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Directors Report of Inox Wind Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting to you their Sixth Annual Report for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2014-2015:

Rs. in lakhs

Particulars Consolidated

2014-15 2013-14

Net Sales / Income from Operations 2,70,270 1,54,895

Other operating Income 723 1,786

Total Income from Operations 2,70,993 1,56,681

Less: Total Expenses 2,27,285 1,40,214

Profit from operations before other 43,708 16,467 income and finance cost

Add: Other Income 1,430 913

Less: Finance Cost 6,225 4,600

Profit from ordinary activities before 38,913 12,780 Taxation

Provision for Taxation 9,271 (448)

Net Profit / (Loss) for the year 29,643 13,228

Profit brought forward from earlier year 22,749 25,521

Less: Utilised for issue of bonus shares - 16,000

Less: Adjustment on account of carrying 9 - amount of fixed assets as at 1st April, 2014, net of deferred tax

Balance as at end of year 52,383 22,749

Rs. in lakhs

Particulars Standalone

2014-15 2013-14

Net Sales / Income from Operations 2,47,719 1,37,911

Other operating Income 711 1,774

Total Income from Operations 2,48,430 1,39,685

Less: Total Expenses 2,02,226 1,22,362

Profit from operations before other 46,204 17,323 income and finance cost

Add: Other Income 4,096 1,959

Less: Finance Cost 6,255 4,632

Profit from ordinary activities before 44,045 14,650 Taxation

Provision for Taxation 10,890 158

Net Profit / (Loss) for the year 33,157 14,492

Profit brought forward from earlier year 23,741 25,249

Less: Utilised for issue of bonus shares - 16,000

Less: Adjustment on account of carrying 9 - amount of fixed assets as at 1st April, 2014, net of deferred tax

Balance as at end of year 56,889 23,741

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis annexed to this Report.

2. CONSLOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements for the Financial Year 2014-15 are provided in the Annual Report.

3. DIVIDEND

With a view to finance the Company's ongoing projects and considering future expansion plans, no dividend has been recommended by the Board of Directors for the year ended 31st March, 2015.

4. DIRECTORS

Shri Rajeev Gupta (DIN: 01773304) retires by rotation and being eligible, offer himself for re-appointment.

The Board of Directors had appointed Shri Chandra Prakash Jain (DIN: 00011964) and Ms Bindu Saxena (DIN: 00167802) as Independent Directors of the Company for a period of five (5) consecutive years with effect from 21st October, 2014 subject to approval of Members at the ensuing Annual General Meeting.

The Company has received Notices in writing from a Member proposing the candidature of Shri Chandra Prakash Jain and Ms Bindu Saxena for the office of Director.

The Company has received declarations from Shri Chandra Prakash Jain and Ms Bindu Saxena that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, the Board of Directors had re-appointed Shri Rajeev Gupta (DIN: 01773304) as a Whole-time Director of the Company for a period of one year with effect from 01st April, 2015 subject to approval of the Members at the ensuing Annual General Meeting.

Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

5. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company has, on recommendation of the Compensation, Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. The contents of the Policy are stated in the Corporate Governance Report.

6. INDEPENDENT DIRECTORS

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 and Clause 49 of the Listing Agreement.

7. FAMILIARISATION PROGRAMME FOR INDPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.

8. BOARD EVALUATION

All Independent Directors at their meeting held on 17th January, 2015 had evaluated performance of Non-Independent Directors, Chairman of the Company and Board as a whole in accordance with evaluation mechanism approved at the said meeting. Further, the Board of Directors at its meeting held on 17th January, 2015 had evaluated performance of Independent Directors in accordance with the evaluation mechanism approved at the said meeting. These evaluations are done as per the requirements laid down in Section 149 of the Companies Act, 2013 read with Schedule IV to the said Act and Clause 49 of the Listing Agreement. The performance of Directors was evaluated based on the parameters such as Qualifications, Experience, Personal attributes like Honesty & Integrity, Independence, Professional Skills, Contribution to Board Meetings, etc. while the performance of the Board was evaluated based on the parameters such as Policies and Procedures followed, Qualification & Experience of Board Members, Composition of Board, Diversity on the Board, Board Meetings and Committee Meetings, Corporate Governance, etc. A structured questionnaire was prepared covering the above areas of competencies and was given to each Director. Feedback received from the Directors reflected high satisfactory performance.

9. MEETINGS OF THE BOARD

During the year under review, the Board met eight times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Clause 49 (D) of the Listing Agreement.

10. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures from the requirements of the Accounting Standards;

ii. the Directors 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 of the Company for that period;

iii. the Directors had 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. the Directors had prepared the Annual Accounts on a going concern basis;

v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and

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

11. key managerial personnel

In terms of Section 203 of the Companies Act, 2013, the Company has designated Shri Devansh Jain and Shri Rajeev Gupta, Whole-time Directors, Shri Kailash Lal Tarachandani, Chief Executive Officer, Shri Raju Kaul, Chief Financial Officer and Ms Ranju Goyal, Company Secretary, as Key Managerial Personnel of the Company.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given and investments made are alongwith the purpose for which the loan is proposed to be utilized by the recipient provided in the Standalone Financial Statement of the Company. The Company has not given any guarantees or provided any security in connection with a loan taken by other party.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board and/or Shareholders, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: http://www.inoxwind.com/wp-content/uploads/2014/11/Policy-on-Materiality -of- Related-Party-Transactions-IWL.pdf

All transactions entered with Related Parties for the year under review were on arm's length basis. Further, there are no material related party transactions during the year under review. Hence disclosure in Form AOC-2 is not required.

14. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following Subsidiaries:

a) INOX WIND INFRASTRUCTURE SERVICES LIMITED

Inox Wind Infrastructure Services Limited is an unlisted Subsidiary of the Company engaged in the business of providing Erection, Procurement & Commissioning ("EPC"), Operations & Maintenance ("O & M") for Wind Turbine Generators and Common Infrastructure Facilities services for Wind Farm Projects.

b) MARUT SHAKTI Energy INDIA LIMITED

Marut-Shakti Energy India Limited is an unlisted step-down Subsidiary of the Company engaged in the business of development of Wind Farm Projects.

The Report on the performance and financial position of each of the Subsidiaries of the Company is annexed to this report in form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report. (As Annexure A)

The Audited Financial Statement of the subsidiaries of the Company are placed on the website of the Company and a copy will be provided to the Shareholder/s on request as per Section 136 of the Companies Act, 2013.

There are no joint ventures or associate companies.

16. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls commensurate with its size and nature of its business. The Board has reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.

17. INDEPENDENT AUDITORS' REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditor's Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

18. STATUTORY AUDITORS

Members are requested to appoint Auditors from the conclusion of the 6th Annual General Meeting until the conclusion of 11th Annual General Meeting and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014 and they satisfies criteria laid down in Section 141 of the Companies Act, 2013.

19. COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Company has appointed M/s Aseem Jain and Associates, Cost Auditors (Membership no M/18592) to audit the cost audit records maintained by the Company for Financial Year 2015-16 on a remuneration of Rs. 1,87,000 (Rs. One Lakh and Eighty Seven Thousands Only). As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s Aseem Jain and Associates, Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

Particulars of Cost Audit Report Submitted by M/s. Aseem Jain and Associates, Cost Auditors in respect of Financial Year 2013-14 is as follows.

Financial Year : 2013-14

Due Date of Filing Cost Audit Report: 27th September, 2014

Date of Filing Cost Audit Report: 28th August, 2014

20. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Dayal & Maur, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s Dayal & Maur in form no MR-3 is annexed to this report (As Annexure E). The Secretarial Audit Report has no qualifications except that the Company held its AGM beyond the period prescribed under Section 96 of the Companies Act, 2013. However the Company has filed an application to Company Law Board, Noida Bench, for condonation of delay.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate Section forming part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Clause 49(IX), a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

23. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual Return as provided in form no MGT -9 is annexed to this report (As Annexure B).

24. CONSERVATION OF Energy, Technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules , 2014, in the manner prescribed is annexed to this report (As Annexure C).

25. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report (As Annexure F).

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

26. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES

During the year under review, the Company has constituted CSR Committee and adopted CSR Policy, details of which are provided in the Corporate Governance Report. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report (As Annexure D).

27. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of OHSAS 18001:2007 (Occupational Health and Safety Management System) for its Una and Rohika Units. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

28. INSURANCE

The Company's property and assets have been adequately insured.

29. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of Complaints Received NIL

No. of Complaints disposed of Not Applicable

31. MATERIAL CHANGES AND COMMITMENTS, IF Any, AFFECTING THE FINANCIAL POSITION OF THE Company WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Year the Initial Public Offer of the Company was opened for subscription on 18th March, 2015 and closed on 20th March, 2015, for the total size of 3,19,18,226 (Three Crores Nineteen Lakhs Eighteen Thousand Two Hundred Twenty Six) Equity Shares of face value of Rs. 10 each, comprising of a fresh issue to the public of 2,19,18,226 Equity Shares of Rs. 10 each and an Offer for Sale of 1,00,00,000 Equity Shares by Gujarat Fluorochemicals Limited, the Promoter Company. The Issue of the Company was oversubscribed by 18.57 times. The Company allotted 2,19,18,226 Equity Shares of Rs. 10 each on 30th March 2015. Thus, the Paid-up Share Capital of the Company is increased from Rs. 200,00,00,000 to Rs. 221,91,82,260.

Subsequent to the above, BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) had admitted 22,19,18,226 Equity Shares of Rs. 10 each of the Company for Listing and Trading in electronic form at BSE and NSE with effect from 09th April, 2015. In view of this, the status of the Company is changed from Unlisted to Listed Company after the close of the year under view.

Except above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

33. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors

Noida Deepak Asher Devansh Jain 27th July, 2015 Director Whole-time Director

 
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