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K.P. Energy Ltd.

BSE: 539686 Sector: Infrastructure
NSE: N.A. ISIN Code: INE127T01013
BSE 00:00 | 25 Jun 215.05 -24.95
(-10.40%)
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NSE 05:30 | 01 Jan K.P. Energy Ltd
OPEN 197.00
PREVIOUS CLOSE 240.00
VOLUME 3200
52-Week high 295.00
52-Week low 126.19
P/E 127.25
Mkt Cap.(Rs cr) 239
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 197.00
CLOSE 240.00
VOLUME 3200
52-Week high 295.00
52-Week low 126.19
P/E 127.25
Mkt Cap.(Rs cr) 239
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 K.P. Energy Limited

Your Directors present hereunder the 8thAnnual Report on the Business andoperations of the Company along with audited statement of accounts of your Company for theFinancial Year ended March 31 2017. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars

Standalone

Consolidated

2017

2016

2017

2016

Revenue from operations 1129836366 414525000 1129836366 414525000
Other Income 415977 500971 415977 500971
Less: Expenditure 837962579 318552890 837962579 318552890
Earnings before interest tax depreciation
292289764 96473081 292289764 96473081
and amortization (EBITDA)
Finance Cost 19980388 10120233 19980388 10120233
Depreciation 12351323 7529116 12351323 7529116
Prior Period Items (1009858) - (1009858) -
Profit Before Taxation 260967911 78823732 260967911 78823732
Provision For Taxation 47160962 7585210 47160962 7585210
Deferred I-Tax Liability 44862464 19215246 44862464 19215246
Net Profit 168944485 52023276 168944485 52023276

(Previous period/year figures have been re-grouped/re-classified wherever required)

FINANCIAL HIGHLIGHTS & OPERATIONS:

The Key highlights pertaining to the business of the company for the year 2016-17 andperiod subsequent there to have been given hereunder: ? On a standalone&Consolidated basis the Company achieved revenue from operations of Rs. 1129836366 andEBT of Rs. 260967911 as against Rs 414525000 and Rs. 78823732 respectively in theprevious year.

• The Net profit of the company during the year under review has increased to Rs.168944485 as compared to net profit of Rs 52023276 in the previous year.

• The Directors trust that shareholders will find the performance of the companyfor the financial year 2016-17 to be satisfactory. The Earning per share (EPS) of thecompany is Rs. 19.76 per share.

• Paid up share capital of the company increased to Rs. 85500000 from Rs.34200000 Pursuant to Bonus issue of 5130000 (Fifty-One lac Thirty Thousand) Equityshares of face value of Rs. 10/- each dated March182017.

Your Company has adapted to the new market reality & shift from Feed in Tariffregime to Auction Driven Tariff regime is commendable. In new reality standalone EPCC inWind Power sector will have meagre negotiation power. As the critical mass for ViableAuction is 250 MW the business model for Wind Energy participants has transformedstructurally.

2. APPROPRIATIONS:

DIVIDEND:

The Board in its Meeting held on January 28 2017 declared an interim dividend of Rs.1 per equity share. Further the Board in its meeting held on May 16 2017 hasrecommended a final dividend of Rs. 0.20/- (Twenty paise only) per equity share for thefinancial year ended March 31 2017. The proposal is subject to the approval ofshareholders at the ensuing 8thAnnual General Meeting (AGM).

The total dividend declared for the year under review is 12% i.e. Rs.1.20/- per Equityshare of Rs. 10/- each.

TRANSFER TO RESERVE:

The company has transferred the whole amount of Profit to Reserve and surplus accountas per attached audited Balance sheet for the year ended on 31st March 2017.

BONUS SHARES

The Company has allotted 5130000 (Fifty-one lac Thirty Thousand) fully-paid-up bonusequity shares of face value of Rs. 10/- each dated March 18 2017 to shareholders ofcompany in proportion of 3:2 and consequently the paid up share capital increased to Rs.85500000 (Eight crores fifty five lacs) divided into 8550000 equity shares of Rs. 10/-each.

3. CLASSES OF SHARES:

As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.

4. EXTRACT OF ANNUAL RETURN:

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of theCompanies Act 2013 for the financial year under review has been provided in an Annexure-Iwhich forms part of the Directors' Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act 2013 and Accounting Standard AS-21 onConsolidated Financial Statements the audited Consolidated Financial Statements areprovided in the Annual Report.

6. NUMBER OF BOARD MEETING HELD:

The Board of Directors met 12(Twelve) times in the year 2016-17. The details pertainingto number of Board Meetings held during the financial year under review and attendance ofDirectors have been provided in the Corporate Governance Report.

7. CAPITAL STRUCTURE:

Your Company has made allotments of Equity Shares from time to time. The following isthe paid up Equity Share Capital Build-up of Company since incorporation& during theyear under review:

Date of Allotment of Equity Shares

No. of Equity Shares

Face Value (Rs.)

Issue Price (Rs.)

Nature / Reason of Allotment

Nature of Consideration

Cumulative No. of Equity Shares

Cumulative Paid Up Share Capital (Rs.)

Upon Incorporation 10000 10 10 Subscription to MOA Cash 10000 100000
March 31 2013 490000 10 10 Further Allotment Cash 500000 5000000
March 20 2015 75000 10 20 Further Allotment Cash 575000 5750000
March 23 2015 200000 10 20 Further Allotment Cash 775000 7750000
March 31 2015 225000 10 20 Further Allotment Bonus Cash 1000000 10000000
April 10 2015 1500000 10 Nil Allotment Initial Public Other than Cash 2500000 25000000
February 23 2016 920000 10 70 Offer Bonus Cash 3420000 34200000
March 18 2017 5130000 10 Nil Allotment Other than Cash 8550000 85500000

CHANGES IN AUTHORIZED SHARE CAPITAL:

(i) The initial authorized share capital of Rs. 100000 divided into 10000 EquityShares Rs. 10/- each was increased to Rs.5000000 divided into 500000 Equity Shares ofRs. 10/- each pursuant to a resolution of our shareholders dated December 15 2012.

(ii) The authorized share capital of Rs. 5000000 divided into 500000 EquityShares of Rs. 10/- each was increased to Rs.15000000 divided into 1500000 EquityShares of Rs. 10/- each pursuant to a resolution of our shareholders dated September 302014. (iii) The authorized share capital of Rs. 15000000 divided into 1500000Equity Shares of Rs. 10/- each was increased to Rs.50000000 divided into 5000000Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholders dated April10 2015. (iv) The authorized share capital of Rs. 50000000 divided into5000000 Equity Shares of Rs. 10/- each was increased to Rs. 105000000 divided into15000000 Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholdersdated February 25 2017.

8. CREDIT RATING :

During the year under review for enhancement of credit exposure of Rs. 15.08/- Croresto 49.98/- Crore your Company has received credit rating from M/s CREDIT ANALYSIS &RESEARCH LIMITED (CARE). CARE has assigned rating of Triple B minus (Stable Outlook) forlond term Bank facilities of Rs. 49.98/- Crores and Triple B minus/A three for Longterm/Short Term bank facilities of Rs. 9.00/- Crores.

9. DEPOSITES:

The Company has neither accepted/invited any deposits u/s 73 of the Companies Act 2013during the period nor there any outstanding deposit of earlier years within the meaningof Section 58A of the Companies Act 1956.

10. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year on Monday 27thMarch 2017 under the requirement of Regulation 24 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

11. BOARD EVALUATION:

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review details of Appointment and resignation of Directors andKMPs are as under:

Name DIN Current Designation Occupation Term

Nationality

Age

1 Mr. Farukbhai Gulambhai Patel (DIN: 00414045) Indian 45 years
Managing Director
Date of appointment as Director: January 08 2010
Date of appointment as Managing Director: July 15 2015
Term: Five Years beginning on July 15 2015 up to July 14 2020
Occupation: Business
2 Mr. Ashish Ashwin Mithani (DIN:00152771) Indian 43 years
Whole-Time Director
Date of appointment as Director: January 08 2010
Date of appointment as Whole Time Director: July 15 2015
Term: Five Years beginning on July 15 2015 up to July 14 2020
Occupation: Business

 

3 Mr. Raghavendra Rao Bondada (DIN:01883766) Indian 43 years
Non-Executive Independent Director
Date of appointment as Non-Executive Independent Director: August 17 2015
Term: Five Years beginning on August 17 2015 up to August 17 2020
Occupation: Business
4 Mr. Sajesh Bhaskar Kolte (DIN: 07277524) Indian 43years
Non-Executive Independent Director
Date of appointment as Non-Executive Independent Director: September 3 2015
Term: Five Years beginning on September 3 2015 up to September 3 2020
Occupation: Business
5 Mrs. Bhadrabala Dhimantrai Joshi (DIN: 07244587) Indian 59 years
Non-Executive Non-Independent Director & Chairperson
Date of appointment as Non-Executive Non-Independent Director: August 17 2015
Term: Liable to Retire by Rotation
Occupation: Senior Advocate
6 Mr. Bhupendra Vadilal Shah (DIN: 06359909) Indian 67 years
Non-Executive Non-Independent Director
Date of appointment as Additional Director: July 30 2016
Date of Appointment as Non-Executive Non-Independent Director:
September 19 2016
Term: Liable to Retire by Rotation
Occupation: Business

The Board of Directors in their meeting held on April 08 2015 appointed Mr. PravinRadhekant Singh as Chief Financial Officer (CFO) of the Company.

Mr. Karmit Sheth was appointed as company secretary & compliance officer and keymanagerial personnel under section 203 of Companies Act 2013 by the Board of Directors ofthe Company in their meeting held on July 30th 2016.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes except as already intimated on stock exchange andcommitments affecting the financial position of the Company.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been taken bythe company.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report. It has been provided in an Annexure-II which forms part of the

Directors' Report.

15. CONSTITUTION OF COMITTEES:

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board ofDirectors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNARATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder Relationship Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.

CSR COMMITTEE:

The Company has constituted Corporate Social Responsibility (CSR) Committee inaccordance with section 135 of the Companies Act 2013 the details of which have beenprovided in Annexure IV forming part of this Annual Report.

16. AWARDS AND RECOGNITIONS:

During the year under review your company has been felicitated as one of the topperformers in SME Segment (FY 15-16) by the Bombay Stock Exchange Limited.

17. AUDITORS:

STATUTORY AUDITORS: pursuant to the provisions of Section 139 and allother applicable provisions if any of the Companies Act 2013 and the Companies (Auditand Auditors) Rules 2014 as amended from time to time M/s. K A SANGHAVI & CO.Chartered Accountants bearing Registration No.120846W were appointed as theStatutory Auditors of the

Company to hold office from the conclusion of 7th Annual general Meetinguntil the conclusion of the 12th Annual General Meeting of the Company (subjectto ratification of the appointment by the members at every AGM held after this AGM) onsuch remuneration as may be determined by the Board of Directors of the Company on a yearto year basis.

STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

The notes on financial statement referred to in the auditor's report areself-explanatory. There is no qualification reservation or adverse remarks or disclaimermade by the auditors in their report and do not call for any further explanation/commentfrom the board.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of Companies Act 2013 and Rules made thereunderM/s SJV &Associates Company Secretaries has been appointed as a Secretarial Auditorof the Company for the "Financial Year 2016-17" in Meeting of Board of Directorsheld on March 18 2017. A Secretarial Audit Report in Form MR-3 given by M/s. SJV &Associates Company Secretaries has been provided in an Annexure-III which forms part ofthe Directors Report.

SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

There is no qualification reservation or adverse remarks or disclaimer made by theauditors in their report and do not call for any further explanation/comment from theboard.

INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the Company has appointed Mr. Harsh Shah Chartered Accountant (Membershipno. 165448) as an Internal Auditor of the Company.

18. INTERNAL AUDIT & CONTROLS:

The Company has engaged Mr. Harsh Shah Chartered Accountant as Internal Auditor ofCompany. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment. His scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditor's findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

19. VIGIL MECHANISM:

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 Companythe link provided below: (http://www.kpenergy.in/Download/Code%20&%20Policies/Vigil%20Mechanism.pdf)

20. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has constituted the CSR Committee in accordance with Section 135(1) of theCompanies Act 2013 for financial year 2016-2017 the details of CSR expenditure has beenappended in Annexure IV of this Annual Report. Approved CSR policy is available on theCompany's website. (http://www.kpenergy.in/Download/Code%20&%20Policies/Corporate%20Social%20Responsibility%20Policy.pdf).

21. 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 of the company isavailable on the Company's website at link provided below:

22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has acquired controlling interest as on July 01 2015 in three of its groupcompanies thereby making them our subsidiaries. The statement containing the salientfeature of the financial statement of a company's subsidiary or subsidiaries is given asAnnexure V.

As on March 2017 there are no joint ventures of the Company.

? The Company has formed three LLPs as Project specific Special Purpose Vehicle (SPV)in February 2017 namely Mahuva Power Infra LLP Manar Power Infra LLP & Miyani PowerInfra LLP.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company has beenprovided in a separate section which forms part of this Annual Report.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition &Redresser) Act 2013. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee. The SexualHarassment Policy of the company has been reviewed at the Meeting of Independent Directorsof the company held on March 31 2017.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil. The Company has not entered into any technology transfer agreement.

26. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 a separate section on corporate governancepractices followed by the company together with a certificate from the Company's Auditorsconfirming compliances forms an integral part of this report.

27. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY:

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-VI which forms part of the Directors' Report.

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

There are no significant and material orders except as disclosed to the stock exchangepassed by the Regulators/Courts which would impact the going concern status of the Companyand its future operations during the year under review.

29. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

The Company is pleased to report that during the year under reporting the industrialrelations were cordial.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or made investments covered under the provisions ofsection 186 of the Companies Act 2013 during the Financial Year 2016-17.

31. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) & (3) OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

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 2016-17. 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 VII.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3)(c) of the Companies Act 2013: I. That in the preparation of theannual financial statements for the year ended March 31 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; II. That such accounting policies as mentioned in the FinancialStatements as ‘Significant Accounting Policies' have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at March 312017 and of the profit of the Company for the year ended on that date; III. That properand sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

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.

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed. Therefore there were nofunds which were required to be transferred to Investor Education and Protection Fund(IEPF).

36. LISTING WITH STOCK EXCHANGE:

K.P. Energy Limited got its shares listed on SME Platform of the BSE Limited onFebruary 25 2016. It has paid Annual Listing Fees for the year 2016 2017 to BSE Limited.

37. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

38. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the co-operation andsupport received from the government of India all state level nodal agencies and allstate electricity boards.

The Directors are thankful to all the Bankers Financial Institutions and the InvestorGroup for their support to the Company. The Board places on record its appreciation forcontinued support provided by the esteemed customers suppliers bankers financialinstitutions consultants and shareholders.

Your Directors also wish to place on record their deep sense of appreciation for thecommitted services hard work and dedication by the Company's executives staff andworkers.

For and on behalf of the Board of Directors

K.P. ENERGY LIMITED

Place: Surat

Date: 28/08/2017

Farukbhai Gulambhai Patel

Ashish Ashwin Mithani

Managing Director

Whole Time Director

DIN: 00414045

DIN: 00152771