Ravindra Energy Ltd

Ravindra Energy Limited (formerly Ravindra Trading and Agencies Limited) is a public company incorporated in the year May 28, 1980 situated in the State of Karnataka. The Company and its subsidiaries were principally engaged in the business of trading of coal, installation and commissioning of rooftop, ground mount and photovoltaic solar systems, selling of solar systems for water pumping, generation and sale of power. The Company has 19 subsidiary companies as on March 31, 2019 including 15 Limited Liability Partnerships.In FY2015, the Company entered into the business of installing solar photovoltaic (PV) power packs at existing irrigation pumps at various locations in the state of Karnataka. The Company has so far installed 67 solar PV packs.During FY15, the Board of Directors approved the Scheme of Amalgamation of subsidiaries namely, Vantamuri Trading and Investments Limited and NandurSugars Limited with the Company.During the year 2015, the Company participated in Karnataka Small Farmer Solar Policy. Government of Karnataka, invited applications for up to 3 MW ground mounted grid connected systems and the Company through farmers received 1 to 3 MW allocations.During the year 2016, 48,55,000 equity shares of Rs. 10/ each, partly paid to the extent of Rs. 2.50/ per share, have been made fully paid i.e. paid to the extent of Rs. 10/ each, resulting in increasing paid up share capital of the Company from Rs. 1,142.81 million to Rs. 1,179.23 million.In FY 2016, the Company had made application to the BSE Limited pursuant to Clause 24(f) of the Listing Agreement for approval of Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited with the Company. BSE Limited issued No Adverse Observation letter on February 29, 2016. The Company is in the process of making Application to the Honble High Court, for convening the meetings of shareholders and creditors.The Company changed its registered office from BC 105, Havelock Road, Camp, Belgaum 150 590001, Karnataka, India to BC 109, Davidson Road, Camp, Belgaum 590001, Karnataka, India, with effect from June 1, 2016.In FY201516, the Company however, so far installed and commissioned 281 Solar Photo Voltaic (PV) Power Pumping Systems at existing irrigation wells at various locations in the state of Karnataka. The Company had target to install and commission 750 Solar Photo Voltaic (PV) Power Pumping Systems, during the financial year 201617. The Company won short term eprocurement tender for supply, installation, testing, commissioning and five years comprehensive maintenance of 1530 number of AC/DC Solar Water Pumping Systems of 5 HP capacities with remote monitoring facility at the project sites of farmers in the districts of Karnataka floated by Karnataka Renewable Energy Development Limited (KREDL), Government of Karnataka in FY1617.In FY201516, the Company commissioned and synchronised with Hubli Electricity Supply Company Limited (HESCOM) grid, following roof top PV systems a. 150 kWp at CBSE School, Kokatnur, Taluka Athani, Distt. Belgaum in February 2016. b. 498 kWp at Sports School, Chandargi, Taluka Ramdurg, District Belgaum in the month of June 2016. Survey and technical feasibility study has been completed for installation of roof top PV systems at various places in state of Karnataka of the capacity aggregating to over 3500 kWp.The Company entered into Engineering, Procurement and Construction contracts for setting up 1 to 3 MW Solar Power Projects with 18 parties aggregating to 41 MW, in the state of Karnataka, having total contract value of Rs. 287 crores in FY201617.In FY1516, the Company entered into operation and maintenance contracts for providing operation and maintenance service of the power project subsequent to completion of erection of ground mounted 1 to 3 MW Solar Power Project on annual contract sum basis aggregating to 41 MW, having total contract value of Rs. 430.50 lakhs per year. During the year 201516, however, Minerales Elefante S.A.S. cease to be a Companys subsidiary.During the year 201516, the Company transferred its entire stake held in Renuka Global Minerals (Mauritius) to Renuka Energy Resource Holdings FZE (UAE) a 100% overseas subsidiary.During FY201617, the Company so far installed and commissioned 407 Solar Photo Voltaic (PV) Power Pumping Systems at existing irrigation wells at various locations in the state of Karnataka and 105 numbers are under various stages of commissioning.Under Karnataka Renewable Energy Development Limited (KREDL), the Company is awarded the work of supply, installation, testing, commissioning and five year comprehensive maintenance of 1530 numbers of AC/DC Solar Water Pumping Systems of 5 HP capacities. The Company commenced the work of installation and so far 55 numbers have been commissioned and 62 numbers of pumps are at various stages of commissioning in the year1617.In FY 201617, the Company signed Power Purchase Agreements/ EPC Agreements with various parties for setting up Solar Rooftop Photo Voltaic Systems of capacity aggregating to 4.61 MW. It won tender from Solar Energy Corporation of India (SECI) New Delhi for setting up Solar Rooftop Photo Voltaic Systems on Capex and RESCO basis in the states of Jammu Kashmir, Karnataka and Maharashtra of the aggregate capacity of 7 MW. In FY 201617, the Company had incorporated 11 special purpose vehicles in the form of Limited Liability Partnerships (LLP), partnering with farmers, for developing, designing, engineering and installing ground mounted, grid connected systems up to 1 to 3 MW, in the state of Karnataka, under Farmer Solar Policy of the Government of Karnataka, having aggregate capacity of 22 MW. The Company also entered into partnership agreements with four Limited Liability Partnerships, increasing Special Purpose Vehicles from 11 to 15 and aggregate capacity of the projects from 22 MW to 34 MW. The assignment of another project having capacity of 3 MW is pending before the Bangalore Electricity Supply Company Ltd for consideration. The Company through LLPs have installed, commissioned and synchronised to the grid 12 Ground Mount Solar Power Projects of the aggregate capacity of 29 MW, at various locations in Karnataka.During the year 201617, PT Jambi Prima Coal, PT Surya Global Makmur (Indonesian Companies) and Mineracoa Elefante LTDA (Brazil) cease to be subsidiaries of the Company. Further, PT Nagarta Coal Fields (Indonesia) and Renuka Global Minerals (Mauritius) cease to be subsidiaries after the balance sheet date.During FY1617, Vantamuri Trading and Investments Limited and Nandur Sugars Limited wholly owned subsidiaries have given notice of the scheme of their amalgamation with the Company, to the Registrar of Companies and Official Liquidator, pursuant to Section 233 (1) (a) of Companies Act, 2013.The Company incorporated a wholly owned subsidiary in the name of Rhibhu Rooftop Solar Solutions Limited on July 28, 2017 as a special purpose vehicle to enter into the business of rooftop solar and other powerrelated projects.PT Jambi Prima Coal (Indonesia) was an indirect material subsidiary company holding mining leases, engaged in the business of mining and sale of coal. Since it was in loss due to subdued international coal prices, the entire investment in said Company has been divested during the year 201617. In the annual general meeting held on September 30, 2016 the members approved the divestment, pursuant to Regulation 24(5) (6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.During the year under review, the Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited was approved by the Members, Secured and Unsecured Creditors at their respective meetings held on October 12, 2017. Accordingly, the Ministry of Corporate Affairs, Office of the Regional Director, Southeast Region, Hyderabad, passed an Order on November 22, 2017 pursuant to Section 233 of the Companies Act, 2013 and Rule 25(5) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 confirming Scheme of Amalgamation of Vantamuri Trading and Investments Limited and Nandur Sugars Limited into Ravindra Energy Limited. Further, on registration of the Scheme by the Regional Director, Vantamuri Trading and Investments Limited and Nandur Sugars Limited (the Transferor Companies) WhollyOwned Subsidiaries of the Company, are dissolved without the process of winding up.During FY 201718, the Company received applications pursuant to Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Shailesh Rojekar and Murkumbi Investments Private Limited, for reclassification/modification of their status in shareholding pattern of the Company. Shailesh Rojekar holding 250,000 equity shares of Rs. 10 each i.e. 0.20% of the total capital, whose name is included in Promoter and Promoter Group made application to the Company stating that he is not an immediate relative of the individual promoters, as defined in Regulation 2(1)(zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and thus does not fall into the category of Promoter and Promoter Group. He therefore made an application to the Company to reclassify/modify his status in the shareholding pattern by deleting his name from the category Promoter and Promoter Group and includes the same in Public Category. Further, Murkumbi Investments Private Limited, one of the promoters of the Company holding 3,20,83,110 equity shares of Rs. 10 each in the Company i.e. 26.27% of total share capital, transferred its entire holding to one of the existing promoters of the Company, by way of interse transfer after complying with all the applicable provisions of the SEBI Regulations. Since, the holding of Murkumbi Investments Private Limited in the Company, post transfer, reduced to zero, has made an application to delete its name and to reclassify/modify the shareholding pattern disclosed to the stock exchange pursuant Regulation 31A(1) of the SEBI (LODR) Regulations, 2015. The Board of the Directors of Company have approved the application of Shailesh Rojekar and Murkumbi Investments Private Limited, subject to the approval of shareholders of the Company in general meeting. No change in control of the Company would occur, if reclassification/modification as prayed for by Shailesh Rojekar and Murkumbi Investments Private Limited, were approved. The Company installed and commissioned 275 Solar Photo Voltaic (PV) Power Pumping Systems at existing irrigation wells at various locations in the state of Karnataka. Since, the Ministry of New and Renewable Energy (MNRE) and National Bank for Agriculture Rural Development (NABARD), withdrew the subsidies available on Solar Photo Voltaic (PV) Power Pumping Systems, the Company could install 350 systems during the year 201718.Karnataka Renewable Energy Development Limited (KREDL), allotted total 1263 numbers of pumps, of which the Company commenced the work of installation and so far 674 numbers have been commissioned and 589 numbers of pumps are at various stages of commissioning. The Company set a target to install and commission all 1530 numbers by the end of September 30, 2018.Under Maharashtra Energy Development Agency (MEDA), the Company successfully commissioned 101 solar AC DC pumps across various districts in the State of Maharashtra in FY 1718.During FY201718, the Company through its WhollyOwned Subsidiary i.e. Rhibhu Rooftop Solar Solutions Limited a Special Purpose Vehicle, signed Power Purchase Agreements/ EPC Agreements with various parties for setting up Solar Rooftop Photo Voltaic Systems. In addition to the existing projects of 646 kw, the new projects under SECI Scheme were successfully commissioned in the States of Karnataka and Maharashtra as under 1) Karnataka: EPC500 Kw 2) Maharashtra: EPC 750Kw OPEX1919Kw OPEX 1850Kw.During the year 201718, the Company had installed, commissioned and synchronised to the grid 15 Ground Mount Solar Power Projects of the aggregate capacity of 34 MW, at various locations in Karnataka.During the year 201718, PT Nagarta Coal Fields (Indonesia), Renuka Global Minerals (Mauritius) and PT. Bandargah Mandiangin Internasional (Indonesia), cease to be subsidiaries of the Company. During FY 201718, the Company had provided Corporate Guarantee in favour of ICICI Bank Limited, to secure the loan of USD 16 million, availed by Renuka Energy Resource Holdings (FZE), an overseas Wholly Owned Subsidiary of the Company. Since, Renuka Energy Resource Holdings (FZE), was unable to pay the loan amount, ICICI Bank Limited invoked the Corporate Guarantee provided by the Company, which as been duly discharged by the Company.During the year 201819, PT Renuka Coalindo TBK and PT Renuka Jambi, ceased to be subsidiaries of the Company.The Board of Directors in its meeting held on May 17, 2019 approved inprinciple the amalgamation of Agri Venture Trading and Investment Private Limited into Ravindra Energy Limited. Agri Venture Trading and Investment Private Limited is a WhollyOwned Subsidiary of the Company.During the year 201819, the Company received an amount of Rs. 106.58 million at the rate of Rs. 49 per share (including a premium of Rs. 40 per share) towards call money on 21,75,000 (1.28%) equity shares, partly paid up to the extent of Re. 1/ each. The Board of Directors in its meeting held on September 11, 2018 converted 21,75,000 (1.28%) partly paid equity shares in to fully paid equity shares of Rs. 10 each. Accordingly, the paid up share capital of the Company was increased to Rs. 1,198.80 million (including Rs2.50 million on shares forfeited). On conversion of partly paid equity shares to fully paid equity shares, the Company made listing application to BSE Limited. BSE Limited granted listing and trading approval for the said shares vide letters dated October 5, 2018 and October 15, 2018, respectively. During the year 201819, the Company forfeited 25,00,000 equity shares of Rs. 10 each partly paid to the extent of Re. 1/ each, for nonreceipt of call money on the said shares. A total amount of Rs. 122.50 million i.e. Rs. 49 per share (including a premium of Rs. 40 per share) was unpaid on such partly paid shares.During the year 2019, the Company had received an amount of Rs. 1.5 million from Vidya Murkumbi, Director of the Company. Pursuant to the provision to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 Vidya Murkumbi Executive Chairperson of the Company, has given declaration in writing to the effect that the amount is not being given out offunds acquired by her by way of borrowing or accepting loans or deposits from others. The said amount was received for a very short period and was repaid during the year. The Company through its WhollyOwned Subsidiary i.e. Rhibhu Rooftop Solar Solutions Limited a Special Purpose Vehicle (SPV), has signed Power Purchase Agreements/EPC Agreements with various parties for setting up Solar Rooftop Photo Voltaic Systems. In addition to the existing projects of 6,160 kw, the new projects under the SECI Scheme were successfully commissioned in the State of Karnataka and Maharashtra are detailed as under 1) Karnataka: EPC840 Kw 2) Maharashtra: EPC 464Kw OPEX2576Kw OPEX 2336Kw in FY201819.In FY 201819, the Company by partnering in Limited Liability Partnerships, has set up 34 MW Ground Mount Solar Power Projects and has also successfully installed, commissioned and synchronised 0.486 MW power Project under a Power Purchasing Agreement with the MADC Shiridi Airport Authorities for developing, designing engineering and installing ground mounted, grid connected systems at Shirdi International Airport, Pimpari Lokai Shirdi, Ahmednagar 423107 Maharashtra. The Company has installed, commissioned and synchronised to the grid a total of 16 Ground Mount Solar Power Projects of the aggregate capacity of 34.486 MW, at various locations in Karnataka and Maharashtra. During the year 201819, the Company made additional investment in the capital of 10 Limited Liability Partnerships thereby increasing the investment to 99% in the said Limited Liability Partnerships. Further, the Board of Directors resolved to make additional investment in the remaining 5 Limited Liability Partnerships to the extent of Rs. 1/million.Pursuant to Scheme of Amalgamation sanctioned by the Honble High Courts of Karnataka and Bombay, Shree Renuka Energy Limited (SREL) was amalgamated into Ravindra Energy Limited with effect from March 18, 2014. SREL was dissolved without winding up on the effective date. Proceedings have been initiated against SREL and its then Directors, for alleged violation of Section 64 (2) of the Companies Act, 1956. The Company being the transferee company, show cause notice of SREL was addressed to Rs the Company, by SEBI, under sections 11, llB and 11(4) of the Securities and Exchange Board of India Act, 1992 and Regulation 107 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 in the matter of Shree Renuka Energy Limited (now Ravindra Energy Limited). The Company and the then Directors of SREL have made application for settlement of the matter, pursuant to SEBI (Settlement Proceedings) Regulations, 2018, pending regular proceedings against the parties. Securities and Exchange Board of India (SEBI) had initiated action against previous promoters and the company alleging nondisclosure, under SEBI Takeover Regulation, 1997. The Adjudication Officer of SEBI passed an order on August 9, 2018 levying penalty of Rs. 9/ lakhs. The then promoters and Company being the party to the proceedings have preferred appeal to Securities Appellate Tribunal, challenging the order. The previous promoters will pay the fine if confirmed by Securities Appellate Tribunal.