The Board of Directors are pleased to present the 16th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024 (FY 2023-24).
Financial Performance:
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (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 summarised financial highlight is depicted below:
(' in lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
| |
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Revenue from operations
|
72,375.96
|
48,752.96
|
1,02,390.01
|
64,378.63
|
|
Other Income
|
578.71
|
322.83
|
691.55
|
324.84
|
|
Total Income
|
72,954.67
|
49,075.79
|
1,03,081.56
|
64,703.47
|
|
Expenditure
|
47,679.85
|
33,380.48
|
68,705.66
|
43,529.70
|
|
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)
|
25,274.82
|
15,695.31
|
34,375.90
|
21,173.77
|
|
Finance Cost
|
7,638.59
|
3,680.59
|
8,606.21
|
4,676.45
|
|
Depreciation
|
3,546.99
|
1,910.25
|
4,037.41
|
2,261.76
|
|
Extraordinary items/ Prior Period Items
|
30.54
|
46.13
|
30.54
|
48.59
|
|
Profit Before Taxation
|
14,058.70
|
10,058.34
|
21,701.74
|
14,186.97
|
|
Tax expenses
|
3,687.10
|
2,218.98
|
5,536.06
|
3,224.18
|
|
Profit for the period
|
10,371.60
|
7,839.36
|
16,165.68
|
10,962.79
|
1. Previous period/ year figures have been re-grouped/ re-classified wherever required.
2. There has been no change in nature of business of the Company
Performance Highlights:
Consolidated:
Total revenue of the Company for the financial year 2023-24 stood at '1,03,081.55 lakhs as against '64,703.47 lakhs for the financial year 2022-23, showing an increase of 59%.
EBITDA for the financial year 2023-24 stood at '34,375.90 lakhs as against '21,173.77 lakhs for the financial year 2022-23, showing an increase of 62%.
Profit after tax for the financial year 2023-24 stood at '16,165.68 lakhs as against '10,962.79 lakhs for the financial year 2022-23 showing an increase of 47%.
Standalone:
Total revenue of the Company for the financial year 2023-24 stood at '72,954.67 lakhs as against '49,075.79 lakhs for the financial year 2022-23, showing an increase of 49%.
EBITDA for the financial year 2023-24 stood at '25,274.82 lakhs as against '15,695.31 lakhs for the financial year 2022-23, showing an increase of 61%.
Profit after tax for the financial year 2023-24 stood at '10,371.60 lakhs as against '7,839.36 lakhs for the financial year 2022-23 showing an increase of 32%.
Dividend and Reserves:
During the year under review, the Board of Directors of the Company has declared an interim dividend of Re. 0.25 (2.50%) and Re. 0.25 (2.50%) aggregating to '0.50/ - (5%) per equity share
having a face value of '10/ - each on the paid-up equity share capital of the Company
Further, the Directors have recommended a final dividend of Re. 0.20 (2%) per equity share for the financial year 2023-24 for the approval of the shareholders' at the forthcoming 16th Annual General Meeting of the Company The dividend payout is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website at https://www.kpigreenenergy.com/policies-disclosures.html.
The Company has transferred the whole amount of Profit to retained earnings as per annexed audited Balance sheet for the year ended March 31, 2024.
Authorized and Paid-up Share Capital:
• Change in Authorised Share Capital:
During the year under review, pursuant to the shareholders' approval received in the 15th Annual General Meeting dated September 29, 2023, the Company has increase the authorised share capital of the Company from '40,00,00,000/ - (Rupees Forty Crores) divided into 4,00,00,000 (Four Crores) Equity
Shares of '10/ - (Rupees Ten) each to '45,00,00,000/ -(Rupees Forty Five Crores) divided into 4,50,00,000 (Four Crores Fifty lakhs) Equity Shares of '10/ - (Rupees Ten) each by creation of additional 50,00,000 (Fifty lakhs) Equity Shares of '10/ - (Rupees Ten) each ranking pari passu with the existing Equity Shares.
During the year under review, pursuant to the shareholders' approval received by way of postal ballot dated February 7, 2024, the Company has increase the authorised share capital of the Company from '45,00,00,000/ - (Rupees Forty Five Crores) divided into 4,50,00,000 (Four Crores Fifty lakhs) Equity Shares of '10/ - (Rupees Ten) each to '70,00,00,000/ - (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of '10/ - (Rupees Ten) each by creation of additional 2,50,00,000 (Two Crores Fifty lakhs) Equity Shares of '10/ - (Rupees Ten) each ranking pari passu with the existing Equity Shares.
• Issuance of the equity shares by way of preferential issue on private placement basis:
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on November 3, 2023, the Company allotted 15,18,480 (Fifteen lakhs Eighteen Thousand Four Hundred Eighty) equity shares through a preferential issue on a private placement basis. The shares were issued at a price of '830.15 (Rupees Eight Hundred Thirty and Paisa Fifteen) each, which includes a premium of '820.15 (Rupees Eight Hundred Twenty and Paisa Fifteen)
per equity share with a face value of '10/ - (Rupees Ten only). These shares were allotted to Dr. Faruk G. Patel, a promoter of the Company, during the Board of Directors meeting held on December 4, 2023. This allotment was made as consideration for the acquisition of 9,990 (Nine Thousand Nine Hundred Ninety) fully paid-up equity shares, representing 99.90% of the total paid-up capital of KPark Sunbeat Private Limited. The total consideration for this acquisition was '1,26,07,92,245.70 (Rupees One Hundred Twenty Six Crores Seven lakhs Ninety Two Thousand Two Hundred Forty Five and Paisa Seventy). As stated above, the allotment was made in consideration of shares of private limited Company, Consequently, there was no raising of funds through Preferential Allotment, thus, the disclosure requirement under Regulation 32(7A) of the Listing Regulations is not applicable.
• Raising of funds through issuance of equity shares by way of Qualified Institutions Placement:
During the year under review, its first-ever equity raise since listing in 2019, the Company raised '300 Crores through a Qualified Institutions Placement (QIP). Pursuant to the approval of the Board in its meeting held on September 1, 2023 and the approval of the Members of the Company at the 15th Annual General Meeting held on September 29, 2023, the Company had issued and allotted 25,35,925 Equity Shares of face value '10/ - (Rupees Ten) each at a price of '1,183/ - per equity share, including a premium of '1,173/ - per Equity Share and reflect a discount of 4.98% on the floor price amounting to '1,245/ -, aggregating to '2,99,99,99,275/ - to Qualified Institutional Buyers on December 22, 2023.
Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company had fully utilized the net proceeds of QIP as on March 31, 2024, in objects mentioned below:
|
Sr. No. Object for which funds have been utilized
|
Funds Allocated
|
Funds Utilized
|
|
1 Funding the capital expenditure requirements of our Company to part finance setting up of a 200MWAC (240MWDC) Solar Power Project at the Gujarat State Electricity Corporation Limited Solar Park ("Project”)
|
22,500.00
|
22,500.00
|
|
2 General corporate purposes
|
6,665.30
|
6,665.30
|
|
3 Issue Expenses
|
834.70
|
834.70
|
|
Total Gross Proceeds
|
30,000.00
|
30,000.00
|
• Issue of Bonus equity shares:
During the year under review, in order to encourage the shareholders' continued support. Pursuant to the approval of the Board in its meeting held on December 30, 2023 and the approval of the Members of the Company by way of postal ballot on February 7, 2024, the Company has allotted 2,00,94,203 equity shares having face value of '10/ - each as bonus equity share, in the ratio of One (1) equity share having face value of '10/ - each for every Two (2) existing equity share having face value of '10/ - each in its Board Meeting held on February 16, 2024.
The Authorised Share Capital of the Company as on March 31, 2024 is '70,00,00,000/ - (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of '10/ - (Rupees ten only) each.
The paid-up Share Capital of the Company as on March 31, 2024 is '60,28,26,080/ - (Rupees Sixty Crores Twenty Eight lakhs Twenty Six Thousand Eighty only) divided into 6,02,82,608 (Six Crores Two lakhs Eighty Two Thousand Six Hundred Eight) Equity Shares of '10/ - (Rupees Ten only) each.
Amount of Unpaid/ Unclaimed dividend transfer to unpaid dividend account of the Company:
During the financial year 2023-24, Company has transferred an amount of '17,419.50/ - against the unpaid/ unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid/ unclaimed dividends as on March 31, 2024 is uploaded on the Company's website www.kpigreenenergy,com.
No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.
Deposits:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. The Company did not accept any deposit during the year under review.
Credit Rating:
During the financial year 2023-24, the ICRA has reaffirmed the credit rating to [ICRA]A-(Stable)/ [ICRA]A2 and also reaffirmed the outlook on long term rating to stable on March 31, 2024, the summary of rating action is mentioned below:
|
Facilities
|
' in Cr.
|
Rating/ Outlook
|
|
Term Loans
|
356.91
|
[ICRA]A- (Stable); reaffirmed/ assigned for enhanced amount
|
|
Cash Credit
|
250.00
|
[ICRA]A- (Stable); reaffirmed/ assigned for enhanced amount
|
|
Working Capital Demand Loans
|
101.77
|
[ICRA]A2 ; reaffirmed/ assigned for enhanced amount
|
|
Bank Guarantee
|
125.00
|
[ICRA]A2 ; reaffirmed/ assigned for enhanced amount
|
|
CEL
|
10.00
|
[ICRA]A2 ; assigned
|
|
Unallocated
|
30.17
|
[ICRA]A- (Stable)/ [ICRA]A2 ; reaffirmed/ assigned for enhanced amount
|
|
TOTAL
|
873.85
|
|
Employee Stock Option Plan:
During the year under review, the shareholders of the Company at their 15th Annual General Meeting ('AGM') held on September 29, 2023, had approved the adoption and implementation of 'KPI Green Energy Limited - Employee Stock Option Plan 2023' (hereinafter referred to as 'KPI Green-ESOP 2023'/ 'the Plan') and extension and grant of Employee Stock Option ('ESOPs') to the eligible employees of the Company and of Group Companies including subsidiary Company(ies) and/ or associate Company(ies) of the Company, exclusively working in India or outside, other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company, in one or more tranches not exceeding 5,00,000 (Five lakh) ('ESOP Pool') ESOPs. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.
The Company views the plan as a long-term incentive tool that would assist in aligning employees' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations'). The Nomination and Remuneration Committee ('NRC') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.
The shareholders of the Company, on February 7, 2024, through Postal Ballot, approved the issuance of Bonus equity shares in the ratio of 1:2 (One new equity shares for every two-equity share held in the Company) and owing to the bonus issue, the ESOP Pool was increased to 7,50,000 (Seven lakh Fifty Thousand) ESOPs.
ESOPs will be granted to eligible employees as determined by the NRC. These options will vest according to the plan and can be exercised under the terms and conditions specified in the plan, in accordance with applicable laws and regulations. The statutory disclosures as mandated under the Act and SBEB Regulation and a certificate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SBEB Regulations and
Shareholders resolutions have been hosted on the website of the Company at www.kpigreenenergy.com and same will be available for electronic inspection by the shareholders during the AGM of the Company.
During the year under review, no ESOPs were granted by the Company to eligible employees.
Material changes and commitments affecting the financial position of the Company:
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.
Directors and Key Managerial Personnel:
• Board of Directors:
As on March 31, 2024, the Company's Board had Nine members comprising of two Executive Directors, two Non-Executive Directors and Non-Independent Directors and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. Following changes took place in the Directorships and Key Managerial Personnel:
Appointment/ Re-appointment:
Mr. Afzal Harunbhai Malkani (DIN: 07194226) was appointed as Additional Director (Non-Executive Non-Independent) of the Company w.e.f. August 11, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders by passing a special resolution in the 15th Annual General Meeting held on September 29, 2023.
Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Additional Director (Non-Executive NonIndependent) of the Company w.e.f. December 4, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders by way of Postal Ballot on February 7, 2024.
Dr. Tejpalsingh Jagatsingh Bisht (DIN: 02170301) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 4, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders by way of Postal Ballot on February 7, 2024.
Mr. Mohmed Sohil Yusufbhai Dabhoya (DIN: 07112947) was re-appointed as Whole-Time Director of the Company at the meeting of Board of Directors on August 31, 2024 for a period of further 5 years w.e.f. September 28, 2024 to September 27, 2029, subject to the approval of shareholders of the Company. The resolution seeking shareholders' approval for his appointment forms part of the Notice.
Cessation:
Mr. Afzal Harunbhai Malkani (DIN: 07194226) Non-Executive, Non-Independent Director, ceased to be Director of the Company with effect from December 30, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.
The Board recommends the re-appointment of Mr. Amitkumar Subhashchandra Khandelwal as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
• Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2024:
1. Dr. Faruk G. Patel,
Chairman & Managing Director;
2. Mr. Mohmed Sohil Yusufbhai Dabhoya,
Whole-Time Director;
3. Mr. Salim Suleman Yahoo,
Chief Financial Officer;
4. Ms. Rajvi Upadhyay,
Company Secretary & Compliance Officer.
Declaration from Independent Directors:
The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.
Meetings of Board of Directors:
The Board met 16 (sixteen) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Independent Directors and their Meeting:
The Independent Directors met on March 15, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your 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 management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Committees of the Board of Directors:
The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of shareholders, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
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 of the Company. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors of the Company. 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.
The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors in keeping abreast of key changes and their impact on the Company. Additionally, the Directors also participate in various programmes where abovementioned subject matters are apprise to the Directors of the Company. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
Subsidiaries, Joint Ventures and Associate companies:
During the year under review, the Company has completed the acquisition of 9,990 (Nine Thousand Nine Hundred Ninety) fully paid-up equity shares, representing 99.90% of the total paid-up capital KPark Sunbeat Private Limited ('KPark'), by way of allotment of 15,18,480 (Fifteen lakhs Eighteen Thousand Four Hundred Eighty) equity shares to Dr. Faruk G. Patel, a promoter of the Company and cash payment of '2,26,073.70 (Rupees Two lakhs Twenty Six Thousand Seventy Three and Paisa Seventy)
as consideration on December 4, 2023. The Remaining 10 (Ten) equity shares of KPark has also been transferred to Nominee of the Company on December 16, 2023. Thus, the KPark Sunbeat Private Limited has became wholly owned subsidiary of the Company during the year under review.
With the above acquisition, the Company has below mentioned subsidiaries as on March 31, 2024, except mentioned below the Company does not have any other Subsidiaries, Associates and Joint Ventures:
1. KPIG Energia Private Limited, wholly owned subsidiary;
2. Sun Dorps Energia Private Limited, wholly owned subsidiary;
3. KPark Sunbeat Private Limited, wholly owned subsidiary.
The performance, financial position and the details required under Section 129 of the Companies Act, 2013, for each of the subsidiaries for the financial year ended March 31, 2024 in the prescribed format AOC-1, is attached as "Annexure-C", which forms part of this report.
Auditors and Auditors' Report:
• Statutory Auditors:
Pursuant to the provisions of Section 139 the Companies Act, 2013 read with rules made thereunder, as amended from time to time, M/ s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/ W100289, were reappointed as a statutory auditor of the Company for the second term to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditor is not required to be ratified at every AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditor and are eligible to hold office as Statutory Auditor of the Company.
Representatives of M/ s. K A Sanghavi & Co. LLP, Statutory Auditor of the Company attended the previous AGM of the Company.
• Statutory Auditors' observations in Audit Report:
The Audit Report submitted by statutory auditors for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, as amended from time to time, the Board has appointed M/ s. Chirag Shah & Associates,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-24. As per the requirements of SEBI Listing Regulations, the material unlisted subsidiary of the Company i.e. M/ s KPIG Energia Private Limited have also undertaken secretarial audit for the financial year 2023-24. The Secretarial Audit Report of the Company along material subsidiary Company in 'Form MR-3' for the year under review is provided as "Annexure-A" of this report.
• Secretarial Auditors' observations in Secretarial Audit Report:
The Secretarial audit Report submitted for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, read with the rules made thereunder, as amended from time to time, the Company is required to maintain the cost accounts and records of the Company, accordingly, the Board has appointed M/ s. V.M. Patel & Associates, Cost Accountants to prepare and to audit the cost records of the Company for the financial year
2023- 24. The remuneration payable to the Cost Auditor is subject to ratification by the shareholders at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to cost auditor for the financial year
2024- 25, has been included in the Notice which forms part of this Annual report.
• Reporting of frauds by Auditors:
During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee, as required under Section 143(12) of the Companies Act, 2013.
Corporate Social Responsibility (CSR):
The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of the Company at https:// www.kpigreenenergv.com/policies-disclosures.html. The Annual Report on CSR activities is annexed as "Annexure-B" to this report.
The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year. The Chief Financial Officer of the Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.
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 Annual Report.
Business Responsibility and Sustainability Report:
In accordance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2024, describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.
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 https://www. kpigreenenergv.com/policies-disclosures.html.
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.
Vigil Mechanism/ Whistle Blower Policy:
The 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 https://www.kpigreenenergy.com/policies-disclosures.html.
During the year under review, the Company has not receive any complaint under the whistle blower policy.
Annual Return:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https://www.kpigreenenergy.com/ financials.html.
Particulars of Loans, Guarantees or Investments:
The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.
Related Party Transactions:
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, any related party transaction exceeding '1,000 Crores or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought
and obtained necessary Members approval for the year under review. All transactions with related parties entered into during the year under review were 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. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24 and, hence does not form part of this report.
The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on the Company's website and can be assessed using the link: https://www.kpigreenenergy.com/policies-disclosures.html.
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-D" of this Report.
Particulars of Employees and Remuneration:
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in "Annexure-E" of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with the rules made thereunder, as amended from time to time, 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 2023-24.
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 the Company at https://www.kpigreenenergv com/policies-disclosures.html.
Policy on Directors' Appointment and Remuneration:
Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination, Remuneration and Evaluation of Directors' appointment and other matters which is available on the website of the Company at https://www.kpigreenenergy.com/policies-disclosures.html.
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 https://www.kpigreenenergy.com/policies-disclosures.html.
Cyber Security:
In view of increased cyberattack scenarios, the Company has taken significant strides to bolster its cybersecurity posture. We periodically review and enhance our processes and technology controls to align with the evolving threat landscape. The Company's technology environment is equipped with security monitoring for the network, applications, and data. These measures ensure a resilient technology environment, safeguarding our digital assets and maintaining the integrity and confidentiality of our information.
Code for Prevention of Insider Trading:
Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website https://www.kpigreenenergy. com/policies-disclosures.html.
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, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) to consider and resolve the complaints related to sexual harassment. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company During the year under review, the Company has not received any complaint pertaining to sexual harassment.
Risk Management:
The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The policy on Risk Management is also available on the website of the Company at https://www.kpigreenenergv.com/policies-disclosures.html.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
II. 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 at the end of the financial year and of the profit of the Company for that period;
III. 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;
IV. they have prepared the annual accounts on a going concern basis;
V. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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.
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;
• Signifcant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future;
• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013);
• Application 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.
Acknowledgement:
The Directors wish to express their gratitude to the bankers, financial institutions, government and regulatory authorities,
customers, suppliers, business partners, shareholders, and all other stakeholders who have supported the Company, directly or indirectly, throughout the year.
The Directors also extend their sincere appreciation to all employees of the KP Family, at every level, for their dedicated efforts and ongoing contributions, which have been instrumental in fostering the Company's success and growth.
For and on behalf of the Board of Directors KPI Green Energy Limited
Dr. Faruk G. Patel Mohmed Sohil Dabhoya
Place: Surat Chairman & Managing Director Whole-Time Director
Date: August 31, 2024 DIN: 00414045 DIN: 07112947
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