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इंडोसोलर निदेशकों की रिपोर्ट, इंडोसोलर निर्देशकों द्वारा रिपोर्ट

इंडोसोलर

बीएसई: 533257  |  NSE: INDOSOLAR  |  ISIN: INE866K01015  |  Miscellaneous

खोजें इंडोसोलर कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTORS REPORT

The Board has pleasure in presenting the (13th) Thirteen Annual Report on business and operations of the Company for the year ended 31st March 2018.

1.  FINANCIAL HIGHLIGHTS

PARTICULARS

YEAR ENDED

YEAR ENDED

31-03-2018

31-03-2017

Revenue from operations (A)

31,412.37

44,231.09

Other income (B)

431.15

297.44

Operating expenditure (C)

33,551.24

36,779.91

Earnings before Interest, tax, depreciation and amortisation (EBITDA) [D=A+B-C]

(1,707.72)

7,748.62

Finance Cost (E)

5,351.94

10,614.91

Depreciation and amortization expense (F)

2,810.58

2,912.50

Profit /(Loss) before exceptional items and tax [G=D-E-F]

(9,870.24)

(5,778.79)

Exceptional Items [Profit/fLoss)] (H)

(6,410.96)

Profit /(Loss) before tax [I=G-H]

(16,281.20)

(5,778.79)

Provision for Taxation (J)

2.32

14.23

Proffl/{ Loss) after tax [K=kJ]

(16,283.52)

(5,793.02)

2) PERFORMANCE REVEW

During the year under review, the Company achieved turnover of Rs. 31,412.37 lakhs as compared to Rs. 44,231.09 lakhs in the previous year. The Earnings before interest, tax, depreciation and amortisation ( EBITDA) of Rs. (1,707.72) lakhs in the financial year 2017-18 as compared to Rs. 7,748.62 lakhs in the previous year.

Your Directors feel that the Company will be seeing a turn around in the financial year 2018-19 keeping in view the certain measures taken or expected to be taken by the Government to support of the domestic manufacturers in India viz. Central Public Sector Undertakings CPSU Scheme to replace the Domestic Content Requirement OCR Policy, viability gap funding policy etc.

3. RESERVES AND SURPLUS

During the year under review, the Company has not transferred any amount to general reserves due to losses incurred.

4. DIVIDEND

Due to non-availability of profit, the Board does not recommend any dividend for the year ended 31st March 2018.

5. QUALITY

Your Company has implemented International Quality Management System based oft the requirement of ISO 9001:2015. The Company has established, implemented and maintaining a Quality Management System. During this year, ISO 14001 surveillance was carried out by TUV Nord and the auditors recommended the continuation of the ISO 9001:2015. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2015 certified.

Your Company had also taken various initiatives during the year for ISO awareness like ISO Audits, ISO Awareness sessions, specially week observations(POI) point of improvement, NCRs (NON Conformities) safety week which enhances the three values viz., Integrity, Quality and Safety.

6. FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest is outstanding as on the balance sheet closure date.

7. STATUS OF PRESENT CAPACITY UTILIZATION

In view of the market viability over Solar Industry, the Company is expected that the full utilization of capacity will be used by end of the financial year 2018-19.

8. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the board were held during the year. For details of the meetings of the board, please refer to the point no. 2 of the Corporate Governance Report, which forms part of this Report. The intervening gap between any two consecutive Board Meetings did not exceed 120 days.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 (the Act) and the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015.

Mr. Hulas Rahul Gupta [DIN: 00297722], Managing Director liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for the re-appointment. The Board of Directors recommended his reappointment for the consideration of the shareholders in ensuring Annual General Meeting. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of 13th Annual General Meeting of the Company. However, there was no change in the board of the company during the financial year.

Key Managerial Personnel

During the year, there was no change in Key Managerial Personnel. Pursuant to the provision of Companies Act, 2013, the key managerial personnel of the Company are Mr. Hulas Rahul Gupta, Managing Director and Mr. Anand Kumar Agarwal, Chief Financial Officer. However, Mr. Manish Gupta, Company Secretary of the Company has resigned with effect from 14th May 2018 after close of financial year.

10. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual 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 (Listing Regulations).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the concerned independent director being evaluated.

11. REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

The policy for determining the remuneration for Directors, Key Managerial Personnel & other employees Is available on website of the Company l.e. http:7Avww.indosolar.co.ln/lmages/pdf file NOMINATION % 20 AND % 20 REMUNERATION %20 POLICYpdf.

12. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure -1 to this Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES REFERRED THE COMPANIES ACT, 2013

None of the transactions entered into by the company with related parties during the financial year 2017-18 falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134{3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this Report.

However, omnibus approval is obtained from the Audit Committee for the related party transactions which are unforeseen and repetitive in nature.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2017-18, the Company has not given loans, guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.

15. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There is no subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

16. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the point no. 3 of the Corporate Governance Report, which forms part of this Report The intervening gap between any two consecutive Audit Committee Meetings did not exceed 120 days.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to the continued losses incurred by the Company, the CSR provisions of Companies Act, 2013 are not applicable.

18. CHANGES IN CAPITAL STRUCTURE

During the year ended 31st March, 2018, the Company has increased its authorised share capital from Rs. 500,00,00,000 (Rupees Five Hundred Crores) divided into 40,00,00,000 (Forty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 10,00,00,000 (Ten Crores) Preference Shares of Rs. 10/- (Rupees Ten) each to Rs. 1000,00,00,000 (Rupees One Thousand Crores) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,00,00,000 (Fifty Crores) Preference Shares of Rs. 10/- (Rupees Ten) each.

During the year ended 31st March, 2018 the Company has allotted 87,31,617 (Eighty Seven Lakhs Thirty One Thousand Six Hundred Seventeen) equity shares of face value of Rs. 10/-each (the Equity Shares) at a price of Rs. 10.88 per share upon conversion of 9,500,000 compulsorily convertible preference shares 'CCPS'.

During the year ended 31st March, 2018 the Company has allotted 52,05,499 (Fifty Two Lakhs Five Thousand Four Hundred Ninety Nine) equity shares of face value of Rs. 10/- each (the Equity Shares), at a price of Rs. 10/- (Rupees Ten only) to M/s Greenlite Lighting Corporation (the Investor). Promoter Group on a preferential basis, against conversion of unsecured loan of Rs. 5,20,54,995 (Rupees Five Crore Twenty Lakhs Fifty Four Thousand Nine Hundred Ninety Five Only) taken by the Company from M/s Greenlite Lighting Corporation in lieu of equity shares invoked by lender.

During the year ended 31st March, 2018 the Company has allotted 1% Optionally Convertible Cumulative Redeemable Preference Shares of the Company of face value of Rs. 10/- each (OCCRPS) as per the OTS Scheme to its Lenders (Union Bank of India) on preferential basis of Rs. 207,00,00,000 (Two Hundred Seven Crores Only), pursuant to conversion of the relevant portion of the outstanding debt (Converted Debt) owned to the lenders.

19. UN-CLAIMED SHARES

In terms of Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the details of Un-claimed Shares are as under:

Particulars

No. of holders whose shares are marked as un-claimed

No. of shares marked as un-claimed

A Status of un-claimed shares at the beginning of the year I.e. 1st April, 2017

05

3,385

B. No. of claims received by the Company during the year under review for release of shares

02

637

C. No. of claims settled and shares released to the rightful claimants during the year under review

02

637

D. Transferred to IEPF pursuant to Section 124(6) of the Companies Act, 2013

NIL

NIL

Balance un-claimed shares as at the end of the year i.e. 31st March, 2018 [A-(C+D)]

03

2,748

20. PROMOTERS/PROMOTERS GROUP

The Company is controlled by Mr. Hulas Rahul Gupta in the capacity as Director and shareholder and by Mr. Bhushan Kumar Gupta, Ms. Priya Desh Gupta, Ms. Abha Gupta and M/S Greenlite Lighting Corporation in the capacity as shareholder.

21. RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all the significant risks faced by the Company. The Board has approved the Risk Management Policy, which acts as the guideline by which the key risks are managed across the organization.

The Risk Management Policy is available on the Company's Website www.indosolar.co.in.

22. INTERNAL FINANCIAL CONTROLS AND CTS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the point no. 6 of the Management Discussion & Analysis Report, which forms part of this report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employees and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the Company's website www.indosolar.co.in,

24. AUDITORS

STATUTORY AUDITORS

M/s. Arun K. Gupta and Associates, Chartered Accountants (Firm Registration No.0006051N), New Delhi (Firm Registration Number: 000605N) was appointed as Statutory Auditors of the Company (subject to ratification of the appointment by the members at every intervening Annual General Meeting) for a period of 5 years in the 12th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 17th Annual General Meeting of the Company.

The annual ratification of appointment of statutory auditors at every Annual General Meeting for their remaining terms as aforesaid, shall be done, if so required under the Companies Act 2013.

Auditors Report

The Board has duly examined the auditor's report for the Financial year ended 31st March 2018, which contain Observation, for which Management need to give Clarification/explanation on the observation.

Clarification/explanation on remarks in Independent Auditors' Report

Management is unable to estimate the impact: Considering the delay in release of domestic content requirement and impassion of safeguard duty on imports .delay in processing of claim in respect to the company's eligibility for certain capital incentive even after receipt of favorable decision of Supreme court , management believes that a sum of Rs.30,700.00 Lakhs, to be provided as impairment in respect of the carrying value of its property, plant and equipment's including capital work in progress as at 31st March 2018.

In view of forthcoming safe guard duty and possible release of CPSU Policy for domestic content, possible sanction of Capital Subsidy and ongoing process of Loan Settlement with Other Banks and ARCIL, it is appropriate to prepare the accounts on a going concern basis.

Being EOU, Company Is required to meet positive NFE as per foreign Trade policy on the basis of which company's Imported certain Raw material and machineries without payment of custom Duty. As on 31st march 2018 the Company's NFE is positive by Rs. 23,913.25 Lakhs without considering the amortization of import value of Line-C (Commercial Production yet to start). Incase company amortize the value of Line-C, NFE as on 31st March 2018 would be negative by Rs.5494.01 Lakhs. The Company believe that it will achieve Positive NFE within the stipulated time.

Management's estimation on the impact of audit qualification: (i) In view of the ongoing negotiations with ARCIL for restructuring of debts, the company has decided not to provide interest of Rs.1,242.72 lakhs and Rs.4,934.74 lakhs for the quarter and Year ended 31st March, 2018 respectively, (ii) Company decided not to provide claim of Rs.2,323.88 Lakhs of Corporation bank as additional interest/penal interest as on 31st March 2018, pending 'OTS' (One Time Settlement) proposal with the bank.

SECRETARIAL AUDIT FOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Chandrasekaran Associates a firm of Company Secretaries in Practice to undertake the secretarial audit of the company for the Financial Year 2017-18. The report of Secretarial Audit is annexed to this report as Annexure III.

The Secretarial Auditor's Report contain some observations, which are self explanatory and same has been well explained by management in statutory Auditors' observations.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at their meeting held on 27th May, 2017 has appointed M/s Kabra& Associates Cost Accountants (Firm Registration Number 000075) as the Cost Auditors to conduct audit of cost records relating to the products manufactured by your Company for the financial year 2017-18.

INTERNAL AUDIT FOR

During the year under review, Mr. Lakhan Singh, General Manager of Integrated Management System of the Company, the internal auditors of the Company conducted periodic audits of the Company. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes stock of the actions taken on the observations of and recommendations made by them.

Your Directors are confident that there are adequate internal control systems and procedures which are being followed and complied with.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 given as Annexure IV to this Report.

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Directors confirmed that:

a. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. they had selected such accounting policies and applied 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March 2018;

c. they had taken proper and sufficient care 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. they had prepared the annual accounts on a going concern basis;

e. they had laid down Internal financial controls to be followed by the Company and such Internal financial controls are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 given as Annexure V forming integral part of the Annual Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 given as Annexure VI forming integral part of the Annual Report.

29. CORPORATE GOVERNANCE REPORT

Your Company strives to ensure that best Corporate Governance Practices are identified, adopted and consistently followed.

The Report on the Corporate Governance forms an integral part of this report and is set out as Annexure VII to this Report. The Certificate from the practicing Company Secretary M/s Chandrasekaran Associates, Company Secretaries, certifying compliance with the conditions of the Corporate Governance as stipulated under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed with the Report on Corporate Governance.

30. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this Report i.e. 10th August 2018.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandate under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The Company has an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women  at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, the Company has constituted Internal Complaints Committee to redress Complaints received regarding sexual harassment during the period 2017-18. The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received

Nil

Number of Complaints disposed off

Nil

33. COMPLIANCE WTTH SECRETARIAL STANDARDS

The Company Is In compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

34. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees which nave contributed by staying with the Company in the tough period.

35. ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation for the support, assistance and co-operation received from Government Regulators and the bankers to the Company, i.e. Union Bank of India, Bank of Baroda, Corporation Bank and Asset Reconstruction Company (India) Limited (ARCIL).The Board is thankful to the shareholders for their support to the Company.

The Board is also thankful to the employees of the Company for their co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

 

On behalf of the Board of Directors

 

For INDOSOLAR LIMITED

H.R. GUPTA

GAUTAM SINGH KUTHARI

Managing Director

Director

DIN: 00297722

DIN: 00945195

Place: Greater Noida

 

Date: 10.08.2018

 

Annexure I

FORM NO.MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN

L18101DL2005PLC134879

2 Registration Date

08-Apr-05

3 Name of the Company

INDOSOLAR LIMITED

4 Category/Sub-category of the Company

PUBLIC COMPANY LIMITED BY SHARES

5 Address of the Registered office & contact details

C-12, FRIENDS COLONY (EAST), NEW DELHI- 110065

6 Whether listed company

YES

7 Name, Address & contact details of the Registrar &

Link Intime India Private Limited

Transfer Agent, if any.

44 , Community Centre , 2nd Floor, Naraina Industrial Area ,

 

Phase -1, Near PVR Naraina , New Delhi-110028.

 

Phone No.: 011-41410592

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

s.

Name and Description of main products / services

NIC Code of the

% to total turnover

No.

 

Product/service

of the company

1

Manufacturing of Solar Cells & Module

35105

100%

 

III. PART1CULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN

Name and address of the Company

CWGLN

Holding/Subsidiary/

%of

Applicable

 

 

 

Associate

shares

Section

 

 

 

 

held

 

 

 

................Nil

 

 

 

 

 

 

 

 

 

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding

Category of

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year %

 

Shareholders

[As on 31-March-2017]

[As on 31-March-2018]

Change

 

Demat

Physical

Total

% of

Total Shares

Demat

Physical

Total

% of

Total Shares

during the year

A. Promoters

 

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

 

a) Individual/ HUF

137,240,497

-

137,240,497

38.32%

137,251,497

-

137,251,497

36.89%

-1.43%

b) Central Govt

 

 

-

0.00%

 

 

-

0.00%

0.00%

c) State Govt(s)

 

 

-

0.00%

 

 

-

0.00%

0.00%

d) Bodies Corp.

 

 

-

0.00%

 

 

-

0.00%

0.00%

e) Banks /Fl

 

 

-

0.00%

 

 

-

0.00%

0.00%

f) Any other

 

 

-

0.00%

 

 

-

0.00%

0.00%

Sub Total (A) (1)

137,240,497

-

137,240,497

38.32%

137,251,497

-

137,251,497

36.89%

-1.43%

 

Category of

No. of Shares held at the beginning of the year [As on 31-March-2017]

No. of Shares held at the end of the year [As on 31-March-2018]

%

Shareholders

   

Change

Demat

Physical

Total

% of

Demat

Physical

Total

% of

during the

 

 

 

 

Total

 

 

 

Total

year

 

 

 

 

Shares

 

 

 

Shares

 

(2) Foreign

 

 

 

 

 

 

 

 

 

a) NRI Individuals

 

 

-

0.00%

 

 

-

0.00%

0.00%

b) Other Individuals

 

 

-

0.00%

 

 

-

0.00%

0.00%

c) Bodies Corp.

69,241,052

-

69,241,052

19.33%

74,446,551

-

74,446,551

20.01%

0.68%

d) Any other

 

 

-

0.00%

 

 

-

0.00%

0.00%

Sub Total (A) (2)

69,241,052

-

69,241,052

19.33%

74,446,551

-

74,446,551

20.01%

0.68%

TOTAL (A)

206,461,549

-

206,481,549

57.66%

211,698,048

-

211,698,048

56.90%

-0.75%

B. Public

 

 

 

 

 

 

 

 

 

Shareholding

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

a) Mutual Funds

 

 

-

0.00%

 

 

-

0.00%

0.00%

b) Banks /Fl

16,177,531

-

16,177,531

4.52%

15,713,342

-

15,713,342

4.22%

-0.29%

c) Central Govt

 

 

-

0.00%

 

 

-

0.00%

0.00%d]

State Govt(s)

 

 

-

0.00%

 

 

-

0.00%

0.00%e]

Ventura Capital

 

 

-

0.00%

 

 

-

0.00%

0.00%

Funds

 

 

 

 

 

 

 

 

 

f) Insurance Companies

 

-

0.00%

 

 

-

0.00%

0.00%

 

g) Flls

 

 

-

0.00%

 

 

-

0.00%

0.00%

h) Foreign Venture

 

 

-

0.00%

 

 

-

0.00%

0.00%

Capital Funds

 

 

 

 

 

 

 

 

 

i) Others (specify)

 

 

-

0.00%

 

 

-

0.00%

0.00%

Sub-total (BX1):-

16,177,531

-

16,177,531

4.52%

15,713,342

-

15,713,342

4.22%

-0.29%

2. Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corp.

 

 

 

 

 

 

 

 

 

i) Indian

12,209,897

-

12,209,897

3.41%

19,954,111

-

19,954,111

5.36%

1.95%

ii) Overseas

 

 

-

0.00%

 

 

-

0.00%

0.00%

b) Individuals

 

 

 

 

 

 

 

 

 

i) Individual

52,785,368

6,604

52,791,972

14.74%

55,736,455

7,029

55,743,484

14.98%

0.24%

shareholders holding

 

 

 

 

 

 

 

 

 

nominal share capital

 

 

 

 

 

 

 

 

 

upto Rs. 1 lakh

 

 

 

 

 

 

 

 

 

ii) Individual

59,904,309

.

59,904,309

16.73%

57,377,479

.

57,377,479

15.42%

-1.31%

shareholders holding

 

 

 

 

 

 

 

 

 

nominal share capital in

 

 

 

 

 

 

 

 

 

excess of Rs 1 lakh

 

 

 

 

 

 

 

 

 

c) Others (specify)

 

 

 

 

 

 

 

 

 

Non Resident Indians

2,297,321

-

2,297,321

0.64%

2,636,795

-

2,636,795

0.71%

0.07%

HUF

5,360,279

-

5,360,279

1.50%

5,247,069

-

5,247,069

1.41%

-0.09%

Foreign Nationals

 

 

-

0.00%

 

 

-

0.00%

0.00%

Clearing Members

2,894,498

-

2,894,498

0.81%

3,684,396

-

3,684,396

0.99%

0.18%

Trusts

12,644

-.

12,644

0.00%

9,644

-.

9,644

0.00%

0.00%

Foreign Bodies-D R

-

-

-

0.00%

-

-si;

-

0.00%

0.00%

Unclaimed Share

-

-

-.

0.00%

2,748

-

2,748

0-00%

0.00%

Suspense Account

 

 

 

 

 

 

 

 

 

Sub-total (BX2):-

135,464,316

6,604

135,470,920

37.83%

144,648,697

7,029

144,655,726

38.88%

1.04%

Total Public (B)

151,641,847

6,604

151,648,451

42.34%

160,362,039

7,029

160,369,068

43.10%

0.75%

 

Category of

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%

Shareholders

[As on 31-March-2017]

As on 31-March-2018]

Change

 

Demat

Physical

Total

% of

Demat

Physical

Total

% of

during the

 

     

Total

     

Total

year

 

     

Shares

     

Shares

 

C. Shares held by

 

-

 

0.00%

 

-

-

0.00%

0.00%

Custodian for

                 

GDRs & ADRs

                 

Grand Total (A+B+C)

358,123,396

6,604

358,130,000

100.00%

372,060,087

7,029

372,067,116

100.00%

0.00%

(II) Shareholding of Promoter/ Promoter Group

SN

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change In

 

 

 

 

 

 

 

 

shareholding

 

 

No. of Shares

% of total Shares of the company

% of Shares Pedged encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares

during the tear

 

 

 

   

 

 

Pledged/

 

 

 

 

   

 

 

encumbered to total shares

 

1

Bhushan Kumar Gupta

56,500,001

15.78%

100%

56,500,001

15.19%

100%

-0.59%

2

Hulas Rahul Gupta

80,385,494

22.45%

100%

80,385,494

21.61%

100%

-0.84%

3

Priya Desh Gupta

355,001

0.10%

-

355,001

0.10%

-

0.00%

4

Abha Gupta

1

0.00%

-

11,001

0.00%

-

0.00%

5

Green lite Lighting Corporation

69,241,052

19.33%

-

74,446,551

20.01%

-

0.68%

(ill) Change in Promoters' Shareholding (please specify, if there is no change)

SN

Particulars

Date

Reason

Shareholding at ttie beginning of the year

Cumulative Shareholding during the year

 

 

 

 

No. of shares

% of total

No, of shares

% of total

 

 

 

 

 

shares

 

shares

1

Bhushan Kumar Gupta

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

56,500,001

15.78%

56,500,001

15.19%

 

Changes during the year

 

 

-

0.00%

56,500,001

15.19%

 

At the end of the year

31-Mar-18

 

56,500,001

15.19%

56,500,001

15.19%

2

Hulas Rahul Gupta

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

80,385,494

22.45%

80,385,494

21.61%

 

Changes during the year

 

 

-

0.00%

80,385,494

21.61%

 

At the end of the year

31-Mar-18

 

80,385,494

21.61%

80,385,494

21.61%

3

Priya Desh Gupta

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

355,001

0.10%

355,001

0.10%

 

Changes during the year

 

 

-

0.00%

355,001

0.10%

 

At the end of the year

31-Mar-18

 

355,001

0.10%

355,001

0.10%

4

Abha Gupta

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

1

0.00%

1

0.00%

 

Changes during the year

16-Feb-18

Transfer

11,000

0.00%

11,001

0.00%

 

At the end of the year

31-Mar-18

 

11,001

0.00%

11,001

0.00%

5

Greenlite Lighting Corporate

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

69,241,052

19.33%

69,241,052

18.61%

 

Changes during the year

02-Feb-18

Allot

5,205,499

1.40%

74,446,551

20.01%

 

At the end of the year

31-Mar-18

 

74,446,551

20.01%

74,446,551

20.01%

 

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

 

SN

For each of the Top 10

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

Shareholders

 

 

No. of shares

% of total

No. of shares

% of total

 

 

 

 

 

shares

 

shares

1

IDBI Bank Limited

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

10,721,005

2.99%

10,721,005

2.88%

 

Changes during the year

 

 

-

0.00%

10,721,005

2.88%

 

At the end of the year

31-MaM8

 

10,721,005

2.88%

10,721,005

2.88%

2

Rising Fibers Private Limited.

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

0

0.00%

-

0.00%

 

Changes during the year

07-Jul-17

Allot

8,731,617

2.35%

8,731,617

2.35%

 

At the end of the year

31-Mar-18

 

8,731,617

2.35%

8,731,617

2.35%

3

Thomas Varghese

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

4,150,000

1.16%

4,150,000

1.12%

 

Changes during the year

14-Apr-17

Transfer

(26,672)

-0.01%

4,123,328

1.11%

 

 

05-May-17

Transfer

25,000

0.01%

4,148,328

1.11%

 

 

19-May-17

Transfer

(118,328)

-0.03%

4,030,000

1.08%

 

 

26-May-17

Transfer

(3,500)

0.00%

4,026,500

1.08%

 

 

02-Jun-17

Transfer

(10,000)

0.00%

4,016,500

1.08%

 

 

23-Jun-17

Transfer

20,000

0.01%

4,036,500

1.08%

 

 

01-Sep-17

Transfer

(8,000)

0.00%

4,028,500

1.08%

 

 

27-Oct-17

Transfer

(30,000)

-0.01%

3,998,500

1.07%

 

 

03-NOV-17

Transfer

(5,000)

0.00%

3,993,500

1.07%

 

 

01-Dec-17

Transfer

(15,000)

0.00%

3,978,500

1.07%

 

 

22-Dec-17

Transfer

(2,000)

0.00%

3,976,500

1.07%

 

 

29-Dec-17

Transfer

(28,000)

-0.01%

3,948,500

1.06%

 

 

05-Jan-18

Transfer

(30,000)

-0.01%

3,918,500

1.05%

 

 

12-Jan-18

Transfer

(101,000)

-0.03%

3,817,500

1.03%

 

 

19-Jan-18

Transfer

(118,343)

-0.03%

3,699,157

0.99%

 

 

03-Mar-18

Transfer

6,000

0.00%

3,705,157

1.00%

 

At the end of the year

31-Mar-18

 

3,705,157

1.00%

3,705,157

1.00%

4

Union Bank of India

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

2,965,000

0.83%

2,965,000

0.80%

 

Changes during the year

 

 

-

0.00%

2,965,000

0.80%

 

At the end of the year

31-Mar-18

 

2,965,000

0.80%

2,965,000

0.80%

5

Bank of Baroda

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

1,904,201

0.53%

1,904,201

0.51%

 

Changes during the year

 

 

-

0.00%

1,904,201

0.51%

 

At the end of the year

31-Mar-18

 

1,904,201

0.51%

1,904,201

0.51%

6

MC Jain Infoservices Private Ltd.

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

-

0.00%

-

0.00%

 

Changes during the year

29-Dec-17

Transfer

1,847,570

0.52%

1,847,570

0.52%

 

At the end of the year

31-Mar-18

 

1,847,570

0.50%

1,847,570

0.50%

 

SN

For each of the Top 10

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

Shareholders

 

 

No. of shares

% of total

No. of shares

% of total

 

 

 

 

 

shares

 

shares

7

Brand Equity Treaties Limited

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

1,400,000

0.39%

1,400,000

0.38%

 

Changes during the year

 

 

-

0.00%

1,400,000

0.38%

 

At the end of the year

31-Mar-18

 

1,400,000

0.38%

1,400,000

0.38%

8

K Subramaniam

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

933,000

0.27%

933,000

0.25%

 

Changes during the year

02-Jun-17

Transfer

9,000

0.00%

942,000

0.25%

 

 

22-Sep-17

Transfer

(1,000)

0.00%

941,000

0.25%

 

 

17-NOV-17

Transfer

(11,000)

0.00%

930,000

0.25%

 

 

24-NOV-17

Transfer

(10,000)

0.00%

920,000

0.25%

 

 

02-Feb-18

Transfer

7,500

0.00%

927,500

0.25%

 

 

09-Feb-18

Transfer

(5,000)

0.00%

922,500

0.25%

 

At the end of the year

31-Mar-18

 

922,500

0.25%

922,500

0.25%

9 Prudent Broking Services Private Limited

 

At the beginning of the year

01-Apr-17

 

395,589

0.11%

395,589

0.11%

 

Changes during the year

07-Apr-17

Transfer

(57,500)

-0.02%

338,089

0.09%

 

 

14-Apr-17

Transfer

125,983

0.04%

464,072

0.12%

 

 

21-Apr-17

Transfer

66,763

0.02%

530,835

0.14%

 

 

28-Apr-17

Transfer

14,446

0.00%

545,281

0.15%

 

 

05-May-17

Transfer

14,903

0.00%

560,184

0.15%

 

 

12-May-17

Transfer

(20,257)

-0.01%

539,927

0.15%

 

 

19-May-17

Transfer

(27,030)

-0.01%

512,897

0.14%

 

 

26-May-17

Transfer

58,298

0.02%

571,195

0.15%

 

 

02-Jun-17

Transfer

169,123

0.05%

740,318

0.20%

 

 

09-Jun-17

Transfer

68,262

0.02%

808,580

0.22%

 

 

16-Jun-17

Transfer

(31,045)

-0.01%

777,535

0.21%

 

 

30-Jun-17

Transfer

(5600)

0.00%

771935

0.21%

 

 

07-Jul-17

Transfer

3710

0.00%

775,645

0.21%

 

 

14-Jul-17

Transfer

(2,091)

0.00%

773,554

0.21%

 

 

21-Jul-17

Transfer

8,160

0.00%

781,714

0.21%

 

 

28-Jul-17

Transfer

(2,028)

0.00%

779,686

0.21%

 

 

04-Aug-17

Transfer

3,500

0.00%

783,186

0.21%

 

 

11-Aug-17

Transfer

4,255

0.00%

787,441

0.21%

 

 

18-Aug-17

Transfer

17,400

0.00%

804,841

0.22%

 

 

25-Aug-17

Transfer

(14,310)

0.00%

790,531

0.21%

 

 

01-Sep-17

Transfer

(73,947)

-0.02%

716,584

0.19%

 

 

08-Sep-17

Transfer

57,099

0.02%

773,683

0.21%

 

 

15-Sep-17

Transfer

(77,421)

-0.02%

696,262

0.19%

 

 

22-Sep-17

Transfer

(660)

0.00%

695,602

0.19%

 

 

29-Sep-17

Transfer

(2,100)

0.00%

693,502

0.19%

 

 

06-Oct-17

Transfer

33,274

0.01%

726,776

0.20%

 

 

13-Oct-17

Transfer

(600)

0.00%

726,176

0.20%

 

 

20-Oct-17

Transfer

(34,184)

-0.01%

691,992

0.19%

 

 

27-Oct-17

Transfer

63,942

0.02%

755,934

0.20%

 

 

03-Nov-17

Transfer

13,035

0.00%

768,969

0.21%

 

SN

For each of the Top 10

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

Shareholders

 

 

No. of shares % of total

No. of shares % of total

 

 

 

 

 

shares

 

shares

 

 

10-Nov-17

Transfer

25,863

0.01%

794,832

0.21%

 

 

17-Nov-17

Transfer

(1,400)

0.00%

793,432

0.21%

 

 

24-Nov-17

Transfer

1,700

0.00%

795,132

0.21%

 

 

01-Dec-17

Transfer

3,446

0.00%

798,578

0.21%

 

 

08-Dec-17

Transfer

1,854

0.00%

800,432

0.22%

 

 

15-Dec-17

Transfer

5,145

0.00%

805,577

0.22%

 

 

22-Dec-17

Transfer

(41,290)

-0.01%

764,287

0.21%

 

 

29-Dec-17

Transfer

19,257

0.01%

783,544

0.21%

 

 

05-Jan-18

Transfer

(7,526)

0.00%

776,018

0.21%

 

 

12-Jan-18

Transfer

326,996

0.09%

1,103,014

0.30%

 

 

19-Jan-18

Transfer

(260,000)

-0.07%

843,014

0.23%

 

 

26-Jan-18

Transfer

(83,804)

-0.02%

759,210

0.20%

 

 

02-Feb-18

Transfer

38,524

0.01%

797,734

0.21%

 

 

09-Feb-18

Transfer

(30,200)

-0.01%

767,534

0.21%

 

 

16-Feb-18

Transfer

55,500

0.02%

823,034

0.22%

 

 

23-Feb-18

Transfer

(44,210)

-0.01%

778,824

0.21%

 

 

02-Mar-18

Transfer

21,215

0.01%

800,039

0.22%

 

 

09-Mar-18

Transfer

(30,000)

-0.01%

770,039

0.21%

 

 

16-Mar-18

Transfer

24,550

0.01%

794,589

0.21%

 

 

23-Mar-18

Transfer

(26,765)

-0.01%

767,824

0.21%

 

 

31-Mar-18

Transfer

(750)

0.00%

767,074

0.21%

 

At the end of the year

31-Mar-18

 

767,074

0.21%

767,074

0.21%

10

Shalini Gupta

 

 

 

 

 

 

 

At the beginning of the yeai

01-Apr-17

 

511,598

0.14%

51,198

0.14%

 

Changes during the year

27-Oct-17

Transfer

200,000

0.06%

711,598

0.19%

 

At the end of the year

31-Mar-18

 

711,598

0.19%

711,598

0.19%

(v) Shareholding of Directors and Key Managerial Personnel:

SN

Shareholding of each Directors

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

and each Key Managerial

 

 

No. of share

% of total

No. of shares

% of total

 

Personnel

 

 

 

shares

 

shares

 

At the beginning of the yeai

01-Apr-17

 

511,598

0.14%

51,198

0.14%

1

Hulas Rahul Gupta

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

80,385,494

22.45%

80,385,494

21.61%

 

Changes during the year

 

 

-

0.00%

80,385,494

21.61%

 

At the end of the year

31-Mar-18

 

80,385,494

21.61%

80,385,494

21.61%

 

 

 

 

 

 

 

 

2

Gautam Singh Kuthari

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

100,000

0.03%

100,000

0.03%

 

Changes during the year

 

 

-

0.00%

100,000

0.03%

 

At the end of the year

31-Mar-18

 

100,000

0.03%

100,000

0.03%

 

 

 

 

 

 

 

 

3

Vidyut Manubhai Vora

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

41,911

0.01%

41,911

0.01%

 

Changes during the year

 

 

-

0.00%

41,911

0.01%

 

At the end of the year

31-Mar-18

 

41,911

0.01%

41,911

0.01%

 

SN

For each of the Top 10

Date

Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

 

Shareholders

 

 

No. of shares

% of total

No. of shares

% of total

 

 

 

 

 

shares

 

shares

4

Vinati Dev

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

-

0.00%

-

0.00%

 

Changes during the year

 

 

-

0.00%

-

0.00%

 

At the end of the year

31-Mar-18

 

-

0.00%

-

0.00%

 

 

 

 

 

 

 

 

5

Anand Kumar Agarwal

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

400,000

0.11%

400,000

0.11%

 

Changes during the year

 

 

-

0.00%

400,000

0.11%

 

At the end of the year

31-Mar-18

 

400,000

0.11%

400,000

0.11%

6

Manish Gupta*

 

 

 

 

 

 

 

At the beginning of the year

01-Apr-17

 

-

0.00%

-

0.00%

 

Changes during the year

 

 

-

0.00%

-

0.00%

 

At the end of the year

31-Mar-18

 

-

0.00%

-

0.00%

* Mr. Manish Gupta Company secretary of the Company has resigned

w.e.f. 14th May, 2018

 

 

V. INDEBTEDNESS

Indebtedness of thie Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars

Secured Loans excluding

Unsecured Loans

Deposits

Total Indebtedness

 

Deposits

 

 

 

Indebtedness at the beginning of the financial year

i) Principal Amount

92,428.88

1,188.41

-

93,617.29

ii) Interest due but not paid

40,422.11

-

-

40,422.11

iii) Interest accrued but not due

-

-

-

-

Change In Indebtedness during the financial year

Addition

-

-

-

-

Reduction

23,969.35

682.59

-

24,651.94

Net Change

(23,969.35)

(682.59)

-

(24,651.94)

Indebtedness at the end of the financial year

 

 

 

i) Principal Amount

81,396.85

505.82

-

81,902.67

ii) Interest due but not paid

27,484.79

-

-

27,484.79

iii) Interest accrued but not due

-

-

-

-

Total (i+ii+iii) 108,881.64 505.82 - 109,387.46

 

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

 

SN.

Particulars of Remuneration

Name of MD/WTD//Manager

Total Amount

 

 

 

(Rs/Lac)

 

-

Name

_

Mutas Rahul

 

 

Designation

_

Managing Director

 

1

Gross salary

 

 

 

(a) Salary as per provisions contained in section

-

15.12

15.12

 

17(1) of the Income-tax Act, 1961

 

 

 

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

-

-

 

(c) Profits in lieu of salary under section 17(3)

-

-

-

 

Income- tax Act, 1961

 

 

 

 

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

 

Commission

 

 

 

4

- as % of profit

-

-

-

 

- others, specify

-

-

-

5

Others, please specify

 

 

-

 

Total (A)

-

15.12

15.12

 

Ceiling as per the Act

The amount paid as per MCA order. (Please refer Note No. 34(b) of Notes to the financial statements)

B. Remuneration to other Directors.

SN

Particulars of Remuneration

Name of Directors

Total Amount (Rs/Lac)

1

Independent Directors

Gautam Singh Kuthari

Vldyut Manubhal Vora

Vlnatl Dev

-

 

Fee tor attending board

1.50

1.00

0.75

3.25

 

committee meetings

 

 

 

 

 

Commission

-

-

-

-

 

Others, please specify

-

-

-

-

 

Total (1)

1.50

1.00

0.75

3.25

2

Other Non-Executive Directors

NIL

-

 

 

Fee for attending board committee meetings

 

 

 

-

 

Commission

 

 

 

-

 

Others, please specify

-

 

 

 

 

Total (2)

-

-

-

-

 

Total (B)=(1+2)

1.50

1.00

0.75

3.25

 

Total Managerial Remuneration

 

 

 

18.37

 

Overall Ceiling as per the Act

 

 

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN.

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount

 

Name

Anand Kumar Agarwal

Manish Gupta*

(Rs/Lac)

 

Designation

CEO

CFO

CS

 

1

Gross salary

 

 

 

 

 

(a) Salary as per provisions contained

-

69.30

8.39

77.69

 

in section 17(1) of the Income-tax Act, 1961

 

 

 

 

 

(b) Value of perquisites u/s 17(2)

-

-

-

-

 

Income-tax Act, 1961

 

 

 

 

 

(c) Profits in lieu of salary under sectiot

17(3) -

-

-

-

 

Income- tax Act, 1961

 

 

 

 

2

Stock Option

-

-

-

-

3

Sweat Equity

-

-

-

-

 

Commission

 

 

 

 

4

- as % of profit

-

-

-

-

 

- others, specify

-

-

-

-

5

Others, please specify

-

-

-

-

 

Total

-

69.30

8.39

77.69

Mr. Manish Gupta Company secretary of the Company has resigned w.e.f. 14th May, 2018

VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type

Section of the

Brief Description Companies Act

Details of Penalty/ Punishment Compounding fees Imposed

Authority [RD/NCLT/ Court]

Appeal Made, If any (Give Details)

A. COMPANY

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

------------------------- NIL -------------------------

 

B. DIRECTORS

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

C. OTHER OFFICERS IN DEFAULT

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

 

 

 

 

 

             

 

 

 

On behalf of the Board of Directors

 

 

For Indosolar Limited

 

H.R. GUPTA

GAUTAM SINGH KUTHAFH

 

Managing Director

Director

 

DIN: 00297722

DIN: 00945195

Place: Greater Noida

 

 

Date: 10.08.2018

 

 

         

Annexure II

Form No.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form lor disclosure of particulars of contracts/arrangements entered Into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms' length transactions under fourth proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis: Indosolar Limited (the Company1) has not entered into any contract/arrangement/transaction with its related parties which are not in ordinary course of business or at arm's length during FY 2017-18.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable (1) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts / arrangements / transactions: Not Applicable

(c) Duration of the contracts / arrangements / transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Date(s) of approval by the Board, if any: Not Applicable (1) Amount paid as advances, if any: None

Details of related party transactions i.e. transactions of the company, with its promoters, the Directors or the management, their relatives etc. are present under Note No. 34 Notes to the Financial Statements for the financial year ended 31st March, 2018.

 

On behalf of the Board of Directors

 

For INDOSOLAR LIMITED

 

H.R. GUPTA

GAUTAM SINGH KUTHARI

 

Managing Director

Director

 

DIN: 00297722

DIN: 00945196

Place: Greater Noida Date: 10.06.2018

 

 

Annexure III

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

The Members,

INDOSOLAR LIMITED

C-12 Friends Colony (East) New Delhl-110065

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Indosolar Limited (hereinafter called the Company). Secretarial Audit was conducted In a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 55A;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable

(vi) As confirmed and certified by the management, there is no law specifically applicable to the Company based on the Sectors / Businesses.

We have also examined compliance with the applicable clauses/regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above subject to the following observations:

1. During the period under review the Company claim for eligibility of capital subsidy under SIP scheme of Govt. of India, the Special Leave petition (SLP) filed by the Department of Information Technology (DIT), against the order of the Hon'ble High Court of Delhi has been dismissed by the Hon'ble Supreme court vide its order dated August 25, 2017. The uncertainty exists with regard to its quantum and receipt of claim pending its appraisal by Department of Information Technology. In the absence of the reasonable assurance, the management has not recognized the claim.

2. During the period under review the Company has received the approval of One Time Settlement ('OTS) Scheme from Union Bank of India (Bank). As per the OTS Scheme if the Company is unable to pay as per stipulations, the OTS proposal will stand cancelled automatically and the bank will take suitable legal steps for recovery of entire dues.

3. During the previous year two secured lenders have assigned their outstanding dues to Assets Reconstruction Company (India) Limited (ARCIL).

4. The Company's net worth has been eroded during the period under review.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes In the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent least seven days in advance (except in cases where meetings were convened at a shorter notice for which necessary approvals obtained as per applicable provisions), and a system exists for seeking and obtaining further Information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following specific event / action took place having a major bearing on the company's affairs in

pursuance of the above referred laws, rules, regulations, guidelines, standards, etc:

1. The Board of Director has converted of 95,00,000 Convertible Preference share into 8731617 Equity shares of Rs. 10.88 including security premium of Rs. 0.88 to Raising fibre Private Limited.

2. The Company has allotted 5205499 equity share of Rs.10 each to Green Light lighting Corporation. Against conversion of unsecured loan of Rs. 5,20,54,995.

3. The Board of Directors made an allotment of 207,00,00,000 1% Optionally Convertible Cumulative Redeemable Preference Shares of the Company at face value of Rs. 10/- each at par on preferential basis to Union Bank of India as per the OTS Scheme

For Chandrasekaran Associates Company Secretaries

Shashikant Tiwari

Partner

Membership no. A28994

Certificate of Practice No. 13050

Date: August 10, 2018 Place: Delhi

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure-A The Members,

INDOSOLAR LIMITED

C-12 Friends Colony (East) New Delhl-110065

1. Maintenance of secretarial record Is the responsibility of the management of the Company. Our responsibility Is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Chandrasekaran Associates Company Secretaries

Shashikant Tiwari

Partner

Membership No. ACS 28994

Certificate of Practice No. 13050

Date: 10.08.2018 Place: Delhi

ANNEXURE IV

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO FORMING FART OF DIRECTORS' REPORT IN TERMS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH Rule 8(3) THE COMPANIES (ACCOUNTS) RULES, 2014

A.

CONSERVATION OF ENERGY

 

1.

STEPS TAKEN FOR CONSERVATION OF ENERGY

Conservation measures like installation of 555 KW Captive Solar Plant, Installation of LED Lightings to reduce power cost to considerable extent.

2.

CONSUMPTION OF UNITS OF ENERGY

A Electric Energy: 200.73 (Pr. Year 242.59) lakhs units supplied by Power Corporation. 11.00 {Pr.. Year 16.37) lakhs units generated by DG Sets.

 

 

B. Diesel: 3.21 {Pr. Year 4.36) lakhs liters for running DG Sets.

3.

STEPS TAKEN BY COMPANY FOR UTLIZING ALTERNATE ENERGY

5.96 lakhs Units were generated by the 555 KW Captive Solar Plant in the year 2017-18.

4.

THE CAPITAL INVESTMENT ON ENERGY

NIL

 

CONSERVATION EQUIPMENTS

 

a

TECHNOLOGY ABSORPTION

 

Form for disclosure of particulars with respect to absorption Research and Development (R & D)

1.

Specific areas in which R & D carried out by the Company

* Five bus bar technology implemented in full production.

 

* Front contact finger width reduced from 36 micron to 34 micron.

 

• DW wafers introduced in production.

2.

Benefits derived as a result of the above R & D

* Increase in cell efficiency by 0.2% absolute (from 17.80% to 18.00%).

 

• Reduction in consumption of material and increase in production in wattage terms leading to lower Cost of Operation {COO).

 

* Product quality improved specifically with respect to EL (Electro Luminescence) image due to Pocal diffusion and variations in parameters reduced.

3.

Future plan of action

* Introduction of Co-doped wafers in production.

 

• Development of 'Black Silicon process technology and irrtroduc tion in production.

 

• Reduction in front contact finger width from 34 micron to 30 micron.

 

• Development of cell design suitable tor half cut cell modules.

4.

Expenditure on R & D

• Included in the manufacturing cost.

(a)

Capital

 

(b)

Recurring

 

(c)

Total

 

(d)

Total R & D expenditure as a percentage of total turnover

 

 

Technology Absorption, Adaptation and Innovation

 

1. Efforts, in brief, made towards technology absorption, adaptation and innovation

• Pocal process developed and introduced in production.

• Quality of product Improved.

• Product design Improved and Implemented by optimization

of processes.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.

* Cost reduction.

• Saleability of product improved.

 

 

3. In case of import of technology

 

(imported during the last 5 years reckoned

 

from the beginning of the financial year),

 

following Information may be furnished:

 

(a) Technology imported

(a) Selective Emitter Technology/Pocal

(b) Year of import

(b) 2012

(c) Has technology been fully absorbed

(c) No

(d) If not absorbed, areas where this has not taken place, reasons therefore and future plan of action

(d)Under installation and commissioning

ACTIVITIES RELATING TO EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS, DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCTS AND SERVICES AND EXPORT PLANS

Your Company is a 100% Export Oriented Company.

FOREIGN EXCHANGE EARNNG AND OUTGO

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

 

 

(Rs. in lakhs)

Particulars

For Year 2017-18

For Year 2016-17

Foreign Exchange Earning#

9,643.57

13,011.75

Foreign Exchange Outgo

22,714.42

19,120.61

#lncludes deemed exports to EOU/SEZ units amounting to Rs. 9,519.91 lakhs (previous year Rs. 11,352.40 lakhs)

 

On behalf of the Board of Directors

 

For INDOSOLAR LIMITED

 

H.R. GUPTA

GAUTAM SNGH KUTHARI

 

Managing Director

Director

 

DIN: 00945195

DIN: 00297722

Place: Greater Nolda

 

 

Date: 10.08.2018

 

 

Annexure V

THE INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18;

Name of Director

Designation

Ratio to Median Remuneration

Mr. Hulas Rahul Gupta

Managing Director

0

No remuneration was paid to Independent Directors except Sitting Fees.

b) The percentage Increase In remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2017-18;

Name of Person

Designation

% Increase in remuneration

Mr. Hulas Rahul Gupta

Managing Director

0

Mr. Anand Kumar Agarwal

Chief Financial Officer

0

Mr. Manish Gupta

Company Secretary

0

The remuneration paid to the Independent Directors by way of sitting fees of Rs. 25,000 per Board Meeting.

(c) The percentage increase In the median remuneration of employees in the financial year 2017-18:8.49%

(d) The number of permanent employees on the rolls of company as on 31st March 2018:269

(e) 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:

There was no increase in the managerial remuneration and average increase in the remuneration other than managerial personnel in 2017-18 was 13.51%.

(f) Affirmation that the remuneration Is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company

THE INFORMATION REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5(2) & 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE GIVEN BELOW:

SNo

Name

Designation

Remuneration (INR)

Nature of employment

Qualification

Experience

Date of commencement of employment

Age (Years)

Last employment before Joining the Company

% of Equity Capital held

Name of relative of directors/ manager

1

Mr H.R. Gupta

Managing Director

15,12,000

Full Time Employee

Bachelor of Business Administration

33

15-Jan-08

59

Phoenix Lamps Limited

21.61%

2

Mr. Anand Kumar Agarwal

Chief Finance Officer

69,30,000

Full Time Employee

Bachelor of Commerce

43

01-Jul-08

69

Phoenix Lamps Limited

a 11%

a

Dr. Dina Nath Singh

Chief Technical Officer

66,50,124

Full Time Employee

Ph.D Micro-Electronics

41

08-Dec-08

68

Semi Conductor Complex Limited

0.00%

4:

Mr. Vivek Gupta

Financial Controller

47,86,008

Full Time Employee

CA,ICWA

25

14-Nov-14

49

Roulunds Braking India Pvt Ltd

0.02%

5

Mr. Dinesh B Shenoy

Chief General Manager (Purchase)

38,44,102

Full Time Employee

Diploma in Computer

Science

29

20-Dec-07

51

Phoenix Lamps Limited

0.00%

6

Mr. Uma Shanker

Sharma

General Manager (Finance)

19,91,681

Full Time Employee

MBA in Finance

41

12-Aug-08

59

Phoenix Lamps Limited

0.00%

7

Ms. Roshini Gupta

Vice President-Corporate

29,96,136

Full Time Employee

Bachelor of Arts

4

01l-Apr-14

27

None

Nil

Mr, H. R. Gupta

8

Mr. Nandan Singh Bhakuni

General Manager (Production)

23,05,034

Full Time Employee

Master of Science-Mechanical

24

01-Aug-14

45

Osram India Pvt. Ltd

0.00%

9

Mr. Prakash Nauriyal

General Manager (HR& Admin)

22,62,914

Full Time Employee

Bachelor of Science

37

01-Apr-08

58

Phoenix Lamps Limited

0.00%

10

Mr. Christy John

GM- Utility

17,05,998

Full Time Employee

AME  (Electronics)

35

18-Jun-08

58

Phoenix Lamps Limited

0.00%

(b) Employees who were In the receipt of remuneration aggregating Rs. 1,02,00,000 or more per annum, If Employed throughout the Financial Yean None

(c) Employed for part of the financial year and was In receipt of remuneration not less than Rs. 8,50,000 per month: None

(d) Employee who was in receipt of remuneration in excess of that drawn by the Managing Director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company: None

 

On behalf of the Board of Directors

 

For INDOSOLAR LIMITED

 

H R. GUPTA

GAUTAM SHGH KUTHARI

 

Managing Director

Director

 

DIN: 00945195

DIN: 00297722

Place: Greater Noida

 

 

Date: 10.08.2018

 

 

 

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `585 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `890 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `483 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `172 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `151 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `388 Cr की बिकवाली की
  • CS ON BHEL : Outperform रेटिंग, लक्ष्य `88/Sh
  • CS ON CADILA HEALTH : Neutral रेटिंग, लक्ष्य `251/Sh
  • CS ON PIDILITE IND : Underperform रेटिंग, लक्ष्य `1245/Sh
  • MACQUARIE ON BHEL : Neutral रेटिंग, लक्ष्य घटाकर `58/Sh

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