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Gita Renewable Energy Directors Report, Gita Renewable Reports by Directors

Gita Renewable Energy

BSE: 539013|ISIN: INE776O01018|SECTOR: Power - Generation & Distribution
, 16:01
Gita Renewable Energy is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 The directors have pleasure in presenting 5th Annual report of the
 Company together with the financial statements for the year ended 31st
 March, 2015.
 Financial Summary:
 The financial highlights for the year under review are as follows:
                                            (Amount in Rupees)
                                        Year Ended        Year Ended
 PartlGularS                              31.03.2015       31.03.2014
 Sales - Net                              4,12,71,545      4,43,68,280
 Profit /(Loss) after Interest
 & Depreciation                         (2,16,15,891)      (65,79,040)
 Current Tax                                        -           72,809
 Deferred Tax                             (60,21,955)      (23,06,774)
 Prof it /(Loss) after Tax              (1,55,93,936)      (43,45,075)
 Less: Taxation Adjustments of
 Previous Years                              (10,954)           -
 Add: Balance of Profit brought
 from previous year                       2,93,22,023        72,77,098
 Profit available for Appropriation     (1,26,72,867)    (2,93,22,023)
 Equity Dividend Proposed (Final)                   -           -
 Dividend Distribution Tax (Final)                  -           -
 Transfer to General Reserve                        -           -
 Balance Carried Forward                (1,26,72,867)    (2,93,22,023)
 Company''s performance:
 Your Company is engaged in generation of power.
 During the year, the turnover was Rs. 41,271,545 /- as against Rs.
 44,368,280 /- for the previous year. The loss before tax was Rs.
 21,615,891/- as against Rs. 6,579,040/- for the previous year.  No
 transfer of profit to the General reserves under review.
 The Board of Directors has not recommended any dividend for the
 financial year. (Previous year: NIL).
 Management Discussion & Analysis:
 A detailed analysis on the performance of the industry, the Company,
 internal control systems, risk management policy are provided in the
 Management Discussion and Analysis report and form enclosed as Annexure
 Directors'' responsibility statement:
 In accordance with Section 134(5) of the Companies Act, 2013, your
 Board of Directors confirms that:
 (a) in the 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 at the end of the financial year 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 this Act 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; and
 (e) 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.
 Meetings of the Board:
 During the year, Seven Board meetings were held under review.
 Mr.Sunil Kumar Singh was appointed as an Additional Director of the
 company with effect from February 26, 2015.
 Ms.R.Saraswathi was appointed as a women Additional Director of the
 company with effect from March 31,2015.
 Mr.R.Natarajan was appointed as the Chairman and Managing Director of
 the Company effective from March 31,2015.
 The Board seeks members'' confirmation for appointment of
 Ms.R.Saraswathi and Mr.Sunil Kumar Singh as directors and Mr.Natarajan
 as the Chairman and Managing Director of the company at the ensuing AGM
 of the company.
 Mr.Vishal Bakshi resigned from the directorship effective from February
 26, 2015.
 Mr.Ravi Kumar Gupta resigned as Chairman and Managing Director of the
 company effective from March 31, 2015. The Board places its
 appreciation and thanks to Mr.Vishal Bakshi and Mr.Ravi Kumar Gupta for
 the services rendered during their tenure.
 All the Independent Directors have given the declarations pursuant to
 Section 149(7) of the Act affirming that they meet the criteria of
 independence as provided in sub section (6).
 Key Managerial Personnel (KMP):
 Mr.V.Kumar was appointed as Chief Financial Officer (CFO) of the
 company effective from March 31,2015.
 Particulars of employees and related disclosures:
 In terms of the provisions of Section 197(12) of the Companies Act,
 2013 read with Sub rules (1) to (3) of Rule 5 of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
 statement is enclosed in Annexure II.
 Corporate governance:
 Your Company is compliant with the Corporate Governance guidelines as
 prescribed in Clause 49 of the Listing Agreement. Detailed report on
 the compliance and a certificate by the Statutory Auditors forms part
 of this report as Annexure III.
 Auditors and Auditors'' report:
 M/s. Chaturvedi & Company, Chartered Accountants, Chennai, retires at
 the ensuing AGM of the Company and M/s. S.K.Gulecha & Associates,
 Chartered Accountants, Chennai be appointed as the Auditors of the
 There are no qualifications, reservation or adverse remark or
 disclaimer made by the auditors in their report and thus the
 explanations or comments by the Board does not arise.
 Particulars of loans, guarantees or investments by the company:
 Details of loans, guarantees and investments covered under Section 186
 of the Companies Act, 2013 are given in the Notes to the financial
 Particulars of contracts or arrangements with related parties:
 Particulars of Contracts or Arrangements with Related Parties referred
 to in Section 188(1) of the Companies Act, 2013 is furnished in
 accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in
 Form AOC - 2 as Annexure - IV.
 Material Changes and Commitments:
 There were no material changes and commitments affecting the financial
 position of the Company between the end of financial year (i.e.,March
 31, 2015) and the date of the Report i.e., May 29, 2015).
 Conservation of Energy, Technology absorption and Foreign Exchange
 Earnings & Outgo:
 The information relating to Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo, as required under
 section 134 (3) (m) of the companies Act,2013, read with the Companies
 (Accounts) Rules,2014, is given in Annexure V and forms part of this
 Annual return:
 The details forming part of the extract of the Annual Return in form
 MGT-9 is enclosed and marked as Annexure VI.
 Remuneration policy:
 The remuneration policy of the company is provided in the corporate
 Governance report that forms an integral part of this report.
 Secretarial Audit:
 M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had
 been engaged for the services of Secretarial audit for the financial
 year 2014-15 pursuant to Section 204 of the Companies Act,2013 read
 with Rule 9 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules 2014. The Secretarial audit report in FORM
 No.MR-3 is enclosed in Annexure VII. The company is taking necessary
 steps to comply.
 Vigil Mechanism / Whistle Blower Policy:
 The company has established a vigil mechanism for directors and
 employees to report genuine concerns pursuant to section 177 of the
 Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board
 and its Powers) Rules 2014 and clause 49 of the Listing Agreement.
 During the year under review, your Company has not accepted any
 Significant and material orders impacting the company:
 There are no significant and material orders passed by the Regulators
 or Courts or Tribunals which would impact the going concern status of
 the Company.
 Board evaluation:
 An evaluation on the performance of the Board is provided in the
 corporate governance report that forms an integral part of this report.
 Corporate social responsibility (CSR):
 The company is not covered under section 135 of the Companies Act,2013
 and formulation of CSR policy and constitution of a CSR committee did
 not arise.
 CEO/ CFO certification:
 Mr.R. Natarajan, Chairman and Managing Director and Mr.V. Kumar, Chief
 Financial Officer have certified to the Board in terms of under the
 Listing Agreement.
 Your directors place on record their great appreciation of the fine
 efforts of all Executives and Employees of the Company. Your directors
 also express their sincere thanks to various Departments of Central
 Government, Government of Tamilnadu, TNEB, State Bank of India, the
 Customers, shareholders and other stakeholders for continuing support
 and encouragement.
 Place: Chennai            For and on behalf of the Board of Directors
 Date: May 29, 2015
                                                         R. Natarajan.
                                          Chairman & Managing Director
Source : Dion Global Solutions Limited
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