To,
The Members,
Confidence Futuristic Energetech Limited
The Board of Directors takes pleasure in presenting its 38th
Annual Report on the performance of Confidence Futuristic Energetech Limited (CFEL) for
the year ended 31st March, 2023 along with the Audited Standalone and Consolidated
Financial Statements.
1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)
The performance of the Company for the financial year ended 2022-23 is
summarized below:
(Rs. In Lakhs)
Particulars |
STANDALONE |
CONSOLIDATED |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Net Revenue from operations |
426.12 |
349.53 |
12236.01 |
5353.65 |
Add: Other Income |
317.83 |
119.84 |
267.13 |
127.26 |
Less: Expenditure |
420.29 |
273.42 |
10161.10 |
4640.66 |
Operating Profit (PBIDT) |
323.66 |
195.95 |
2342.04 |
840.25 |
Less: Interest & Financial
Charges |
6.09 |
31.23 |
546.71 |
188.13 |
Less: Depreciation |
15.42 |
19.37 |
1087.81 |
265.43 |
Profit Before Tax &
Exceptional Item |
302.14 |
145.35 |
707.51 |
386.69 |
Less : Exceptional Item |
- |
- |
- |
- |
Less : Extraordinary Item |
- |
- |
- |
- |
Profit Before Tax |
302.14 |
145.35 |
707.51 |
386.69 |
Less: Provision for
Taxation: |
|
|
|
|
1) Current Tax |
75.32 |
33.94 |
142.24 |
94.25 |
2) Deferred Tax |
3.44 |
3.85 |
18.75 |
6.42 |
3) Tax adjustment for earlier
year |
(0.75) |
- |
(0.75) |
- |
Profit after Tax |
224.14 |
107.56 |
547.28 |
286.02 |
Earnings Per Share (EPS) (Both |
0.90 |
0.43 |
2.58 |
1.27 |
Basic and Diluted) |
|
|
|
|
2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)
On a Standalone basis, the Operating Revenue stood at ^ 426.12 Lakhs in
FY 2022-23 compared to ^ 349.53 Lakhs in previous year i.e. FY 2021-22. The profit after
Tax in FY 2022-23 was at ^ 224.14 lakhs as compared to a Profit of ^ 107.56 Lakhs previous
year. The Operating Revenue of the company increased by 21.91% and PAT is increased by
108.39%.
On Consolidated basis, the Operating Revenue stood at ^ 12236.01 Lakhs
in FY 2022-23 compared to ^ 5353.65 Lakhs in previous year i.e. FY 2021-22. The profit
after tax in FY 2022-23 was at ^ 547.28Lakhs as compared to a Profit of ^ 286.02 Lakhs in
previous year FY 2021-22. The Operating Revenue of the company increased by 128.55% and
PAT increased by 91.34%.
The company vide its subsidiaries Confidence Enterprises Private
Limited (100%), Sarju Impex Limited (75%), Maruti Koatsu Cylinders Limited (49%) has
commenced its manufacturing and retesting of CNG and High Pressure Cylinders and Cascades.
3. STATE OF COMPANY'S AFFAIRS
The Company along with its subsidiary companies, engage in the business
of CNG High Pressure Cylinder, Manufacturing of LPG cylinders, CNG Cascade, Medical Oxigen
cylinders and high-pressure Seamless Steel Gas Cylinders for Industrial gases. Company
offering various sizes of on board CNG at competitive prices, making it affordable for
consumers to switch to CNG.
4. RESERVES
Your Company has transferred the profits of the year amounting to Rs.
130.31 Lakhs to accumulated profit & loss account.
The closing balance of the retained earnings of the company for FY
2022-23 after all appropriation and adjustments was Rs. 739.71 Lakhs.
5. DIVIDEND
The Board of Directors has recommended a Final Dividend of Rs. 0.375/-
i.e. 7.5% per Equity Share of Rs. 5/- each fully paid-up for the Financial Year ended on
March 31st 2023. Dividend is subject to approval of members at the ensuing
annual general meeting and shall be subject to deduction of income tax at source.
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
("Listing Regulations"), the Board has approved and adopted a Dividend
Distribution Policy. The policy details various considerations based on which the Board
may recommend or declare Dividend, Company's dividend track record, usage of retained
earnings for corporate actions, etc. The Dividend Distribution policy and Capital
Allocation policy are available on the Company's website at www.cfel.co.
6. SHARE CAPITAL
During the year under review there was no change in the share capital
of the company. However there was a sub division of Company's Authorised Capital from
1,50,00,000 Equity shares of Rs. 10/- each to 3,00,00,000 Equity Shares of Rs. 5/-each
fully paid up. Subsequently, issued capital has been changed from 1,25,10,000 Equity
shares of Rs.10/- each to 2,50,20,000 Equity shares of Rs.5/- face value each fully paid
up.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year to which the financial statements relates and the date of this report.
8. COMPANY'S BORROWING
During the year under review, pursuant to Section 180(1)(a) &
180(1)(c) and any other applicable provisions of the Companies Act, 2013 made there under;
the company received the consent of its members in Annual General Meeting held on 30th
September, 2022 to borrow moneys in excess of the aggregate of the paid up share capital
and free reserves of the Company, provided that the total amount borrowed and outstanding
at any point of time, apart from temporary loans obtained in ordinary course of business
shall not be in excess of Rs.200 Crores.
The company has provided corporate guarantee on behalf of Confidence
Enterprises Private Limited (Wholly owned subsidiary Company).
9. RISK MANAGEMENT
Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company
has a Risk Management Committee, details of which can be referred to in the Report on
Corporate Governance forming part of this Report. Your Company has a robust Risk
Management Framework. While Risk Management is the responsibility of the Board of
Directors, it has delegated its powers relating to monitoring and reviewing risks
associated with the Company to the Risk Management Committee. The Company has also adopted
a Group Enterprise-wide Risk Management framework supported by appropriate policies and
processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and
various other Risks. Details of identification, assessment, mitigations, monitoring and
the management of these risks are mentioned in the Management Discussion and Analysis
Report appended to this Report.
10. INTERNAL CONTROL SYSTEMS
The Company's Internal Control System is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with laws and regulations. The internal control
system is supported by an internal audit process for reviewing the adequacy and efficiency
of the Company's internal controls, including its systems and processes and
compliance with regulations and procedures. During the year under review, no material or
serious observations were observed for inefficiency or inadequacy of such controls.
11. VIGIL MECHANISM
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing
Regulations (as amended from time to time), the Company has framed Vigil Mechanism/
Whistle Blower Policy ("Policy") to enable Directors and employees to report
genuine concerns or grievances, significant deviations from key management policies and
reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud,
violation of law, inappropriate behavior/conduct, etc.
The functioning of the Vigil Mechanism is reviewed by the Audit
Committee from time to time. None of the Directors or employees have been denied access to
the Audit Committee of the Board.
The objective of this mechanism is to maintain a redressal system that
can process all complaints concerning questionable accounting practices, internal
controls, or fraudulent reporting of financial information.
The Policy framed by the Company is in compliance with the requirements
of the Act and the Listing Regulations and is available on the website of the Company.
12. HUMAN RESOURCES
Your Company follows a policy of building strong teams of talented
professionals. Your Company continues to build on its capabilities in getting the right
talent to support different products and geographies and is taking effective steps to
retain the talent. It has built an open transparent and meritocratic culture to nurture
this asset.
The Company recognizes people as its most valuable asset and the
Company has kept a sharp focus on Employee Engagement. The Company's Human Resources
is commensurate with the size, nature and operations of the Company.
13. COMPLIANCE
The Company has complied and continues to comply with the applicable
regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA),
Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.
The Company has complied with applicable provisions of Companies Act,
2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable
rules/regulations/guidelines issued from time to time.
14. DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public under Section 73 of the Companies Act, 2013 and rules made there under.
There is no unclaimed or unpaid deposit lying with the Company.
15. APPOINTMENT/RE-APPOINTMENT
During the period under, there is no change in the board of directors
of the company. Further, as approved and recommended by Nomination and remuneration
committee, The board has approved recommended for the approval of shareholder, the
re-appointment of Mr. Mr. Nitin Khara (DIN: 01670977) as the Managing Director and CEO of
the company and Re-appointment of Mr. VAIBHAV PRADEEP DEDHIA (DIN:08068912) as an
Independent Director for in second consecutive/continuation term in ensuing 38th
Annual General Meeting.
16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION
Appointed a director in place of Mr. Sarvesh Khara (DIN: 06938709) who
retires by rotation, and being eligible, offers himself for re-appointment.
17. BOARD EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance and that of its statutory committee's viz. Audit Committee,
Stakeholder Relationship Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee and Risk Management Committee and
that of the individual Directors. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
The Board evaluation process was completed during financial year
2022-23. The evaluation parameters and the process have been explained in the corporate
governance report.
The Board conducted the performance evaluation of the Individual
Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance
with the provisions of the Act and the SEBI Listing Regulations. The NRC of the Board
approves the criteria and the mechanism for carrying out the said performance evaluation
process. Accordingly, the NRC approved the assessment questionnaire designed for the
annual performance evaluation which broadly covered the following criteria:
i. Board - Competencies, composition and structure, board dynamics,
process and procedure, functioning, oversight of committee composition and functioning and
ethics and compliance
ii. Committees - Composition and quality, process and procedure, terms
of reference and effectiveness in terms of respective roles assigned to the Committees
Chairman - Key focus areas covering understanding of the role,
commitment, teamwork attributes, utilisation of domain expertise, effective communication,
etc. and certain other parameters such as efficient leadership, decision making,
professionalism, impartial conduct, devotion of sufficient time, effective communication
and facilitation of productive deliberation.
iii. Individual Directors - Understanding of role, commitment,
effective contribution, independent view to decision making, utilization of domain
expertise, etc. The aforesaid questionnaire was circulated to all the Directors of the
Company for the annual performance evaluation.
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual Directors through the annual Board Evaluation Process.
The Company had engaged an independent external professional services firm for issuing a
report on the Board Evaluation for the Company, based on the responses received from the
Directors.
The Directors noted that the results of the performance evaluation of
the Board and its Committees, Chairman and individual directors indicated a high degree of
satisfaction amongst the directors. A suggestion given by the Directors was to increase
its focus on customer centricity. The Company has accepted the said suggestion made which
emanated from the Board performance evaluation. The status of compliance of the said
suggestion will be reviewed and reported to the Board. Further, the Company has taken
necessary steps to comply with the suggestions which had arisen from the Board performance
evaluation for FY 2022-23.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year:
Directors |
Ratio to median remuneration# |
VANDANA GUPTA |
NA |
|
|
SUMANT JAYANTILAL SUTARIA |
NA |
NITIN PUNAMCHAND KHARA |
NA |
SANJAY RAMRAO NAPHADE |
NA |
SARVESH ELESH KHARA |
NA |
VAIBHAV PRADEEP DEDHIA |
NA |
# No Remuneration was paid to Directors during the year under review
except sitting fees.
*the expression" median" means the numerical value separating
the higher half of a population from the lower half and the median of a finite list of
numbers may be found by arranging all the observations from lowest value to highest value
and picking the middle one.
i) The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the
Financial Year: Nil
ii) The percentage increase in the median remuneration of employees in
the Financial Year: Nil
iii) The number of Permanent employees on the rolls of the Company :
Nil
iv) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: There was no remuneration paid to employees. Hence, the
comparison between the two cannot be made.
v) The key parameters for any variable component of remuneration
availed by the Directors: Nil
vi) Affirmation that the remuneration is as per the remuneration policy
of the Company: It is hereby affirmed that the remuneration paid during the year is as per
the Remuneration Policy of the Company.
18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A. Details of top ten employees in terms of remuneration drawn: NIL
B. Details of other employees under aforesaid Rules: Nil
19. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY FOR THE DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company's policy on Director's appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under subsection (3) of Section 178
of the Companies Act, 2013, as is adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and
Remuneration of Directors on the Board. As per such policy, candidates proposed to be
appointed as Directors on the Board shall be first reviewed by the Nomination and
Remuneration Committee in its duly convened meeting. The Nomination and Remuneration
Committee shall formulate the criteria for determining the qualifications, positive
attributes and independence of a Director and recommend to the Board a policy, relating to
the Remuneration for the Directors, Key Managerial Personnel and other employees. The
Nomination and Remuneration Committee shall ensure that
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c) Remuneration to Directors and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
During the year under review, none of the Directors of the Company
receive any remuneration.
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of the Company is set out in the "Annexure-"to this report
and is also available on the website of the Company
20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE
COMPANY
All the Independent Directors are well appointed on the Board of
Company in compliance with the Companies Act, 2013. The Company has received declarations
from all the Independent Directors of the Company confirming that they meet the criteria
of Independence under sub-section (6) of section 149 of the Act.
21. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In due compliance with the provisions of the Companies Act, 2013 read
with the rules made there under a separate meeting of Independent Directors, performance
of Non-Independent Directors, performance of the Board as a whole was evaluated, taking
into account the views of Directors and Non-Executive Directors. The same was discussed in
the Board meeting that followed the meeting of the Independent Directors, at which the
performance of the Board, its committees and individual Directors was discussed.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and
Investments are provided as part of the financial statements.
23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188
The Audit Committee and the Board of Directors have approved the
Related Party Transactions Policy. All related party transactions that were entered during
the financial year were in the ordinary course of business and on an arm's length
basis. There were no materially significant related party transactions entered into by the
Company with Promoters, Directors, Key Managerial Personnel or other persons which may
have a potential conflict with the interest of the Company.
Form AOC - 2 has been annexed to this report.
24 MEETINGS
The agenda and Notice of the Meetings are prepared and circulated in
advance to the Directors. The Board of Directors of the Company met Seven (7) times. The
necessary quorum was present in all the meetings. The intervening gap between any two
meetings was not more than one hundred and twenty days as prescribed by the Companies Act,
2013.
25. COMPOSITION/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 following statutory
Committees and other committee constituted by the Board function according to their
respective roles and defined scope:
S Audit Committee of Directors S Nomination and Remuneration Committee
S Corporate Social Responsibility Committee S Stakeholders Relationship Committee S Risk
Management Committee S Management Committee
Details of composition, terms of reference and number of meetings held
by respective committees are given in the Report on Corporate Governance, which forms a
part of this Report. Further, during the year under review, all recommendations made by
the Audit Committee have been accepted by the Board.
26. AUDIT AND AUDIT REPORTS
A. APPOINTMENT OF STATUTORY AUDITORS
In 36th Annual General Meeting the company has appointed
M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as joint Statutory Auditor
of the company. The company has Koshal & Associates, Chartered Accountants, Mumbai
(FRN 121233 W) and M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as
statutory Auditor of the company.
B. STATUTORY AUDITOR'S REPORT
The Statutory Auditors of the company has given Qualified Auditors
Report for the financial year, 2022-23 and has been annexed with this report; The
Observation raised in the Audit Report are as below along with their reply from the board.
Standalone Audit Report
Observation : The gratuity liability is to be provided as per
Actuarial Valuation using PUCM ( Projected Unit Credit Method). In the opinion of the
management, the fair liability of gratuity will not be material as the employee turnover
ratio is high and do not complete the mandatory period of five years. However, as informed
by the management, the company has appointed the consultant for working the gratuity
liability as per Actuarial Valuation using PUCM and will be provided once the report of
the consultant is received
Reply : The company has already provided for gratuity liability with
only 3 employees and need for actuarial valuation was impractical. However company has
appointed the consultant for confirming the gratuity liability as per Actuarial Valuation
using PUCM and differential liability if any will be provided once the report of the
consultant is received.
Consolidated Audit Report
Observation : In the absence of valuation report of the PPE
from the registered valuer on acquisition date, the net assets of M/s Sarju Impex Limited
(Subsidiary company) has been calculated for the purpose of consolidation as per financial
statement as on 31.03.2023 duly certified by the statutory auditor of the subsidiary as
per IND AS. The above net assets and goodwill will be subject to change if any after
receiving the valuation report from the registered valuer and net assets acquired and
goodwill will be recalculated following IND AS principles.
Reply : the company has appointed the registered valuer for
working of Goodwill Valuation and quantitative impact is depend on pending report of
registered valuer. However this qualification won't have any impact on Statement of Profit
and loss of consolidated financial Statements.
C. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company has appointed M/s. Yugandhara Kothalkar, Practicing
Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for the
Financial Year 2022-23 along with the Secretarial Audit of Material Subsidiary i.e. Sarju
Impex Ltd. & Confidence Enterprises Private Limited. The Secretarial Audit Reports are
annexed herewith.
Secretarial Auditor's Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of CFEL has appointed Yugandhara Kothalkar, Practising Company
Secretaries, to conduct the Secretarial Audit of CFEL for the Financial Year 2022-23. Ee
Report of Secretarial Auditor on Company's Secretarial Audit for the Financial Year
2022 - 23 is enclosed herewith as Annexure to this Report.
Observation raised by secretarial Auditor :
1. Pursuant to Regulation 13 of SEBI (LODR) Regulation, 2015, the
company has made delay in redressal of Investor Complaint in respect of Non-receipt of
Equity shares.
Reply on Observations raised: The said complaint has been withdrawn by
the complainant and company has paid the fine as imposed by BSE. Now the company is in
process to waive off the fine as the compliant has been withdrawn by compliant.
Secretarial Audit of Material Unlisted Indian Subsidiary
For the Financial Year 2022 - 23, Sarju Impex Ltd- Subsidiary (Holding
stake 75%) & Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding
stake 100%) are the Material Unlisted Subsidiaries of CFEL. As per Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit
of the Material Subsidiary mentioned above has been conducted for the Financial Year
2022-23 by Practicing Company Secretaries. The Secretarial Audit Report of Sarju Impex
Ltd- Subsidiary & Confidence Enterprises Private Limited- for the Financial Year ended
31st March, 2023 is enclosed herewith as Annexure -to this Report.
Pursuant to the Secretarial audit of Sarju Impex Limited, the auditor
has raised following observation:
1. The Company has made delay in filling few E-forms with MCA during
the year under review.
Reply on Observations raised: The company has filed requisite E-form
with Ministry of Corporate Affairs. The delay was occurred due to delay in receipt of the
documents and technical issue.
Pursuant to the Secretarial audit of Confidence Enterprises Private
Limited, the report are self explanatory and does not required for comment.
D. INTERNAL AUDITORS
The provision of section 138 of the Companies Act, 2013 has mandated
the appointment of Internal Auditor in the Company. Accordingly, the Company is having
in-house Internal Auditor team in accordance with the size of business.
27. REPORTING OF FRAUDS BY AUDITORS
The Auditors in their report for the year have not reported any
instance of fraud committed by the officers/employees of the Company.
28. ANNUAL RETURN
The Extracts of Annual Return of the Company as on 31st March, 2023 is
available on the website of the Company at www.cfel.co.in.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI).
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of the activities carried out by the Company,
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are
not applicable to the Company. However, the Company makes all efforts towards conservation
of energy, protection of environment and ensuring safety. During the year under review,
the Company had no earnings and expenditure in foreign exchange.
31. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 the Directors of your Company confirm that:
a) In the preparation of the Annual Accounts for the financial year
ended 31st March, 2023, the applicable accounting standards had been followed
along with proper explanation relating to material departures.
b) The Directors 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.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
or safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d) The Directors have prepared the Annual Accounts for the financial
year ended 31st March, 2023, on a "going concern basis".
e) The Board of Directors has laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) The Board of Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Pursuant to provision of Section 2(87) of the Companies Act, 2013, The
Company is a subsidiary of Confidence Petroleum India Limited.
Further, Your Company has following three Subsidiary companies within
the meaning of the Section 2(87) of the Companies Act, 2013:
1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)
2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary
(Holding stake 100%)
3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary
(Holding stake 100%)
Moreover, M/s Maruti Koatsu Cylinders Limited is an associate of the
company and the company holds 49% stake in M/s Maruti Koatsu Cylinders Limited.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014, the statement containing salient features of the financial
statements of the Company's subsidiary and associates in Form AOC-1 is forming part
of the report
33. CORPORATE GOVERNANCE
In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a
certificate from the auditor's confirming compliance is annexed and forms part of the
Annual Report and Board Report. The management of Company believes that it will further
enhance the level of Corporate Governance in the Company.
The Corporate Governance Report annexed with this report.
34. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act, 2013 read
with the rules made there under, the criteria for complying with the CSR activity does not
applicable to the Company throughout the year.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules
made there under, the Company has not received any complaint of sexual harassment during
the year under review.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There has been no significant and material order passed by any
regulator, courts or tribunals impacting the going concern status and operations of the
Company in future.
37. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES
ACT, 2013
During the year under review, your Directors do not observe any
transactions which could result in a fraud. Your Directors hereby declare that the Company
has not been encountered with any fraud or fraudulent activity during the Financial Year
2022-2023.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has
been appended separately, which forms part of this report and the Annual Report.
39. APPRECIATIONS AND ACKNOWLEDGEMENTS
The Board of Directors would like to express its appreciation for the
sincere, dedicated and untiring efforts of the employees of the Company, the contract
labourers, and employees of business channel partners. The Board is also thankful to all
its stakeholders, including bankers, investors, members, customers, consultants,
technology licensors, contractors, vendors, etc., for their continued support and
confidence reposed in the Company.
40. GENERAL
Confidence Futuristic Energetech Limited (Formerly known as GLOBE
INDUSTRIAL RESOURCES LIMITED) was incorporated on 26th June, 1985 and name of
the company was changed on 26th October, 2017. Equity Shares of the Company are listed on BSE
Limited having script code 539991.
By the Order of Board
CONFIDENCE FUTURISTIC ENERGETECH LIMITED
Date: 05/09/2023 Place: Nagpur
Sd/-
Sd/-
(Sarvesh KHara) Director
(Nitin Khara) Managing Director (DIN: 01670977)
(DIN:06938709)
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES& DISCLOSURE UNDER
RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
The information required under Section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year:
Directors |
Designation |
Ratio to median remuneration |
Mr. Nitin Khara |
Managing Director |
- |
Mr. Sarvesh Khara |
CFO |
- |
No Remuneration was paid to Independent directors during the year under
review except sitting fees.
ii) The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the
Financial Year:
Directors |
Designation |
Increase in remuneration in the
FY-2022-23 |
Mr. Nitin Khara |
Managing Director |
- |
Mr. Sarvesh Khara |
CFO |
- |
iii) The percentage increase in the median remuneration of employees in
the financial year: Nil
iv) The number of Permanent employees on the rolls of the company : On
Contractual basis
v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Nil
vi) The key parameters for any variable component of remuneration
availed by the directors: Nil
vii) Affirmation that the remuneration is as per the remuneration
policy of the company: The Company has not paid any remuneration to director.
Note :- The company had no employee who was employed throughout the
year and were in respect remuneration more than 102 Lakhs per annum.
CONFIDENCE FUTURISTIC ENERGETECH LIMITED
Form No. AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 read with
Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of Financial Statement of
Subsidiaries/associate companies/joint ventures
Part A : Subsidiaries (Rs. In Lakhs)
Sr. No. Name of
the Subsidiary |
Period |
Reporting
currency |
Share
Capital |
Reserve & Surplus |
Total
Asset |
Total
Liabilities
(excluding
Shareholder
Fund) |
Investment |
Turnover |
Profit
Before
Tax |
Profit
After
Tax |
Proposed
Dividend |
%
Shareholding |
1. Sarju Impex Limited |
2022-23 |
INR |
907.90 |
997.12 |
6164.06 |
4259.04 |
0.00 |
3719.83 |
20.62 |
15.26 |
0.00 |
75.00 |
2. Confidence Green
Fuel Private Limited |
2022-23 |
INR |
1.00 |
0.30 |
1121.62 |
1120.32 |
0.00 |
794.74 |
0.46 |
0.35 |
0.00 |
100.00 |
3. Confidence Enterprises
Private Limited |
2022-23 |
INR |
5.16 |
5303.70 |
13433.51 |
8124.67 |
0.00 |
8026.23 |
384.29 |
307.53 |
0.00 |
100.00 |
Part B : Associates and Joint Ventures (Rs. In Lakhs)
Sr. No.
Name of the Associates |
Latest Audited Balance
sheet Date |
Shares of
Associate/Joint Ventures held by the company on the year end |
|
Description of
how there is significant influence |
Reason why the
associate/ joint
ventures is not
consolidate
d |
Net
worth
attributable
to
Share
holding |
Profit/ Loss for
the year |
Considered
in
consolidation |
Not
considered
in
consolidation |
|
No |
Amount
of
Investment |
Extent
of
Holding
% |
1. Maruti Koatsu
Cylinders Limited |
31/03/2023 |
94.00 |
23.32 |
49 |
The company carry the
business as joint venture/ associate |
NA |
49 |
198.13 |
97.08 |
- |
ANNEXURE TO THE DIRECTOR'S REPORT AOC-2
PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES.:
(Pursuant to Clause (h) of Section 134(3) of the Companies Act, 2013
and Rule 8(2) of the Companies
(Accounts) Rules, 2014 - AOC-2)
This Form pertains to the disclosure of particulars of contracts/
arrangements entered into by the Company with related parties referred to in Section
188(1) of the Companies Act, 2013 including certain arm's length transactions under third
proviso thereto.
Details of contracts or arrangements or transactions not at arm's
length basis :
There were no contracts or arrangements or transactions entered into
during the year ended 31st March, 2023, which were not at arm's length basis.
Details of material contracts or arrangement or transactions at arm's
length basis :
The details of material contracts or arrangement or transactions at
arm's length basis for the year ended March 31, 2023 are as under :
1. SALE/ PURCHASE/ SUPPLY OF GOODS :
Name of the Related Party |
Nature of Relationship |
Nature of Contract |
Duration |
Particulars of Contract |
Advance |
Confidence Petroleum India
Limited |
Holding Company |
Purchase ,Sale, Inter corporate
Loan |
Yearly |
Purchase of LPG & Sale of
LPG. Loan and |
NIL |
|
|
|
|
Advances |
|
Confidence Enterprises
Private Limited |
Wholly Owned Subsidiary |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Confidence Green Fuel Private
Limited |
Wholly Owned Subsidiary |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Sarju Impex Limited |
Subsidiary Company |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Hyperview Innovations |
Other related party |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Private Limited |
|
|
|
|
|
Suraj Cylinders Private
Limited |
Other related party |
Sale of Good or Services |
Yearly |
Sale of Lpg |
NIL |
Sneha Petroleum |
Other related party |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Maruti Koatsu Cylinders
Limited |
Associate Company |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
Gaspoint Petroleum |
Other related party |
Inter corporate Loan |
Yearly |
Loan and Advances |
NIL |
(India) Limited |
|
|
|
|
|
Confidence Lpg Bottling
Private Limited |
Other related party |
Inter corporate
Loan |
Yearly |
Loan and Advances |
NIL |
Chhattisgarh Gas Point
Bottling Private Limited |
Other related party |
Sale of Good or Services |
Yearly |
Sale of Lpg |
NIL |
Essenn Lpg Bottling Private
Limited |
Other related party |
Sale of Good or Services |
Yearly |
Sale of Lpg |
NIL |
2. AVAILMENT OF THE SERVICES :
Name of the Related Party |
Nature of Relationship |
Nature of Contract |
Duration |
Particulars of Contract |
Advance |
Confidence Petroleum India
Limited |
Holding Company |
Sale of Services |
Yearly |
Sale / Purchase of Services |
NIL |
Suraj Cylinders Private Limited |
Subsidiary of Holding |
Sale of Services |
Yearly |
Sale / Purchase of Services |
NIL |
|
Company |
|
|
|
|
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH, 2023
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
THE MEMBERS,
CONFIDENCE FUTURISTIC ENERGETECH LIMITED,
L74110MH1985PLC386541
OFFICE 419, PLOT-71, THANE, NAVI MUMBAI,
MUMBAI CITY, MH - 400703, INDIA.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by CONFIDENCE
FUTURISTIC ENERGETECH LIMITED
(hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/ statutory compliances and expressing my opinion thereon.
Based on my verification of the CONFIDENCE FUTURISTIC ENERGETECH
LIMITEDs books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the Company has, during the audit period covering the financial
year ended on 31st March, 2023 complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act') as may be
appropriately applicable for the period under review:-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (No incidence during the audit period,
hence not applicable);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (No incidence during the audit period,
hence not applicable);
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; (No incidence during the audit period, hence not
applicable);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
clients;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (No incidence during the audit period, hence not
applicable);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; (No incidence during the audit period, hence not applicable);
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure requirements) Regulations, 2015;
(j) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (No incidence during the audit period,
hence not applicable);
(vi) I have reviewed the systems and mechanisms established by the
Company for ensuring compliances under the other applicable Acts, Rules, Regulations and
Guidelines prescribed under various laws which are specifically applicable to the Company
and categorized under the following heads/ groups:-
(a) The explosives Rules, 2008;
(b) The Bureau of Indian Standards Act, 1986;
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued and notified by The Institute of
Company Secretaries of India. SS-1 and SS-2 have been complied with by the Company during
the Financial Year under review.
(ii) The Listing Agreements entered into by the Company with Bombay
Stock Exchange.
(iii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observations: Observation:-
1. Pursuant to Regulation 13 of SEBI (LODR) Regulation, 2015, the
company has made delay in redressal of Investor compliant in respect of Non-receipt of
Equity shares.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meeting duly recorded and signed by the
Chairman the decisions of the Board were unanimous and no dissenting views have been
recorded.
I further report that
Based on the information provided and the representation made by the
Company, in my opinion there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The Compliance by the Company of applicable financial laws such as
direct and indirect tax laws and maintenance of financial records and books of accounts
has not been reviewed in this Audit since the same have been subject to review by
statutory financial audit and other designated professionals.
I further report that during the audit period, the company has
split the Face value of Fully paid Equity Shares of the company from Rs. 10 each to Face
value of Rs. 5 each vide General Meeting (37th Annual General Meeting) dated 30th
September, 2022.
Date: 29th August, 2023 Place: Nagpur
UDIN:F011537E000889766
CS YUGANDHARA KOTHALKAR
PRACTICING COMPANY SECRETARY, Membership No. - F11537 CP No. - 10337
Peer Review Certificate No. -1813/2022
ANNEXURE - A'
To,
THE MEMBERS,
CONFIDENCE FUTURISTIC ENERGETECH LIMITED,
CIN - L74110MH1985PLC386541
OFFICE 419, PLOT-71, THANE, NAVI MUMBAI,
MUMBAI CITY, MH - 400703, INDIA.
My Secretarial Audit Report of even date is to be read along with this
letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Date: 29th August, 2023.
Place: Nagpur
UDIN:F011537E000889766
CS YUGANDHARA KOTHALKAR
PRACTICING COMPANY SECRETARY,
Membership No. - F11537 CP No. - 10337
Peer Review Certificate No. -1813/2022
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH, 2023
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
THE MEMBERS,
SARJU IMPEX LIMITED,
CIN - U27209GJ2008PLC053689 PLOT NO. Z/13, DAHEJ SEZ LTD.
(SEZ) SURVEY NO. 596/P 602/P, 603/P, 604/P,
DAHEJ-AMBHETHA, TAL. VAGRA, BHARUCH,
GJ - 392130, INDIA.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by SARJU IMPEX
LIMITED. (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/ statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March, 2023
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made thereunder; (Not applicable to the Company)
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder; (Not applicable to the Company)
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not applicable to the Company)
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):- (Not
applicable to the Company)
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Not applicable to the Company);
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (Not applicable to the Company);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company);
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 (Not applicable to the Company);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
clients (Not applicable to the Company);
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to the Company);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 (Not applicable to the Company);
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure requirements) Regulations, 2015 (Not applicable to the Company);
(j) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company);
(vi) Other laws specifically applicable to Company have substantially
complied with;
1. The Factories Act, 1948
2. The Industrial Disputes Act, 1947
3. The Payment of Wages Act, 1936
4. The Minimum Wages Act, 1948
5. The Employees' State Insurance Act, 1948
6. The Employees' Provident Fund and Miscellaneous Provisions Act,
1952
7. The Payment of Bonus Act, 1965
8. The Payment of Gratuity Act, 1972
9. The Contract Labour (Regulation and Abolition) Act, 1970
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National
Stock Exchange and Bombay Stock Exchange, (Not applicable to the Company)
(iii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (Not applicable to the Company)
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observation: Observation:
1. The Company has made delay in filling few E-forms with Ministry of
Corporate Affairs during the year under review.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors and Non-Executive Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
I further report that
Based on the information provided and the representation made by the
Company, in my opinion there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The compliance by the Company of applicable financial laws such as
direct and indirect tax laws and maintenance of financial records and books of accounts
has not been reviewed in this Audit since the same have been subject to review by
statutory financial audit and other designated professionals.
I further report that during the audit period, there were no specific
events/ actions in pursuance of the above referred laws, rules, regulations, guidelines,
etc, having major bearing on the Company's affairs.
Date : 29th August, 2023 Place : Nagpur
CS YUGANDHARA KOTHALKAR PRACTICING COMPANY SECRETARY,
Membership No. - F11537
CP No. - 10337
UDIN -F011537E000889788
Peer Review Certificate No. -1813/2022
ANNEXURE - A'
To,
THE MEMBERS,
SARJU IMPEX LIMITED,
CIN - U27209GJ2008PLC053689 PLOT NO. Z/13, DAHEJ SEZ LTD.
(SEZ) SURVEY NO. 596/P 602/P, 603/P, 604/P,
DAHEJ-AMBHETHA, TAL. VAGRA, BHARUCH, GJ - 392130, INDIA.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Date : 29th August, 2023 Place : Nagpur
CS YUGANDHARA KOTHALKAR
PRACTICING COMPANY SECRETARY,
Membership No. - F11537
CP No. - 10337
UDIN -F011537E000889788
Peer Review Certificate No. -1813/2022
FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH, 2023
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
THE MEMBERS,
CONFIDENCE ENTERPRISES PRIVATE LIMITED,
CIN - U74999MH2019PTC334260
405, SATYAM APARTMENT, 8 WARDHA ROAD,
DHANTOLI, NAGPUR, MH - 440012, INDIA
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by CONFIDENCE
ENTERPRISES PRIVATE LIMITED.
(hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March, 2023
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made thereunder; (Not applicable to the Company)
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder; (Not applicable to the Company)
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not applicable to the Company)
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):- (Not
applicable to the Company)
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Not applicable to the Company);
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (Not applicable to the Company);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company);
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 (Not applicable to the Company);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
clients (Not applicable to the Company);
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to the Company);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 (Not applicable to the Company);
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure requirements) Regulations, 2015 (Not applicable to the Company);
(j) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company);
(vi) Other laws specifically applicable to Company have substantially
complied with;
1. The Factories Act, 1948
2. The Industrial Disputes Act, 1947
3. The Payment of Wages Act, 1936
4. The Minimum Wages Act, 1948
5. The Employees' State Insurance Act, 1948
6. The Employees' Provident Fund and Miscellaneous Provisions Act,
1952
7. The Payment of Bonus Act, 1965
8. The Payment of Gratuity Act, 1972
9. The Contract Labour (Regulation and Abolition) Act, 1970
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National
Stock Exchange and Bombay Stock Exchange, (Not applicable to the Company)
(iii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (Not applicable to the Company)
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observation: NIL
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors and Non-Executive Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
I further report that
Based on the information provided and the representation made by the
Company, in my opinion there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The compliance by the Company of applicable financial laws such as
direct and indirect tax laws and maintenance of financial records and books of accounts
has not been reviewed in this Audit since the same have been subject to review by
statutory financial audit and other designated professionals.
I further report that during the audit period, there were no specific
events/ actions in pursuance of the above referred laws, rules, regulations, guidelines,
etc, having major bearing on the Company's affairs.
Date : 29th August, 2023 Place : Nagpur
CS YUGANDHARA KOTHALKAR
PRACTICING COMPANY SECRETARY,
Membership No. - F11537
CP No. - 10337
UDIN -F011537E000889920
Peer Review Certificate No. -1813/2022
ANNEXURE - A'
To,
THE MEMBERS,
CONFIDENCE ENTERPRISES PRIVATE LIMITED,
CIN - U74999MH2019PTC334260
405, SATYAM APARTMENT, 8 WARDHA ROAD,
DHANTOLI, NAGPUR, MH - 440012, INDIA.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Date : 29th August, 2023 Place : Nagpur
CS YUGANDHARA KOTHALKAR
PRACTICING COMPANY SECRETARY,
Membership No. - F11537
CP No. - 10337
UDIN -F011537E000889920
Peer Review Certificate No. -1813/2022
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