DIRECTORS REPORT
To
The Members,
The Board hereby presents the 43rd Annual Report along with Audited Statements of Accounts for the
Financial Year ended March 31, 2023.
FINANCIAL SUMMARY
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Particulars
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Amount In Lakhs
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2022-23
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2021-22
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Income:
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|
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Revenue from operations
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642.67
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521.83
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Other Income
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184.38
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185.39
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Total Revenue (I)
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827.05
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707.22
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Expenses:
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Cost of Goods Sold
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360.40
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361.12
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Employee benefit expense
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53.50
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52.87
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Other expenses
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210.70
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117.57
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Total (II)
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624.60
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531.56
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Earning/(loss) before interest, tax, depreciation and amortization
(EBITDA) (I) - (II)
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202.45
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175.66
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Depreciation and amortization expense
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75.89
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99.60
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Finance cost
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0.06
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0.07
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Profit for the year
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126.50
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75.99
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Exceptional items
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145.74
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0.00
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Profit before tax
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(19.24)
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75.99
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Current tax
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22.75
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12.00
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Deferred tax
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(47.33)
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(15.71)
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Profit after tax
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5.34
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79.70
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Total comprehensive income for the year
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2.28
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83.29
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Net Worth
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6368.53
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6363.19
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DIVIDEND
In view of further expansion, directors do not recommend any dividend on equity shares for the year
ended on 31st March, 2023.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for Financial year 2022-2023, after all
appropriation and adjustments was Rs. 2.28 Lakhs.
OPERATIONS
The main operations of the Company is to create infrastructure development facilities for the installation
of Wind Turbine Generator. As one of the pioneer in the field of renewable energy, Company is very well
positioned to take advantage of ever increasing demand for the renewable energy resources. In view of
this development, your Directors are hopeful to achieve better results in the coming years.
CORPORATE GOVERNANCE
As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and
management discussion and analysis are attached, which form part of this report.
PERFORMANCE
The turnover of the Company for the year under review is Rs. 642.67 Lakhs as against Rs. 521.83 Lakhs in
the previous year. Your Directors are hopeful to improve & increase the growth rate in turnover and
profitability in current year.
Net Profit before tax for the year under review is Rs. -19.24 Lakhs as against Rs. 75.99 Lakhs in the
previous year. Net Profit after tax is at Rs. 5.34 Lakhs as against Rs. 79.70 Lakhs in the previous year.
FUTURE PROSPECTS
Technological advancements and supportive policy measures have the ability to dramatically increase the
future of wind energy development in our nation and our world. Wind power has the unique ability to
provide even greater sources of distributed energy production, which means less risk and a stronger
energy portfolio. Our Policy framework in wind energy generation is extremely investor-friendly and an
attractive tariff and regulatory regime provide a strong foundation for the growth of the sector.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the management of the Company. The
Company has received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under the Companies Act, 2013 and the Listing
Agreement.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried
out an annual performance evaluation of its own performance, and of the directors individually, as well
as the evaluation of its compliance committees. The manner in which the evaluation has been carried out
has been explained in detail in the Corporate Governance Report, which forms part of this Annual
Report.
The following policies of the Company are annexed to this report:
1) Policy for selection of Directors and determining Directors independence (Annexure I); and
2) Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure II).
SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to be a subsidiary, joint venture or associate during the financial year
2022-23.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b) They have 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 as at March 31, 2023 and of the Profit and Loss of the Company for the year ended on
that date;
c) They have 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;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis. Directors draw
attention of the members to note no. 37 to the financial statement which sets out related party disclosures.
AUDITORS & AUDITORS' REPORT
Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants in the Annual
General Meeting held on September 30, 2022 for a period of five years to hold office till the conclusion of
the 47th Annual General Meeting of the Company. They have confirmed their eligibility and they are not
disqualified for appointment.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s. Nidhi Shah & Associates, Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended
March 31, 2023 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
DISCLOSURES
Audit Committee
The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta
(Chairman), Mr. Mitesh J. Kuvadia (Member) and Mr. Bhavin S. Shah (Member). All the
recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the
Listing Agreement, comprises of senior executives of the Company. Protected disclosures can be made by
a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit
Committee.
Meetings of the Board
Six meetings of the Board of Directors were held during the year. For details of the meetings of the board,
please refer to the corporate governance report, which forms part of this report.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided are provided in
the notes to the Financial Statements.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
As required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies
(Accounts) Rules, 2014, details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
A) Conservation of energy:
Energy conservation is an area of priority and the Company has made all efforts to ensure continuous
monitoring and improvement in energy consumption in all its offices.
(B) Technology absorption:
Being in the business of providing clean energy, the Company is constantly looking at innovation and
technology absorption to increase production efficiency in its business.
(C) Foreign Exchange Earnings and Outgo:
During the current period, there was no Foreign Exchange Earning. Also, the Company has not incurred
any expenditure towards Foreign Exchange during this period.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to this Report.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith marked as Annexure V to this Report.
No disclosure or reporting is required in terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as there are no employees drawing remuneration in excess of the limits set out in the said rules.
Corporate Social Responsibility
The Company is not required to constitute Corporate Social Responsibility Committee in terms of the
provisions of Section 135 of the Companies Act, 2013.
Material changes and commitments affecting financial position between the end of the financial year
and date of the report
There has been no material changes and commitment 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.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government authorities and members during the year
under review. Your Directors also wish to place on record their deep sense of appreciation for the
committed services by the Company's executives, staff and workers.
By Order of the Board of Directors
For Veer Energy & Infrastructure LimitedSd/- Sd/-
Yogesh M. Shah Bhavin S. Shah
Place: Mumbai Chairman & Managing Director Director
Date: 14th August, 2023 DIN: 00169189 DIN: 03129574
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