kp energy ltd Directors report


Dear Shareholders,

Your Directors are pleased to present this 14th Annual Report on the business and operation of your Company together with Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

R In lakhs

Particulars

Standalone

Consolidated

2023 2022 2023 2022

Revenue from operations

43,382.68 25,038.39 43,782.25 25,038.39

Other Income

455.78 346.47 456.42 346.47

Total Income

43,838.46 25,384.86 44,238.67 25,384.86

Expenditure

(36,463.48) (21,614.13) (36,681.73) (21,643.12)

Profit Earnings before interest, tax, depreciation and amortization (EBITDA)

7,374.98 3,770.73 7,556.94 3,741.74

Finance Cost

(540.60) (432.07) (540.68) (432.15)

Depreciation

(516.53) (446.12) (519.03) (563.19)

Profit Before Taxation

6,317.86 2,892.55 6,497.24 2746.41

Share of Profit/(Loss) from an associate

- - (113.55) -

Tax expenses

(1,936.26) (800.32) (1,992.87) (919.66)

Profit for the period

4,381.60 2,092.23 4,390.82 1,826.75

(Previous period/year figures have been re-grouped/re-classified wherever required) a. There has been no change in nature of business of your Company.

2. PERFORMANCE HIGHLIGHTS:

Consolidated:

Total revenue from operations of the Company for the financial year 2022-23 stood at ? 43,782.25 lakhs as against ? 25,038.39 lakhs for the financial year 2021-22, showing an increase of 75%.

EBITDA for the financial year 2022-23 stood at ? 7,556.94 lakhs as against ? 3,741.74 lakhs for the financial year 2021-22, showing an increase of 102%.

Profit after tax for the financial year 2022-23 stood at ? 4,390.82 lakhs as against ? 1,826.75 lakhs for the financial year 2021-22 showing an increase of 140%.

Standalone:

Total revenue from operations of the Company for the financial year 2022-23 stood at ? 43,382.68 lakhs as against ? 25,038.39 lakhs for the financial year 2021-22, showing an increase of 73%.

EBITDA for the financial year 2022-23 stood at ? 7,374.98 lakhs as against ? 3,770.73 lakhs for the financial year 2021-22, showing an increase of 96%.

Profit after tax for the financial year 2022-23 stood at ? 4,381.60 lakhs as against ? 2,092.23 lakhs for the financial year 2021-22 showing an increase of 109%.

Annual Performance:

Details of your Companys annual financial performance as published on the Companys website, after declaration of annual financial results, can be accessed using the following link: https://kpenergy.in/kpedata/assets/uploads/ KPE_Q4FY23_Investor%20Presentation.pdf

3. DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the Company declared an interim dividend of ? 0.25 paisa (2.50%), ? 0.20 paisa (2.00%), and ? 0.25 paisa (2.50%) respectively in the meeting of the Board of Directors held on August 12, 2022, October 19, 2022, and January 30, 2023, aggregating to R 0.70/- (7.00%) per equity share having a face value of ? 10/- each on the paid-up equity share capital of the Company. Further, the Company has not declared or recommended a final dividend for the financial year 2022-23.

The Company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended March 31, 2023.

4. CHANGES IN SHARE CAPITAL:

During the year under review, the members of the Company has passed an ordinary resolution through postal ballot dated Monday, February 6, 2023, for alteration in the

Share Capital of the Company by way of sub-division/split of existing equity share of the Company from 1 (One) equity share having face value of ? 10/- (Rupees Ten only) each, fully paid-up into 2 (Two) equity shares having face value of ? 5/- (Rupees Five only) each fully paid-up.

The Authorized Share Capital of the Company is ? 12,50,00,000/- (Rupees Twelve Crores Fifty lakhs only) divided into 2,50,00,000 (Two Crores Fifty lakhs) Equity Shares of ? 5/- (Rupees Five only) each.

The Paid-up Share Capital of the Company is ? 11,11,50,000/- (Rupees Eleven Crores Eleven lakhs Fifty Thousand Only) divided into 2,22,30,000 (Two Crore Twenty-Two Lac Thirty Thousand) equity shares of ? 5/- (Rupees Five only).

Subsequently, the National Securities Depository Limited and Central Depository Services Limited ("Depositories”)

issued and activated new ISIN INE127T01021 for the Equity shares of the Company.

5. AMOUNT OF UNPAID/UNCLAIMED DIVIDEND TRANSFER TO UNPAID DIVIDEND ACCOUNT OF THE COMPANY:

During the financial year 2022-23, Company has transferred an amount of ? 62,933.15/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Company has paid the dividend after verification of the claims received from the shareholders, from the unpaid Dividend Account. The Statement of unpaid/unclaimed dividends as on March 31, 2023 is uploaded on the Companys website www.kpenergy.in.

No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

6. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

7. CREDIT RATING:

The CARE has reaffirmed the credit rating for Long-term bank facilities and Short-term bank facilities of the Company as CARE BBB; Stable/CARE A3+. The Summary of Rating action is as follows:

Facilities/Instruments

Amount (^ crore) Rating

Long-term bank facilities

92.79

(Enhanced from 27.79)

CARE BBB; Stable

Long-term/Short-term bank facilities

31.00 CARE BBB; Stable/CARE A3+

Total

123.79 -

8. QUALITY INITIATIVES:

The Company fulfills the requirements of the standards, all certificates of ISO certified from Deutsch Quality System (DQS) India, partner of UL (Underwriters Laboratories) LLC, a global safety certification Company having head quarter in Northbrook, Illinois, United States for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health & Safety Management System).

9. EMPLOYEE STOCK OPTION PLAN:

Your Company approved the Employee Stock Option Scheme to reward its employees for their past association and performance. The scheme named as K.P. Energy Limited Employee Stock Option Plan Tranche - I (Scheme) was recommended by the Board of Directors on August 28, 2017 which was approved by the Shareholders vide special resolution on September 23, 2017. During the financial year 2022-23, the Company has not granted any Stock Options under the Employee Stock Option Scheme and there were no Stock Options outstanding as on March 31, 2023. Hence, there are no disclosures provided, as required under Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year 2022-23, there have been no material changes and commitments except as specifically disclosed by the Company, which affects the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

11. DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

• Board of Directors:

As of March 31, 2023, your Companys Board comprises eight (8) members, consisting of one (1) Managing Director, one (1) Whole-Time Director, four (4) Independent Directors, and two (2) Non-Executive and Non-Independent Directors. The Board has Two Woman Directors.

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mrs. Bhadrabala Dhimant Joshi (DIN: 07244587) is liable to retire by rotation and offer herself for

re-appointment as Director of the Company. Afte considering recommendations of Board anc Nomination and Remuneration Committee, the Members of the Company at the ensuing Annua General Meeting may re-appoint Mrs. Bhadrabal; Dhimant Joshi (DIN: 07244587) as Director of the Company. Brief profile of Mrs. Bhadrabala Dhiman Joshi has been given in the Notice convening the 14th Annual General Meeting. During the yea 2022-23, there were changes in Directors/Ke Managerial Personnel as stated below:

a. Dr. Neethimani Karunamoorthy (DIN: 01660111 has been appointed as an Additional Directo (Non-Executive Independent) w.e.f. March 26 2022 and has been regularized as Non-Executive Independent Director in the Extra Ordinar General Meeting held through Postal Ballot on June 01, 2022.

b. Mr. Vendhan Ganesan Mudaliar resigned from the post of Non-Executive Independent Director of the Company w.e.f. July 6, 2022.

c. Mrs. Venu Birappa (09123017) has been appointed as an additional director (Non-Executive Independent) w.e.f. July 6, 2022 and has beer regularized as Non-Executive Independen Director in the 13th Annual General Meeting held on September 29, 2022.

d. Mr. Ashish Ashwin Mithani (DIN: 00152771) resigned from the post of Non-Executive Non-Independen Director of the Company w.e.f. September 8, 2022

e. Mr. Rajendra Kundanlal Desai (DIN: 00198139 was appointed as an additional Non-Executive Independent Director of the Company in th Board Meeting held on November 10, 202; and was subsequently regularized as Directo (Non-Executive Independent) in Extra Ordinar General Meeting of the Company held through Postal Ballot on February 6, 2023.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independen Directors of the Company and the Board is satisfied of th integrity, expertise, and experience (including proficienc in terms of Section 150(1) of the Act and applicable rule: thereunder) of all Independent Directors on the Board Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank o Independent Directors maintained with the Indian Institute of Corporate Affairs.

As on the date of this report, pursuant to th recommendation of Nomination and Remuneration Committee, Mr. Afzal Harunbhai Malkani was appointed a: an Additional Director (Non-Executive Non-Independent by the Board of Directors w.e.f. August 10, 2023. The regularization of Mr. Afzal Harunbhai Malkani as Directo (Non-Executive Non-Independent) will be placed before the shareholders at the ensuing Annual General Meeting o the Company.

• Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Act:

1. Dr. Farukbhai Gulambhai Patel, Managing Director

2. Mr. Affan Faruk Patel, Whole-Time Director

3. Mr. Karmit Haribhadrabhai Sheth,

Company Secretary and Compliance Officer

4. Mr. Pravinkumar Singh, Chief Financial Officer

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of the Act, the Company has received declarations from the Independent Directors of the Company confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

13. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted two (2) programs for familiarization of the Independent Directors on different aspects.

14. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Eleven (11) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

15. INDEPENDENT DIRECTORS AND THEIR MEETING:

The Independent Directors met on March 29, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

16. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

17. AUDITORS AND AUDITORS REPORT:

• Statutory Auditors:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. MAAK and Associates, Chartered Accountants, bearing Firm Registration No. 135024W were appointed as the statutory auditors at the 12th Annual General Meeting of the Company held on September 30, 2021, for a term of 5 consecutive years commencing from the conclusion of 12th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held for financial year 2025-2026. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder.

• Statutory Auditors Observations in Audit Report:

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2023 does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and the Rules framed thereunder, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed M/s. SJV & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 30, 2022. A Secretarial Audit Report in Form MR-3 issued by M/s. SJV & Associates, Practicing Company Secretary has been provided in an ANNEXURE-I which forms part of this Report.

• Secretarial Auditors Observations in Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial auditor does not contain any qualifications, reservations or adverse remarks or disclaimers.

• Internal Auditor:

Pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014, on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed

M/s. RHA & Co., Chartered Accountants (FRN.: 142551W) as an Internal Auditor of the Company to undertake the internal Audit for the Financial Year 2022-23 in Meeting of Board of Directors held on May 30, 2022.

• Cost Auditor:

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Act, the Company is required to maintain the cost accounts and records of the Company, accordingly, on recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. Nanty Shah & Associates, Cost Accountants, Firm Registration No. 101268, as Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2022-23 in Meeting of Board of Directors held on May 30, 2022. Accordingly, after considering the recommendations of Audit Committee and Board of Directors of the Company, the remuneration payable to the Cost Auditor shall be ratified by the members at the ensuing Annual General Meeting.

• Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditor(s), Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143(12) of the Act.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy is available on the website of your Company at https://kpenergy. in/kpedata/assets/uploads/Corporate%20Social%20 Responsibility%20Policy.pdf. The Report on CSR activities is annexed as ANNEXURE-II to this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023, your Company has Six (6) subsidiary companies, One (1) associate Company and Six (6) project specific Special Purpose Vehicles (SPVs) in form of Limited Liability Partnership.

The list of Subsidiaries and associates of the Company as on March 31, 2023, is forming a part of Boards Report and the details under Section 129 of the Act read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the Company is provided in Form AOC-1 under ANNEXURE-III which forms part of this report.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a Section forming part of this Integrated Annual Report.

21. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct, is available on the website of your Company at can be assessed using the link: https://kpenergy.in/kpedata/assets/uploads/Code%20 of%20Conduct%20for%20Board%20of%20Directors%20 &%20Senior%20Management.pdf.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company at https://kpenergy.in/kpedata/assets/uploads/Vigil%20 Mechanism.pdf.

24. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://kpenergy.in/Annual-Return.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Act, with respect to loans, guarantees, investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Act. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

26. RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year were generally at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as ANNEXURE-IV of this Report.

The Policy on Related Party Transactions is available on the Companys website and can be assessed using the link: https://kpenergy.in/kpedata/assets/uploads/Policy%20 on%20Related%20Party%20Transanction.pdf

27. RISK MANAGEMENT:

Companys Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Company. The Board of the Company is responsible for framing, implementing, monitoring, reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework, we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure-V of this Report.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of

the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure-VI.

30. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of your Company at https://kpenergy.in/Code-and-Policies.

31. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://kpenergy.in/kpedata/assets/uploads/Nomination,%20 Remuneration%20and%20Evaluation%20Policy.pdf

32. HEALTH, SAFETY & ENVIRONMENT POLICY:

The Company has recognized, health management, occupational safety and environment protection (HSE) as one of the most important elements in the organizations sustainable growth and has closely linked it to its cultural values. Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees. The HSE policy has been reviewed by the Company and is also available on the Companys website at https://kpenergy.in/kpedata/assets/uploads/Health-Safety- Environment%20Policy.pdf

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

34. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and ability, state the following:

I. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. that such accounting policies have been selected and applied them consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit and loss of the Company for that period;

III. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the annual financial statements have been prepared on a going concern basis;

V. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

VI. those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

36. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme;

• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future;

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016;

• One-time settlement of loan obtained from the Banks or Financial Institutions;

• Revision of financial statements and Directors Report of the Company;

• None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/Ministry of Corporate Affairs/Statutory Authorities;

• Neither the Managing Director nor the Whole-Time Directors of the Company, receives any commission from any of its subsidiaries.

37. ACKNOWLEDGEMENT:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly or indirectly associated with the Company for their continued cooperation and support throughout the year.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

K.P. Energy Limited

Farukbhai Gulambhai Patel Affan Faruk Patel

Place: Surat

Managing Director Whole-Time Director

Date: August 29, 2023

DIN: 00414045 DIN: 08576337