Confidence Petroleum India Limited
Your Directors have pleasure in presenting the 24th Annual Report of theCompany together with the audited accounts for the year ended 2017-18. The summarizedresults for the year ended 31st March 2018 are as under:
STANDALONE FINANCIAL RESULTS
The performance of the Company for the financial year ended 2017-18 is summarizedbelow:
(Rs. In Lacs)
|Particulars || |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Net Revenue from operations ||57364.22 ||48584.42 ||60674.91 ||49689.69 |
|Add: Other Income ||196.14 ||178.28 ||315.77 ||178.54 |
|Less: Expenditure ||50580.07 ||44589.04 ||53572.6 ||45566.25 |
|Operating profit [PBIDT) ||6980.29 ||4173.66 ||7418.08 ||4301.98 |
|Less: Interest& Financial Charges ||1051.52 ||1176.67 ||1208.96 ||1195.68 |
|Less: Depreciation ||2319 ||2350.79 ||2450.17 ||2415.97 |
|Profit Before Tax & Exceptional Item ||3609.77 ||646.20 ||3758.95 ||690.33 |
|Less : Exceptional Item ||0 ||0 ||0 ||0 |
|Less : Extraordinary Item ||0 ||0 ||0 ||0 |
|Profit before Tax ||3609.77 ||646.20 ||3758.95 ||690.33 |
|Less: Provision for Taxation: || || || || |
|1) Current Tax: ||899.98 ||155.31 ||908.74 ||155.30 |
|2) Deferred Tax: ||182.96 ||40.49 ||193.56 ||51.51 |
|Profit after Tax ||2526.83 ||450.40 ||2656.65 ||483.52 |
|Balance Brought Forward Appropriation: ||8065.73 ||7615.33 ||- ||- |
|Interim Dividend ||[129.42) ||- ||[129.42) ||- |
|Dividend Distribution Tax ||[25.87) ||- ||[25.87) ||- |
|Proposed Dividend ||0 ||- ||- ||- |
|Additional Depreciation net of deferred tax as per Companies Act 2013 ||0 ||0 ||0 ||0 |
|Amount transferred to Balance Sheet ||10437.27 ||8065.73 ||- ||- |
|Earnings Per Share [EPS) ||0.98 ||0.17 ||1.04 ||0.19 |
| ||0.98 ||0.17 ||1.04 ||0.19 |
As required under Regulation 33 of Listing Agreements and in compliance with theAccounting Standard 21 Consolidated Financial Statement of the Company and itssubsidiaries as aforesaid have been attached with the annual accounts of the Company. TheTurnover increased by 22.11% and Profit after Tax after considering minority interest andprofit from associates recorded at Rs. 2681.60 Lacs in the year under review.
OPERATIONAL REVIEW & FUTURE PROSPECTS
During the period under review the standalone turnover of the company increased fromRs. 48584.42 Lacs to Rs. 57364.23 Lacs representing 18.07% increment of previous yearwhile profitability of the company has increased from the previous Financial Yearrecording a profit of Rs. 450.39 Lacs to Rs. 2526.83 Lacs in the current year.From theConsolidated Profit and Loss Account for the financial year 2017-18 it may be observedthat the Turnover increased by 22.11% to Rs. 60674.92 Lacs as compared to Rs. 49689.70Lacs in the previous year and Profit after Tax and after minority interest for the yearhas an increment from Rs. 500.42 Lacs to profit of Rs. 2681.60 Lacs. The Company isexpanding its business operations in the country by tapping new growth and expansionopportunities. The Board of Directors are working hard to improve the performance of thecompany.
During the financial year the company performed very well in all the segment of thecompany which contained Cylinder Division LPG Division and Service &RefillingDivision ALDS ( Auto LPG Dispensing Stations) and the company is expecting goodperformance in coming year also.
The Company has acquire more than fifty percent shares of M/s- CONFIDENCE FUTURISTICENERGETECH LIMITED ( Formally Known As Globe Industrial Resources Limited) through openoffer in accordance woith SEBI Guideline as applicabl. Now M/s Confidence FuturesticEnergetech Limited is the Subsidary of the company as per the Companies Act 2013
During the year thriugh its subsidary CONFIDENCE FUTURISTIC ENERGETECH LIMITED haslaunched the Blast proof Composite cylinders. The company looking for the good performenceand demand in near future.
The Dividend Distribution Policy framed in line with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations) and is also uploadedon the Company 's website. The Company has declared an interim dividend of 5% i.e. Rs.0.05/- per share on 25/11/2017 during the Financial Year 2017-18.The company has notdeclared any final Dividend.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
During the year ended 31st March 2018 your Company has not accepted anydeposits from the public other than deposit on Cylinders from new customers. Furtherthese deposits are secured against cylinders supplied to them. There is no other depositremained unpaid/unclaimed at the end of the financial year.
RELATED PARTY TRANSACTIONS
The Audit Committee and the Board of Directors have approved the Related PartyTransactions Policy. All related party transactions that were entered during the financialyear were in the ordinary course of business and on an arm's length basis. There were nomaterially significant related party transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Company.
Form AOC - 2 has been annexed to this report.
SUBSIDIARIES AND ASSOCIATE COMPANIES
A disclosure required under sub-section (3) of Section 129 of the Companies Act 2013& Rules made thereunder is enclosed as Annexure in Form AOC-1.
Your Company has complied with the Corporate Governance requirements under the Act andas stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company is committed to maintain high standards on Corporate Governance asrequired by the Listing Agreement. A detailed report on the Corporate Governance practicesfollowed by the Company under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been annexed to this report.
Your Company has complied with Regulation 27 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT [MDA]
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 asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As required under Regulation 17(8) read with Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the CEO/CFO certification isattached with the annual report.
MEETINGS OF THE BOARD
The Board of Directors duly met Ten(10) times during the financial year from 01stApril 2017 to 31st March 2018. The dates on which the meetings were held areas follows:
|April-June-2017 ||July-September-2017 ||October-Decemebr-2017 ||January-March-2018 |
|01/04/2017 ||02/09/2017 ||25/11/2017 ||14/02/2018 |
|09/05/2017 ||14/09/2017 ||16/12/2017 ||27/03/2018 |
|30/05/2017 ||- ||22/12/2017 ||- |
COMMITTEES OF THE BOARD:
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. Vaibhav Dedhia - Chairman Mr.Sumant Sutaria & Mr. Elesh Khara as members. Therecommendations made by the Committee were accepted by the board. (Mr. Ashish BilakiyaResigned from Company & Committee w.e.f. 25/11/2017)
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 Mrs. Mansi Deogirkaras members andMr. Vaibhav Dedhia as members [Mr. Ashish Bilakiya Resigned w.e.f. 25/11/2017].
STAKEHOLDERS RELATIONSHIP/ GRIEVANCE COMMITTEE
In terms of Section 178 of the Companies Act 2013 read with Regulation 20 of the SEBIListing Regulations. The Stakeholders' relationship Committee consists of Mrs. MansiDeogirkar- Chairman Mr. Nitin Khara as Member and Mr. Vaibhav Dedhia as members [Mr.Ashish Bilakiya Resigned w.e.f. 25/11/2017].
The Management Committee consists of Mr. Nitin Khara - Chairman Mr. Vaibhav Dedhia andMr. Elesh Khara as members.
CORPORORATE SOCIAL RESOPOSSIBILTY COMMITTEE
The CSR Committee consists of Mr. Nitin Khara - Chairman Mrs. Mansi Deogirkar andMr.Elesh Khara as members
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 policy has been uploaded on the website of the Company.
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 2017-18.
RETIREMENT BY ROTATION:
In accordance with the provisions of section 152(6) of the Act and in terms of Articlesof Association of the Company Mr. Elesh Khara (DIN: 01765620) will retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.The Board recommends his reappointment.
RESIGNATION OF DIRECTOR:
Ashish Bilakhia (DIN: 03626348) resigned from the post of director on 25thNovember 2017 and the Company accepted the resignation thereof in accordance of theprovisions of Section 168 of the Companies Act 2013.
APPOINTMENT OF DIRECTOR :
The company has appointed Mr. Vaibhav Pradeep Dedhia (DIN : 08068912) as an AdditionalDirector w.e.f. 14/02/2018 his appointment has made in accordance with the Act who holdthe office till the conclusiton of the Annual General Meeting. Mr. Vaibhav Pradeep DedhiaFulfil the criteria of Independence Director and appointment subject to approval ofShareholder in Annual Gemeral Meeting.
The company has appointed Mr. Supratim Subimal Basu (DIN : 01910081) as an AdditionalDirector w.e.f. 25/07/2018 his appointment has made in accordance with the Act who holdthe office till the conclusiton of the Annual General Meeting. Mr. Supratim Subimal Basuqualifed to act as Non-Executive Director of the company and appointment subject toapproval of Shareholder in Annual Gemeral Meeting.
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 inRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
> In the preparation of Annual Accounts of the Company the applicable AccountingStandards have been followed along with proper explanation to material departures;
> 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 2017-18 andof the Profit of the Company for that period.
> 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.
> They have prepared the annual accounts of the Company on a going concern basis.
> They have laid down internal financial controls in the company that are adequateand were operating effectively.
> They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these were adequate and operating efficiently.
KEY MANAGERIAL PERSONNEL
Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 and other applicableprovisions and rules of theCompanies Act 2013 following existing executives of theCompany have been designated as the Key Managerial Personnel of the Company.
Mr.Nitin Khara - Chairman Managing Director & Chief Executive Director
Mr.Elesh Khara - Chief Financial Officer and Executive Director
Ms.Prity Bhabhra - Company Secretary and Compliance Officer.
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.
EXTRACT OF THE ANNUAL RETURN [MGT-9] 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.
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.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to Section 134 sub-section 3(p) readwith Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules 2014 and Schedule IV -"Code for Independent Directors" of the Companies Act 2013 and the CorporateGovernance requirements as prescribed by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As provided in Section 135 of the Companies Act 2013 every Company fulfilling thecriteria mentioned is required to constitute a CSR Committee and is mandated to complywith the conditions mentioned therein.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As required under section 134 (3) (o) and Rule 9 of the Companies (Corporate SocialResponsibility) Rules 2014 the annual report on CSR activities forming partof theDirectors Report is annexed as Annexure.
AUDITORS AND AUDITOR'S REPORT
The Audit report submitted by them is complete and annexed to this annual report. Theobservation made by the auditors read together with the relevant notes thereon areselfexplanatory and do not call any comments.
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 2017-18.
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 Secretary toconduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report forthe Financial Year ended March 31 2018 is annexed herewith to this Report. The reportdoesn't contain any remark made by the Secretarial Auditors and do not call any comments
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.
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.
(B) TECHNOLOGY ABSORPTION
Your Company is doing its business by ensuring optimum utilization of its availableresources. Your Company has not undertaken any research & development activity so far.It has been executing its projects by using modern techniques modern machineries and byensuring the optimum utilization of its technical professional and skilled manpower.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred the following expenses in foreign currency during thefinancial year 2017-18. The rupee equivalent of that amount has been given hereunder;
Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is madeunder following head: [Refer Notes to accounts: Note28 Sub-note 16 Part E to I]
|Particulars ||2017-18 ( In Lacs) |
|Outgoing || |
|For Purchase of LPG(High Seas purchase payment made in INR) ||5073.39 |
|For Purchase of LPG Dispensers ||152.02 |
|Earnings || |
|For Investment in Equity of Foreign Subsidiary (PT Surya Go Gas Indonesia) Return on investment received ||79.17 |
INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has in place the Internal Complaint 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 thereto. Mrs. Neha Khara has been re-appointed to head theCommittee.
Your Directors state that no other disclosure or reporting is to be madeseparately onany other items requiring explanation during the year under review. The company has notissued Dividend any shares or debenture.
Certain Statements in the "Directors' Report" and in the "ManagementDiscussion & Analysis" describing the Company's objectives estimates andexpectations may be' forward - looking statements' within the meaning of applicableSecurities Laws and Regulations. Actual results could differ substantially from thoseexpressed or implied.
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/- |
|NitinKhara ||EleshKhara |
|Managing Director ||Director |
|DIN :01670977 ||DIN :01765620 |
|Place: Nagpur || |
|Date:31/08/2018 || |