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K P I Global Infrastructure Ltd.

BSE: 542323 Sector: Infrastructure
NSE: KPIGLOBAL ISIN Code: INE542W01017
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OPEN 138.00
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VOLUME 15366
52-Week high 163.60
52-Week low 33.90
P/E 7.56
Mkt Cap.(Rs cr) 240
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 138.00
CLOSE 133.00
VOLUME 15366
52-Week high 163.60
52-Week low 33.90
P/E 7.56
Mkt Cap.(Rs cr) 240
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K P I Global Infrastructure Ltd. (KPIGLOBAL) - Director Report

Company director report

To

The Members

K.PI. Global Infrastructure Limited

The Directors are pleased to present to you the 11th Annual Report on thebusiness and operation of K.FTI. Global Infrastructure Limited along with auditedfinancial statement of the account for the year ended March 312019.

1. FINANCIAL RESULTS:

The Key highlights of financial performance of the company for the financial year2018-19 and previous year is given hereunder:

(Rs. in Lacs)
Particulars 2018-19 2017-18
Revenue from operations 3450.61 3155.54
Other Income 10.99 4.35
Total Income 3461.60 3159.89
Expenditure 1919.10 1295.26
Profit Earnings before interest tax depreciation and amortization (EBITDA) 1542.50
Finance Cost 387.43 297.51
Depreciation 447.08 807.97
Extraordinary items/Prior Period Items (574.76) 4.79
Profit Before Taxation 1282.75 754.36
Tax expenses 392.46 14.92
Profit for the period 890.29 739.44

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

2. FINANCIAL PERFORMANCE:

The company has incurred revenue of Rs. 3450.6llacs in the financial year 2018-19compared to Rs. 3155.54 lacs in the previous year an increase by 9.35% over the previousyear. The Company has earned net profit of Rs. 890.29 in the financial year 2018-19compared to Rs. 739.44 lacs in the previous year an increase by 20.40% over the previousyear.

3. DIVIDEND AND RESERVES:

For the year ended March 312019 the Board of Directors has not declared/recommendedany dividend for the current financial year due to conservation of profits and continuedinvestment in the business. Accordingly the company has transferred the whole amount ofProfit to Reserve and surplus account as per attached audited Balance sheet for the yearended March 312019.

4. SHARE CAPITAL:

• AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the company as on March 312019 is Rs. 200000000/-(Rupees Twenty Crores only) divided into 20000000 (Two Crores) Equity Shares of Rs.10/- (Rupees ten only) each. During the year under review the company has not increasedAuthorised share capital of the Company. Therefore there was no change in the Company'sAuthorised share capital.

• PAIDUP SHARE CAPITAL:

During the financial year 2018-19 the company has allotted 130556 fully paid equityshares on a preferential basis at Rs. 70/- per equity share having a Face value of Rs.10/- each and at a premium of Rs. 60/- per equity share on September 25 2018 which wasapproved by the members in Extra Ordinary General Meeting held on August 8 2018.

The Company has also brought Initial Public Offer of 4992000 at Rs. 80/- per equityshare having face value of Rs. 10/- each and at a premium of Rs. 70/- per equity share onJanuary 18 2019 which was approved by the members in 10th Annual GeneralMeeting of the Company held on September 22 2018. Accordingly the equity shares of theCompany got listed on BSE SME Platform of BSE limited on January 22 2019.

Therefore the issued subscribed and paid-up equity share capital on March 31 2019was Rs. 1 80670000/- (Rupees Eighteen Crores Six Lacs Seventy Thousand only) dividedinto 18067000 (One Crore Eighty lacs Sixty Seven Thousand) Equity Shares of Rs. 10/-(Rupees ten only) each. During the year except mentioned above there was no change in theCompany's issued subscribed and paid-up equity share capital and the company has notissued any Bonus Shares any equity shares with differential rights as to dividend votingor otherwise shares (including sweat equity shares) to employees of the Company under anyscheme.

5. PLEDGING OF SHARES:

During the financial year 2018-19 the 2249402 equity shares of Mr. Faruk G. PatelChairman and Managing Director of the Company was pledged in favour of State Bank of Indiaby way of security for the facilities sanctioned by the State Bank of India to theCompany. There has been a requirement to temporarily release the pledge on these EquityShares for limited purpose of placing them under lock-in as per the SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2018. The pledge created on said Equity Shareshas been released for limited purpose of placing them under lock-in as per the SEBI (ICDR)Regulations 2018 and same has also been again re-pledged in favour of the SBI incompliance with Regulation 242 of the SEBI ICDR Regulations 2018.

The rupee term loan aggregating Rs. 86 crores has been sanctioned by Power FinanceCorporation Limited (PFC) to the Company for financing the setting-up and implementing a25 MW DC solar photovoltaic (PV) power project at village Sudi Bharuch District Gujarat.Accordingly the Company has also entered in to the Facility Agreement with PFC datedNovember 14 2018. As per the terms and condition of sanction letter issued by the PFC andalso as per the Share Pledge Agreement with PFC there is a requirement to pledge4224054 equity shares of Mr. Faruk Gulam Patel Chairman & Managing Director andPromoter of the company in favour of PFC in two trenches which are under lock in period ofthree years in favour of PFC. which are under lock in period of One year as well as ofthree years as per the respective agreement signed with PFC.

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

During the financial year 2018-19 and in the earlier years the Company has not paidany dividend to their members; hence the company has not transferred any amount tounpaid/unclaimed dividend to a special account opened by the company called theUnpaid/Unclaim Dividend Account.

7. DEPOSITS:

During the financial year 2018-19 the Company has neither accepted/invited anydeposits nor the company has any outstanding deposit of earlier years and there has notbeen any amount of principal or interest on deposits from public was outstanding as onMarch 312019 pursuant to section 73 of the Companies Act 2013 and/or pursuant tosection 58A of the Companies Act 1 956.

8. CREDIT RATING:

During the financial year 2018-19 the CRISIL (Credit Rating Information Services ofIndia Limited) has undertaken credit analysis of the bank facilities of the company datedJuly 13 2018 and the CRISIL has assigned long term rating "BB + " (StableOutlook) for Term Loan facilities of Rs. 41.10 Crores and assigned short term rating‘A4 + " for Bank Guarantee of Rs. 0.5 Crores and Letter of Credit of Rs. 2Crores. Subsequently the rating assigned by CRISIL has been withdrawn on March 19 2019and the same shall be undertaken by the CARE Rating Agency (Credit Analysis and Research)from next the Financial Year 2019-20.

9. EMPLOYEE STOCK OPTION PLAN:

During the financial year 2018-19 your Company has not granted any Stock Options underEmployee Stock Option Scheme/Employee Stock Purchase Scheme and there were no StockOptions outstanding as on March 312019. Hence there are no disclosures provided asrequired under Rule 12(9) of The Companies (Share Capital and Debentures) Rules 2014.

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

There have been no material changes and commitments which affects the financialposition of the Company which have occurred between the end of the financial year to whichthe Financial Statements relate and the date ofthis Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• BOARD OF DIRECTORS:

As on March 31 2019 the Company has Six (6) Directors consisting of three (3)Independent Directors two (2) NonExecutive Directors and one (1) Chairman and ManagingDirector. In accordance with the provisions of Section 152 and other applicable provisionsof the Companies Act 2013 Mr. Rajnikant Harilal Shah (DIN: 00113675) Director is liableto retire by rotation and offer himself for re-appointment as Director of the company.After considering recommendations of Board the Members of the Company at the ensuingAnnual General Meeting may re-appoint Mr. Rajnikant Harilal Shah as Director of thecompany. Brief profile of Mr. Rajnikant Harilal Shah has been given in the Noticeconvening the 1 1th Annual General Meeting.

The Board has appointed Mr. Salim Suleman Yahoo as Chief Financial Officer with effectfrom September 25 2018 and Mr. Afzal Aiyub Patel has resigned from the post of ChiefFinancial Officer of the Company with effect of September 25 2018. During the year thecasual vacancy has been occurred in the post of Whole Time Director due to sudden anduntimely sad demise of Mr. Santoshkumar Singh Whole Time Director of the Company on March28 2019. There was no other change in the Directors/Key Managerial Personnel during theyear 2018-19.

• 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 as on March 312019:

1. Mr. Farukbhai Gulambhai Patel Chairman & Managing Director

2. Ms. Rajvi Upadhyay Company Secretary & Compliance Officer

3. Mr. Salim Suleman Yahoo Chief Financial Officer

12. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of the Companies Act 2013 Mr.Vendhan Ganesan Mudaliar Mr. Raghvendra Rao Bondada and Mr. Mohamed Hanif Mohamed HabibDalchawal are the Independent Directors of the Company. The Company has receiveddeclarations from the Independent Directors of the Company confirming that they continueto meet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulation 1 6(l)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Independent Directors have also confirmed that theyhave complied with the Company's code of conduct.

13. BOARD EVALUATION:

The Board carried out an annual evaluation of its own performance and that of itscommittees and individual directors as per the formal mechanism for such evaluationadopted by the Board. The performance evaluation of all the Directors was carried out bythe Nomination and Remuneration Committee. The performance evaluation of the Chairman theNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The exercise of performance evaluation was carried out through a structuredevaluation process covering various aspects of the Board functioning such as compositionof the Board & committees experience & competencies performance of specificduties & obligations contribution at the meetings and otherwise independentjudgment governance issues etc.

14. MEETINGS OF BOARD:

The Board of Directors met 1 8 (eighteen) times during the year 2018-19 and details ofthe same are mentioned below:

Sr. No. Date of Meeting Sr. No. Date of Meeting
1 May 10 2018 10 November 19 2018
2 June 5 2018 1 1 December 6 2018
3 July 112018 12 December 10 2018
4 July 23 2018 13 December 212018
5 August 7 2018 14 December 26 2018
6 August 10 2018 15 January 3 2019
7 September 25 2018 16 January 18 2019
8 September 26 2018 17 March 6 2019
9 September 28 2018 18 March 26 2019

The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days. The details of Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report which forms part of this Annual Report

COMMITTEES OF THE BOARD:

The Company has constituted various Committees pursuant to the requirements of SEBI(Listing Obligations and Disclosure Requirements) Regulations 20I5 and Companies Act20I3. Presently the Company has following Committees of the Board of Directors:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

Details of committees mentioned above which is constituted by the Board of Directorsas per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this Annual report.

15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review No Company has become or ceased to be a subsidiary of theCompany. The Company does not have any Associate and/or Joint Venture Companies. Hencethe Form No AOC-1 i.e. Statement containing salient features of the financial statement ofSubsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section(3) of section 1 29 read with rule 5 of Companies (Accounts) Rules 2014) is NOTAPPLICABLE to the company.

16. AUDITORS AND AUDITOR'S REPORT:

• STATUTORY AUDITORS:

Pursuant to the provisions of Section 1 39 and any other applicable provisions and theRules framed thereunder if any of the Companies Act 2013 (including any statutorymodification(s) or re-enactment thereof for the time being in force) read with Companies(Audit and Auditors) Rules 2014 as amended from time to time the members has approvedthe appointment of M/s. K A SANGHAVI & CO LLP Chartered Accountants bearing FirmRegistration No. 0I20846W/WI00289 as the Statutory Auditors for period of 5 yearscommencing from the conclusion of the 8th AGM until the conclusion of the I 3thAGM to be held in the year 202Ion such remuneration as may be determined by the Board ofDirectors of the Company. Pursuant to Sections I 39 and I4I of the Act read with theCompanies (Audit and Auditors) Rules 20I4 the auditors have furnished a certificate oftheir eligibility and consent as the Auditors of the Company. The Audit Report ofStatutory Auditor on the Financial Statements of the Company for FY 20I8-I9 is a part ofthe Annual Report.

• STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

The Audit Report submitted by statutory auditors for the financial year ended March 3I20I9 does not contain any qualifications reservations adverse remarks or disclaimers.

• SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act 20I3 rule 9 of the Companies(Appointment and Remuneration personnel) Rules 20I4 and any other applicable provisionsand the Rules framed thereunder if any of the Companies Act 20I3 (including anystatutory modiication(s) or re-enactment thereof for the time being in force) on therecommendations of the Audit Committee the Board of Directors of the Company hasappointed M/s SJV &Associates Practicing Company Secretary as a Secretarial Auditorof the Company to conduct a Secretarial Audit for the Financial Year 20I8-I9 in Meeting ofBoard of Directors held on March 26 20I9. The Secretarial Audit Report confirms that theCompany has complied with the provisions of the Act Rules Regulations and Guidelines andthat there were no deviations or non-compliances.

A Secretarial Audit Report in "Form MR-3" issued by M/s SJV & AssociatesPracticing Company Secretary has been provided in an 'Annexure-2' which forms part of thethis Report.

• SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by the secretarial auditors does not contain anyqualifications reservations or adverse remarks or disclaimers.

• INTERNAL AUDITOR:

Pursuant to Section I 38 of the Companies Act 20I3 and rule I 3 of the Companies(Accounts) Rules 20I4 and any other applicable provisions and the Rules framedthereunder if any of the Companies Act 20I3 (including any statutory modiication(s) orre-enactment thereof for the time being in force) on the recommendations of the AuditCommittee the Board of Directors of Company has appointed Mr. Harsh Shaileshkumar ShahChartered Accountant (Membership no. 1 65448) as an Internal Auditor of the Company toconduct the internal Audit for the Financial Year 2018-19 in Meeting of Board of Directorsheld on March 26 2019.

• COSTAUDITOR:

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 the appointment ofCost Auditors to conduct the Cost Audit of the Company is NOT APPLICABLE to the Companyfor the year 2018-19.

• 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.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility (CSR) is a very important part of the business journeyof the Company. The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act 2013; Employees are one of the key stakeholders and supportthe CSR activities of the Company by giving active participation through volunteering. TheCompany has undertaken activities in the area of Education Public InfrastructureDevelopment /Rural Development and other activities as per the Schedule VII of theCompanies Act 2013 and as per the Company's CSR policy. The CSR policy of the Company isalso available on the Company's website www.kpiglobal.kpgroup.co. The Report on CSRactivities as required is annexed as 'Annexure 3' to this report.

18. 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.

19. CORPORATE GOVERNANCE:

The Company has complied with the requirements of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 regardingCorporate Governance. A report on the Corporate Governance practices a Certificate frompracticing Company Secretary regarding compliance of mandatory requirements thereof areannexed separately to this report.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors are responsible for laying down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively as per the Section 1 34(5)(e) of the Companies Act 2013. TheCompany has put in place strong internal control systems and best in class processescommensurate with its size and scale of operations which ensures that all the assets aresafeguarded and protected and that the transactions are authorized recorded and reportedcorrectly. The internal audit covers a wide variety of operational matters and ensurescompliance with specific standard with regards to availability and suitability of policiesand procedures. During the year no reportable material weakness in the design or operationwere observed.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents by adopting thehighest standards of professionalism honesty integrity and ethical behaviour in linewith the Code of Conduct of Board of Directors including independent Directors. Furtherthe Policy provides for adequate safeguards against victimisation of employees who availof the mechanism and also provides for direct access to the Chairperson of the AuditCommittee. The Vigil Mechanism Policy has also been uploaded on the website of the Companywww.kpiglobal.kpigroup.co

22. ANNUAL RETURN:

Pursuant to Sections 92 & 1 34(3) of the Act and Rule 1 2 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isattached as 'Annexure-1'. The extracts of the Annual Return of the Company can also beaccessed on the Company's website at https://kpiglobal.kpgroup.co/pages/financials/

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

During the year Lanco Solar Energy Private Limited and Lanco Solar Private Limitedrespectively had filed two separate Insolvency Applications against the Company before theNational Company Law Tribunal Ahmedabad Bench on account of non-payment of theoutstanding amounts aggregating to Rs. 6581432/- and Rs. 10518331/- under therespective purchase orders towards supply of certain goods. While Lanco Solar EnergyPrivate Limited and Lanco Solar Private Limited respectively have filed a pursis forwithdrawal of the Insolvency Applications on December 212018 inter alia stating that asettlement has been arrived at between the parties by way of Settlement Agreements datedDecember 18 2018 pursuant to which the Company has agreed to pay the settled amount ofRs. 3650000/- and Rs. 6343675/- respectively by way of post-dated cheques datedJanuary 20 2019 and accordingly Lanco Solar Energy Private Limited and Lanco SolarPrivate Limited respectively have sought to withdraw the Insolvency Application and haverequested the NCLT to dispose the application by passing necessary orders. The withdrawalorders have been passed by the NCLT pursuant to the pursis for withdrawal filed on January9 2019. Except this there were no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the financial year 2018-19 company has accepted the unsecured loan of Rs.25660000 from Mr. Farukbhai Gulambhai Patel Chairman & Managing Director of thecompany as per the conditions mentioned in sanction letter financial assistance forsetting up 25 MW DC solar photovoltaic (PV) power project at village Sudi Bharuchdistrict Gujarat under section 1 85 of the Companies Act 2013 read with The Companies(Acceptance of Deposits) Rules 2014 and a declaration confirming that unsecured loan(without any interest) has been given out of his own fund and is not being given out offunds acquired by him by borrowing or accepting loans or deposits from others has beenreceived from the director at the time of giving the unsecured loans to the company.

There were no loans guarantees or investments made by the Company under Section 1 86of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.

25. 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 Party Transactions are placed before the Audit Committee for approval andprior omnibus approval of the same has been obtained for the transactions which areplanned/repetitive in nature and omnibus approvals are taken as per the policy laid downfor unforseen transactions. Related Party Transactions entered into pursuant to omnibusapproval so granted are placed before the Audit Committee for its review on a quarterlybasis specifying the nature value and terms and conditions of the transactions.

The particulars of contracts / arrangements with related parties referred to in Section1 88(1) entered into during the financial year under review as required to be given inForm AOC-2 have been provided in an 'Annexure-4' which forms part of this Report.

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

There was no technology absorption and no foreign exchange earnings or outgo duringthe financial year 2018-19. Hence the information as required under Section 1 34(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regardedas Not Applicable. The Company has not entered into any technology transfer agreement.

27. 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 2018-19. Further the disclosures pertaining to remuneration andother details as required under section 1 97(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed in 'Annexure-5'.

• REMUNERATION POLICY:

The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and the ListingRegulations. The Remuneration Policy is attached as 'Annexure-5' which forms part of thisReport.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

Accordingly pursuant to Section 1 34(3)(c) and 1 34(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

II. 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 and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;

III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other i rregularities;

IV they have prepared the annual accounts on a going concern basis;

V they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

29. AWARDS AND RECOGNITIONS:

The Company is a solar power generating company and one of the most admired &recognized company in the renewable energy sector (solar) in Gujarat. Mr. FarukbhaiGulambhai Patel Chairman & Managing Director of the Company has been awarded as'Legends of Surat 2018' by Gujaratmitra.

30. INITIAL PUBLIC OFFERING (IPO):

During the year under review the company entered into the capital markets with a maidenpublic issue of 4992000 equity shares having a face value of Rs. 10/- each at a premiumof Rs. 70/- per share aggregating to Rs. 399360000. The issue has received tremendousresponse and the same was oversubscribed by — 11 times. The equity shares have beenlisted and traded on the SME Platform of BSE Ltd on January 22 2019. After the IPO theissued subscribed and paid up capital of the company stands at Rs. 1 80670000 dividedinto 18067000 equity shares of Rs. 10/- each. The Company has fully utilized the issueproceeds till the March 312019 of the funds raised under the IPO as per the object of theissue mentioned in the prospectus dated December 26 2018 and has made the disclosure incompliance with the SEBI Regulation 32 of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 and statement of deviation or variation has been uploadedon the BSE on June 14 2019 after being approved from the Audit Committee.

31. LISTING WITH STOCK EXCHANGE:

The equity shares of the company got listed on SME Platform of the BSE Limited onJanuary 22 2019. The annual listing fee for the year 2019-20 has been paid to theExchange.

32. 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 wellbeing of employees. The HSE policy has been reviewedby the company and is also available on the Company's website www.kpiglobal.kpgroup.co

33.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace ('thepolicy') and the policy is in line with the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. With the objective ofproviding a safe working environment all employees (permanent contractual temporarytrainees) are covered under the Policy. The policy is also available on the website of theCompany at www.kpiglobal.kpgroup.co

34. SECRETARIAL STANDARDS OF ICSI:

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.

35. 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.

36. ACKNOWLEDGEMENT:

The Board of Directors of the company acknowledge the dedicated service of theemployees of the Company during the year. They would also like to place on record theirappreciation for the continued co-operation and support received by the Company during theyear from bankers financial institutions Government authorities customers andsuppliers business partners and other stakeholders

36. ACKNOWLEDGMENT:

The Board of Directors of the company acknowledge the dedicated service of theemployees of the Company during the year. They would also like to place on record theirappreciation for the continued co-operation and support received by the Company during theyear from bankers financial institutions Government authorities customers andsuppliers business partners and other stakeholders and all persons who are directly orindirectly associated with the company

For and on behalf of
Place: Surat M/s K.PI. Global Infrastructure Limited
Date: August 312019 Sd/-
Farukbhai Gulambhai Patel
Chairman & Managing Director
DIN:00414045

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