Confidence Futuristic Energetech Ltd Directors Report.

To,

The Shareholders,

Your Directors take pleasure in presenting the 34th Annual Report on the business and operations of your Company along with the audited standalone financial statements for the year ended March 31, 2019.

BACKGROUND

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCES LIMITED) was incorporated under Companies Act, 1956 on 26th June, 1985 and name of the company was recently changed on 26th October, 2017. Equity Shares of the Company are listed on BSE Limited and Metropolitan Stock Exchange of India Limited (MSEI).

FINANCIAL SUMMARY / HIGH LIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

The Companys financial results are as under:

(Amount in Lacs.)

Particulars

STANDALONE

2018-19 2017-18
Net Revenue from operations 784.64 71.24
Add: Other Income 115.48 75.57
Less: Expenditure 875.03 141.57
Operating profit (PBIDT)
Less: Interest& Financial Charges 0.25 0.48
Less: Depreciation 17.55 3.72
Profit Before Tax & Exceptional Item 7.28 1.04
Less : Exceptional Item 0 0
Less : Extraordinary Item 0 0
Profit before Tax 7.28 1.04
Less: Provision for Taxation:
1) Current Tax: 0.77 0.27
2) Deferred Tax: 1.13 0.04
Profit after Tax 5.39 0.73
Amount transferred to Balance Sheet
Earnings Per Share (EPS)- Basic 0.27 0.04
Diluted 0.27 0.04

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31, 2019 stood at Rs. 9,00,12,333/- as against Rs. 1,46,80,840/-for the year ended March 31, 2018. The Profit after tax for the year ended March 31, 2019 stood at Rs. 5,39,087/- as compared to Rs. 72,539/- in the previous year ended March 31, 2018.

STATE OF COMPANYS AFFAIRS

With name and object, the Company is engaged in the new segment of business of Composite cylinder business. Innovations, investment and positive modifications are expected in the near future, boosting the Companys revenue. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred the amount to general reserve/Surplus out of the profits of the year.

DIVIDEND

Directors do not recommend any dividend on Equity Shares for the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SHARE CAPITAL

During the year under review, there is no change in share capital of the Company.

RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of the Companys business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The Companys Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards the company has Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act, 2013.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and the Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

COMPLIANCE

The Company has complied and continues to comply with the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made thereunder. There is no unclaimed or unpaid deposit lying with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There had been some changes in the Directors and some appointments of Key Managerial Personnel were made to comply with the provisions of the Companies Act, 2013. The said changes are as follows:

Name of Director Designation Appointment/ Resignation Date of Change
1. RITESH PRAFULBHAI DESAI Director Resignation 18/04/2019
2. HARI KISHORE PENDRU Director (CFO & WTD) Resignation 30/08/2018

Kev Managerial Personnel IKMP!

Name of KMP Designation Appointment/ Resignation Date of Change
1. Nishant Jagat Bhandari CFO(KMP) Appointment 18/04/2019
2. Ms. Prity Bhabhra Company Secretary and Compliance Officer Appointment 28/05/2018

APPOINTMENT / RE-APPOINTMENT

SAs per Article 34(1) of the Article of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. Venkateshwar Parne Reddy (DIN: 06446233) is liable to retire by rotation.

BOARD EVALUATION

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

PARTICULAR. OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median remuneration#
VANDANA GUPTA N.A.
NITIN PUNAMCHAND KHARA N.A.
RITESH PRAFULBHAI DESAI N.A.
VENKATESHWAR PARNE REDDY N.A.
JARUGULA SIVA PRASAD N.A.
HARI KISHORE PENDRU N.A.
VAIBHAV PRADEEP DEDHIA N.A.

# No Remuneration was paid to directors during the year under review except sitting fees.

*the expression"median" mean the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

# Resigned during the year.

ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: Nil

iii) The percentage increase in the median remuneration of employees in the financial year: Nil

iv) The number of Permanent employees on the rolls of the company : Nil

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no remuneration paid to employees. Hence, the comparison between the two cannot be made.

vi) The key parameters for any variable component of remuneration availed by the directors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

A. Details of Top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of the company receive any remuneration.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 read with the rules made thereunder a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

MEETINGS

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of the Company met Five (5) times during the financial year 2018-19.

28/05/2018 06/08/2018 30/08/2018 13/11/2018 21/01/2019

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

COMPOSITION/COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The Board has re-constituted an Audit Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. All members of Audit Committee are financially literate and 2 Directors out of 3 members have financial management expertise. This Committee comprises of the following Directors as on date:

Name of the Director Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Nitin Khara (DIN: 01670977) Member

The Audit Committee met Four (4) times during the financial year 2018-19 on 28/05/2018, 06/08/2018, 13/11/2018, and 21/01/2019.

Details of attendance of meetings of Committee by members are as follows:

Name of the Member No. of meetings attended
Ms. Vandana Gupta (DIN:00013488) 4
Mr. Vaibhav Pradeep Dedhia (DIN: 08068912) 4
Mr. Nitin Khara ( DIN: 01670977) 4

During the year under review, the Board accepted all the recommendations made by the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Company had re-constituted the Remuneration Committee (renamed as Nomination and Remuneration Committee) to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013. This committee will look after the functions as enumerated u/s 178 of the Companies Act, 2013. As on date, this Committee comprises of the following Directors as on date:

Name of the Director Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Venkateshwar Parne (DIN: 06446233) Member

The Nomination and Remuneration Committee met Once (1) during the financial year 2018-19 on 21/01/2019. Details of attendance of meetings of Committee by members are as follows:

Name of the Member No. of meetings attended
Mr. Vaibhav Pradeep Dedhia (DIN:08068912) 1
Ms. Vandana Gupta (DIN:00013488) 0
Mr. Venkateshwar Parne (DIN: 06446233) 1

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee looks into the redressal of the shareholders complaints in respect of any matter including transfer of shares, non receipt of annual report, non receipt of declared dividend etc. This Committee comprises of the following Directors as on date:

Sr. Name of the Director No. Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Nitin Khara (DIN: 01670977) Member

The Stakeholder Relationship Committee met once (1) during the financial year 2018-19 i.e. 21/01/2019. Details of attendance of meetings of Committee by members are as follows:

Name of the Member No. of meetings attended
Mr. Vaibhav Pradeep Dedhia (DIN:08068912) 1
Ms. Vandana Gupta (DIN:00013488) 1
Mr. Nitin Khara (DIN: 01670977) 1

RISK MANAGEMENT COMMITTEE:

The Company had re-constituted the Risk Management Committee. As on date, this Committee comprises of the following Directors:

Sr. Name of the Director No. Category
1. Mr. Venkateshwar Parne (DIN: 06446233) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Vaibhav Pradeep Dedhia (DIN: 08068912) Member
4. Mr. Nitin Khara ( DIN: 01670977) Member

Risk Management Committee did not meet during the financial year 2018-2019.

APPOINTMENT OF STATUTORY AUDITORS

M/s. Ganesh Adukia and Associates, Chartered Accountants (Registration No. 142238W) were appointed as the Statutory Auditors of the Company at Thirty Third AGM held on September 26, 2018 shall hold the office as statutory auditors until the conclusion of the 38th Annual General Meeting of the Company.

STATUTORY AUDITORS REPORT

The Auditors Report has been annexed with this report; Auditors observations are self explanatory, which do not call for any further clarifications.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed CS. Yugandhara Kothalkar, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report is annexed herewith.

SECRETARIAL AUDITORS REPORT

The Secretarial Auditors Report has been annexed with this report. The report does not contain any remark made by the Secretarial Auditor and do not calls for any further comments.

INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board has internal team, as the Internal Auditor of the Company for the financial year 2018- 19.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT 9 is annexed herewith this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. During the year under review, the Company had no earnings and expenditure in foreign exchange.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors 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;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended March 31, 2019 on a "going concern basis".

e) The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g) The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SUBSIDIARIES. IOINT VENTURES OR ASSOCIATE COMPANIES

The Company is a subsidiary of Confidence Petroleum India Limited. The Company does not have any Subsidiary, Joint Venture or Associate Company.

CORPORATE GOVERNANCE

Since, the paid-up capital of the Company is less than Rs. 10 Crores and Net worth is less than Rs. 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Companys endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made thereunder, the criteria for complying with the CSR activity does not applicable to the Company throughout the year.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the Company has not received any complaint of sexual harassment during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

DISCLOSURE OF FRAUDS IN THE BOARD S REPORT U/S 143 OF THE COMPANIES ACT. 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declare that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2018-2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report and the Annual Report.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.

Date: 02/09/2019

By the Order of Board

CONFIDENCE FUTURISTIC ENERGETECH LIMITED

Place: Nagpur Sd/-

(Vaibhav Pradeep Dedhia) Director (DIN: 08068912)

Sd/-

(Nitin Khara) Managing Director (DIN:01670977)