The Directors have pleasure in presenting 33rd Annual Report together with the audited financial statement of your Company for the Financial Year ended 31st March, 2023.
HIGHLIGHTS OF THE RESULTS AND STATE OF COMPANY’S AFFAIRS:
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, read with Rule 7 of the (Companies Accounts) Rules, 2014.
The Standalone and Consolidated financial performance of the Company, for the Financial Year ended on 31st March, 2023 are summarized below:
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(Rs.in Lakhs)
|
|
Particulars
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Standalone
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Consolidated
|
|
2022-23
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2021-22
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2022-23
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2021-22
|
|
Revenue from Operations
|
1490.28
|
43.43
|
3345.29
|
265.48
|
|
Other Income
|
175.22
|
0.29
|
30.46
|
21.86
|
|
Total Income
|
1665.50
|
43.72
|
3375.74
|
287.34
|
|
Less: Total Expenses
|
1294.93
|
40.13
|
3064.42
|
233.45
|
|
Profit Before Tax
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370.56
|
3.59
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311.33
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53.89
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Less: Tax Expenses
|
91.10
|
0.40
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95.12
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7.76
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|
Profit/(Loss) for the Year
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279.47
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3.19
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216.21
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46.13
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Other Comprehensive Income/ (Loss) for the year
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-
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-
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-
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-
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Total Comprehensive Income/ (Loss) for the year
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279.47
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3.19
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216.21
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46.13
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Earning per Equity Share (Basic and Diluted)
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0.87
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0.01
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0.65
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0.10
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COMPOSITE SCHEME OF ARRANGEENT
Your Directors are pleased to inform you that, the Board of Directors had at their meeting held on 15th September, 2022 approved the composite scheme of arrangement between Deep Energy Resources Limited (“Transferor Company 1” or “DERL”), and Savla Oil and Gas Private Limited (“Transferor Company 2” or “SOGPL”), with and into Praha Eergy Private Limited (“Transferee Company” or “PEPL”) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013, and other applicable laws including the rules and regulations (“Scheme”) with effect from the appointed date as 01st April, 2022.
The draft scheme is subject to the approval of the Stock Exchanges, SEBI and other regulatory authorities. The Company has filed the requisite application under Regulation 37 for seeking the “No-Objection Letters” from BSE Limited and National Stock Exchange of India Limited. Once “No-Objection Letter” received from the exchanges the Company, will move an application before the Hon’ble National Company Law Tribunal for further process.
The scheme and other documents are available on the website of the Company at http://www.deepenergv.ooo/composite-scheme-of-arrangement.html.
COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):
During the year under review, the Company’s Standalone total revenue from operations increased to ' 1490.28 Lakhs as against ' 43.43 Lakhs in the previous Financial Year. While the consolidated total revenue from operations increased to ' 3345.29 Lakhs as against ' 265.48 Lakhs in the previous financial year.
The Company’s Standalone net profit increased to ' 279.47 Lakhs as against ' 3.19 Lakhs in the previous year. On the other hand the consolidated net profit also increased to ' 216.21 Lakhs as compared to ' 46.13 Lakhs in the previous financial year.
Your Directors are expecting to achieve better results in time to come.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company.
SUBSIDIARY COMPANIES AND THEIR PERFORMANCE:
As on 31st Mach, 2023, the Company has three subsidiaries namely Deep Natural Resources Limited, Prabha Energy Private Limited and Deep Energy LLC.
The Financial performance of each of the subsidiary company for the financial year 2022-23 is as follows:
1. Deep Natural Resources Limited has earned total revenue of ' 243.11 Lakhs and total profit of ' 14.05 Lakhs during the financial year under review as compared to the total revenue of ' 232.34 Lakhs and total profit of ' 46.70 Lakhs during the preceding financial year.
2. Prabha Energy Private Limited has earned total revenue of ' 1,640.97 Lakhs and total profit of ' 9.61 Lakhs during the financial year under review as compared to the total revenue of ' 11.28 Lakhs and total profit of ' 3.75 Lakhs during the preceding financial year.
3. Deep Energy LLC has not earned any revenue during the financial year under review and during the preceding financial year.
During the year under review, Prabha Energy Private Limited became an unlisted material subsidiary Company. The policy for determining material subsidiaries as approved is available on the Company’s website at http://www.deepenergv.ooo/docs/Policv-on-determining-of-Material-Subsidiarv.pdf
CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.
The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the Company seeking such information on all working days during business hours upto the date of AGM. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered office of the Company. Further the financial statements of the Company and its subsidiary companies are available for inspection by the members at the Registered Office of the Company on all working days during business hours upto the date of the AGM as required under Section 136 of the Companies Act, 2013.
In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Company’s website www.deepenergy.ooo.
Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.
DIVIDEND:
In view of the future Capital expenditures, the Directors have decided to plough back the profits. Hence, no dividend has been recommended this year on equity shares of the Company.
TRANSFER TO RESERVES:
The Board of Directors of the Company has decided not to transfer any amount to General Reserves for the financial year 2022-23.
DEPOSITS:
The Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the rules made there under. Further, there were no unpaid or unclaimed deposit as on 31st March, 2023.
SHARE CAPITAL:
The authorized, subscribed and paid up Equity Share Capital of the Company as on 31st March, 2023 was ' 32.00 Crores. During the period under review, there were no change in the authorised, subscribed and paid-up share capital of the Company.
During the year under review, the Company has not:
i. issued any shares, warrants, debentures, bonds or any other convertible or non-convertible securities.
ii. issued equity shares with differential rights as to dividend, voting or otherwise.
iii. issued any sweat equity shares or employee stock option scheme.
iv. made any changes in the voting rights of the existing shareholders.
v. reduced the share capital or bought back shares or provided money for purchase of its own shares by employees or by trustees for the benefit of employees.
Further the Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2023, 99.99% of the equity shares of your Company were held in demat form.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.deepenergy.ooo. The same can be accessed through weblink http://www.deepenergy.ooo/annual-reports.html.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:
As on 31st March, 2023, your Company has three (3) subsidiaries. There were no company(ies) which became or ceased to be subsidiary, joint venture or associate company of the Company during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As at 31st March, 2023, your Company’s Board comprised of 6 (six) Directors, of which 1 (one) is Chairman and Non Executive Director, 2 (two) are Executive Directors and 3 (Three) are Independent Directors including 1 (one) women director. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.
a) Appointment/Re-appointment during the year:
Based on the recommendation of the Nomination and Remuneration Committee, Mr. Vishal Palkhiwala (DIN: 09695011) has been appointed as a Additional Executive Director of the Company w.e.f 13th August, 2022 and further regularized as an Executive Director of the Company at the 32nd Annual General Meeting held on 29th September, 2022.
b) Directors Retire by Rotation:
In accordance with the provisions of Section 152[6] of the Act and in terms of the Articles of Association of the Company, Mr. Shail Savla (DIN: 08763064), Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his appointment as Directors of the Company, liable to retire by rotation.
The Brief details of Mr. Shail Savla (DIN: 08763064) as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are annexed to the notice convening the Annual General Meeting which forms part of this Annual Report.
c) Resignations:
Mr. Ajay Kumar Singhania, had tendered his resignation from the office of Executive the Director of the Company w.e.f 01st July, 2022.
There was no other changes in the composition of the Board of Directors during the year under review, except as stated above.
d) Independent Directors:
The terms and conditions of appointment of Independent Directors are in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 ("Act”) read with Schedule IV to the Act.
As on 31st March, 2023, there were 3 (Three) Independent Directors on the Board of the Company including 1 (one) women Independent Director.
Declarations by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015 the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”). As per the provisions of the Companies Act, 2013, 2 (two) independent directors have qualified their online self assessment test and 1 (one) independent director has been qualified for the exemption from the said test.
Familiarization Programme for Independent Directors:
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Program are available on the website of the Company at www.deepenergy.ooo
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on 31st March, 2023:
1. Mr. Shail Savla, Managing Director
2. Mr. Vishal Palkhiwala, Executive Director
3. Mr. Shashvat Shah, Chief Financial Officer
4. Mr. Divyeshkumar Senjaliya, Company Secretary and Compliance officer
During the year under review, Ms. Dixita Soni, Company Secretary and Compliance officer of the Company had tendered her resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f closing of the business hours of 22nd October, 2022.
Mr. Divyeshkumar Senjaliya has been appointed as a Company Secretary and Compliance officer of the Company w.e.f 12th November, 2022 by the Board of Directors at their meeting held on the same date to fill the vacancy caused due to resignation of Ms. Dixita Soni.
There were no other changes in the Key Managerial Personnel of the Company during the year under review, except as stated above.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by the SEBI, the Board has carried out an annual evaluation of the performance of the Board, performance of the Directors and also evaluated the working of Committees of the Board after taking inputs from the Directors, on the basis of degree of fulfillment of key responsibilities and roles, Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, commitment, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.
The evaluation of Chairperson was co-ordinated by the Chairman of the Independent Directors meeting. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
During the year, 5 (five) meetings of Board of Directors were held. The details of composition, the number of meeting of Board of Directors held during the financial year under review and the number of meetings attended by each directors are given in the Corporate Governance Report which forms a part of this report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, 2 (Two) separate meetings of the Independent Directors were held during financial year 2022-23. Further details are mentioned in the Report of Corporate Governance, which forms a part of this report.
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on the Board Meeting and General Meeting.
AUDIT COMMITTEE:
The Company has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 read with the rules made there under and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the Committee are provided in the report of Corporate Governance, which forms a part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.
Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act) read with Rule made there under, the Company is required to spend at least 2% of the average net profits (calulated under section 198 of the Companies Act, 2013) made during the immediately three financial years towards CSR Expenditure. However, since the company does not falls under the threshold limits prescribed for the applicability of CSR obligation under section 135 of the Companies Act 2013, the company had not required to spend any amount on CSR activities for Financial Year 2022-23. Hence forth the disclosure required under Section 135 of the Companies Act, 2013 read with the rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this report.
The CSR policy is available on the Company’s website at www.deepenergy.ooo.
DIRECTOR’S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the financial statements of the Company for the financial year ended on 31st March, 2023, the Board of Directors state that :
a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed and there are no material departures;
b. 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 as at 31st March, 2023 and of the profit of the Company for the year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Annual Accounts for the financial year ended 31st March, 2023 have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively.
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee, framed a nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management of the Company. The salient features of the Nomination and Remuneration Policy of the Company is outlined in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the website of the Company at http://www.deepenergv.ooo/docs/Nomination%20 Remuneration Policv.pdf
PROHIBITION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Regulating, Monitoring and Reporting of trading of Insiders with a view to regulate, monitoring and reporting of trading in securities by the Directors and designated persons of the Company. The Company has formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board is responsible for implementation of the Code. The Policy is available on our website. www.deepenergy.ooo.
POLICY ON DETERMINATION OF MATERIALITY OF EVENT/INFORMATION:
The Company has adopted Policy on determination of materiality of events/information for the purpose of disclosure to the stock exchanges in accordance with the provisions of SEBI (Listing Obligations and Disclosers Requirements) Regulation, 2015. The Board from time to time revised the said policy pursuant to the amendments in the regulatory framework. The updated policy is available on the website of the Company at
http://www.deepenergv.ooo/docs/Policv-on-determination-of-Materialitv-of-Events-and-information.pdf.
RISK MANAGEMENT POLICY:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. It involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats both business and non-business risks. Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place a Risk Management Policy primarily focusing on identification, assessment, communication and management of risk in a cost effective manner - a holistic approach to managing risk.
At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism and provided direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company http://www.deepenergy.ooo.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to create a healthy & conductive working environment that enables women employees to work without fear of prejudice, gender and sexual harassment and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as a gross misconduct.
During the year under review there was only one female employee employed in the Company and she had also resigned from the services of the Company. The Company had organized an awareness programme to spread the awareness of this Act. Through this, the Company seeks to provide protection to its women employees against sexual harassment at work place and thereby provide mechanism for redressal of complaints relating to matters connected therewith or incidental thereto.
The following is a summary of sexual harassment complaints received, disposed off and pending at the end of the year.
(a) Number of complaints filed during the financial year : Nil
(b) Number of complaints disposed of during the financial year : Not Applicable
(c) Number of complaints pending as on end of the financial year: Nil
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and Material Orders passed by the Regulators or Courts or Tribunals which would the going concern status of the Company and its operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, the Company has not entered into any transactions with its related parties within the purview of Section 188 of the Act and accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not required.
The requisite disclosure as per IND-AS in relation to related party transaction are provided in the notes to the financial statements forming part of this report.
The policy of Related Party Transaction (RPT) is available on the website of Company and weblink of the same is http://www.deepenergv.ooo/docs/Related-Transaction-Policv.pdf.
PARTICULARS OF EMPLOYEES:
The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - A and forms part of this report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure- B to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review the Company has granted inter corporate loan under the provisions of Section 186 of the Companies Act, 2013. The details relating to Inter Corporate Loan given and guarantee provided, investment made by the Company are given in the notes to the Financial Statements, which forms part of this Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:
The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.
CORPORATE GOVERNANCE:
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended 31st March, 2023 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - C which forms part of this report.
AUDITORS:
Statutory Auditors and their Report:
M/s. Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) were appointed as Statutory Auditors of the Company for a period of 5 consecutive financial year at 32nd Annual General Meeting held on 29th September, 2022 to conduct the statutory audit from financial year 2022-23 to financial year 2026-27.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in their audit report and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Secretarial Auditors & Secretarial Audit Report:
Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had at their meeting held on 30th May, 2022 appointed M/s. Ashish Shah & Associates, Practicing Company Secretaries, Ahmedabad, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2022-23.
The Secretarial Audit Report for the Financial Year 2022-23 carried out by M/s. Ashish Shah & Associates, (CP No.:5974, FCS: 4178) is annexed herewith as Annexure - D. There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 29th May, 2023 has appointed Mr. Ashish Shah, Practicing Company Secretary (Membership No. 5974 & Certificate of Practice No. 4178) Proprietor of M/s. Ashish Shah & Associates as a Secretarial Auditors of the Company to carry out Secretarial Audit for the financial year 2023-24.
Further, as per the requirements of the Listing Regulations, Secretarial Auditors of Prabha Energy Private Limited (unlisted material subsidiary of the Company) have undertaken secretarial audit for the financial year ended 31st March, 2023. The Secretarial Audit Reports of such unlisted material subsidiary i.e. Prabha Energy Private Limited is appended as Annexure-E. There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report.
Internal Auditors:
The Board had in its meeting held on 30th May, 2022 appointed M/s. Manubhai Shah & LLP, Chartered Accountants (ICAI Firm Registration Number 106041W/W100136) as Internal Auditors of the Company for the Financial Year 2022-23 on such terms and conditions including remuneration as may be mutually agreed from time to time between the Internal Auditors and the Company on the basis of recommendation by the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure -F which forms part of this report.
COST RECORDS AND AUDIT:
Since, the Company does not falls under the criteria in terms of turnover prescribed for the applicability of the Cost Records and its Audit under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement of Cost Record and its audit was not applicable to the Company for the financial year 2022-23.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees either to the Central Government or the Audit Committee/Board under section 143(12) of the Companies Act, 2013.
INSURANCE:
All movable properties as owned by the Company continued to be adequately insured against risks.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions during the year under review:
a. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
b. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions. AKNOWLEDGEMENTS:
Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.
Our Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.
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