Directors' Report
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”).
|
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
|
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 MANAGERIALPERSONNEL:• 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. After
considering recommendations of Board and
Nomination and Remuneration Committee, the
Members of the Company at the ensuing Annual
General Meeting may re-appoint Mrs. Bhadrabala
Dhimant Joshi (DIN: 07244587) as Director of the
Company. Brief profile of Mrs. Bhadrabala Dhimant
Joshi has been given in the Notice convening
the 14th Annual General Meeting. During the year
2022-23, there were changes in Directors/Key
Managerial Personnel as stated below:
a. Dr. Neethimani Karunamoorthy (DIN: 01660111)
has been appointed as an Additional Director
(Non-Executive Independent) w.e.f. March 26,
2022 and has been regularized as Non-Executive
Independent Director in the Extra Ordinary
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 been
regularized as Non-Executive Independent
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-Independent
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 the
Board Meeting held on November 10, 2022
and was subsequently regularized as Director
(Non-Executive Independent) in Extra Ordinary
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 Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
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 of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.
As on the date of this report, pursuant to the
recommendation of Nomination and Remuneration
Committee, Mr. Afzal Harunbhai Malkani was appointed as
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 Director
(Non-Executive Non-Independent) will be placed before
the shareholders at the ensuing Annual General Meeting of
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
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