Confidence Petroleum India Limited
Your Directors have pleasure in presenting the 21th Annual Report of theCompany together with the audited accounts for the year ended 2014-15. The summarizedresults for the year ended 31st March 2015 are as under:
The performance of the Company for the financial year ended 2013-14 is summarizedbelow: -
|Particulars ||FY 2014-15 ||FY 2013-14 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Total income ||26757.84 ||23797.35 |
|Operating Profit ||3251.72 ||3767.21 |
|Less : 1) Interest & Financial Charges ||1089.23 ||1267.50 |
|2) Depreciation ||2826.15 ||2187.66 |
| ||(663.66) ||312.05 |
|Less : Extraordinary Items ||1583.66 ||0 |
|Profit Before Tax ||(2247.32) ||312.05 |
|Less : Taxation || || |
|1)Current ||0 ||38.33 |
|2)Deferred Tax ||56.03 ||65.67 |
|Profit after Taxation ||(2303.35) ||208.04 |
|Balance Brought Forward ||(2303.35) ||208.04 |
|Additional Depreciation net of deferred tax as per Companies Act 2013 ||431.61 ||0 |
|Amount Available for appropriation ||0 ||0 |
|Appropriation ||0 ||0 |
|Proposed Dividend on equity shares ||0 ||0 |
|Tax on Proposed Dividend ||0 ||0 |
|Amount transferred to General Reserve ||0 ||0 |
|Amount transferred to Balance Sheet ||(1871.74) ||208.04 |
CONSOLIDATED FINANCIAL STATEMENTS
As required under Clause 32 of Listing Agreements and in compliance with the AccountingStandard 21 Consolidated Financial Statement of the Company and its subsidiaries asaforesaid have been attached with the annual accounts of the Company.
OPERATIONAL REVIEW & FUTURE PROSPECTS
During the period under review The turnover of the company increased from Rs. 23797.35Lacs to Rs. 26757.84 Lacs representing 12.44% increment of previous year whileprofitability of the company has decline from Rs. 208.04 Lacs to loss of Rs.2303.35 Lacsby 1207.16%. This was due to uncertainty of Production cost & LPG gas prices &also due to Loss on Account of Hud hud Cyclone.
From the Consolidated Profit and Loss Account for the financial year 2014-15 it may beobserved that the Turnover increase by 14 per cent to Rs. 308.19 Lacs as compared to Rs.270.24 Lacs in the previous year. but profit after tax and after minority interest for theyear has decline from Rs. 217.21 Lacs to loss of Rs. 2297.83 Lacs. The Board of Directorare trying their best to improve the performance of the company. Further the company hasexpanded its business in new products and services. The Details are as below.
The company has engage in business of cylinder manufacturing for Domestic as well ascommercial use. LPG Cylinder manufacturing facility produces 4-14 Kg-Domestic Cylinder 15-17 Kg-Commercial Cylinders 21-35 Kg Special purpose/ Auto LPG Cylinders. With 7manufacturing units the company ensures the best quality material combined with superiorworkmanship. As the one of the largest LPG Cylinder manufacturer of India & withexpanded customer base the company in view to further expansion with more efficientplants technical knowhow & research. The Company successfully engage in the businessof CNG & High Pressure Cylinder manufacturing Packed Cylinder in the Brand name of" Go Gas" LPG & CNG Meters LPG bottling services with 51 establishedplants with expansion year by year Auto LPG Dispensing Stations having more than 100plants across pan India Hot repairs & transportation are the emerging segment of thecompany in which company recorded growth significantly.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operational performance and future outlook of the Company is givenunder the Management Discussion and Analysis Report which forms part of this Report.
CORPORATE GOVERNANCE REPORT
As required by the Clause 49 of the Listing Agreement with stock exchanges CorporateGovernance Report and a certificate confirming compliance with requirements of corporategovernance forms part of this report.
During the year ended 31st March 2015 your Company has not accepted any deposits fromthe public. There is no deposit remained unpaid/unclaimed at the end of the financialyear. The Company has take deposit from customer against cylinders as part of business.
During the year under Review the shareholders/members confirm the appointment of Mr.Mr. Sumant Sutaria (DIN 00298428) Mr. Ashish Bilakhiya (DIN 03626348) & Mr.Jigar Vora (DIN 06613973) as Independent Director of the company for the Period ofFive years. W.e.f. 30th September 2014. Mr. Nalin Khara Mr. Nalin Khara (DIN-00295604) Executive Director of the company has resigned the company w.e.f. 14thAuguest 2015.
In accordance with the provisions of Sections 149 and other applicable provisions ifany of the Companies Act 2013 ("Act") Mrs. Mansi Deogirkar (DIN 07269038) wasappointed as non executive Independent Director of the Company who hold the office tillthe conclusion of ensuing Annual General Meeting and being eligible for Independent Woman-Director for the period of 5 Year. None of the Independent Director will retire at theensuing Annual General Meeting of the Company.
Mr. Elesh Khara (DIN- 01765620) Directors are due to retire by rotation and beingeligible for reappointment has offered them-selves for reappointment. The Board proposesthem for reappointment as Directors liable to retire by rotation at the forthcoming TwentyFirst Annual General Meeting of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) In the preparation of Annual Accounts of the Company the applicable AccountingStandards have been followed along with proper explanation to material departures;
b) They have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true & fairview of the state of affairs of the Company at the end of the financial year 2014-15 andof the Profit of the Company for that period.
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) They have prepared the annual accounts of the Company on a going concern basis.
e) They have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these were adequate and operating efficiently.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report and inManagement Discussion and Analysis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. The Committee comprises ofExecutive and Independent Directors. CSR Committee of the Board has developed a CSR Policyand uploaded on the website of the Company.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism has been uploaded on the website of the Company.
AUDITORS AND AUDITOR'S REPORT
i) M/S. Bhandari & Associates Chartered Accountant Mumbai retires at theforthcoming Annual General Meeting and is eligible for re-appointment. The retiringauditors having furnished a certificate of their eligibility for reappointment undersection 141 of the Companies Act 2013 and. The board recommends their reappointment. Theobservation made by the auditors read together with the relevant notes thereon are selfexplanatory. Due to the change in the method of Depreciation as specified in Schedule IIto the Companies Act 2013 depreciation for the year ended March 31 2015 is higher andthe profit before tax is lower by Rs 737.05 Lacs & carrying amount of Rs 431.62 Lakhswas adjusted against retained earnings. The Hudhud cyclone badly affected the Plant of thecompany situated in Vizag hence resulting in loss of assets having WDV Rs 2365.18 Lacs(Gross Block Rs 4546.40 Lacs). The loss for Rs 1583.66 Lacs is accounted for net ofInsurance claim.
COST AUDITORS AND COST AUDIT REPORT
M/s. Narendra Peshne & Associates Cost Accountants Nagpur was appointed asCost Auditors of the company to conduct the audit of Cost Accounts maintained by thecompany. The Company has received the cost audit report from the cost auditor for thefinancial year 2014-15.
The Board of Director of the company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear 2014-15. The Secretarial Audit Report for the Financial Year ended 31stMarch 2015. The Secretarial Audit Report contained the adverse remarks which will beratified soon.
INTERNAL CONTROL SYSTEM/FINANCIAL CONTROL
The Company's internal control system comprises audit and compliance by in-houseInternal Audit Division. The internal auditors independently evaluate the adequacy ofinternal controls and concurrently audit the majority of the transactions in value terms.Independence of the audit and compliance is ensured by the direct reporting of InternalAudit Division and internal Auditors to the Audit Committee of the Board.
RELATED PARTY TRANSACTION
The Company has not entered any transaction with related parties except remuneration toDirector. There were no materially significant Related Party transaction i.e. transactionof material nature that may have potential conflict with the interest of the company atlarge.
EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92
The Extract of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 is annexed herewith.
SUBSIDIARIES AND ASSOCIATE COMPANIES
A disclosure required under Section 129 of the Companies Act 2013 & Rules madethereunder is enclosed as Annexure
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are set out below;
A) CONSERVATION OF ENERGY
Your Company is continuously taking initiatives to ensure the optimum utilization ofenergy available in day to day operations not only in offices but also at different sitesof execution of various projects. Your Company uses energy efficient lighting deviceslight fittings to save energy capacitor bank/devices to maintain power factor and plant& equipment which are environment and power efficient.
Energy conservation items : Nil
(B) TECHNOLOGY ABSORPTION
Your Company is doing its business by ensuring optimum utilization of its availableresources. Your Company has not taken any research & development activity so far. Ithas been executing its projects by using modern techniques modern machineries and byensuring the optimum utilization of its technical professional and skilled manpower.Technology Absorption items : Nil
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred the following expenses in foreign currency during thefinancial year 2014-15. The rupee equivalent of that amount has been given hereunder;
Foreign Exchange earnings and Outgo: Earning of foreign Currency during The year is Niland outgo is made under following head:
|Particulars ||Rs. (In Lacs) |
|For Purchase of LPG Dispensers Return on investment received ||9.92 |
|For Investment in Equity of Foreign Subsidiary (PT Surya Go Gas Indonesia) ||39.15 |
|Investment in Equity of Foreign Subsidiary (Gold Bid Limited Mauritius) ||35.50 |
MEETING OF THE BOARDS
The Board of Directors duly met 5 times during the financial year from 1st April 2014to 31st March 2015. The dates on which the meetings were held are as follows:
30th May 2014; 13th August 2014; 13th November 2014 14th February 2015 and 31stMarch 2015.
In terms of Section 177 of the Companies Act 2013 read with rule 6 of the companies(Meeting of Boards and its Power) Rules 2014 the Audit Committee of the Board consist ofMr. Sumant Sutaria- Chairman Mr. Ashish Bilakhiya & Mr. Elesh Khara as a goodpractice of Corporate Governance. The recommendations made by the Committee were acceptedby the board.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178 of the Companies Act 2013 read with rule 6 of the companies(Meeting of Boards and its Power) Rules 2014 The Nomination And Remuneration Committeeof the Board consist of Mr. Sumant Sutaria- Chairman Mr. Ashish Bilakhiya & Mr.Elesh Khara as a good practice of Corporate Governance.
INTERNAL COMPLIANT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has in place the Internal Compliant Committee Under The Sexual Harassmentof Women At Workplace (Prevention Prohibition & Redressal) Act 2013. The Primaryobjective of the said committee is to provide protection against sexual harassment ofwomen at work place and prevention and redressal of the complaint for the matter connectedtherewith or incidental therero.
LISTING OF SHARES
The Equity Shares of the company are listed on Bombay Stock Exchange Ltd. The Companyhas paid Annual Listing Fees for the stock exchange for the Financial Year 2014-15.
Your Director state that no disclosure or reporting are made on the following items asthere were no transactions initiated during the year under review. The company has notissued Dividend any shares or debenture & not enter any related party transaction.The company has not paid salary more than Rs.50 Lacs to any Director or KMP or anyEmployee. The company has received show cause notice in 2011 by Ministry of CorporateAffairs for violation of section under companies Act 1956. Further the Company hasinitiated the Compounding of said offences before Regional Director Mumbai &completed the same.
Your directors wish to place on record their appreciation of the admirable supportreceived from the company's bankers employees and all other stakeholders connected withthe company.
For and on behalf of the Board Director
|SD/- ||SD/- |
|Nitin Khara ||Elesh Khara |
|Managing Director ||Director |
|Place: Nagpur || |
|Date:03/09/2015 || |
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
(Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)
CONFIDENCE PETROLEUM (I) LIMITED CIN- L40200MH1994PLC079766
B-13 PRABHU KRIPA SOCIETY NANDA PATKAR ROAD
NEAR TELEPHONE EXCHANGE VILE PARLE (EAST)
MUMBAI- 400 057.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CONFIDENCE PETROLEUM (I)LIMITED. (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my/our verification of the CONFIDENCE PETROLEUM (I) LIMITED'S bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in my/ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by CONFIDENCE PETROLEUM (I) LIMITED. ("the Company")for the financial year ended on31st March 2015 according to the provisionsof:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and (Not applicable to the Company during the Audit Period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period);
(vi) Other laws applicable to the Company as per the representations made by theManagement.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
i) The company has not duly complied the provision with respect to appointment of KeyManagerial Personal as applicable under Companies Act 2013 & in Listing Agreement.
ii) The Company has not filled requisite E- forms as applicable under Companies Act2013 within the time prescribe.
iii) Promoter shareholding are not fully Dematerialise.
iv) The company has received notices for violation of the provision of companies Act1956 in 2011. The Company has proceed the compounding of the said offences before theRegional Director Mumbai.
We further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act. Adequatenotice is given to all directors to schedule the Board Meetings agenda and detailed noteson agenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.
As per the minutes of the meeting duly recorded and signed by the Chairman TheDecisions of the board were unanimous and no dissenting views have been recorded
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period there were no specific events/actions in pursuance of the above referredlaws rules regulations guidelines etc having major bearing on the companies affairs.
|Date : 01st September 2015 ||For Siddharth Sipani & Associates |
|Place: Nagpur ||Company Secretaries |
| ||Sd/- |
| ||Siddharth Sipani |
| ||(Proprietor) |
| ||Memb. No. 28650 CP. No. 11193 |
CONFIDENCE PETROLEUM (I) LIMITED
B-13 PRABHU KRIPA SOCIETY
NANDA PATKAR ROAD
NEAR TELEPHONE EXCHANGE
VILE PARLE (EAST)
MUMBAI- 400 057.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
|Date : 01st September 2015 ||For Siddharth Sipani & Associates |
|Place: Nagpur ||Company Secretaries |
| ||Sd/- |
| ||Siddharth Sipani |
| ||(Proprietor) |
| ||Memb. No. 28650 CP. No. 11193 |