To the Members,
The Directors are pleased to present the 14th Annual Report on the business and operation of your Company together with audited financial statements of account for the year ended March 31, 2022.
1. FINANCIAL PERFORMANCE:
The audited financial statements of the Company as on March 31, 2022, 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 summarised financial highlight is depicted below:
|Revenue from operations||21,902.49||10,350.21||22,994.11||10,350.21|
|Profit Earnings before interest, tax, depreciation and amortization (EBITDA)||10,776.68||6,434.52||11,046.81||6,415.38|
|Extraordinary items/Prior Period Items||11.45||11.40||11.45||11.40|
|Profit Before Taxation||5,779.02||2,269.83||5,936.03||2,250.66|
|Profit for the period||4,461.70||1,454.64||4,324.53||1,435.47|
(Previous period/year figures have been re-grouped/re-classified wherever required)
2. Performance Highlights:
On a standalone basis, revenue for FY 2021-22 was RS 21,902.49 lacs compared to RS 10,350.21 lacs in FY 2020-21, representing an increase of 111.61%. Accordingly, the profit after tax (PAT) for FY 2021-22 was RS 4,461.70 lacs as opposed to RS 1,454.64 lacs in FY 2020-21, representing a 206.72% increase. As a result, the company has achieved tremendous growth in terms of revenue and profit in fiscal year 2021-22.
On a consolidated basis, revenue for FY 2021-22 was RS 22,994.11 lacs compared to RS 10,350.21 lacs in FY 2020-21, representing an increase of 122.16%. Accordingly, the profit after tax (PAT) for FY 2021-22 was RS 4,324.53 lacs as opposed to RS 1,435.47 lacs in FY 2020-21, representing a 201.26% increase. As a result, the company has achieved tremendous growth in terms of revenue and profit in fiscal year 2021-22.
3. Dividend and Reserves:
During the year under review, the Board of Directors of the Company has declared an interim dividend of Re. 0.60 paisa (6%) and Re. 0.40 paisa (4%) aggregating to Re. 1/- (10%) per equity share having a face value of RS 10/- each on the paid-up equity share capital of the Company. Further, the company has not declared/recommended final dividend for the financial year 2021-22.
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, 2022.
4. Share Capital:
During the year under review, there was no change in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.
• Authorised Share Capital:
The Authorised Share Capital of the company as on March 31, 2022 is RS 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of RS 10/- (Rupees ten only) each.
• Paidup Share Capital:
The paid up Share Capital of the company as on March 31, 2022 is RS 18,06,70,000/- (Rupees Eighteen Crores Six Lakhs Seventy Thousand only) divided into 1,80,67,000 (One Crore
Eighty Lakhs Sixty-Seven Thousand) Equity Shares of H10/- (Rupees ten only) each.
5. Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:
During the financial year 2021-22, Company has transferred an amount of H 69,381.60/- against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement of unpaid / unclaimed dividends as on March 31, 2022 is uploaded on the Companys website www.kpigreenenergy.com.
No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.
6. Deposits from public:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
7. Credit Rating:
During the financial year 2021-22, the ICRA has reaffirmed the credit rating and changed outlook on long term rating to positive from stable. The rated credit facilities of the company are mentioned below:
|Facilities||Rs in Cr.||Rating/Outlook|
|Term Loans||183.75||[ICRA]BBB+; Reaffirmed; outlook changed to Positive from Stable|
|Cash Credit||13.00||[ICRA]BBB+; Reaffirmed; outlook changed to Positive from Stable|
|Working Capital Demand Loans||2.75||[ICRA]A2; Reaffirmed|
|Bank Guarantee||0.50||[ICRA]A2; Reaffirmed|
|Bank Guarantee*||(2.00)||[ICRA]A2; Reaffirmed|
*Above mentioned Bank Guarantee is a sublimit of cash credit.
8. Migration from SME Platform to the Main Board of BSE Limited and National Stock Exchange of India Limited:
The equity shares of the company were listed on SME Platform of the BSE Limited since January 22, 2019. Moreover, the consent of the members of the company was accorded for migration of equity shares to both the exchanges and the Company successfully received the approvals from BSE Limited and National Stock Exchange of India Limited, bearing letter ref. no. LO/Migration/VM/MIG-TP/112/2021-22 dated July 23, 2021 and NSE/LIST/C/2021/0515 dated July 23, 2021, respectively for migration of the Equity Shares of the Company from the BSE SME platform to main board of BSE Limited and National Stock Exchange of India Limited respectively with effect from Tuesday, July 27, 2021. The Annual listing fee for the year 2021-22 has been paid to both the Exchanges.
9. Change of Name of the Company:
During the year 2021-22, the shareholders of the Company has approved the special resolution for Change of Name of the Company by way of Postal Ballot on March 9, 2022 and the application for Change of Name of the Company has also been approved by the Ministry of Corporate Affairs, Registrar of Companies, Ahmedabad (ROC) on April 6, 2022. Accordingly, the Companys name has been changed from K.P.I. Global Infrastructure Limited to KPI Green Energy Limited w.e.f. April 6, 2022. Further, both the Stock Exchanges i.e. BSE and National Stock Exchange of India (NSE) vide their Letter / Notice dated April 21, 2022 intimated the Trading Members of the Exchange about the name and symbol change of the Company w.e.f. April 27, 2022.
10. Employee Stock Option Plan:
During the financial year 2021-22, your Company has not granted any Stock Options under Employee Stock Option Scheme/ Employee Stock Purchase Scheme and there were no Stock Options outstanding as on March 31, 2022. Hence there are no disclosures provided, as required under Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014.
11. Material changes and commitments affecting the financial position of the Company:
During the financial year 2021-22, the financial assistance of RS 193.50 (Rupees One Hundred Ninety-Three Crores and Fifty Lakhs only) earlier availed by the Company from Power Finance Corporation Limited (PFC), currently, which is amounting to RS 178 Crores (Rupees One Hundred Seventy-Eight Crores only) has entirely taken over by State Bank of India (SBI), Surat. It is pertinent to note that the aforementioned financial assistance availed from PFC was at the average interest rate of 11.30% p.a., which shall be substantially reduce to 7.45% p.a. post takeover by SBI. The Company has availed immense financial benefit in the Rate of Interest through this financial restructuring. Except this, there have been no material changes and commitments 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.
12. Directors and Key Managerial Personnel:
• Board of Directors:
As on March 31, 2022, the Company has Six (6) Directors, consisting of three (3) Independent Directors, one (1) Non-Executive Directors and two (2) Executive Director out of which one (1) is Whole Time Director and one (1) is Chairman and Managing Director. In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Mohmed Sohil Yusufbhai Dabhoya (DIN: 07112947), Director is liable to retire by rotation and offer himself for re-appointment as Director of the company. After considering recommendations of Board, the members of the Company at the ensuing Annual General Meeting may re-appoint Mr. Mohmed Sohil
Yusufbhai Dabhoya as Director of the company. Brief profile of Mr. Mohmed Sohil Yusufbhai Dabhoya has been given in the Notice convening the 14th Annual General Meeting. During the year 2021-22 there was a change in Directors/Key Managerial Personnel as stated below:
a. Mr. Vendhan Ganesan Mudaliar has resigned from the post of Non-Executive Independent Director of the company w.e.f. May 4, 2021.
b. Mr. Salim Suleman Yahoo has resigned from the post of Chief Financial Officer of the company w.e.f. June 4, 2021.
c. Mr. Nirav Girishbhai Raval has appointed as Chief Financial Officer of the company w.e.f. August 3, 2021.
d. Mrs. Venu Birappa (DIN: 09123017) appointed as an Additional Non-Executive Independent Director in the Board Meeting held on August 3, 2021 was subsequently regularized in the 13th Annual General Meeting held on September 30, 2021.
e. Mr. Sharadchandra Babhutabhai Patil has been appointed as Additional Non-Executive Independent Director in the Board Meeting held on October 6, 2021 and has been regularized as Director (Non-Executive Independent) by way of Postal Ballot on March 9, 2022.
f. Mr. Lakshmana Rao Vaddi (DIN: 08 0 44133) resigned from the post of Non-Executive Independent Director of the Company w.e.f October 5, 2021.
• Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2022:
1. Mr. Farukbhai Gulambhai Patel, Chairman & Managing Director
2. Mr. Mohmed Sohil Yusufbhai Dabhoya, Whole Time Director
3. Mr. Nirav Girishbhai Raval, Chief Financial Officer (Resigned w.e.f. July 8, 2022)
4. Ms. Rajvi Upadhyay, Company Secretary & Compliance Officer
13. Declaration by an Independent Director(s):
Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, 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 Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.
14. 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 for such evaluation 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.
15. Meetings of Board of Directors:
The Board of Directors met 15 (fifteen) 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.
16. Independent Directors and their Meeting:
The Independent Directors met on March 30, 2022, 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.
17. Committees of the Board of Directors:
The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board of Directors:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing Committees to bring more independence and transparency. 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 Annual Report.
18. Subsidiaries, Joint Ventures and Associate companies:
As on March 31, 2022, the company has two (2) wholly own subsidiaries. As on March 31, 2022, the Company does not have any Associate and/or Joint Venture Companies.
The list of Subsidiaries and associates of the company as on March 31, 2022, is forming a part of Boards Report and the details under section 129 of the Companies Act, 2013, 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 - C which forms part of this report.
19. 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 Companies Act, 2013 (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. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, were appointed as the statutory auditor at the 13th Annual General Meeting held on September 30, 2021 for a second term of five (5) years from the conclusion of the 13th Annual General Meeting till the conclusion of 18th Annual General Meeting of the Company to be held in the year 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, 2022 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Secretarial Auditor:
Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (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 2021-22 in Meeting of Board of Directors held on June 28, 2021. A Secretarial Audit Report in Form MR-3 issued by M/s SJV & Associates, Practicing Company Secretary has been provided in an ANNEXURE - A which forms part of this Report.
• Secretarial Auditors observations in Secretarial Audit Report:
The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.
• Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment 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. RHA & Co., Chartered Accountant (FRN 142551W) as an Internal Auditor of the Company to conduct the internal Audit for the Financial Year 2021-22 in Meeting of Board of Directors held on June 28, 2021.
• Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013, 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. V.M. Patel & Associates, Cost Accountants as a Cost Auditor to prepare the Cost records and also undertake the Cost Audit for the financial year 2021-22 in the meeting of Board of Directors held on August 31, 2021. Accordingly, after considering the recommendations of Audit Committee and Board of Directors, 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 Auditors, 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 Companies Act, 2013. Hence, it is NOT APPLICABLE to the Company.
20. Corporate Social Responsibility (CSR):
The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013; Employees are one of the key stakeholders and support the CSR activities of the Company by giving active participation through volunteering. The Company has undertaken activities in the area of Education, Rural Development and other activities as per the Schedule VII of the Companies Act, 2013 and as per the Companys CSR policy. The approved CSR policy is also available on the Companys website https://www.kpigreenenergy.com/policies- disclosures.html. The Report on CSR activities as required is annexed as ANNEXURE - B to this report.
21. Management Discussion and Analysis:
The Management Discussion and Analysis Report on the operations of the Company as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section which forms part of this Annual Report.
22. 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.
23. 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.
24. Vigil mechanism/Whistle Blower Policy:
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation practices. The said policy is uploaded on the website of the Company https://www.kpigreenenergy.com/policies- disclosures.html.
25. Annual Return:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://www.kpigreenenergy.com/financials.html.
26. Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Companies Act, 2013, 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 Companies Act, 2013. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.
27. Related Party Transactions:
All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for approval and prior omnibus approval of the same has been obtained for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the financial year under review as required to be given in Form AOC-2, have been provided in an ANNEXURE - D which forms part of this Report.
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 from time to time is annexed to this Report as Annexure - E.
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 2020-21. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE - F.
The policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at https://www.kpigreenenergy.com/policies- disclosures.html
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://www. kpigreenenergy.com/policies-disclosures.html
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 https://www.kpigreenenergy.com/ policies-disclosures.html
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, there were no complaints pertaining to sexual harassment.
34. 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 Group. As per the SEBI Regulations, formation of Risk Management Committee (RMC) is applicable to the top 1000 listed entities, based on the market capitalization of immediate preceding financial year. Accordingly, the risk management provisions shall be applicable to our Company from financial year 2022-23 being the top 1000 listed entities based on the market capitalization as of March 31, 2022. The Board in its meeting held on May 7, 2022 has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Risk Management Policy is available on the website of the Company at https://www.kpigreenenergy.com/policies-disclosures.html.
35. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
I. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
II. 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 and of the profit of the company for that period;
III. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;
V. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
36. Secretarial Standards:
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
37. 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.
• Change in the nature of business of your Company
• Application 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.
• 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 receive any remuneration or commission from any of its subsidiaries.
The Directors would like to place on record the appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, Regulatory Authorities, Customers and Suppliers, Business Partners, Shareholders and other Stakeholders and all persons who are directly or indirectly associated with the company. The Directors also place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.
|For and on behalf of|
|KPI Green Energy Limited|
|(Formerly known as K.P.I. Global Infrastructure Limited)|
|Moh. Sohil Yusufbhai Dabhoya||Farukhbhai Gulambhai Patel|
|Place: Surat||Whole Time Director||Chairman & Managing Director|
|Date: September 1, 2022||DIN: 07112947||DIN: 00414045|