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EQUITY - MARKET SCREENER

Classic Electricals Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
512213
INE02BR01017
79.495302
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
6.77
2.31
EPS(TTM)
Face Value()
Div & Yield %
2.29
10
0
 

As on: Apr 22, 2024 09:22 AM

Dear Members,

Your Board of Directors has pleasure in presenting the 29th (twenty-ninth) Annual Report of your Company together with the Audited Financial Statements (standalone & consolidated) for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The key financial highlights for the financial year 2022-23 ("FY23") are as follows:

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Revenue from Operations (Net) 3,53,186 8,39,704 7,66,432 5,34,973
Other Income 64,541 55,166 2,00,911 91,329

Total Income

4,17,727 8,94,870 9,67,343 6,26,302
Expenditure (other than Tax) 5,51,630 957,055 11,93,022 10,66,811
Exceptional Items - - - 1,16,114

Profit / (Loss) before Tax

(1,33,903) (62,185) (2,25,679) (3,24,395)
Provision for Income Tax - - 47,030 (1,874)
Provision for Deferred Tax - - 28,146 46,806

Profit / (Loss) after Tax

(1,33,903) (62,185) (3,00,855) (3,69,327)

Earnings Per Share (_) (Basic & Diluted)

(30.02) (13.85) (67.18) (82.31)
Net Fixed Assets 10,705 13,480 41,98,690 3,618
EBITDA Margins (%) -17.61% -5.06% 37% -14.02%
PAT Margins (%) -37.91% -7.41% -39% -69.04%
ROE (%) N.A. N.A. N.A. -822.57%
ROCE (%) -29.01% 716.31% -1% -3.29%
D/E Ratio (In times) -1.62 -2.47 12.60 5.46

COMPANY PERFORMANCE

The financial statements have been prepared as per the Indian Accounting Standards (IND-AS) prescribed by the Institute of Chartered Accountants of India (ICAI).

During the year under review, the Company achieved a standalone turnover of _3,531.86/-_lakh as against _8,397.04/- lakh during previous year registering a decline of ~57.93%.

The Company has achieved a consolidated turnover of _7,664.32/-_lakh as against _5,349.73/- lakh during previous year registering an increase of ~43.26%.

The Company has reported a loss of _1,339.03/- lakh as against a loss of _621.85/- lakh during previous year with an increase in loss of _717.18 lakh over the previous year on standalone basis. The Company has reported a loss of _3,008.55/- lakh as against a loss of _3,693.27/- lakh during previous year with a decline in loss of _684.72 lakh over the previous year, on consolidated basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with Schedule III to the Companies Act, 2013 (hereinafter referred to as the "Act") and the Companies (Accounts) Rules, 2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations") and applicable Indian Accounting Standards, the Audited

Consolidated Financial Statements of the Company for the FY23, together with the Auditors' Report form part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2023, are prepared in accordance with Ind AS, as notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and the Chief Financial Officer of the Company have given Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II to the SEBI Listing Regulations.

OPERATIONS

Highlights of your Company's operations and state of affairs for FY23 are included in the Management Discussion and Analysis Report, capturing your Company's performance, industry trends and other material changes with respect to your Company, wherever applicable and forms part of this Annual Report.

DIVIDEND

In view of accumulated losses, the Board of Directors has not recommended any dividend on equity shares during the year under review.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves, as the Company had not made any profit, during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ("IEPF") set up by the Government of India.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies

(Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

Authorized Share Capital

As on March 31, 2023, the Authorized Share Capital of your Company stood at _20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of face value of _10/- (Rupees Ten only) each, aggregating to _20,00,00,000/- (Rupees Twenty Crore only).

Paid-up Share Capital

As on March 31, 2023, the Paid-up Equity Share Capital of your Company stood at _4,48,99,000/- (Rupees Four Crore Forty-Eight Lakh and Ninety-Nine Thousand only) comprising of 44,89,900 (Forty-Four Lakh Eighty-Nine and Nine Hundred only) equity shares of face value of _10/- (Rupees Ten only) each.

The Authorized Share Capital has been increased from _7,00,00,000/- (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakh only) equity shares having face value of _10/- (Rupees Ten only) each to _20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares having face value of _10/- (Rupees Ten only) each, by addition of 1,30,00,000 (One Crore and Thirty Lakh only) equity shares having face value of _10/- (Rupees Ten only) each, in the 28th Annual General Meeting held on September 30, 2022 and Paid-Up Share Capital of the Company remains unchanged during FY23.

There are no convertible securities issued in the Company, as on the date of this Report. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

CHANGE OF NAME OF THE COMPANY FROM "SUNEDISON INFRASTRUCTURE LIMITED" TO "REFEX RENEWABLES & INFRASTRUCTURE LIMITED"

For the purpose of consolidation and to bring all the business verticals and entities under one brand name, i.e., ‘REFEX', and in order to identify them as a commonly controlled entities, your Board of Directors, at its meeting held on May 30, 2022, had decided to change name of the Company from ‘SunEdison Infrastructure Limited' to ‘Refex Renewables &

Infrastructure Limited', which was subsequently approved by the shareholders in their annual general meeting held on September 30, 2022.

Further, the new name was also approved by the Central Government and accordingly Registrar of Companies, Chennai had issued a fresh Certificate of Incorporation in the new name of the Company, w.e.f. October 25, 2022.

BSE Limited vide its letter-cum-notice dated November 09, 2022, has also approved change of new name in the Scrip on the BSE platform. Accordingly, the scrip Id and abbreviated name of the Company for BOLT Plus SYSTEM has also been changed to REFEXRENEW., w.e.f November 15, 2022.

EMPLOYEES' LONG TERM INCENTIVE PLAN

The Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meetings held on August 10, 2022, has formulated and approved a new employee stock option scheme, namely, RRIL – Employees Stock Option Scheme 2022 ("RRIL ESOS 2022"), which is in compliance of the latest provisions of the law and regulations.

During the financial year ended March 31, 2023, your Company has granted 94,198 ESOPs, in terms of the RRIL ESOS 2022, pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").

Further, your Company, has not made any allotment of equity shares, since no ESOP granted has yet vested during the year under review.

Applicable disclosures as stipulated under Regulation 14 read with Part F of Schedule-I to the SEBI SBEB & SE Regulations with regard to the RRIL ESOS 2022, are provided as Annexure – A to this Report.

Your Company has obtained a Certificate from Mr. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, the Secretarial Auditor of the Company, that the RRIL ESOS, 2022, for grant of stock options has been implemented in accordance with the SEBI SBEB & SE Regulations and the resolution passed by the members in their 28th Annual General Meeting held on September 30, 2022.

The said Certificate would be placed at the ensuing annual general meeting for inspection by the members.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 03 (three) subsidiaries and 20 (twenty) step-down subsidiaries as follows:

SUBSIDIARIES:

1. Refex Green Power Limited 2. SEI Solartech Private Limited 3. Ishaan Solar Power Private Limited

STEP DOWN SUBSIDIARIES:

4. SEI Tejas Private Limited

5. Broil Solar Energy Private Limited 6. Athenese Energy Private Limited 7. Flaunt Solar Energy Private Limited 8. Sherisha Solar SPV Two Private Limited 9. Spangle Energy Private Limited 10. Taper Solar Energy Private Limited 11. Wither Solar Energy Private Limited 12. Engender Developers Private Limited 13. Scorch Solar Private Limited 14. Singe Solar Energy Private Limited 15. Sourashakthi Energy Private Limited 16. Swelter Energy Private Limited 17. Torrid Solar Power Private Limited 18. Kiln Solar Energy Private Limited

19. Sherisha Rooftop Solar SPV Four Private Limited 20. Sherisha Rooftop Solar SPV Three Private Limited 21. STPL Horticulture Private Limited 22. SIL Mercury Solar Private Limited 23. Sherisha Solar LLP

Further, 01 (one) wholly-owned subsidiary company, namely, SIL Power Storage Solutions Private Limited and 05 (five) step-down subsidiaries, namely: 1. Sherisha Bikaner Solar Power Private Limited 2. Sherisha Rooftop Solar SPV Five Private Limited 3. SunEdison Rooftop Solar SPV 6 Private Limited 4. SIL Jupiter Solar Private Limited 5. SIL Neptune Solar Private Limited are under the process of striking-off and have filed necessary forms with the concerned Registrar of Companies.

A statement containing the salient features of the financial statements of the subsidiary companies of the Company in the prescribed form AOC–1, forms part of the Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the financial performance of each of the subsidiaries, included in the CFS of the Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, standalone and consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Company are available in the website of the Company at the weblink: https://refexrenewables.com/investor-relations.php

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

The Company regularly monitors the performance of the subsidiary companies.

There has been no material change in the nature of the business of the subsidiary companies.

CORPORATE GOVERNANCE

Your Company is committed to maintain the quality standards of Corporate Governance. _ We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. In terms of Regulation 15(2)(a) of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply in respect of a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Since, the paid-up equity share capital and net worth were not exceeding the aforesaid stipulated thresholds, as on the last day of the previous financial year, accordingly, the compliance with corporate governance provisions is not applicable to the Company and therefore, your Company is not required to submit corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report

(" MD&A") for FY23, giving a detailed analysis of the

Company's operations and other information, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2023, your Board comprises of

05 (five) Directors, out of which, 02 (two) are independent including 01 (one) woman director, 02 (two) are non-executive directors and 01 (one) is managing director, as follows:

Name

DIN Designation

1. Mr. Kalpesh Kumar

07966090 Managing Director

2. Mr. Anil Jain

00181960 Non- Executive Director

3. Mr. Sunny Chandrakumar Jain

07544759 Non- Executive Director

4. Ms. Jayanthi Talluri

09272993 Independent Director

5. Mr. Pillappan Amalanathan

08730795 Independent Director

RE APPOINTMENTS _ APPOINTMENTS

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Anil Jain (DIN: 00181960), Director (Non-Executive) of the Company retires by rotation in the ensuing AGM and being eligible offers himself for re-appointment.

His brief resume and other related information are being given in the Notice convening the 29th AGM of your Company.

Your Board has recommended his re-appointment and accordingly, suitable resolution proposing his re-appointment forms part of the Notice of the AGM. Further, the Board of Directors, at its meeting held on February 13, 2023, on the recommendations of the Nomination and Remuneration Committee, has appointed Ms. Jayanthi Talluri (DIN: 09272993) as an Additional Director (Independent and Non – Executive), not liable to retire by rotation and Mr. Sunny Chandrakumar Jain (DIN: 07544759) as an

Additional Director (Non-Executive), liable to retire by rotation with effect from February 14, 2023, till the conclusion of ensuing AGM, on the Board of the Company.

In the opinion of the Board, Ms. Jayanthi Talluri and Mr. Sunny Chandrakumar Jain, possess requisite qualifications, experience, expertise and holds highest standards of integrity.

Further, Ms. Jayanthi Talluri has successfully qualified on-line proficiency self assessment test for Independent Director's Databank, conducted by the Indian Institute of Corporate Affairs and has paid requisite fee for registration of her name in the Database.

The Company confirms that it has not made any default under Section 164(2) of the Act, as on March 31, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Act, as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

CESSATION

During FY23, Mr. Shailesh Rajagopalan (DIN: 01855598), Non – Executive Director and Ms. Jamuna Ravikumar (08009308), Independent Director, had resigned from the Board of the Company with effect from February 14, 2023.

Your Board places on record its sincere appreciation for the support and valuable guidance given by Mr. Shailesh Rajagopalan and Ms. Jamuna during their tenure as Directors of the Company.

KEY MANAGERIAL PERSONNEL _KMPS_

In terms of provisions of Section 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had the following Key Managerial Personnel of the Company as on March 31, 2023:

1. Mr. Kalpesh Kumar, Managing Director;

2. Mr. Dinesh Kumar Agarwal, Chief Financial Officer;

3. Mr. Vinay Aggarwal, Company Secretary & Compliance Officer.

During FY23, Mr. Vinay Aggarwal (ACS-39099) has been appointed as Company Secretary & Compliance Officer and a Key Managerial Personnel of the Company w.e.f. May 30, 2022, in accordance with the provisions of Section 2(51) and 203(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 and other applicable provisions of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-B to this Report.

However, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Disclosure under Section 197(14) of the Act

The Managing Director of your Company does not receive remuneration or commission from any of the subsidiaries of the Company.

BOARD MEETINGS

During FY23, the Board met 6 (six) times on May 30, 2022, July 22, 2022, August 10, 2022, November 11, 2022, February 13, 2023 and March 23, 2023.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act.

All the Directors attended all the Board meetings held during FY23 except one Board Meeting held on November 11, 2022 in which Mr. Anil Jain, Non – Executive Director, was granted leave of absence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act, a separate meeting of the Independent Directors was held on February 13, 2023, for FY23, without the presence of executives and non-independent directors.

The meeting was conducted in a flexible manner to enable the Independent Directors inter alia to discuss matters pertaining to the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company after taking inputs from the executive and non-executive directors.

The meeting of the Independent Directors was attended by both independent directors, namely, Mr. Pillappan Amalanathan and Ms. Jamuna Ravikumar.

BOARD COMMITTEES

Your Company has constituted several committees of the Board which have been established as part of good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

As on March 31, 2023, your Board has 03 (three) mandatory committees, namely: 1. Audit Committee 2. Nomination & Remuneration Committee 3. Stakeholders' Relationship Committee Further, your Board has also constituted one committee, namely, Banking & Authorization Committee and delegated various powers to it for day to day affairs and operational matters.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 177 of the Act, as follows: -

. Name Category Position

1. Ms. Jayanthi Talluri

Independent Director Chairperson

2. Mr. Pillappan Amalanathan

Independent Director Member

3. Mr. Kalpesh Kumar

Managing Director Member

All members of the Audit Committee are financially literate and have experience in accounting and financial management expertise.

The Company Secretary acts as Secretary to the Audit Committee.

The Board of Directors, in its Board Meeting held on February 13, 2023, has reconstituted the composition of the Audit Committee pursuant to reshuffle by appointments and cessations of the directors. During FY23, 06 (six) meetings of the Audit Committee were held on May 30, 2022, July 22, 2022, August 10, 2022, November 11, 2022, February 13, 2023 and March 23, 2023. All the members of the Audit Committee attended the Audit Committee meetings held during FY23.

Upon invitation, the CFO and the Statutory Auditors of the Company attended the meetings of the Audit Committee.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

REPORTING OF INTERNAL AUDITOR

Independent team of Internal Auditors are carrying out internal audits and advising the management on strengthening of internal control systems. The reports are periodically discussed internally. Significant audit observations, findings and corrective actions thereon are presented to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE _NRC_

As on March 31, 2023, the Nomination and Remuneration Committee comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

Name Category Position

1. Mr. Jayanthi Talluri

Independent Director Chairperson

2. Mr.Pillappan Amalanathan

Independent Director Member

3. Mr. Anil Jain

Non- Executive Director Member

The Company Secretary acts as Secretary to the NRC.

During FY23, 04 (four) meetings of the NRC was held on May 30, 2022, August 10, 2022, November 11, 2022 and February 13, 2023.

All the members of the NRC attended NRC meeting held during FY23.

Nomination and Remuneration Committee, amongst others, is responsible for determining the Company's policy on recruitment and remuneration of Directors/ KMPs, Senior Management Personnel and other employees of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC') of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel, senior management personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes, and independence of Directors and for making payments to executive and non-executive directors and senior management personnel of the Company. The detailed Policy is available on the Company's website at: https://refexrenewables.com/reports/ policies/RRIL-Remuneration-Policy.pdf.

REMUNERATION TO EXECUTIVE AND NON EXECUTIVE DIRECTORS

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and also remuneration based on net profit (variable component) to its Managing Director. Annual increments, if any, are recommended by the NRC within the salary scale approved by the Board and the Shareholders of the Company. The Board of Directors, on the recommendation of the NRC, decides the variable component payable to the Managing Director out of the net profits for the financial years and within the ceilings prescribed under the Act, considering the criteria such as the market standards, financial performance, liquidity etc. of the Company.

Details of fixed components & performance linked incentives

The remuneration of managing director comprises fixed components and performance linked incentive (Variable Pay) which is paid as per the Remuneration Policy, and subject to the approval of NRC. No profit-based commission has been paid to the Managing Director for FY23.

Criteria of making payments to Non-Executive Directors

The Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and/or its committees.

Disclosure of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested (as stipulated under Section 185 of the Act) by name and amount

During FY23, there are no loans or advances provided by the Company and its subsidiaries to firms/ companies in which directors were interested.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

As on March 31, 2023, the Stakeholders' Relationship Committee (SRC) comprises of 03 (three) members and the constitution is as per the provisions of Section 178 of the Act, as follows: -

Name

Category Position

Mr. Pillappan 1. Amalanathan

Independent Director Chairperson

Mr.Sunny 2. Chandrakumar Jain

Non - Executive Director Member

3. Mr. Anil Jain

Non - Executive Director Member

The Company Secretary acts as Secretary to the SRC. Further, the Board of Directors, in its meeting held on February 13, 2023, has reconstituted the composition of the committee pursuant to reshuffle by appointments and cessations of the directors. During FY23, 01 (one) meeting of the SRC was held on January 11, 2023. All the members of the SRC attended the SRC meeting held during FY23.

This Committee particularly looks into the investors grievances and oversees the performance of the Share Department/ Share Transfer Agent and to ensure prompt and efficient investors' services.

Nature of Complaints and Redressal Status

During FY23, the complaints and queries received by the Company were general in nature, which include issues relating to non-receipt of annual reports, shares, transfer/ transmission of shares, loss of shares etc. and were resolved to the satisfaction of the shareholders.

There were no investor grievances remaining unattended/pending as at March 31, 2023.

The Board, in its meeting held on May 30, 2022, has designated Mr. Vinay Aggarwal, Company Secretary, as the Compliance Officer of the Company, w.e.f. May 30, 2022.

CHANGES IN COMPOSITION OF COMMITTEES

During the year under review, following changes have occurred in the composition of various committees of the Board of Directors of the Company:

Composition

Name of the Committee

Up to February 13, 2023

Effective from February 14, 2023

Name

Position

Name

Position

1. Audit Committee

1. Mr. Pillappan Amalanathan, ID

Chairman

1. Ms. Jayanthi Talluri, ID

Chairperson

2. Ms. Jamuna, ID

Member

2. Mr. Pillappan Amalanathan, ID

Member

3. Mr. Shailesh Rajagopalan, NED

Member

3. Mr. Kalpesh Kumar, MD

Member

2. Nomination & Remuneration Committee

1. Mr. Pillappan Amalanathan, ID

Chairman

1. Ms. Jayanthi Talluri, ID

Chairperson

2. Ms. Jamuna, ID

Member

2. Mr. Pillappan Amalanathan, ID

Member

3. Mr. Shailesh Rajagopalan, NED

Member

3. Mr. Anil Jain, NED

Member

3. Stakeholder's Relationship Committee

1. Mr. Pillappan Amalanathan, ID

Chairman

1. Mr. Pillappan Amalanathan, ID

Chairman

2. Ms. Jamuna, ID

Member

2. Mr. Sunny Chandrakumar Jain,

Member

3. Mr. Anil Jain, NED

Member

NED

Member
3. Mr. Anil Jain, NED

4. Banking & Authorization

1. Mr. Kalpesh Kumar, MD

Chairman

1. Mr. Kalpesh Kumar, MD

Chairman
Committee 2. Mr. Anil Jain, NED Member 2. Mr. Anil Jain, NED Member

3. Mr. Shailesh Rajagopalan, NED

Member

3. Mr. Sunny Chandrakumar Jain, NED

Member

PERFORMANCE EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of its committees and individual Directors. Schedule IV to the Act provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Circular issued by the Securities and Exchange Board of India (SEBI) on January 05, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/ Board/ Committees was carried out for FY23.

The parameters for the performance evaluation of the Board, inter-alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of above parameters. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

NRC reviewed the performance of the Individual Directors, the Committees of the Board and the Board as a whole. A questionnaire for the evolution of the Board, its committees and the individual members of the Board, covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to good practices of corporate governance was sent to the Directors.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Act, the Directors confirm that: i. In the preparation of the annual accounts, the applicable accounting standards 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 March 31, 2023 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 the Act 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.

DIRECTORS AND OFFICERS INSURANCE (‘D&O')

The Company has taken Directors and Officers Insurance (‘D&O') for all its Directors, KMPs and members of the Senior Management.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm's length basis and in compliance of the provisions of Section 177 read with Section 188 of the Act. During FY23, the Company had not entered into any arrangement/transaction with related parties which could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.

Further, the details of the related party transactions as per IND-AS 24 are set out in Note No. 31 to the Standalone Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company doesn't fulfil the criteria as stipulated under Section 135(1) of the Act read with rules thereunder and therefore, the provisions of Corporate Social Responsibility (‘CSR') are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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 Statement (please refer to Note Nos. 06 & 12 to the Standalone Financial Statement).

POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements), Regulations 2015, your Board has framed a Policy on the Preservation of documents and Archival of documents.

This is intended to provide guidelines for the retention of records and preservation of relevant documents fora duration after which the documents shall be archived. This said policy is available at the Company's website, at the following web link: https:// refexrenewables.com/reports/policies/RRIL-Policy-for-Preservation-Archival-of-Documents.pdf

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS & THEIR REPORT

M/s VKAN & Co., Chartered Accountants (FRN: 014226S) were appointed as Statutory Auditors for one term of 05 (five) consecutive years, at the 25th AGM of the Company, held on 26th September, 2019, for auditing the accounts of the Company from the financial year 2019-20 to 2023-24.

M/s VKAN & Co., Chartered Accountants (FRN: 014226S) have confirmed that they are eligible and not disqualified to continue as the Statutory Auditors of the Company.

However, the Auditors' Report on Consolidated Financial Statements contain qualification, which is detailed below along with Board's comment:

Auditor's Qualification

Board's Comments

1. The Auditor's Report on the Consolidated Fi- nancial Results is qualified in respect of the matters, stated below, in relation to two sub- sidiaries, namely, lshaan Solar Power Private Limited and SEI Tejas Private Limited:

The management is currently carrying out necessary reconciliations of such liabilities with the corresponding underlying document/ contracts and other relevant information.

(i) Liabilities aggregating to Rs. 4 78.85 lakhs outstanding under trade pay- ables and other current liabilities as at March 31, 2023 (December and March 31, 2022 balances being INR 758.24 lakhs); and

Suitable adjustments arising out of such reconciliation, if any, will be incorporated once such exercise is complete.

(ii) Liabilities written back to income, to the extent of INR 341.40 lakhs. The above-mentioned balances and classes of transactions do not have sufficient appro- priate audit evidence to corroborate the man- agement's assessment of such obligations. Hence, we are unable to determine whether any adjustment might pe necessary to such amounts and the corresponding impact on results, net worth and liabilities as disclosed in the consolidated financial results.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

COST RECORDS & COST AUDIT

Your Company is not required to maintain cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, is also not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company had appointed Mr. A. Mohan Kumar, Company Secretary in whole-time practice, having ICSI Membership No. FCS-4347 and COP No. 19145, for conducting the Secretarial Audit of your Company for FY23.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed as Annexure–C to this Report.

The Report does not contain any qualification, reservation or adverse remarks except the following observation:

Compliance Requirement (Regulations/ Circulars/ Guidelines including specific clause)

Details of Violation

Details of action taken

Observations / Remarks of the Secretarial Auditor

Board's Comments

1. Regulation 3(5) of the SEBI (PIT) Regulations, 2015:

During the peri- od under review, the Company installed and

The Compa- ny has already installed a new Software

As on the date of this Report, the Company has complied

The Company in- stalled and main- tained the " Vigilant" Software for Structur-

The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that a structured

maintained the "Vigilant" Soft- ware for Struc- tural Digital Da- tabase (SDD), but was unable

(ProCS ) and captured re- quired events from the quar- ter ended June 30, 2023.

with the SDD requirements and the de- fault has been rectified.

al Digital Database (SDD), but was un- able to record UPSI in such SDD, due to dis- crepancy in the soft- ware itself.

digital database is main- tained containing the na- ture of unpublished price sensitive information and the names of such per- sons who have shared the information and also the names of such persons with whom information is shared under this regu- lation along with the Per- manent Account Number

to record UPSI in such SDD, due to discrepancy in the software itself. However, the Company has re- corded the said events in the Ex- cel format.

However, it was decid- ed to switch the SDD portal from Vigilant of Cameo to SDD tool of Pro-CS Technologies, the completion of which happened only in the month of April 2023.

or any other identifier au- thorized by law where Per- manent Account Num- ber is not available. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.

Since, the Com- pany was in the process of im- plementing new SDD portal in place of existing one, the Com- pany couldn't comply with the requirements of the provisions of Regulation 3(5) & 3(6) of the SEBI

Regulation 3(6) of the SEBI (PIT) Regulations, 2015:

PIT Regulations.

Reg 3(6)- The board of di- rectors or head(s) of the organisation of every per- son required to handle un- published price sensitive information shall ensure that the structured digital database is preserved for a period of not less than eight years after comple- tion of the relevant trans- actions.

Further, the Secretarial Auditor has made comments on the matter of SEBI, which has been closed vide Revocation Order dated July 28, 2022 passed by SEBI, details of which are provided hereinafter.

SEBI's Administrative Warning cum Advice:

Consequent to the forensic audit and subsequent investigation on the proposed transaction pertaining to the Framework Agreement including all its amendments (which was cancelled by the Board of Directors, in its meeting held on March 21, 2022) and the Interim Order dated February 15, 2021 and the Confirmation

Order dated July 15, 2021 issued by SEBI, in the matter, SEBI, vide its letter dated July 15, 2022, had issued Administrative Warning cum Advice to the Company on the basis of its findings during the investigation process.

Further, the Audit Committee and the Board of Directors of the Company in their meeting held on July 22, 2022, inter-alia, have taken cognizance of the SEBI's Administrative Warning cum Advice Letter and further, ensured the necessary action including ratification of the following transactions as observed and advised by SEBI: Availing of financing facility amounting to Rs.60 Crore (Rs.25 Cr. loan & Rs.35 Cr. revolving credit facility) from DN Energy Private Limited (DEPL), (a related party during the period October 08, 2018 to March 09, 2020); Payment of advance of Rs.33.20 Crore given to SIL Rooftop Solar Power Private Limited (a wholly-owned subsidiary company) to acquire 64% stake in Sherisha Solar LLP (another wholly-owned subsidiary entity).

Since, the Company had already suitably cancelled/ terminated the Framework Agreement dated June 23, 2020, in respect of which the Company was earlier directed to maintain status quo by the Interim and Confirmatory Orders passed by SEBI, restraining the Company from disposing, selling or alienating its assets, including effecting the transactions agreed upon under the Framework Agreement and complied with the directions of SEBI, accordingly, SEBI, vide its Final/Revocation Order bearing reference no. WTM/AB/CFID/CFID-SEC2/18110/2022-23 dated July 28, 2022, has revoked the restraint imposed on the Company vide the Interim Order dated February 15, 2021 and the Confirmatory Order dated July 15, 2021.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during FY23.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

During the financial year ended March 31, 2023, there are no agreements which required to be disclosed as per clause 5A of paragraph A of Part A of Schedule III of Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of energy conservation, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules,

2014, are as under:

(A) Conservation of Energy & Technology Absorption:

The Company is not engaged in any manufacturing activity which involves energy intensive processes. Further, the Company is in the business of establishing/constructing projects of the solar power generation and related activities, which itself is a domain of renewables and green energy and environment friendly. The Company has taken sufficient steps towards general energy saving techniques and conservation. There is no technology imported by the Company, hence, no information regarding absorption is involved.

(B) Foreign Exchange Earnings and Outgo:

Particulars

FY23

FY22

(_ in ‘000)

(_ in ‘000)

Foreign exchange earned in terms of actual inflows

-

-

Foreign exchange outgo in terms of actual outflows

41,180.14

39,447.57

ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2023, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Company's website at: https://refexrenewables.com.

Further, the Annual Return (e-form MGT-7) for FY23 shall be filed by the Company with the Registrar of Companies, Chennai, within the stipulated period and the same can also be accessed thereafter on the Company's website at: https://refexrenewables.com.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS AFFECTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant/material order passed by the Regulators, Courts, or Tribunals affecting the going concern status and the Company's operations in the future.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) &

(10) of the Act to deal with instances of fraud and mismanagement if any. The Company, through this Policy, envisages to encourage the Directors and employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal, or questionable acts, deeds, actual or suspected fraud or violation of the Company's Codes of Conduct for the Directors and the Senior Management Personnel.

During FY23, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed on the Company's website at the link: https://refexrenewables.com/ reports/policies/RRIL-Whistle-Blower-Policy-Vigil-Mechanism.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2023, and are operating effectively.

INTERNAL AUDITORS

The Company has appointed M/s. ASDS & Associates, Chartered Accountants (FRN. 016706S), as Internal Auditor of the Company, to ensure the effective functioning of internal financial controls and check whether the financial transaction flow in the organization is being done based on the approved policies of the Company.

The management based, on the internal audit observations gives its comments to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender.

Refex group has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder ("POSH Act").

Refex group has also set up Internal Complaints Committee(s) (‘ICCs') for each workplace, which is in compliance with the requirement of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with clear timeline.

All employees in the organization are being made to attend the POSH awareness sessions which also covers gender sensitization. There was no complaint received from any employee during FY23.

LISTING

The Equity Shares of the Company are listed on BSE Limited (‘BSE'), 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001 Maharashtra. The Scrip Code allotted by BSE is 531260.

The Company has paid annual listing fee for FY 2023-24 to the BSE Limited.

DEPOSITORY SYSTEM

As members are aware, the Company's shares are compulsorily tradable in the electronic form. As on March 31, 2023, 92.36% of the Company's total paid-up capital were in dematerialized form. In view of the numerous advantages offered by the Depository System, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories (NSDL or CDSL).

The ISIN allotted to the equity shares of the Company is INE332F01018.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit.

CREDIT RATINGS

The Company had not obtained any credit rating from any agencies during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

A. Change in nature of business

The Company has not undergone any change in the nature of the business during FY23.

B. Material changes and commitments, if any, affecting the financial position of the Company

There were no adverse material changes or commitments that occurred between the end of the financial year and the date of this report, which may affect the financial position of the Company or may require disclosure.

The impact on the financial results for the year ended March 31, 2023 because of any events and developments beyond the date of this report may differ from that estimated as at the date of approval of this Report and will be recognized prospectively.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management Discussion and Analysis.

SIGNIFICANT DEVELOPMENTS

The Company has disclosed all developments happened during the year under review, in this Annual Report.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Companies Act, 2013 (including the rules made

GENERAL SHAREHOLDERS' INFORMATION

thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2022 to March 31, 2023. Some parts of the Non-Financial Information included in this Board's Report are provided as on the date of this Report.

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, Financial Statements and other communication in electronic forms.

Your Company is sending the Annual Report including the Notice of Annual General Meeting, Audited Financial Statements, Directors' Report along with their annexures etc. in the electronic mode to the shareholders who have registered their E-mail IDs with the Company and/or their respective Depository Participants (DPs).

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses, so that all communication with them can be made in electronic mode and we can make some contribution to protect the environment. Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company/RTA, by sending a letter, duly signed by the first/sole holder quoting details of Folio Number.

No of shares No. of Shareholders Percentage No. of Equity Shares Percentage
Up to 1,000 989 88.78 1,73,141 3.86
1,001 – 2,000 48 4.31 75095 1.67
2,001 – 3,000 23 2.06 56510 1.26
3,001 – 4,000 7 0.63 25423 0.57
4,001 – 5,000 2 0.18 8,858 0.20
5,001 – 10,000 20 1.80 1,54287 3.44
Above 10,000 25 2.24 3996586 89.01

Grand Total

1114 100.00 44,89,900 100.00

 

Shareholding in Physical and Demat form as on 31st March, 2023 No. of Shares Percentage
In Physical Form 3,43,110 7.64
In Dematerialized Form 41,46,790 92.36

Total

44,89,900

100.00

 

No. of shareholders whose shares as on 31st March, 2023 are in Physical & No. of Shareholders Percentage
Demat form:
In Physical Form 314 28.19
In Dematerialized Form 800 71.81

Total

1114

100.00

Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers at all levels and for their dedication and loyalty, which has been critical for the Company's success.

ACKNOWLEDGEMENTS

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Company's resources for sustainable and growth. Your Directors wish to place on record their appreciation for the valuable co-operation and support received from Ministry of Railways, Ministry of Defence, Government of India, Governments of various States/ Union Territories and other stakeholders such as, shareholders, customers and suppliers, among others.

The Directors thank HDFC Bank Limited, State Bank of India, Axis Finance Limited, Indian Renewable Energy Development Agency Limited, Tata Cleantech Capital Limited, Power Finance Corporation Limited and other Banks for all co-operations, facilities and support they have extended to the Company as a whole. Your Directors acknowledge the continued trust and confidence you have reposed in the Company. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors of

Refex Renewables & Infrastructure Limited

Kalpesh Kumar Anil Jain
Place: Chennai Managing Director Director
Date: August 11, 2023 DIN: 07966090 DIN: 00181960