DIRECTORS' REPORT TO, THE MEMBERS CONFIDENCE PETROLEUM INDIA LIMITED, Your Directors have pleasure in presenting the 21th Annual Report of the Company, together with the audited accounts for the year ended 2014-15. The summarized results for the year ended 31st March 2015 are as under: CONSOLIDATED FINANCIAL STATEMENTS As required under Clause 32 of Listing Agreements and in compliance with the Accounting Standard 21, Consolidated Financial Statement of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company OPERATIONAL REVIEW & FUTURE PROSPECTS During the period under review, The turnover of the company increased from Rs. 23797.35 Lacs to Rs. 26757.84 Lacs representing 12.44% increment of previous year while profitability of the company has decline from Rs. 208.04 Lacs to loss of Rs.2303.35 Lacs by 1207.16%. This was due to uncertainty of Production cost & LPG gas prices & also due to Loss on Account of Hud hud Cyclone. From the Consolidated Profit and Loss Account for the financial year 2014-15, it may be observed that the Turnover increase by 14 per cent to Rs. 308.19 Lacs as compared to Rs. 270.24 Lacs in the previous year. but profit after tax and after minority interest for the year has decline from Rs. 217.21 Lacs to loss of Rs. 2297.83 Lacs. The Board of Director are trying their best to improve the performance of the company. Further the company has expanded its business in new products and services. The Details are as below The company has engage in business of cylinder manufacturing for Domestic as well as commercial use. LPG Cylinder manufacturing facility produces 4-14 Kg - Domestic Cylinder, 15 -17 Kg - Commercial Cylinders, 21-35 Kg Special purpose/ Auto LPG Cylinders. With 7 manufacturing units, the company ensures the best quality material combined with superior workmanship. As the one of the largest LPG Cylinder manufacturer of India & with expanded customer base, the company in view to further expansion with more efficient plants, technical knowhow & research. The Company successfully engage in the business of CNG & High Pressure Cylinder manufacturing, Packed Cylinder in the Brand name of " Go Gas", LPG & CNG Meters, LPG bottling services with 51 established plants with expansion year by year, Auto LPG Dispensing Stations having more than 100 plants across pan India, Hot repairs & transportation are the emerging segment of the company in which company recorded growth significantly. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed review of operational performance and future outlook of the Company is given under the Management Discussion and Analysis Report which forms part of this Report CORPORATE GOVERNANCE REPORT As required by the Clause 49 of the Listing Agreement with stock exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of corporate governance forms part of this report. PUBLIC DEPOSITS During the year ended 31st March, 2015, your Company has not accepted any deposits from the public. There is no deposit remained unpaid/unclaimed at the end of the financial year. The Company has take deposit from customer against cylinders as part of business. DIRECTOR During the year under Review, the shareholders/members confirm the appointment of Mr. Mr. Sumant Sutaria (DIN 00298428), Mr. Ashish Bilakhiya (DIN 03626348) & Mr. Jigar Vora (DIN 06613973) as Independent Director of the company for the Period of Five years. W.e.f. 30th September, 2014. Mr. Nalin Khara Mr. Nalin Khara (DIN- 00295604) Executive Director of the company has resigned the company w.e.f. 14th Auguest, 2015. In accordance with the provisions of Sections 149 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") Mrs. Mansi Deogirkar (DIN 07269038) was appointed as non executive Independent Director of the Company who hold the office till the conclusion of ensuing Annual General Meeting and being eligible for Independent Woman-Director for the period of 5 Year. None of the Independent Director will retire at the ensuing Annual General Meeting of the Company. Mr. Elesh Khara (DIN- 01765620), Directors are due to retire by rotation and being eligible for reappointment has offered them-selves for reappointment. The Board proposes them for reappointment as Directors liable to retire by rotation at the forthcoming Twenty First Annual General Meeting of the Company. INDEPENDENT DIRECTORS All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to 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 & fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the Profit of the Company for that period. c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) They have prepared the annual accounts of the Company on a going concern basis. e) They have laid down internal financial controls in the company that are adequate and were operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating efficiently. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report and in Management Discussion and Analysis. CORPORATE SOCIAL RESPONSIBILITY (CSR) In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Executive and Independent Directors. CSR Committee of the Board has developed a CSR Policy and uploaded on the website of the Company. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism has been uploaded on the website of the Company. AUDITORS AND AUDITOR'S REPORT i) M/S. Bhandari & Associates, Chartered Accountant, Mumbai, retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The retiring auditors, having furnished a certificate of their eligibility for re-appointment under section 141 of the Companies Act, 2013 and. The board recommends their reappointment. The observation made by the auditors read together with the relevant notes thereon, are self explanatory. Due to the change in the method of Depreciation as specified in Schedule II to the Companies Act, 2013, depreciation for the year ended March 31, 2015 is higher and the profit before tax is lower by Rs 737.05 Lacs & carrying amount of Rs 431.62 Lakhs was adjusted against retained earnings. The Hudhud cyclone badly affected the Plant of the company situated in Vizag hence resulting in loss of assets having WDV Rs 2365.18 Lacs (Gross Block Rs 4546.40 Lacs). The loss for Rs 1583.66 Lacs is accounted for net of Insurance claim. COST AUDITORS AND COST AUDIT REPORT M/s. Narendra Peshne & Associates, Cost Accountants, Nagpur, was appointed as Cost Auditors of the company to conduct the audit of Cost Accounts maintained by the company. The Company has received the cost audit report from the cost auditor for the financial year 2014-15. SECRETARIAL AUDITOR The Board of Director of the company has appointed M/s. Siddharth Sipani & Associates , Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015. The Secretarial Audit Report contained the adverse remarks which will be ratified soon. INTERNAL CONTROL SYSTEM / FINANCIAL CONTROL The Company's internal control system comprises audit and compliance by in-house Internal Audit Division. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and internal Auditors to the Audit Committee of the Board. RELATED PARTY TRANSACTION The Company has not entered any transaction with related parties except remuneration to Director. There were no materially significant Related Party transaction i.e. transaction of material nature, that may have potential conflict with the interest of the company at large. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92 The Extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is annexed herewith. SUBSIDIARIES AND ASSOCIATE COMPANIES A disclosure required under Section 129 of the Companies Act, 2013 & Rules made thereunder is enclosed as Annexure CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below; A) CONSERVATION OF ENERGY Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at different sites of execution of various projects. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient. Energy conservation items : Nil (B) TECHNOLOGY ABSORPTION Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower. Technology Absorption items : Nil MEETING OF THE BOARDS The Board of Directors duly met 5 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows: 30th May, 2014; 13th August, 2014; 13th November, 2014 14th February, 2015 and 31st March, 2015 AUDIT COMMITTEE In terms of Section 177 of the Companies Act, 2013 read with rule 6 of the companies ( Meeting of Boards and its Power) Rules, 2014, the Audit Committee of the Board consist of Mr. Sumant Sutaria- Chairman, Mr. Ashish Bilakhiya, & Mr. Elesh Khara as a good practice of Corporate Governance. The recommendations made by the Committee were accepted by the board. NOMINATION AND REMUNERATION COMMITTEE In terms of Section 178 of the Companies Act, 2013 read with rule 6 of the companies ( Meeting of Boards and its Power) Rules, 2014, The Nomination And Remuneration Committee of the Board consist of Mr. Sumant Sutaria-Chairman, Mr. Ashish Bilakhiya, & Mr. Elesh Khara as a good practice of Corporate Governance. INTERNAL COMPLIANT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company has in place the Internal Compliant Committee Under The Sexual Harassment of Women At Workplace ( Prevention, Prohibition & Redressal) Act, 2013. The Primary objective of the said committee is to provide protection against sexual harassment of women at work place and prevention and redressal of the complaint for the matter connected therewith or incidental therero. LISTING OF SHARES The Equity Shares of the company are listed on Bombay Stock Exchange Ltd. The Company has paid Annual Listing Fees for the stock exchange for the Financial Year 2014-15. GENERAL Your Director state that, no disclosure or reporting are made on the following items as there were no transactions initiated during the year under review. The company has not issued Dividend, any shares or debenture & not enter any related party transaction. The company has not paid salary more than Rs.50 Lacs to any Director or KMP or any Employee. The company has received show cause notice in 2011 by Ministry of Corporate Affairs for violation of section under companies Act, 1956. Further the Company has initiated the Compounding of said offences before Regional Director, Mumbai & completed the same. ACKNOWLEDGEMENT Your directors wish to place on record their appreciation of the admirable support received from the company's bankers, employees and all other stakeholders connected with the company. For and on behalf of the Board Director SD/- Nitin Khara Managing Director SD/- Elesh Khara Director Place: Nagpur Date : 03/09/2015 |