Your directors are pleased to present this 30th ANNUAL REPORT of the Company together with the
Audited Accounts for the year ended 31st March 2025.
1. FINANCIAL HIGHLIGHTS
(fIn Lakhs)
|
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Total Income
|
2,349.43
|
2,853.41
|
3,580.99
|
4,094.51
|
|
Total Expenses
|
2,174.26
|
2,380.93
|
3,230.36
|
3,433.50
|
|
Profit Before Tax & Exceptional items
|
175.17
|
472.48
|
350.63
|
661.01
|
|
Exceptional items
|
-
|
105.00
|
-
|
105.00
|
|
Current & Prior Tax
|
82.25
|
62.47
|
147.30
|
62.48
|
|
Deferred Tax
|
76.72
|
(233.35)
|
76.72
|
(233.35)
|
|
Profit After Tax
|
16.20
|
538.36
|
126.62
|
726.89
|
During the year under review (2024-25), your Company’s total income achieved is ^3,580.99 Lakhs and
has earned profit of ^126.62 Lakhs on Consolidated basis during the year.
2. ANNUAL RETURN
For Annual Return click the Link mentioned herein https://indowind.co.in/wp-
content/uploads/2024/11/ANNUAL-RETURN-FY-2023-24.pdf
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, Eight (8) Board Meetings were held, the details of which are given in
the Corporate Governance Report. The intervening gap between any two meetings was within the period
as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and MCA circulars thereon.
4. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby
states that.
1. In the presentation of the Annual accounts, applicable standards have been followed and
there are no material departures.
2. The Directors have selected such accounting policies and apply 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 31st March 2025 and profit / Loss for the
Company for the year ended 31st March 2025.
3. The Directors have taken proper and sufficient care in the maintenance of adequate
accounting records in accordance with the provisions of the Act for safe guarding the assets
of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors, have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively and
6. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6) OF THE
COMPANIES ACT.2013
The Company has obtained a declaration from the independent directors that they meet the criteria of
Independence as provided in the section mentioned herein above.
6. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT. PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE
COMPANIES ACT. 2013
The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a
policy that inter alia provides the criteria for the selection and appointment of Directors, Key Managerial
Personnel, Senior Management, evaluation of their performance, and the remuneration payable to
them. The criteria for determining qualifications, positive attributes, and independence of Directors have
been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of
the company is available in the website of the Company at http://indowind.co.in/wp-
content/uploads/2024/05/rempolicy.pdf
7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no fraud on the Company by its
officers and employees had been noticed or reported during the year.
8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
The above-mentioned explanation is given in ANNEXURE I of the Report.
9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provision of section 186 of the
Companies Act, 2013. The details of the investments made by the Company are given in the notes to
the financial statements which forms part of this Annual Report.
10. TRANSACTIONS WITH RELATED PARTIES
Detailed information is provided with respect to the list of Related Parties under Notes on Accounts and
with respect to transactions with related parties, details are given in the format Form AOC-2. which
forms part of this report in ANNEXURE -II.
11. STATE OF THE COMPANY’S AFFAIRS:
As per the Management Discussion and Analysis Report.
12. DIVIDEND
Your Company has not declared any Dividend for the year ended 31st March 2025.
13. TRANSFER TO RESERVES
The Net Profit after tax is transferred to the reserves.
14. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year and the date of this Report.
15. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT.2013 AND ITS
COMPANIES (ACCOUNTS) RULES 2014
The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its
Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Foreign Exchange outgo are not applicable to your Company.
16. CORPORATE SOCIAL RESPONSIBILITY
The CSR activities are not applicable to the company for the financial year 2024-25.
17. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY
The company has developed and implemented risk management policy including identification therein
of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
18. BOARD EVALUATION:
Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board,
of its own performance and that of its committees and the individual Directors Schedule IV of the
Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 states 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 section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees. A structured questionnaire was
prepared after taking into consideration inputs received from the Directors, covering various aspects of
the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance. A separate exercise
was carried out to evaluate the performance of Individual Directors including the Chairman of the
Board, who were evaluated on parameters such as level of engagement and contribution, independence
of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The
Directors expressed their satisfaction with the evaluation process.
|
Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
|
|
the ratio of the remuneration of each director
to the median remuneration of the employees
of the company for the financial year;
|
|
|
|
NAME
|
DESIGNAT
ION
|
RATIO
|
|
|
Dr.K.S.
Ravindranath
|
Whole¬
Time
Director
|
11:1
|
|
Mr.N.K.Haribabu
|
Whole¬
Time
Director
|
7:1
|
|
Except the above-mentioned Directors, no other
director was in receipt of remuneration except sitting
fees.
|
|
|
(i) the percentage increase in remuneration
of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or
Manager, if any, in the financial year;
|
NIL
|
|
(ii) the percentage increase in the median
remuneration of employees in the financial
year;
|
8
|
|
(iii)average percentile increase already made
in the salaries of employees other than the
managerial personnel in the last financial year
and its comparison with the percentile
increase in the managerial remuneration and
justification thereof and point out if there are
any exceptional circumstances for increase in
the managerial remuneration;
|
7.83
|
|
the number of permanent employees on the
rolls of company
|
The number of permanent employees on the rolls of
company is 67.
|
|
Affirmation that the remuneration is as per the
remuneration policy of the company.
|
It is affirmed that the remuneration is as per the
remuneration policy of the Company.
|
|
Disclosure under 5(2) & 5(3)
|
Pursuant to the provisions of the second proviso to
Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
to the members of the Company. Any member
interested in obtaining such information may address
their email to bsharath@indowind.com .The said
information is available for inspection at the registered
office of the Company during working hours up to the
date of ensuing AGM.
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20. AUDIT COMMITTEE
The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. AH the
recommendations of the Committee were accepted by the Board.
21. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS - NIL.
22. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:
The Company has adopted the Code of Conduct for its Directors and Employees while performing their
duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by
Designated Persons has also been adopted by the Company as per the Guidelines issued by the
Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in
securities of the Company by the Designed persons while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed. All the
Directors, Key Management Personnel, and Senior Management Personnel are aware of the above code
and an annual confirmation on the compliance of the said codes has been received by the Company
from the concerned parties. The declaration to this effect made by the Managing Director is attached to
this report. The code of conduct of the Board of Directors and Senior Management Personnel and the
code for Insider Trading are available in the Company’s website.
23. VIGIL MECHANSIM POLICY:
As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil
mechanism for directors and employees to report genuine concerns through the whistle blower policy
of the Company as published in the website of the Company. As prescribed under the Act and the
Listing Regulations, provision has been made for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases.
24. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD,
(IPPL)
The Statement containing salient features of the financial statement of Subsidiaries are given in Form
AOC-1 which is attached as ANNEXURE III.
25. STATUTORY AUDITORS
M/s. Venkatesh &co, Chartered Accountants, Chennai (ICAI Firm Registration No.004636S) was
appointed in the 27th Annual General Meeting and will hold the office up to the conclusion of 32nd
Annual General Meeting of the Company.
26. SECRETARIAL AUDIT
KRA & Associates, Practising Company Secretaries, is the secretarial auditor of the company for the
year under review and their report is attached with this in the format Form MR-3, which forms part of
this report in ANNEXURE -IV. There are no qualifications, reservations or adverse remarks or
disclaimers made in the Report.
Further as per Regulation 24A of SEBI LODR Regulations 2015, the Secretarial Audit Report of Material
Subsidiary of the company namely INDOWIND POWER PRIVATE LIMITED is also annexed in the above-
mentioned ANNEXURE IV.
27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards,
namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
28. DISCLOSURES UNDER RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014
i. Change in nature of business, if any: NIL
ii. Name of Companies that have become or ceased to be its subsidiaries, Joint Ventures or
associate companies during the year:
NIL
iii. Statement regarding opinion of the board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year:
Not Applicable.
iv. Details of directors or key managerial personnel who were appointed or have resigned
during the financial year
|
SNO.
|
DIRECTOR/KMP
|
DATE OF APPOINTMENT/ CESSATION
|
|
1.
|
Dr.K.S.Ravindranath
Whole-Time Director
|
Reappointed w.e.f 1st November 2024.
|
|
2.
|
Ms.Rachana Hingar
Company Secretary and Compliance Officer
|
Cessation w.e.f 02/07/2024
|
|
3.
|
Mr. N K. Haribabu
Whole-Time Director
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Reappointed w.e.f 07/06/2024.
|
|
4.
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Mr.B.Sharath -
Company Secretary and Compliance Officer
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Appointed on 03/07/2024.
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v. The details relating to deposits, covered under Chapter V of the Act-
During the year under review the company has not accepted any deposits from the public
within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of
Deposits) Rules, 2014.
vi. The details of deposits which are not in compliance with the requirements of Chapter V of
the Act;
Not applicable.
vii. The details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Internal Audit function is carried out by an independent firm of
Chartered Accountants. The scope and authority of the Internal Audit function is defined by the
Audit Committee. The Internal Audit Reports are placed before the Audit Committee on a
quarterly basis for its scrutiny and suggestions, if any. The Internal Auditor attends the Audit
Committee meetings. The Internal Auditors monitor and evaluate the efficacy and adequacy of
the internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the Report of the Internal
Auditors, the Company undertakes corrective action in the respective areas and strengthens
controls.
viii. Disclosure, as to whether maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013:
Not Applicable.
ix. Statement that the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has formed Internal Complaints Committee and Sexual Harassment Policy in
accordance with the provisions of “The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013”. Internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
We would like to further add that the Company provides a conducive work environment in terms
of sexual harassment for the women employees and has sufficient checks to provide protection
against sexual harassment of women at workplace.
Details of Sexual Harassment cases are following:
|
S.no
|
Particulars
|
Details
|
|
1.
|
Number of Sexual Harassment Complaints received
|
NIL
|
|
2.
|
Number of Sexual Harassment Complaints disposed off
|
NA
|
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3.
|
Number of Sexual Harassment Complaints pending beyond 90 days.
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NA
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x. Disclosure under the Insolvency and Bankruptcy Code, 2016
There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year.
xi. the details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof
Not Applicable.
xii. statement by the company with respect to the compliance of the provisions relating to the
Maternity Benefit Act 1961
The Company is committed to ensuring a safe, inclusive, and supportive work environment for
all employees. The Company has complied with the provisions of the Maternity Benefit Act,
1961, and extends all benefits and protections under the Act to eligible employees. Adequate
internal policies and procedures are in place to uphold the rights and welfare of women
employees in accordance with the applicable laws.
xiii. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future /details of
application made or any proceeding pending under the insolvency and bankruptcy code
The High Court of Judicature at Madras, by its order dated 13.12.2024, dismissed the petition
filed by the Bank of New York Mellon [Comp. A/35/2021 in CP 172/2011 ] as withdrawn by the
petitioner.
You company has issued 2,14,66,956 (Two Crores Fourteen Lakhs Sixty-Six Thousand Nine Hundred
and Fifty-Six) fully paid-up Equity Shares of face value of Rs. 10 each (the “Rights Equity Shares”) for
cash at a price Rs. 22.50 per Equity Share (including a premium of Rs. 12.50 per Equity Share)
aggregating to Rs. 4,830.06 lakhs (Rupees Forty Eight Crores Thirty Lakhs and Six thousand only).The
issue period was from July 26, 2024, to August 05, 2024 on a rights basis to its eligible equity
shareholders in the ratio of 1 (One) Rights Equity Share for every 05 (Five) fully paid-up Equity Shares
held as on record date i.e. July 16, 2024..The issue resulted into subscription of 3,40,60,362 shares
resulting into subscription of 1.59 times. The Board approved the allotment on 12.08.2024 and have
received both Listing & Trading Approvals from Stock Exchanges.
Further in the Board Meeting held on 18th December 2024, the Board approved notice of Postal Ballot
for variation in objects of Rights Issue mentioned in Letter of Offer dated 10th July 2025 as mentioned
below.
|
OBJECTS OF THE ISSUE AS
PER LETTER OF OFFER
|
PROCEEDS
FROM THE
ISSUE
|
REVISED OBJECTS
|
AMOUNT
FUNDED FROM
THE NET
PROCEEDS
|
|
To invest for developing the 6
MW(DC) Solar Power Project at
Tamil Nadu (the “Power
Project”)
|
2,694.95
Lakhs
|
Investment in acquiring 3 MW wind farm
project in Karnataka, with generation of
about 65 lakhs unit per year under
normal conditions.
|
1,350 Lakhs
|
|
1.3 MW Wind Power Projects in the
state of Tamil Nadu with generation of
about 12 lakhs units per year & potential
to improve under normal conditions.
|
400 Lakhs
|
|
Settlement of LIC Loans to save interest
cost.
|
700 Lakhs
|
The proposed project in the LOF was delayed in implementation on account of grid availability
constraints. Consequently, the Company proposed to acquire wind farm projects which were already
operational, thereby immediately augmenting the revenue of the Company. This helped to improve
turnover from the current quarter itself. The Company continued to pursue completion of the solar
projects by other means, as and when grid approvals came through in its existing wind locations as per
the new Hybrid policies. Further, closure of loans availed from LIC of India improved the liquidity of the
Company, enabling it to utilize the funds for expansion.
On January 18th 2025, the shareholders approved the postal ballot for change in objects of Rights Issue
with requisite majority. Further the funds allocated for the new objects were utilized successfully within
the financial year ended 31st March 2025.
30. MERGER WITH IND ECO VENTURES LTD:
The Company has filed a petition before the Hon’ble National Company Law Tribunal (NCLT), Chennai
Bench, seeking approval for the proposed merger of its wholly owned subsidiary, IND ECO VENTURES
LIMITED (Transferor Company) with INDOWIND ENERGY LIMITED (Transferee Company). The merger,
once approved, is expected to bring greater synergies, strengthen operational efficiency, and enhance
overall business prospects. The petition is currently under consideration before the Hon’ble NCLT, and
the Company remains optimistic of a favourable outcome.
The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders,
Bondholders, Bankers, State Governments, Central Government and its agencies, statutory bodies,
suppliers, and customers, for their continued cooperation and excellent support extended to the
Company from time to time. Your directors place on records their utmost appreciation for the sincere
and devoted services rendered by the employees at all levels.
On behalf of the Board
for INDOWIND ENERGY LIMITED
DATE:12/08/2025 K.S RAVINDRANATH N.K. HARIBABU
WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR
DIN:00848817 DIN:06422543
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