys website at web-link: https://www.sorilinfraresources.com/files/1575020422.pdf) and the details are contained in the Annual Report on CSR Activities given in Annexure 3, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Regulation 34 of the SEBI LODR mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the regulation, the BRR for the FY 2020-21 is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI LODR, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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, 2021 and the profit and loss of the Company for the year ended on that date;
c) that proper and sufficient care has been taken 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) the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls are in place and that such financial controls are adequate and are operating effectively; and
f) that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.
Pursuant to Section 92(3) read with Section 134(3) of the Companies Act, 2013 ("Act"), the Annual Return as on March 31, 2021 is available on website of the Company, at web-link: https://www.sorilinfraresources.com/files/1630648476.pdf.
During the FY 2020-21, 6 (Six) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013 and other applicable provisions and/or relaxations given by MCA and SEBI, due to COVID-19 pandemic. The notice and agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part A of the SEBI LODR were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting with the consent of majority of Directors (including one Independent Director). During the year under review, separate meeting of the Independent Directors was held on January 15, 2021, without the presence of Non-Independent Directors and the members of the Company Management.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. Basis these parameters and guidance note on board evaluation issued by SEBI, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the Non-Independent Directors and the Board of Directors, as a whole was carried out by the Independent Directors in their meeting held on January 15, 2021. The Directors expressed their satisfaction with the evaluation process.
Also the Executive Directors of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/ committee meetings.
POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION
A Board approved policy for selection and appointment of Directors, Senior Management and their remuneration, is already in place. The Remuneration Policy is briefly stated in the Corporate Governance Report forming part of this Annual Report and is also available at the website of the Company, at web-link: https://www.sorilinfraresources.com/files/1575020280. pdf
LOANS, GUARANTEES OR INVESTMENTS
During the FY 2020-21, in terms of the provisions of Section 186(1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies.
The Companys investment/loans/guarantees during FY 2020-21 were in compliance with the provisions of Section 186 of the Companies Act, 2013, particulars of which are captured in financial statements of the Company, forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
During the year, no materially significant related party transaction was entered by the Company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Details of all related party transactions are disclosed in the financial statement of the Company forming part of this Annual Report. None of the transactions with related parties is material transaction and/or transaction which is not at Arms length, requiring disclosure pursuant to Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore the information required in prescribed form AOC - 2 is not applicable. The Policy on materiality of Related Party Transactions and also on dealing with such transactions is available on the website of the Company, at web-link: https://www.sorilinfraresources.com/files/1589435017.pdf
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an elaborate system of internal controls commensurate with the size, scale and complexity of its operations; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance
with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. Based on the reports of the Internal Auditors, process owners undertake corrective actions, in their respective areas and thereby strengthen the controls.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed in this report, there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the Financial Year of the Company i.e. March 31, 2021 and the date of this Report.
Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo, is as under:
A. Conservation of Energy
The company continued its energy conservation drive through usage of technology, process improvements and product innovations. The visible results are following:
1. The company promotes/sells LED products which save energy upto 80% compared to conventional products. Additionally we have reduced UGR (glare) to have no impact on human eyes with the usage of Led lights.
2. The company has taken following action in its establishments to conserve resources:
(a) Using energy saving LED light fixtures at all of its offices/sites etc. by replacing lighting system with LEDs;
(b) Installation of star energy conservation air conditioning systems;
(c) Installation of automatic power controllers to save maximum demand charges and energy;
(d) Installation of TFT monitors that saves power;
(e) Usage of advance latest technology products, machines, equipment, techniques and
(f) Periodic training sessions for employees on ways to conserve energy in their individual roles.
The Company will also explore solar energy as an alternate source of energy to meet the energy demands, wherever possible
B. Technology Absorption
The focus of product development through optimum usage of technology is our key result area to achieve progress.
I. The efforts made towards technology absorption:
We have made progress in following areas in the recent past:
a) We are continuously reducing the UGR (glare) to reduce the impact on human eyes.
b) Our IOT enabled Led products have following features.
With the integration of motion sensors, our IOT product either switches off or reduces the wattage consumption by 75% when there is no human presence and resumes to full power when human motion detected.
With the integration of lux sensors, the product automatically reduces or increase the light level of the product based on the day light harvesting technology. Thus enables additional 25% energy saving option.
All IOT enabled products are covered under Light Wellness concept in which the color temperature of the products can be varied from 2200 K to 7000K to meet the circadian rhythm of the human body. This can be preset to automatically change the color temperature and lux level during the operational hours.
c) We modified our lamp design to take care of high voltage withstanding capacity from 380V to 440V and surge protection from 2.5KV to 3.5KV.
d) Product packaging is with reusable corrugated papers box.
e) We have removed thin plastics and thermacol material from Led packaging.
f) Our fleet managers are using efficient fuel tracking technology in machine deployments. Most of our vehicles BSIV complaint engines, which follow latest emission norms and are fuel efficient.
II. The benefits derived like product improvement, cost reduction, product development or import substitution:
As a result of technological progress, we are seeing following changes:
a) We have been able to transform customers to choose light wellness enabled IOT products and save about 25% power and better control through Android / IOS operating system / smart phones. Moreover our light wellness enabled products are known to create better work atmosphere for employees due to dynamic "Correlated Color Temperature" (CCT) and by mimicking sunlight it creates better sleep / wake cycle results in better employee productivity.
b) We have been able to reduce the product costs which enabled further product enrichment and improved sustainability and less market returns.
III. Information regarding imported technology (imported during last 3 years) and Expenditure incurred on Research & Development:
Not Applicable, since the Company has not imported any technology or incurred expenses of Research & Development, during such period.
C. Foreign Exchange Earnings and Outgo
There were no earnings in the foreign exchange during the year under review, the foreign exchange outgo is given in the table below:
(Amount in Rs.)
|Particulars||For the year ended March 31, 2021||For the year ended March 31, 2020|
|Purchase of fixed assets and spares and services||5,496,552||6,653,679|
|Purchase of inventory of LED||6,327,121||29,098,417|
BUSINESS RISK MANAGEMENT
Pursuant to the applicable provisions of the Companies Act, 2013, the Company has formulated robust Business Risk Management policy to identify and evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.
Based on the Market Capitalisation as on March 31, 2021, the Company being amongst the top 1000 listed entities, has constituted a Risk Management Committee in compliance with Regulation 21 of the SEBI LODR, details of which are disclosed in the Corporate Governance Report forming part of this Annual Report.
PARTICULARS OF EMPLOYEES
Pursuant to the applicable provisions of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in Annexure 4, forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, read with the said rules, the Boards Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Companys Registered Office, at Gurugram, during business hours on working days of the Company up to date of ensuing Annual General Meeting.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Companys strategy, business model, product and service offerings, customers & shareholders profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company.
The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of Independent Directors. The details of the familiarization programs have been hosted on the website of the Company, at web-link: https:// www.sorilinfraresources.com/files/1575019101.pdf
Pursuant to Section 129 of the Act and Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing Sixteenth Annual General Meeting along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2021, forms part of this Annual Report.
For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer Consolidated Financial Statements and Form AOC - 1 of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Act read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 1 relating to Statement containing salient features of the financial statement of subsidiaries has been attached to this report and forms part of the financial statements.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES OR ASSOCIATE COMPANIES
During the FY 2020-21, none of the companies became or ceased to be the subsidiaries or associate of the Company. As on March 31, 2021, the Company had 2 subsidiaries. Indiabulls Rural Finance Private Limited and Store One Resources Limited were material subsidiaries of the Company during the FY 2020-21.
COMMITTEES OF THE BOARD
The Company has following Board constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details with respect to composition, power, role, terms of reference, etc. of each of these committees are given in the Corporate Governance Report forming part of this Annual Report.
Apart from the above, the Board has also constituted Compensation Committee for administration of stock option scheme(s), Management Committee for operational matters, Issuance Committee for considering issuance of securities and Reorganization Committee for on-going Scheme and reorganization plans.
The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.
NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards harassment at the workplace and has complied with the provisions and constituted an Internal Complaints Committee and also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
During the financial year 2020-21, no cases of sexual harassment were reported.
APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy ("the Policy"), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees of the Company. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Companys Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Companys funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website: www.sorilinfraresources.com of the Company. The Audit committee set by the Board constitutes a vital component of the whistle blower mechanism and instances of financial misconduct, if any, are reported to the Audit committee. No employee is denied access to the Audit Committee.
Pursuant to the guidelines and notification issued by the Ministry of Home Affairs, Government of India and pursuant to applicable provisions of the Companies Act and rules made thereunder and SEBI LODR and the MCA/ SEBI Circulars, the AGM of the Company is being held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. Electronic copies of the Annual Report for Financial year 2020-21 and Notice of the Sixteenth AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). The Members who have not received the said Annual Report and Notice may download the same from the Companys website at www.sorilinfraresources.com and on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the Sixteenth AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI LODR. The instructions for remote e-voting are provided in the Notice of Sixteenth AGM. The members may also cast their votes during the AGM.
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.
For and on behalf of the Board of Directors
|Anil Malhan||Munish Taneja|
|Date: September 6, 2021||Executive Director||Executive Director|
|Place: Gurugram||DIN: 01542646||DIN:08851660|