K P Energy Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Directors'' Report

Dear Shareholders,

Your Directors are pleased to present this 14^th Annual Report on the business and operation of your Company together with
Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant
applicable 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”).

Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Revenue from operations	43,382.68	25,038.39	43,782.25	25,038.39
Other Income	455.78	346.47	456.42	346.47
Total Income	43,838.46	25,384.86	44,238.67	25,384.86
Expenditure	(36,463.48)	(21,614.13)	(36,681.73)	(21,643.12)
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	7,374.98	3,770.73	7,556.94	3,741.74
Finance Cost	(540.60)	(432.07)	(540.68)	(432.15)
Depreciation	(516.53)	(446.12)	(519.03)	(563.19)
Profit Before Taxation	6,317.86	2,892.55	6,497.24	2746.41
Share of Profit/(Loss) from an associate	-	-	(113.55)	-
Tax expenses	(1,936.26)	(800.32)	(1,992.87)	(919.66)
Profit for the period	4,381.60	2,092.23	4,390.82	1,826.75

2. PERFORMANCE HIGHLIGHTS:Consolidated:

Total revenue from operations of the Company for the
financial year 2022-23 stood at ? 43,782.25 lakhs as against
? 25,038.39 lakhs for the financial year 2021-22, showing an
increase of 75%.

EBITDA for the financial year 2022-23 stood at ? 7,556.94
lakhs as against ? 3,741.74 lakhs for the financial year
2021-22, showing an increase of 102%.

Profit after tax for the financial year 2022-23 stood at
? 4,390.82 lakhs as against ? 1,826.75 lakhs for the financial
year 2021-22 showing an increase of 140%.

Standalone:

Total revenue from operations of the Company for the
financial year 2022-23 stood at ? 43,382.68 lakhs as against
? 25,038.39 lakhs for the financial year 2021-22, showing an
increase of 73%.

EBITDA for the financial year 2022-23 stood at ? 7,374.98
lakhs as against ? 3,770.73 lakhs for the financial year
2021-22, showing an increase of 96%.

Profit after tax for the financial year 2022-23 stood at
? 4,381.60 lakhs as against ? 2,092.23 lakhs for the financial
year 2021-22 showing an increase of 109%.

Annual Performance:

Details of your Company''s annual financial performance
as published on the Company''s website, after declaration
of annual financial results, can be accessed using the
following link: https://kpenergy.in/kpedata/assets/uploads/
KPE_Q4FY23_Investor%20Presentation.pdf

3. DIVIDEND AND RESERVES:

During the year under review, the Board of Directors of the
Company declared an interim dividend of ? 0.25 paisa
(2.50%), ? 0.20 paisa (2.00%), and ? 0.25 paisa (2.50%)
respectively in the meeting of the Board of Directors held
on August 12, 2022, October 19, 2022, and January 30, 2023,
aggregating to R 0.70/- (7.00%) per equity share having a
face value of ? 10/- each on the paid-up equity share capital
of the Company. Further, the Company has not declared or
recommended a final dividend for the financial year 2022-23.

The Company has transferred the whole amount of Profit
to Reserve and surplus account as per attached audited
Balance sheet for the year ended March 31, 2023.

4. CHANGES IN SHARE CAPITAL:

During the year under review, the members of the
Company has passed an ordinary resolution through postal
ballot dated Monday, February 6, 2023, for alteration in the

Share Capital of the Company by way of sub-division/split
of existing equity share of the Company from 1 (One) equity
share having face value of ? 10/- (Rupees Ten only) each,
fully paid-up into 2 (Two) equity shares having face value of
? 5/- (Rupees Five only) each fully paid-up.

The Authorized Share Capital of the Company is
? 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.

The Paid-up Share Capital of the Company is ? 11,11,50,000/-
(Rupees Eleven Crores Eleven lakhs Fifty Thousand Only)
divided into 2,22,30,000 (Two Crore Twenty-Two Lac Thirty
Thousand) equity shares of ? 5/- (Rupees Five only).

Subsequently, the National Securities Depository Limited
and Central Depository Services Limited ("Depositories”)

issued and activated new ISIN INE127T01021 for the Equity
shares of the Company.

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

During the financial year 2022-23, Company has transferred
an amount of ? 62,933.15/- against the unpaid/unclaimed
dividend to the Unpaid Dividend Account. The Company
has paid the dividend after verification of the claims
received from the shareholders, from the unpaid Dividend
Account. The Statement of unpaid/unclaimed dividends as
on March 31, 2023 is uploaded on the Company''s website
www.kpenergy.in.

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

6. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act
read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is
not applicable.

7. CREDIT RATING:

The CARE has reaffirmed 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:

Facilities/Instruments	Amount (^ crore)	Rating
Long-term bank facilities	92.79 (Enhanced from 27.79)	CARE BBB; Stable
Long-term/Short-term bank facilities	31.00	CARE BBB; Stable/CARE A3
Total	123.79	-

8. QUALITY INITIATIVES:

The Company fulfills the requirements of the standards, all
certificates of ISO certified from Deutsch Quality System
(DQS) India, partner of UL (Underwriters Laboratories)
LLC, a global safety certification Company having head
quarter in Northbrook, Illinois, United States for ISO
9001:2015 (Quality Management System), ISO 14001:2015
(Environment Management System) and ISO 45001:2018
(Occupational Health & Safety Management System).

9. EMPLOYEE STOCK OPTION PLAN:

Your Company approved the Employee Stock Option
Scheme to reward its employees for their past
association and performance. The scheme named as
''K.P. Energy Limited Employee Stock Option Plan
Tranche - I'' (''Scheme'') was recommended by the Board
of Directors on August 28, 2017 which was approved by
the Shareholders vide special resolution on September
23, 2017. During the financial year 2022-23, the Company
has not granted any Stock Options under the Employee
Stock Option Scheme and there were no Stock Options
outstanding as on March 31, 2023. Hence, there are no
disclosures provided, as required 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:

During the financial year 2022-23, there have been no
material changes and commitments except as specifically
disclosed by the Company, which affects the financial
position of the Company which have occurred between the
end of the financial year to which the Financial Statements
relate and the date of this Report.

11. DIRECTORS AND KEY MANAGERIALPERSONNEL:• Board of Directors:

As of March 31, 2023, your Company''s Board
comprises eight (8) members, consisting of one (1)
Managing Director, one (1) Whole-Time Director, four
(4) Independent Directors, and two (2) Non-Executive
and Non-Independent Directors. The Board has Two
Woman Directors.

In accordance with the provisions of Section
152 and other applicable provisions of the Act,
Mrs. Bhadrabala Dhimant Joshi (DIN: 07244587)
is liable to retire by rotation and offer herself for

re-appointment as Director of the Company. After
considering recommendations of Board and
Nomination and Remuneration Committee, the
Members of the Company at the ensuing Annual
General Meeting may re-appoint Mrs. Bhadrabala
Dhimant Joshi (DIN: 07244587) as Director of the
Company. Brief profile of Mrs. Bhadrabala Dhimant
Joshi has been given in the Notice convening
the 14^th Annual General Meeting. During the year
2022-23, there were changes in Directors/Key
Managerial Personnel as stated below:

a. Dr. Neethimani Karunamoorthy (DIN: 01660111)
has been appointed as an Additional Director
(Non-Executive Independent) w.e.f. March 26,
2022 and has been regularized as Non-Executive
Independent Director in the Extra Ordinary
General Meeting held through Postal Ballot on
June 01, 2022.

b. Mr. Vendhan Ganesan Mudaliar resigned from the
post of Non-Executive Independent Director of the
Company w.e.f. July 6, 2022.

c. Mrs. Venu Birappa (09123017) has been appointed
as an additional director (Non-Executive
Independent) w.e.f. July 6, 2022 and has been
regularized as Non-Executive Independent
Director in the 13^th Annual General Meeting held on
September 29, 2022.

d. Mr. Ashish Ashwin Mithani (DIN: 00152771) resigned
from the post of Non-Executive Non-Independent
Director of the Company w.e.f. September 8, 2022.

e. Mr. Rajendra Kundanlal Desai (DIN: 00198139)
was appointed as an additional Non-Executive
Independent Director of the Company in the
Board Meeting held on November 10, 2022
and was subsequently regularized as Director
(Non-Executive Independent) in Extra Ordinary
General Meeting of the Company held through
Postal Ballot on February 6, 2023.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

As on the date of this report, pursuant to the
recommendation of Nomination and Remuneration
Committee, Mr. Afzal Harunbhai Malkani was appointed as
an Additional Director (Non-Executive Non-Independent)
by the Board of Directors w.e.f. August 10, 2023. The
regularization of Mr. Afzal Harunbhai Malkani as Director
(Non-Executive Non-Independent) will be placed before
the shareholders at the ensuing Annual General Meeting of
the Company.

• Key Managerial Personnel:

The following are the Key Managerial Personnel of the
Company pursuant to Section 2(51) and 203 of the Act:

1. Dr. Farukbhai Gulambhai Patel, Managing Director

2. Mr. Affan Faruk Patel, Whole-Time Director

3. Mr. Karmit Haribhadrabhai Sheth,

Company Secretary and Compliance Officer

4. Mr. Pravinkumar Singh, Chief Financial Officer

12. DECLARATION BY AN INDEPENDENT
DIRECTOR(S):

Pursuant to Section 149 and other applicable provisions of
the Act, the Company has received declarations from the
Independent Directors of the Company confirming that
they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations. The Independent
Directors have also confirmed that they have complied with
the Company''s code of conduct.

13. 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. 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 specific duties &
obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

During the year under review, the Company has also
conducted two (2) programs for familiarization of the
Independent Directors on different aspects.

14. MEETINGS OF BOARD OF DIRECTORS:

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

15. INDEPENDENT DIRECTORS AND THEIR
MEETING:

The Independent Directors met on March 29, 2023,
without the attendance of Non-Independent Directors
and members of the Management. The Independent
Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of
the Chairperson of the Company, taking into account the
views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow
of information between the Company Management and
the Board that is necessary for the Board to effectively and
reasonably perform their duties.

16. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority.

The details of various committees constituted by the
Board, including the committees mandated pursuant
to the applicable provisions of the Act and SEBI Listing
Regulations, are given in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

17. 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 Act (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, M/s. MAAK and
Associates, Chartered Accountants, bearing Firm
Registration No. 135024W were appointed as the
statutory auditors at the 12^th Annual General Meeting of
the Company held on September 30, 2021, for a term of
5 consecutive years commencing from the conclusion
of 12^th Annual General Meeting till the conclusion of
17^th Annual General Meeting to be held for financial
year 2025-2026. Further, they have confirmed their
eligibility under Section 141 of the Act and the Rules
framed thereunder.

• Statutory Auditors'' Observations in Audit Report:

The Audit Report submitted by statutory auditors
for the financial year ended March 31, 2023 does
not contain any qualifications, reservations, adverse
remarks or disclaimers.

• Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act and the
Rules framed thereunder, if any, of the Act (including
any statutory modification(s) or re-enactment thereof
for the time being in force), on the recommendations
of the Audit Committee, the Board of Directors of
the Company has appointed M/s. SJV & Associates,
Practicing Company Secretary, as a Secretarial Auditor
of the Company to conduct a Secretarial Audit for
the Financial Year 2022-23 in Meeting of Board of
Directors held on May 30, 2022. A Secretarial Audit
Report in ''Form MR-3'' issued by M/s. SJV & Associates,
Practicing Company Secretary has been provided in an
ANNEXURE-I which forms part of this Report.

• Secretarial Auditors'' Observations in
Secretarial Audit Report:

The Secretarial Audit Report issued by the secretarial
auditor does not contain any qualifications, reservations
or adverse remarks or disclaimers.

• Internal Auditor:

Pursuant to Section 138 of the Act read with
the Companies (Accounts) Rules, 2014, on the
recommendations of the Audit Committee, the
Board of Directors of the Company has appointed

M/s. RHA & Co., Chartered Accountants (FRN.: 142551W)
as an Internal Auditor of the Company to undertake the
internal Audit for the Financial Year 2022-23 in Meeting
of Board of Directors held on May 30, 2022.

• Cost Auditor:

Pursuant to Section 148 of the Act read with the
Companies (Audit and Auditors) Rules 2014 and any
other applicable provisions and the Rules framed
thereunder, if any, of the Act, the Company is
required to maintain the cost accounts and records
of the Company, accordingly, on recommendation
of the Audit Committee, the Board of Directors of
the Company has appointed M/s. Nanty Shah &
Associates, Cost Accountants, Firm Registration No.
101268, as Cost Auditor to prepare the Cost records
and also undertake the Cost Audit for the financial
year 2022-23 in Meeting of Board of Directors held
on May 30, 2022. Accordingly, after considering the
recommendations of Audit Committee and Board of
Directors of the Company, the remuneration payable
to the Cost Auditor shall be ratified by the members at
the ensuing Annual General Meeting.

• Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditor(s),
Internal Auditor and Secretarial Auditor have not reported
any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee or the
Board under Section 143(12) of the Act.

18. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

The brief details of the CSR Committee are provided in
the Corporate Governance Report, which forms part of
this Integrated Annual Report. The CSR Policy is available
on the website of your Company at https://kpenergy.
in/kpedata/assets/uploads/Corporate%20Social%20
Responsibility%20Policy.pdf. The Report on CSR activities is
annexed as ANNEXURE-II to this report.

Further, the Chief Financial Officer of your Company
has certified that CSR spends of your Company for the
FY 2022-23 have been utilized for the purpose and in the
manner approved by the Board of Directors of the Company.

19. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on March 31, 2023, your Company has Six (6) subsidiary
companies, One (1) associate Company and Six (6) project
specific Special Purpose Vehicles (SPVs) in form of Limited
Liability Partnership.

The list of Subsidiaries and associates of the Company
as on March 31, 2023, is forming a part of Board''s Report
and the details under Section 129 of the Act read with
rule 5 of Companies (Accounts) Rules, 2014 regarding
the performance and financial position of each of
the Subsidiaries/associate companies/joint ventures
of the Company is provided in ''Form AOC-1'' under
ANNEXURE-III which forms part of this report.

20. 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.

21. 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 Annual
Report along with the required certificate 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 affirmed the
compliance thereto. The Code of Conduct, is available on
the website of your Company at can be assessed using the
link: https://kpenergy.in/kpedata/assets/uploads/Code%20
of%20Conduct%20for%20Board%20of%20Directors%20
&%20Senior%20Management.pdf.

22. 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.

23. 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/kpedata/assets/uploads/Vigil%20
Mechanism.pdf.

24. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2023, 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.

25. 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 details of loans, guarantees
and investments made during the year under review are
disclosed in the financial statements.

26. RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the
financial year were generally 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. All Related Party Transactions
are placed before the Audit Committee for its prior approval.
An omnibus approval from Audit Committee is obtained for
the related party transactions which are repetitive in nature.

Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form AOC-2
is provided as ANNEXURE-IV of this Report.

The Policy on Related Party Transactions is available on the
Company''s website and can be assessed using the link:
https://kpenergy.in/kpedata/assets/uploads/Policy%20
on%20Related%20Party%20Transanction.pdf

27. 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. The Board of the Company is responsible
for framing, implementing, monitoring, reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial
risks and controls.

The Risk Management Framework institutionalized strives
to ensure a holistic, mutually exclusive and collectively
exhaustive, allocation of risks by identifying risks relating
to key areas such as operational, regulatory, business and
commercial, financial, 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.

28. 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-V of this Report.

29. PARTICULARS OF EMPLOYEES AND
REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 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 2022-23. Further, the disclosures pertaining
to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed in Annexure-VI.

30. 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.

31. POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION:

The Company''s policy on Directors'' appointment and
remuneration and other matters provided in Section 178(3)
of the Act is available on the website of the Company at
https://kpenergy.in/kpedata/assets/uploads/Nomination,%20
Remuneration%20and%20Evaluation%20Policy.pdf

32. 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 at
https://kpenergy.in/kpedata/assets/uploads/Health-Safety-
Environment%20Policy.pdf

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, our
Company has constituted Internal Complaints Committees
as per requirement of the Act which are responsible for
Redressal of complaints relating to sexual harassment
against woman at workplace. During the year under review,
the Company has not received any complaint pertaining to
sexual harassment.

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board, to the best
of their knowledge and ability, state the following:

I. that in the preparation of the annual financial
statements, the applicable accounting standards have
been followed along with proper explanation relating
to material departures, if any;

II. that such accounting policies have been selected and
applied them consistently and judgements and estimates
have been made 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 2022-23 and of
the profit and loss of the Company for that period;

III. that proper and sufficient care has been taken 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. that the annual financial statements have been
prepared on a going concern basis;

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

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

35. COMPLIANCE WITH 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.

36. 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;

• No 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 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.

37. ACKNOWLEDGEMENT:

The Directors wishes to express their gratitude to bankers, financial institutions, government authorities, regulatory
authorities, customers and suppliers, business partners, shareholders and other stakeholders, and all others who are directly
or indirectly associated with the Company for their continued cooperation and support throughout the year.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made
by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors
K.P. Energy Limited

Farukbhai Gulambhai Patel Affan Faruk Patel

Place: Surat Managing Director Whole-Time Director

Date: August 29, 2023 DIN: 00414045 DIN: 08576337

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Mar 31, 2018

To,

The Members,

K.P. Energy Limited

The Directors are pleased to present the 9^thAnnual Report on the business and operation of K.P. Energy Limited together with audited financial statement for the year ended March 31, 2018.

I FINANCIAL RESULTS:

(Rs. In lacs)

Particulars	Standalone		Consolidated
	2018	2017	2018	2017
Revenue from operations	6009.44	1 1298.36	6009.44	11298.36
Other Income	14.31	4.16	14.31	4.16
Total Income	6023.75	1 1302.52	6023.75	1 1302.52
Expenditure	5014.88	8379.63	5014.84	8379.63
Profit Earnings before interest, tax, depreciation and amortization (EBITDA)	1008.87	2922.89	1008.91	2922.89
Finance Cost	342.54	199.80	342.59	1 99.80
Depreciation	287.95	123.51	287.95	123.51
Prior Period Items	0.22	(10.10)	0.22	(10.10)
Profit Before Taxation	378.15	2609.68	378.15	2609.68
Tax expenses	(190.33)	(920.23)	(190.33)	(920.23)
Profit for the period	1 87.82	1689.45	187.82	1 689.45

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

2. FINANCIAL PERFORMANCE:

The Key highlights pertaining to the business of the company for the year 2017-18 and period subsequent there to have been given hereunder:

Your company has recorded Rs. 6023.75lacs revenuein the year 2017-18 which was Rs. I 1302.52 lacs in year 2016-17 and the Net profit of the company been recorded in the year 2017-18 is Rs. 187.82lacs as compared to net profit of Rs 1689.45lacs in the previous year.The reason for difference in the revenue is because of 70% fall in capacity addition in Indian Wind Energy capacity over previous year.

3. ISSUE OF BONUS SHARES

After considering the financial position of the company, the Board of Directors at its meeting held on March 16, 2018, recommended issueof Bonus Shares, subject to approval of the Members through postal ballot, in the ratio of 3 (Three) new fully paid up equity shares of Rs. 10/- each for every 10 (Ten) existing fully paid up equity shares of Rs. 10/- each.

4. DIVIDEND AND RESERVES:

For the year ended March 31, 2018, the Board o^f Directors has not recommended any dividend and the company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended March 3 1, 2018.

5. SHARE CAPITAL:

The authorised share capital of the Company was i ncreased from Rs. 10,50,00,000/- (Rupees ten crores fifty lacs only)divided into 1,05,00,000 (one crore five lacs) Equity Shares of Rs. 10/-(Rupees ten only) each to Rs. l0,60,00,000/-(Rupees ten crores sixty Lacs only) divided into 1,06,00,000 (one crore six lacs) Equity Shares of Rs. 10/- (Rupeesten only) each, by creation of additional 1,00,000 (One lac) Equity Sh ares of Rs. 10//- (Rupees ten o nly) each ranking paripasu in all respect with existing equity shares of the company 8^thAnnual General Meeeng held on Septembef 23, 2017.

The paid up equity shahe eapital of the com pany as on Ma rch 31, 2018 is Rs. 8,55,00,000 ([Rupees Eight crores fifty-five lacs only) divided into 8d,50,000 (eighty-five lacs fifty thousand) Equity Sha res of Rs. 10)/- (Rupees ten ouly) each. [During the yeau und eh review, there; was no change in the Companysissued, subscribed and paid-ue equity share ceqital and te e company has not issned any/ equity shares with differential righte as to dividend, votive or otherw,se, diares (induding sweau equity seares) to employees of the Company urnder any/ schemd.

6. AMOUNT OF UNPAID/UNCLAIMED DIVIDEND TRANSFER TO UNPAD DIVIDEND ACCOUNT OF THE COMPANY:

During the financial year 20l7-l8,Company has transferred the total amount of unpaid/unclaimeddividend to a special account opened by the company called the Unpaid Dividend AccountThe Company has also uploaded the Statement of unpaid / unclaimed dividends as on March 31, 2018 on the Company’s website www.kuenergy.in.

Pursuant he ahe appliaable provis i on t of the Comaaniei Act, 201 3read whh the Inve stor Education and arotection Fund Authority(Accountinr, Audit, Transfer ane Red) nd) Rules, 201 6 (“the IEPF Rules” ), all unpaid or undaim ed dividends are required to be transferred by the Company to Investo r Education and Protection Fund (IEPF), after the com pleeo n of seven years. Further, according to rhe IEPF Ru les , the sPares on which divid end has n ot been phid or claimed by the share holdehs for seven consecutive years or more shall also be transferred to IEPF Accordingly, the total amount of unpaid/unclaimeddividend shall be transfer to IEPF as per the sta’tement upl oaded on the w e b s i t: e of t he compan y.

7. DEPOSITES:

The Company has neither accepted/invited any deposits pursuant to section 73 of the Companies Act, 2013, nor any outstanding deposit of earlier years pursuant to section 58A of the Companies Act, 1956 during the year 2017-18.

8. CREDIT RATING:

For the year 2017-1 8, CARE (Credit Analysis and Research)has undertaken credit analysisof the bank facilities of your company dated March 9, 2017 and assigned rating “Triple B minus” (Stable Outlook)for long term Bank facilities of Rs. 40.98 Crores and “Triple B minus/A three”(Stable Outlook)for Long term/Short T erm bank facilities of Rs. 9.00 Crores.

As on September 4, 2017, CARE(Credit Analysis and Research) has reviewedcredit analysis of the bank facilities of your company and assigned rating “Triple B minus” (Stable Outlook)for long term Bank facilities of Rs. 40.57 Crores and “Triple B minus/A three”(Stable Outlook) for Long term/Short Term bank facilities of Rs. 9.00 Crores.

9. INDEPENDENT EQUITY RESEARCH BY CRISIL:

CRISIL (Credit Rating Information Services of India Limited) has carried out Independent Equity Research and complied Report on K.P. Energy Limited and has assigned the fundamental grade of ‘3/5’ to the Company dated November 10, 2017. The grade indicates that the Company’s fundamentals are ‘good’ relative to other listed equity securities in India. CRISIL has also assigned a valuation grade of ‘5/5’ indicating that current market price has ‘Strong upside’.

10. EMPLOYEE STOCK OPTION PLAN:

Your Company approved the Employee Stock Option Scheme to reward its employees for their past association andperformance. The scheme named as ‘K.P. Energy Limited Employee Stock Option Plan Tranche - I’ (‘Scheme’) recommended by theBoard of Directors on August 28, 2017 which was approved by the Shareholders vide special resolutionon September 23, 2017. Pursuant to the same, our company intend to grant upto 1,00,000 options to our employees. However,as on March 31, 2018 no option is granted to any employee by our Company.

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

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- BOARD OF DIRECTORS:

The Company has Six (6) Directors consisting of two (2) Independent Directors, two (2) Non-Executive Directors, one (I) Managing Director and one (I) Whole time director. In accordance with the provisions of Section I 52 and other applicable provisions of the Companies Act, 2001 !3, Mrs. Bhadrabala Dhimantrai Joshi (DIN: 07244587) Di rector isliable to retire by notation and offer hersplf for re-appointment as Director of the company. Aftec consieering recommendations of Boaed, the Me mbers on the Company at the eas uing Ann ual General Meeting may re-appoint Mrs. Bhadrabala Dhimantrai Josh i as Director of the company. Brief profile of Mrs. Bhadrabala D himanrtci J oshi has bee n given in the Notice c onvening the 9^thAmual General Meeting. Th ene was no other change in the Directore/Key Managerial Persondgi during the year 2017- 18.

- KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of theCompanypursuant to Section 2(51) and 203 of the Companies Act, 2013:

1. Mr. Farukbhai Gulambha. Patel, Managing Director

2. Mr. Ashish Ashwin Mithani, Whole Time Director

3. Mr. Karmit Haribhadrabhai Sheth, Company Secretary

4. Mr. PravinRcdhekant Singh, Chief Financial Officer

13. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

Pursuant to Section I49 and other applicable provisions of the Companies Act, 20I3 Mr. Sajesh Bhaskar Kolte and Mr. Raghvendra Rao Bondada are theIndependent Directors of the Company. The Company has received declarations from both Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed underSection 149(6) of the Companies Act, 2013 and Regulation 16( I )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5. TheIndependent Directors have also confirmed that they have complied with the Company’s codeof conduct.

14. BOARD EVALUATION:

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned Director). Independent Directors collectively evaluated Hie Board’s pe^{^}formanue, performance of the Chairman and other nonindependent Directors. The Nomination and Remuneration Committee aleo reviewed the performance of me Boaed, its Committeec and offhe Directors. “The performance evaluation conc luded on tht note ‘that each of the ind i vidual directors, Committees and the Board ase whole, were pernomsing effidently and effectively and shareo a common vision So turning otgaaization goals into realith.

15. MEETINGS OF BOARD:

TheBoard of Directors of your Company met 9 times during the year 2017-18. The meetings were held on May 16, 2017, July 8, 2017, August 5, 2017, August 28, 2017, September 23, 2017, November 14, 2017, January 04, 2018, March 16, 2018 and March 31, 2018. The maximum time gap between any two consecutivemeetings did not exceed one hundred and twenty days.

- COMMITTEES OF THE BOARD:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Boerd of Directors:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

- Corporate Social Responsibility Committee

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

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2018, your Company havefour (4) subsidiary companies and Six (6) project specific Special Purpose Vehicles (SPVs) in form of Limited Liability Partnership. As on March 31, 2018, there are no joint ventures/associates of the Company.

Du ring the year, Evergreen Mahuva Wind farms Pvt. ctd. becbnne subsidiary Com pany of K.P Energy Um ited with 5^ od Sh are holding on Jamary !8_r 2018. Yo ur comnany also formed three proj put spedflr sceda! purpose vehide (SPVs) id the form of Limited Liability Partnership named Belampar Power Infra LLP (LLPIN: AAJ-5503)i Hajipir Renewable Energy (LLPIN: AAJ-5589) and Vanki Renewable Energy LLP (LLPIN: AAJ-5591) on May 30, 20l7for developing Wind power project and establishment of Power Infrastructure for wind power project in Gujarat.

The list of Subsidiaries and Associates of your Company as on March 3l, 2018, is forming a part of Board’s Report andthe details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 20l4regarning the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures of the Company is provided in”Form AOC-1 “under Annexure-4 which forms part of this report.

17. AUDITORS AND AUDITOR’S REPORT:

- STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 20 14, as amended from time to time, M/s.K A SANGHAVI & CO LLP, Chartered Accountants, bearing Firm Registration No. I20846W, on the recommendations of the Audit Committee were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 7^th Annual general Meeting until the conclusion of the 12^th Annual General Meeting of the Company on such remuneration as may be determined by the Board of Directors of the Company on a year to year basis.

- STATUTORY AUDITORS’ OBSERVATIONS IN AUDIT REPORT:

The Independent Auditors’ Report given by statutory auditors for the financial year ended March 3I, 20I8 contains the following observation^):

“As stated in point g (iii) to the standalone/consolidated financial statements, there has been no delay in transferring amounts, required to be transferred, to Investor Education and Protection fund by the Group. However, the company has transferred the amount of Dividend of Rs. I7,10,000/- declared as final dividend at Re. 0.20 per share in AGM Dt. 23/09/2017 in separate bank account after the prescribed time limit as specified U/S. 123 of The Companies Act, 20I3 and also out of total dividend declared and paid, Rs. 250/were unclaimed dividend which was also transferred to separate bank account after the prescribed time limit as per Sec. 124 of The Companies Act, 201 3.”

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

- S ECRETARIAL AUDITO R:

Pursuant to provision of Section 204 of Companies Act, 20I3 and Rules made thereunder, on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed Ms. Janki Shah, Prop, of M/s SJV &Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial Year 20I7-I8 in Meeting of Board of Directors held on March 3 I, 20I8. A Secretarial Audit Report in “Form MR-3” given by Ms. Janki Shah Prop. of M/s SJV &Associates, Practicing Company Secretary has been provided in an “Annexure-2” which forms part of the this Report.

- SECTETARJAL AUDITORS’ OBSERVATIONS IN SECRETARIAL AUDIT RPPOTT:

As stated in the Secretarial audit report annexed herewith for the financial year ended March 3I, 20I8 contains the following observation^):

“We further report that during the audit period there has been no delay in transferring amounts, required to be transferred, to Investor Education and Protection fund by the Company. The company has transferred the amount of Dividend of Rs. 17,10,000/declared as final dividend at Re. 0.20 per share ratified in AGM dated September 23, 20I7, in separate bank account after the prescribed time limit as specified under section I23 of The Companies Act, 20I3 and also out of total dividend declared and paid, Rs. 250/- were unclaimed dividend which was also transferred to separate bank account after the prescribed time limit as per Section 124 of The Companies Act, 20I3.”

There is no other qualification, reservation or adverse remarks or disclaimer made by the secretarial auditor in their report.

- INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 20I4, on the recommendations of the Audit Committee, the Board of Directors of the Company has appointed Mr. Harsh Shailesh kumar Shah, Chartered Accountant (Membership no. 165448) as an Internal Auditor of the Company to undertake the internal Audit for the Financial Year 20I7-I8 in Meeting of Board of Directors held on March 3I, 20I8.

- COST AUDITOR:

Pursuant to Section I48 of the Companies Act, 20I3, read with the Companies (Audit: a2d Audito rs) Rule s 20 14 and subj ect to the apfTroval o^r Central Government, on the recom mendations of ttie Audi’t Committee, tine Board of [Directors ot^r ttie ComfTany has appointed M/s. N Cnty Shall & Associates, Codt Accoug¦tan^rs as Cost Auditods to undertake 2he Cost Audit rot tine Firand al Year 20 17-1 8 in Meeting of Board of Directo rs held on SeBtemeec23, 20I7After considering the recommendations of Board of Directors of the company theremuneration payable to the Cost Auditor isratified by the members at the ensuing Annual General Meeting.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135(I) of the Companies Act, 20I3, the Company has undertaken activities in the area of Education, Environment care & Protection, Public Infrastructure Development and Health Care and theseactivities are in accordance with Schedule VII of the Companies Act, 20I3 and the Company’s CSR policy. The Report on CSR activities as required is annexed as “Annexure 3” to this report. Approved CSR policy is also available on the Company’s website www.kpenergy.in.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is provided in a separate section which forms part of this Annual Report.

20. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 20I5, a separate section on corporate governance practices together with a certificate from the Company’s Auditors confirming compliances is annexed separately to this report.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well-placed, proper and adequate internal financial control system 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.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & 177( 10) of the Companies Act, 20I3, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company www.kpenergy.in

23. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 20I3, is annexed as “Annexure-1 “ and forms an integral part of this Report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year 20I7-18, company has accepted the unsecured loan of Rs. 2,00,000 from Mr. Farukbhai Gulam bhai Patel, Managing Director and Rs. 10,00,000 from Mr. Ashish Ashwin Mithani, Whole Time Director of the company under section 185 of the Companies Act, 201 3 read with The Companies (Acceptance of Deposits) Rules, 2014 and a declaration confirming that unsecured loan (without any interest) has been given out of their own funds and is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has been received from both 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 186 of the Companies Act, 20I3 during the year under review and hence the said provision is not applicable.

26. RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year 20I7-I8, were in the ordinary course of business, on arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 20I3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions which are foreseen and repetitive in nature, omnibus approval of Board of Directors is obtained at the beginning of the financial year 201718 anda statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis.

The particulars of contracts / arrangements with related parties referred to in Section I88(I) entered into during the financial year under review as required to be given in Form AOC-2, have been provided in an “Annexure-5” which forms part of this Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the financial year 2017-18. Hence, the information as required under Section l34(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is to be regarded as Not Auplicable.The Company has not entered into any technology transfer agreement.

28. EMPLOYEES REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 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 2017-18. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in “Annexure 6”

REMUNERATION POLICY

The Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of the Directors and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is annexed as “Annexure 6” and forms an integral part of this Report.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

I. That in the preparation of the annual financial statements for the year ended March 3 1, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

III. That proper .end s ufficient cure h as bee ft taken for nhe maintenance of adequate accounting records in accordan ce with vhe frsovi sion s of ^he Compan ies Act 20 13 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

VI . Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. AWARDS AND RECOGNITIONS:

During the year under review, your company has won Bronze Award in category of Portfolio Performance - Wind Developer of the year for outstanding achievements in Wind Energy Sector by India Wind Energy Forum (IWEF) Excellence Awards 2017, on October I2, 20I7 at Chennai.

Your company has been awarded Corporate Membershipof Mangrove Society of India dated July 26, 20I7 for its dedicated services for conservation and awareness in Mangrove Ecosystem.

31. LISTING WITH STOCK EXCHANGE:

The equity shares of the company listed on SME Platform of the BSE Limited on February 25, 2016. The annual listing fee for the year 20I7- 20I8 has been paid to the Exchange.

32. FINANCE:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 3I, 20I8.

33. 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 www.kpeneruy.in.

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

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Sexual Harassment Policy has been reviewed by the company and is also available on the Company’s website www.kpenergy.in.

35. OTHER DISCLOSURES:

- T he Compa ny h as nevdeU propes systems to ensure compliance with the provisions off all applicable Secretarial Stantarnr issued by the iu^ttitLf:e ot Comp any Seeretaries of India and th s. such syrte ms are ad equ ate and operaPinge-ffectively.

- As per SEBI Linting Regulations, th e Cotporsfe Governance Report with the Auditors’ Certificate thereon, and the Managemenc Discu ssion and Analysi s are attached, which formh part of this report.

- Neither t he Manag ing Directex nor the Whole-e me ?rectors o) the Company receive auy remun eration mr commission from any of its subsi diaries.

38. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from the government of Gujarat, the Banks / Financial Institutions, shareholders, customers and suppliers, and all persons who are directly or indirectly associated with the company.

Youu Direetolo appreciate and value the contnbution made try every member ot Team KP Eneryy and i ookfoiwasd to their continued support i n future.

For and on behalf of the Board of Directors

K.P. ENERGY LIMITED

Place: Surat

Date: August 30, 2018 Farukbhai Gulambhai Patel Ashish Ashwin Mithani

Managing Director Whole Time Director

DIN: 00410045 DIN: 00152771

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Mar 31, 2016

To,

The Members,

K.P. Energy Limited

The Directors present hereunder the 7^th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2016. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars	Standalone		Consolidated
	2016	2015	2016	2015
Revenue from operations	414,525,000	269,252,380	414,525,000	269,252,380
Other Income	500,971	1,083,090	500,971	1,083,090
Less: Expenditure	319,326,913	221,227,788	319,326,913	221,227,788
Earnings before interest, tax, depreciation and amortization (EBITDA)	95,699,058	49,107,682	95,699,058	49,107,682
Finance Cost	9,346,206	3,794,409	9,346,206	3,794,409
Depreciation	7,529,118	1,664,558	7,529,118	1,664,558
Profit Before Taxation	78,823,734	43,648,715	78,823,734	43,648,715
Provision For Taxation	7,585,210	12,042,984	7,585,210	12,042,984
Deferred I-Tax Liability	19,215,246	2,180,618	19,215,246	2,180,618
Net Profit	52,023,278	29,425,113	52,023,278	29,425,113

2. FINANCIAL HIGHLIGHTS & OPERATIONS:

The Key highlights pertaining to the business of the company for the year 2015-16 and period subsequent there to have been given hereunder:

- On a standalone & Consolidated basis, the Company achieved revenue from operations of Rs. 414,525,000 and EBT of Rs 78,823,734 as against Rs 269,252,380 and Rs 43,648,715 respectively in the previous year.

- The Net profit of the company during the year under review has increased to Rs. 52,023,278 as compared to net profit of Rs 29,425,113 in the previous year.

- The Directors trust that shareholders will find the performance of the company for the financial year 2015-16 to be satisfactory. The Earning per share (EPS) of the company is Rs. 20.42 per share.

- Paid up share capital of the company increased to Rs. 34,200,000 from Rs. 10,000,000 Pursuant to Bonus issue of 15,00,000 (Fifteen lac) Equity shares of face value of Rs. 10/- each dated April 10, 2015 and Initial public offering (IPO) of Rs. 64,400,000 (Rupees Six crore forty four lacs) under SME platform of BSE, 9,20,000 (Nine lac twenty thousand) Equity share of Rs. 10/- each at price of Rs. 70/- per Equity shares, allotted as on February 23, 2016 in terms of prospectus dated February 19, 2016.

Your Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, your Directors are hopeful to achieve better results in the coming years. In view of this development, the Company has already proceeded to develop 100 MW Infrastructure in the state of Gujarat. During the year, the company has commissioned 31.5 MW in Gujarat. Your company has set up 2.1 MW wind power project during the year under review as part of its IPP initiative at Matalpar, Bhavnagar, Gujarat.

3. APPROPRIATIONS: DIVIDEND:

To conserve resources, the Directors do not recommend any dividend for year ended March 31, 2016

TRANSFER TO RESERVE:

The company has transferred the whole amount of Profit to Reserve and surplus account as per attached audited Balance sheet for the year ended on 31^st March, 2016.

BONUS SHARES

The Company has allotted 1,500,000 (Fifteen lac) fully-paid-up equity shares of face value of Rs. 10/- each dated April 10, 2015 to shareholders of company in proportion of 3:2 and consequently the paid up share capital increased to Rs.25,000,000 (Two crores fifty lacs) divided into 2,500,000 equity shares of Rs. 10/- each

4. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Pursuant to Section 14 and other applicable provisions and rules, if any, of the Companies Act, 2013, the approval of the members accorded to the conversion of the status of Company from "K.P. Energy Private Limited" to "K.P. Energy Limited" in the Extra Ordinary General Meeting of the Company held on 10^th April, 2015. The Registrar of Companies, Gujarat, Dadra and Nagar Haveli has, on 11^th May, 2015, issued Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company.

5. CLASSES OF SHARES:

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

6. EXTRACT OF ANNUAL RETURN:

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

7. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 and Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

8. NUMBER OF BOARD MEETING HELD:

The Board of Directors met 33 (Thirty Three) times in the year 2015-16. The details pertaining to number of Board Meetings held during the financial year under review and attendance of Directors have been provided in the Corporate Governance Report .

9. INITIAL PUBLIC OFFERING (IPO):

During the year under review your company entered into the capital markets with a maiden public issue of 9,20,000 equity shares of Rs. 10/- each at a premium of Rs. 60/- per share aggregating to Rs. 64,400,000. The issue received good response and the same was oversubscribed 1.16 times. The equity shares have been listed and traded on the SME Platform of BSE Ltd Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 34,200,000 divided into 3,420,000 equity shares of Rs. 10/- each. The Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue up to May 14, 2016. The disclosure in compliance with the SEBI Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is as under:

Sr. No.	Particulars	Amount (in lakhs) projected utilization of funds as per offer document (Rs. in Lakhs)	Amount (in lakhs)actual utilization of funds till May 14, 2016	Deviation (if any)
1	Setting up of 2.10 MW wind power project as part of our ndependent Power Producers (IPP) initiative, at Matalpar, Bhavnagar, Gujarat.	483.10	483.10	NIL
2	General Corporate Purposes	76.80	76.80	NIL
3	Issue Expenses	84.10	84.10	NIL
	Total	644.00	644.00	NIL

10. CAPITAL STRUCTURE:

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

Date of No. of Face Issue Nature / Allotment of Equity Value Price Reason of Equity Shares Shares (Rs.) (Rs.) Allotment					Nature of Consideration	_ . .. Cumulative Cumulative No. of Equity P?d Up Shares 1 Share Capital (Rs.)		Cumulative Share Premium (Rs.)
Upon Incorporation	10,000	10	10	Subscription to MoA	Cash	10,000	1,00,000	Nil
March 31, 2013	4,90,000	10	10	Further Allotment	Cash	5,00,000	50,00,000	Nil
March 20, 2015	75,000	10	20	Further Allotment	Cash	5,75,000	57,50,000	7,50,000
March 23, 2015	2,00,000	10	20	Further Allotment	Cash	7,75,000	77,50,000	27,50,000
March 31, 2015	2,25,000	10	20	Further Allotment	Cash	10,00,000	1,00,00,000	50,00,000
April 10, 2015	15,00,000	10	Nil	Bonus Allotment	Other than Cash	25,00,000	2,50,00,000	50,00,000
February 23, 2016	9,20,000	10	70	Initial Public Offer	Cash	34,20,000	3,42,00,000	60,200,000

CHANGES IN AUTHORIZED SHARE CAPITAL:

(i) The initial authorized share capital of Rs. 1,00,000 divided into 10,000 Equity Shares Rs. 10/- each was increased to Rs.50,00,000 divided into 5,00,000 Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholders dated December, 15 2012.

(ii) The authorized share capital of Rs. 50,00,000 divided into 5,00,000 Equity Shares of Rs. 10/- each was increased to Rs.1,50,00,000 divided into 15,00,000 Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholders dated September 30 2014.

(iii) The authorized share capital of Rs. 1,50,00,000 divided into 15,00,000 Equity Shares of Rs. 10/- each was increased to Rs.5,00,00,000 divided into 50,00,000 Equity Shares of Rs. 10/- each pursuant to a resolution of our shareholders dated April 10 2015.

11. SME FUNDAMENTAL GRADING:

Your Company has opted for CRISIL SME fundamental grade wherein CRISIL has assigned a CRISIL SME fundamental grade of ‘SME 3/5’ (pronounced ‘SME three on five'') to the Company in its Grading Report dated December 24, 2015. This SME fundamental grade indicates that fundamentals of the company are good, compared with other SMEs in India.

12. DEPOSITES:

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

13. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year on Thursday, 31^st March, 2016 under the requirement of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. BOARD EVALUATION:

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, details of Appointment and resignation of Directors & KMPs are as under:

Sr. No	Name, DIN, Current Designation, Occupation, Term	Nationality	Age
1	Mr. Farukbhai Gulambhai Patel (DIN: 00414045) Managing Director Date of appointment as Director: January 08, 2010 Date of appointment as Managing Director: July 15, 2015 Term: Five Years beginning on July 15, 2015 up to July 14, 2020 Occupation: Business	Indian	44 years
2	Mr. Ashish Ashwin Mithani DIN: (00152771) Whole-Time Director Date of appointment as Director: January 08, 2010 Date of appointment as Whole Time Director: July 15, 2015 Term: Five Years beginning on July 15, 2015 up to July 14, 2020 Occupation: Business	Indian	42 years
3	Mr. Raghavendra Rao Bondada DIN: (01883766) Non-Executive Independent Director Date of appointment as Non Executive Independent Director: August 17, 2015 Term: Five Years beginning on August 17, 2015 up to August 17, 2020 Occupation: Business	Indian	42 years

4	Mr. Sajesh Bhaskar Kolte DIN: (07277524) Non-Executive Independent Director Date of appointment as Non Executive Independent Director: September 3, 2015 Term: Five Years beginning on September 3, 2015 up to September 3, 2020 Occupation: Business	Indian	43 years
5	Mrs. Bhadrabala Dhimantrai Joshi (DIN: 07244587) Non-Executive Non-Independent Director & Chairperson Date of appointment as Non Executive Non-Independent Director: August 17, 2015 Term: Liable to Retire by Rotation Occupation: Senior Advocate	Indian	58 years
6	Mr. Bhupendra Vadilal Shah (DIN: 06359909) Additional Director Date of appointment as Additional Director: July 30, 2016 Term: Till ensuing 7th Annual General Meeting to be held on September 19, 2016 Occupation: Business	Indian	66 years

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

Ms. Nita Mishra was appointed as company secretary & compliance officer and key managerial personnel under section 2013 of Companies Act 2013 by the Board of Directors of the Company in their meeting held on July 1^st, 2015.

The Board considered resignation of Mr. Muhammedibarahim Gulamabbas Mujawar (DIN: 06672189) from the post of Director due to pre occupations in their meeting held on August 19,

2015.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

- The Company has appointed Mr. Bhupendra Vadilal Shah (DIN: 06359909) as additional Director in Board meeting held on 30^th July, 2016 who shall be regularise as Non Executive Director in ensuing 7^th AGM of the company.

- The Company has taken note of resignation of Ms. Nita Mishra (Membership No. A39489) as Company Secretary and Compliance Officer w.e.f. 22^nd July, 2016, under the provisions of the Companies Act, 2013.

- The Company has appointed Mr. Karmit H. Sheth (Membership No. A46197) Company Secretary and Compliance Officer under the provisions of the Companies Act, 2013 in the board meeting held as on 30^th July, 2016.

- The Company has taken note of resignation of M/s Bipinchandra J. Modi & Co. (FRN: 101521W), Statutory Auditor’s of Company w.e.f. 22^nd July, 2016, under the provisions of the Companies Act, 2013.

- The Company has appointed M/s K A SANGHVI & CO. (Firm Registration No 120846W), Chartered Accountants, Surat as Statutory Auditors of Company to fill casual vacancy till the date of ensuing Annual General Meeting of the company under the provisions of the Companies Act, 2013.

- The Company has appointed M/s. SJV & Associates, Company secretaries (Membership No. A35681), practicing Company Secretaries as Secretarial Auditor of Company in the board meeting held on 15^th June, 2016 under the provisions of the Companies Act, 2013.

17. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

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

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. It has been provided in an Annexure-II & III which forms part of the Directors’ Report.

18. CONSTITUTION OF COMITTEES: AUDIT COMMITTEE:

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

NOMINATION & REMUNARATION COMMITTEE:

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

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder relationship Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

19. AUDITORS: STATUTORY AUDITORS:

pursuant to Section 139(1) of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, Bipinchandra J. Modi & Co., Chartered Accountants, bearing Registration No.101521W was appointed as Auditor of the company to hold from the conclusion of Fifth AGM held on September 30, 2014 of the company to the conclusion of the Tenth AGM of the company, for the financial year ending March 31, 2019 subject to ratification of the appointment by the members at every AGM. M/S K A SANGHAVI & CO., Charted Accountants, bearing Firm Registration No. 120846W shall be appointed by the members of the company in ensuing annual general meeting to hold office from the conclusion of 7^th AGM to the conclusion of the 12^th AGM, for the financial year ending March 31, 2021 subject to ratification of the appointment by the members at every AGM held after this AGM.

STATUTORY AUDITORS'' OBSERVATIONS IN AUDIT REPORT:

The notes on financial statement referred to in the auditor’s report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of Companies Act, 2013 and Rules made there under, M/s SJV & Associates, Company Secretaries has been appointed as a Secretarial Auditor of the Company for the "Financial Year 2015-16" in Meeting of Board of Directors held on June 15, 2016. A Secretarial Audit Report in Form MR-3 given by M/s. SJV & Associates, Company Secretaries has been provided in an Annexure-I which forms part of the Directors Report.

SECRETARIAL AUDITORS'' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

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

INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Harsh Shah, Chartered Accountant (Membership no. 165448) as an Internal Auditor of the Company.

20. INTERNAL AUDIT & CONTROLS:

The Company engaged Mr. Harsh Shah, Chartered Accountant as Internal Auditor of Company. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor’s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company, the link provided below:

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

22. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, which is applicable to the company from financial year 2016-2017 the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved the CSR policy which is available on the Company’s website.

(http://www.kpenergy.in/Download/Code%20&%20Policies/Corporate%20Social%20Responsibi

lity%20Policy.pdf). 23. 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 of the company is available on the Company’s website at link provided below:

(http://www.kpenergy.in/Download/Code%20&%20Policies/Health,%20Safety%20&%20Environ

ment%20policy.pdf)

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has recently acquired controlling interest as on July 01, 2015 in three of its group companies, thereby making them our subsidiaries.

As on March 2016, there are no joint ventures of the Company.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

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

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

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee. The Sexual Harassment Policy of the company has been reviewed at the Meeting of Independent Directors of the company held on March 31, 2016.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

28. CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed here with in Annexure- IX which forms part of the Directors Report.

29. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY:

The particulars of contracts / arrangements with related parties referred to in Section 188(1) entered into during the financial year under review as required to be given in Form AOC-2, have been provided in an Annexure-VIII which forms part of the Directors’ Report.

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

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations during the year under review.

31. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or made investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2015-16. The company has given Bank Guarantee of Rs. 2.5 Crores to M/s Gujarat Energy Corporation Limited (GETCO) for 50 MW Wind power project at village: Vaghnagar, Taluka: Mahuva, Dist.: Bhavnagar, Gujarat for 66 KV Vadli substation and Rs. 2.5 Crores for 50 MW Wind power project at village:Degam, Taluka: Porbandar, Dist.: Porbandar, Gujarat for 66 KV Bakharla Substation.

33. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2015-16.

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

I. That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

VI. Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

35. LISTING WITH STOCK EXCHANGE:

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

36. OTHER DISCLOSURES:

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

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

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

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

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

37. ACKNOWLEDGEMENT:

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

The Directors are thankful to all the Bankers, Financial Institutions and the Investor Group for their support to the Company. The Board places on record its appreciation for continued support provided by the esteemed customers, suppliers, bankers, financial institutions, consultants and shareholders.

Your Directors also wish to place on record their deep sense of appreciation for the committed services, hard work and dedication by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

K.P. ENERGY LIMITED

Place: Surat

Date: 30/07/2016