Dear Shareholders,
Your Directors are pleased to present this 14th Annual Report on the
business and operation of your Company together with Audited Financial Statements for the
year ended March 31, 2023.
1. FINANCIAL PERFORMANCE:
The Audited Financial Statements of the Company as on March 31, 2023, are prepared in
accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations) and the provisions of the Companies Act, 2013
("Act).
The summarized financial highlight is depicted below:
R In lakhs
Particulars |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
Revenue from operations |
43,382.68 |
25,038.39 |
43,782.25 |
25,038.39 |
Other Income |
455.78 |
346.47 |
456.42 |
346.47 |
Total Income |
43,838.46 |
25,384.86 |
44,238.67 |
25,384.86 |
Expenditure |
(36,463.48) |
(21,614.13) |
(36,681.73) |
(21,643.12) |
Profit Earnings before interest, tax, depreciation and amortization
(EBITDA) |
7,374.98 |
3,770.73 |
7,556.94 |
3,741.74 |
Finance Cost |
(540.60) |
(432.07) |
(540.68) |
(432.15) |
Depreciation |
(516.53) |
(446.12) |
(519.03) |
(563.19) |
Profit Before Taxation |
6,317.86 |
2,892.55 |
6,497.24 |
2746.41 |
Share of Profit/(Loss) from an associate |
- |
- |
(113.55) |
- |
Tax expenses |
(1,936.26) |
(800.32) |
(1,992.87) |
(919.66) |
Profit for the period |
4,381.60 |
2,092.23 |
4,390.82 |
1,826.75 |
(Previous period/year figures have been re-grouped/re-classified wherever required) a.
There has been no change in nature of business of your Company.
2. PERFORMANCE HIGHLIGHTS:
Consolidated:
Total revenue from operations of the Company for the financial year 2022-23 stood at ?
43,782.25 lakhs as against ? 25,038.39 lakhs for the financial year 2021-22, showing an increase
of 75%.
EBITDA for the financial year 2022-23 stood at ? 7,556.94 lakhs as against ? 3,741.74
lakhs for the financial year 2021-22, showing an increase of 102%.
Profit after tax for the financial year 2022-23 stood at ? 4,390.82 lakhs as against ?
1,826.75 lakhs for the financial year 2021-22 showing an increase of 140%.
Standalone:
Total revenue from operations of the Company for the financial year 2022-23 stood at ?
43,382.68 lakhs as against ? 25,038.39 lakhs for the financial year 2021-22, showing an increase
of 73%.
EBITDA for the financial year 2022-23 stood at ? 7,374.98 lakhs as against ? 3,770.73
lakhs for the financial year 2021-22, showing an increase of 96%.
Profit after tax for the financial year 2022-23 stood at ? 4,381.60 lakhs as against ?
2,092.23 lakhs for the financial year 2021-22 showing an increase of 109%.
Annual Performance:
Details of your Company's annual financial performance as published on the Company's
website, after declaration of annual financial results, can be accessed using the
following link: https://kpenergy.in/kpedata/assets/uploads/
KPE_Q4FY23_Investor%20Presentation.pdf
3. DIVIDEND AND RESERVES:
During the year under review, the Board of Directors of the Company declared an
interim dividend of ? 0.25 paisa (2.50%), ? 0.20 paisa (2.00%), and ? 0.25 paisa
(2.50%) respectively in the meeting of the Board of Directors held on August 12, 2022,
October 19, 2022, and January 30, 2023, aggregating to R 0.70/- (7.00%) per equity
share having a face value of ? 10/- each on the paid-up equity share capital of the
Company. Further, the Company has not declared or recommended a final dividend for the
financial year 2022-23.
The Company has transferred the whole amount of Profit to Reserve and surplus account
as per attached audited Balance sheet for the year ended March 31, 2023.
4. CHANGES IN SHARE CAPITAL:
During the year under review, the members of the Company has passed an ordinary
resolution through postal ballot dated Monday, February 6, 2023, for alteration in the
Share Capital of the Company by way of sub-division/split of existing equity share of
the Company from 1 (One) equity share having face value of ? 10/- (Rupees Ten only) each,
fully paid-up into 2 (Two) equity shares having face value of ? 5/- (Rupees Five only)
each fully paid-up.
The Authorized Share Capital of the Company is ? 12,50,00,000/- (Rupees Twelve
Crores Fifty lakhs only) divided into 2,50,00,000 (Two Crores Fifty lakhs) Equity Shares
of ? 5/- (Rupees Five only) each.
The Paid-up Share Capital of the Company is ? 11,11,50,000/- (Rupees Eleven Crores
Eleven lakhs Fifty Thousand Only) divided into 2,22,30,000 (Two Crore Twenty-Two Lac
Thirty Thousand) equity shares of ? 5/- (Rupees Five only).
Subsequently, the National Securities Depository Limited and Central Depository
Services Limited ("Depositories)
issued and activated new ISIN INE127T01021 for the Equity shares of the Company.
5. AMOUNT OF UNPAID/UNCLAIMED DIVIDEND TRANSFER TO UNPAID DIVIDEND ACCOUNT OF THE
COMPANY:
During the financial year 2022-23, Company has transferred an amount of ? 62,933.15/-
against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Company has paid
the dividend after verification of the claims received from the shareholders, from the
unpaid Dividend Account. The Statement of unpaid/unclaimed dividends as on March 31, 2023
is uploaded on the Company's website www.kpenergy.in.
No funds were required to be transferred to Investor Education and Protection Fund
(IEPF) during the year under review.
6. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules,
2014 during the year under review. Hence, the requirement of providing details relating to
deposits as also of deposits which are not in compliance with Chapter V of the Act, is not
applicable.
7. CREDIT RATING:
The CARE has reaffirmed the credit rating for Long-term bank facilities and Short-term
bank facilities of the Company as CARE BBB; Stable/CARE A3+. The Summary of Rating action
is as follows:
Facilities/Instruments |
Amount (^ crore) |
Rating |
Long-term bank facilities |
92.79 (Enhanced from 27.79) |
CARE BBB; Stable |
Long-term/Short-term bank facilities |
31.00 |
CARE BBB; Stable/CARE A3+ |
Total |
123.79 |
- |
8. QUALITY INITIATIVES:
The Company fulfills the requirements of the standards, all certificates of ISO
certified from Deutsch Quality System (DQS) India, partner of UL (Underwriters
Laboratories) LLC, a global safety certification Company having head quarter in
Northbrook, Illinois, United States for ISO 9001:2015 (Quality Management System), ISO
14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health &
Safety Management System).
9. EMPLOYEE STOCK OPTION PLAN:
Your Company approved the Employee Stock Option Scheme to reward its employees for
their past association and performance. The scheme named as 'K.P. Energy Limited Employee
Stock Option Plan Tranche - I' ('Scheme') was recommended by the Board of Directors on
August 28, 2017 which was approved by the Shareholders vide special resolution on
September 23, 2017. During the financial year 2022-23, the Company has not granted any
Stock Options under the Employee Stock Option Scheme and there were no Stock Options
outstanding as on March 31, 2023. Hence, there are no disclosures provided, as required
under Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year 2022-23, there have been no material changes and commitments
except as specifically disclosed by the Company, which affects the financial position of
the Company which have occurred between the end of the financial year to which the
Financial Statements relate and the date of this Report.
11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
Board of Directors:
As of March 31, 2023, your Company's Board comprises eight (8) members, consisting of
one (1) Managing Director, one (1) Whole-Time Director, four (4) Independent Directors,
and two (2) Non-Executive and Non-Independent Directors. The Board has Two Woman
Directors.
In accordance with the provisions of Section 152 and other applicable provisions of the
Act, Mrs. Bhadrabala Dhimant Joshi (DIN: 07244587) is liable to retire by rotation and
offer herself for
re-appointment as Director of the Company. Afte considering recommendations of Board
anc Nomination and Remuneration Committee, the Members of the Company at the ensuing Annua
General Meeting may re-appoint Mrs. Bhadrabal; Dhimant Joshi (DIN: 07244587) as Director
of the Company. Brief profile of Mrs. Bhadrabala Dhiman Joshi has been given in the Notice
convening the 14th Annual General Meeting. During the yea 2022-23, there were
changes in Directors/Ke' Managerial Personnel as stated below:
a. Dr. Neethimani Karunamoorthy (DIN: 01660111 has been appointed as an Additional
Directo (Non-Executive Independent) w.e.f. March 26 2022 and has been regularized as
Non-Executive Independent Director in the Extra Ordinar' General Meeting held through
Postal Ballot on June 01, 2022.
b. Mr. Vendhan Ganesan Mudaliar resigned from the post of Non-Executive Independent
Director of the Company w.e.f. July 6, 2022.
c. Mrs. Venu Birappa (09123017) has been appointed as an additional director
(Non-Executive Independent) w.e.f. July 6, 2022 and has beer regularized as Non-Executive
Independen Director in the 13th Annual General Meeting held on September 29,
2022.
d. Mr. Ashish Ashwin Mithani (DIN: 00152771) resigned from the post of Non-Executive
Non-Independen Director of the Company w.e.f. September 8, 2022
e. Mr. Rajendra Kundanlal Desai (DIN: 00198139 was appointed as an additional
Non-Executive Independent Director of the Company in th Board Meeting held on November 10,
202; and was subsequently regularized as Directo (Non-Executive Independent) in Extra
Ordinar General Meeting of the Company held through Postal Ballot on February 6, 2023.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independen Directors of the Company and the Board is satisfied of
th integrity, expertise, and experience (including proficienc' in terms of Section 150(1)
of the Act and applicable rule: thereunder) of all Independent Directors on the Board
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank o Independent Directors maintained with the
Indian Institute of Corporate Affairs.
As on the date of this report, pursuant to th recommendation of Nomination and
Remuneration Committee, Mr. Afzal Harunbhai Malkani was appointed a: an Additional
Director (Non-Executive Non-Independent by the Board of Directors w.e.f. August 10, 2023.
The regularization of Mr. Afzal Harunbhai Malkani as Directo (Non-Executive
Non-Independent) will be placed before the shareholders at the ensuing Annual General
Meeting o the Company.
Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company pursuant to Section 2(51)
and 203 of the Act:
1. Dr. Farukbhai Gulambhai Patel, Managing Director
2. Mr. Affan Faruk Patel, Whole-Time Director
3. Mr. Karmit Haribhadrabhai Sheth,
Company Secretary and Compliance Officer
4. Mr. Pravinkumar Singh, Chief Financial Officer
12. DECLARATION BY AN INDEPENDENT DIRECTOR(S):
Pursuant to Section 149 and other applicable provisions of the Act, the Company has
received declarations from the Independent Directors of the Company confirming that they
continue to meet the criteria of independence as prescribed under Section 149(6) of the
Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company's code of conduct.
13. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that
of its Committees and Individual Directors as per the formal mechanism adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee. The performance evaluation of the Chairman, the
Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors. The performance evaluation was carried out through a structured evaluation
process covering various aspects of the Board functioning such as composition of the Board
& committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
During the year under review, the Company has also conducted two (2) programs for
familiarization of the Independent Directors on different aspects.
14. MEETINGS OF BOARD OF DIRECTORS:
The Board of Directors met Eleven (11) times during the year under review. The details
of board meetings and the attendance of the Directors are provided in the Corporate
Governance Report which forms part of this Report.
15. INDEPENDENT DIRECTORS AND THEIR MEETING:
The Independent Directors met on March 29, 2023, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
16. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The details of various committees constituted by the Board, including the committees
mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations,
are given in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
17. AUDITORS AND AUDITOR'S REPORT:
Statutory Auditors:
Pursuant to the provisions of Section 139 and any other applicable provisions and the
Rules framed thereunder, if any, of the Act (including any statutory modification(s) or
re-enactment thereof for the time being in force) read with Companies (Audit and Auditors)
Rules, 2014, as amended from time to time, M/s. MAAK and Associates, Chartered
Accountants, bearing Firm Registration No. 135024W were appointed as the statutory
auditors at the 12th Annual General Meeting of the Company held on September
30, 2021, for a term of 5 consecutive years commencing from the conclusion of 12th
Annual General Meeting till the conclusion of 17th Annual General Meeting to be
held for financial year 2025-2026. Further, they have confirmed their eligibility under
Section 141 of the Act and the Rules framed thereunder.
Statutory Auditors' Observations in Audit Report:
The Audit Report submitted by statutory auditors for the financial year ended March 31,
2023 does not contain any qualifications, reservations, adverse remarks or disclaimers.
Secretarial Auditor:
Pursuant to provisions of Section 204 of the Act and the Rules framed thereunder, if
any, of the Act (including any statutory modification(s) or re-enactment thereof for the
time being in force), on the recommendations of the Audit Committee, the Board of
Directors of the Company has appointed M/s. SJV & Associates, Practicing
Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit
for the Financial Year 2022-23 in Meeting of Board of Directors held on May 30, 2022. A
Secretarial Audit Report in 'Form MR-3' issued by M/s. SJV & Associates,
Practicing Company Secretary has been provided in an ANNEXURE-I which forms part of
this Report.
Secretarial Auditors' Observations in Secretarial Audit Report:
The Secretarial Audit Report issued by the secretarial auditor does not contain any
qualifications, reservations or adverse remarks or disclaimers.
Internal Auditor:
Pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014, on
the recommendations of the Audit Committee, the Board of Directors of the Company has
appointed
M/s. RHA & Co., Chartered Accountants (FRN.: 142551W) as an Internal Auditor of
the Company to undertake the internal Audit for the Financial Year 2022-23 in Meeting of
Board of Directors held on May 30, 2022.
Cost Auditor:
Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules
2014 and any other applicable provisions and the Rules framed thereunder, if any, of the
Act, the Company is required to maintain the cost accounts and records of the Company,
accordingly, on recommendation of the Audit Committee, the Board of Directors of the
Company has appointed M/s. Nanty Shah & Associates, Cost Accountants, Firm
Registration No. 101268, as Cost Auditor to prepare the Cost records and also undertake
the Cost Audit for the financial year 2022-23 in Meeting of Board of Directors held on May
30, 2022. Accordingly, after considering the recommendations of Audit Committee and Board
of Directors of the Company, the remuneration payable to the Cost Auditor shall be
ratified by the members at the ensuing Annual General Meeting.
Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditor(s), Internal Auditor and
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee or the Board under Section 143(12) of
the Act.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The brief details of the CSR Committee are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report. The CSR Policy is available on the
website of your Company at https://kpenergy.
in/kpedata/assets/uploads/Corporate%20Social%20 Responsibility%20Policy.pdf. The Report on
CSR activities is annexed as ANNEXURE-II to this report.
Further, the Chief Financial Officer of your Company has certified that CSR spends of
your Company for the FY 2022-23 have been utilized for the purpose and in the manner
approved by the Board of Directors of the Company.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31, 2023, your Company has Six (6) subsidiary companies, One (1) associate
Company and Six (6) project specific Special Purpose Vehicles (SPVs) in form of Limited
Liability Partnership.
The list of Subsidiaries and associates of the Company as on March 31, 2023, is forming
a part of Board's Report and the details under Section 129 of the Act read with rule 5 of
Companies (Accounts) Rules, 2014 regarding the performance and financial position of each
of the Subsidiaries/associate companies/joint ventures of the Company is provided in 'Form
AOC-1' under ANNEXURE-III which forms part of this report.
20. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a Section forming part of this
Integrated Annual Report.
21. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance practices. The Corporate
Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual
Report along with the required certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and Senior Management Personnel of your Company (Code of Conduct), who have
affirmed the compliance thereto. The Code of Conduct, is available on the website of your
Company at can be assessed using the link:
https://kpenergy.in/kpedata/assets/uploads/Code%20
of%20Conduct%20for%20Board%20of%20Directors%20 &%20Senior%20Management.pdf.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has put in place adequate, strong and effective internal control systems
with best processes commensurate with its size and scale of operations which ensures that
all the assets are safeguarded and protected and that the transactions are authorized
recorded and reported correctly. The internal audit covers a wide variety of operational
matters and ensures compliance with specific standard with regards to availability and
suitability of policies and procedures. During the year no reportable material weakness in
the design or operation were observed.
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has adopted a Whistle Blower Policy and has established the necessary
vigil mechanism for Directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation. The vigil
mechanism of the Company provides for adequate safeguards against victimization of
Directors and employees who avail of the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on
the website of the Company at https://kpenergy.in/kpedata/assets/uploads/Vigil%20
Mechanism.pdf.
24. ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023,
prepared in accordance with Section 92(3) of the Act, is made available on the website of
the Company at https://kpenergy.in/Annual-Return.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The provisions of Section 186 of the Act, with respect to loans, guarantees,
investments or security are not applicable to the Company as the Company is engaged in
providing infrastructural facilities and is exempted under Section 186 of the Act. The
details of loans, guarantees and investments made during the year under review are
disclosed in the financial statements.
26. RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financial year were
generally at arm's length basis and in the ordinary course of business and in accordance
with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations
and your Company's Policy on Related Party Transactions. All Related Party Transactions
are placed before the Audit Committee for its prior approval. An omnibus approval from
Audit Committee is obtained for the related party transactions which are repetitive in
nature.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE-IV of this
Report.
The Policy on Related Party Transactions is available on the Company's website and can
be assessed using the link: https://kpenergy.in/kpedata/assets/uploads/Policy%20
on%20Related%20Party%20Transanction.pdf
27. RISK MANAGEMENT:
Company's Risk Management Framework is designed to help the organization to meet its
objective through alignment of the operating controls to the mission and vision of the
Company. The Board of the Company is responsible for framing, implementing, monitoring,
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
The Risk Management Framework institutionalized strives to ensure a holistic, mutually
exclusive and collectively exhaustive, allocation of risks by identifying risks relating
to key areas such as operational, regulatory, business and commercial, financial, people,
etc. Using this framework, we aim to achieve key business objectives, both in the long
term and short term, while maintaining a competitive advantage.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The
Companies (Accounts) Rules, 2014, as amended is provided as Annexure-V of this
Report.
29. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of
the employees has received remuneration above the limits specified in the rule 5(2)
& (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2022-23. Further, the disclosures pertaining to
remuneration and other details as required under Section 197(12) of the Act, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed in Annexure-VI.
30. BOARD POLICIES:
The details of various policies approved and adopted by the Board as required under the
Act and SEBI Listing Regulations are available on the website of your Company at
https://kpenergy.in/Code-and-Policies.
31. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company's policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act is available on the website of the Company at
https://kpenergy.in/kpedata/assets/uploads/Nomination,%20
Remuneration%20and%20Evaluation%20Policy.pdf
32. HEALTH, SAFETY & ENVIRONMENT POLICY:
The Company has recognized, health management, occupational safety and environment
protection (HSE) as one of the most important elements in the organization's sustainable
growth and has closely linked it to its cultural values. Company continually strives to
create a safe working environment by being responsive, caring and committed to the various
needs governing the security and well-being of employees. The HSE policy has been reviewed
by the Company and is also available on the Company's website at
https://kpenergy.in/kpedata/assets/uploads/Health-Safety- Environment%20Policy.pdf
33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our
Company has constituted Internal Complaints Committees as per requirement of the Act which
are responsible for Redressal of complaints relating to sexual harassment against woman at
workplace. During the year under review, the Company has not received any complaint
pertaining to sexual harassment.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
ability, state the following:
I. that in the preparation of the annual financial statements, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
II. that such accounting policies have been selected and applied them consistently and
judgements and estimates have been made 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
2022-23 and of the profit and loss of the Company for that period;
III. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;
V. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
VI. those proper systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors have devised proper systems and processes for complying with the
requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems were adequate and operating effectively.
36. GENERAL DISCLOSURES:
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events of these nature during the year under
review:
Issue of equity shares with differential rights as to dividend, voting or
otherwise;
Issue of Shares (Including Sweat Equity Shares) to employees of the Company
under any scheme;
Significant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company's operation in future;
No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016;
One-time settlement of loan obtained from the Banks or Financial Institutions;
Revision of financial statements and Directors' Report of the Company;
None of the Directors of the Company has been debarred or disqualified from
being appointed or continuing as a Director by SEBI/Ministry of Corporate
Affairs/Statutory Authorities;
Neither the Managing Director nor the Whole-Time Directors of the Company,
receives any commission from any of its subsidiaries.
37. ACKNOWLEDGEMENT:
The Directors wishes to express their gratitude to bankers, financial institutions,
government authorities, regulatory authorities, customers and suppliers, business
partners, shareholders and other stakeholders, and all others who are directly or
indirectly associated with the Company for their continued cooperation and support
throughout the year.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
your Company continues to grow and excel.
|
For and on behalf of the Board of Directors |
|
K.P. Energy Limited |
|
Farukbhai Gulambhai Patel |
Affan Faruk Patel |
Place: Surat |
Managing Director |
Whole-Time Director |
Date: August 29, 2023 |
DIN: 00414045 |
DIN: 08576337 |
|