Dear Shareholders,
The Board of Directors are pleased to present the 23rd Annual Report along
with Audited Financial Statements of the Company for the financial year ended March 31,
2024 (FY 2023-24).
Financial Performance:
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in
accordance with the relevant applicable Indian Generally Accepted Accounting Principles
(IGAAP) and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations')
and the provisions of the Companies Act, 2013 ('Act').
The summarised financial highlight is depicted below:
(in ' lakhs)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from operations |
34,904.86 |
11,420.89 |
34,904.86 |
11,420.89 |
Other Income |
292.20 |
57.62 |
292.20 |
57.62 |
Total Income |
35,197.05 |
11,478.50 |
35,197.05 |
11,478.50 |
Expenditure |
29,780.23 |
9,337.87 |
29,780.22 |
9,338.06 |
Profit Earnings before interest, tax, depreciation and amortization
(EBITDA) |
5,416.83 |
2,140.63 |
5,416.83 |
2,140.43 |
Finance Cost |
448.34 |
346.41 |
448.35 |
346.42 |
Depreciation |
183.07 |
151.32 |
183.07 |
151.32 |
Extraordinary items/Prior Period Items |
18.67 |
8.75 |
18.67 |
8.75 |
Profit Before Taxation |
4,766.74 |
1,634.16 |
4,766.73 |
1,633.96 |
Tax expenses |
1,227.68 |
422.35 |
1,227.68 |
422.30 |
Profit for the period |
3,539.06 |
1,211.81 |
3,539.05 |
1,211.66 |
1. Previous period/year figures have been re-grouped/re-classified wherever required.
2. There has been no change in nature of business of the Company.
Performance Highlights:
Consolidated:
Total revenue of the Company for the financial year 2023-24 stood at '35,197.05 lakhs
as against '11,478.50 lakhs for the financial year 2022-23, showing an increase of 207%.
EBITDA for the financial year 2023-24 stood at '5,416.83 lakhs as against '2,140.43
lakhs for the financial year
2022- 23, showing an increase of 155%.
Profit after tax for the financial year 2023-24 stood at '3,539.05 lakhs as against
'1,211.66 lakhs for the financial year 2022-23 showing an increase of 192%.
Standalone:
Total revenue of the Company for the financial year
2023- 24 stood at '35,197.05 lakhs as against '11,478.50 lakhs for the financial year
2022-23, showing an increase of 207%.
EBITDA for the financial year 2023-24 stood at '5,416.83 lakhs as against '2,140.62
lakhs for the financial year 2022-23, showing an increase of 153%.
Profit after tax for the financial year 2023-24 stood at '3,539.06 lakhs as against
'1,211.81 lakhs for the financial year 2022-23 showing an increase of 192%.
Listing of equity shares:
Equity shares of the Company were listed on the Bombay Stock Exchange (BSE Limited) on
SME Platform on March 22, 2024. The trading symbol of the Company is 'KPGEL'. Listing fees
and the custodian charges to depositories, for the FY 2023-24 have been paid to BSE, NSDL
and CDSL respectively.
Dividend and Reserves:
During the year under review, the Board of Directors of the Company have not
declared/recommended any dividend. The Company has transferred the whole amount of
profit/loss to Reserve & Surplus Account for the financial year ending on March 31,
2023.
Authorized and Paid-up Share Capital:
• Change in Authorised Share Capital:
During the year under review, pursuant to the shareholders' approval received in the
Extraordinary General Meeting dated July 12, 2023, the Company has increased the
authorised share capital of the Company from '2,50,00,000/- (Rupees Two Crores Fifty Lakhs
only) divided into 25,00,000 (Twenty Five Lakhs) Equity Shares of '10/- (Rupees Ten only)
each to '20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores)
Equity Shares of '10/- (Rupees Ten only) each by creation of additional 1,75,00,000 (One
Crores Seventy Five Lakhs) Equity Shares of '10/- (Rupees Ten only) each ranking pari
passu with the existing Equity Shares.
During the year under review, pursuant to the shareholders' approval received in the
Extra-ordinary General Meeting dated August 25, 2023, the Company has increased the
authorised share capital of the Company from '20,00,00,000/- (Rupees Twenty Crores only)
divided into 2,00,00,000 (Two Crores) Equity Shares of '10/- (Rupees Ten only) each to
'25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores
Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each by creation of additional
50,00,000 (Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each ranking pari passu
with the existing Equity Shares.
During the year under review, pursuant to the shareholders' approval received in the
Extra-ordinary General Meeting dated October 17, 2023, the authorised share capital of the
Company was subdivided from '25,00,00,000/- (Rupees Twenty-Five Crores only) divided into
2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of '10/- (Rupees Ten only) each to
'25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore
only) equity shares of '5/- (Rupees Five only) each due to subdivision of Equity Shares of
the Company.
• Issue of Bonus equity shares:
During the year under review, in order to encourage the shareholders' continued
support, the Board has allotted 1,68,00,000 equity shares having face value of '10/- each
as bonus equity shares, in the ratio of Fifteen (15) equity share having face value of
'10/- each for every One (1) existing equity share having face value of '10/- each in the
meeting of August 1, 2023. The issue of Bonus Shares has been approved by the shareholders
of the Company in the Extra-ordinary General Meeting dated July 31, 2023.
• Sub-Division of Equity Shares of the Company:
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on October 17, 2023, the Issued, Subscribed and Paid-up
Share Capital of the Company was changed from '17,92,00,000/- (Seventeen Crores
Ninety-Two Lakhs Only) divided into 1,79,20,000 (One Crore Seventy-Nine Lakhs Twenty
Thousand) Equity Shares of '10/- (Rupees Ten only) each to '17,92,00,000/- (Seventeen
Crores Ninety Two Lakhs Only) divided into 3,58,40,000 (Three Crores Fifty- Eight Lakhs
Forty Thousand) Equity Shares of '5/- (Rupees Five only) each due to sub-division of
Equity Shares of the Company.
• Issuance of the equity shares by way of preferential issue on private placement
basis:
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on November 4, 2023, the company allotted 92,592
(Ninety-Two Thousand Five Hundred Ninety-Two) equity shares (Tranche 1) through a
preferential issue on a private placement basis. The shares were issued at a price of '108
(Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One
Hundred and Three only) per equity share with a face value of '5/- (Rupees Five only) per
equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of
Directors of the Company held on November 10, 2023.
During the year under review, pursuant to the shareholders' approval granted at the
ExtraOrdinary General Meeting on November 15, 2023, the company allotted 1,81,000 (One
Lakhs Eighty One Thousand) equity shares (Tranche 2) through a preferential issue on a
private placement basis. The shares were issued at a price of '108 (Rupees One Hundred and
Eight only) each, which includes a premium of '103 (Rupees One Hundred and Three only) per
equity share with a face value of '5/- (Rupees Five only) in the Meeting of Board of
Directors of the Company held on November 20, 2023.
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on November 18, 2023, the company allotted 80,000 (Eighty
Thousand) equity shares (Tranche 3) through a preferential issue on a private placement
basis. The shares were issued at a price of '108 (Rupees One Hundred and Eight only) each,
which includes a premium of '103 (Rupees One Hundred and Three only) per equity share with
a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the
Company held on November 23, 2023.
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on November 23, 2023, the company allotted 1,07,405 (One
Lakh Seven Thousand Four Hundred and Five) equity shares (Tranche 4) through a
preferential issue on a private placement basis. The shares were issued at a price of '108
(Rupees One Hundred and Eight only) each, which includes a premium of '103 (Rupees One
Hundred and Three only) per equity share with a face value of '5/- (Rupees
Five only) in the Meeting of Board of Directors of the Company held on December 6,
2023.
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on December 9, 2023, the company allotted 5,39,003 (Five
Lakhs Thirty Nine Thousand and Three) equity shares (Tranche 5) through a preferential
issue on a private placement basis. The shares were issued at a price of '108 (Rupees One
Hundred and Eight only) each, which includes a premium of '103 (Rupees One Hundred and
Three only) per equity share with a face value of '5/- (Rupees Five only) in the Meeting
of Board of Directors of the Company held on December 27, 2023.
• Public Issue - Initial Public Offer ("IPO"):
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary
General Meeting on January 17, 2024, the Company successfully completed its Initial
Public Offering (IPO) by issuing 1,31,60,000 (One Crore Thirty One Lakh Sixty Thousand)
equity shares at a price of '144 (Rupees One Hundred and Forty Four only) each, which
includes a premium of '139 (Rupees One Hundred and Thirty Nine only) per equity share with
a face value of '5/- (Rupees Five only) in the Meeting of Board of Directors of the
Company held on March 20, 2024, by way of listing its securities on SME platform of Bombay
Stock Exchange ('BSE') on March 22, 2024. The Directors placed on record their
appreciation of contributions made by the entire IPO team with all the dedication,
diligence and commitment which led to successful listing of the Company's equity shares on
the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed
in the Company by the Investors, customers and business partners and the Directors thank
them for their confidence in the Company.
Pursuant to the provisions of Regulation 32(7A) of the Listing Regulations, the Company
had fully utilized the net proceeds of IPO as on March 31, 2024, in objects mentioned
below:
(inRs ' lakhs)
Sr. Object for which funds have been utilized No. |
Funds Allocated |
Funds Utilized |
1 Part Finance the capital expenditure towards setting up of a new
manufacturing unit to expand its current production capabilities as well as expanding our
current product portfolio |
15,614.47 |
1,484.90 |
2 General corporate purposes |
1,815.08 |
1,815.08 |
3 Issue Expenses |
1,520.85 |
1,520.85 |
Net Issue Proceeds |
18,950.40 |
4,820.83 |
The Authorised Share Capital of the company as on March 31, 2024 is '25,00,00,000/-
(Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares
of '5/- (Rupees Five only) each.
The paid-up Share Capital of the company as on March 31, 2024 is '25,00,00,000/-
(Rupees Twenty-Five Crores only) divided into 5,00,00,000 (Five Crore only) equity shares
of '5/- (Rupees Five only) each.
Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend account of the Company:
During the financial year 2023-24, the Company has not paid any dividend to their
members; hence the company has not transferred any amount to unpaid/unclaimed dividend to
a special account opened by the company called the Unpaid/Unclaimed Dividend Account.
Deposits:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of FY24 or the previous financial years. The
Company did not accept any deposit during the year under review.
Credit Rating:
During the year under review, the Company has not obtained any credit rating
from any Credit Rating Agencies.
Employee Stock Option Plan:
During the year under review, the shareholders of the Company at the Extra-Ordinary
General Meeting ('EGM') held on November 18, 2023, had approved the introduction and
implementation of the 'KP Green Engineering Limited - Employee Stock Option Plan 2023'
(hereinafter referred to as 'KP Green Engineering-ESOP 2023'/'the Plan') and extension and
grant of Employee Stock Option ('ESOPs')
to such persons who are an employees of the Company or of a group company, as
designated by the Company, who is exclusive working in India or outside India, including a
director, whether whole time director or not, including a non-executive director who is
not a promoter or member of the promoter group but excluding an independent directors and
directors holding directly or indirectly more than 10% of the outstanding Equity Shares of
the Company and selected by the Board in its sole and absolute discretion in one or more
tranches up to 10,00,000 (Ten Lakhs) ('ESOP Pool') ESOPs. The plan seeks to drive
long-term performance, retain key talent and to provide an opportunity for the employees
to participate in the growth of the Company.
The Company views the plan as a long-term incentive tool that would assist in aligning
employees' interest with that of the shareholders and enable the employees not only to
become co-owners, but also to create wealth out of such ownership in future. The Plan has
been formulated in accordance with the provisions of the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations'). The Nomination
and Remuneration Committee ('NRC') administers the Plan and functions as the Compensation
Committee for the purposes of SBEB Regulations.
ESOPs will be granted to eligible employees as determined by the NRC. These options
will vest according to the plan and can be exercised under the terms and conditions
specified in the plan, in accordance with applicable laws and regulations. The statutory
disclosures as mandated under the Act and SBEB Regulation and a certificate from
Secretarial Auditor, confirming implementation of the Scheme in accordance with SBEB
Regulations and Shareholders resolutions have been hosted on the website of the Company at
www.kpgreenengineering.com and same will be available for electronic inspection by
the shareholders during the AGM of the Company.
During the year under review, no ESOPs were granted by the Company to eligible
employees.
Material changes and commitments affecting the financial position of the Company:
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere
in this Report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and
date of this Report.
Directors and Key Managerial Personnel:
• Board of Directors:
As on March 31, 2024, the Company's Board had Eight members comprising of one Executive
Directors, three Non-Executive Directors and Non-Independent Directors and four
Independent Directors. During the year, following changes took place in the Directorships
and Key Managerial Personnel:
Appointment of Directors:
Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) was appointed as Additional
Director (Non-Executive Non-Independent) of the Company w.e.f. December 6, 2023. His
appointment as Director (Non-Executive Non-Independent) was approved by the shareholders
in the Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Surinder Kumar Negi (DIN: 00533049) was appointed as Additional Director
(Non-Executive Independent) of the Company w.e.f. December 6, 2023. His appointment as
Director (Non-Executive Independent) was approved by the shareholders in the
Extra-Ordinary General Meeting held on December 9, 2023.
Mrs. Ekta Aagam Sanghavi (DIN: 05199567) was appointed as Additional Director
(Non-Executive Independent) of the Company w.e.f. December 6, 2023. Her appointment as
Director (Non-Executive Independent) was approved by the shareholders in the
Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Muinulhaque Iqbalhusen Kadva (DIN: 07661317) was appointed as Additional Director
(Executive Non-Independent) of the Company w.e.f. December 6, 2023. His appointment as
Executive Director was approved by the shareholders in the Extra-Ordinary General Meeting
held on December 9, 2023.
Mr. Tejpalsingh Jagatsingh Bisht (DIN: 02170301) was appointed as Additional Director
(Non-Executive Independent) of the Company w.e.f. December 7, 2023. His appointment as
Director (Non-Executive Independent) was approved by the shareholders in the
Extra-Ordinary General Meeting held on December 9, 2023.
Mr. Hassan Faruk Patel (DIN: 09739235) was appointed as Additional Director (Executive
Non-Independent) of the Company w.e.f. December 7, 2023. His appointment as Executive
Director was approved by the shareholders in the Extra-Ordinary General Meeting held on
December 9, 2023.
Mrs. Indu Gupta Rao (DIN: 10427689) was appointed as Additional Director (Non-Executive
Independent) of the Company w.e.f. December 27, 2023. Her appointment as Director
(Non-Executive Independent) was approved by the shareholders in the ExtraOrdinary General
Meeting held on January 4, 2024.
Cessation:
Mrs. Rashida Gulam Patel (DIN: 01676460) ceased to be Director of the Company with
effect from December 7, 2023. The Board places on record its sincere appreciation of the
contribution during his tenure on the Board of the Company.
Mrs. Vahidabanu Faruk Patel (DIN: 02940059) ceased to be Director of the Company with
effect from December 7, 2023. The Board places on record its sincere appreciation of the
contribution during his tenure on the Board of the Company.
Mr. Muhammedibarahim Gulamabbas Mujawar (DIN: 06672189) ceased to be Director of the
Company with effect from December 7, 2023. The Board places on record its sincere
appreciation of the contribution during his tenure on the Board of the Company.
Change in Designation:
Designation of Dr. Faruk G. Patel (DIN: 00414045) was changed from Executive Director
to Chairman & Non-Executive (Non-Independent) Director of the Company at the meeting
of Board of Directors on December 7, 2023.
Designation of Mr. Hassan Faruk Patel (DIN: 09739235) was changed from Executive
Director to Non-Executive (Non-Independent) Director of the Company at the meeting of
Board of Directors on December 9, 2023.
Appointment of Key Managerial Personnel (KMP):
Mr. Pravinkumar Singh was appointed as Chief Finance Officer ('CFO') of the Company
w.e.f. December 6, 2023.
Mr. Saurabh Sharma was appointed as Company Secretary of the Company w.e.f. December 7,
2023. Mr. Saurabh Sharma was also designated as Company Secretary and Compliance Officer
of the Company in the meeting of Board of Directors held on January 3, 2024.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with the rules made
thereunder, Mr. Amitkumar Subhashchandra Khandelwal (DIN: 09287996) is liable to retire by
rotation at the ensuing AGM and being eligible, offers himself for reappointment.
The Board recommends the re-appointment of Mr. Amitkumar Subhashchandra Khandelwal as
Director for your approval. Brief details as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
• Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company pursuant to Section 2(51)
and 203 of the Companies Act, 2013 as on March 31, 2024:
1. Mr. Muinulhaque Iqbalhusen Kadva,
Whole-Time Director;
2. Mr. Pravinkumar Singh,
Chief Financial Officer;
3. Mr. Saurabh Sharma,
Company Secretary & Compliance Officer.
Declaration from Independent Directors:
The Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs. The Independent Directors have also
confirmed that they have complied with the Company's code of conduct.
Meetings of Board of Directors:
During the year under review, the Board met 29 (Twenty Nine) times i.e. on May 8, 2023,
June 5, 2023, June 19, 2023, June 23, 2023, July 10, 2023, July 14, 2023, July 20, 2023,
July 28, 2023, August 1, 2023, August 25, 2023, September 21, 2023, October 21, 2023,
November 1, 2023, November 10,
2023, November 13, 2023, November 16, 2023, November 20, 2023, November 23, 2023,
December 6, 2023, December 7, 2023, December 9, 2023, December 27, 2023, January 3, 2024,
January 16, 2024, January 22, 2024, February 23,
2024, March 7, 2024, March 14, 2024 and March 20, 2024. The necessary quorum was
present for all the meetings. The maximum interval between any two meetings did not exceed
120 days.
The details of attendance of the Board members at the Board Meetings during FY 2023-24
and at the last Annual General Meeting held on September 28, 2023, are as under:
Sr. Name of Director(s) |
No. of Meetings |
Attendance |
No. |
Held during the tenure |
Attended |
at last AGM |
1 Dr. Faruk G. Patel |
29 |
26 |
Yes |
2 Mrs. Rashida Gulam Patel1 |
19 |
19 |
Yes |
3 Mrs. Vahidabanu Faruk Patel1 |
19 |
19 |
Yes |
4 Mr. Muhammedibarahim Gulamabbas Mujawar1 |
19 |
19 |
Yes |
5 Mr. Muinulhaque Iqbalhusen Kadva2 |
10 |
10 |
NA |
6 Mr. Hassan Faruk Patel3 |
9 |
9 |
NA |
7 Mr. Amitkumar Subhashchandra Khandelwal2 |
10 |
10 |
NA |
8 Mr. Surinder Kumar Negi2 |
10 |
7 |
NA |
9 Mrs. Ekta Aagam Sanghavi2 |
10 |
8 |
NA |
10 Mrs. Indu Gupta Rao4 |
7 |
6 |
NA |
11 Mr. Tejpalsingh Jagatsingh Bisht3 |
9 |
7 |
NA |
Committees of the Board of Directors:
During the year under review, the Board in its meeting held on January 3, 2024,
constituted various statutory committees to ensure good corporate governance practices and
to handle specific activities & ensure the timely resolution of various issues. The
Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. The minutes of all Committee meetings are presented to the
Board for review. As on March 31, 2024, the composition of Committees mentioned below:
a) Audit Committee:
The Board constituted the Audit Committee on January 3, 2024. Subsequently, during the
financial year 2023-24, 3 (three) meetings of the Audit Committee were held on January 16,
2024, January 22, 2024, and March 20, 2024. The intervening gap between the two meetings
did not exceed 120 days. The Composition of the Audit Committee and details of attendance
of the members during FY 2023-24, are given below:
Name & Designation |
Category |
No. of Meetings |
of Members |
|
Held During the tenure |
Attended |
Mrs. Ekta Aagam Sanghavi (Chairperson) |
Non-Executive Independent Director |
3 |
3 |
Mrs. Indu Gupta Rao (Member) |
Non-Executive Independent Director |
3 |
3 |
Mr. Muinulhaque Iqbalhusen Kadva (Member) |
Promoter, Executive Director, Whole-Time Director |
3 |
3 |
All members of the Audit Committee have accounting and financial management knowledge
and expertise/exposure. The Company Secretary acts as the Secretary to the Committee. The
minutes of each Audit Committee meeting are placed in the next meeting of the Board.
1
Ceased w.e.f. December 7, 2023
2Appointed w.e.f. December 6, 2023
3Appointed
w.e.f. December 7, 2023
4Appointed w.e.f, December 27, 2023
b) Nomination and Remuneration Committee:
The Board constituted the Nomination and Remuneration Committee ('NRC') on January 3,
2024. Subsequently, during the financial year 2023-24, One meeting of the NRC was held on
March 20, 2024. The Composition of the NRC and details of attendance of the members during
FY 2023-24, are given below:
Name & Designation |
Category |
No. of Meetings |
of Members |
|
Held During the tenure |
Attended |
Mrs. Ekta Aagam Sanghavi (Chairperson) |
Non-Executive Independent Director |
1 |
1 |
Mr. Tejpalsingh Jagatsingh Bisht (Member) |
Non-Executive Independent Director |
1 |
1 |
Dr. Faruk G. Patel (Member) |
Promoter, Chairman, Non-Executive Director |
1 |
1 |
The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting
are placed in the next meeting of the Board.
c) Stakeholders' Relationship Committee:
The Board constituted the Stakeholders' Relationship Committee ('SRC') on January 3,
2024. Subsequently, during the financial year 2023-24, One meeting of the SRC was held on
March 20, 2024. The Composition of the SRC and details of attendance of the members during
FY 2023-24, are given below:
Name & Designation |
Category |
No. of Meetings |
of Members |
|
Held During the tenure |
Attended |
Mr. Amitkumar Subhashchandra Khandelwal (Chairman) |
Non-Executive, Non-Independent Director |
1 |
1 |
Mr. Tejpalsingh Jagatsingh Bisht (Member) |
Non-Executive Independent Director |
1 |
1 |
Mr. Surinder Kumar Negi (Member) |
Non-Executive Independent Director |
1 |
1 |
The Company Secretary acts as the Secretary to the Committee. The minutes of each SRC
meeting are placed in the next meeting of the Board.
d) Corporate Social Responsibility Committee:
The Board re-constituted the Corporate Social Responsibility Committee ('CSR') on
January 3, 2024. Subsequently, during the financial year 2023-24, One meeting of the CSR
was held on March 20, 2024. The Composition of the CSR and details of attendance of the
members during FY 2023-24, are given below:
Name & Designation |
Category |
No. of Meetings |
of Members |
|
Held During the tenure |
Attended |
Mr. Muinulhaque Iqbalhusen Kadva (Member) |
Promoter, Executive Director, Whole-Time Director |
1 |
1 |
Mr. Hassan Faruk Patel (Member) |
Promoter, Non-Executive, Non-Independent Director |
1 |
1 |
Mrs. Indu Gupta Rao (Member) |
Non-Executive Independent Director |
1 |
1 |
The Company Secretary acts as the Secretary to the Committee. The minutes of each CSR
meeting are placed in the next meeting of the Board.
Independent Directors' Meeting:
The Independent Directors met on March 20, 2024, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account the
views of Executive Directors and NonExecutive Directors and assessed the quality, quantity
and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
Board evaluation:
The Board carried out an annual performance evaluation of its own performance and that
of its Committees and Individual Directors as per the formal mechanism adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination
and Remuneration Committee of the Company. The performance evaluation of the Chairman, the
Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors of the Company. The performance evaluation was carried out through a structured
evaluation process covering various aspects of the Board functioning such as composition
of the Board & committees, experience & competencies, performance of specific
duties & obligations, contribution at the meetings and otherwise, independent
judgment, governance issues etc.
Subsidiaries, Joint Ventures and Associate companies:
As on March 31, 2024, the company has M/s KPZon Energia Private Limited, as Subsidiary
Company, except this the Company does not have any other Subsidiaries, Associates and
Joint Ventures.
The performance, financial position and the details required under section 129 of the
Companies Act, 2013, for the subsidiary for the financial year ended March 31, 2024, in Form
AOC-1, is attached as Annexure-C, which forms part of this report.
Auditors and Auditor's Report:
• Statutory Auditors:
Pursuant to the provisions of Section 139 and any other applicable provisions and the
Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with Companies
(Audit and Auditors) Rules, 2014, as amended from time to time, the members has approved
the appointment of M/s. K A Sanghavi & Co. LLP, Chartered Accountants, bearing
Firm Registration No. 0120846W/W100289, as the Statutory Auditors of the company to
hold office from the conclusion of 20th Annual General Meeting till the
conclusion of 25th Annual General Meeting of the Company to be held in the year
2026 on such remuneration as may be determined by the Board of Directors of the Company.
Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit
and Auditors) Rules 2014, the auditors have furnished a certificate of their
eligibility and consent as the Auditors of the Company.
• Statutory Auditors' observations in Audit Report:
The Audit Report submitted by statutory auditors for the financial year ended March 31,
2024 does not contain any qualifications, reservations, adverse remarks or disclaimers.
• Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, as amended from time to time, the Board has appointed M/s. Chirag Shah
& Associates, Practicing Company Secretary, to undertake the Secretarial Audit of
the Company for the financial year 2023-24. As per the requirements of SEBI Listing
Regulations. The Secretarial Audit Report of the Company in 'Form MR-3' for the
year under review is provided as Annexure-A of this report.
• Secretarial Auditors' observations in Secretarial Audit Report:
The Secretarial audit Report submitted for the financial year ended March 31, 2024 does
not contain any qualifications, reservations, adverse remarks or disclaimers.
• Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, read with the rules made
thereunder, as amended from time to time, the Company is required to maintain the cost
accounts and records of the Company, accordingly, the Board has appointed M/s. V.M.
Patel & Associates, Cost Accountants to prepare and to audit the cost records of
the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor
is subject to ratification by the shareholders at the Annual General Meeting. Accordingly,
the necessary Resolution for ratification of the remuneration payable to cost auditor for
the financial year 2024-25, has been included in the Notice which forms part of this
Annual report.
• Reporting of frauds by Auditor:
During the year under review, the Statutory Auditor, Secretarial Auditor and Cost
Auditor of the Company has not reported any instances of frauds committed in the Company
by its Officers or Employees, to the Audit Committee, as required under Section 143(12) of
the Companies Act, 2013.
Corporate Social Responsibility (CSR):
The Company had always been following its core philosophy of serving society. As per
the Criteria of Section 135 of Companies act, 2013, the board is required to constitute a
CSR Committee of members, who will manage the CSR activities as specified in Schedule VII
to the Companies Act, 2013 to be undertaken by the company. The Board has also adopted the
CSR Policy, which is available on the website of the Company at
https://kpgreenengineering.com/policies- disclosures. The Annual Report on CSR
activities is annexed as Annexure-B to this report.
The Company has spent more than 2% of the average net profits of the Company, during
the three years immediately preceding financial year. The Chief Financial Officer of the
Company has certified that CSR spends of your Company for FY24 have been utilized for the
purpose and in the manner approved by the Board of the Company.
Management Discussion and Analysis:
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this Annual
Report.
Corporate Governance:
Since the Company is listed on BSE SME, the Company is exempt from applicability of
certain regulations pertaining to 'Corporate Governance' under Securities & Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Internal financial control systems and their adequacy:
The Company has put in place adequate, strong and effective internal control systems
with best processes commensurate with its size and scale of operations which ensures that
all the assets are safeguarded and protected and that the transactions are authorized
recorded and reported correctly. The internal audit covers a wide variety of operational
matters and ensures compliance with specific standard with regards to availability and
suitability of policies and procedures. During the year no reportable material weakness in
the design or operation were observed.
Vigil mechanism/Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy and has established the necessary vigil
mechanism for Directors and employees in confirmation with Section 177 of the Act and
Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns
about unethical or improper activity, without fear of retaliation. The vigil mechanism of
the Company provides for adequate safeguards against victimization of Directors and
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. The said policy is uploaded on the website of
the Company https://kpgreenengineering.com/ policies-disclosures.
During the year under review, the Company has not receive any complaint under the
whistle blower policy.
Annual Return:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024,
prepared in accordance with
Section 92(3) of the Act is made available on the website of the Company and can be
assessed using the link: https:// kpgreenengineering.com/financials.
Particulars of loans, guarantees or investments:
The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment
or security are not applicable to your Company, as your Company is engaged in providing
infrastructural facilities which is exempted under Section 186 of the Act. The particulars
of loans, guarantee and investments made during the year under review, are given in the
notes forming part of the financial statements.
Related Party Transactions:
During the year under review, all transactions entered into with related parties were
approved by the Audit Committee of Directors. Certain transactions, which were repetitive
in nature, were approved through omnibus route. As per the Listing Regulations, any
related party transaction exceeding '1,000 crore or 10% of the annual consolidated
turnover, as per the last audited financial statement whichever is lower, is considered as
material and requires Members approval. Accordingly, the Company sought and obtained
necessary Members approval for the year under review. All transactions with related
parties entered into during the year under review were at arm's length basis and in the
ordinary course of business and in accordance with the provisions of the Act and the rules
made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party
Transactions. Therefore, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY24 and hence
does not form part of this report. The Company did not enter into any related party
transactions during the year under review, which could be prejudicial to the interest of
minority shareholders.
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The
Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this
Report.
Particulars of employees and remuneration:
The information required under Section 197 of the Act, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-E
of this report. The statement containing particulars of employees, as required under
Section 197 of the Act, read with the rules made thereunder, as amended from time to time,
are not applicable to the Company as none of the employees has received remuneration above
the limits specified in the rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.
Board policies:
The details of various policies approved and adopted by the Board as required under the
Act and SEBI Listing Regulations are available on the website of the Company at https://kpgreenengineering.com/policies-disclosures.
Policy on Directors' appointment and Remuneration:
Pursuant to Section 178(3) of the Act, the Company has framed a Policy on Nomination,
Remuneration and Evaluation of Directors' appointment and other matters which is available
on the website of the Company at https:// kpgreenengineering.com/policies-disclosures.
Health, Safety & Environment Policy:
The Company has recognized, health management, occupational safety and environment
protection (HSE) as one of the most important elements in the organization's sustainable
growth and has closely linked it to its cultural values. Company continually strives to
create a safe working environment by being responsive, caring and committed to the various
needs governing the security and well-being of employees. The HSE policy has been reviewed
by the company and is also available on the Company's website https://kpgreenengineering.com/policies-disclosures.
Code for Prevention of Insider Trading:
The Company has adopted a Code of Conduct ("Code”) to regulate, monitor and
report trading in Company's shares by Company's designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while trading/dealing in Company's shares
and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers
Company's obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Further, it also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the Company's
website https://kpgreenengineering. com/policies-disclosures.
Prevention of sexual harassment at Workplace:
As per the requirement of the provisions of the sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your
Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICs) to consider and resolve the complaints related to
sexual harassment. The Company has zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on relevance of sexual harassment
issues. All new employees go through a detailed personal orientation on anti-sexual
harassment policy adopted by your Company. During the year under review, the Company has
not received any complaint pertaining to sexual harassment.
Risk Management:
The Company has a structured Risk Management Framework, designed to identify, assess
and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan for the Company. The RMC is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses are systematically addressed through mitigation
actions on a continual basis.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from the Company, confirm that:
I. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
II. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
of the company for that period;
III. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
IV. they have prepared the annual accounts on a going concern basis;
V. they have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively;
VI. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Secretarial Standards:
The Directors have devised proper systems and processes for complying with the
requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems were adequate and operating effectively.
General disclosures:
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events of these nature during the year under
review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Significant or material orders passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company's operation in future.
• Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/ purchase of which loan was given by the Company (as there is
no scheme pursuant to which such persons can beneficially hold shares as envisaged under
Section 67(3)(c) of the Companies Act, 2013).
• Application made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
• One-time settlement of loan obtained from the Banks or Financial Institutions.
• Revision of financial statements and Directors' Report of the Company.
• None of the Directors of the Company has been debarred or disqualified from
being appointed or continuing as a Director by SEBI/Ministry of Corporate
Affairs/Statutory Authorities.
• Neither the Managing Director nor the Whole-time Directors of the Company,
receives any commission from any of its subsidiaries.
Acknowledgement:
The Directors wish to express their gratitude to the bankers, financial institutions,
government and regulatory authorities, customers, suppliers, business partners,
shareholders, and all other stakeholders who have supported the Company, directly or
indirectly, throughout the year.
The Directors also extend their sincere appreciation to all employees of the KP Family,
at every level, for their dedicated efforts and ongoing contributions, which have been
instrumental in fostering the Company's success and growth.
For and on behalf of the Board of Directors KP Green Engineering Limited (Formerly
Known as K P Buildcon Private Limited)
Place: Surat |
Dr. Faruk G. Patel Chairman & Director |
Muinulhaque Iqbalhusen Kadva Whole Time Director |
Date: August 31, 2024 |
DIN: 00414045 |
DIN: 07661317 |