Confidence Petro Director Discussions


To,

The Members

Confidence Petroleum India Limited,

On behalf of the Board of Directors, I am delighted to present the 29th Boards 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 COMPANYS AFFAIRS

2.1 COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Earnings Per Share increased to 2.88 for the current year as against 2.84 in the previous year.

On Consolidated basis, your Companys 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 Companys annual financial performance as published on the Companys website and presented during the Analyst Meet, after declaration of annual results; can be accessed on the Companys website.

2.3 COMPANYS 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, Companys dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation policy are available on the Companys 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 Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys 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 arms 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 arms 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 CPILS 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 Companys performance, industry trends and other material changes with respect to your Companys and its subsidiaries, wherever applicable and provides a consolidated perspective of economic, social, and environmental aspects material to your Companys 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 Companys 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, Companys 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 Companys 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 BOARDS 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 Companys 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 Companys 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 CPILs 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 companys 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. DIRECTORS 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 Companys 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 Companys 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 Companys 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 Directors 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 AUDITORS 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 Companys internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee. The Companys 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 Companys 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 Companys 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 Companys 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 Companys 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