Moneycontrol
SENSEX NIFTY
you are here:

Real Eco-Energy Ltd.

BSE Live

Jun 26, 15:40
13.30 0.00 (0.00%)
Volume
AVERAGE VOLUME
5-Day
62
10-Day
134
30-Day
535
10
  • Prev. Close

    13.30

  • Open Price

    13.30

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    13.30 (2)

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Real Eco-Energy is not listed on NSE

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2010 2009 2008

Director’s Report

To,

The Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2018.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:_

Financial Results

(Rs. in Lacs)

Particulars

Year ended 31-03-2018

Year ended 31-03-2017

Revenue from Operation

-

365.43

Other Income

23.09

104.52

Total Revenue

23.09

469.95

Changes in Inventories of finished goods, work-in- progress

-

(92.82)

Depreciation & Amortization Exp.

637.63

133.22

Other Expenses

112.24

599.17

Profit/(Loss) Before Tax

(726.78)

(169.62)

Deferred Tax

117.69

73.79

Profit/(Loss) After Tax (PAT)

(609.09)

(243.41)

2. STATE OF COMPANY''S AFFAIRS:

Income of the Company though decreased from Rs. 4,69,94,893/- to Rs. 23,09,632/- as compared to previous year. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, the loss incurred during the year is being adjusted against the Reserves during the financial year.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 25,00,00,000/- (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. The paid up share capital of the company is Rs. 20,00,00,000/- (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) equity shares of face value of Rs.10/- (Rupees Ten) each.

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. POSTAL BALLOT:

During the year 2017-18, the Company had obtained the approval from the Shareholders through Postal Ballot including voting by electronic means for the following purposes:

O Insertion of new object clause of Energy Management & their products, by-products and other related services in the main object clause of the Memorandum of Association of the Company and other alterations in MOA as per the Companies Act, 2013.

O Adoption of new set of Articles of Association pursuant to the Act primarily based on the Form of Table F as per provisions of section 5 and 14 of Companies Act, 2013 (''the Act''), Schedule I, read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions

To carry out the entire E-voting process in fair and transparent manner, the Company had appointed Mr. Chintan K. Patel, Practicing Company Secretary to act as a Scrutinizer. On 30th October, 2017, the result for the resolutions passed through Postal Ballot has been declared by the Company.

7. APPOINTMENT OF AUDITOR:

Extra Ordinary General Meeting (EOGM) of the Company was held on 7th April 2017 for the appointment of M/s. V. D. Shukla & Co., Chartered Accountants (Firm Registration No. 110240W), Ahmedabad, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. G M C A & Co., Chartered Accountants (Firm Registration No. 109850W).

At the Annual General Meeting held on 27th September, 2017, appointment of M/s. V. D. Shukla & Co., Chartered Accountants (Firm Registration No. 110240W), was sanctioned with the approval of members of the Company and resolution was passed to appoint them for the period of 5 years till the conclusion of the Annual General Meeting to be held in 2022.

8. FUTURE OUTLOOK:

The comprehensive financial system continues to remain under pressure from the enduring political, rule and financially viable uncertainties around the world. However, it is probable that the universal development should stabilize in future. There is cut throat competition in the field of our operating industry and to alleviate the same, administration had adopted defensive approach in order to maintain the market share of your Company. Management is of the observation that the Company will accomplish prosperity in approaching fiscal.

9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided as under:

A. Conservation of Energy

Your Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation as under:

- Adoption of LED light technology in office premises to reduce the power consumption;

- Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption;

B. Technology Absorption (Research and Development)

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the period under review, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No such as Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

11. DETAILS OF SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS:

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2018, which would impact the going concern status and future operations of your Company.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary Company. Hence, details relating to Subsidiary Company are not provided for.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

14. MEETING OF BOARD OF DIRECTORS:

Your Company''s Board is duly constituted which is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates were finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

15. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as on March 31, 2018 is annexed to the Board''s Report and marked as ANNEXURE-II.

16. INSURANCE:

All the Properties of the Company are adequately insured.

17. RELATED PARTY TRANSACTIONS:

The Company has not entered into any contract or arrangement with related party which is not at arms'' length requiring approval of shareholders in the general meeting as required under Section 188 (1) of the Companies Act, 2013and thus disclosure in Form AOC-2 is not required.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.

19. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Bhavna N. Ayer (DIN: 02013477) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers herself for re-appointment.

The Company had, pursuant to the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Stock Exchanges, Mrs. Bhavna N. Ayer (DIN: 02013477), and Mr. Hitesh Aahir (DIN: 02013500), as an Independent Directors of the Company.

There is no change in the constitution of Board of Directors during the year.

Further the constitution of the Board of Directors changed after the close of financial year 2017-18. Mr. Paresh Pravinchandra Joshi resigned from the post of Independent Director of the Company w.e.f. 2nd August 2018. Moreover, Mr. Jayesh Jayantilal Pandya was appointed as an Additional Independent Director w.e.f. 14th August, 2018 and Mrs. Hina S. Patel was appointed as an Additional Non- Executive and Non-Independent Director w.e.f. 14th August, 2018

In accordance with the provisions of section 149 of the Act, Mr. Jayesh J. Pandya and Mrs. Hina S. Patel are proposed to be regularized as Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting (AGM) of the Company.

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.

The Board of Directors had appointed Mr. Dharm S. Patel as Managing Director of the Company, as required under Section 203 of the Companies Act, 2013, the Company will have Mr. Dharm S. Patel under Key Managerial Personnel of the Company subject to approval of the Members of the Company; the resolution for the same has been proposed in the notice of the ensuing Annual General Meeting.

20. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

21. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

22. MANAGERIAL REMUNERATION

The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2018.

23. INDEPENDENT DIRECTORS'' MEETING:

Independent Directors of the Company had met during the year under the review on 29th March, 2018.

24. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently Three Committees of the Board, as follows:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

25. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. V. D. Shukla & Co., Chartered Accountants, (Firm Registration No.: 110240W) was appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting in the year 2017 till the conclusion of the Annual General Meeting to be held in the year 2022.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. GMCA & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. V. D. Shukla & Co., Chartered Accountants, (Firm Registration No.: 110240W) that their appointment, if made, would be in conformity with the limits specified under the Act and that they are not disqualified for their appointment.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2017-18 and to submit Secretarial Audit Report in Form No. MR -3.

A copy of the Secretarial Audit Report received from M/s. Patel & Associates in the prescribed Form No. MR-3 is annexed to this Board''s Report and marked as Annexure IV is self-explanatory and therefore do not call for any further comments.

There is no qualification, reservation or adverse remark in the report.

26. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of internal audit function, process owners undertake counteractive action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

27. RISK MANAGEMENT:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

29. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable IND AS had been followed along with proper explanation relating to material departures;

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 31st March, 2018 and of the profit and loss 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 Companies Act, 2013 and Rules made thereunder 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; and

v. 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.

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.

31. CORPORATE GOVERNANCE:

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Report on Corporate Governance is given in this Annual Report, herewith attached as Annexure V.

32. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, attached herewith as Annexure VI.

33. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization. The Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

34. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given forming part of the Annual Report.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to articulate their gratefulness for the unstinted commitment, perseverance, hard work and noteworthy input made by employees at all levels in ensuring sustained growth of the Company. Your Directors also genuinely thank to all the stakeholders, clients, vendors, bankers, business acquaintances, government, other legislative bodies and look forward to their continued aid, co-operation and support.

Place: Ahmedabad For and on behalf of the Board

Date: 14th August, 2018 SD/- SD/-

Dharm S. Patel Bhavna N. Ayer

Managing Director Director

DIN: 07464810 DIN: 02013477

Director’s Report