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K.P. Energy Ltd.

BSE: 539686 Sector: Infrastructure
NSE: N.A. ISIN Code: INE127T01013
BSE 00:00 | 03 Feb 381.50 -16.40
(-4.12%)
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NSE 05:30 | 01 Jan K.P. Energy Ltd
OPEN 393.00
PREVIOUS CLOSE 397.90
VOLUME 18607
52-Week high 488.55
52-Week low 140.70
P/E 12.43
Mkt Cap.(Rs cr) 424
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 393.00
CLOSE 397.90
VOLUME 18607
52-Week high 488.55
52-Week low 140.70
P/E 12.43
Mkt Cap.(Rs cr) 424
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K.P. Energy Ltd. (KPENERGY) - Director Report

Company director report

To the Members

The Directors are pleased to present the 13th Annual Report on the businessand operation of your Company together with audited financial statements of account forthe year ended March 31 2022.

FINANCIAL PERFORMANCE:

The audited financial statements of the Company as on March 31 2022 are prepared inaccordance with the relevant applicable Ind AS and Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") and the provisions of the Companies Act 2013("Act").

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars

STANDALONE

CONSOLIDATED

2022 2021 2022 2021
Revenue from operations 25038.39 6904.18 25038.39 7173.58
Other Income 346.47 147.62 346.47 147.63
Total Income 25384.86 7051.80 25384.86 7321.21
Expenditure 21614.12 5120.96 21643.11 5390.34
Profit Earnings before interest tax depreciation and amortization (EBITDA) 3770.74 1930.84 3741.75 1930.87
Finance Cost 432.07 519.41 432.15 519.50
Depreciation 446.12 432.42 563.19 461.61
Profit Before Taxation 2892.55 979.01 2746.41 949.77
Tax expenses (800.32) (258.32) (919.66) (343.83)
Profit for the period 2092.23 720.69 1826.75 605.94

2. PERFORMANCE HIGHLIGHTS:

On a standalone basis the revenue for FY 2022 was Rs.25038.39 Lacs compare toprevious year's revenue of Rs.6904.18 Lacs. The profit after tax (PAT) attributable toshareholders for FY 2022 and FY 2021 was Rs.2092.23 Lacs and Rs.720.69 Lacs respectively.The PAT attributable to shareholders for FY 2022 registers significant increase in growthcompare to FY 2021 PAT.

On a consolidated basis the revenue for FY 2022 was Rs.25038.39 Lacs compare toprevious year's revenue of Rs.7173.58 Lacs. The profit after tax (PAT) attributable toshareholders for FY 2022 and FY 2021 was Rs.1826.75 Lacs and Rs.605.94 Lacs respectively.

Details of your Company's operational and financial performance as published on theCompany's website and presented during the Analyst Meet after declaration of annualresults can be accessed using the following link: https://www.kpenergy.in/kpedata/assets/uploads/Investor% 20Presentation%20Q4%20FY%2022%20 Performance.pdf

3. DIVIDEND AND RESERVES:

For the year ended on March 31 2022 the Board of Directors has recommended FinalDividend at 2.5% i.e. Rs.0.25 (Twenty-Five Paisa only) per equity share of the face valueof Rs.10 /- each for the financial year 2021-22. The dividend will be dispatched/ paidwithin 30 days' subject to its approval by the shareholders at the ensuing AGM. The totaldividend for the financial year 2021-22 amounts to Rs.1.00 per equity share of the facevalue of Rs.10/- each together with the First Interim Dividend at 5.00% i.e. Rs.0.50(Fifty Paisa only) and Second Interim Dividend at 2.5% i.e. R. 0.25 (Twenty-Five Paisaonly) declared respectively on October 29 2021 and January 17 2022.

The company has transferred the whole amount of Profit to Reserve and surplus accountas 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 Authorized Issued Subscribed andPaid-up Share Capital of the Company. The Company has not issued any equity shares withdifferential rights during the year.

The Authorized Share Capital of the Company is Rs.125000000/- (Rupees Twelve CroresFifty Lacs only) divided into 12500000 (One Crore Twenty-Five Lacs) Equity Shares ofRs.10/- (Rupees Ten only) each.

The Paid-up Share Capital of the Company is Rs.111150000 (Rupees Eleven CroresEleven Lacs Fifty Thousand Only) divided into 11115000 (One Crore Eleven Lac FifteenThousand) equity shares of Rs.10/- (Rupees Ten only).

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

During the financial year 21-22 Company has transferred an amount of Rs.25551.75/-against the unpaid/unclaimed dividend to the Unpaid Dividend Account. The Statement ofunpaid / unclaimed dividends as on March 31 2022 is uploaded on the Company's website www.kpenergy.in.

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

6. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

7. CREDIT RATING:

During the year under review CARE has upgraded the rating from CARE BBB-/ CARE A3(Triple B Minus/ A Three) to CARE BBB/ CARE A3+ (Triple B/ A Three Plus) and has kept theoutlook to Stable considering substantial growth in its scale of operations during FY22(refers to the period April 01 to March 31) albeit on a low base and its comfortablefinancial risk profile. The Summary of Rating is action is as follows:

Facilities/Instruments Amount (R crore) Rating Rating Action
Long Term Bank Facilities 27.79 (Enhanced from 25.31) CARE BBB; Stable (Triple B; Outlook: Stable ) Revised from CARE BBB-; Stable (Triple B Minus; Outlook: Stable)
Long Term / Short Term Bank Facilities 31.00 (Enhanced from 11.00) CARE BBB; Stable / CARE A3+ (Triple B; Outlook: Stable/ A Three Plus ) Revised from CARE BBB-; Stable / CARE A3 (Triple B Minus; Outlook: Stable / A Three)
Short Term Bank Facilities - - Withdrawn
Total Bank Facilities 58.79 (Fifty-Eight Crore and Seventy- Nine Lakh Only)

8. QUALITY INITIATIVES:

The Company fulfills the requirements of the standards all certificates of ISOcertified from Deutsch Quality System (DQS) India partner of UL (UnderwritersLaboratories) LLC a global safety certification company having head quarter inNorthbrook Illinois United States for ISO 9001:2015 (Quality Management System) ISO14001:2015 (Environment Management System) and ISO 45001:2018 (Occupational Health &Safety Management System).

9. EMPLOYEE STOCK OPTION PLAN:

Your Company approved the Employee Stock Option Scheme to reward its employees fortheir past association and performance. The scheme named as 'K.P Energy Limited EmployeeStock Option Plan Tranche - I' ('Scheme') recommended by the Board of Directors on August28 2017 which was approved by the Shareholders vide special resolution on September 232017. Further vide its disclosure under Regulation 30 of SEBI (LODR) Regulations 2015dated January 07 2022 Company has granted 100000 Stock Options to 127 EligibleEmployees of the company at Rs.64/- per option.

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

There have been no material changes and commitments except as specifically disclosed bythe Company which affects the financial position of the Company which have occurredbetween the end of the financial year to which the Financial Statements relate and thedate of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• BOARD OF DIRECTORS:

The Company has Eight (8) Directors consisting of three (3) Independent Directorsthree (3) NonExecutive Directors one (1) Managing Director and One (1) Whole TimeDirector. In accordance with the provisions of Section 152 and other applicable provisionsof the Companies Act 2013 Mr. Affan Faruk Patel (DIN: 08576337) Whole Time Director isliable to retire by rotation and offer himself for re-appointment as Director of thecompany. After considering recommendations of Board and Nomination and RemunerationCommittee the Members of the Company at the ensuing Annual General Meeting may re-appointMr. Affan Faruk Patel as Director of the company. Brief profile of Mr. Affan Faruk Patelhas been given in the Notice convening the 13th Annual General Meeting. Duringthe year 2021-22 there was a change in Directors/ Key Managerial Personnel as statedbelow:

a. Mr. Arvindkumar Tribhovandas Patadia (DIN: 09267710) appointed as an AdditionalNonExecutive Independent Director in the Board Meeting held on August 14 2021 and wassubsequently regularized in the 12th Annual General Meeting held on September30 2021.

b. Mr. Ashish Ashwin Mithani (DIN: 00152771) has changed his designation from WholeTime Director to Non-Executive Non-Independent Director of the company with effect fromMarch 23 2022.

c. Mr. Salim Suleman Yahoo (DIN: 08648805) resigned from the post of Non-ExecutiveIndependent Director of the Company w.e.f June 4 2021.

d. Mr. Sajesh Bhaskar Kolte (DIN: 07277524) resigned as Non-Executive IndependentDirector of the company w.e.f. March 25 2022.

e. Mr. Neethimani Karunamoorthy has been appointed as Additional Non-ExecutiveIndependent Director w.e.f March 26 2022 and has been regularized as Director(NonExecutive Independent) in the Extra Ordinary General Meeting held through PostalBallot on June 1 2022*

f. Mr. Vendhan Ganesan Mudaliar resigned from the post of Non Executive IndependentDirector of the company w.e.f. July 6 2022.*

*The marked changes took place after the end of financial year but before the ensuring13th AGM.

• 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:

1. Mr. Farukbhai Gulambhai Patel Managing Director

2. Mr. Affan Faruk Patel Whole Time Director

3. Mr. Karmit Haribhadrabhai Sheth Company Secretary and Compliance Officer

4. Mr. Pravin Radhekant Singh ChiefFinancial Officer

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions ofthe Companies Act 2013 theCompany has received declarations from the Independent Directors of the Company confirmingthat 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 andDisclosure Requirements) Regulations 2015. The Independent Directors have also confirmedthat they have complied with the Company's code of conduct.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act andListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the Directors based on criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members based on criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The NRC reviewed the performance of individual Directors on the basis of criteria suchas the contribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of the Executive Director and NEDs.

14. MEETINGS OF BOARD:

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

15. INDEPENDENT DIRECTORS AND THEIR MEETING:

The Independent Directors met on March 20 2022 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

16. COMMITTEES OF THE BOARD:

The Company has constituted various Committees pursuant to the requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies Act2013. Presently the Company has following Committees of the Board of Directors:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

The details with respect to the composition meetings powers roles terms ofreference etc. of these Committees are given in the 'Report on Corporate Governance' ofthe Company which forms part of this Annual Report.

17. AUDITORS AND AUDITOR'S REPORT:

• STATUTORY AUDITORS:

The Auditors Report given by M/s. MAAK and Associates Statutory Auditors on thefinancial statements of the Company for the year ended March 31 2022 forms part of theAnnual Report.

M/s. MAAK and Associates Chartered Accountants (Firm Registration No: 135024W) wereappointed as the Statutory Auditors of the Company at the 12th Annual GeneralMeeting of the Company held on September 30 2021 for a term of 5 consecutive yearscommencing from the conclusion of 12th Annual General Meeting till theconclusion of 17th Annual General Meeting to be held for financial year2025-2026. Further they have confirmed their eligibility under Section 141 of the Act andthe Rules framed thereunder.

• STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

There has been no observation qualification reservation or adverse remark ordisclaimer made by the statutory auditor in their Report.

• SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of Companies Act 2013 and Rules made thereunderon the recommendations of the Audit Committee the Board of Directors of the Company hasappointed M/s. SJV & Associates Practicing Company Secretaries as aSecretarial Auditor of the Company to undertake the Secretarial Audit for the FinancialYear 2021-22 in Meeting of Board of Directors held on June 25 2021. A Secretarial AuditReport in "Form MR-3" provided by M/s. SJV & Associates PracticingCompany Secretaries has been provided in an "Annexure- I" which formspart of this Report.

• SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

There is no qualification reservation or adverse remarks or disclaimer made by thesecretarial auditor in their report.

• INTERNAL AUDITOR:

Pursuant to Section 138 ofthe Companies Act 2013 read with the Companies (Accounts)Rules 2014 on the recommendations of the Audit Committee the Board of Directors of theCompany has appointed M/s. RHA & Co. Chartered Accountants (FRN. 142551W) as anInternal Auditor of the Company to undertake the internal Audit for the Financial Year2021-22 in Meeting of Board of Directors held on June 25 2021.

• COST AUDITOR:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and subject to the approval of Central Government on therecommendations of the Audit Committee the Board of Directors of the Company hasappointed M/s. Nanty Shah & Associates

Cost Accountants as Cost Auditors to undertake the Cost Audit and maintain the Costrecords for the Financial Year 2021-22 in Meeting of Board of Directors held on August312021. After considering the recommendations of Board of Directors of the Company theremuneration payable to the Cost Auditor shall be ratified by the members at the ensuingAnnual General Meeting.

• REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors Internal Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143 (12) of the Companies Act 2013details of which needs to be mentioned in this Report. Hence it is NOT APPLICABLE to theCompany.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility (CSR) Committee inaccordance with Section 135(1) of the Companies Act 2013 the Company has undertakenactivities in the area of Promoting Education and Promoting Health Care and theseactivities are in accordance with Schedule VII of the Companies Act 2013 and theCompany's CSR policy. The Report on CSR activities as required is annexed as "AnnexureII" to this report. Approved CSR policy is also available on the Company'swebsite at https://www.kpenergy.in/kpedata/assets/uploads/Corporate%20Social%20Responsibility%20 Policy(1).pdf

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31 2022 your Company has Six (6) subsidiary companies One (1) associatecompany and Six (6) project specific Special Purpose Vehicles (SPVs) in form of LimitedLiability Partnership. As on March 31 2022 there are no joint ventures/ associates ofthe Company.

The list of Subsidiaries and Associates of your Company as on March 31 2022 isforming a part of Board's Report and the details under section 129 of the Companies Act2013 read with rule 5 of Companies (Accounts) Rules 2014 regarding the performance andfinancial position of each of the Subsidiaries Associates and Joint Ventures of theCompany is provided in "Form AOC-1" under Annexure - III whichforms part of this report.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section which forms part of this Annual Report.

21. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with schedule V ofthe SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 a separate section on corporate governancepractices together with a certificate from the Company's Auditors confirming compliancesis annexed separately to this report.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all the assets are safeguarded and protected and that the transactionsare authorized recorded and reported correctly. The internal audit covers a wide varietyof operational matters and ensures compliance with specific standard with regards toavailability and suitability of policies and procedures. During the year no reportablematerial weakness in the design or operation were observed.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & 177(10) of the Companies Act2013 a 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 athttps://www.kpenergy.in/kpedata/ assets/uploads/598938.pdf

24. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 31 2022 is available on the Company's website on at https://www.kpenergy.in/kpedata/assets/uploads/Annual%20 Return%202021-22.pdf

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Act with respect to a loan guarantee or securityis not applicable to the Company as the Company is engaged in providing infrastructuralfacilities which is exempted under Section 186 of the Act. The details of investment madeduring 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 onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. All Related PartyTransactions are placed before the Audit Committee for approval and prior omnibus approvalof the same has been obtained for the transactions which are planned/repetitive in natureand omnibus approvals are taken as per the policy laid down for unforeseen transactions.The particulars of contracts / arrangements with related parties referred to in Section188(1) entered into during the financial year under review as required to be given in FormAOC- 2 have been provided in an Annexure - IV which forms part of this Report.

28. RISK MANAGEMENT

Company's Risk Management Framework is designed to help the organization to meet itsobjective through alignment of the operating controls to the mission and vision of theCompany. The Board of the Company is responsible for framing implementing monitoringreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls.

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

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Reportas Annexure - V.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees has received remuneration above the limits specified in the rule 5(2) & (3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014during the financial year 2021-22. Further the disclosures pertaining to remuneration andother details as required under section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed in Annexure VI.

31. POLICIES:

The policies adopted by the Company as per statutory and governance requirements areuploaded on website of the Company at https://www.kpenergy.in/ investordetaillist

32. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act is available on the website of the Company athttps://www.kpenergy.in/kpedata/ assets/uploads/135852.pdf

33. HEALTH SAFETY & ENVIRONMENT POLICY:

The Company has recognized health management occupational safety and environmentprotection (HSE) as one of the most important elements in the organization's sustainablegrowth and has closely linked it to its cultural values. Company continually strives tocreate a safe working environment by being responsive caring and committed to the variousneeds governing the security and well-being of employees. The HSE policy has been reviewedby the company and is also available on the Company's website at https://www.kpenergy.in/kpedata/assets/uploads/483595.pdf

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The Sexual Harassment Policy has been reviewed by the companyand is also available on the Company's website at https://www.kpenergy.in/kpedata/assets/uploads/104406.pdf

Further as per the requirement of the provisions of the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013 read with rules madethereunder our Company has constituted Internal Complaints Committees as per requirementof the Act which are responsible for Redressal of complaints relating to sexual harassmentagainst woman at workplace. During the year under review there were no complaintspertaining to sexual harassment.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE ENDOF THE FINANCIAL YEAR.

All the applications filed under section 9 of the Insolvency and Bankruptcy Code 2016by the operational creditors and as have been disclosed by the Company on the BSE Limitedunder Regulation 30 of the SEBI Listing Regulations have been disposed of by Hon'bleNational Company Law Tribunal Ahmedabad Bench. There are no proceeding pending under thesaid act at the end of the Financial year under review.

36. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENTAND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF :

Your company has not carried out any valuation neither there is any one-time settlementundertaken during the year under review. Further during the financial year 21-22 yourcompany has not undertaken any valuation for taking any loan from the Banks or FinancialInstitutions.

37. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability state the following:

I. that in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

II. that such accounting policies have been selected and applied consistently andjudgements and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the Company for that period;

III. that proper and sufficient care has been taken 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;

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

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

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

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.

39. OTHER DISCLOSURES:

• As per SEBI Listing Regulations the Corporate Governance Report with theAuditors' Certificate thereon and the Management Discussion and Analysis are attachedwhich forms part of this report.

• None of the Directors of the Company has been debarred or disqualified frombeing 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 Companyreceive any remuneration or commission from any of its subsidiaries.

40. ACKNOWLEDGEMENT:

Your Directors are extremely grateful for all the guidance support and assistancereceived from the Government of India Government of Gujarat Financial Institutions andBanks. Your Directors thank all shareholders esteemed customers suppliers and businessassociates for their faith trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.

For and on behalf of the Board of Directors
K.P. ENERGY LIMITED
Place: Surat Farukbhai Gulambhai Patel Affan Faruk Patel
Date: August 31 2022 Managing Director Whole Time Director
DIN:00414045 DIN:00152771

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