Taylormade Renewables Ltd Directors Report.

To,

The Members,

TAYLORMADE RENEWABLES LIMITED

(FORMERLY KNOWN AS TAYLORMADE RENEWABLES PRIVATE LIMITED & TAYLORMADE SOLAR SOLUTIONS PRIVATE LIMITED) AHMEDABAD

Your Directors have pleasure in presenting their 9th (Ninth) Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

PARTICULARS 2018 2019 2017 2018
Total Operational Income 2522.34 1964.66
Other Income 3.79 1.88
Total Income 2526.13 1966.54
Profit / (Loss) before Tax 161.36 135.95
Less: Income Tax 45.90 36.85
Less: Differed Tax Liability / (Assets) -5.22 2.20
Profit / (Loss) after Tax 120.68 96.90
Add: Balance brought forward from the Previous year 1396.32 57.46
Add: Share application money 0.00 1341.20
Add: Share premium Reserve 0.00 5.50
Profit available for Appropriation 1517.00 1501.06
Less: Profit utilized for issue of Bonus Shares 0 0
Less: Proposed Dividend 0 0
Less: Transfer to Share Capital 324.00 104.75
Less: Access Share Application Money Paid Back 207.20
Balance carried to Balance Sheet 985.80 1396.32

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Your Directors are glad to report that the Company has achieved a Marginal growth in its turnover, which is quite evident from the above mentioned figures. Total turnover for the financial year ended March 31, 2019 has increased to Rs. 2522.34 as compared to Rs. 1964.66 Lakhs of Previous Year, registering a growth of 128. percent (approx). The Company has incurred the Profit before Tax of Rs. 161.36 Lakhs during the year as compared to Rs. 135.96 Lakhs of the previous year, registering a growth of 119 percent (approx).

Your Directors assures you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.

We seek long-term relationship with clients while addressing their requirements. Our customer centric approach has resulted in high levels of client satisfaction and retention.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report

INITIAL PUBLIC OFFER

During the year under review there has been public offer or increase in capital of the Company. However, during the Year 2017-18, the Company came out with an Initial Public Offering of 32,40,000 Equity Share at Face value Rs.10/- and Premium of Rs. 25/- Per Share. The Company Received the trading Approval for total 98,24,848 Equity Shares on BSE SME Platform with Effect From 06th April,2018.

CHANGES IN NATURE OF BUSINESS

There has been no Change in the nature of the business of the Company done during the year.

DIVIDEND:

With a view to conserve funds for future expansion and modernization requirements, your Directors intend to plough back the profit and do not recommend any Dividend for the current financial year.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Deposit pursuant to the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS:

Apart from the Change as mention below, there is no other material change and commitment affecting the financial position of the Company which have occurred in the previous financial year i.e. March 31, 2018 and hence not reported.

The Company received the trading Approval for total 9,824,848 Equity Shares on BSE SME Platform with Effect From 06th April, 2018.

BOARD MEETINGS:

The Director of Company met at Regular interval with the gap between two meeting not exceeding

120 days to take a view of the Companys Polices and strategies apart from the Board Matters. The

Notice of the Board Meeting was given well in advance to all the Directors of the Company.

During the year under the review, The Board of Director met Five 5 times and meetings of the Board of Directors were held on following dates

Sr. No Date Of Board Meeting
1 30th May, 2018
2 30th July, 2018
3 03rd November, 2018
4 27th November 2018
5 01st March, 2019

DIRECTORS RESPONSIBILITY STATEMENT:

i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts;

ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Loss of the Company for the period;

iii. Your Directors have taken proper and sufficient care 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. Your Directors have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls with reference to financial statements in the company were operating effectively.

vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9:

Extract of the Annual Return as per Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 for the Financial Year 2018-19 has been enclosed with this report as Annexure-I.

AUDITORS:

M/s. Vipul I. Suthar & CO., Chartered Accountant, Ahmedabad, were appointed as Statutory Auditors of the company at Annual general meeting held on 30th September, 2015 for a period of 5 years for a term of five consecutive years. The Members may note that consequent to the recent changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. Vipul I. Suthar & CO., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM

The Report given by the Auditors on the financial statements of the Company is a part of the Annual

Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT

There is neither any qualification/reservation/adverse remark nor any disclaimer by statutory Auditors in their report and accordingly no explanation/comment is required.

SECRETARIAL AUDITOR:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s KUNAL RAJKUMAR BAJAJ, Company Secretaries, Ahmedabad had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2019.

Secretarial Audit Report issued by KUNAL RAJKUMAR BAJAJ, Company Secretaries in Form MR-3, attached and marked as "Annexure II", for the period under review forms part of this report. The said report does not contain observation or qualification.

COST AUDITORS:

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys products.

AUDIT COMMITTEE:

Audit Committee in compliance with the Provision of section 177 of Companies Act, 2013, Consisting of the Following.

1. JAYESH HARESHBHAI CHANDALA Chairman*(Up to 17.11.2018)
2. BHAUMIK RAJESHKUMAR MODI Chairman*(W.e.f 27.11.2018)
3. HARINARAYANA TIRUMALACHETTY Member
4. AVANI SAMIR PATEL Member

NOMINATION AND REMUNERATION COMMITTEE

Nomination and remuneration Committee in compliance with the Provision of section 178 of Companies Act, 2013, Consisting of the Following

1. JAYESH HARESHBHAI CHANDALA Chairman*(Up to 17.11.2018)
2. BHAUMIK RAJESHKUMAR MODI Chairman*(W.e.f 27.11.2018)
3. HARINARAYANA TIRUMALACHETTY Member
4. AVANI SAMIR PATEL Member

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee in compliance with the Provision of section 178 of Companies

Act, 2013, consisting of the Following

1. Ms. Avani Samir Patel - Chairperson
2. Mr. Dharmendra sharad Gor - Member
3. Mr. Shah Jayesh Niranjanbhai - Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee in compliance with the Provision of section 135 of Companies Act, 2013, consisting of the Following. However the criteria of Section 135 of Companies Act, 2013 not attract, Hence CSR Report is not Part of this Report

1. Mr. Harinarayana Tirumalachetty - Chairman
2. Mr. Dharmendra sharad Gor - Member
3. Mr. Jayesh Niranjanbhai Shah - Member

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Your Company is engaged in dealing of Manufacturing of items based on solar energy and energy conversion measures are not much affecting the Company. However, an endeavour has been made to ensure the optimal utilization of energy, avoid wastage and conserve energy.

Steps taken for conservation No specific measures were taken
Steps taken for utilizing alternate sources of energy NIL
Capital investment on energy conservation equipments NIL

b) Technology Absorption:

Efforts made for technology absorption No Research and development was carried out during the year under report
Benefits derived Not Applicable
Expenditure on Research &Development, if any Capital & Revenue Expenditure
NIL
Details of technology imported, if any Not Applicable
Year of import Not Applicable
Whether imported technology fully absorbed Not Applicable
Areas where absorption of imported technology has Not Applicable
not taken place, if any

c) Foreign Exchange Earnings / Outgo:

The company has not made any foreign exchange earnings and outgoing Attention of members is drawn to the disclosure of transactions of foreign currency transaction set out in Standalone Financial Statements, forming part of the Annual Report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since the Company has not declared dividend during the year, provisions of Section 125(2) of the Companies Act, 2013 does not apply.

STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(6) OF THE ACT

The independent Directors of the Company, MR. BHAUMIK RAJESHKUMAR MODI and Mr. HARINARAYANA TIRUMALACHETTY have Confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and they qualify to be independent directors. They have also confirmed that they meet the requirements of independent Director as mentioned under Regulation 16(1) (b) of SEBI ( LODR) Regulation, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning. There has been an altogether transformation in the composition of Board of Directors and recruitment of Key managerial personnel in the Company as detailed hereunder:

Name of Director / Key Managerial personnel Designation Date of Appointment / Cessation / Change in Designation
MR. JAYESH CHANDALA HARESHBHAI INDEPENDENT DIRECTOR 17.11.2018(CESSATION)
MR. BHAUMIK RAJESHKUMAR MODI INDEPENDENT DIRECTOR 27.11.2018
MS. JUHI SHAH COMPANY SECRETARY 21.02.2019 (CESSATION)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. AVANI SAMIR PATEL (DIN- 03167090) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIES ACT 2013

Details of Loans, Guarantees and Investments covered under the provisions of the Act are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTICULARS REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

During the Year under review, Contracts or Arrangements entered into with the Related party, as define under section 2(76) of the Companies Act,2013 were in ordinary course of Business and on arms length basis. Detail of the Transaction pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,2014 are discloser of transaction set out in note number 13 Of financial statements forming part of this report

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMNET POLICY FOR THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risk towards the key business objectives of the company. Major risks identified by the business and function are systematically addressed through mitigation actions on a continuing basis

REMUNERATION RATIO OF DIRECTORS/KEY MANAGERIAL PERSONNEL(KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder

Sr. No. Name Designation Remuneration paid FY 2018-19. Rs..in Lakh Remuneration paid FY 2017-18. Rs..in Lakh Increase in remuneration from previous year Rs..in Lakh
1 GOR DHARMENDRA Managing Director 7.67 11.20 (-3.53)
SHARAD
2 SHAH JAYESH Whole time Director 2.33 4.25 (-1.92)
NIRANJANBH AI
3 JUHI SHAH * CS 0.96 0.24 0.72
4 HARSH GOR CFO 3.75 3.0 0.75
5. GOR NEERA Director 2.00 0.30 1.7
DHARMENDRA

*Resign w.e.f from 21.02.2019

ACKNOWLEDGEMENT:

We thank our customers, vendors, shareholders and bankers for their continued support during the year. We place on record our deep sense of appreciation of the contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We thank Government of India, State Governments and various Government and port authorities for their support and look forward to their continuous support in the future.

For & on behalf of Board of Directors,
GOR NEERA GOR DHARMENDRA
DHARMENDRA SHARAD
DATE : 30/08/2019 DIRECTOR DIRECTOR
PLACE : AHMEDABAD DIN : 00482807 DIN : 00466349