<dhhead>Board's Report</dhhead>
To
The Member(s) of
Inox Green Energy Services Limited
Your Directors take pleasure in presenting to you their Thirteenth
Annual Report together with the Audited Financial Statements for the Financial Year ended
on 31st March, 2025.
1. FINANCIAL PERFORMANCE
The financial performance of your Company for the Financial Year
2024-25 is highlighted below:
( H in Lakhs)
S. |
|
Consolidated |
Standalone |
|
| |
Particulars |
|
|
|
|
No. |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
I. |
Revenue from Operations (Net of Taxes) |
23,555 |
22,425 |
20,474 |
20,200 |
II. |
Other Income |
5,463 |
3,693 |
7,552 |
3,927 |
III. |
Total Revenue Income (I+II) |
29,018 |
26,118 |
28,026 |
24,127 |
IV. |
Total Expenses |
25,545 |
22,779 |
22,577 |
19,958 |
V. |
Profit/ (Loss) before Exceptional item
& tax (III -IV) |
3,473 |
3,339 |
5,450 |
4,169 |
VI. |
Exceptional Item |
- |
- |
- |
(2,591) |
VII. |
Profit before tax (V+VI) |
3,473 |
3,339 |
5,450 |
1,578 |
VIII. |
Total tax expense |
1,544 |
360 |
1,599 |
428 |
IX. |
Profit/(Loss) after tax from continuing
operations (VII-VIII) |
1,929 |
2,979 |
3,851 |
1,150 |
X. |
Profit/(loss) for the period from
discontinued operations |
257 |
-213 |
- |
- |
XI. |
Profit/ (Loss) after tax for the period/
year (IX+X) |
2,186 |
2,766 |
3,851 |
1,150 |
XII. |
Total Other Comprehensive income (Net of
Tax) |
(42) |
(46) |
(47) |
(47) |
XIII. |
Total Comprehensive income for the period
comprising |
2,144 |
2,812 |
3,804 |
1,197 |
| |
Net Profit/ (Loss) for the Period &
Other Comprehensive |
|
|
|
|
| |
Income (XI+XII) |
|
|
|
|
XIV. |
Earnings before interest, Tax, Depreciation
and Amortisation |
12,282 |
12,870 |
12,441 |
9,327 |
| |
(EBITDA) from continuing operations |
|
|
|
|
Detailed analysis of the Financial and Operational Performance of the
Company has been given in the Management Discussion and Analysis Report forming part of
this Annual Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(hereinafter referred to as "Listing Regulations") and applicable provisions of
the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial
Statements of the Company for the Financial Year 2024-25 have been prepared in compliance
with applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the
Companies Act, 2013 and other recognized accounting practices and policies to the extent
applicable and on the basis of audited financial statements of the Company, its
subsidiaries and associate companies, as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Independent
Auditor's Report form part of this Annual Report. The Audited Standalone and
Consolidated Financial Statements for the Financial Year 2024-25 shall be laid before the
Annual General Meeting for approval of the Members of the Company.
3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS
Authorised Share Capital
As on 1st April, 2024, the Authorised Share Capital stood at
H 600 Crore divided into:
40 Crore Equity Shares of H 10/- each totalling to H 400 Crore; and
20 Crore Preference Shares of H10/- each totalling to H 200 Crore.
During the year under review, the Authorised Share Capital of the
Company was increased pursuant to the approval accorded by the Shareholders of the Company
in their 25th Extra-ordinary General Meeting held on 18th July, 2024
from H 600 Crore to H 700 Crore divided as under, by creation of an additional 10 Crore
Equity Shares of H 10/- each totalling to H 100 Crore:
50 Crore Equity Shares of H 10/- each totalling to H 500 Crore; and
20 Crore Preference Shares of H 10/- each totalling to H 200 Crore.
As on 31st March, 2025, the Authorised Share Capital
remained the same.
Paid-up Share Capital
As on 1st April, 2024, the Paid-up Share Capital of the
Company stood at H 493,60,60,000 (Rupees Four Hundred Ninety Three
Crore Sixty Lakh and Sixty Thousand only) divided into:
29,36,06,000 (Twenty Nine Crore Thirty Six Lakh and Six Thousand)
Equity Shares of H 10/- each totalling to H 293,60,60,000/- (Rupees Two Hundred and Ninety
Three Crore Sixty Lakh Sixty Thousand only); and
20,00,00,000 (Twenty Crore) - 0.01% Compulsory Convertible
Preference Shares (CCPS) of H 10/- each totaling to H 200,00,00,000 (Rupees Two Hundred
Crore only).
Paid-up Share Capital of the Company on fully diluted basis as on 1st
April, 2024 stood at H 335,27,26,660/- (Rupees Three
Hundred Thirty Five Crore Twenty Seven Lakh Twenty Six Thousand Six
Hundred and Sixty only).
Preferential Issue
During the year under review, the Company on 2nd August,
2024 issued and allotted the following securities on a preferential issue basis pursuant
to the resolutions passed by the Board of Directors of the Company on 26th
June, 2024 and the shareholders' on 18th July, 2024 and upon receipt of
in-principle approvals of both the Stock Exchanges on 24th July, 2024:
i. 2,89,85,503 (Two Crore Eighty Nine Lakh Eighty Five Thousand Five
Hundred and Three) equity shares of face value of H10/- each at a price of H 138/- (Rupees
One Hundred and Thirty Eight only) per equity share inclusive of
premium of H128/- (Rupees One Hundred and Twenty Eight only) per equity share, for cash
consideration aggregating upto H 400 Crore (Rupees Four Hundred Crore only) to
‘Non-Promoter' entities; and
ii. 4,48,27,582 (Four Crore Forty Eight Lakh Twenty Seven Thousand Five
Hundred and Eighty Two) Convertible Warrants, upon upfront receipt of 25% of the
Convertible Warrant subscription amount, at an issue price of H 145/- (Rupees One Hundred
and Forty
Five only) per Convertible Warrant inclusive of premium of H 135/-
(Rupees One Hundred and Thirty Five only) per Convertible Warrant, for cash consideration
aggregating upto H 650 Crore (Rupees Six Hundred and Fifty Crore only) to both
‘Promoter' and ‘Non-Promoter' entities, with a right to the warrant
holders to apply for and be allotted 1 (One) equity share of face value of H 10/- each of
the Company, from time to time, in one or more tranches within a period of 18 (eighteen
months) from the date of allotment.
Further, the Company on 2nd August, 2024 also allotted
4,16,66,666 equity shares of face value of H 10/- each upon conversion of entire
20,00,00,000 (Twenty Crore) 0.001% Compulsory Convertible Preference Shares of face value
of H 10/- each at a price of H 48/- (Rupees Forty Eight only) per equity share (inclusive
of a premium of H 38/- (Rupees Thirty
Eight only) per equity share) to Promoter of the Company.
Further, the Company on 5th October, 2024, allotted
27,58,620 (Twenty Seven Lakh Fifty Eight Thousand Six Hundred and Twenty) equity shares of
face value of H 10/- each of the company to the warrant holders, upon their request for
conversion and upon receipt of the 75% balance amount aggregating H 30 Crore.
As of 31st March 2025, the Company has utilised H 421.17
Crore out of the H 592.50 crore received, with H 171.33 Crore pending utilisation. The
funds raised through the preferential issue have been utilised in line with the stated
Objects of the Issue.
Post the above allotments, the Paid-up Equity Share Capital of the
Company as on 31st March, 2025 and upto the date of this report, stands at H
367,01,67,890/- (Rupees Three Hundred and Sixty Seven Crore One Lakh Sixty Seven Thousand
Eight Hundred and Ninety only) and on fully diluted basis stands at H 409,08,57,510/-
(Rupees Four Hundred and Nine Crore
Eight Lakh Fifty Seven Thousand Five Hundred and Ten only).
4. EMPLOYEE STOCK OPTION SCHEME
With the objective of motivating key employees of the Company, its
subsidiaries/ holding company/ group companies including associate companies for their
contribution to sustained corporate growth, fostering an employee ownership culture,
retaining top talent in a competitive environment and aligning individual goals with the
overall objectives of the Company, the Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee, at its meeting held on 9th
February, 2024, approved the introduction of an employee stock option scheme namely
‘Inox Green - Employee Stock Option Scheme 2024' ("ESOS 2024"/
"Scheme").
The Scheme provided for the grant of upto 29,00,000 (Twenty Nine Lakh)
options in one or more tranches, from time to time, which are exercisable into not more
than 29,00,000/- (Twenty Nine Lakh) equity shares of face value of H 10/- (Ten) each,
fully paid up, for present and future grants, subject to adjustment with regards to
various corporate actions like bonus etc. which the Company may come out with.
The shareholders of the Company approved the said Scheme by way of
Postal Ballot on 5th May, 2024.
During the year under review, the Company granted options under the
Scheme as under:
Date |
Options Granted |
Grant Price |
09th August, 2024 |
20,70,120 |
50% discount to closing market price on NSE
on 8th August, 2024* i.e. H 174/- |
25th October, 2024 |
1,00,000 |
Closing market price on NSE on 24th
October, 2024* i.e. H 169.49/- |
Total |
21,70,120 |
|
* Closing price on the Stock Exchange with the highest trading volume
on the day preceding the grant date, in accordance with Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI
SBEBSE Regulations")
There has been no material change in the Scheme post its
implementation. The Scheme is in compliance of SEBI SBEBSE Regulations. A certificate
issued by M/s. VAPN
& Associates, Practicing Company Secretaries, Delhi, Secretarial
Auditors of the Company confirming that the Scheme has been implemented in accordance with
SEBI SBEBSE Regulations and in accordance with the resolution passed by the members of the
Company, is available for inspection at the following link https://www.inoxgreen.com/
PDF/ESOP-Compliance-Certificate-IGESL_FY%2024-25%20 (1).pdf
The disclosures required to be made in terms of Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 and as per Regulation 14 of the SEBI
SBEBSE Regulations, to the extent applicable, are available on the Company's website
at https://www.inoxgreen.com/PDF/IGESL_Regulation%20
14%20of%20SEBI%20(SBEBSE)%20Regulations,%202021.pdf
5. DETAILS OF DEBENTURES
During the year under review, 750 Senior, Unsecured, Rated, Listed,
Redeemable, Guaranteed, Principal Protected, Market-linked Non- Convertible Debentures of
H 10,00,000
(Rupees Ten Lakh only) each [ISIN: INE510W08035; Scrip Code: 974224]
which were allotted on 20th September, 2022, for cash consideration at par,
amounting to H75 Crore were fully redeemed on 19th September, 2024. As a
result, these debentures have been extinguished.
As on date, the Company has no outstanding debentures.
6. SCHEME OF DEMERGER
As a part of a strategic decision, the Board of Directors of the
Company at its meeting held on 13th November, 2024, considered and approved the
Scheme of Arrangement between Inox Green Energy Services Limited ("IGESL" or
"Demerged Company" or "the Company") and Inox Renewable Solutions
Limited (formerly known as Resco Global Wind Services Private Limited) ("IRSL"
or "Resulting Company") and their respective shareholders (the
‘Scheme'), which provides for the demerger of the Power Evacuation Business of
the Company into the Resulting Company. The Scheme is, inter-alia, subject to receipt of
approval from shareholders and creditors of the companies involved and approval of
statutory and regulatory authorities, including approvals from Stock Exchanges, the
Jurisdictional National Company Law Tribunal, Ahmedabad Bench ("NCLT"). The
appointed date for the scheme would be 1st October, 2024 or such other date as
may be approved by the Hon'ble NCLT or the Board of Directors.
The swap ratio for the proposed demerger is as under:
122 equity shares (face value of H 10/- per share) of IRSL to be
issued for every 1,000 equity shares (face value of H 10/- per share) of the Company
122 share warrants of IRSL with an issue price of H 205/- each to
be issued for every 1,000 share warrants of the Company with an issue price of H 145/-
each.
Consequently, upon this Scheme coming into effect, the Company shall,
without any further act or deed, issue and substitute the existing share warrants issued
by the Company with the new share warrants convertible into equity shares of the Company,
to every warrant holder of the Company, which are outstanding as on the Specified Date in
the following ratio:
1,000 share warrants of the Company with an issue price of H 120/
each to be issued and substituted for every 1,000 share warrants of the Company with an
issue price of H 145/- each.
The company had received 'No adverse observation/ No objection' from
the Stock Exchanges i.e. BSE and NSE, both on 18th July, 2025 to the proposed
Scheme of Arrangement and is in the process of filing first motion application before the
NCLT.
7. DIVIDEND
No dividend has been recommended by the Board of Directors for the
Financial Year ended 31st March, 2025.
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a ‘Dividend Distribution Policy' and the same has been
uploaded on the Company's website; www.inoxgreen.com. The ‘Dividend Distribution
Policy' can be accessed at https://www.inoxgreen.com/PDF/ann_13.pdf.
8. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
9. TRANSFER OF AMOUNT TO 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.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, except as mentioned below, there was no
change in the composition of the Board of Directors and Key Managerial Personnel of the
Company:
Shri Sanjeev Jain (DIN:00023409) was appointed as an Additional
Director to hold office as an Independent Director on the Board of the Company for an
initial term of
3 (three) consecutive years with effect from 1st April,
2024. His appointment was approved by the shareholders of the Company through a Postal
Ballot concluded on 5th May, 2024.
Shri Mukesh Manglik (DIN: 07001509) was re-appointed as a Whole time
Director of the Company for a further period
1 (one) year w.e.f. 19th May, 2024. His appointment was
approved by the shareholders of the Company by way of Postal Ballot on 20th
June, 2024.
Shri Manoj Dixit (DIN: 06709232) was re-appointed as a Whole-time
Director of the Company, for a further period of 2 (two) years, liable to retire by
rotation, w.e.f. 8th October, 2024. His appointment was approved by the
shareholders of the Company in their 12th Annual General Meeting of the Company
held on 27th September, 2024.
Shri Venkatanarayanan Sankaranarayanan (DIN: 01184654) ceased to be an
Independent Director of the Company with effect from 21st October, 2024, upon
the successful completion of his second term of 5 years. The Board places on record its
deep appreciation for his exceptional contribution in advising and guiding the Company
during his tenures.
Shri Brij Mohan Bansal (DIN: 00261063) was appointed as an Additional
Director to hold office as an Independent Director on the Board of the Company for an
initial term of 3 (three) consecutive years with effect from 21st October,
2024. His appointment was approved by the shareholders of the Company by way of Postal
Ballot on 9th January, 2025.
Subsequent to the closure of the year under review, Shri Mukesh Manglik
(DIN: 07001509) was re-appointed as a Whole-time Director of the Company for a further
period of 1 (one) year with effect from 19th May, 2025. His re-appointment was
approved by the shareholders of the Company through a Postal Ballot concluded on 17th
April, 2025.
Your directors recommend appointment/ re-appointment of the following
Directors:
Shri Shailendra Tandon (DIN: 07986682) is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and being eligible has offered
himself for re-appointment.
Necessary resolution in respect of Director(s) seeking appointment/
re-appointment and their brief resume pursuant to Regulation 36(3) of Listing Regulations
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are
provided in the Notice of the Annual General Meeting forming part of this Annual Report.
11. NOMINATION AND REMUNERATION POLICY
The salient features and objectives of the Nomination and Remuneration
Policy of the Company are as under:
a. To lay down criteria for identifying persons who are qualified to
become Directors and who may be appointed in Senior Management of the Company in
accordance with the criteria laid down by Nomination and Remuneration Committee and
recommend to the Board their appointment and removal;
b. To formulate criteria for determining qualification, positive
attributes and Independence of a Director;
c. To determine the composition and level of remuneration, including
reward linked with the performance, which is reasonable and sufficient to attract, retain
and motivate Directors, KMP, Senior Management Personnel & other employees to work
towards the long-term growth and success of the Company.
The Nomination and Remuneration Policy has been uploaded on the
Company's website; www.inoxgreen.com and can be accessed at
https://inoxgreen.com/PDF/ann_8.pdf
12. DECLARATION OF INDEPENDENCE
The Independent Directors of the Company have given the declaration and
confirmation to the Company as required under Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of
independence and that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
They have also confirmed that they have complied with the Code of Conduct as prescribed in
the Schedule IV to the Companies Act, 2013 and Code of Conduct for Directors and Senior
Management Personnel, formulated by the Company.
In terms of Section 150 of the Companies Act, 2013 and rules framed
thereunder, the Independent Directors have registered themselves in the databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) and
they are exempted from appearing for the online proficiency self-assessment test.
The Board of Directors further confirms that the Independent Directors
also meet the criteria of expertise, experience, integrity and proficiency in terms of
Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors are
given in the Corporate Governance Report.
14. PERFORMANCE EVALUATION
Performance Evaluation forms containing criteria for evaluation of
Board as a whole, Committees of the Board and Individual Directors and Chairperson of the
Company were sent to all the Directors with a request to provide their feedback to the
Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and
Individual Directors for the Financial Year 2024-25. Further, based on the feedback
received by the Company, the Nomination and Remuneration Committee at its Meeting held on
31st January, 2025 noted that Annual Performance of each of the Directors is
highly satisfactory and recommended to the Board to continue the terms of appointment of
all the Independent Directors of the Company. The Board of Directors of the Company at its
Meeting held on the same day evaluated and noted that the performance of Board, Committees
of the Board and Individual Directors and Chairperson (including CEO and Independent
Directors) as highly satisfactory by this evaluation process.
15. MEETINGS OF THE BOARD
During the year under review, the Board met 6 (six) times and details
of Board Meetings held are given in the Corporate Governance Report. The intervening gap
between the two Meetings was within the time limit prescribed under Section 173 of the
Companies Act, 2013 and Regulation 17 of the Listing Regulations.
16. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF
SECTION 134 OF THE COMPANIES ACT, 2013
To the best of their knowledge and belief and according to the
information and explanations obtained by your Directors, they make the following
statements in terms of Section 134(3) (c) of the Act:
i. in the preparation of the Annual Accounts for the financial year
ended 31st March, 2025, the applicable Accounting Standards and Schedule III of
the Companies Act, 2013 have been followed and there are no departures from the same;
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 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 this
Companies Act, 2013 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;
v. the Directors had laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls were adequate and were
operating effectively; and
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.
17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the Standalone Financial
Statements of the Company. Please refer to Note Nos. 8 and 39 to the Standalone Financial
Statements of the Company.
18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has in place a Policy on materiality of Related Party
Transactions and dealing with Related Party Transactions in terms of requirements the
Listing Regulations. The said Policy is available on the Company's website at the
link https://www.inoxgreen.com/PDF/ann_11.pdf
As per the said Policy, all Related Parties Transactions are
pre-approved by the Audit Committee and/ Board and the shareholders as and when required
as per the requirements under the Companies Act, 2013 and Listing Regulations. The details
of such transactions are also reviewed by the Audit Committee on a quarterly/ half yearly/
annual basis.
All contracts/ arrangements/ transactions entered by the Company during
the year under review with Related Parties were approved by the Audit Committee and/or
Board wherever required, as per the provisions of Section 177, 188 of the Companies Act,
2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 23 of the Listing Regulations. During the Financial Year under review, the
Company entered into certain transactions with Related Parties which could be considered
material in accordance with the said Policy on which approval of the Shareholders under
the Regulation 23 of the SEBI Listing Regulations by way of Ordinary Resolution were
obtained.
All transactions entered by the Company during the year under review
with Related Parties were on arm's length basis and in the ordinary course of
business and hence, disclosure in Form AOC -2 pursuant to clause (h) of sub-section (3) of
Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014 is not required to be annexed to this report.
19. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A separate statement containing the salient features of financial
statements of all Subsidiaries, Associates and Joint Ventures of the Company forms a part
of Consolidated Financial Statements in compliance with Section 129 and other applicable
provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the
Companies Act, 2013, the financial statements of the subsidiary companies are available
for inspection by the Members at the Registered Office of the Company during business
hours on all days except Saturdays, Sundays and public holidays upto the date of the
Annual General Meeting (‘AGM'). Any member desirous of obtaining a copy of the
said financial statements may write to the Company Secretary at the Corporate Office of
the Company. The financial statements including the consolidated financial statements,
financial statements of subsidiaries and all other documents required to be attached to
this report have been uploaded on the website of the Company; www.inoxgreen.com. The
Company has formulated a policy for determining material subsidiaries. The said policy may
be accessed on the website of the Company.
During the year under review, the Company divested/ sold the following
wholly owned subsidiaries as part of a strategic decision:
(i) Inox Clean Energy Limited (formerly known as Nani Virani Wind
Energy Private Limited) w.e.f. 29th November, 2024;
(ii) Inox Neo Energies Private Limited (formerly known as Aliento Wind
Energy Private Limited) w.e.f. 30th November, 2024;
(iii) Flurry Wind Energy Private Limited and Flutter Wind Energy
Private Limited, both w.e.f. 6thDecember, 2024.
The Report on the performance and financial position of each of the
Subsidiaries, Associates and Joint Ventures of the Company, in Form AOC-1, pursuant to
first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of
Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A which has
also been uploaded on the website of the Company.
21. AUDIT COMMITTEE AND OTHER BOARD COMMITTEES
The details pertaining to the composition of the Audit Committee and
other Board Committees and their roles, terms of reference etc. are included in the
Corporate Governance Report which forms part of this Annual Report.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
As per the provisions of Section 177(9) of the Companies Act, 2013 read
with Regulation 22(1) of the Listing Regulations, the Company is required to establish an
effective vigil mechanism for Directors and Employees to report improper acts or genuine
concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The
Company has accordingly established a Vigil Mechanism through "Whistle Blower
Policy" for all its Directors and Employees to report improper acts. The details of
the said mechanism and policy are available on the Company's website;
www.inoxgreen.com.
23. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls commensurate with
its size and nature of its business. The Board has reviewed Internal Financial Controls of
the Company and the Audit Committee monitors the same in consultation with Internal
Auditors of the Company. The Internal Auditors of the Company also tests the internal
controls independently.
24. INDEPENDENT AUDITOR'S REPORT
There are no reservations, qualifications, adverse remarks or
disclaimers in the Independent Auditor's Reports on the Financial Statements of the
Company for the Financial Year 2024-25. The notes forming part of the accounts are
self-explanatory and do not call for any further clarifications under Section 134(3)(f) of
the Companies Act, 2013.
25. INDEPENDENT AUDITORS
The Members of the Company at their 11th Annual General
Meeting (AGM) held on 29th September, 2023 had approved the re-appointment of
M/s. Dewan P. N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N)
("DPNC") as Independent Auditors of the Company for a second term of 5 (five)
consecutive years to hold office from the conclusion of 11th AGM until the
conclusion of 16th AGM.
They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
26. COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the
Company are required to be audited by a Cost Accountant in practice who shall be appointed
by the Board. In view of the above, the Board of Directors, based on the recommendation of
the Audit Committee, re-appointed M/s. Jain Sharma and Associates, Cost Accountants (Firm
Registration No. 000270) as Cost Auditors of the Company for conducting the Cost Audit for
the Financial Year 2025-26 on a remuneration of H 1,60,000/-
(Rupees One Lakh Sixty Thousand only). As required under the referred
Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the
Cost Auditor is required to be placed before the Members in a General Meeting for their
ratification. Accordingly, a resolution seeking Member's ratification for the
remuneration payable to M/s. Jain Sharma and Associates, Cost Auditors has been included
in the Notice of the Annual General Meeting.
The Cost Audit Report issued by M/s. Jain Sharma and Associates, Cost
Auditors in respect of Financial Year 2023-24 was submitted with the Cost Audit Branch of
the Ministry of Corporate Affairs within the stipulated time.
There were no reservations, qualifications, adverse remarks or
disclaimers in the Cost Auditor's Report for the financial year 2024-25.
27. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. VAPN & Associates, Practising Company Secretaries, New
Delhi, a peer reviewed firm (Firm Registration No.P2015DE045500 and Peer Review
Certificate No. 975/2020) to conduct Secretarial Audit of the Company for the Financial
Year 2024-25.
The Secretarial Audit Report issued by M/s. VAPN & Associates, in
Form MR-3, for the Financial Year 2024-25 is annexed to this report as Annexure B.
There are no qualifications, reservations, adverse remarks or disclaimers in their
Secretarial Audit Report.
Further, in compliance of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report
of the Company's unlisted material subsidiary, I-Fox Windtechnik India Private
Limited for the Financial Year 2024-25 is annexed to this report as Annexure C.
28. SECRETARIAL AUDITORS
In compliance with Regulation 24A of the Listing Regulations and
Section 204 of the Companies Act, 2013, the Board at its meeting held on 14th
August, 2025, based on recommendation of the Audit Committee, has approved the appointment
of M/s. VAPN & Associates, Practising Company Secretaries, New Delhi, a peer reviewed
firm (Firm
Registration No.P2015DE045500 and Peer Review Certificate No. 975/2020)
as Secretarial Auditors of the Company for a first term of 5 (five) consecutive years from
Financial Year 2025-26 to Financial Year 2029-30, subject to approval of the Members at
the ensuing Annual General Meeting. A resolution seeking members' approval for their
appointment has been included in the AGM Notice.
29. REPORTING OF FRAUDS BY AUDITORS
During the year under review, no instance of fraud has been reported by
the Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Audit
Committee/ Board of Directors or to the Central Government. Therefore, no detail is
required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2) (e) and 34(3) read with Para B of Schedule V
of the Listing Regulations is presented in a separate Section forming part of this Annual
Report.
31. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) read with Para C of Schedule V of Listing
Regulations, the Corporate Governance Report of the Company for the year under report is
presented in a separate Section forming part of this Annual Report. Practicing Company
Secretary's certificate regarding compliance of conditions of Corporate Governance is
annexed to this report as Annexure D.
In compliance with the requirements of Regulation 17(8) of Listing
Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of
the Company, who are responsible for the finance function, was placed before the Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Chief Executive Officer is
enclosed as a part of the Corporate Governance Report.
32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Business Responsibility and Sustainability Report as per Regulation 34
of the Listing Regulations, detailing the various initiatives taken by the Company on the
environmental, social and governance front forms an integral part of this report. The said
report is also available on the website of the Company; www.inoxgreen.com
The Environmental Social and Governance (ESG) Report of the Company for
the Financial Year 2024 -25, which provides comprehensive and transparent information
about our organization's sustainability practices and our commitment to managing the
concerns and expectations of our stakeholders in a rapidly changing operating environment
has been prepared in accordance with the GRI Standards. The ESG Report forms an integral
part of this report
33. ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form
MGT-7, is available on the Company's website; www.inoxgreen.com and the same can be
accessed at https://www.inoxgreen.com/PDF/ IGESL_MGT_7_31032025.pdf
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner
prescribed is annexed to this report as Annexure E.
35. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said Rule forms part of this report.
In terms of Section 136 of the Companies Act, 2013 the Report and
Accounts are being sent to the Members of the Company excluding information on
employees' particulars which is available for inspection by the Members at the
Registered Office of the Company during the business hours on working days of the Company
up to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining such information, he/ she may write to the Company Secretary at the Corporate
Office of the Company.
36. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility Committee comprises of three
Directors namely Shri Mukesh Manglik, Whole-time Director as Chairman, Shri Shailendra
Tandon, Non-Executive Non-Independent Director and Shri Brij Mohan Bansal, Independent
Director as members of the Committee.
The composition of CSR Committee is in compliance of Section 135 of the
Companies Act, 2013 read with relevant
Rules made thereunder. The CSR Policy of the Company is disclosed on
the website of the Company; https://www. inoxgreen.com/PDF/IWISL%20-%20CSR%20Committee%20
Policy%2025.06.2021.pdf. pdf. The report on CSR activities of the Company for the
Financial Year 31st March, 2025 as per Companies (Corporate Social
Responsibility) Rules, 2014 is annexed to this Report as Annexure G.
37. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment have been of prime concern to the
Company and necessary efforts were made in this direction in line with the safety, health
and environment policy laid down by the Company. The Company has achieved certification of
Management system as per EN ISO 14001:2015 and ISO 45001:2018. Health of employees is
being regularly monitored and environment has been maintained as per statutory
requirements.
38. INSURANCE
The Company's property and assets have been adequately insured.
39. RISK MANAGEMENT
Pursuant to the requirements of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a
Risk Management Committee to frame, implement and monitor the risk management plan of the
Company.
The Company has in place an Enterprise Risk Management Policy which
includes Enterprise Risk Management Framework to inform the Board about the risk
assessment and minimization procedures to review key elements of risks viz. regulatory,
legal, competition and financial risks etc. involved and measures taken to ensure that
risk is controlled by means of a properly defined framework. The Company's risk
management and mitigation strategy has been discussed in the Management Discussion and
Analysis Report which forms part of this Annual Report. In the Board's view, there
are no material risks which may threaten the existence of the Company.
40. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention, Prohibition and
Redressal of sexual harassment at the workplace in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Company has formed an Internal Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.
During the year under review, no complaint on sexual harassment was
received.
41. MATERIAL CHANGES AND COMMITMENTS 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 THE REPORT
There have been no material changes and commitments which affect 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.
42. SIGNIFICANT AND MATERIAL ORDERS PASSED
BYTHEREGULATORSORCOURTSORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There are no orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in future.
43. OTHER DISCLOSURES
No disclosure or reporting is required in respect of the following
items as there were no transactions relating to these items during the year under review:
i. Issue of equity shares with differential rights as to dividend, voting or otherwise;
ii. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme;
iii. The Company does not have any joint venture;
iv. As at the end of the Financial Year, no application or any
proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016
before the NCLT; and
v. During the year under review, there are no instances of one-time
settlement with any banks or financial institutions.
44. ACKNOWLEDGEMENT
Your Directors express their gratitude to all other external agencies
for the assistance, co-operation and guidance received. Your Directors place on record
their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.
| |
For and on behalf of the
Board of Directors |
| |
Manoj Dixit |
Shailendra Tandon |
Place: Noida |
Whole-time Director |
Non-Executive Director |
Date: 14.08.2025 |
DIN: 06709232 |
DIN: 07986682 |
|