Dear Shareholders,
The Board of Directors are pleased to present the 23rd Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024 (FY 2023-24).
Financial Performance:
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Generally Accepted Accounting Principles (IGAAP) 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 summarised financial highlight is depicted below:
(in ' lakhs)
Particulars
Standalone
Consolidated
Revenue from operations
Other Income
Total Income
Expenditure
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)
Finance Cost
Depreciation
Extraordinary items/Prior Period Items
Profit Before Taxation
Tax expenses
Profit for the period
1. Previous period/year figures have been re-grouped/re-classified wherever required.
2. There has been no change in nature of business of the Company.
Performance Highlights:
Consolidated:
Total revenue of the Company for the financial year 2023-24 stood at '35,197.05 lakhs as against '11,478.50 lakhs for the financial year 2022-23, showing an increase of 207%.
EBITDA for the financial year 2023-24 stood at '5,416.83 lakhs as against '2,140.43 lakhs for the financial year
2022- 23, showing an increase of 155%.
Profit after tax for the financial year 2023-24 stood at '3,539.05 lakhs as against '1,211.66 lakhs for the financial year 2022-23 showing an increase of 192%.
Standalone:
Total revenue of the Company for the financial year
2023- 24 stood at '35,197.05 lakhs as against '11,478.50 lakhs for the financial year 2022-23, showing an increase of 207%.
EBITDA for the financial year 2023-24 stood at '5,416.83 lakhs as against '2,140.62 lakhs for the financial year 2022-23, showing an increase of 153%.
Profit after tax for the financial year 2023-24 stood at '3,539.06 lakhs as against '1,211.81 lakhs for the financial year 2022-23 showing an increase of 192%.
Listing of equity shares:
Equity shares of the Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on March 22, 2024. The trading symbol of the Company is 'KPGEL'. Listing fees and the custodian charges to depositories, for the FY 2023-24 have been paid to BSE, NSDL and CDSL respectively.
Dividend and Reserves:
During the year under review, the Board of Directors of the Company have not declared/recommended any dividend. The Company has transferred the whole amount of profit/loss to Reserve & Surplus Account for the financial year ending on March 31, 2023.
Authorized and Paid-up Share Capital:
• Change in Authorised Share Capital:
During the year under review, pursuant to the shareholders' approval received in the Extraordinary General Meeting dated July 12, 2023, the Company has increased the authorised share capital of the Company from '2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) divided into 25,00,000 (Twenty Five Lakhs) Equity Shares of '10/- (Rupees Ten only) each to '20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of '10/- (Rupees Ten only) each by creation of additional 1,75,00,000 (One Crores Seventy Five Lakhs) Equity Shares of '10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares.
During the year under review, pursuant to the shareholders' approval received in the Extra-ordinary General Meeting dated August 25, 2023, the Company has increased the authorised share capital of the Company from '20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of '10/- (Rupees Ten only) each to '25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each by creation of additional 50,00,000 (Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each ranking pari passu with the existing Equity Shares.
During the year under review, pursuant to the shareholders' approval received in the Extra-ordinary General Meeting dated October 17, 2023, the authorised share capital of the Company was subdivided from '25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each to '25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of '5/- (Rupees Five only) each due to subdivision of Equity Shares of the Company.
• Issue of Bonus equity shares:
During the year under review, in order to encourage the shareholders' continued support, the Board has allotted 1,68,00,000 equity shares having face value of '10/- each as bonus equity shares, in the ratio of Fifteen (15) equity share having face value of '10/- each for every One (1) existing equity share having face value of '10/- each in the meeting of August 1, 2023. The issue of Bonus Shares has been approved by the shareholders of the Company in the Extra-ordinary General Meeting dated July 31, 2023.
• Sub-Division of Equity Shares of the Company:
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on October 17, 2023, the Issued, Subscribed and Paid-up Share Capital of the Company was changed from '17,92,00,000/- (Seventeen Crores
Ninety-Two Lakhs Only) divided into 1,79,20,000 (One Crore Seventy-Nine Lakhs Twenty Thousand) Equity Shares of '10/- (Rupees Ten only) each to '17,92,00,000/- (Seventeen Crores Ninety Two Lakhs Only) divided into 3,58,40,000 (Three Crores Fifty- Eight Lakhs Forty Thousand) Equity Shares of '5/- (Rupees Five only) each due to sub-division of Equity Shares of the Company.
• Issuance of the equity shares by way of preferential issue on private placement basis:
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on November 4, 2023, the company allotted 92,592 (Ninety-Two Thousand Five Hundred Ninety-Two) equity shares (Tranche 1) through a preferential issue on a private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with a face value of '5/- (Rupees Five only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on November 10, 2023.
During the year under review, pursuant to the shareholders' approval granted at the ExtraOrdinary General Meeting on November 15, 2023, the company allotted 1,81,000 (One Lakhs Eighty One Thousand) equity shares (Tranche 2) through a preferential issue on a private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on November 20, 2023.
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on November 18, 2023, the company allotted 80,000 (Eighty Thousand) equity shares (Tranche 3) through a preferential issue on a private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on November 23, 2023.
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on November 23, 2023, the company allotted 1,07,405 (One Lakh Seven Thousand Four Hundred and Five) equity shares (Tranche 4) through a preferential issue on a private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with a face value of '5/- (Rupees
Five only) in the Meeting of Board of Directors of the Company held on December 6, 2023.
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary General Meeting on December 9, 2023, the company allotted 5,39,003 (Five Lakhs Thirty Nine Thousand and Three) equity shares (Tranche 5) through a preferential issue on a private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on December 27, 2023.
• Public Issue - Initial Public Offer ("IPO"):
During the year under review, pursuant to the shareholders' approval granted at the Extra-Ordinary
General Meeting on January 17, 2024, the Company successfully completed its Initial Public Offering (IPO) by issuing 1,31,60,000 (One Crore Thirty One Lakh Sixty Thousand) equity shares at a price of '144 (Rupees One Hundred and Forty Four only) each, which includes a premium of '139 (Rupees One Hundred and Thirty Nine only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the Company held on March 20, 2024, by way of listing its securities on SME platform of Bombay Stock Exchange ('BSE') on March 22, 2024. The Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company's equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and the Directors thank them for their confidence in the Company.
Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company had fully utilized the net proceeds of IPO as on March 31, 2024, in objects mentioned below:
(inRs ' lakhs)
Sr. Object for which funds have been utilized No.
1 Part Finance the capital expenditure towards setting up of a new manufacturing unit to expand its current production capabilities as well as expanding our current product portfolio
2 General corporate purposes
3 Issue Expenses
Net Issue Proceeds
The Authorised Share Capital of the company as on March 31, 2024 is '25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of '5/- (Rupees Five only) each.
The paid-up Share Capital of the company as on March 31, 2024 is '25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares of '5/- (Rupees Five only) each.
Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:
During the financial year 2023-24, the Company has not paid any dividend to their members; hence the company has not transferred any amount to unpaid/unclaimed dividend to a special account opened by the company called the Unpaid/Unclaimed Dividend Account.
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 financial years. The Company did not accept any deposit during the year under review.
Credit Rating:
During the year under review, the Company has not obtained any credit rating from any Credit Rating Agencies.
Employee Stock Option Plan:
During the year under review, the shareholders of the Company at the Extra-Ordinary General Meeting ('EGM') held on November 18, 2023, had approved the introduction and implementation of the 'KP Green Engineering Limited - Employee Stock Option Plan 2023' (hereinafter referred to as 'KP Green Engineering-ESOP 2023'/'the Plan') and extension and grant of Employee Stock Option ('ESOPs')
to such persons who are an employees of the Company or of a group company, as designated by the Company, who is exclusive working in India or outside India, including a director, whether whole time director or not, including a non-executive director who is not a promoter or member of the promoter group but excluding an independent directors and directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company and selected by the Board in its sole and absolute discretion in one or more tranches up to 10,00,000 (Ten 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 views 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.
ESOPs will be granted to eligible employees as determined by the NRC. These options will vest according to the plan and can be exercised under the terms and conditions specified in the plan, in accordance with applicable laws and regulations. The statutory disclosures as mandated under the Act and SBEB Regulation and a certificate 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.kpgreenengineering.com 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.
Material changes and commitments affecting the financial position of the Company:
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.
Directors and Key Managerial Personnel:
• Board of Directors:
As on March 31, 2024, the Company's Board had Eight members comprising of one Executive Directors, three Non-Executive Directors and Non-Independent Directors and four Independent Directors. During the year, following changes took place in the Directorships and Key Managerial Personnel:
Appointment of Directors:
Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Additional Director (Non-Executive Non-Independent) of the Company w.e.f. December 6, 2023. His appointment as Director (Non-Executive Non-Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Surinder Kumar Negi (DIN: 00533049) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 6, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mrs. Ekta Aagam Sanghavi (DIN: 05199567) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 6, 2023. Her appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Muinulhaque Iqbalhusen Kadva (DIN: 07661317) was appointed as Additional Director (Executive Non-Independent) of the Company w.e.f. December 6, 2023. His appointment as Executive Director was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Tejpalsingh Jagatsingh Bisht (DIN: 02170301) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 7, 2023. His appointment as Director (Non-Executive Independent) was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Hassan Faruk Patel (DIN: 09739235) was appointed as Additional Director (Executive Non-Independent) of the Company w.e.f. December 7, 2023. His appointment as Executive Director was approved by the shareholders in the Extra-Ordinary General Meeting held on December 9, 2023.
Mrs. Indu Gupta Rao (DIN: 10427689) was appointed as Additional Director (Non-Executive Independent) of the Company w.e.f. December 27, 2023. Her appointment as Director (Non-Executive Independent) was approved by the shareholders in the ExtraOrdinary General Meeting held on January 4, 2024.
Cessation:
Mrs. Rashida Gulam Patel (DIN: 01676460) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.
Mrs. Vahidabanu Faruk Patel (DIN: 02940059) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.
Mr. Muhammedibarahim Gulamabbas Mujawar (DIN: 06672189) ceased to be Director of the Company with effect from December 7, 2023. The Board places on record its sincere appreciation of the contribution during his tenure on the Board of the Company.
Change in Designation:
Designation of Dr. Faruk G. Patel (DIN: 00414045) was changed from Executive Director to Chairman & Non-Executive (Non-Independent) Director of the Company at the meeting of Board of Directors on December 7, 2023.
Designation of Mr. Hassan Faruk Patel (DIN: 09739235) was changed from Executive Director to Non-Executive (Non-Independent) Director of the Company at the meeting of Board of Directors on December 9, 2023.
Appointment of Key Managerial Personnel (KMP):
Mr. Pravinkumar Singh was appointed as Chief Finance Officer ('CFO') of the Company w.e.f. December 6, 2023.
Mr. Saurabh Sharma was appointed as Company Secretary of the Company w.e.f. December 7, 2023. Mr. Saurabh Sharma was also designated as Company Secretary and Compliance Officer of the Company in the meeting of Board of Directors held on January 3, 2024.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.
The Board recommends the re-appointment of Mr. Amitkumar Subhashchandra Khandelwal 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 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 as on March 31, 2024:
1. Mr. Muinulhaque Iqbalhusen Kadva,
Whole-Time Director;
2. Mr. Pravinkumar Singh,
Chief Financial Officer;
3. Mr. Saurabh Sharma,
Company Secretary & Compliance Officer.
Declaration from Independent Directors:
The 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 Qualification 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.
Meetings of Board of Directors:
During the year under review, the Board met 29 (Twenty Nine) times i.e. on May 8, 2023, June 5, 2023, June 19, 2023, June 23, 2023, July 10, 2023, July 14, 2023, July 20, 2023, July 28, 2023, August 1, 2023, August 25, 2023, September 21, 2023, October 21, 2023, November 1, 2023, November 10,
2023, November 13, 2023, November 16, 2023, November 20, 2023, November 23, 2023, December 6, 2023, December 7, 2023, December 9, 2023, December 27, 2023, January 3, 2024, January 16, 2024, January 22, 2024, February 23,
2024, March 7, 2024, March 14, 2024 and March 20, 2024. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.
The details of attendance of the Board members at the Board Meetings during FY 2023-24 and at the last Annual General Meeting held on September 28, 2023, are as under:
Sr. Name of Director(s)
No. of Meetings
No.
1 Dr. Faruk G. Patel
2 Mrs. Rashida Gulam Patel1
3 Mrs. Vahidabanu Faruk Patel1
4 Mr. Muhammedibarahim Gulamabbas Mujawar1
5 Mr. Muinulhaque Iqbalhusen Kadva2
6 Mr. Hassan Faruk Patel3
7 Mr. Amitkumar Subhashchandra Khandelwal2
8 Mr. Surinder Kumar Negi2
9 Mrs. Ekta Aagam Sanghavi2
10 Mrs. Indu Gupta Rao4
11 Mr. Tejpalsingh Jagatsingh Bisht3
Committees of the Board of Directors:
During the year under review, the Board in its meeting held on January 3, 2024, constituted various statutory committees to ensure good corporate governance practices and to handle specific activities & ensure the timely resolution of various issues. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of all Committee meetings are presented to the Board for review. As on March 31, 2024, the composition of Committees mentioned below:
a) Audit Committee:
The Board constituted the Audit Committee on January 3, 2024. Subsequently, during the financial year 2023-24, 3 (three) meetings of the Audit Committee were held on January 16, 2024, January 22, 2024, and March 20, 2024. The intervening gap between the two meetings did not exceed 120 days. The Composition of the Audit Committee and details of attendance of the members during FY 2023-24, are given below:
Name & Designation
Category
of Members
Mrs. Ekta Aagam Sanghavi (Chairperson)
Non-Executive Independent Director
Mrs. Indu Gupta Rao (Member)
Mr. Muinulhaque Iqbalhusen Kadva (Member)
Promoter, Executive Director, Whole-Time Director
All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board.
1
b) Nomination and Remuneration Committee:
The Board constituted the Nomination and Remuneration Committee ('NRC') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the NRC was held on March 20, 2024. The Composition of the NRC and details of attendance of the members during FY 2023-24, are given below:
Mr. Tejpalsingh Jagatsingh Bisht (Member)
Dr. Faruk G. Patel (Member)
Promoter, Chairman, Non-Executive Director
The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting are placed in the next meeting of the Board.
c) Stakeholders' Relationship Committee:
The Board constituted the Stakeholders' Relationship Committee ('SRC') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the SRC was held on March 20, 2024. The Composition of the SRC and details of attendance of the members during FY 2023-24, are given below:
Mr. Amitkumar Subhashchandra Khandelwal (Chairman)
Non-Executive, Non-Independent Director
Mr. Surinder Kumar Negi (Member)
The Company Secretary acts as the Secretary to the Committee. The minutes of each SRC meeting are placed in the next meeting of the Board.
d) Corporate Social Responsibility Committee:
The Board re-constituted the Corporate Social Responsibility Committee ('CSR') on January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the CSR was held on March 20, 2024. The Composition of the CSR and details of attendance of the members during FY 2023-24, are given below:
Mr. Hassan Faruk Patel (Member)
Promoter, Non-Executive, Non-Independent Director
The Company Secretary acts as the Secretary to the Committee. The minutes of each CSR meeting are placed in the next meeting of the Board.
Independent Directors' Meeting:
The Independent Directors met on March 20, 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 Chairman of your Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
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 of the Company. 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 specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Subsidiaries, Joint Ventures and Associate companies:
As on March 31, 2024, the company has M/s KPZon Energia Private Limited, as Subsidiary Company, except this the Company does not have any other Subsidiaries, Associates and Joint Ventures.
The performance, financial position and the details required under section 129 of the Companies Act, 2013, for the subsidiary for the financial year ended March 31, 2024, in Form AOC-1, is attached as Annexure-C, which forms part of this report.
Auditors and Auditor's Report:
• Statutory Auditors:
Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(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 approved the appointment of M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing Firm Registration No. 0120846W/W100289, as the Statutory Auditors of the company to hold office from the conclusion of 20th Annual General Meeting till the conclusion of 25th Annual General Meeting of the Company to be held in the year 2026 on such remuneration as may be determined by the Board of Directors of the Company. Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit
and Auditors) Rules 2014, the auditors have furnished a certificate of their eligibility and consent as the Auditors of the Company.
• Statutory Auditors' observations in Audit Report:
The Audit Report submitted by statutory auditors for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, read with the 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 the Company for the financial year 2023-24. As per the requirements of SEBI Listing Regulations. The Secretarial Audit Report of the Company in 'Form MR-3' for the year under review is provided as Annexure-A of this report.
• Secretarial Auditors' observations in Secretarial Audit Report:
The Secretarial audit Report submitted for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, read with the 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. V.M. Patel & Associates, Cost Accountants to prepare and to audit the cost records of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor is subject to ratification by the shareholders at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to cost auditor for the financial year 2024-25, has been included in the Notice which forms part of this Annual report.
• Reporting of frauds by Auditor:
During the year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company has not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee, as required under Section 143(12) of the Companies Act, 2013.
Corporate Social Responsibility (CSR):
The Company had always been following its core philosophy of serving society. As per the Criteria of Section 135 of Companies act, 2013, the board is required to constitute a CSR Committee of members, who will manage the CSR activities as specified in Schedule VII to the Companies Act, 2013 to be undertaken by the company. The Board has also adopted the CSR Policy, which is available on the website of the Company at https://kpgreenengineering.com/policies- disclosures. The Annual Report on CSR activities is annexed as Annexure-B to this report.
The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year. The Chief Financial Officer of the Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.
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 Annual Report.
Corporate Governance:
Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to 'Corporate Governance' under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.
Vigil mechanism/Whistle Blower Policy:
The 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 https://kpgreenengineering.com/ policies-disclosures.
During the year under review, the Company has not receive any complaint under the whistle blower policy.
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 and can be assessed using the link: https:// kpgreenengineering.com/financials.
Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.
Related Party Transactions:
During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the Listing Regulations, any related party transaction exceeding '1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought and obtained necessary Members 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, the 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. The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.
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-D of this Report.
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 remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-E 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 specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.
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 the Company at https://kpgreenengineering.com/policies-disclosures.
Policy on Directors' appointment and Remuneration:
Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination, Remuneration and Evaluation of Directors' appointment and other matters which is available on the website of the Company at https:// kpgreenengineering.com/policies-disclosures.
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. 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 https://kpgreenengineering.com/policies-disclosures.
Code for Prevention of Insider Trading:
The 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 https://kpgreenengineering. com/policies-disclosures.
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.
Risk Management:
The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
I. in the preparation of the annual accounts, 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 financial year and of the profit of the company for that period;
III. they have taken proper and sufficient 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 financial controls to be followed by the company and that such internal financial 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.
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.
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.
• 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.
• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).
• Application 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 financial statements and Directors' Report of the Company.
• None of the Directors of the Company has been debarred or disqualified 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.
Acknowledgement:
The Directors wish to express their gratitude to the bankers, financial 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.
The 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 KP Green Engineering Limited (Formerly Known as K P Buildcon Private Limited)
Place: Surat
Dr. Faruk G. Patel Chairman & Director
Muinulhaque Iqbalhusen Kadva Whole Time Director
Date: August 31, 2024
DIN: 00414045
DIN: 07661317