To,
The Members
Confidence Petroleum India Limited,
On behalf of the Board of Directors, I am delighted to present the 29th Board's Report
of your Company, along with Audited Standalone and Consolidated Financial Statements for
the Financial Year 2022-23. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required. +
1. FINANCIAL HIGHLIGHTS ( Standalone and Consolidated)
The Financial highlights for standalone and consolidated for the financial year ended
2022-23 is summarized as below:
(Rs. In Lakhs)
Particulars |
STANDALONE |
CONSOLID ATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
204810 |
127797 |
220883 |
142769 |
Add: Other Income |
573 |
677 |
456 |
640 |
Less: Expenditure |
185568 |
110886 |
198620 |
124168 |
Operating Profit (PBIDT) |
19815 |
17588 |
22718 |
19242 |
Less: Interest & Financial Charges |
1503 |
643 |
2215 |
929 |
Less: Depreciation |
7128 |
6184 |
8505 |
6675 |
Profit Before Tax & Exceptional Item |
11184 |
10761 |
11998 |
11638 |
Less: Exceptional Item |
- |
- |
- |
- |
Less: Extraordinary Item |
- |
- |
- |
- |
Profit Before Tax |
11184 |
10761 |
11998 |
11638 |
Less: Provision for Taxation: |
|
|
|
|
1) Current Tax: |
2618 |
3127 |
2850 |
3300 |
2) Prior period tax adjustment: |
- |
- |
1 |
- |
3) Deferred Tax: |
395 |
(437) |
333 |
(419) |
Profit after Tax |
8172 |
8070 |
8814 |
8756 |
Earnings Per Share (EPS) |
2.88 |
2.84 |
3.27 |
3.16 |
2. PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
2.1 COMPANY'S PERFORMANCE (STANDALONE & CONSOLIDATED)
During the financial year 2022-23, the Company has witnessed impressive financial
results with robust revenue growth, improved profitability and healthy cash flows which
has enabled us to expand our operations. The improvement in cash flow was primarily driven
by strong collections along with sales ramp up and effective cost control measures
implemented by the Company.
Confidence
CONFIDENCE PETROLEUM INDIA LTD.
On a standalone basis, your Company's Total Sales Revenue to Rs. 204810 Lakhs for the
current year as against Rs. 127797 Lakhs in the previous year, recording and increase of
60.26 %. Your Company's net profits increased to Rs. 8172 Lakhs for the current year as
against Rs. 8070 Lakhs in the previous year recording an increase of 1.26%.
On a consolidated basis, your Company's Total Revenue increased to Rs. 220883 Lakhs for
the current year as against Rs. 142769 Lakhs in the previous year, recording and increase
of 54.71%. Your Company's net profits increased to Rs 8814 Lakhs in the current year as
against Rs. 8756 Lakhs in the previous year, recording and increase of 0.66%.
On Standalone basis, your Company's Earnings Per Share increased to 2.88 for the
current year as against 2.84 in the previous year.
On Consolidated basis, your Company's Earnings Per Share increased to 3.27 for the
current year as against 3.16 in the previous year.
2.2 ANNUAL PERFORMANCE
Details of the Company's annual financial performance as published on the Company's
website and presented during the Analyst Meet, after declaration of annual results; can be
accessed on the Company's website.
2.3 COMPANY'S AFFAIRS/ CURRENT BUSINESS
Demonstrating a robust performance in FY 2022-23, your Company is now strategically
positioned to amplify its growth trajectory your company, today, is on an expansion spree
in all its verticals. In LPG Bottling, your company. Your company at present operates
Sixty Six (66) strategically positioned LPG bottling plants, two hundred forty-eight (248)
Auto LPG Dispensing Stations and 15 LPG Cylinder Manufacturing Units including unit
controlled and operated by subsidiaries.
3. DIVIDEND
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing
Regulations), the Board has approved and adopted a Dividend Distribution Policy. The
policy details various considerations based on which the Board may recommend or declare
Dividend, Company's dividend track record, usage of retained earnings for corporate
actions, etc. The Dividend Distribution policy and Capital Allocation policy are available
on the Company's website at www.confidencegroup.co /content/ .The Board of Directors has
Recommended a Final Dividend of 10% i.e., 0.10 per equity share on the Face value of
Rs.1/-each for the financial year 2022-23 subject to approval of shareholders at the
ensuing Annual General Meeting and shall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is available on the Company's website.
4. SHARE CAPITAL
During the year, The company has allotted 2,00,00,000 Convertible Warrant at conversion
rate 1:1 to promoter and others on preferential basis at Rs. 63.50 per warrant.
Further, after the closure of the financial year and till the date of this report,
8,80,000 warrant has been converted into 8,80,000 Equity shares of Rs. 1 each and hence
the paid-up share capital of the company has increased from Rs. 28,40,11,923 (28,40,11,923
Equity shares of Rs. 1 each) to Rs. 28,48,91,923 (28,48,91,923 Equity shares of Rs. 1
each).
5. TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves for the year ended 31st
March 2023.
Appropriations to general reserves for the financial year ended 31st March, 2023, as
per standalone and consolidated financial statements were:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
Net profit for the year |
8172 |
9278 |
Balance of Reserves at the beginning of the year |
56203 |
66604 |
Balance of Reserves at the end of the year |
67266 |
78495 |
For complete details on movement in Reserves and Surplus during the financial year
ended 31st March, 2023, please refer to the Statement of Changes in Equity included in the
Standalone and Consolidated financial statements on this Annual Report.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Other than stated elsewhere in this report, there are no material changes and
commitments affecting the financial position of the Company between the end of the
financial year and the date of this report.
7. PUBLIC DEPOSITS
The Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the rules framed thereunder during the year
under review. The Company does not have any unclaimed deposits as of date. However, the
company has deposit on Cylinders from new customers and these deposits are secured against
cylinders supplied to them.
8. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year were on
an arm's length basis and were in the ordinary course of business Prior omnibus approval
of the Audit Committee is obtained on a yearly basis for the transactions which are of a
foreseeable and repetitive nature and further would be executed on arm's length basis and
in the ordinary course of business.
Further, a statement giving details of all Transactions executed with Related Parties
is placed before the Audit Committee for its approval/ ratification. Policy on Materiality
of Related Party
Transactions and Dealing with Related Party Transactions as approved by the Board is
uploaded on CPIL'S Website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis CPIL.
particulars of contracts or arrangements with Related Parties referred to in Section 188
(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 of the Companies (Accounts)
Rules, 2014 is enclosed as Annexure to this Report.
9. SUBSIDIARIES AND ASSOCIATE COMPANIES
The Company has 17 (Seventeen) subsidiaries including 3 (Three) step down subsidiaries
held by Confidence Futuristic Energeteh Limited ( Subsidiary of Confidence Petroleum India
Limited) as on 31st March, 2023. There are 6 (Six) associates or joint venture including 1
(One) step down associates held by Confidence Futuristic Energeteh Limited companies
within the meaning of Section 2(6) of the Companies Act, 2013 (Act). There has
been no material change in the nature of the business of the subsidiaries. The company
during the year has sold one of the 100 % Non Material subsidiary M/s Gaspoint Bottling
Private Limited.
In accordance with Section 136 of the Act, the audited financial statements, including
the CFS and related information of the Company and the financial statements of each of the
subsidiary and associate companies, are available on our website. The Company does not
have a material subsidiary.
A statement containing the salient features of financial statements of subsidiaries/
joint venture companies of the Company in the prescribed Form AOC - 1 forms a part of
Consolidated Financial Statements (hereinafter referred to as CFS) in
compliance with Section 129(3) and other applicable provisions, if any, of the Act read
with Rules.
10. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of governance and maximizing
shareholder value legally, ethically and sustainably. The report on Corporate Governance
as per the Listing Regulations forms part of the Annual Report. Certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
11. MANAGEMENT DISCUSSION AND ANALYSIS [MDA] REPORT
The MDA for the year under review, as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosures Requirement) Regulations, 2015, is presented in a separate
section forming part of the Annual Report. The forward-looking statements made in the MDA
are based on certain assumptions and expectations of future events. The MDA Report,
capturing your Company's performance, industry trends and other material changes with
respect to your Company's and its subsidiaries, wherever applicable and provides a
consolidated perspective of economic, social, and environmental aspects material to your
Company's strategy and its ability to create and sustain value to its key stakeholders.
The data, facts, figures and information given in the portions of MDA other than
Company performance have been taken from reports, studies and websites of the various
credible agencies.
Management Discussion and Analysis Report which forms part of this Annual Report and is
incorporated herein by reference and forms an integral part of this report
12. COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, declaration(s) by all the
Independent Director(s) have been obtained stating that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors has appointed by the Board possess various skills/ expertise
which are required for the Directors in the context of the Company's business for
effective functioning such as Leadership, Technology & Operational experience,
strategic planning, Financial Regulatory, Legal and Risk Management, Industry experience,
Research & Development and Global business. Further, all the Independent Directors are
complying with the provisions of Section 150 of the Companies Act, 2013 read with The
Companies (Appointment and Qualifications of Directors) Rules, 2014.
13. FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The Company has an orientation process/familiarization programme for its Independent
Directors that includes:
a) Briefing on their role, responsibilities, duties, and obligations as a member of the
Board.
b) Nature of business and business model of the Company, Company's strategic and
operating plans.
c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management,
Compliance Programs, Internal Audit, etc.
As a process, when a new Independent Director is appointed, a familiarization programme
as described above is conducted by the senior management team and whenever a new member is
appointed to a Board Committee, information relevant to the functioning of the Committee
and the role and responsibility of Committee members is informed. Each of our independent
directors have attended such orientation process/familiarization programme when they were
inducted into the Board.
As a part of ongoing training, the Company schedules quarterly meetings of business and
functional heads with the Independent Directors. During these meetings, comprehensive
presentations are made on various aspects such as business models, new business strategies
and initiatives by business leaders, risk minimization procedures and regulatory regime
affecting the Company.
These meetings also facilitate Independent Directors to provide their inputs and
suggestions on various strategic and operational matters directly to the business and
functional heads. The details of the familiarization programme are available on the
website of the Company.
14. CEO/ CFO CERTIFICATION
As required under Regulation 17(8) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the CEO/ CFO certification is
attached with the annual report.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There has been no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and the Company's future operations. However,
Members' attention is drawn to the statement on contingent liabilities, commitments in the
notes forming part of the Financial Statements.
16. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT, 2013
During the year under review, none of the Auditors of the Company, has reported to the
Audit Committee under section 143(12) of the Companies Act, 2013, any instances of the
fraud committed by the Company, its officers and employees, the details of which would
need to be mentioned in the Board Report.
17. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The Board / Committee Meetings are
pre-scheduled, and a tentative annual calendar of the Board and Committee Meetings is
circulated to the Directors in advance facilitate them to plan their schedule and to
ensure meaningful participation in the Meetings. However, in case of a special and urgent
business need, the approval is taken by passing resolutions through circulation to the
Directors, as permitted by law, which are noted in the subsequent Board/Committee
Meetings.
The Board met 11 (Eleven) times during the financial year 2022-23. The meeting details
on the composition of the Board, Committees, meetings held, and related attendance are
provided in the corporate governance report that forms part of this Annual Report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the
Companies Act, 2013.
18. COMMITTEES OF THE BOARD
With a view to ensure effective decision making, the Board of Directors has constituted
various Statutory and Non- Statutory Committees to have focused attention on crucial
issues. The name of such committees is given herein below.
S Audit Committee of Directors
S Nomination and Remuneration Committee
S Corporate Social Responsibility Committee
S Stakeholders Relationship Committee
S Risk Management Committee
S Management Committee
During the year, all recommendations made by the committees were approved by the Board.
A detailed note on the composition of the Board and its committees is provided in the
corporate governance report.
19. VIGIL MECHANISM
The Company has established a robust Vigil Mechanism and a Whistle-blower policy in
accordance with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations. The Company encourages its employees to report any incidence of
fraudulent financial or other information to the stakeholders, reporting of instance(s) of
leak or suspected leak of unpublished price sensitive information and any conduct that
results in violation of the Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation, or harassment of any kind against any employee who reports
under the Vigil Mechanism or participates in the investigation.
The Audit, Risk and Compliance Committee periodically reviews the functioning of this
mechanism. No personnel of the Company were denied access to the Audit, Risk. The Vigil
Mechanism and Whistle-blower policy is available on the Company's website.
20. LISTING OF SHARES
The Equity Shares of the company are listed on Bombay Stock Exchange Ltd and National
Stock Exchange of India Limited. The Company has paid Annual Listing Fees to the stock
exchange for the Financial Year 2022-23.
Further, after the closure of the financial year and till the date of this report,
8,80,000 warrant has been converted into 8,80,000 Equity shares of Rs. 1 each. This new
shares are under listing approval from the Exchanges.
21. DIRECTORS & KMP
21.1 CHANGE IN BOARD COMPOSITION
During the year, Mr. RATNESH KUMAR (DIN- 03158432) ceases to be the Independent
Director of the Company w.e.f. 04/05/2022.
21.2 RETIREMENT BY ROTATION:
In accordance with the provisions of section 152(6) of the Act and in terms of Articles
of Association of the Company to appoint a Director in place of Mr. Elesh Khara (DIN:
01765620) who retires by rotation, and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment.
21.3 INDEPENDENT DIRECTORS
The Board took on record the declaration and confirmation submitted by the independent
directors regarding their meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same as required under Regulation 25 of
the Listing Regulations, 2015
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and in
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Further, on recommendation of Nomination and Remuneration committee, The board has
recommended the re-appointment of Mr. VAIBHAV PRADEEP DEDHIA (DIN: 08068912) as an
Independent Director for second consecutive/continuation term subject to approval of
shareholder in ensuing 29th Annual general Meeting.
21.4 KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during FY 2022-23 are:
Mr. Nitin Khara, Chairman, Managing Director & Chief Executive Officer,
Mr. Elesh Khara, Chief Financial Officer, and Executive Director,
Ms. Prity Bhabhra - Company Secretary and Compliance Officer.
22. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The CPIL's current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. As of 31st March, 2023, The details of Board and committee
composition, tenure of directors, areas of expertise and other details are available in
the corporate governance report that forms part of this Annual Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on company's website.
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration
committee has recommended and approved the resolution for increase in remuneration of Mr.
Nitin Khara Managing Director of the company and Mr. Elesh Khara, Executive Director and
CFO of the company. This is placed in the notice and subject to approval of Shareholder in
29th Annual general meeting.
23. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory,
cost, secretarial auditors
and external agencies, including audit of internal controls over financial reporting by
the Statutory Auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during FY 2022-23.
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
> In the preparation of Annual Accounts of the Company, the applicable Accounting
Standards have been followed along with proper explanation to material departures;
> 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 2022-23 and of the
Profit of the Company for that period.
> They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
> They have prepared the annual accounts of the Company on a going concern basis.
> They have laid down internal financial controls in the company that are adequate
and were operating effectively.
> They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these were adequate and operating efficiently.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013and Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, disclosure on particulars
relating to Loans, Guarantees and Investments are provided as part of the financial
statements.
25. ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at www.confidencegroup.co.
26. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Board of Directors of the Company have formed a Risk Management Committee to frame,
implement and monitor the Risk Management Plan for the Company. The Committee is
responsible for monitoring and reviewing the Risk Management Plan and ensuring its
effectiveness. The major business and process risks are identified from time to time by
the businesses and functional heads. The Audit Committee has additional oversight around
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
Risk management forms an integral part of the management policies and is an ongoing
process integrated deeply into everyday operations. During the period under review, the
Board of Directors of the Company has revised roles and responsibilities of the Committee
which are in keeping with SEBI Listing Regulations and to ensure that the whole process of
risk management is well coordinated and carried out as per mitigation plan. The
development and implementation of Risk Management Policy has been covered in the
Management Discussion and Analysis Report, which forms part of this report.
27. BOARD EVALUATION
The Board evaluated the effectiveness of its functioning, of the Committees and of
individual Directors, pursuant to the provisions of the Act and the SEBI Listing
Regulations. The Board sought the feedback of Directors on various parameters. In line
with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was
conducted for all Board Members as well as the working of the Board and its Committees.
The Nomination and Remuneration Committee has formulated criteria for Board evaluation,
its committees' functioning, and individual Directors including Independent Directors and
also specified that such evaluation will be done by the Nomination and Remuneration
Committee and the Board, pursuant to the Act and the Rules made thereunder read with the
SEBI Listing Regulations, as amended.
Evaluation of functioning of Board Committees is based on discussions amongst Committee
members and shared by the respective Committee Chairperson with the Board.
Individual Directors are evaluated in the context of the role played by each Director
as a member of the Board at its meetings, in assisting the Board in realising its role of
strategic supervision of the functioning of the Company in pursuit of its purpose and
goals. While the Board evaluated its performance as per the parameters laid down by the
Nomination and Remuneration Committee, the evaluation of Individual Directors was carried
out as per the laid down parameters, anonymously in order to ensure objectivity. The
Independent Directors of the Board also reviewed the performance of the Non-Independent
Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the SEBI
Listing Regulations.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is at the forefront of Corporate Social Responsibility and sustainability
initiatives and practices. Your Company believes in contributing to creating lasting
impact towards creating a more just, equitable, humane, and sustainable society.
The contents of the CSR policy and the CSR Report as per the format notified in the
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22,
2021, is attached as Annexure this report. CSR policy is also available on the Company's
website.
The terms of reference of CSR committee, framed in accordance with Section 135 of the
Companies Act,2013, forms part of Board Governance, Nomination and Compensation Committee.
The brief details of CSR Committee are provided in the Corporate Governance Report.
We affirm that the implementation and monitoring of CSR activities follows the
Company's CSR objectives and policy.
MARCHING TOGETHER TOWARDS A GREEN AND SUSTAINABLE FUTURE
31
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As required under section 134(3)(o) and Rule 9 of the Companies (Corporate Social
Responsibility) Rules, 2014, the annual report on CSR activities forming part of the
Director's Report is annexed as Annexure to the Report.
30. AUDIT AND AUDITORS
30.1 APPOINTMENT OF STATUTORY AUDITORS
The board in its meeting held on 14th August, 2023 subject to the approval
of Shareholder in 29th Annual General meeting, appointed M/s. Singhi &
Co., Chartered Accountants, Mumbai (FRN- 302049E), as the Joint Statutory Auditors of
the Company for a period of five (5) years i.e. from the conclusion of this 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting of the Company, and at
such remuneration as may be fixed by the Board of Directors of the Company on the
recommendation of the Audit Committee.
Further, Koshal & Associates, Chartered Accountants, Mumbai (FRN 121233 W) has
tender his resignation as a Joint Statutory Auditor of the company w.e.f closing hour on
05th September, 2023. Details with respect to resignation of Auditors of the
Company as required under Regulation 30 Read with Schedule III of the Listing Regulations,
SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 and CIR/CFD/CMD1/114/2019 dated
October 18, 2019 has been disclosed to Exchanges.
Further, M/s. L N J Associates., Chartered Accountants, (FRN-135772W), continues as
joint Statutory Auditor of the company and hence company.
30.2 STATUTORY AUDITOR'S REPORT
The Statutory Auditors of the company has given Qualified Auditors Report
(Standalone and Consolidated) for the financial year, 2022-23 and has been annexed
with this report; The Observation raised in the Audit Report are as below along with their
reply from the board. Standalone Audit Report
Observation : The gratuity liability is to be provided as per Actuarial Valuation using
PUCM ( Projected Unit Credit Method). The said gratuity liability is not provided in the
absence of Actuarial Valuation Report).
Reply : The liability for gratuity has already been provided however same has to be
confirmed by Actuary. the fair liability of gratuity will not be material as the employee
turnover ratio is high and do not complete the mandatory period of five years. However, as
informed by the management, the company has appointed the consultant for working the
gratuity liability as per Actuarial Valuation using PUCM and will be provided once the
report of the consultant is received.
Consolidated Audit Report
Observation :
1. The gratuity liability of the group is to be provided as per Actuarial Valuation
using PUCM ( Projected Unit Credit Method). The said gratuity liability is not provided in
the absence of Actuarial Valuation.
Reply : The liability for gratuity has already been provided however same has to be
confirmed by Actuary. The company has appointed the consultant for working the gratuity
liability as per Actuarial Valuation using PUCM liability for gratuity has already been
done it will be confirmed / revised once the report of the consultant is received.
2. In the absence of valuation report of the PPE from the registered valuer on
acquisition date, the net assets acquired has been calculated for the purpose of
consolidation as per financial statement as on 31.03.2022 duly certified by the statutory
auditor of the subsidiary as per IND AS. The above net assets and goodwill will be subject
to change if any after receiving the valuation report from the registered valuer and net
assets acquired and goodwill will be recalculated following IND AS principles.
Reply : the company has appointed the registered valuer for working of Goodwill
Valuation and quantitative impact is depend on pending report of registered valuer. The
valuers report has now been received, the valuation will not make any impact on
profitability of company.
30.2 COST AUDITORS AND COST AUDIT REPORT
Pursuant to Section 148(1) of the Companies Act, 2013 your Company is required to
maintain cost records as specified by the Central Government and accordingly such accounts
and records are made and maintained.
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, your Company is also required to get its cost
accounting records audited by a Cost Auditor.
In terms of Section 148 of the Act, the Company is required to maintain cost records
and have the audit of its cost records conducted by a Cost Accountant. Cost records are
prepared and maintained by the Company as required under Section 148(1) of the Act.
Accordingly, the Board, on the recommendation of the Audit Committee, re-appointed M/s.
Narendra Peshne & Associates, Cost Accountants, Nagpur to conduct the audit of the
cost accounting records of the Company for FY 2023-24. The remuneration is subject to the
ratification of the Members in terms of Section 148 read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014 and is accordingly placed for ratification.
30.3 SECRETARIAL AUDITOR
Ms. Yugandhara Kothalkar, Practicing Company Secretary, Nagpur was appointed by Board
of Director to conduct the Secretarial Audit of the Company for the Financial year 2022-23
as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith to this
Report. The report contains remark made by the Secretarial Auditors and comments as given
below:
i) The Company has not disclosed the impact of Audit Qualification for the Financial
Year-2021-22 as required under Regulation 33 of SEBI (LODR) 2015.
Reply : The company has dicslosed the impact of Audit Qualifiaction for the Financial
Year-2021-22 after asertaning the facts and reports. The impact of audit qualifacation was
not Material considering the size of the company.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of
India and such systems are adequate and operating effectively.
The Secretarial Standards i.e., SS-1 & SS-2 relating to meetings of the Board of
Directors and General Meetings, respectively have been duly followed by the Company.
32. CODES OF CONDUCT FOR DIRECTORS AND EMPLOYEES
The Company has adopted a Code of Conduct for its Non-Executive Directors including a
code of conduct for Independent Directors which suitably incorporates the duties of
Independent Directors as laid down in the Act. The Company has also adopted the Code of
Conduct for its employees including the Managing and Executive Directors.
33. INTERNAL CONTROL SYSTEM/ FINANCIAL CONTROL
CPIL has a robust and well embedded system of internal controls. This ensures that all
assets are safeguarded and protected against loss from unauthorised use or disposition and
all transactions are authorised, recorded and reported correctly. With all applicable laws
and regulations and facilitates optimum utilisation of the internal control system ensures
compliance available resources and protects the interests of all stakeholders. The
Compliance initiatives taken by the Company have been reported in the Corporate Governance
Report, which forms part of this Report.
The internal audit plan is also aligned to the business objectives of the Company,
which is reviewed and approved by the Audit Committee. Further, the Audit Committee
monitors the adequacy and effectiveness of your Company's internal control framework.
Significant audit observations are followed-up and the actions taken are reported to the
Audit Committee. The Company's internal control system is commensurate with the nature,
size and complexities of operations.
The key internal financial controls have been documented, automated wherever possible
and embedded in the respective business processes. Assurance to the Board on the
effectiveness of internal financial controls is obtained through 3 Lines of Defence which
include:
a) Management reviews and self-assessment
b) Continuous controls monitoring by functional experts; and
c) independent design and operational testing by the Group Internal Audit function.
The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and are operating effectively as intended.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:
(A) CONSERVATION OF ENERGY
Your Company is continuously taking initiatives to ensure the optimum utilization of
energy available in day-to-day operations not only in offices but also at different sites
of execution of various projects. Your Company uses energy efficient lighting devices,
light fittings to save energy, capacitor bank/ devices to maintain power factor and plant
& equipment which are environment and power efficient.
(B) TECHNOLOGY ABSORPTION
Your Company is doing its business by ensuring optimum utilization of its available
resources. Your Company has not undertaken any research & development activity so far.
It has been executing its projects by using modern techniques, modern machineries and by
ensuring the optimum utilization of its technical, professional, and skilled manpower.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred the following expenses in foreign currency during the
financial year 2020-21. The rupee equivalent of that amount has been given hereunder.
Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is made
under following head.
Particulars |
2022-23 |
2021-22 |
|
(Rs.In Lakhs) |
(Rs.In Lakhs) |
Outgoing |
|
|
For Purchase of LPG |
35,035.35 |
2950.02 |
For Oxygen / CNG Cylinders Raw material |
- |
9111.78 |
For Purchase of LPG / CNG Dispensers |
127.27 |
63.45 |
For Purchase of CNG Dispensers |
310.38 |
- |
Earnings |
|
|
Received against Investment in Equity of Foreign Subsidiary (1 Surya
Go Gas, Indonesia) (Return on investment received) |
74.57 |
91.04 |
35. INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules
made thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace..
The Company is committed to providing a safe and conducive work environment to all its
employees and associates.
The Company periodically conducts sessions for employees across the organization to
build awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act.
During the year under review, there were no complaints pertaining to sexual harassment.
36. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation. However, Members attention is drawn to the Statement on Contingent Liabilities
and Commitments in the Notes forming part of the Financial Statement.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
There has been no change in the nature of business of the Company as on the date
of this Report
There was no application made or proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
37. CAUTIONARY STATEMENT
Certain statements made in the management discussion and analysis report relating to
the Company's objectives, projections, outlook, expectations, estimates and others may
constitute forward-looking statements' within the meaning of applicable laws and
regulations. Actual results may differ from such expectations, projections and so on,
whether express or implied. Several factors could make a significant difference to the
Company's operations. These include economic conditions affecting demand and supply,
government regulations and taxation, natural calamities and so on over which the Company
does not have any direct control.
38. ACKNOWLEDGEMENT
The Board places on record its deep sense of appreciation for the committed services by
all the employees of the Company. The Board of Directors would also like to express their
sincere appreciation for the assistance and co-operation received from the financial
institutions, banks, government and regulatory authorities, stock exchanges, customers,
vendors, members and banks during the year under review.
It will be the Company's endeavour to nurture these relationships in strengthening
business sustainability.
For and on behalf of the Board Director
Sd/-
Nitin Khara
Managing Director & CEO DIN: 01670977 Place: Nagpur Date: 05/09/2023
Sd/-
Elesh Khara Director & CFO DIN :01765620