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Confidence Futuristic Energetech Ltd.

BSE: 539991 Sector: Others
NSE: N.A. ISIN Code: INE700F01016
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NSE 05:30 | 01 Jan Confidence Futuristic Energetech Ltd
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VOLUME 56
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Buy Price 47.10
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Sell Price 48.00
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OPEN 47.10
CLOSE 49.75
VOLUME 56
52-Week high 66.00
52-Week low 47.10
P/E
Mkt Cap.(Rs cr) 10
Buy Price 47.10
Buy Qty 1.00
Sell Price 48.00
Sell Qty 25.00

Confidence Futuristic Energetech Ltd. (CONFIDENCEFUT) - Director Report

Company director report

To

The Shareholders

Your Directors take pleasure in presenting the 34th Annual Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended March 31 2019.

BACKGROUND

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCESLIMITED) was incorporated under Companies Act 1956 on 26th June 1985 and nameof the company was recently changed on 26th October 2017. Equity Shares of theCompany are listed on BSE Limited and Metropolitan Stock Exchange of India Limited (MSEI).

FINANCIAL SUMMARY / HIGH LIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE)

The Company's financial results are as under:

(Amount in Lacs.)

Particulars

STANDALONE

2018-19 2017-18
Net Revenue from operations 784.64 71.24
Add: Other Income 115.48 75.57
Less: Expenditure 875.03 141.57
Operating profit (PBIDT)
Less: Interest& Financial Charges 0.25 0.48
Less: Depreciation 17.55 3.72
Profit Before Tax & Exceptional Item 7.28 1.04
Less : Exceptional Item 0 0
Less : Extraordinary Item 0 0
Profit before Tax 7.28 1.04
Less: Provision for Taxation:
1) Current Tax: 0.77 0.27
2) Deferred Tax: 1.13 0.04
Profit after Tax 5.39 0.73
Amount transferred to Balance Sheet
Earnings Per Share (EPS)- Basic 0.27 0.04
Diluted 0.27 0.04

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31 2019stood at Rs. 90012333/- as against Rs. 14680840/-for the year ended March 31 2018.The Profit after tax for the year ended March 31 2019 stood at Rs. 539087/- as comparedto Rs. 72539/- in the previous year ended March 31 2018.

STATE OF COMPANY'S AFFAIRS

With name and object the Company is engaged in the new segment of business ofComposite cylinder business. Innovations investment and positive modifications areexpected in the near future boosting the Company's revenue. Together with forward lookingstrategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred the amount to general reserve/Surplus out of the profitsof the year.

DIVIDEND

Director's do not recommend any dividend on Equity Shares for the financial year2018-19.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.

SHARE CAPITAL

During the year under review there is no change in share capital of the Company.

RISK MANAGEMENT

While the business risk associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. The company recognizes these risks and makes besteffort to mitigate them in time. Risk Management is also an integral part of the Company'sbusiness strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The Company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficiency of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be communicated.

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards the company has Whistle Blower Policy to provide a framework to promoteresponsible and secure whistle blowing. The Board of Directors of your Company has adoptedthe Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act 2013.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and the Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

COMPLIANCE

The Company has complied and continues to comply with the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with applicable provisions of the Companies Act 2013 ListingAgreement executed with the Stock Exchanges SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other applicable rules/ regulations/ guidelines issuedfrom time to time.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made thereunder. There is nounclaimed or unpaid deposit lying with the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There had been some changes in the Directors and some appointments of Key ManagerialPersonnel were made to comply with the provisions of the Companies Act 2013. The saidchanges are as follows:

Name of Director Designation Appointment/ Resignation Date of Change
1. RITESH PRAFULBHAI DESAI Director Resignation 18/04/2019
2. HARI KISHORE PENDRU Director (CFO & WTD) Resignation 30/08/2018

Kev Managerial Personnel IKMP!

Name of KMP Designation Appointment/ Resignation Date of Change
1. Nishant Jagat Bhandari CFO(KMP) Appointment 18/04/2019
2. Ms. Prity Bhabhra Company Secretary and Compliance Officer Appointment 28/05/2018

APPOINTMENT / RE-APPOINTMENT

SAs per Article 34(1) of the Article of Association of the Company one third of theDirectors are liable to retire by rotation at the Annual General Meeting of the Company.Venkateshwar Parne Reddy (DIN: 06446233) is liable to retire by rotation.

BOARD EVALUATION

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

PARTICULAR. OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Directors Ratio to median remuneration#
VANDANA GUPTA N.A.
NITIN PUNAMCHAND KHARA N.A.
RITESH PRAFULBHAI DESAI N.A.
VENKATESHWAR PARNE REDDY N.A.
JARUGULA SIVA PRASAD N.A.
HARI KISHORE PENDRU N.A.
VAIBHAV PRADEEP DEDHIA N.A.

# No Remuneration was paid to directors during the year under review except sittingfees.

*the expression"median" mean the numerical value separating the higher halfof a population from the lower half and the median of a finite list of numbers may befound by arranging all the observations from lowest value to highest value and picking themiddle one.

# Resigned during the year.

ii) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the Financial Year: Nil

iii) The percentage increase in the median remuneration of employees in the financialyear: Nil

iv) The number of Permanent employees on the rolls of the company : Nil

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There wasno remuneration paid to employees. Hence the comparison between the two cannot be made.

vi) The key parameters for any variable component of remuneration availed by thedirectors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of thecompany: It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES. 2014

A. Details of Top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil DIRECTORS APPOINTMENT ANDREMUNERATION POLICY

The Company's policy on director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms ofRegulations 25(8) of the Listing Regulations the Independent Directors have confirmedthat they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade thereunder a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186

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.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

Pursuant to the provisions of Section 188 of the Companies Act 2013 read with therules made thereunder and SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Company had not entered into any contract/ arrangement/ transactionwith related parties which could be considered material. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act 2013along with the justification for entering into such contract or arrangement in Form AOC-2does not form part of the report.

MEETINGS

The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. The Board of Directors of the Company met Five (5) times during the financialyear 2018-19.

28/05/2018 06/08/2018 30/08/2018 13/11/2018 21/01/2019

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013.

COMPOSITION/COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The Board has re-constituted an Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and 2 Directors out of 3 members have financial management expertise.This Committee comprises of the following Directors as on date:

Name of the Director Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Nitin Khara (DIN: 01670977) Member

The Audit Committee met Four (4) times during the financial year 2018-19 on 28/05/201806/08/2018 13/11/2018 and 21/01/2019.

Details of attendance of meetings of Committee by members are as follows:

Name of the Member No. of meetings attended
Ms. Vandana Gupta (DIN:00013488) 4
Mr. Vaibhav Pradeep Dedhia (DIN: 08068912) 4
Mr. Nitin Khara ( DIN: 01670977) 4

During the year under review the Board accepted all the recommendations made by theAudit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Company had re-constituted the Remuneration Committee (renamed as Nomination andRemuneration Committee) to decide and fix payment of remuneration and sitting fees to theDirectors of the Company as per provisions u/s 178 of the Companies Act 2013. Thiscommittee will look after the functions as enumerated u/s 178 of the Companies Act 2013.As on date this Committee comprises of the following Directors as on date:

Name of the Director Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Venkateshwar Parne (DIN: 06446233) Member

The Nomination and Remuneration Committee met Once (1) during the financial year2018-19 on 21/01/2019. Details of attendance of meetings of Committee by members are asfollows:

Name of the Member No. of meetings attended
Mr. Vaibhav Pradeep Dedhia (DIN:08068912) 1
Ms. Vandana Gupta (DIN:00013488) 0
Mr. Venkateshwar Parne (DIN: 06446233) 1

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee looks into the redressal of the shareholderscomplaints in respect of any matter including transfer of shares non receipt of annualreport non receipt of declared dividend etc. This Committee comprises of the followingDirectors as on date:

Sr. Name of the Director No. Category
1. Mr. Vaibhav Pradeep Dedhia (DIN:08068912) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Nitin Khara (DIN: 01670977) Member

The Stakeholder Relationship Committee met once (1) during the financial year 2018-19i.e. 21/01/2019. Details of attendance of meetings of Committee by members are as follows:

Name of the Member No. of meetings attended
Mr. Vaibhav Pradeep Dedhia (DIN:08068912) 1
Ms. Vandana Gupta (DIN:00013488) 1
Mr. Nitin Khara (DIN: 01670977) 1

RISK MANAGEMENT COMMITTEE:

The Company had re-constituted the Risk Management Committee. As on date thisCommittee comprises of the following Directors:

Sr. Name of the Director No. Category
1. Mr. Venkateshwar Parne (DIN: 06446233) Chairman
2. Ms. Vandana Gupta (DIN:00013488) Member
3. Mr. Vaibhav Pradeep Dedhia (DIN: 08068912) Member
4. Mr. Nitin Khara ( DIN: 01670977) Member

Risk Management Committee did not meet during the financial year 2018-2019.

APPOINTMENT OF STATUTORY AUDITORS

M/s. Ganesh Adukia and Associates Chartered Accountants (Registration No. 142238W)were appointed as the Statutory Auditors of the Company at Thirty Third AGM held onSeptember 26 2018 shall hold the office as statutory auditors until the conclusion of the38th Annual General Meeting of the Company.

STATUTORY AUDITORS REPORT

The Auditors Report has been annexed with this report; Auditor's observations are selfexplanatory which do not call for any further clarifications.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed CS. Yugandhara Kothalkar Practicing Company SecretaryNagpur to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.The Secretarial Audit Report is annexed herewith.

SECRETARIAL AUDITORS' REPORT

The Secretarial Auditor's Report has been annexed with this report. The report does notcontain any remark made by the Secretarial Auditor and do not calls for any furthercomments.

INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board has internal teamas the Internal Auditor of the Company for the financial year 2018- 19.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 is annexed herewith this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. However the Company makes all efforts towards conservation of energy protectionof environment and ensuring safety. During the year under review the Company had noearnings and expenditure in foreign exchange.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors of your company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended March31 2019 on a "going concern basis".

e) The Board of Directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

f) The Board of Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

g) The Board of Directors have adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

SUBSIDIARIES. IOINT VENTURES OR ASSOCIATE COMPANIES

The Company is a subsidiary of Confidence Petroleum India Limited. The Company does nothave any Subsidiary Joint Venture or Associate Company.

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act 2013 read with the rulesmade thereunder the criteria for complying with the CSR activity does not applicable tothe Company throughout the year.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules made thereunder theCompany has not received any complaint of sexual harassment during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.

DISCLOSURE OF FRAUDS IN THE BOARD S REPORT U/S 143 OF THE COMPANIES ACT. 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declare that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2018-2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately which forms part of this report and the Annual Report.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all levels.

Date: 02/09/2019

By the Order of Board

CONFIDENCE FUTURISTIC ENERGETECH LIMITED

Place: Nagpur Sd/-

(Vaibhav Pradeep Dedhia) Director (DIN: 08068912)

Sd/-

(Nitin Khara) Managing Director (DIN:01670977)