To,
The Members,
TAYLORMADE RENEWABLES LIMITED
(FORMERLY KNOWN AS TAYLORMADE RENEWABLES PRIVATE LIMITED &
TAYLORMADE SOLAR SOLUTIONS PRIVATE LIMITED) AHMEDABAD
Your Directors have pleasure in presenting their 13th (Thirteenth)
Report on the business and operations of your
Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
During the year under review, performance of your company as under:
(Amount in Lakhs)
| PARTICULARS |
2022-23 |
2021-22 |
| Total Operational Income |
1978.81 |
606.59 |
| Other Income |
1.710 |
0.69 |
| Total Income |
1980.52 |
607.28 |
| Profit / (Loss) before Tax |
265.28 |
19.37 |
| Less: Income Tax |
69.47 |
3.08 |
| Less: Differed Tax Liability / (Assets) |
(0.99) |
(0.19) |
| Profit / (Loss) after Tax |
196.80 |
16.48 |
| Add: Balance brought forward from the
Previous year |
833.75 |
817.27 |
| Add: Share application money |
0.00 |
0.00 |
| Add: Share premium Reserve |
0.00 |
0.00 |
| Profit available for Appropriation |
1030.75 |
833.75 |
| Less: Profit utilized for issue of Bonus
Shares |
0 |
0 |
| Less: Proposed Dividend |
0 |
0 |
| Less: Transfer to Share Capital |
0 |
0 |
| Less: Access Share Application Money Paid
Back |
0 |
0 |
| Balance carried to Balance Sheet |
1030.75 |
833.75 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Total turnover for the financial year ended March 31, 2023 has
Rs.1978.81 Lakh. The Company has incurred the Profit before Tax of Rs.265.28 Lakh.
Your Directors assures you that they would grab all business
opportunities that could be seized from the market for the overall development of our
business and foresee bright prospects of the Company in the years to come.
We seek long-term relationship with clients while addressing their
requirements. Our customer centric approach has resulted in high levels of client
satisfaction and retention.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report
is enclosed as a part of this report.
CHANGES IN NATURE OF BUSINESS
There has been no Change in the nature of the business of the Company
done during the year.
DIVIDEND:
With a view to conserve funds for future expansion and modernization
requirements, your Directors intend to plough back the profit and do not recommend any
Dividend for the current financial year.
DEPOSITS:
The Company has not accepted any deposit within the meaning of Deposit
pursuant to the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS:
There is no other material change and commitment affecting the
financial position of the Company which have occurred in the previous financial year i.e.
March 31, 2023 and hence not reported.
BOARD MEETINGS:
The Director of Company met at Regular interval with the gap between
two meeting not exceeding 120 days to take a view of the Company's Polices and
strategies apart from the Board Matters. The Notice of the Board Meeting was given well in
advance to all the Directors of the Company.
During the year under the review, meetings of the Board of Directors
were held on following dates
| Sr. No |
Date Of Board Meeting |
Sr. No |
Date Of Board Meeting |
| 1 |
30th May 2022 |
2 |
1st September 2022 |
| 3 |
14th November 2022 |
4 |
18th November 2022 |
| 5. |
24th January 2023 |
6 |
16th March 2023 |
DIRECTORS' RESPONSIBILITY STATEMENT:
i. Your Directors have followed the applicable accounting standards
along with proper explanation relating to material departure, if any, while preparing the
annual accounts; ii. Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give true and fair view of the state of affairs of the Company at the end of financial
year and of the Loss of the Company for the period; iii. Your Directors have taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; iv. Your Directors have prepared the annual
accounts on a going concern basis. v. They have laid down internal financial controls with
reference to financial statements in the company were operating effectively. vi. The
Directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ANNUAL RETURN:
The Annual Return in Form No. MGT-7 of the Company can be accessed from
the website of the Company at http://trlindia.com/
AUDITORS:
The Member of the Company has appointment of M/s. MAAK &
Associates, Chartered Accountants, (Registration No.135024W), as the Statutory Auditors of
the Company. The Auditors hold office for a period of five consecutive terms from the
conclusion of the Tenth Annual General Meeting till the conclusion of Sixteenth Annual
General Meeting of the Company.
The Report given by the Auditors on the financial statements of the
Company is a part of the Annual Report. The notes to the accounts referred to in the
Auditor's Report are self-explanatory and therefore do not call for any further
comments.
EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) /
ADVERSE REMARK(S)/DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT
There is neither any qualification/reservation/adverse remark nor any
disclaimer by statutory Auditors in their report and accordingly no explanation/comment is
required.
SECRETARIAL AUDITOR:
As per the provisions of Section 204 read with Section 134(3) of the
Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing
Company Secretary and therefore, M/s SURANA AND KOTHARI ASSOCIATES LLP, Company
Secretaries, had been appointed to issue Secretarial Audit Report for the period ended on
31st March 2023.
Secretarial Audit Report issued by SURANA AND KOTHARI ASSOCIATES LLP,
Company Secretaries in Form MR-3, attached and marked as "Annexure I", for the
period under review forms part of this report. The said report does not contain
observation or qualification.
COST AUDITORS:
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company's products.
AUDIT COMMITTEE:
Audit Committee in compliance with the Provision of section 177 of
Companies Act, 2013, Consisting of the Following.
| 1. BHAUMIK RAJESHKUMAR MODI |
Chairman |
| 2. PINAKEEN AMRUTLAL PATEL |
Member |
| 3. AVANI SAMIR PATEL |
Member |
NOMINATION AND REMUNERATION COMMITTEE
Nomination and remuneration Committee in compliance with the Provision
of section 178 of Companies Act, 2013, consisting of the Following
| 1. BHAUMIK RAJESHKUMAR MODI |
Chairman |
| 2. PINAKEEN AMRUTLAL PATEL |
Member |
| 3. AVANI SAMIR PATEL |
Member |
STAKEHOLDER RELATIONSHIP COMMITTEE
Stakeholder's Relationship Committee in compliance with the
Provision of section 178 of Companies Act, 2013, consisting of the Following
| 1. MS. AVANI SAMIR PATEL |
- CHAIRPERSON |
| 2. MR. DHARMENDRA SHARAD GOR |
- MEMBER |
| 3. MR. SHAH JAYESH NIRANJANBHAI |
- MEMBER |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Corporate Social Responsibility Committee in compliance with the
Provision of section 135 of Companies Act, 2013, consisting of the Following. However the
criteria of Section 135 of Companies Act, 2013 not attract, Hence CSR Report is not Part
of this Report
| 1. MR. DHARMENDRA SHARAD GOR |
- MEMBER |
| 2. MR. BHAUMIK RAJESHKUMAR MODI |
-MEMBER |
| 3. MR. JAYESH NIRANJANBHAI SHAH |
- MEMBER |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are as under:
a) Conservation of Energy:
Your Company is engaged in dealing of Manufacturing of items based on
solar energy and energy conversion measures are not much affecting the Company. However,
an endeavor has been made to ensure the optimal utilization of energy, avoid wastage and
conserve energy.
| Steps taken for conservation |
No specific measures were taken |
| Steps taken for utilizing alternate sources of energy |
NIL |
| Capital investment on energy conservation equipments |
NIL |
b) Technology Absorption:
| Efforts made for technology absorption |
Research and development was carried out
during the year under report and new technologies for waste water treatment and solvent
recovery are invented. Company obtained patent right for one product and has applied for
three other patents. |
| Benefits derived |
Applicable |
| Expenditure on Research &Development, if any |
Capital & Revenue Expenditure |
| Details of technology imported, if any |
Not Applicable |
| Year of import |
Not Applicable |
| Whether imported technology fully absorbed |
Not Applicable |
| Areas where absorption of imported technology has not taken
place, if any |
Not Applicable |
c) Foreign Exchange Earnings / Outgo:
The company has not made any foreign exchange earnings and outgoing
Attention of members is drawn to the disclosure of transactions of foreign currency
transaction set out in Standalone Financial Statements, forming part of the Annual Report.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND:
Since the Company has not declared dividend during the year, provisions
of Section 125(2) of the Companies Act, 2013 does not apply.
STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TO
SECTION 149(6) OF THE ACT
The independent Directors of the Company, MR. BHAUMIK RAJESHKUMAR MODI
and Mr. PINAKEEN AMRUTLAL PATEL have confirmed to the Board that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013 and they qualify
to be independent directors. They have also confirmed that they meet the requirements of
independent Director as mentioned under Regulation 16(1) (b) of SEBI (LODR) Regulation,
2015.
DIRECTORS 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. There has been an altogether
transformation in the composition of Board of Directors and recruitment of Key managerial
personnel in the Company as detailed hereunder:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. GOR DHARMENDRA SHARAD (DIN- 00466349)
retires by rotation at the ensuing Annual General Meeting and being eligible in terms of
Section 164 of the Act offers Himself for re-appointment.
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.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, 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
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, size and complexity of its operations.
Internal control systems comprising of policies and procedures are designed to ensure
liability of financial reporting, timely feedback on achievement of operational and
strategic goals, compliance with policies, procedure, applicable laws and regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIES
ACT 2013
Details of Loans, Guarantees and Investments covered under the
provisions of the Act are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTICULARS
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013
During the Year under review, Contracts or Arrangements entered into
with the Related party, as define under section 2(76) of the Companies Act, 2013 were in
ordinary course of Business and on arm's length basis. Detail of the Transaction
pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 are discloser of transaction set out in note of
financial statements forming part of this report
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY
The Company has in place, a mechanism to identify, assess, monitor and
mitigate various risk towards the key business objectives of the company. Major risks
identified by the business and function are systematically addressed through mitigation
actions on a continuing basis.
REMUNERATION RATIO OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company
and Directors is furnished hereunder
| SR. NO. |
NAME |
DESIGNATION |
REMUNERATION PAID FY 2022-23. .IN LAKH |
REMUNERATION PAID FY 2021-22. .IN LAKH |
INCREASE IN REMUNERATION FROM PREVIOUS YEAR
.IN LAKH |
| 1 |
GOR DHARMENDRA SHARAD |
Managing Director |
8.30 |
8.30 |
NA |
| 2 |
SHAH JAYESH NIRANJANBHAI |
Whole time Director |
4.01 |
2.46 |
1.55 |
| 3 |
MRINAL SHAH |
CS |
1.95 |
0.75 |
1.2 |
| 4 |
SAMIR PATEL |
CFO |
9.75 |
5.25 |
4.5 |
| 5. |
GOR NEERA DHARMENDRA |
Director |
5.90 |
5.90 |
NA |
SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY
There are no significant and material orders passed by the regulators
or courts or Tribunals that could impact the going concern status and operations of the
company in future
COMPLIANCE OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015
("PIT REGULATIONS") AND CODE OF FAIR PRACTICES AND DISCLOSURE (FAIR DISCLOSURE
CODE):
The Company has formulated Code of Conduct for Prevention of Insider
Trading in TAYLORMADE RENEWABLES LIMITED Securities ("PIT Code") and Fair
Disclosure Code in accordance with PIT Regulations with an objective of protecting the
interest of Shareholders at large and preventing misuse of any Unpublished Price Sensitive
Information (UPSI).
ACKNOWLEDGEMENT:
We thank our customers, vendors, shareholders and bankers for their
continued support during the year. We place on record our deep sense of appreciation of
the contribution made by the employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, co-operation and support.
We thank Government of India, State Governments and various Government
and port authorities for their support and look forward to their continuous support in the
future.
FOR & ON BEHALF OF BOARD OF DIRECTORS,
|
|
GOR NEERA DHARMENDRA |
GOR DHARMENDRA SHARAD |
| DATE |
: 05/09/2023 |
DIRECTOR |
DIRECTOR |
| PLACE |
: AHMEDABAD |
DIN : 00482807 |
DIN : 00466349 |
|