Your directors are pleased to present this 29th ANNUAL REPORT of the Company together with the Audited Accounts for the year ended 31st March 2024.
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1
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CONSOLIDATED FINANCIAL HIGHLIGHTS
(fin Lakhs)
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PARTICULARS
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2023-24
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2022-23
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Total income
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4184.18
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3485.86
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Total Expenses
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3523.17
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2915.71
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Profit Before Tax & Exceptional items
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661.01
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570.15
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Exceptional items
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105.00
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686.43
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Tax
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62.48
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1.02
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Deferred Tax
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(233.35)
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1,808.64
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Profit After Tax
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726.89
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(1925.94)
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During the year under review (2023-24), your Company’s total income achieved is f4184.18 Lakhs increased from that of f3485.86 in the previous year (2022-23). Your Company has earned profit of f726.89 Lakhs during the current year (2023 24), which has increased from that of f (1925.94) in the previous year (2022-23). The Profit after Tax has increased by 2652.83 Lakhs from the previous year.
2. ANNUAL RETURN
For Annual Return click the Link mentioned herein https://indowind.co.in/wp-content/uploads/2023/11/IEL-ANNUAL-RETURN-22-23.pdf
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2023-24, seven Board Meetings were held the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars thereon.
4. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby states that.
1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.
2. The Directors have selected such accounting policies and apply them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and profit / Loss for the Company for the year ended 31st March 2024.
3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6) OF THE COMPANIES ACT.2013
The Company has obtained a declaration from the independent directors that they meet the criteria of Independence as provided in the section mentioned herein above.
6. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT. PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT. 2013
The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy that inter alia provides the criteria for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance, and the remuneration payable to them. The criteria for determining qualifications, positive attributes, and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at http://indowind.co.in/wp-content/uploads/2024/05/rempolicy.pdf
7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no fraud on the Company by its officers and employees had been noticed or reported during the year.
8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
The above-mentioned explanation is given in ANNEXURE I of the Report.
9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements which forms part of this Annual Report.
10. TRANSACTIONS WITH RELATED PARTIES
Detailed information is provided with respect to the list of Related Parties under Notes on Accounts and with respect to transactions with related parties, details are given in the format Form AOC-2, which forms part of this report in ANNEXURE -II.
11. STATE OF THE COMPANY’S AFFAIRS:
As per the Management Discussion and Analysis.
12. DIVIDEND
Your Company has not declared any Dividend for the year ended 31st March 2024.
13. TRANSFER TO RESERVES
The Net Profit after tax is transferred to the reserves.
14. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
15. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT.2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014
The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to your Company.
16. CORPORATE SOCIAL RESPONSIBILITY
The CSR activities are not applicable to the company for the financial year 2023-24. However The Company has undertaken activities related to sports development at one of its site, Gadag, Karnataka.
17. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY
The company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
18. BOARD EVALUATION:
Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.
Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The Directors expressed their satisfaction with the evaluation process.
19. SHARE CAPITAL:
During the year under review, the Authorized Capital of the company has increased from ^ 142,00,00,000 to ^1,75,00,00,000/- and the Paid Up Capital stands at ^ 1,07,33,47,800 as on 31.03.2024.
20. PARTICULARS OF EMPLOYEES:
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Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
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the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;
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NAME
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DESIGNATI
ON
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RATIO
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Dr.K.S.
Ravindranath
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Whole
Time
Director
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11.81:1
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Mr.N.K.Haribabu
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Whole
Time
Director
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7.52:1
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Except the above mentioned Directors, no other director was in receipt of remuneration except sitting fees.
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(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
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NIL
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(ii) the percentage increase in the median remuneration of employees in the financial year;
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15.11%
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(iii)average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
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13.13%
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the number of permanent employees on the rolls of company
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The number of permanent employees on the rolls of company is 69.
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Affirmation that the remuneration is as per the remuneration policy of the company.
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It is affirmed that the remuneration is as per the remuneration policy of the Company.
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Disclosure under 5(2) & 5(3)
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Pursuant to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to bsharath@indowind.com.The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.
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21. AUDIT COMMITTEE
The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. All the recommendations of the Committee were accepted by the Board.
22. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - NIL.23. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:
The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Directors, Key Management Personnel, and Senior Management Personnel are aware of the above code and an annual confirmation on the compliance of the said codes has been received
by the Company from the concerned parties. The declaration to this effect made by the Managing Director is attached to this report. The code of conduct of the Board of Directors and Senior Management Personnel and the code for Insider Trading are available in the Company’s website.
24. VIGIL MECHANSIM POLICY:
As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations fi Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
25. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD, (IPPL)
The Statement containing salient features of the financial statement of Subsidiaries are given in Form AOC-1 which is attached as ANNEXURE III.
26. STATUTORY AUDITORS
M/s. Venkatesh fico, Chartered Accountants, Chennai (ICAI Firm Registration No.004636S) was appointed in the 27th Annual General Meeting and will hold the office up to the conclusion of 32nd Annual General Meeting of the Company.
27. SECRETARIAL AUDIT
KRA fi Associates, Practising Company Secretaries, is the secretarial auditor of the company for the year under review and her report is attached with this in the format Form MR-3, which forms part of this report in ANNEXURE -IV. With respect to the observation of the Secretarial Auditor in their report, we wish to state that the company is now in compliance with the points mentioned in MR-3.
Further as per Regulation 24A of SEBI LODR Regulations 2015, the Secretarial Audit Report of Material Subsidiary of the company namely INDOWIND POWER PRIVATE LIMITED is also annexed in the above-mentioned ANNEXURE IV.
28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 fi SS-2 issued by the Institute of Company Secretaries of India.
29. DISCLOSURES UNDER RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014
i. Change in nature of business, if any: NIL
ii. Name of Companies that have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year:
M/s INDECO VENTURES LIMITED has become the subsidiary of the company w.e.f 16-06-2023. Further w.e.f 07/11/2023 it has become wholly owned subsidiary of the company.
iii. Statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year :
Not Applicable.
iv. Details of directors or key managerial personnel who were appointed or have resigned during the financial year
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SNO.
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DIRECTOR/KMP
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DATE OF APPOINTMENT/ CESSATION
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1.
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Ms.Nithya Kamaraj- Company Secretary and Compliance officer
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Cessation w.e.f 26/04/2023
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2.
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Ms.Rachana Hingar - Company Secretary and Compliance officer
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Appointed on 09/08/2023 and cessation w.e.f 02/07/2024
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3.
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Mr. N K. Haribabu -Whole-Time DIRECTOR
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Reappointed w.e.f 07/06/2024.
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4.
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Mr.B.Sharath - Company Secretary and Compliance officer
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Appointed on 03/07/2024.
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v. The details relating to deposits, covered under Chapter V of the Act-
During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.
vi. Adequacy of Internal Control
Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.
vii. Disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 :
Not Applicable.
viii. Statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company firmly provides a safe, supportive and friendly work environment - a workplace where our values come to life through the underlying behaviour. A positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ix. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future /details of application made or any proceeding pending under the insolvency and bankruptcy code
The Honourable NCLT Chennai Bench passed the order for withdrawal of Corporate Insolvency fi Resolution Process of the Company w.e.f. 8th November 2023.
As per the order:-
? The withdrawal of CIRP application admitted under Section 7 of the IBC 2016 vide order dated 21.03.2022 is allowed.
? The Corporate Debtor is released from all rigours of the IBC, 2016.
? The Interim Resolution Professional is discharged from all his responsibilities. Corporate Debtor shall operate through its own board.
? Accordingly, IA (IBC)/1816(CHE) 2023 stands allowed and IBA/650/2020 stands dismissed as withdrawn.
30. RIGHTS ISSUE:
You company has issued 2,14,66,956 (Two Crores Fourteen Lakhs Sixty-Six Thousand Nine Hundred and Fifty Six) fully paid-up Equity Shares of face value of Rs. 10 each (the “Rights Equity Shares”) for cash at a price Rs. 22.50 per Equity Share (including a premium of Rs. 12.50 per Equity Share) aggregating to Rs. 4,830.06 lakhs (Rupees Forty Eight Crores Thirty Lakhs and Six thousand only).The issue period was from July 26, 2024, to August 05, 2024 on a rights basis to its eligible equity shareholders in the ratio of 1 (One) Rights Equity Share for every 05 (Five) fully paid-up Equity Shares held as on record date i.e. July 16, 2024..The issue resulted into subscription of 3,40,60,362 shares resulting into oversubscription by 1.59 times. The Board approved the allotment on 12.08.2024 and have received both Listing fi Trading Approvals from Stock Exchanges.
31. ACKNOWLEDGEMENT
The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bondholders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued cooperation and excellent support extended to the Company from time to time. Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.
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