Dear Members,
Your Directors have pleasure in presenting 33rd Annual
Report together with the audited financial statement of your Company for the Financial
Year ended 31st March, 2023.
HIGHLIGHTS OF THE RESULTS AND STATE OF COMPANYS AFFAIRS:
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the
Companies Act, 2013, read with Rule 7 of the (Companies Accounts) Rules, 2014.
The Standalone and Consolidated financial performance of the Company,
for the Financial Year ended on 31st March, 2023 are summarized below:
( in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
1490.28 |
43.43 |
3345.29 |
265.48 |
| Other Income |
175.22 |
0.29 |
30.46 |
21.86 |
Total Income |
1665.50 |
43.72 |
3375.74 |
287.34 |
| Less: Total Expenses |
1294.93 |
40.13 |
3064.42 |
233.45 |
| Profit Before Tax |
370.56 |
3.59 |
311.33 |
53.89 |
| Less: Tax Expenses |
91.10 |
0.40 |
95.12 |
7.76 |
Profit/(Loss) for the Year |
279.47 |
3.19 |
216.21 |
46.13 |
| Other Comprehensive Income/ (Loss) for the
year |
- |
- |
- |
- |
| Total Comprehensive Income/ (Loss) for the
year |
279.47 |
3.19 |
216.21 |
46.13 |
| Earning per Equity Share (Basic and Diluted) |
0.87 |
0.01 |
0.65 |
0.10 |
COMPOSITE SCHEME OF ARRANGEENT
Your Directors are pleased to inform you that, the Board of Directors
had at their meeting held on 15th September, 2022 approved the composite scheme
of arrangement between Deep Energy Resources Limited ("Transferor Company 1" or
"DERL"), and Savla Oil and Gas Private Limited ("Transferor Company 2"
or "SOGPL"), with and into Praha Eergy Private Limited ("Transferee
Company" or "PEPL") and their respective shareholders and creditors under
section 230 to 232 of the Companies Act, 2013, and other applicable laws including the
rules and regulations ("Scheme") with effect from the appointed date as 01st
April, 2022.
The draft scheme is subject to the approval of the Stock Exchanges,
SEBI and other regulatory authorities. The Company has filed the requisite application
under Regulation 37 for seeking the "No-Objection Letters" from BSE Limited and
National Stock Exchange of India Limited. Once "No-Objection Letter" received
from the exchanges the Company, will move an application before the Honble National
Company Law Tribunal for further process.
The scheme and other documents are available on the website of the
Company at http://www.deepenergy.ooo/composite-scheme-of-arrangement.html.
COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):
During the year under review, the Companys Standalone total
revenue from operations increased to 1490.28 Lakhs as against 43.43 Lakhs in the
previous Financial Year. While the consolidated total revenue from operations increased to
3345.29 Lakhs as against 265.48 Lakhs in the previous financial year.
The Companys Standalone net profit increased to 279.47 Lakhs as
against 3.19 Lakhs in the previous year. On the other hand the consolidated net profit
also increased to 216.21 Lakhs as compared to 46.13 Lakhs in the previous financial
year.
Your Directors are expecting to achieve better results in time to come.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of
business of the Company.
SUBSIDIARY COMPANIES AND THEIR PERFORMANCE:
As on 31st Mach, 2023, the Company has three subsidiaries
namely Deep Natural Resources Limited, Prabha Energy Private Limited and Deep Energy LLC.
The Financial performance of each of the subsidiary company for the
financial year 2022-23 is as follows:
1. Deep Natural Resources Limited has earned total revenue of 243.11
Lakhs and total profit of 14.05 Lakhs during the financial year under review as compared
to the total revenue of 232.34 Lakhs and total profit of 46.70 Lakhs during the
preceding financial year.
2. Prabha Energy Private Limited has earned total revenue of 1,640.97
Lakhs and total profit of 9.61 Lakhs during the financial year under review as compared
to the total revenue of 11.28 Lakhs and total profit of 3.75 Lakhs during the
preceding financial year.
3. Deep Energy LLC has not earned any revenue during the financial year
under review and during the preceding financial year.
During the year under review, Prabha Energy Private Limited became an
unlisted material subsidiary Company. The policy for determining material subsidiaries as
approved is available on the Companys website at
http://www.deepenergy.ooo/docs/Policy-on-determining-of-Material-Subsidiary.pdf
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company prepared in
accordance with the Companies Act, 2013 and applicable accounting standards form part of
the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules
made there under a statement containing the salient features of the financial statement of
its subsidiaries in Form AOC-1 is attached to the financial statements and hence not
repeated here for the sake of brevity.
The Annual Financial Statements and related detailed information of the
subsidiary companies shall be made available to the shareholders of the Company seeking
such information on all working days during business hours upto the date of AGM. Any
member desirous of obtaining a copy of the said financial statement may write to the
Company Secretary at the Registered office of the Company. Further the financial
statements of the Company and its subsidiary companies are available for inspection by the
members at the Registered Office of the Company on all working days during business hours
upto the date of the AGM as required under Section 136 of the Companies Act, 2013.
In accordance with Section 136 of the Act, the financial statements
including the consolidated financial statement, financial statements of subsidiaries and
all other documents required to be attached to this report are available on the
Companys website www.deepenergy.ooo.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments of subsidiaries of the Company are covered in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
DIVIDEND:
In view of the future Capital expenditures, the Directors have decided
to plough back the profits. Hence, no dividend has been recommended this year on equity
shares of the Company.
TRANSFER TO RESERVES:
The Board of Directors of the Company has decided not to transfer any
amount to General Reserves for the financial year 2022-23.
DEPOSITS:
The Company has neither accepted nor renewed any deposits within the
meaning of Chapter V of the Companies Act, 2013 read with the rules made there under.
Further, there were no unpaid or unclaimed deposit as on 31st March, 2023.
SHARE CAPITAL:
The authorized, subscribed and paid up Equity Share Capital of the
Company as on 31st March, 2023 was 32.00 Crores. During the period under
review, there were no change in the authorised, subscribed and paid-up share capital of
the Company.
During the year under review, the Company has not: i. issued any
shares, warrants, debentures, bonds or any other convertible or non-convertible
securities. ii. issued equity shares with differential rights as to dividend, voting or
otherwise. iii. issued any sweat equity shares or employee stock option scheme.
iv. made any changes in the voting rights of the existing shareholders.
v. reduced the share capital or bought back shares or provided money
for purchase of its own shares by employees or by trustees for the benefit of employees.
Further the Companys equity shares are available for
dematerialization through National Securities Depository Limited and Central Depository
Services (India) Limited. As on 31st March, 2023, 99.99% of the equity shares
of your Company were held in demat form.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 in
Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the
Companies (Management and Administration) Rules, 2014, is available on the website of the
Company at www.deepenergy.ooo. The same can be accessed through weblink
http://www.deepenergy.ooo/annual-reports.html.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:
As on 31st March, 2023, your Company has three (3)
subsidiaries. There were no company(ies) which became or ceased to be subsidiary, joint
venture or associate company of the Company during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As at 31st March, 2023, your Companys Board comprised
of 6 (six) Directors, of which 1 (one) is Chairman and Non Executive Director, 2 (two) are
Executive Directors and 3 (Three) are Independent Directors including 1 (one) women
director. Other statutory details are provided in the Corporate Governance Report, which
forms a part of this Annual Report.
a) Appointment/Re-appointment during the year:
Based on the recommendation of the Nomination and Remuneration
Committee, Mr. Vishal Palkhiwala (DIN: 09695011) has been appointed as a Additional
Executive Director of the Company w.e.f 13th August, 2022 and further
regularized as an Executive Director of the Company at the 32nd Annual General
Meeting held on 29th September, 2022.
b) Directors Retire by Rotation:
In accordance with the provisions of Section 152[6] of the Act and in
terms of the Articles of Association of the Company, Mr. Shail Savla (DIN: 08763064),
Managing Director will retire by rotation at the ensuing Annual General Meeting and being
eligible, offer himself for re-appointment. The Board of Directors recommends his
appointment as Directors of the Company, liable to retire by rotation.
The Brief details of Mr. Shail Savla (DIN: 08763064) as required under
Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are annexed
to the notice convening the Annual General Meeting which forms part of this Annual Report.
c) Resignations:
Mr. Ajay Kumar Singhania, had tendered his resignation from the office
of Executive the Director of the Company w.e.f 01st July, 2022.
There was no other changes in the composition of the Board of Directors
during the year under review, except as stated above.
d) Independent Directors:
The terms and conditions of appointment of Independent Directors are in
accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013
("Act") read with Schedule IV to the Act.
As on 31st March, 2023, there were 3 (Three) Independent
Directors on the Board of the Company including 1 (one) women Independent Director.
Declarations by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that
they meet with the criteria of Independence as provided in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. They have further declared that they are not debarred or
disqualified from being appointed or continuing as directors of companies by the SEBI
/Ministry of Corporate Affairs or any such statutory authority.
In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015 the
Independent Directors have confirmed that they are not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impact or impair their
ability to discharge their duties with an objective independent judgement and without any
external influence.
All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs ("IICA"). As per the provisions
of the Companies Act, 2013, 2 (two) independent directors have qualified their online self
assessment test and 1 (one) independent director has been qualified for the exemption from
the said test.
Familiarization Programme for Independent Directors:
In compliance with the requirements of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 the Company has put in place a
Familiarization Programme for the Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The details of the Familiarization Program
are available on the website of the Company at www.deepenergy.ooo
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on 31st
March, 2023:
1. Mr. Shail Savla, Managing Director
2. Mr. Vishal Palkhiwala, Executive Director
3. Mr. Shashvat Shah, Chief Financial Officer
4. Mr. Divyeshkumar Senjaliya, Company Secretary and Compliance officer
During the year under review, Ms. Dixita Soni, Company Secretary and
Compliance officer of the Company had tendered her resignation from the post of Company
Secretary and Compliance Officer of the Company w.e.f closing of the business hours of 22nd
October, 2022.
Mr. Divyeshkumar Senjaliya has been appointed as a Company Secretary
and Compliance officer of the Company w.e.f 12th November, 2022 by the Board of
Directors at their meeting held on the same date to fill the vacancy caused due to
resignation of Ms. Dixita Soni.
There were no other changes in the Key Managerial Personnel of the
Company during the year under review, except as stated above.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note
issued by the SEBI, the Board has carried out an annual evaluation of the performance of
the Board, performance of the Directors and also evaluated the working of Committees of
the Board after taking inputs from the Directors, on the basis of degree of fulfillment of
key responsibilities and roles, Qualifications, Experience, Knowledge and Competency,
Structure of Board, Regularity of meetings, commitment, Contribution and Integrity,
Independence, Independent views and judgment, Evaluation of Risk and various other
criteria as recommended by the Nomination and Remuneration Committee of the Company. The
Directors expressed their satisfaction with the evaluation process and outcome.
The evaluation of Chairperson was co-ordinated by the Chairman of the
Independent Directors meeting. The way, the evaluation has been carried out has been
explained in the Corporate Governance Report.
DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the year, 5 (five) meetings of Board of Directors were held. The
details of composition, the number of meeting of Board of Directors held during the
financial year under review and the number of meetings attended by each directors are
given in the Corporate Governance Report which forms a part of this report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Act and Regulation
25(3) of the SEBI Listing Regulations, 2 (Two) separate meetings of the Independent
Directors were held during financial year 2022-23. Further details are mentioned in the
Report of Corporate Governance, which forms a part of this report.
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the year under review, the Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on
the Board Meeting and General Meeting.
AUDIT COMMITTEE:
The Company has constituted Audit Committee in compliance with the
provisions of the Companies Act, 2013 read with the rules made there under and Regulation
18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The
details relating to the number of the meeting held, attendance of the meeting by the
committee members and the composition of the Committee are provided in the report of
Corporate Governance, which forms a part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee in
terms of the requirements of the Companies Act, 2013 read with the rules made thereunder
and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details relating to the number of the meeting held, attendance of
the meeting by the committee members and the composition of the committee are provided in
the report of Corporate Governance, which forms a part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee in
accordance with the requirements of the Companies Act, 2013 read with the rules made
thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details relating to the number of the meeting held, attendance of
the meeting by the committee members and the composition of the committee are provided in
the report of Corporate Governance, which forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted a Corporate Social Responsibility Committee
in accordance with the provisions of Section 135 of the Companies Act, 2013. The details
relating to the number of the meeting held, attendance of the meeting by the committee
members and the composition of the committee are provided in the report of Corporate
Governance, which forms a part of this report.
Pursuant to the provisions of section 135(5) of the Companies Act, 2013
(the Act) read with Rule made there under, the Company is required to spend at least 2% of
the average net profits (calulated under section 198 of the Companies Act, 2013) made
during the immediately three financial years towards CSR Expenditure. However, since the
company does not falls under the threshold limits prescribed for the applicability of CSR
obligation under section 135 of the Companies Act 2013, the company had not required to
spend any amount on CSR activities for Financial Year 2022-23. Hence forth the disclosure
required under Section 135 of the Companies Act, 2013 read with the rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this
report.
The CSR policy is available on the Companys website at
www.deepenergy.ooo.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the financial statements of the Company for the financial year ended on 31st
March, 2023, the Board of Directors state that :
a. In the preparation of the Annual Accounts for the financial year
ended 31st March, 2023, the applicable accounting standards had been followed
and there are no material departures;
b. 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 as at 31st
March, 2023 and of the profit of the Company for the year ended on that date;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Annual Accounts for the financial year ended 31st
March, 2023 have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls were adequate and operating
effectively.
f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The aforesaid statement has also been reviewed and confirmed by the
Audit Committee of the Board of Directors of the Company.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration
Committee, framed a nomination and remuneration policy for the Directors, Key Managerial
Personnel and Senior Management of the Company. The salient features of the Nomination and
Remuneration Policy of the Company is outlined in the Corporate Governance Report forming
part of this Annual Report. The Policy is also available on the website of the Company at
http://www.deepenergy.ooo/docs/Nomination%20_Remuneration_Policy.pdf
PROHIBITION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Regulating, Monitoring
and Reporting of trading of Insiders with a view to regulate, monitoring and reporting of
trading in securities by the Directors and designated persons of the Company. The Company
has formulated the Code of Practices and Procedures for Fair Disclosure in terms of the
requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board is
responsible for implementation of the Code. The Policy is available on our website.
www.deepenergy.ooo.
POLICY ON DETERMINATION OF MATERIALITY OF EVENT/INFORMATION:
The Company has adopted Policy on determination of materiality of
events/information for the purpose of disclosure to the stock exchanges in accordance with
the provisions of SEBI (Listing Obligations and Disclosers Requirements) Regulation, 2015.
The Board from time to time revised the said policy pursuant to the amendments in the
regulatory framework. The updated policy is available on the website of the Company at
http://www.deepenergy.ooo/docs/Policy-on-determination-of-Materiality-of-Events-and-information.pdf.
RISK MANAGEMENT POLICY:
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. It involves reviewing operations of the organization,
identifying potential threats to the organization and the likelihood of their occurrence
and then taking appropriate actions to address the most likely threats both business and
non-business risks. Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the
Company has put in place a Risk Management Policy primarily focusing on identification,
assessment, communication and management of risk in a cost effective manner - a holistic
approach to managing risk.
At present the company has not identified any element of risk which may
threaten the existence of the company. Discussion on risks and concerns are covered in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities
and has established a vigil mechanism for its Directors, Employees and Stakeholders
associated with the Company to report their genuine concerns in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The
Vigil Mechanism provides adequate safeguards against victimization of persons who use such
mechanism and provided direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been appropriately communicated within
the Company and has also been posted on the Website of the Company
http://www.deepenergy.ooo.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to create a healthy & conductive working
environment that enables women employees to work without fear of prejudice, gender and
sexual harassment and/or any such orientation in implicit or explicit form. The Company
considers sexual harassment as a gross misconduct.
During the year under review there was only one female employee
employed in the Company and she had also resigned from the services of the Company. The
Company had organized an awareness programme to spread the awareness of this Act. Through
this, the Company seeks to provide protection to its women employees against sexual
harassment at work place and thereby provide mechanism for redressal of complaints
relating to matters connected therewith or incidental thereto.
The following is a summary of sexual harassment complaints received,
disposed off and pending at the end of the year. (a) Number of complaints filed during the
financial year : Nil (b) Number of complaints disposed of during the financial year : Not
Applicable (c) Number of complaints pending as on end of the financial year: Nil
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and Material Orders passed by the Regulators
or Courts or Tribunals which would the going concern status of the Company and its
operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, the Company has not entered into any
transactions with its related parties within the purview of Section 188 of the Act and
accordingly, the disclosure of Related Party Transactions as required in terms of Section
134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is
not required.
The requisite disclosure as per IND-AS in relation to related party
transaction are provided in the notes to the financial statements forming part of this
report.
The policy of Related Party Transaction (RPT) is available on the
website of Company and weblink of the same is
http://www.deepenergy.ooo/docs/Related-Transaction-Policy.pdf.
PARTICULARS OF EMPLOYEES:
The statement containing information as required under the provisions
of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure
– A and forms part of this report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO:
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is
appended as Annexure- B to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
During the year under review the Company has granted inter corporate
loan under the provisions of Section 186 of the Companies Act, 2013. The details relating
to Inter Corporate Loan given and guarantee provided, investment made by the Company are
given in the notes to the Financial Statements, which forms part of this Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:
The details in respect of internal financial control and their adequacy
are included in the Management and Discussion & Analysis, which forms part of this
report.
CORPORATE GOVERNANCE:
As required under Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate
Governance for the financial year ended 31st March, 2023 along with Certificate
from Practicing Company Secretary confirming compliance of conditions of Corporate
Governance is annexed herewith as Annexure – C which forms part of this
report.
AUDITORS:
Statutory Auditors and their Report:
M/s. Mahendra N. Shah & Co., Chartered Accountant (Firm
Registration No 105775W) were appointed as Statutory Auditors of the Company for a period
of 5 consecutive financial year at 32nd Annual General Meeting held on 29th
September, 2022 to conduct the statutory audit from financial year 2022-23 to financial
year 2026-27.
The Statutory Auditors have given a confirmation to the effect that
they are eligible to continue with their appointment and that they have not been
disqualified in any manner from continuing as Statutory Auditors.
There are no qualifications, reservations or adverse remarks or
disclaimers made by Statutory Auditor of the Company, in their audit report and therefore,
does not call for any further explanation or comments from the Board under Section 134(3)
of the Companies Act, 2013.
Secretarial Auditors & Secretarial Audit Report:
Pursuant to the provision of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had at their meeting held on 30th May, 2022
appointed M/s. Ashish Shah & Associates, Practicing Company Secretaries, Ahmedabad, as
a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year
2022-23.
The Secretarial Audit Report for the Financial Year 2022-23 carried out
by M/s. Ashish Shah & Associates, (CP No.:5974, FCS: 4178) is annexed herewith as Annexure
- D. There are no qualifications, reservations or adverse remarks or disclaimers made
by Secretarial Auditor of the Company, in secretarial audit report and therefore, does not
call for any further explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
Pursuant to the provision of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board at its meeting held on 29th May, 2023 has appointed Mr. Ashish
Shah, Practicing Company Secretary (Membership No. 5974 & Certificate of Practice No.
4178) Proprietor of M/s. Ashish Shah & Associates as a Secretarial Auditors of the
Company to carry out Secretarial Audit for the financial year 2023-24.
Further, as per the requirements of the Listing Regulations,
Secretarial Auditors of Prabha Energy Private Limited (unlisted material subsidiary of the
Company) have undertaken secretarial audit for the financial year ended 31st
March, 2023. The Secretarial Audit Reports of such unlisted material subsidiary i.e.
Prabha Energy Private Limited is appended as Annexure-E. There are no
qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor
of the Company, in secretarial audit report.
Internal Auditors:
The Board had in its meeting held on 30th May, 2022
appointed M/s. Manubhai Shah & LLP, Chartered Accountants (ICAI Firm Registration
Number 106041W/W100136) as Internal Auditors of the Company for the Financial Year 2022-23
on such terms and conditions including remuneration as may be mutually agreed from time to
time between the Internal Auditors and the Company on the basis of recommendation by the
Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 is annexed herewith as Annexure –F which forms part of this
report.
COST RECORDS AND AUDIT:
Since, the Company does not falls under the criteria in terms of
turnover prescribed for the applicability of the Cost Records and its Audit under Section
148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014, the requirement of Cost Record and its audit was not applicable to the Company for
the financial year 2022-23.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and the
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its Officers or Employees either to the Central Government or the Audit Committee/Board
under section 143(12) of the Companies Act, 2013.
INSURANCE:
All movable properties as owned by the Company continued to be
adequately insured against risks.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no such events/ transactions during the year
under review:
a. There was no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. There has been no instance of valuation done for settlement or for
taking loan from the Banks or Financial Institutions.
AKNOWLEDGEMENTS:
Your Directors wish to place on record their deep sense of appreciation
for the commitment displayed by all the employees of the Company resulting in successful
performance during the year under review.
Our Directors also take this opportunity to place on record the
co-operation, assistance and continued support extended by the Banks, Government
Authorities, Vendors and Shareholders during the year under review.
|
For and on behalf of the Board of
Directors |
|
Deep Energy Resources Limited |
Date : 11.08.2023 |
Premsingh M. Sawhney |
Place : Ahmedabad |
Chairman & Non Executive Director |
|
DIN:03231054 |
+91-9892691696
