Home  »  Company  »  SG Mart  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of SG Mart Ltd.

Mar 31, 2023

BOARD''S REPORT

To the members of
Kintech Renewables Limited,

Your Directors are pleased to present the 38th Annual Report on the business and operations of your Company
along with the Audited Financial Statement for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with the previous year''s figures is given
hereunder:

Particulars

FY 2022-23

FY 2021-22

Revenue from Operations

155.88

3.74

Add : Other income

102.47

57.86

Total revenue

258.35

61.60

Operating expenses

231.64

20.30

EBITDA

26.71

41.30

Less : Finance cost

-

0.43

Less : Depreciation and amortization

0.02

0.02

Profit before tax (PBT)

26.69

40.85

Less : Tax expense

6.98

10.78

Profit after tax for the year (PAT)

19.71

30.07

The Company''s gross revenue in financial year 2022-23 increased significantly by 319% from ^61.60 lakhs to
^258.35 lakhs. The EBITDA decreased by 35% from ^41.30 lakhs to ^26.71 lakhs for the year under review. The
net profit of the Company also decreased by 34% from ^30.07 lakhs to ^19.71 lakhs during the year under review.

DIVIDEND

In order to augment the resources, the Board of Directors has deemed it prudent not to recommend dividend to
the shareholders of the Company for the year ended March 31, 2023.

TRANSFER TO RESERVES

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year
under review.

OVERVIEW

India displayed resilience in an otherwise dull economic environment registering strong GDP growth. This growth
was underpinned by Government thrust on capital expenditure and robust private consumption.

While inflation remained elevated throughout the year, RBI''s interventions helped scale inflation below the upper
tolerance levels towards the close of the fiscal. Despite a dismal global economic environment, India recorded its
highest export numbers. The Government''s revenue collection also scaled new heights.

Optimism in India soared with the announcement of the Union Budget 2023-24, which allocated a massive amount
to world-class infrastructure creation, the benefit of which is expected to cascade to multiple sectors.

India is likely to retain its spot among the fastest-growing major economies in the world in FY24, although
estimates suggest a dip in GDP. This conservative assessment is due to global risks that could impact India''s
progressive journey.

BUSINESS PERFORMANCE

Your Company was an Independent Power Producer Company engaged in the business of power generation,
electric power, light and supply and to generate and accumulate electric power and renewable energy i.e. wind,
solar. Further, the company is also Engineering, Procurement and Construction (EPC) Company which is in the
business of turnkey wind / solar power solutions like wind farm / solar rooftop development, wind power
generation and wind turbine installation and maintenance services.

However, post closure of the financial year your Company had altered its main objects and diversify the business
activity into trading and initiated activities relating to B2B trading of building material products. The Company was
also in the process of appointing channel partners to penetrate the construction sector.

Branding initiatives continued throughout the year through social media campaigns and other electronic media to
enhance product and brand visibility.

PROSPECTS

Resurgence in the real estate sector provides considerable promise for improved business performance. Further
reduced inflationary pressures and stability in input prices suggest improved profitability going forward. The
Company''s focus on strengthening its presence further in the building products segment should improve margins.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls within the meaning of Section 134(5)(e) of the
Companies Act, 2013 (the "Act"). For the financial year ended March 31, 2023, the Board is of the opinion that
the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and
are operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits
are conducted covering all offices and key areas of the business. Findings are placed before Audit Committee,
which reviews and discusses the actions taken with the management. The Audit Committee also reviews the
effectiveness of Company''s internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business,
including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
disclosures.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act, the Annual Return as required under Section 92
of the Act for the financial year 2022-23, is available on the Company''s website at
https://kintechrenewables.com.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company had no subsidiary, joint venture(s) or associate(s) companies. Hence,
disclosure in form AOC-1 is not applicable to the Company.

DEPOSITS

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act
read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

LISTING OF SHARES AND LISTING FEES

The equity shares of the Company are listed on BSE Limited vide Scrip Code 512329. The Company confirms that
it has paid the annual listing fees for the Financial Year 2023-24 to BSE Limited, Mumbai.

SHARE CAPITAL

As on March 31, 2023, the authorized share capital of the Company stood at ^6,00,00,000/- (Rupees Six Crore
only) divided into 60,00,000 (Sixty Lakh) equity shares of ^10/- (Rupees Ten only) each.

The paid up Equity Share capital of the Company as on March 31, 2023 was ^1,00,00,000/- (Rupees One Crore
Only) divided into 10,00,000 (Ten Lakh Only) equity shares of ^10/- (Rupees Ten only) each.

Post closure to the year under review, the Company had allotted 30,00,000 (Thirty Lakh) equity shares on
preferential basis, on July 10, 2023, to persons belonging to ''Non-Promoter category'' of face value of Rs. 10/-
each at an issue price of Rs. 450/- per equity share aggregating upto Rs. 135,00,00,000/- (Rupees One Hundred
Thirty Five Crore Only) in accordance with provisions of Chapter V of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stand increased to Rs.
4,00,00,000 (Four Crore Only) divided into 40,00,000 (Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)

each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.
DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the
Company, Ms. Khushboo Singhal will retire at the ensuing Annual General Meeting (AGM) and being eligible,
offers herself for reappointment.

The Company has received declaration from all the Independent Directors of the Company, confirming that they
meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations").

In the opinion of the Board all the Independent Directors are person of integrity and having requisite expertise,
skills and experience (including the proficiency) required for their role and are independent of the management.

Composition of the Board of Directors of the Company as on 31.03.2023:

1. Ms. Khushboo Singhal (DIN: 09420048) - Managing Director (Executive)

2. Mr. Gaurank Singhal (DIN: 09081559) - Director (Non-Executive and Non-Independent)

3. Mr. Prakash Kumar Singh (DIN: 06398868) - Director (Non-Executive and Independent)

4. *Mr. Arihant Chopra (DIN: 09436637) - Director (Non-Executive and Independent)

*Mr. Arihant Chopra (DIN: 09436637) was appointed as Non-Executive and Independent Director of the Company
w.e.f. May 26, 2022.

Note: Post closure of the financial year 2022-23 there were following changes in the Composition of the Board and
KMPs:

1. Ms. Khushboo Singhal was re-designated as Non-Executive Director of the Company w.e.f. April 3, 2023;

2. Mr. Gaurank Singhal resigned from the position of the Director of the Company w.e.f. April 3, 2023;

3. Mr. Shivkumar Niranjanlal Bansal was appointed as additional and whole time director (Joint MD) of the
Company w.e.f. April 3, 2023;

4. Mr. Sachin Kumar (M. No. A61525) was appointed as the Company Secretary & Compliance Officer w.e.f.
April 3, 2023; and

5. Ms. Richa Srivastava resigned from the position of Company Secretary & Compliance Officer w.e.f. April 3,
2023.

EVALUATION OF BOARD

The Evaluation of the Board of Directors, its committee, individual Directors (Independent and Non-independent
Directors) was carried out as per the process and criteria laid down by the Board of Directors based on the
recommendation of the Nomination and Remuneration Committee.

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its
Committees and individual Directors. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board and Committees, experience
and competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was
carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority
shareholders interest, ability to guide the Company in key matters, knowledge, and understanding of relevant
areas, and responsibility towards stakeholders etc. The feedback on the evaluation of Individual Directors were
discussed individually with them. During the year under review, in line with the requirements under the Act, the
Independent Directors had a separate Meeting on February 13, 2023 without the presence of the Management
team and the Non-Independent Directors of the Company to review the matters as required by Schedule IV of the
Act and the Listing Regulations. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, taking into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR

The Board has adopted Nomination and Remuneration Policy to align with the requirement of Companies Act,
2013 and SEBI (LODR) Regulations and formulated Nomination Remuneration and Evaluation Policy as under:

POLICY ON DIRECTORS'' APPOINTMENT

The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification
/appointment of Directors which are as under:

A. Appointment Criteria and Qualifications:

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person

for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her

appointment.

i. A person should possess adequate qualification, expertise and experience for the position he / she is
considered for appointment. The Committee has discretion to decide whether qualification, expertise
and experience possessed by a person is sufficient / satisfactory for the concerned position.

ii. The Company shall not appoint or continue the employment of any person as Whole-time Director
who has attained the age of seventy years. Provided that the term of the person holding this position
may be extended beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice for such motion
indicating the justification for extension of appointment beyond seventy years.

iii. The Committee has discretion to consider and fix the criteria for appointment / selection of the most
suitable candidates for the Company.

B. Recommendation of appointment for approval of Board:

If the candidate is able to satisfy the criteria laid down by the Committee, the Committee shall recommend

appointment of such person for approval of the Board, after completion of the selection process.

The Committee may recommend the candidates to the Board when:

i. any vacancy in the Board is required to be filled due to resignation or retirement of any Board
Member, or

ii. any vacancy arisen out of annual performance evaluation of the Board, or

iii. any vacancy as a result of end of tenure in accordance with the Act, Rules made thereunder and in
terms of applicable regulations of LODR, or

iv. any change required in the Board on account of its diversity policy, or

v. any change required by the law.

C. Positive attributes of Directors / Independent Directors:

Directors to:

i. Demonstrate integrity, trustworthiness and ability to handle situations of conflict

ii. Update their knowledge and skills with the latest developments in legal provisions, in the renewable

energy industry and also in the market conditions in which the Company operates;

iii. Devote sufficient time and attention to the business and to address issues proactively;

iv. Take independent judgment on issues of business strategy, risk management, key appointments and
code of conduct;

v. Develop an effective relationship with Board Members and the senior management;

vi. Protect the interests of the Company, its stakeholders and employees; Independent Directors of the
Company shall also meet the requirements of the Act read with the Rules made thereunder and
provisions of the relevant regulations of LODR, as in force and as amended from time to time.

Independent Directors of the Company shall also meet the requirements of the Act read with the Rules made
thereunder and provisions of the relevant regulations of LODR, as in force and as amended from time to time.

D. Standards of Independence:

The Committee shall lay down criteria to evaluate the independence of Directors for recommending to the
Board for appointment / reappointment. A Director is independent if he /she does not have a direct or indirect
material pecuniary relationship with the Company, including its affiliates or any member of senior
management. Also, the candidate shall be evaluated based on the criteria provided under the applicable
provisions of the Act read with Rules thereon and LODR. In addition to applying these guidelines, the Board
will consider all other relevant facts and circumstances in making its determination relating to an
independence of a Director.

E. Evaluation of performance and Independence Review Procedures:

The Committee shall determine a process for evaluating the performance of every Board Member, the
Committees of the Board and the Board on an annual basis. The Committee shall also review its own
performance on an annual basis. The Committee may also take the support of external experts for this

pu rpose.

i. Annual Evaluation: The Board will determine the independence for the independent director on an
annual basis upon the declaration made by such independent director.

ii. Determination of Director''s Independence: The Board shall determine independence of candidate to
the position of independent director prior to appointment in case his/her appointment is considered
between two Annual General Meetings of the Company.

iii. Change of Independent Status: Each director shall inform the Board with respect to any change in his /
her independent status.

F. Evaluation of performance of executive directors and determination of remuneration:

The Committee shall evaluate the performance of the managing director/s by setting key result areas and
performance parameters at the beginning of each financial year and it shall ensure that the said performance
objectives are aligned with the present and future goals of the Company. The Committee shall consider and
recommend the remuneration of the managing director or whole-time director for approval of the Board and
Members of the Company. The remuneration may include basic salary, benefits, allowances, perquisites,
commission, etc. The Committee shall also ensure that the remuneration is in accordance with applicable law
and has an adequate balance between fixed and variable component.

G. Criteria for appointment of KMP/Senior Management:

The Committee shall lay down criteria like qualifications, expertise and experience required for senior
management positions like Managing Director & CEO, CFO and Company Secretary of the Company. The
Committee may make recommendation to the Board for the appointment/ reappointment and any change
required to the senior management positions of the Company. Key Managerial Personnel / Senior
Management shall:

i. Possess the requisite qualifications, expertise and experience to effectively discharge assigned
responsibilities;

ii. Comply with the provisions of the Code of Conduct & Ethics

iii. Practice professionalism

iv. Encourage transparent working environment; and

v. Establish an effective leadership, build teams and include team members to achieving targets of the
Company;

On an annual basis, the Committee shall evaluate the performance of the senior management of the Company.
The Committee shall also ensure that the remuneration to the key managerial persons and senior management
involves a balance between fixed and variable/ incentive pay reflecting short term and long term performance
objectives.

H. Criteria for making payments to Non-Executive Directors:

The Committee may determine a commission payable to the non-executive directors after taking into their
contribution to the decision making at Board / Committee Meetings, active participation and time spent as well as
providing strategic inputs and supporting highest level of Corporate Governance and Board effectiveness.
Commission, if decided to be paid, shall be within the overall limits prescribed in the Act and as may be fixed by
the Members of the Company.

The payment of commission to the Non-Executive Directors of the Company who are neither in the whole time
employment nor managing directors shall be approved by the shareholders of the Company. The Committee and
the Board shall, in accordance with the approval of the shareholders of the Company, determine the manner and
extent upto which the commission shall be paid to the Non-Executive Directors. Further, the following is the
criteria for remuneration:

i. Independent Directors ("ID") being paid sitting fees for attending the meetings of the Board and of
committees of which they are members. Quantum of sitting fees may be subject to review on a
periodic basis, as required.

ii. Commission, if approved by the Board and the shareholders of the Company to be paid to the Non¬
Executive Directors, on the basis of participation in the meetings of Board and Audit Committee at the
rate within the prescribed limits of the Act and the Rules made thereunder.

iii. Payment of Commission, if payable, to be made annually on determination of profits of the Company
for particular financial year.

iv. Directors may be reimbursed for the expenses incurred for attending any meeting of the Board or
Committees thereof, and which may arise from performance of any special assignments given by the
Board.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

As on date of this report, the Company has Two Independent Directors. The Company has familiarized the
Independent Directors with the Company, their roles and responsibilities in the Company, nature of industry in
which the Company operates, business model of the Company, etc. The Independent Directors have been updated
with their roles, rights and responsibilities in the Company by specifying them in their appointment letter
alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company''s
procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarise the
Independent Directors with the strategy, operations and functioning of the Company and also with changes in the
regulatory environment having a significant impact on the operations of the Company and the building materials

industry as a whole. Details of familiarization programs extended to the Non-executive and Independent Directors
are also disclosed on the Company website from time to time and can be accessed on the Company''s website at:
http://kintechrenewables.com.

PARTICULARS OF REMUNERATION

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees
of the Company and other requisite details pursuant to Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to
this report as Annexure ''1''. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules
form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts
are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of
employees. Any member interested in obtaining such particulars may write to the Company Secretary at email-
[email protected]. The said information is available for inspection at the Corporate Office of the
Company during working days of the Company up to the date of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors

In terms of Section 139 of Companies Act, 2013 ("the Act"), M/s. Ashok Kumar Goyal & Co., Chartered
Accountants, (Firm Registration No. 002777N) had been appointed as Statutory Auditors of the Company in the
37th Annual General Meeting held on September 29, 2022 to hold the office from the conclusion of the said
Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in year 2027.

The report of Statutory Auditor on the financial statements for the financial year ended on March 31, 2023, is
self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

B. Cost Auditors

During the financial year 2022-23, the provisions related to maintenance of cost accounts and records under
Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors had appointed M/s Kuldeep Dahiya &
Associates, Company Secretaries in practice as Secretarial Auditor''s to carry out the Secretarial Audit of the
Company for the financial year 2022-23. The report given by them for the said financial year in the prescribed
format is annexed to this report as Annexure ''2''. The Secretarial Audit Report is self-explanatory and does not
contain any qualification, reservation or adverse remark etc.

D. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Nilesh Desai &
Co., Chartered Accountants as Internal Auditor''s to carry out the Internal Audit of the Company for the financial
year 2022-23.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, the Company has not entered into any contract or arrangement
or transaction with the related parties.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties
which were not on ''arm''s length'' basis or which could be considered material in accordance with the policy of the
Company on materiality of related party transactions. In view of the above, it is not required to provide the
specific disclosure of related party transactions in form AOC-2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 sub-section 3(c) and sub-section 5 of the Act, your Directors to the best of
their knowledge hereby state and confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanations relating to material departures.

b. Such accounting policies have been selected and applied consistently and judgments and estimates have
been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as
at March 31, 2023 and of the Company''s profit for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

d. The annual financial statements have been prepared on a going concern basis.

e. The internal financial controls were laid down to be followed that and such internal financial controls were
adequate and were operating effectively.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has devised a Vigil Mechanism as envisaged under section 177(9) and (10) of the Companies Act,
2013 and rules made thereunder and Regulation 9A of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 for Directors and employees through the adoption of Whistle Blower Policy.
The Whistle Blower Policy is available on the website of the Company to report any genuine concerns about
unethical behavior, any actual or suspected fraud or violation of Company''s Code of Conduct. This Policy provides
for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct
access to the Chairperson of the Audit Committee. As such the Whistle Blower Policy provides for protected
disclosure and protection to the Whistle Blower. Under the Vigil Mechanism, all Stakeholders have been provided
access to the Audit Committee through the Chairperson. No personnel have been denied access to the Audit
Committee.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has framed formulated and adopted
Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risks in the
organization. The details of the policy are as updated on website of the company. At present the company has not
identified any element of risk which may threaten the existence of the company.

MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board is in conformity with the provisions of Section 149 of the Companies Act, 2013 (''the Act'') and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The Company

has received necessary declaration from the Independent Directors as required under Section 149(7) of the Act
and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of
the Act and that of LODR Regulations.

The Board of Directors met Four (4) times during the year 2022-23 viz., May 27, 2022; August 13, 2022; November
12, 2022; and February 13, 2023. The intervening gap between two consecutive meetings was not more than one
hundred and twenty days. The names and categories of Directors on the Board, their attendance at Board
Meetings; Committee Meetings and at the last Annual General Meeting ("AGM") as well as their shareholding as
on March 31, 2023 are given below:

Name of
Directors

No. of Board
Meetings during
the year 2022¬
23

Attendanc
e at the
last AGM
held on
29/09/202
2

No. of Audit
Committee
during the year
2022-23

No. of
Nomination &
Remuneration
Committee
during the year
2022-23

No. of

Stakeholders

Relationship

Committee

during the year

2022-23

No. of

equity

shares

held

on

March

31,

2023

Hel

d

Attende

d

Hel

d

Attende

d

Hel

d

Attende

d

Hel

d

Attende

d

Khushbo
o Singhal

4

4

Yes

NA

NA

NA

NA

1

1

-

Gaurank

Singhal

4

4

Yes

4

4

3

3

1

1

37500

0

Prakash

Kumar

Singh

4

4

Yes

4

4

3

3

1

1

Arihant

Chopra

4

4

Yes

4

4

3

3

NA

NA

-

Note: A separate meeting of Independent Directors was held on February 13, 2023.

AUDIT COMMITTEE:

COMPOSITION OF AUDIT COMMITTEE:

PK SINGH -Chairman and Independent Director
ARIHANT CHOPRA - Independent Director
KHUSHBOO SINGHAL - Non Executive Director

Terms of Reference

> Review of Company''s financial reporting process and disclosure of its financial information

> Discuss and review, with the management and auditors, the annual/ quarterly financial statements before
submission to the Board with particular reference to:

¦ Matters required to be included in the Directors Responsibility Statement to be included in the Board''s
report in terms of sub-section (2) of section 164 of the Companies Act, 2013.

¦ Disclosure under ''Management Discussion and Analysis of Financial Condition and Results of Operations.''

¦ Any changes in accounting policies and practices and reasons for the same.

¦ Major accounting entities involving estimates based on exercise of judgement by management.

¦ Compliance with listing and other legal requirements relating to financial statements.

¦ Disclosure of any related party transaction.

¦ Disclosure of contingent liabilities.

¦ Scrutinize inter corporate loans and investments.

¦ To approve the appointment of CFO (i.e. the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate.

> Hold timely discussions with external auditors.

> Recommend the Board, the appointment, re-appointment, removal of the external auditors, fixation of audit
fee and also approval for payment for any other services rendered by the external auditors

> Evaluate auditor''s performance, qualification and independence

> Review on a regular basis the adequacy of internal audit function

> Review the appointment, removal, performance and terms of remuneration of the Chief internal Auditor

> Review the regular internal reports to management prepared by the internal audit department, as well as
management''s response thereto

> Review the findings of any internal investigation by the internal auditors into the matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board

> Discuss with internal auditors any significant findings and follow-up thereon

> Review internal audit reports relating to the internal control weaknesses

> Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of the
audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost
auditors and fees pertaining thereto

> Review the Company''s arrangements for its directors and employees to raise concerns, in confidence, about
possible wrongdoing in financial reporting, accounting, auditing or other related matters

> Evaluate Risk Management System

> Discuss with the management, the Company''s policies with respect to risk assessment and risk management,
including appropriate guidelines to govern the process, as well as the Company''s major financial risk

> Review the statement of significant related party transactions submitted by the management, including the
''significant criteria / thresholds decided by the management''

> Periodically verification of related party transactions

> reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments.

> The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access
to the audit committee.

NOMINATION & REMUNERATION COMMITTEE:COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

PK SINGH -Chairman and Independent Director
ARIHANT CHOPRA - Independent Director
KHUSHBOO SINGHAL - Non Executive Director

Terms of Reference

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the Directors, Key
Managerial Personnel and other employees;

(b) Formulation of criteria for evaluation of performance of Independent Directors and the Board;

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal and evaluation of Director''s performance;

(e) Determining whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors;

(f) Fixing and revision of remuneration payable to the Managing and Whole-time Directors of the Company
from time to time;

(g) recommend to the board, all remuneration, in whatever form, payable to senior management.

(h) To study the best practices and benchmarks of leading Indian corporates as well as international best
practices.

(i) To make recommendations to the Board on any matter within its purview, by passing appropriate
resolutions.

Name, designation and address of Compliance Officer:Mr. Sachin Kumar
Company Secretary

Kintech Renewables Limited

Corporate Office:- Unit No. 705 GDITL Tower,

Plot No. B-8, Netaji Subhash Place, Pitampura, Delhi -110034

Telephone: 9891694420

Email: [email protected]

Details of investor complaints received and redressed during the year 2022-23 are as follows:

PARTICULARS

STATUS OF COMPLAINTS

No. of complaints Pending at the beginning of the year

NIL

No .of complaints Received during the year

NIL

No. of complaints Resolved during the year

NIL

No. of complaints Remaining unresolved at the end of the year

NIL

There were no instances of non-compliance by the Company on any matters related to the capital markets, nor
have any penalty / strictures been imposed on the Company by the Stock Exchange or SEBI or any other statutory
authority on such matters except as mentioned below:

A penalty of Rs. 1,77,000 has been levied by the BSE Limited and paid by the Company for Non-compliance with
the Minimum Public Shareholding (MPS) Requirements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135
of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the
reporting requirements thereunder do not at present apply to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Act and rules framed thereunder, details of Loans (including purpose thereof),
Guarantees given and Investments made have been disclosed in the Notes to the financial statements for the
year ended March 31, 2023.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATIONOF ENERGY -i. Steps taken or impact on conservation of energy;

As the Company is not engaged in any manufacturing activities, it does not use energy. The Company
provides the services of installation and commissioning of Renewable Energy Equipments at the sites of their
customers. We will continue to focus on the new technologies to reduce the cost and increase generation.

ii. Steps taken by the Company for utilizing alternate sources of energy;

Your Company is already engaged in the business of generation of energy using solar energy and thereby
using eco-friendly source of generation of energy. Further, the Company is aggressively pursuing cost
reduction avenues which will make the sector more cost efficient going forward.

iii. Capital investment on energy conservation equipment: NIL(B) TECHNOLOGY ABSORPTION -i. Efforts made towards technology absorption;

The Company has conducted a detailed study on the technology absorption and experimenting with our
value engineering approach to make our projects more economically viable to improve efficiency, plant
availability and output and, as a result, profitability.

ii. Benefits derived as a result of the above efforts:

Product improvement, cost reduction, product development, optimization of power generation and System
reliability improvement

iii. Information regarding technology imported, during the last 3 years: N.A.

iv. Expenditure incurred on Research and Development: N.A.

(C) Foreign Exchange Earnings and Outgo -

i. Foreign Exchange Earnings: Nil

ii. Foreign Exchange Outgo: Nil
CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in the Listing regulations
and does not required to prepare and attach the report on Corporate Governance and Certificate from the
Company''s auditors/practicing company secretary regarding compliance of condition of Corporate Governance
with this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms part of the
Annual Report of the Company as Annexure ''3''.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the period under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2).

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the
Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to
redress complaints received regarding Sexual Harassment.

No complaint of sexual harassment was received during the financial year 2022-23.

OTHER DISCLOSURES AND REPORTING

1. Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules

made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the balance sheet.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise:

During the Financial Year under review, the Company has not issued shares with differential voting
rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

Your Company has not issued any shares including sweat equity shares to employees of the company
under any scheme during the Financial Year under review.

4. Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any
remuneration or commission from its subsidiary:

There is no disclosure required as to receipt of remuneration or commission by the Managing Director(s)
/ Whole Time Director(s) from a subsidiary of the Company.

5. Disclosure under section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c) of
the Companies Act, 2013 read with Rule 16(4)of Companies (Share Capital and Debentures) Rules, 2014,
in respect of voting rights not exercised directly by the employees of the Company as the provisions of
the said section are not applicable during the period under review.

6. Significant and Material Orders Passed by the Regulators or Courts:

There have been no any other significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the future operations of the Company.

7. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code,
2016:

There were no application against the Company has been filed or is pending under the Insolvency and
Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial
institutions.

8. 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 this report:

The Company has altered its Object Clause of the Memorandum of Association and add clause 3 and 4
related to the business of trading of Building Material Products etc. and now the Company is fully
engaged in the aforesaid activity.

9. Appointment of Monitoring Agency:

In terms of Regulation 162A of the SEBI (ICDR) Regulations, the Company has appointed Care Ratings
Limited as the Monitoring Agency vide agreement dated April 3, 2023 for monitoring the use of the net
proceeds of preferential issue of equity shares.

10. Recommendation of Audit Committee:

During the year under review, all recommendation of Audit Committee was accepted by the Board.

APPRECIATION

Yours Directors take this opportunity to express their appreciation for the co-operation received from the
customers, vendors, bankers, BSE Limited, depositories, auditors, legal advisors, consultants, stakeholders,
business associates, Government of India, State Government and Local Bodies during the period under review. The
Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by the
employees of the Company.

For and on behalf of Board of Directors of
Kintech Renewables Limited

Place: Delhi

Date: July 10, 2023 Sd/-

Shivkumar Nimjanlal Bansal
Whole Time Director (Joint MD)
(DIN: 09736916)


Mar 31, 2015

Dear members,

The Directors present the Thirtieth Annual Report together with the Audited Statements of Account of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 2014-15 2013-14

Total Income 4.55 2.78

Profit (Loss) before Depreciation and Income Tax (2.57) (1.09)

Less: Depreciation 0.00 0.00

Profit (Loss) before Tax (2.57) (1.09)

Less: Short provisions for tax of earlier years 0.34 0.00

Profit (Loss) after Tax (2.91) (1.09)

OPERATIONS :

The Company has registered total income of Rs. 4.55 Lacs during the year under review against Rs. 2.78 Lacs during the previous year. After meeting the expenses, the Company has incurred loss of Rs. 2.91 Lacs during the year under review against the loss of Rs. 1.09 Lacs in the previous year.

CHANGE IN MANAGEMENT :

Mr. Jigar Shah and Mr. Ambalal Patel have acquired 986,620 equity shares from the former promoters vide open offer opened on March 31, 2015 and closed on April 17, 2015. Consequently Mr. Jigar Shah and Mr. Ambalal Patel have been appointed as Directors of the Company and they have taken over the management of the Company w.e.f. 5th May, 2015. They are promoters of the companies which are engaged in the business of operation and maintenance of Independent Power Projects (IPPs), generation of renewable energy. The object relating to setting up Independent Power Project (IPPs) and generation of bio-energy, renewable energy viz. solar energy, wind energy, etc. has been inserted in the main object of Memorandum of Association by passing Special Resolution through Postal Ballot on 2nd July, 2015. The Company has obtained the name availability letter dated 15th July, 2015 for changing the name of the Company from "Jarigold Textiles Limited" to "Kintech Renewables Limited". The Company is now seeking an approval from members for changing the name at the thirtieth Annual General Meeting (AGM). The Registered office of the Company has been shifted from Surat to Ahmedabad by passing Special Resolution through Postal Ballot on 2nd July, 2015.

DIVIDEND :

Your directors regret their inability to recommend any dividend on the equity shares in view of the losses suffered by your company during the year under review.

FIXED DEPOSITS :

Your Company has not accepted or invited any Deposits and consequently no Deposits have matured/become due for re-payment as on 31st March, 2015.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND :

During the year under review, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Jigar Shah has been appointed as Additional Director with effect from 5th May, 2015 and he holds office upto the date of ensuing Annual General Meeting of the Company. Mr. Jigar Shah, being eligible, offers himself for appointment as Director at the AGM.

Mr. Ambalal Patel has been appointed as Additional Director with effect from 5th May, 2015 and he holds office upto the date of ensuing Annual General Meeting of the Company. Mr. Ambalal Patel, being eligible, offers himself for appointment as Director at the AGM.

The Board of Directors appointed Mr. Manoj Jain and Ms. Rashmi Aahuja as Additional Directors of the Company w.e.f. 16th May, 2015, being treated as Independent Directors of the Company and who being eligible for appointment as Independent Directors in the forthcoming Annual General Meeting upon consent of the members.

Both the Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 164 of the Companies Act, 2013.

Mrs. Deepika Shah, Whole Time Director and Mr. Suhail Shah, Director of the Company resigned w.e.f. 5th May, 2015, in view of their commitments abroad.

Mr. Harishchandra Bharucha and Mr. Harjibhai Dhaduk, Independent Directors of the Company resigned on 18th May, 2015 and 5th May, 2015 respectively.

The Board has appointed Mr. Daxesh Kapadia, Chief Financial Officer with effect from 16th May, 2015 and Mr. Parth Shah, Company Secretary & Compliance Officer with effect from 22nd June, 2015 designated Whole-time Key Managerial Personnel (KMP) of the Company.

Mr. Hareshchandra Bhavsar resigned on 5th May, 2015 as Chief Financial Officer (CFO) designated as Key Managerial Personnel of the Company.

For your perusal, a brief resume and other relevant details of Mr. Jigar Shah, Mr. Ambalal Patel, Mr. Manoj Jain and Ms. Rashmi Aahuja are available on the website of the Company i.e. www.jarigold.com

NUMBER OF MEETINGS OF THE BOARD :

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. The Directors are also being provided with an option to participate in meeting through video conferencing or other audio visual technologies, keeping in view the applicable provisions of the Companies Act, 2013 and Listing Agreement. During the year under the review, the Board met eleven times.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

There were no loans given, guarantees given or investments made by the company under Section 186 of the Companies Act, 2013 during the year and hence the said provision is not applicable.

CORPORATE SOCIAL RESPONSIBILITY :

The Company is not falling under purview of applicable provisions of Section 135 of the Companies Act, 2013 and hence, the said provisions of Corporate Social Responsibility is not applicable.

AUDIT COMMITTEE :

During the year under review the Board has re-constituted the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and Equity Listing Agreement. The composition and terms of reference of the Audit Committee is as under:

Name of the Director Category of No. of meetings attended Directorship

Mr. Harishchandra Non Executive & Bharucha* Independent Director 4

Mr. Harjibhai Dhaduk# Non-Executive & Independent Director 4

Mr. Suhail Shah# Non-Executive & Non-Independent Director 4

Mrs. Deepika Shah# Executive & Non- Independent Director 4

* Resigned from the Company w.e.f 18th May, 2015 and accordingly ceased to be member of the Committee.

# Resigned from the Company w.e.f. 5th May, 2015 and accordingly ceased to be member of the Committee.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Terms of reference of Audit Committee :

* Review of Company's financial reporting process and disclosure of its financial information

0 Discuss and review, with the management and auditors, the annual/ quarterly financial statements before submission to the Board with particular reference to:

* Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of sub-section (2) of section 164 of the Companies Act, 2013.

* Disclosure under 'Management Discussion and Analysis of Financial Condition and Results of Operations.'

* Any changes in accounting policies and practices and reasons for the same.

* Major accounting entities involving estimates based on exercise of judgement by management.

* Compliance with listing and other legal requirements relating to financial statements.

* Disclosure of any related party transaction.

* Disclosure of contingent liabilities.

* Scrutinise inter corporate loans and investments.

* To approve the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

* Hold timely discussions with external auditors.

0 Recommend the Board, the appointment, re-appointment, removal of the external auditors, fixation of audit fee and also approval for payment for any other services rendered by the external auditors

* Evaluate auditor's performance, qualification and independence

* Review on a regular basis the adequacy of internal audit function

* Review the appointment, removal, performance and terms of remuneration of the Chief internal Auditor

* Review the regular internal reports to management prepared by the internal audit department, as well as management's response thereto

* Review the findings of any internal investigation by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

* Discuss with internal auditors any significant findings and follow-up thereon

* Review internal audit reports relating to the internal control weaknesses

* Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of the audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost auditors and fees pertaining thereto

* Review and recommended the Cost Audit Report to the Board

* review the Company's arrangements for its directors and employees to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters

* Evaluate Risk Management System

* Discuss with the management, the Company's policies with respect to risk assessment and risk management, including appropriate guidelines to govern the process, as well as the Company's major financial risk

* Review the statement of significant related party transactions submitted by the management, including the 'significant criteria / thresholds decided by the management'

* Periodically verification of related party transactions

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the Company which also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases as per the Policy.

The Whistle Blower Policy will be applicable to all the stakeholder of the Company, which is an extension of the Code of Business Conduct through which the Company seeks to provide a mechanism for the Stakeholders to disclose their concerns and grievances on Unethical Behavior and Improper/Illegal Practices and Wrongful Conduct taking place in the

Company for appropriate action. The Company shall oversee the vigil mechanism only through the Audit Committee. If any of the members of the Audit Committee have a conflict of interest in a given case, they should refuse themselves and the others in the Committee would deal with the matter on hand.

The Policy provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in Good Faith and any Stakeholder assisting the investigation. It also provides the detailed scope and role of Whistle Blower and the manner in which concern can be raised. Further, the Policy contains provisions relating to investigation of the protected disclosures, protection to the whistle blower, decision by CFO, CEO or Audit Committee and reporting & monitoring by the Company.

The policy has been placed on the website of the company www.jarigold.com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 AND PERFORMANCE EVALUATION :

In view of the lower business operations and loss during the year under review, none of the directors have been paid any remuneration during the year under review. However, during the year the company has appointed Key Managerial Personnel in compliance of the section 203 of the Companies Act, 2013 and they are being remunerated in accordance with their terms of appointment.

Considering the above facts, during the year under review the Company has not formulated Remuneration Policy, Criteria for determining/appointing directors and senior management, Evaluation Criteria. However the Company shall formulate suitable remuneration policy and such criteria in due course.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :

During the year under Report, the Board of Directors has adopted the Familiarization Programme for Independent Directors of the Company and posted the same on the website of the Company viz. www.jarigold.com. The Programme aims to provide insights into the Company to enable the Independent Directors to understand and significantly contribute to its business.

AUDITORS' REPORT :

Notes on accounts are self-explanatory and do not require any further explanations on the Auditors' qualifications. STATUTORY AUDITORS :

M/s. Bipinchandra J. Modi & Co., Chartered Accountants, reappointed as Statutory Auditors of the Company at the Annual General Meeting held on 3rd July, 2014, to hold office from the conclusion of that Annual General Meeting to the conclusion of next Annual General Meeting. But due to other pre-occupation, they have resigned as Statutory Auditors of the Company w.e.f. 6th May, 2015.

In place of them, M/s. DJNV & Co., Chartered Accountant having their ICAI Firm Registration Number (FRN) 115145W, were appointed through Postal Ballot, result of which was declared on 2nd July, 2015 to fill the casual vacancy to hold the office till the conclusion of the ensuing AGM.

They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139(1) of the Companies Act, 2013 read with applicable rules. The Board of Directors recommends their re-appointment for one year until the conclusion of next AGM.

SECRETARIAL AUDIT REPORT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jigar K. Vyas, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A".

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of section 134(3)(c) of the Companies Act, 2013 in relation to the financial statements for the year 2014-15, the Board of Directors state that

a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 for the financial year ended on 31st March, 2015 and of the loss of the company for that period;

c) the directors 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) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 :

Mr. Manoj Jain and Ms. Rashmi Aahuja, Independent Directors of the Company have given their declarations to the Board that they meet the criteria of Independence as provided under the applicable provisions of the Companies Act, 2013 and Listing Agreement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :

During the year under review, the Company has not entered in any contract or arrangements with the related parties. However, the particulars of contracts or arrangements entered by the Company with related parties which are subsisting during the year under Report are provided under "Annexure C" in Form AOC-2. The Company has framed a 'Policy on Related Party Transactions' for determining related parties, determining the transactions on arm's length basis and procedures to be followed for obtaining various approvals, etc. The policy is available on the website of the company www.jarigold.com.

INTERNAL FINANCIAL CONTROLS :

The Company has its internal financial control systems commensurate with operations of the company. The management regularly monitors and controls to address safeguarding of its assets, prevention and detection of frauds and errors, controls to monitor accuracy and completeness of the accounting records including timely preparation of reliable financial information.

RISK MANAGEMENT POLICY :

The Company has framed the 'Risk Management Policy'. The policy is available on the website of the company www.jarigold.com

PARTICULARS OF EMPLOYEES :

The Details as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are more particularly described in "Annexure B" to this Report.

EXTRACT OF ANNUAL RETURN :

The extract of the Annual Return in Form MGT 9 is provided in "Annexure D" to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014:

(a) The Company is engaged in the business of trading of textiles products and hence the Company does not require to furnish any details with respect to conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

(c) The Company does not have any Foreign Exchange outgo.

ACKNOWLEDGMENTS :

Your Directors are grateful to various government authorities and bankers for their continued guidance and support to the Company. The Board would also like to express great appreciation for the understanding and support extended by the employees and Shareholders of the company.

For and on behalf of the Board JARIGOLD TEXTILES LIMITED

JIGAR SHAH Place : Ahmedabad Chairman & Managing Director Date : 25th July, 2015 DIN 00385460


Mar 31, 2013

To The Members of Jarigold Textiles Limited

The Directors of your Company have pleasure in presenting the TWENTY EIGHT Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2013.

1. FINANCIAL RESULTS

2012-13 2011-12 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (2,688) (18,254)

Less : Depreciation 0 0

Provision for taxation 0 0

Net Profit (2,688) (18,254)

Add : Prior year adjustments 0 0

Excess/(Short) provision for tax of earlier years 0 0

Balance brought forward 4,65,20,645 4,66,55,122

Profit available for appropriation 4,65,17,957 4,66,36,868

Appropriations

Proposed Dividend 1,00,000 1,00,000

Tax on proposed dividend 16,990 16,223

Balance carried to Balance Sheet 4,64,00,967 4,65,20,645

Total 4,65,17,957 4,66,36,868

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1 % on the Equity Shares of the Company which will result in an outflow of Rs. 1,16,990/-(including dividend tax of Rs. 16,990). The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 50,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We have 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 as at March 31, 2013 and of the profit of the Company for the year ended March 31, 2013.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Praful A. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : May 24th , 2013 For and on behalf of the Board

Place : Surat Suhail P. Shah Director


Mar 31, 2012

The Directors of your Company have pleasure in presenting the TWENTY SEVENTH Annual Report of the Company together with the audited accounts for the financial year ended on March 31st, 2012.

1. FINANCIAL RESULTS

2011-12 2010-11

(Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (18,254) 32,61,358

Less : Depreciation 0 0

Provision for taxation 0 0

Net Profit (18,254) 32,61,358

Add : Prior year adjustments 0 0

Excess/(Short) provision for tax of earlier years 0 (1,25,084)

Balance brought forward 4,66,55,122 4,36,35,071

Profit available for appropriation 4,66,36,868 4,67,71,345

Appropriations

Proposed Dividend 1,00,000 1,00,000

Tax on proposed dividend 16,223 16,223

Balance carried to Balance Sheet 4,65,20,645 4,66,55,122

Total 4,66,36,868 4,67,71,345

2. DIVIDEND

The Directors have recommending a dividend at the rate of 1 % on the Equity Shares of the Company which will result in an outflow of Rs. 1,16,223/-(including dividend tax of Rs. 16,223). The dividend, if approved by the members at the meeting, will be paid to such share holders whose names appear on the Register of Members on the date of the Annual General Meeting.

3. DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review.

4. COMPLIANCE CERTIFICATE

In terms of Section 383A(1) of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001 the certificate issued by a Company Secretary in Whole-time Practice certifying that the Company has complied with all the provisions of the Companies Act, 1956 is annexed to the Report.

5. DETAILS OF EMPLOYEES UNDER SECTION 217(2A) AND 217 (1) (e) OF THE COMPANIES ACT, 1956

There are no employees drawing a salary of more than Rs. 5,00,000 per month, if employed for part of the year or more than Rs. 50,00,000 per annum if employed for the entire year, hence the details as required by Section 217(2A) of the Companies Act, 1956 are not furnished.

The Company has not carried on any manufacturing activity during the year, neither has it dealt with foreign exchange for the year under review and hence the particulars under Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not furnished.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

- We have 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 as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012.

- We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- We had prepared the annual accounts on a going concern basis.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Alok P. Shah is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDITORS

The term of the existing Statutory Auditors of the Company expires at the forthcoming Annual General Meeting. A certificate stating that the appointment as Statutory Auditors, if made, will be within the limits prescribed under Section 224(1B) has been received from Bipinchandra J. Modi & Co., Chartered Accountants, from the existing auditors. Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and also to fix their remuneration.

9. COMMENTS ON THE AUDITOR''S REPORT

The observations made in the Auditor''s Report are self explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE.

Prescribed information requiring compliance with the rules relating to conservation of energy and technology absorption and Foreign Exchange pertaining to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable.

Date : July 19th , 2012 For and on behalf of the Board

Place : Surat Suhail P. Shah

Director

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X