KKV Agro Powers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting their Fourth Annual Report together with the Audited Financial Statement of the company for the Financial Year ended 31^st March, 2016.

1. FINANCIAL RESULTS:

(In Rs.)

Particulars	Current Year 2015-2016	Previous Year 2014-2015
Income from Operations	4,92,73,867	3,57,57,384
Gross Receipts (including other Income)	4,92,76,456	3,57,75,363
Total Expenditure before Interest and Depreciation	2,83,20,391	1,66,47,696
Less: Interest and Financial Charges	52,89,340	71,43,268
Less: Depreciation and Amortization	78,02,402	47,07,166
Profit/(Loss) before taxation for the year	78,64,323	72,77,233
Less: Current tax Expenses	15,10,000	14,02,196
Less: MAT Credit	(15,10,000)	(14,02,196)
Less: Deferred Tax Liability/Asset	25,68,200	22,94,826
Profit/(Loss) after taxation for the year	52,96,123	49,82,407
Appropriations:
Transfer to Reserves	52,96,123	49,82,407
Proposed Dividend (Including Tax)	-	-
Transferred to Balance Sheet	52,96,123	49,82,407

2. PERFORMANCE OF THE COMPANY:

During the year under review, the Company has earned sales income of Rs.4, 92, 73,867/- (Previous year Rs. 3, 57, 57,384/-) and other income Rs. 2,589/- (Previous year Rs. 17,979/-). After providing depreciation, finance charges and tax the Company has earned Net profit of Rs.52, 96,123/- (Previous year company earned Net profit Rs. 49, 82,407/-).

3. DIVIDEND

In order to conserve the reserves for further expansion of business, the directors do not recommend any dividend.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

5. BUSINESS REVIEW:

The company is making efforts to improve the business and your Directors are optimistic of better performance during the year.

6. SHARE CAPITAL:

The Company has increased its authorized share capital from Rs. 1,00,00,000 divided into 1,00,000 Equity Shares of Rs. 10 each aggregating to Rs. 10,00,000 and 90,000 Preference Shares of Rs. 100 each aggregating to Rs. 90,00,000 to Rs.12,00,00,000 dividend into Rs.1,10,00,000 Equity Shares of Rs. 10 each aggregating to Rs. 11,00,00,000 and 1,00,000 Preference Shares of Rs. 100 each aggregating to Rs. 1,00,00,000 during the year under review.

7. DIRECTORS:

During the year under review, Mr. T.K. Chandiran (DIN: 00031091) was re-designated as Managing Director with effect from 1^st April 2015 for a term of 3 years.

Mr. A. C. Vineeth Kumar (DIN: 06756745), Director of the Company is liable to retire by rotation and being eligible offers himself for reappointment.

Mr. A.Velayutham (DIN: 07173627), Mr. T.Gnanasekar (DIN:00904018) and Dr. V.Chandrasekaran (DIN: 07276704) were appointed as an Independent Directors with effect from 7^th September 2015 for a term of 5 years.

8. KEY MANAGERIAL PERSONNEL:

Mr. T.K. Chandiran (DIN: 00031091) was re-designated as Managing Director and Mrs. C. Selvi (DIN:00032962) was re-designated as a Whole - Time Director with effect from 1^st April 2015 for a term of 3 years.

Mrs.C. Renuka holding Membership No. A26355 in the Institute of Company Secretaries of India was appointed as a Company Secretary of the Company with effect from 11^th April 2015 and Chief Financial Officer with effect from 1^st July 2015.

Mr. C. Arun Kumar, was appointed as Chief Operating Officer of the Company with effect from 1^st May 2015.

9. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Company''s policy on Director''s appointment and remuneration and other matters provided in Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES :

The Company does not have any joint venture, subsidiary or associate company.

11. DECLARATION BY AN INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. BOARD EVALUATION:

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The performance evaluation was carried out on the basis of inputs received from all the Directors / Members of the Committees, as the case may be. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results of evaluation has been communicated to the Chairman of the Board of Directors.

13. CHANGE OF NAME OF THE COMPANY:

The Company has changed its name from "Nachas Wind Energy Private Limited" to "KKV Agro Powers Private Limited" with effect from12th May 2015. The change of name was approved by the members in the Extra Ordinary General Meeting of the Company held on 30^th April 2015. The Registrar of Companies, Coimbatore has, issued the new certificate of incorporation recording name change of the Company dated 12th May 2015

14. CONVERSION OF THE COMPANY:

The Management proposed to go to public through SME stock exchange, the Board decided to convert the Company into the Public Limited Company in order to carry out its affairs efficiently. Consequent to conversion of the company from private limited to public, the name of the company KKV Agro Powers Private Limited has been changed to KKV Agro Powers Limited with effect from 12th May 2015

15. STATUTORY AUDITORS:

In terms of Proviso to Section 139 (1) of the Companies Act 2013, M/s. Haribhakthi & Co. LLP, Chartered Accountants (Firm Registration Number: 103523W), Coimbatore has been appointed as a Statutory Auditors of the Company for a term of 3 years from 2015 -18, subject to ratification by the shareholders at the every general meeting in terms of ordinary resolution passed by the Members at their 3^rd Annual General Meeting held on 7^thSeptember 2015.

In pursuance of above term, necessary resolution, ratifying appointment of M/s. Haribhakthi & Co. LLP, Chartered Accountants, Coimbatore as the Statutory Auditor for the financial year 2016 - 2017 is being placed before members for their consideration in this Annual General Meeting.

16. COST AUDITOR:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

17. CORPORATE GOVERNANCE:

Though the Company got listed from 15/07/2016 on Emerge Platform of NSE Limited, some of corporate governance provisions were voluntarily complied for the year ended 31/03/2016. A separate report on Corporate Governance is furnished as Annexure 1 to this report.

In terms of Schedule V of the SEBI (Listing obligations and Disclosures Requirements) Regulation, 2015, a separate report on Corporate Governance is furnished as Annexure 1 to this report.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the statutory auditors'' report, key issues, significant processes and accounting policies.

19. CODE OF CONDUCT:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board, the executive officers and senior financial officers have affirmed compliance of the Code of Conduct as on 31^st March 2016.

20. DEPOSIT:

During the year under review, the Company has not accepted any Deposits within the meaning of the provisions of Section 2 (31) of the Companies Act, 2013

21. EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return as of 31^st March, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT 9 is furnished as Annexure 2 to this report.

22. BOARD MEETINGS AND ITS COMMITTEES CONDUCTED DURING THE PERIOD UNDER REVIEW:

During the year under review, 25 Meetings of the Board of Directors, 3 Meetings of the Audit Committee and 2 Meetings of the Nomination and Remuneration Committee have been conducted. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

During the year under review, the Company has not made any Loans, Guarantees or Investments within the meaning of the provisions of Section 186 of the Companies Act, 2013.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of energy:

(i) The steps taken or impact on conservation of energy:

Company generated Green & Clean energy of 75,34,605 units from Windmills and Solar Energy Generators.

(ii) The steps taken by the company for utilizing alternate sources of energy:

The Company generates energy for captive consumption using environmental friendly wind technology through its windmills and Solar Plant in the State of Tamil Nadu.

(iii) The capital investment on energy conservation equipments in Rs.3, 50, 00,000/-

B) Technology absorption:

(i) The efforts made towards technology absorption:

Your Company use latest technology of SCADA for Solar energy generation Plant. Technology absorption is a continuous process and the company has been deriving various benefits which cannot be attributed to any specific area. In all the company stands to gain on various fronts on account of continuous technology absorption.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Nil

(iv) The expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and Outgo:

Foreign exchange earnings: Nil Foreign exchange outgo : Nil

25. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board has constituted an Audit Committee, details of which are enumerated in the Corporate Governance Report. The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and the policy is explained in corporate governance report and also posted on the website of company and can be accessed at the link www.kkvagropowers.com. During the year under review, there were no complaints received under this mechanism.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 in Form No. AOC -2 is furnished as Annexure 3 to this report.

27. RISK MANAGEMENT POLICY:

The Management has devised Risk Management Policy considering the nature of industry and associated risks pertaining to the industry. The Management is overseeing the implementation of the Policy on regular basis.

28. SECRETARIAL AUDIT REPORT:

As per the provisions of the Companies Act, 2013, Secretarial Audit is not applicable to the company. However, the Secretarial Audit for the financial year 2015 -16 has been carried out by Mr. G Vasudevan, Practicing Company Secretary and accordingly Form MR-3 is furnished as Annexure 4 to this report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable to the Company as per the provisions of the Companies Act, 2013.

30. LISTING ON EMERGE PLATFORM OF THE NSE of India LIMITED:

Yours Directors are pleased to inform that your Company successfully listed its Securities on the Emerge Platform of the NSE of India Limited on 15.07.2016.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

As per the requirements specified in the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company has constituted an Internal Complaints Committee and is committed to provide a work environment that is free from sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received from any employee during the financial year 2015 - 16.

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

There is no material change or commitments after the closure of the financial year as on 31.03.2016 and till the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There were no significant and material orders passed by the regulators or courts or tribunal which would impact the going concern status and the Company''s operations in future.

34. EXPLANATION AND COMMENTS ON AUDITOR''S REPORT:

The report of the Statutory Auditors (annexed elsewhere in the Annual Report) is self explanatory having no adverse comments.

35. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

2. 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 profit of the company for that period;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis;

5. The directors had laid down internal financial controls are adequate and operating effectively and

6. 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.

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

37. PARTICULARS OF EMPLOYEES:

There were no employees drawing remuneration in excess of limit specified under Rule 5 of (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep gratitude and appreciation towards the Company''s suppliers, customers, investors, bankers, Government of India, State Government and other regulatory authorities for their continued support during the year. Your Directors also acknowledge the commitment and the dedication of the employees at all levels who have contributed to the growth of the Company.

FOR AND ON BEHALF OF THE BOARD

02-09-2016

Coimbatore T.K Chandiran C. Selvi

(DIN: 00031091) (DIN: 00032962)

Managing Director Whole-Time Director