Dear Shareholders,
Your Directors are pleased to present the 15th Annual Report along with the Audited Financial Statements of your Company for the Fiinancial year ended March 31, 2024 (‘FY 2023_24/FY24').
1. FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (‘Ind AS') and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and the provisions of the Companies Act, 2013 (‘Act').
The summarized Fiinancial highlight is depicted below:
( in Lakhs)
1. Previous period/year figures have been re-grouped/re-classifiied wherever necessary.
2. There has been no change in nature of business of your Company.
Performance Highlights:
Consolidated Financial Performance:
Total revenue from operations of your Company for the FY 2023_24 stood at 47,294.94 Lakhs as against 43,782.25 Lakhs for the corresponding previous Fiinancial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of 9,846.53 Lakhs compared to 7,556.94 Lakhs in the previous Fiinancial year.
Net profit for FY 2023_24 is 5,832.21 Lakhs as compared to 4,390.82 Lakhs in the previous Fiinancial year, showing an increase of 32.83%.
Standalone Financial Performance:
Total revenue from operations of your Company for the FY 2023_24 stood at 46,869.40 Lakhs as against 43,382.68 Lakhs for the corresponding previous Fiinancial year.
During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of 9,744.05 Lakhs as against 7,374.98 Lakhs for previous Fiinancial year, showing growth of 32.12%.
Net profit for FY 2023_24 is 5,864.70 Lakhs as compared to 4,381.60 Lakhs in the previous Fiinancial year, showing an increase of 33.85%.
2. DIVIDEND AND RESERVES Dividend:
The Board of Directors at their meeting held on April 22, 2024, has recommended payment of Re. 0.10 (Ten Paisa only) (2%) per equity share of 5/- (Rupees Five only) each fully paid-up as _inal dividend for the Fiinancial year 2023_24. The dividend is subject to approval of shareholders' at the ensuing Annual General Meeting ("AGM") of the Company. During the year under review, the Company has paid an interim dividend of Re. 0.25 paisa (5%) and
Re. 0.20 paisa (4%), aggregating to Re. 0.45/- (9%) per equity shares having a face value of 5/- each fully paid-up.
The total dividend for the Fiinancial year 2023_24, including the proposed _inal dividend, amounts to Re. 0.55/- (11%) per equity share of 5/- each fully paid-up and would involve a total outflow of 166.73 Lakhs translating into a dividend payout of 2.84% of the standalone profits of the Company.
As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.
Details of the dividend paid by the Company during the Fiinancial year 2023_24 are stated below:
The aforesaid interim dividend(s) have been paid by the Company from its profit for the Fiinancial year 2023_24.
Dividend Distribution Policy:
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, can be accessed on the Company's website at https://kpenergy.in/kpedata/assets/ uploads/Dividend%20Distribution%20Policy_17042024.pdf .
Transfer to Reserves:
Your Company has transferred the whole amount of Profit to Retained Earnings account as per annexed audited Balance sheet for the year ended March 31, 2024.
3. AMOUNT OF UNPAID_UNCLAIMED DIVIDEND TRANSFER TO UNPAID DIVIDEND ACCOUNT OF THE COMPANY
During the Fiinancial year 2023_24, your Company has transferred an amount of 5,792.8/- against the unpaid/ unclaimed dividend to the Unpaid Dividend Account. The Company has paid 6,709.05/- as dividend from the Unpaid Dividend Account, following the verifiication of the claims received from the shareholders. The Statements of unpaid/ unclaimed dividends are uploaded on the Company's website at https://kpenergy.in/S_O_U_A_U_D .
No funds were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.
4. CHANGES IN SHARE CAPITAL
During the year under review, to recognize unwavering support of the shareholders, the Company through Postal Ballot on February 2, 2024, approved the issue of bonus equity shares in the proportion of 2:1 i.e. 2 (Two) new fully paid-up equity share of 5/- (Rupees Five only) each for every 1 (One) existing fully paid-up equity share of 5/- (Rupees Five only) each, and consequential increase in authorised equity share capital of the Company from
12,50,00,000/- (Rupees Twelve Crores Fifty Lakhs Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of 5/- (Rupees Five Only) each to 35,00,00,000/- (Rupees Thirty Five Crores Only) divided into 7,00,00,000 (Seven Crores) Equity Shares of 5/- (Rupees Five Only) each, by creation of additional 4,50,00,000 (Four Crores Fifty Lakhs) Equity Shares of 5/- (Rupees Five) each.
Further, pursuant to the allotment of 4,44,60,000 (Four Crores Forty Four Lakhs Sixty Thousand) equity shares having face value of 5/- (Rupees Five only) each by way of bonus issue, the paid-up equity share capital of your Company increased from 11,11,50,000/- (Rupees Eleven Crores Eleven Lakhs Fifty Thousand) divided into 2,22,30,000 (Two Crores Twenty Two Lakhs Thirty Thousand) equity shares of 5/- (Rupees Five only) each to 33,34,50,000/- (Rupees Thirty Three Crores Thirty Four Lakhs Fifty Thousand only) divided into 6,66,90,000 (Six Crores Sixty Six Lakhs Ninety Thousand) equity shares of 5/- (Rupees Five only) each.
The Authorised Share Capital of the Company as on March 31, 2024, is 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of 5/- (Rupees Five only) each.
The Paid-up Share Capital of the Company as on March 31, 2024, is 33,34,50,000/- (Rupees Thirty Three Crores Thirty Four Lakhs Fifty Thousand only) divided into 6,66,90,000 (Six Crores Sixty Six Lakhs Ninety Thousand) equity shares of 5/- (Rupees Five only) each.
5. DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous Fiinancial years. Your Company did not accept any deposit during the year under review.
6. CREDIT RATING
During the year under review, CARE has reaJirmed the credit rating for Long-term bank facilities and Short-term bank facilities of the Company as CARE BBB; Stable/CARE A3+. The Summary of Rating action is as follows:
India Ratings and Research (Ind-Ra), a Fitch Group Company has assigned a Short-Term Rating of IND A2+ to the bank loans of the Company. The Summary of Rating is action is as follows:
7. EMPLOYEE STOCK OPTION PLAN
During the year under review, the shareholders of the Company at their 14th Annual General Meeting (‘AGM') held on September 29, 2023, had approved the adoption and implementation of ‘KP Energy Limited - Employee Stock Option Plan 2023' (hereinafter referred to as ‘KP Energy-ESOP 2023'/‘the Plan') and extension and grant of Employee Stock Option (‘ESOPs') to the eligible employees of the Company and of Group Companies including subsidiary Company(ies) and/or associate Company(ies) of the Company, exclusively working in India or outside, other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company, in one or more tranches not exceeding 5,00,000 (Five Lakhs) (‘ESOP Pool') ESOPs. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.
The Company consider the plan as a long-term incentive tool that would assist in aligning employees' interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations'). The Nomination and Remuneration Committee (‘NRC') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.
The shareholders of the Company, on February 2, 2024, through Postal Ballot, approved the issuance of Bonus equity shares in the ratio of 2:1 (Two new equity shares for every one equity share held in the Company) and owing to the bonus issue, the ESOP Pool was increased to 15,00,000 (Fifteen Lakhs) ESOPs.
The eligible employees, as determined by NRC, will be granted ESOPs, which will be vested as per the approved vesting schedule and are be exercisable into fully paid-up equity shares of 5/- (Rupees Five only) each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of the applicable laws and regulations for the time being in force. The statutory disclosures as mandated under the Act and SBEB Regulation and a certifiicate from Secretarial Auditor, confirming implementation of the Scheme in accordance with SBEB Regulations and Shareholders resolutions have been hosted on the website of the Company at www. kpenergy.in and same will be available for electronic inspection by the shareholders during the AGM of the Company.
During the year under review, no ESOPs were granted by the Company to eligible employees.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's Fiinancial position have occurred between the end of the Fiinancial year of the Company and date of this Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Board of Directors:
As of March 31, 2024, your Company's Board had ten members, consisting of three Executive Director, three Non-Executive and Non-Independent and four Independent Directors. The Board have two Woman Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report. During the year under review, following changes took place in the Directorships:
Appointment:
• Mr. Afzal Harunbhai Malkani (DIN: 07194226) was appointed as Additional Director (Non-Executive Non-Independent) with effect from August 10, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders by passing a special resolution in the 14th Annual General Meeting held on September 29, 2023.
• Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Whole-Time Director and Key Managerial Personnel of the Company with effect from November 7, 2023. His appointment was approved by the shareholders by passing an Ordinary Resolution through Postal Ballot on February 2, 2024.
• Mr. Dukhabandhu Rath (DIN: 08965826) was appointed as Additional Director (Non-Executive Independent Director) with effect from November
7, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders by passing a special resolution through Postal Ballot on February 2, 2024.
As on the date of this report, Mrs. Harsha Chirag Koradia (DIN: 08007668) was appointed as an Additional Director (Non-Executive Independent) with effect from June 29, 2024. Her appointment as Director (Non-Executive Independent) was approved by the Shareholder in their Extra Ordinary General Meeting held on July 31, 2024.
Re-appointment/Change in Designation:
• Designation of Mrs. Venu Birappa (DIN: 09123017) changed from Non-Executive Independent Director to Non-Executive Non-Independent Director, with effect from December 31, 2023.
As on the date of this report, Dr. Faruk G. Patel (DIN: 00414045) was re-appointed as Managing Director of the Company, by the Board of Directors in their meeting held on August 30, 2024, for the period of further 5 years commencing from July 15, 2025 to July 14, 2030, subject to the approval of shareholders of the Company. The resolution seeking shareholders' approval for his appointment forms part of the Notice.
Cessation:
• Mr. Afzal Harunbhai Malkani (DIN: 07194226) resigned from the post of Non-Executive Non-Independent with effect from December 30, 2023.
As on the date of this report, Mr. Arvindkumar Tribhovandas Patadia (DIN: 09267710) resigned from the position of Non-Executive Independent Director of the Company, with effect from 5:38 P.M. on April 2, 2024.
The Board places on record its sincere appreciation for contribution during his tenure on the Board of the Company.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, Mr. A_an Faruk Patel (DIN: 08576337) and Mrs. Venu Birappa (DIN: 09123017) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommends the re-appointment of Mr. A_an Faruk Patel and Mrs. Venu Birappa as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.
Key Managerial Personnel:
Following are Key Managerial Personnel (‘KMPs') of the Company as per Sections 2(51) and 203 of the Act as on March 31, 2024:
1. Dr. Faruk G. Patel, Managing Director
2. Mr. A_an Faruk Patel, Whole-Time Director
3. Mr. Amitkumar Subhashchandra Khandelwal, Whole-Time Director
4. Mrs. Shabana Virender Bajari, Chief Financial OJicer
5. Mr. Karmit Haribhadrabhai Sheth, Company Secretary
During the Fiinancial year 2023_24, Mr. Pravinkumar Singh resigned from the role of Chief Financial OJicer of the Company with effect from the closure of the Business hours of November 7, 2023. Following his resignation, Mrs. Shabana Virender Bajari was appointed as the new Chief Financial OJicer of the Company with effect from November 8, 2023.
10. DECLARATION BY AN INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifiication of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors have also confirmed that they have complied with the Company's code of conduct.
11. MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met eight (8) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
12. INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on March 28, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of _low of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
13. COMMITTEES OF THE BOARD
The Company has constituted various Committees of the Board as required under the Act, and the SEBI Listing Regulations. For details like composition, number of meetings held, attendance of shareholders, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
14. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee of the Company. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specifiic duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors to keep abreast of key changes and their impact on the Company. Additionally, the Directors participate in various programmes where these topics are presented to them. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.
15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2024, your Company has Six (6) subsidiary companies, One (1) associate Company and Six (6) project specifiic Special Purpose Vehicles (SPVs) in form of Limited Liability Partnership as below:
1. K.P Energy Mahua Windfarms Private Limited, Subsidiary
2. Wind Farm Developers Private Limited, Subsidiary
3. Ungarn Renewable Energy Private Limited, Subsidiary
4. Evergreen Mahuva Windfarms Private Limited, Subsidiary
5. HGV DTL Transmission Projects Private Limited, Wholly Owned Subsidiary
6. KP Energy OMS Limited, Wholly Owned Subsidiary
7. VG DTL Transmission Project Private Limited, Associate
8. Mahua Power Infra LLP, SPV
9. Manar Power Infra LLP, SPV
10. Miyani Power Infra LLP, SPV 11. Belampar Power Infra LLP, SPV 12. Hajipir Renewable Energy LLP, SPV 13. Vanki Renewable Energy LLP, SPV
The performance, Fiinancial position and details as required under Section 129 of the Act for each of the subsidiaries and associates companies for the Fiinancial year ended March 31, 2024, in the prescribed format AOC_1, is attached as Annexure-III, which forms part of this report.
16. AUDITORS AND AUDITOR'S REPORT Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. MAAK and Associates, Chartered Accountants (Firm Registration No 135024W), was appointed as Statutory Auditors of the Company to hold oJice till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditor is not required to be rati_ied at every AGM.
The Statutory Auditor has confirmed that they are not disqualifiied to act as Statutory Auditor and are eligible to hold oJice as Statutory Auditor of your Company.
Representatives of M/s. MAAK and Associates, Statutory auditors of your Company attended the previous AGM of your Company.
Statutory Auditors' Observations in Audit Report:
The Audit Report submitted by statutory auditors for the Fiinancial year ended March 31, 2024, does not contain any qualifiications, reservations, adverse remarks or disclaimers.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, as amended from time to time, the Board has appointed M/s. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for Fiinancial year 2023_24. The Secretarial Audit Report, in Form MR_3, for the year under review is provided as Annexure-I of this report.
Secretarial Auditors' Observations in Secretarial Audit Report:
The Secretarial Audit Report submitted by Secretarial Auditors for the Fiinancial year ended March 31, 2024, does not contain any qualifiications, reservations, adverse remarks or disclaimers.
Cost Auditor:
Pursuant to Section 148 of the Act read with rules made thereunder, as amended from time to time, the Company is required to maintain the cost accounts and records of the Company, accordingly, the Board has appointed
M/s. Nanty Shah & Associates, Cost Accountants, Firm Registration No. 101268, as Cost Auditor to prepare and to audit the Cost records of the Company for the Fiinancial year 2023_24. The remuneration payable to the Cost Auditor shall be subject to rati_ication by the shareholders at the Annual General Meeting. Accordingly, the necessary Resolution for rati_ication of the remuneration payable to cost auditor for the Fiinancial year 2024_25, has been included in the Notice forming the part of this Integrated Annual report.
Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company have not reported any instances of frauds committed in the Company by its OJicers or Employees, to the Audit Committee or the Board under Section 143(12) of the Act.
17. CORPORATE SOCIAL RESPONSIBILITY _CSR
The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of your Company at https://kpenergy.in/Code-and-Policies . The Report on CSR activities is annexed as ANNEXURE - II to this report.
Further, the Chief Financial OJicer of your Company has certifiied that CSR spends of your Company for the FY 2023_24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.
18. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of SEBI Listing Regulations, the Company being in the top 1000 listed entity required to submit the Business Responsibility and Sustainability Report for the Fiinancial year ended March 31, 2024. The Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.
20. CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certifiicate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company (‘Code of Conduct'), who have aJirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://kpenergy.in/C_O_C
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place adequate, strong and effective internal control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specifiic standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation was observed.
22. VIGIL MECHANISM_WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy is uploaded on the website of the Company at https://kpenergy.in/Code-and-Policies .
23. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://kpenergy.in/Annual-Return .
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Act, with respect to loans, guarantees, investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Act. The particulars of loans, guarantees and investments made during the year under review are given in the notes forming part of the Fiinancial statements.
25. RELATED PARTY TRANSACTIONS
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the SEBI Listing Regulations, any related party transaction which exceeds 1,000 Crores or 10% of the annual consolidated turnover, as per the last audited Fiinancial statement whichever is lower, is considered as material and requires shareholders approval. Accordingly, the Company has sought and obtained necessary shareholders approval for the year under review.
All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, SEBI Listing Regulations and your Company's Policy on Related Party Transactions. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC_2 is not applicable for FY24 and hence does not form part of this report.
Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company's website at https://kpenergy.in/Code-and-Policies .
26. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure-IV of this Report.
27. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remunerationofeachDirectorandKeyManagerialPersonnel to the median of employees' remuneration is provided in Annexure-V of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with the rules made thereunder, as amended from time to time, are not applicable to the Company as none of the employees has received remuneration above the limits specifiied in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Fiinancial year 2023_24.
28. BOARD POLICIES
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of your Company at https://kpenergy.in/Code-and-Policies .
29. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Act, the Company has framedapolicyonDirectors'appointmentandremuneration and other matters (‘Nomination, Remuneration and Evaluation Policy') which is available on the website of your Company at https://kpenergy.in/Code-and-Policies .
30. HEALTH, SAFETY & ENVIRONMENT POLICY
The Company has recognized health management, occupational safety and environment protection (HSE) as one of the most important elements in the organization's sustainable growth and has closely linked it to its cultural values. Your Company continually strives to create a safe working environment by being responsive, caring and committed to the various needs governing the security and well-being of employees. The HSE policy has been reviewed by the Company and is also available on the Company's website at https://kpenergy.in/Code-and-Policies .
31. CYBER SECURITY
In view of increased cyberattack scenarios, the Company has taken signifiicant strides to bolster its cybersecurity posture. We periodically review and enhance our processes and technology controls to align with the evolving threat landscape. The Company's technology environment is enabled with security monitoring at various layers starting from end user machines to network, application and the data. These measures ensure a resilient technology environment, safeguarding our digital assets and maintaining the integrity and con_identiality of our information. The Policy on Cyber Security and Data Privacy is available on the Company's website at https:// kpenergy.in/Code-and-Policies .
32. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at https://kpenergy.in/Code-and-Policies .
33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act 2013, read with rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (‘ICs') to consider and resolve the complaints related to sexual harassment. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company. During the year under review, the Company has not received any complaint pertaining to sexual harassment.
34. RISK MANAGEMENT
Company's Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Company. For the period under review the Board of the Company is responsible for framing, implementing, monitoring, reviewing the risk management plan and ensuring its effectiveness.
The Risk Management Framework strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as project development, regulatory, business and commercial, liquidity, people, etc. Using this framework, we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.
35. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: I. in the preparation of the annual Fiinancial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;
II. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Fiinancial year and of the profit of the Company for that period;
III. they have taken proper and suJicient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. they have prepared the annual accounts on a going concern basis;
V. they have laid down internal Fiinancial controls to be followed by the Company and that such internal Fiinancial controls are adequate and were operating effectively;
VI. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
36. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems were adequate and operating effectively.
37. GENERAL DISCLOSURES
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.
• Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.
• Application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
• One-time settlement of loan obtained from the Banks or Financial Institutions.
• Revision of Fiinancial statements and Director's Report of the Company.
• None of the Directors of the Company has been debarred or disqualifiied from being 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 Company, receives any commission from any of its subsidiaries.
38. ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to the bankers, Fiinancial institutions, government and regulatory authorities, customers, suppliers, business partners, shareholders, and all other stakeholders who have supported the Company, directly or indirectly, throughout the year.
Your Directors also extend their sincere appreciation to all employees of the KP Family, at every level, for their dedicated efforts and ongoing contributions, which have been instrumental in fostering the Company's success and growth.
For and on behalf of the Board of Directors
K.P. Energy Limited