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Directors Report of Confidence Petroleum India Ltd.

Mar 31, 2023

DIRECTOR''S REPORT

To,

The Members

Confidence Petroleum India Limited,

On behalf of the Board of Directors, I am delighted to present the 29th Board’s Report of your
Company, along with Audited Standalone and Consolidated Financial Statements for the Financial
Year 2022-23
. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.

1. FINANCIAL HIGHLIGHTS ( Standalone and Consolidated)

The Financial highlights for standalone and consolidated for the financial year ended 2022-23 is
summarized as below:

Particulars

STANDA

lLONE

CONSOLIDATED

2022-23

2021-22

2022-23

2021-22

Revenue from operations

204810

127797

220883

142769

Add: Other Income

573

677

456

640

Less: Expenditure

185568

110886

198620

124168

Operating Profit (PBIDT)

19815

17588

22718

19242

Less: Interest & Financial Charges

1503

643

2215

929

Less: Depreciation

7128

6184

8505

6675

Profit Before Tax & Exceptional Item

11184

10761

11998

11638

Less: Exceptional Item

-

-

-

-

Less: Extraordinary Item

-

-

-

-

Profit Before Tax

11184

10761

11998

11638

Less: Provision for Taxation:

1) Current Tax:

2618

3127

2850

3300

2) Prior period tax adjustment:

-

-

1

-

3) Deferred Tax:

395

(437)

333

(419)

Profit after Tax

8172

8070

8814

8756

Earnings Per Share (EPS)

2.88

2.84

3.27

3.16

2. PERFORMANCE AND THE STATE OF THE COMPANY''S AFFAIRS2.1 COMPANY''S PERFORMANCE (STANDALONE & CONSOLIDATED)

During the financial year 2022-23, the Company has witnessed impressive financial results with
robust revenue growth, improved profitability and healthy cash flows which has enabled us to
expand our operations. The improvement in cash flow was primarily driven by strong collections
along with sales ramp up and effective cost control measures implemented by the Company.

On a standalone basis, your Company''s Total Sales Revenue to Rs. 204810 Lakhs for the current
year as against Rs. 127797 Lakhs in the previous year, recording and increase of 60.26 %. Your
Company''s net profits increased to Rs. 8172 Lakhs for the current year as against Rs. 8070 Lakhs in
the previous year recording an increase of 1.26%.

On a consolidated basis, your Company''s Total Revenue increased to Rs. 220883 Lakhs for the
current year as against Rs. 142769 Lakhs in the previous year, recording and increase of 54.71%.
Your Company''s net profits increased to Rs 8814 Lakhs in the current year as against Rs. 8756
Lakhs in the previous year, recording and increase of 0.66%.

On Standalone basis, your Company''s Earnings Per Share increased to 2.88 for the current year as
against 2.84 in the previous year.

On Consolidated basis, your Company''s Earnings Per Share increased to 3.27 for the current year as
against 3.16 in the previous year.

2.2 ANNUAL PERFORMANCE

Details of the Company''s annual financial performance as published on the Company''s website and
presented during the Analyst Meet, after declaration of annual results; can be accessed on the
Company''s website.

2.3 COMPANY''S AFFAIRS/ CURRENT BUSINESS

Demonstrating a robust performance in FY 2022-23, your Company is now strategically positioned
to amplify its growth trajectory your company, today, is on an expansion spree in all its verticals. In
LPG Bottling, your company. Your company at present operates Sixty Six (66) strategically
positioned LPG bottling plants, two hundred forty-eight (248) Auto LPG Dispensing Stations and 15
LPG Cylinder Manufacturing Units including unit controlled and operated by subsidiaries.

3. DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has
approved and adopted a Dividend Distribution Policy. The policy details various considerations
based on which the Board may recommend or declare Dividend, Company''s dividend track record,
usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital
Allocation policy are available on the Company''s website at www.confidencegroup.co /content/ .The
Board of Directors has Recommended a Final Dividend of 10% i.e., 0.10 per equity share on the
Face value of Rs.1/-each for the financial year 2022-23 subject to approval of shareholders at the
ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The
dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The
Dividend Distribution Policy of the Company is available on the Company''s website.

4. SHARE CAPITAL

During the year, The company has allotted 2,00,00,000 Convertible Warrant at conversion rate 1:1
to promoter and others on preferential basis at Rs. 63.50 per warrant.

Further, after the closure of the financial year and till the date of this report, 8,80,000 warrant has
been converted into 8,80,000 Equity shares of Rs. 1 each and hence the paid-up share capital of the
company has increased from Rs. 28,40,11,923 (28,40,11,923 Equity shares of Rs. 1 each) to Rs.
28,48,91,923 (28,48,91,923 Equity shares of Rs. 1 each).

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the year ended 31st March 2023.

Appropriations to general reserves for the financial year ended 31st March, 2023, as per standalone
and consolidated financial statements were:

Standalone

Consolidated

Net profit for the year

8172

9278

Balance of Reserves at the
beginning of the year

56203

66604

Balance of Reserves at the
end of the year

67266

78495

For complete details on movement in Reserves and Surplus during the financial year ended 31st
March, 2023, please refer to the Statement of Changes in Equity included in the Standalone and
Consolidated financial statements on this Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Other than stated elsewhere in this report, there are no material changes and commitments
affecting the financial position of the Company between the end of the financial year and the date of
this report.

7. PUBLIC DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the rules framed thereunder during the year under review. The Company
does not have any unclaimed deposits as of date. However, the company has deposit on Cylinders
from new customers and these deposits are secured against cylinders supplied to them.

8. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on an arm’s
length basis and were in the ordinary course of business Prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are of a foreseeable and
repetitive nature and further would be executed on arm’s length basis and in the ordinary course of
business.

Further, a statement giving details of all Transactions executed with Related Parties is placed
before the Audit Committee for its approval/ ratification. Policy on Materiality of Related Party

Transactions and Dealing with Related Party Transactions as approved by the Board is uploaded on
CPIL’S Website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis CPIL. particulars of
contracts or arrangements with Related Parties referred to in Section 188 (1) of the Companies Act,
2013, as prescribed in Form AOC - 2 of the Companies (Accounts) Rules, 2014 is enclosed as
Annexure to this Report.

9. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company has 17 (Seventeen) subsidiaries including 3 (Three) step down subsidiaries held by
Confidence Futuristic Energeteh Limited ( Subsidiary of Confidence Petroleum India Limited) as on
31st March, 2023. There are 6 (Six) associates or joint venture including 1 (One) step down
associates held by Confidence Futuristic Energeteh Limited companies within the meaning of
Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of
the business of the subsidiaries. The company during the year has sold one of the 100 % Non
Material subsidiary M/s Gaspoint Bottling Private Limited.

In accordance with Section 136 of the Act, the audited financial statements, including the CFS and
related information of the Company and the financial statements of each of the subsidiary and
associate companies, are available on our website. The Company does not have a material
subsidiary.

A statement containing the salient features of financial statements of subsidiaries/ joint venture
companies of the Company in the prescribed Form AOC - 1 forms a part of Consolidated Financial
Statements (hereinafter referred to as “CFS”) in compliance with Section 129(3) and other
applicable provisions, if any, of the Act read with Rules
.

10. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of governance and maximizing
shareholder value legally, ethically and sustainably. The report on Corporate Governance as per the
Listing Regulations forms part of the Annual Report. Certificate from the Auditors of the Company
confirming compliance with the conditions of Corporate Governance is attached to the report on
Corporate Governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS [MDA] REPORT

The MDA for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations
and Disclosures Requirement) Regulations, 2015, is presented in a separate section forming part of
the Annual Report. The forward-looking statements made in the MDA are based on certain
assumptions and expectations of future events. The MDA Report, capturing your Company’s
performance, industry trends and other material changes with respect to your Company’s and its
subsidiaries, wherever applicable and provides a consolidated perspective of economic, social, and
environmental aspects material to your Company’s strategy and its ability to create and sustain
value to its key stakeholders.

The data, facts, figures and information given in the portions of MDA other than Company
performance have been taken from reports, studies and websites of the various credible agencies.

Management Discussion and Analysis Report which forms part of this Annual Report and is
incorporated herein by reference and forms an integral part of this report

12. COMPLIANCES WITH RESPECT TO INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, declaration(s) by all the Independent Director(s)
have been obtained stating that they meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors has appointed by the Board possess various skills/ expertise which are
required for the Directors in the context of the Company’s business for effective functioning such as
Leadership, Technology & Operational experience, strategic planning, Financial Regulatory, Legal
and Risk Management, Industry experience, Research & Development and Global business. Further,
all the Independent Directors are complying with the provisions of Section 150 of the Companies
Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014.

13. FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The Company has an orientation process/familiarization programme for its Independent Directors
that includes:

a) Briefing on their role, responsibilities, duties, and obligations as a member of the Board.

b) Nature of business and business model of the Company, Company’s strategic and operating
plans.

c) Matters relating to Corporate Governance, Code of Business Conduct, Risk Management,
Compliance Programs, Internal Audit, etc.

As a process, when a new Independent Director is appointed, a familiarization programme as
described above is conducted by the senior management team and whenever a new member is
appointed to a Board Committee, information relevant to the functioning of the Committee and the
role and responsibility of Committee members is informed. Each of our independent directors have
attended such orientation process/familiarization programme when they were inducted into the
Board.

As a part of ongoing training, the Company schedules quarterly meetings of business and functional
heads with the Independent Directors. During these meetings, comprehensive presentations are
made on various aspects such as business models, new business strategies and initiatives by
business leaders, risk minimization procedures and regulatory regime affecting the Company.

These meetings also facilitate Independent Directors to provide their inputs and suggestions on
various strategic and operational matters directly to the business and functional heads. The details
of the familiarization programme are available on the website of the Company.

14. CEO/ CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO/ CFO certification is attached with the annual
report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There has been no significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s future operations. However, Members’
attention is drawn to the statement on contingent liabilities, commitments in the notes forming
part of the Financial Statements.

16. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT U/S 143 OF THE COMPANIES ACT,
2013

During the year under review, none of the Auditors of the Company, has reported to the Audit
Committee under section 143(12) of the Companies Act, 2013, any instances of the fraud
committed by the Company, its officers and employees, the details of which would need to be
mentioned in the Board Report.

17. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and
strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled, and
a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in
advance facilitate them to plan their schedule and to ensure meaningful participation in the
Meetings. However, in case of a special and urgent business need, the approval is taken by passing
resolutions through circulation to the Directors, as permitted by law, which are noted in the
subsequent Board/Committee Meetings.

The Board met 11 (Eleven) times during the financial year 2022-23. The meeting details on the
composition of the Board, Committees, meetings held, and related attendance are provided in the
corporate governance report that forms part of this Annual Report. The maximum interval between
any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

18. COMMITTEES OF THE BOARD

With a view to ensure effective decision making, the Board of Directors has constituted various
Statutory and Non- Statutory Committees to have focused attention on crucial issues. The name of
such committees is given herein below.

S Audit Committee of Directors

S Nomination and Remuneration Committee

S Corporate Social Responsibility Committee

S Stakeholders Relationship Committee

S Risk Management Committee
S Management Committee

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the corporate
governance report.

19. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance
with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The
Company encourages its employees to report any incidence of fraudulent financial or other
information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished
price sensitive information and any conduct that results in violation of the Company’s code of
business conduct, to the management (on an anonymous basis, if employees so desire). Further,
your Company has prohibited discrimination, retaliation, or harassment of any kind against any
employee who reports under the Vigil Mechanism or participates in the investigation.

The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism.
No personnel of the Company were denied access to the Audit, Risk. The Vigil Mechanism and
Whistle-blower policy is available on the Company’s website.

20. LISTING OF SHARES

The Equity Shares of the company are listed on Bombay Stock Exchange Ltd and National Stock
Exchange of India Limited. The Company has paid Annual Listing Fees to the stock exchange for the
Financial Year 2022-23.

Further, after the closure of the financial year and till the date of this report, 8,80,000 warrant has
been converted into 8,80,000 Equity shares of Rs. 1 each. This new shares are under listing
approval from the Exchanges.

21. DIRECTORS & KMP21.1 CHANGE IN BOARD COMPOSITION

During the year, Mr. RATNESH KUMAR (DIN- 03158432) ceases to be the Independent Director of
the Company w.e.f. 04/05/2022.

21.2 RETIREMENT BY ROTATION:

In accordance with the provisions of section 152(6) of the Act and in terms of Articles of
Association of the Company to appoint a Director in place of Mr. Elesh Khara (DIN: 01765620) who
retires by rotation, and being eligible, offers himself for re-appointment. The Board recommends his
re-appointment.

21.3 INDEPENDENT DIRECTORS

The Board took on record the declaration and confirmation submitted by the independent directors
regarding their meeting the prescribed criteria of independence, after undertaking due assessment
of the veracity of the same as required under Regulation 25 of the Listing Regulations, 2015

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 in Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, on recommendation of Nomination and Remuneration committee, The board has
recommended the re-appointment of Mr. VAIBHAV PRADEEP DEDHIA (DIN: 08068912) as an
Independent Director for second consecutive/continuation term subject to approval of shareholder
in ensuing 29th Annual general Meeting.

21.4 KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY
2022-23 are:

• Mr. Nitin Khara, Chairman, Managing Director & Chief Executive Officer,

• Mr. Elesh Khara, Chief Financial Officer, and Executive Director,

• Ms. Prity Bhabhra - Company Secretary and Compliance Officer.

22. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

The CPIL’s current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions of
governance and management. As of 31st March, 2023, The details of Board and committee
composition, tenure of directors, areas of expertise and other details are available in the corporate
governance report that forms part of this Annual Report.

The policy of the Company on directors’ appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on
company’s website.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination
and Remuneration Policy of the Company. The Nomination and Remuneration committee has
recommended and approved the resolution for increase in remuneration of Mr. Nitin Khara
Managing Director of the company and Mr. Elesh Khara, Executive Director and CFO of the
company. This is placed in the notice and subject to approval of Shareholder in 29th Annual general
meeting.

23. DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors

\ \

and external agencies, including audit of internal controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company’s internal financial controls
were adequate and effective during FY 2022-23.

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state
and confirm that:

> In the preparation of Annual Accounts of the Company, the applicable Accounting Standards
have been followed along with proper explanation to material departures;

> 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 2022-23 and of the Profit of the
Company for that period.

> 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.

> They have prepared the annual accounts of the Company on a going concern basis.

> They have laid down internal financial controls in the company that are adequate and were
operating effectively.

> They have devised proper systems to ensure compliance with the provisions of all applicable
laws and these were adequate and operating efficiently.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, disclosure on particulars relating to Loans,
Guarantees and Investments are provided as part of the financial statements.

25. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is
available on the website of the Company at
www.confidencegroup.co.

26. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of the Company have formed a Risk Management Committee to frame,
implement and monitor the Risk Management Plan for the Company. The Committee is responsible
for monitoring and reviewing the Risk Management Plan and ensuring its effectiveness. The major
business and process risks are identified from time to time by the businesses and functional heads.
The Audit Committee has additional oversight around financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis.

Risk management forms an integral part of the management policies and is an ongoing process
integrated deeply into everyday operations. During the period under review, the Board of Directors
of the Company has revised roles and responsibilities of the Committee which are in keeping with
SEBI Listing Regulations and to ensure that the whole process of risk management is well
coordinated and carried out as per mitigation plan. The development and implementation of Risk
Management Policy has been covered in the Management Discussion and Analysis Report, which
forms part of this report.

27. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, of the Committees and of individual
Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought
the feedback of Directors on various parameters. In line with the Corporate Governance Guidelines
of the Company, Annual Performance Evaluation was conducted for all Board Members as well as
the working of the Board and its Committees. The Nomination and Remuneration Committee has
formulated criteria for Board evaluation, its committees’ functioning, and individual Directors
including Independent Directors and also specified that such evaluation will be done by the
Nomination and Remuneration Committee and the Board, pursuant to the Act and the Rules made
thereunder read with the SEBI Listing Regulations, as amended.

Evaluation of functioning of Board Committees is based on discussions amongst Committee
members and shared by the respective Committee Chairperson with the Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of
the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the
functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its
performance as per the parameters laid down by the Nomination and Remuneration Committee,
the evaluation of Individual Directors was carried out as per the laid down parameters,
anonymously in order to ensure objectivity. The Independent Directors of the Board also reviewed
the performance of the Non-Independent Directors and the Board, pursuant to Schedule IV to the
Act and Regulation 25 of the SEBI Listing Regulations.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is at the forefront of Corporate Social Responsibility and sustainability initiatives
and practices. Your Company believes in contributing to creating lasting impact towards creating a
more just, equitable, humane, and sustainable society.

The contents of the CSR policy and the CSR Report as per the format notified in the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021, is
attached as Annexure this report. CSR policy is also available on the Company’s website.

The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies
Act,2013, forms part of Board Governance, Nomination and Compensation Committee. The brief
details of CSR Committee are provided in the Corporate Governance Report.

We affirm that the implementation and monitoring of CSR activities follows the Company''s CSR
objectives and policy.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under section 134(3)(o) and Rule 9 of the Companies (Corporate Social Responsibility)
Rules, 2014, the annual report on CSR activities forming part of the Director’s Report is annexed as
Annexure to the Report.

30. AUDIT AND AUDITORS30.1 APPOINTMENT OF STATUTORY AUDITORS

The board in its meeting held on 14th August, 2023 subject to the approval of Shareholder in 29th
Annual General meeting, appointed
M/s. Singhi & Co., Chartered Accountants, Mumbai (FRN-
302049E),
as the Joint Statutory Auditors of the Company for a period of five (5) years i.e. from the
conclusion of this 29th Annual General Meeting till the conclusion of 34th Annual General Meeting
of the Company, and at such remuneration as may be fixed by the Board of Directors of the
Company on the recommendation of the Audit Committee.

Further, Koshal & Associates, Chartered Accountants, Mumbai (FRN 121233 W) has tender his
resignation as a Joint Statutory Auditor of the company w.e.f closing hour on 05th September, 2023.
Details with respect to resignation of Auditors of the Company as required under Regulation 30
Read with Schedule III of the Listing Regulations, SEBI Circular CIR/CFD/CMD/4/2015 dated
September 09, 2015 and CIR/CFD/CMD1/114/2019 dated October 18, 2019 has been disclosed to
Exchanges.

Further, M/s. L N J Associates., Chartered Accountants, (FRN-135772W), continues as joint
Statutory Auditor of the company and hence company.

30.2 STATUTORY AUDITOR''S REPORT

The Statutory Auditors of the company has given Qualified Auditors Report (Standalone and
Consolidated)
for the financial year, 2022-23 and has been annexed with this report; The
Observation raised in the Audit Report are as below along with their reply from the board.
Standalone Audit Report

Observation : The gratuity liability is to be provided as per Actuarial Valuation using PUCM (
Projected Unit Credit Method). The said gratuity liability is not provided in the absence of Actuarial
Valuation Report).

Reply : The liability for gratuity has already been provided however same has to be confirmed by
Actuary. the fair liability of gratuity will not be material as the employee turnover ratio is high and
do not complete the mandatory period of five years. However, as informed by the management, the
company has appointed the consultant for working the gratuity liability as per Actuarial Valuation
using PUCM and will be provided once the report of the consultant is received.

Consolidated Audit Report

Observation :

1. The gratuity liability of the group is to be provided as per Actuarial Valuation using PUCM (
Projected Unit Credit Method). The said gratuity liability is not provided in the absence of Actuarial
Valuation.

Reply : The liability for gratuity has already been provided however same has to be confirmed by
Actuary. The company has appointed the consultant for working the gratuity liability as per
Actuarial Valuation using PUCM liability for gratuity has already been done it will be confirmed /
revised once the report of the consultant is received.

2. In the absence of valuation report of the PPE from the registered valuer on acquisition date, the
net assets acquired has been calculated for the purpose of consolidation as per financial statement
as on 31.03.2022 duly certified by the statutory auditor of the subsidiary as per IND AS. The above
net assets and goodwill will be subject to change if any after receiving the valuation report from the
registered valuer and net assets acquired and goodwill will be recalculated following IND AS
principles.

Reply : the company has appointed the registered valuer for working of Goodwill Valuation and
quantitative impact is depend on pending report of registered valuer. The valuers report has now
been received, the valuation will not make any impact on profitability of company.

30.2 COST AUDITORS AND COST AUDIT REPORT

Pursuant to Section 148(1) of the Companies Act, 2013 your Company is required to maintain cost
records as specified by the Central Government and accordingly such accounts and records are
made and maintained.

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, your Company is also required to get its cost accounting records
audited by a Cost Auditor.

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the
audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained
by the Company as required under Section 148(1) of the Act.

Accordingly, the Board, on the recommendation of the Audit Committee, re-appointed M/s.
Narendra Peshne & Associates
, Cost Accountants, Nagpur to conduct the audit of the cost
accounting records of the Company for FY 2023-24. The remuneration is subject to the ratification
of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 and is accordingly placed for ratification.

30.3 SECRETARIAL AUDITOR

Ms. Yugandhara Kothalkar, Practicing Company Secretary, Nagpur was appointed by Board of
Director to conduct the Secretarial Audit of the Company for the Financial year 2022-23 as required
under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith to this Report. The
report contains remark made by the Secretarial Auditors and comments as given below:

i) The Company has not disclosed the impact of Audit Qualification for the Financial Year-2021-22
as required under Regulation 33 of SEBI (LODR) 2015.

Reply : The company has dicslosed the impact of Audit Qualifiaction for the Financial Year-2021-22
after asertaning the facts and reports. The impact of audit qualifacation was not Material
considering the size of the company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of India and
such systems are adequate and operating effectively.

The Secretarial Standards i.e., SS-1 & SS-2 relating to meetings of the Board of Directors and
General Meetings, respectively have been duly followed by the Company.

32. CODES OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of
conduct for Independent Directors which suitably incorporates the duties of Independent Directors
as laid down in the Act. The Company has also adopted the Code of Conduct for its employees
including the Managing and Executive Directors.

33. INTERNAL CONTROL SYSTEM/ FINANCIAL CONTROL

CPIL has a robust and well embedded system of internal controls. This ensures that all assets are
safeguarded and protected against loss from unauthorised use or disposition and all transactions
are authorised, recorded and reported correctly. With all applicable laws and regulations and
facilitates optimum utilisation of the internal control system ensures compliance available
resources and protects the interests of all stakeholders. The Compliance initiatives taken by the
Company have been reported in the Corporate Governance Report, which forms part of this Report.

The internal audit plan is also aligned to the business objectives of the Company, which is reviewed
and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and
effectiveness of your Company’s internal control framework. Significant audit observations are
followed-up and the actions taken are reported to the Audit Committee. The Company’s internal
control system is commensurate with the nature, size and complexities of operations.

The key internal financial controls have been documented, automated wherever possible and
embedded in the respective business processes. Assurance to the Board on the effectiveness of
internal financial controls is obtained through 3 Lines of Defence which include:

a) Management reviews and self-assessment

b) Continuous controls monitoring by functional experts; and

c) independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company’s
internal financial controls are adequate and are operating effectively as intended.

34. 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.

(B) TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources. Your
Company has not undertaken 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.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred the following expenses in foreign currency during the financial year
2020-21. The rupee equivalent of that amount has been given hereunder.

Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is made under
following head.

Particulars

2022-23

2021-22

(In Lakhs)

(In Lakhs)

Outgoing

For Purchase of LPG

35,035.35

2950.02

For Oxygen / CNG Cylinders Raw material

-

9111.78

For Purchase of LPG / CNG Dispensers

127.27

63.45

For Purchase of CNG Dispensers

310.38

-

Earnings

Received against Investment in Equity of Foreign Subsidiary (1
Surya Go Gas, Indonesia) (Return on investment received)

f 74.57

91.04

35. INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder, the
Company has in place a policy which mandates no tolerance against any conduct amounting to
sexual harassment of women at workplace..

The Company is committed to providing a safe and conducive work environment to all its
employees and associates.

The Company periodically conducts sessions for employees across the organization to build
awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

During the year under review, there were no complaints pertaining to sexual harassment.

36. GENERAL

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

• There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation. However, Members
attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes
forming part of the Financial Statement.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company as on the date of this Report

• There was no application made or proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

37. CAUTIONARY STATEMENT

Certain statements made in the management discussion and analysis report relating to the
Company’s objectives, projections, outlook, expectations, estimates and others may constitute
‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual results
may differ from such expectations, projections and so on, whether express or implied. Several
factors could make a significant difference to the Company’s operations. These include economic
conditions affecting demand and supply, government regulations and taxation, natural calamities
and so on over which the Company does not have any direct control.

38. ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere
appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors, members and banks
during the year under review.

It will be the Company’s endeavour to nurture these relationships in strengthening business
sustainability.

For and on behalf of the Board DirectorSd/- Sd/-

Nitin Khara Elesh Khara

Managing Director & CEO Director & CFO

DIN: 01670977 DIN :01765620

Place: Nagpur
Date: 05/09/2023


Mar 31, 2018

The Directors have pleasure in presenting the 24th Annual Report of the Company, together with the audited accounts for the year ended 2017-18. The summarized results for the year ended 31st March 2018 are as under:

STANDALONE FINANCIAL RESULTS

The performance of the Company for the financial year ended 2017-18 is summarized below:

(Rs. In Lacs)

Particulars

STANDALONE

CONSOLIDATED

2017-18

2016-17

2017-18

2016-17

Net Revenue from operations

57364.22

48584.42

60674.91

49689.69

Add: Other Income

196.14

178.28

315.77

178.54

Less: Expenditure

50580.07

44589.04

53572.6

45566.25

Operating profit (PBIDT)

6980.29

4173.66

7418.08

4301.98

Less: Interest& Financial Charges

1051.52

1176.67

1208.96

1195.68

Less: Depreciation

2319

2350.79

2450.17

2415.97

Profit Before Tax & Exceptional Item

3609.77

646.20

3758.95

690.33

Less : Exceptional Item

0

0

0

0

Less : Extraordinary Item

0

0

0

0

Profit before Tax

3609.77

646.20

3758.95

690.33

Less: Provision for Taxation:

1) Current Tax:

899.98

155.31

908.74

155.30

2) Deferred Tax:

182.96

40.49

193.56

51.51

Profit after Tax

2526.83

450.40

2656.65

483.52

Balance Brought Forward

8065.73

7615.33

-

-

Appropriation:

Interim Dividend

(129.42)

-

(129.42)

-

Dividend Distribution Tax

(25.87)

-

(25.87)

-

Proposed Dividend

0

-

-

-

Additional Depreciation, net of deferred

0

0

0

0

tax as per Companies Act, 2013

Amount transferred to Balance Sheet

10437.27

8065.73

-

-

Earnings Per Share [EPS)

0.98

0.17

1.04

0.19

0.98

0.17

1.04

0.19

COMPANY''S PERFORMANCE

As required under Regulation 33 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. The Turnover increased by 22.11% and Profit after Tax after considering minority interest and profit from associates recorded at Rs. 2681.60 Lacs in the year under review.

OPERATIONAL REVIEW & FUTURE PROSPECTS

During the period under review, the standalone turnover of the company increased from Rs. 48584.42 Lacs to Rs. 57364.23 Lacs representing 18.07% increment of previous year while profitability of the company has increased from the previous Financial Year recording a profit of Rs. 450.39 Lacs to Rs. 2526.83 Lacs in the current year.From the Consolidated Profit and Loss Account for the financial year 2017-18, it may be observed that the Turnover increased by 22.11% to Rs. 60674.92 Lacs as compared to Rs. 49689.70 Lacs in the previous year and Profit after Tax and after minority interest for the year has an increment from Rs. 500.42 Lacs to profit of Rs. 2681.60 Lacs. The Company is expanding its business operations in the country by tapping new growth and expansion opportunities. The Board of Directors are working hard to improve the performance of the company.

During the financial year, the company performed very well in all the segment of the company, which contained Cylinder Division, LPG Division and Service &Refilling Division, ALDS ( Auto LPG Dispensing Stations) and the company is expecting good performance in coming year also.

The Company has acquire more than fifty percent shares of M/s- CONFIDENCE FUTURISTIC ENERGETECH LIMITED ( Formally Known As Globe Industrial Resources Limited) through open offer in accordance woith SEBI Guideline as applicabl. Now M/s Confidence Futurestic Energetech Limited is the Subsidary of the company as per the Companies Act, 2013

During the year, thriugh its subsidary CONFIDENCE FUTURISTIC ENERGETECH LIMITED, has launched the Blast proof Composite cylinders. The company looking for the good performence and demand in near future.

DIVIDEND:

The Dividend Distribution Policy framed in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and is also uploaded on the Company ''s website. The Company has declared an interim dividend of 5% i.e. Rs. 0.05/- per share on 25/11/2017 during the Financial Year 2017-18.The company has not declared any final Dividend.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PUBLIC DEPOSITS

During the year ended 31st March, 2018 your Company has not accepted any deposits from the public, other than deposit on Cylinders from new customers. Further these deposits are secured against cylinders supplied to them. There is no other deposit remained unpaid/unclaimed at the end of the financial year.

RELATED PARTY TRANSACTIONS

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Form AOC - 2 has been annexed to this report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

A disclosure required under sub-section (3) of Section 129 of the Companies Act, 2013 & Rules made thereunder is enclosed as Annexure in Form AOC-1.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is committed to maintain high standards on Corporate Governance as required by the Listing Agreement. A detailed report on the Corporate Governance practices followed by the Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed to this report.

Your Company has complied with Regulation 27 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT [MDA]

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 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS:

The 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 Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

MEETINGS OF THE BOARD

The Board of Directors duly met Ten(10) times during the financial year from 01st April, 2017 to 31st March, 2018. The dates on which the meetings were held are as follows:

April-June-2017

July-September-2017

0ctober-Decemebr-2017

January-March-2018

01/04/2017

02/09/2017

25/11/2017

14/02/2018

09/05/2017

14/09/2017

16/12/2017

27/03/2018

30/05/2017

-

22/12/2017

-

COMMITTEES OF THE BOARD:

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. Vaibhav Dedhia - Chairman, Mr.Sumant Sutaria , & Mr. Elesh Khara as members. The recommendations made by the Committee were accepted by the board. (Mr. Ashish Bilakiya Resigned from Company & Committee w.e.f. 25/11/2017)

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, Mrs. Mansi Deogirkaras members and Mr. Vaibhav Dedhia as members [Mr. Ashish Bilakiya Resigned w.e.f. 25/11/2017].

STAKEHOLDERS RELATIONSHIP/ GRIEVANCE COMMITTEE

In terms of Section 178 of the Companies Act, 2013 read with Regulation 20 of the SEBI Listing Regulations. The Stakeholders'' relationship Committee consists of Mrs. Mansi Deogirkar- Chairman, Mr. Nitin Khara as Member and Mr. Vaibhav Dedhia as members [Mr. Ashish Bilakiya Resigned w.e.f. 25/11/2017].

MANAGEMENT COMMITTEE

The Management Committee consists of Mr. Nitin Khara - Chairman, Mr. Vaibhav Dedhia and Mr. Elesh Khara as members.

CORPORORATE SOCIAL RESOPOSSIBILTY COMMITTEE

The CSR Committee consists of Mr. Nitin Khara - Chairman, Mrs. Mansi Deogirkar and Mr.Elesh Khara as members

VIGIL MECHANISM

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

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 2017-18.

DIRECTORS

RETIREMENT BY ROTATION:

In accordance with the provisions of section 152(6) of the Act and in terms of Articles of Association of the Company Mr. Elesh Khara (DIN: 01765620) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

RESIGNATION OF DIRECTOR:

Ashish Bilakhia (DIN: 03626348) resigned from the post of director on 25th November, 2017 and the Company accepted the resignation thereof in accordance of the provisions of Section 168 of the Companies Act, 2013.

APPOINTMENT OF DIRECTOR :

The company has appointed Mr. Vaibhav Pradeep Dedhia (DIN : 08068912) as an Additional Director w.e.f. 14/02/2018, his appointment has made in accordance with the Act who hold the office till the conclusiton of the Annual General Meeting. Mr. Vaibhav Pradeep Dedhia Fulfil the criteria of Independence Director and appointment subject to approval of Shareholder in Annual Gemeral Meeting.

The company has appointed Mr. Supratim Subimal Basu (DIN : 01910081) as an Additional Director w.e.f. 25/07/2018, his appointment has made in accordance with the Act who hold the office till the conclusiton of the Annual General Meeting. Mr. Supratim Subimal Basu qualifed to act as Non-Executive Director of the company and appointment subject to approval of Shareholder in Annual Gemeral Meeting.

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 in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

- In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departures;

- 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 2017-18 and of the Profit of the Company for that period.

- 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.

- They have prepared the annual accounts of the Company on a going concern basis.

- They have laid down internal financial controls in the company that are adequate and were operating effectively.

- They have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating efficiently.

KEY MANAGERIAL PERSONNEL

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of theCompanies Act, 2013 following existing executives of the Company have been designated as the Key Managerial Personnel of the Company.

Mr.Nitin Khara - Chairman, Managing Director & Chief Executive Director,

Mr.Elesh Khara - Chief Financial Officer and Executive Director,

Ms.Prity Bhabhra - Company Secretary and Compliance Officer.

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.

EXTRACT OF THE ANNUAL RETURN [MGT-9] 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.

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.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to Section 134 sub-section 3(p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014 and Schedule IV - "Code for Independent Directors" of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As provided in Section 135 of the Companies Act, 2013 every Company fulfilling the criteria mentioned is required to constitute a CSR Committee and is mandated to comply with the conditions mentioned therein.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under section 134 (3) (o) and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, the annual report on CSR activities forming partof the Directors Report is annexed as Annexure.

AUDITORS AUDITORS AND AUDITOR''S REPORT

The Audit report submitted by them is complete and annexed to this annual report. The observation made by the auditors read together with the relevant notes thereon, are self-explanatory and do not call any comments.

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 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed CS Yugandhara Kothalkar, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith to this Report. The report doesn''t contain any remark made by the Secretarial Auditors and do not call any comments

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.

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.

(B) TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not undertaken 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.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred the following expenses in foreign currency during the financial year 2017-18. The rupee equivalent of that amount has been given hereunder;

Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is made under following head: [Refer Notes to accounts: Note28, Sub-note 16 Part E to I]

Particulars

2017-18 ( In Lacs)

Outgoing

For Purchase of LPG(High Seas purchase payment made in INR)

5073.39

For Purchase of LPG Dispensers

152.02

Earnings

For Investment in Equity of Foreign Subsidiary (PT Surya Go Gas, Indonesia) Return on investment received

79.17

INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place the Internal Complaint 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 thereto. Mrs. Neha Khara has been re-appointed to head the Committee.

GENERAL

Your Directors state that, no other disclosure or reporting is to be madeseparately on any other items requiring explanation during the year under review. The company has not issued Dividend, any shares or debenture.

CAUTIONARY STATEMENT

Certain Statements in the "Directors'' Report" and in the "Management Discussion & Analysis" describing the Company''s objectives, estimates and expectations may be'' forward - looking statements'' within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied.

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/- SD/-

NitinKhara EleshKhara

Managing Director Director

DIN :01670977 DIN :01765620

Place: Nagpur

Date:31/08/2018


Mar 31, 2016

To,

The Members

Confidence Petroleum India Limited,

The Directors have pleasure in presenting the 22nd Annual Report of the Company, together with the audited accounts for the year ended 2015-16. The summarized results for the year ended 31st March 2016 are as under:

1. STANDALONE FINANCIAL RESULTS

The performance of the Company for the financial year ended 2015-16 is summarized below:

Particulars

FY 2015-16

FY 2014-15

(Rs. In Lacs)

(Rs. In Lacs)

Net Revenue from operations

35194.85

26757.84

Less: Expenditure

(31608.68)

(23506.11)

Operating profit (PBIDT)

3586.17

3251.72

Less: Interest& Financial Charges

(1087.76)

1089.23

Less: Depreciation

(2228.21)

(2826.15)

Profit Before Tax& Exceptional Item

270.19

(663.66)

Less : Exceptional Item

0

0

Less: Extraordinary Item

0

(1583.66)

Profit before Tax

270.19

(2247.32)

Less: Provision for Taxation:

1) Current Tax:

(40.96)

0

2) Deferred Tax:

(42.52)

(56.03)

Profit after Tax

186.70

(2303.35)

Balance Brought Forward

186.70

(2303.35)

Appropriation:

Interim Dividend

0

0

Proposed Dividend

0

0

Additional Depreciation, net of deferred tax as per Companies Act, 2013

0

431.61

Amount transferred to General Reserve

145.24

145.24

Amount transferred to Balance Sheet

17011.18

(16824.47)

Earnings Per Share (EPS)

0.07

(0.89)

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 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. The Turnover increased by 15.56% and Profit after Tax recorded a profit of Rs.106.56Lacs in the year under review.

OPERATIONAL REVIEW & FUTURE PROSPECTS

During the period under review, the turnover of the company increased from Rs. 26757.84Lacs to Rs. 35194.85 Lacs representing 31.53% increment of previous year while profitability of the company has recovered from a loss from the previous Financial Year with the current year recording a profit of Rs. 186.70 Lacs. From the Consolidated Profit and Loss Account for the financial year 2015-16, it may be observed that the Turnover increased by 15.56% to Rs. 35616.43Lacs as compared to Rs. 30819.53 Lacs in the previous year and Profit after Tax and after minority interest for the year has an increment from loss of Rs. 2297.83 Lacs to profit of Rs. 106.56 Lacs. The Company is expanding its business operations in the country by acquiring new premises to start new bottling plants and branch offices and divisional manufacturing of its various petroleum and LPG products. The Board of Directors are working hard to improve the performance of the company. The Details are as below:

The company is one of the largest LPG Cylinder manufacturer of India with 7 manufacturing units and 51 established plants, the company is working towards further expansion with more efficient plants, technical research &knowhow.

The workings of the Company Division-wise are as under:

- Cylinder Division:

The Company is engaged in business of cylinder manufacturing for Domestic as well as commercial use. The Company successfully engages in the business of LPG & Auto LPG manufacturing, Packed Cylinder in the Brand name of “Go Gas”, LPG bottling services and refilling services with 51 established plants with expansion year by year. Due to the dismantling of LPG subsidy by the Government, the illegal sales of cylinders have shown a downfall, which is proving advantageous to your Company with its sales and profitability rising.

- LPG Division:

The Company being one of the largest LPG Cylinder manufacturers of India has manufactured cylinders of all sizes including 4-14, 15-17, 21-35 Kg in capacity.

The LPG/CNG Cylinder manufacturing segment includes production and marketing operations of cylinder.

The LPG Bottling & Marketing segment includes bottling of LPG & supplies for commercial usage.

- Service &RefiUing Division:

The results of segment-wise reporting of the Company show an increase of 59.59% in the Revenue from the Refilling &LPG Trading Division. The increase in the business of the Company is visible through its performance in various segments as depicted in comparison to the previous Financial Year.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31stMarch, 2016.

PUBLIC DEPOSITS

During the year ended 31stMarch, 2016 your Company has not accepted any deposits from the public, other than deposit on Cylinders from new customers. Further these deposits are secured against cylinders supplied to them. There is no other deposit remained unpaid / unclaimed at the end of the financial year.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. The Company has entered into related party transactions in the ordinary course of business and on Arm''s Length Basis. Accordingly, Form AOC-2 does not form part of the report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

A disclosure required under sub-section (3) of Section 129 of the Companies Act, 2013 & Rules made there under is enclosed as Annexure in Form AOC-1.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is committed to maintain high standards on Corporate Governance as required by the Listing Agreement. A detailed report on the Corporate Governance practices followed by the Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed to this report.

Your Company has complied with Regulation27 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT [MDA]

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 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.

MEETINGS OF THE BOARD

The Board of Directors duly met Six (6) times during the financial year from 01stApril, 2015 to 31stMarch, 2016. The dates on which the meetings were held are as follows:

30th May, 2015; 24th July, 2015; 14th August, 2015; 09th September, 2015; 12th February, 2016; 22nd March, 2016

COMMITTEE''S OF THE BOARD :

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. Ashish Bilakhiya -Chairman, Mr. Sumant Sutaria , & Mr. Elesh Khara. 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. Jigar Vora.

STAKEHOLDER''S RELATIONSHIP/ GRIEVANCE COMMITTEE

In terms of Section 178 of the Companies Act, 2013 read with Regulation 20 of the SEBI Listing Regulations. The Stakeholders'' relationship Committee is consists of Mr. Jigar Vora- Chairman, Mrs. Mansi Deogirkar & Mr. Nitin Khara.

VIGIL MECHANISM

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

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 2015-16.

DIRECTORS RETIREMENT BY ROTATION:

In accordance with the provisions of section 152(6) of the Act and in terms of Articles of Association of the Company Mr. Jigar Vijaykumar Vora (DIN: 06613973) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

RESIGNATION OF DIRECTOR:

Nalin Khara (Executive Director) resigned from the post of director on 14th August, 2015 and the Company accepted the resignation thereof in accordance of the provisions of Section 168 of the Companies Act, 2013.

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 in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

- In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departures;

- 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 2015-16 and of the Profit of the Company for that period.

- 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.

- They have prepared the annual accounts of the Company on a going concern basis.

- They have laid down internal financial controls in the company that are adequate and were operating effectively.

- They have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating efficiently.

KEY MANAGERIAL PERSONNEL

Pursuant to the Section 203 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and other applicable provisions and rules of theCompanies Act, 2013 following existing executives of the Company have been designated as the KeyManagerial Personnel of the Company.

Mr.NitinKhara - Chairman, Managing Director & Chief Executive Director,

Mr.EleshKhara - Chief Financial Officer andExecutive Director,

Ms.KarishmaJaisingh - Company Secretary andCompliance Officer.

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.

EXTRACT OF THE ANNUAL RETURN [MGT-9] 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.

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.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to Section 134 sub-section 3(p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014 and Schedule IV - “Code for Independent Directors” of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As provided in Section 135 of the Companies Act, 2013 every Company fulfilling the criteria mentioned is required to constitute a CSR Committee and is mandated to comply with the conditions mentioned therein.

Your Company does not fall into the category and thus it is not incumbent upon the Company to constitute a CSR Committee and comply with the conditions thereof.

2. AUDITORS

AUDITORS AND AUDITOR''S REPORT

M/S. Bhandari & Associates, Chartered Accountant, Mumbai, have expressed their unwillingness due to health reasons to be appointed for further tenure and hence the Board thought fit to appoint two Joint Auditors filling the casual vacancy as per the Section 139(8) of Companies Act, 2013 subject to approve this appointment at the forthcoming Annual General Meeting. The outgoing auditors have furnished a resignation which was accepted by the Board.

The Audit report submitted by them is complete and annexed to this annual report. The observation made by the auditors read together with the relevant notes thereon, are self-explanatory and do not call any comments.

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 2015-16.

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 ended 31st March, 2016. The Secretarial Audit Report contained the following adverse remarks :

1. Promoter Shareholding are not fully Dematerialized. The company is in process of the dematerializing the promoter shareholding wand will be complied 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.

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, 2 014 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.

(B) TECHNOLOGY ABSORPTION

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not undertaken 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.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred the following expenses in foreign currency during the financial year 2015

16. The rupee equivalent of that amount has been given hereunder;

Foreign Exchange earnings and Outgo: Earning of foreign Currency and outgo is made under following head: [Refer Notes to accounts: Note28, Sub-note 16 Part E to I]

Particulars

2015-16 (In Lacs)

Outgoing:

For Purchase of LPG(High Seas purchase payment made in INR)

2708.81

For Purchase of LPG Dispensers

22.94

Earnings:

For Investment in Equity of Foreign Subsidiary (PT Surya Go Gas, Indonesia)

(Return on investment received)

16.72

For Export Sale at Sri Lanka

68.53

Investment in Equity of Foreign Subsidiary (Gold Bid Limited Mauritius)

0

(Return on investment received)

INTERNAL COMPAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place the Internal Complaint 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 thereto.Ms. Neha Khara has been appointed to head the Committee.

GENERAL

Your Directors state that, no other disclosure or reporting is to be made separately on any other items requiring explanation during the year under review. The company has not issued Dividend, any shares or debenture.

CAUTIONARY STATEMENT

Certain Statements in the “Directors'' Report” and in the “Management Discussion& Analysis” describing the Company''s objectives, estimates and expectations may be'' forward - looking statements'' within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied.

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/- SD/-

NitinKhara EleshKhara

Managing Director Director

Place: Nagpur

Date: 01/09/2016


Mar 31, 2015

Dear Members,

The 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:

FINANCIAL RESULTS

The performance of the Company for the financial year ended 2013-14 is summarized below: -

Particulars FY 2014-15 FY 2013-14 (Rs. In Lacs) (Rs. In Lacs)

Total income 26757.84 23797.35

Operating Profit 3251.72 3767.21

Less : 1) Interest & Financial Charges 1089.23 1267.50

2) Depreciation 2826.15 2187.66

(663.66) 312.05

Less : Extraordinary Items 1583.66 0

Profit Before Tax (2247.32) 312.05

Less : Taxation

1) Current 0 38.33

2) Deferred Tax 56.03 65.67

Profit after Taxation (2303.35) 208.04

Balance Brought Forward (2303.35) 208.04

Additional Depreciation, net of deferred tax as per Companies Act, 2013 431.61 0

Amount Available for appropriation 0 0

Appropriation Amount transferred to General Reserve 0 0

(Amount transferred to Balance Sheet (1871.74) 208.04

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

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred the following expenses in foreign currency during the financial year 2014-15. The rupee equivalent of that amount has been given hereunder;

Foreign Exchange earnings and Outgo: Earning of foreign Currency during The year is Nil and outgo is made under following head:

Particulars Rs. (In Lacs)

For Purchase of LPG Dispensers 9.92

Return on investment received

For Investment in Equity of Foreign 39.15

Subsidiary (PT Surya Go Gas, Indonesia)

Investment in Equity of Foreign Subsidiary 35.50

(Gold Bid Limited Mauritius)

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/- SD/- Nitin Khara Elesh Khara Managing Director Director Place: Nagpur D ate:03/09/2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company, together with the audited accounts for the year ended 2013 - 2014. The summarized results for the year ended 31st March 2014 are as under:

FINANCIAL RESULTS

The performance of the Company for the financial year ended 2013-14 is summarized below: -

FY 2013-14 FY 2012-13 PARTICULARS (RS.IN CRS) (RS.IN CRS)

Turnover (including other income) 23797 27994

Net Profit / Loss Before Tax 3.12 3.09

Current Tax 0.38 0.49

Deferred Tax 0.65 0.54

Net Profit / Loss after Tax 2.08 2.06

DIVIDEND

To conserve resources,, your directors are unable to declare any dividend for the year 2013-2014.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013 - 14. From the Consolidated Profit and Loss Account, it may be observed that the Tunover down by 48 Crore to Rs. 268.57 as compared to Rs. 316.22 Crore in the previous year. and profit after tax and after minority interest increased to Rs2.17 Crore., as compared to Rs. 2.08 Crore recorded in the previous year.

The company has witnessed problem with LPG Cylinder segment also as rise in prices of LPG grade COIL further deteriorated by adverse international market of steel and further no help by no significant rise in prices of SAIL (i.e. in line with other domestic suppliers) which is the base price by Oil company for escalation in tender price. Further rise in prices of other raw material not covered under escalation clause and rise in employees cost also contributed in poor performance. The CNG segment was affected to a great extent as rupee dollar rates burdened the raw material cost without making any significant rise in sale prices. Further Company has geared up to mobilize its Existing Business by Optimizing its Costs and to affix its existing revenues to overcome the current scenario.

SUBSIDIARIES

In accordance with the general circular 02nd Dec 2011 Dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, for general exemption u/s 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

AUDITORS'' REPORT

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation

PARTICULARS OF EMPLOYEES

There were no employees drawing salary more than the amount as provided under the provisions of Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Bhandari & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from M/s Bhandari & Associates to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Bhandari & Associates as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

The Notes on Financial Statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments.

DEPOSIT

Your company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 during the year.

INTERNAL CONTROL/ INTERNAL AUDIT SYSTEM

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.

LISTING AT STOCK EXCHANGE

The Equity Shares of the company continues to be listed on Bombay Stock Exchange Limited and the Annual Listing Fees for the financial year 2014-15 have been paid to the Stock Exchange well within the stipulated time

CAPITAL STRUCTURE

Authorised Capital of the Company is Rs. 35,75,00,000/- and there was no change in the authorised capital of the company during the year under review. Paid up capital of the company is Rs. 25,88,35,000/- comprising of 25,88,35,000 equity shares of Rs. 1/- each. During the year under review there was no change in the paid up capital of the company.

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

In terms of Section 217 (1)(e) of the Companies Act, 1956 and the rules made there under, relevant information about:

Energy conservation items : Nil

Technology Absorption items : Nil

Foreign Exchange earnings and Outgo: Earning of foreign Currency during The year is Nil and outgo

is made under following head:

Particulars Rs. (In Lacs)

For Purchase of LPG Dispensers 18.58

For Investment in Equity of Foreign (30.36)

Subsidiary (PT Surya Go Gas, Indonesia)

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 21 7(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) ln the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures,

(ii) The directors had 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 or loss of the

company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and

for preventing and detecting fraud and other irregularities,

(iv) The directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is the concept whereby organizations integrate social and environmental concerns into their business operations and into their interaction with their stakeholders on a voluntary basis. ''CPIL aims to be recognized as an organization that is transparent and ethical in all its dealings as well as making a positive contribution to the community in which it operates. At a time when global environmental issues are becoming more critical than ever, environmental protection is an obligation that any corporate citizen owes to Nature and to the society, for we have a duty to protect the home that we mutually share. CPIL feels that it is good practice to devote a part of this financial annual report to a discussion of current developments, our approach to corporate social responsibility and the practical issues we shall focus on in the coming period. We measure the added value of ''CPIL'' by more than just financial performance. Other issues are also important, including employment, health and safety, sponsorship of worthy causes, employee participation, energy and environmental and social issues. Besides focusing on the welfare of economically and socially deprived sections of society, CPlL also aims at developing techno economically viable and environment -friendly products for the benefit of millions of consumers, while at the same time ensuring the highest standards of safety and environment protection in our operations.

DIRECTOR

Mr. Nalin Khara, Executive Directors retire by rotation and being eligible for reappointment has offered them-selves for reappointment. Mr. Sumant Sutariya, Ashish Bilakhiya, Jigar Vora Independent Director of the company eligible for reappointment has offered them-selves for reappointment. There was no change in the Composition of Board of Directors of the Company

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

SECRETARIAL AUDIT

The Board of Directors of the Company appointed Mr. Siddharth Sipani, Practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2014-2015

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 Place: Nagpur Date : 13/08/2014


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 19th Annual Report of the Company, together with the audited accounts for the year ended 2012 - 2013. Then summarized results for the year ended 31st March 2013 are as under:

Financial Results

The performance of the Company for the financial year ended 2012 - 13 is summarized below: - Standalone Figures:-

FY 2012-13 FY 2011-12 Particulars (Rs. In Crs) (Rs. In Crs)

Turnover (including other income) 279.94 401.24

Net Profit / Loss Before Tax 3.09 4.46

Current Tax 0.45 0.65

Deferred Tax 0.54 0.70

Net Profit / Loss after Tax 2.06 3.11

Auditors

M/S Bhandari & Associates, the Statutory Auditors of the company, 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 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue. The board recommends their reappointment.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2012 - 13 From the Consolidated Profit and Loss Account, it may be observed that the Tumover fell by 50 per cent to Rs. 316.22 as compared to Rs. 639.02 Crore in the previous year. Similarly, profit after tax and after minority interest for the year was Rs208 Crore., lower by Rs. 5.13 Crore as compared to Rs. 7.21 Crore recorded in the previous year.

The company has witnessed problem with LPG Cylinder segment also as rise in prices of LPG grade COIL further deteriorated by adverse '' international market of steel and further no help by no significant rise in prices of SAIL (i.e. in line with other domestic suppliers) which is the base price by Oil company for escalation in tender price. Further rise in prices of other raw material not covered under escalation clause and rise in employees cost also contributed in poor performance. The CNG segment was affected to a great extent as rupee dollar rates burdened the raw material cost without making any significant rise in sale prices. Further Company has geared up to mobilize its Existing Business by Optimizing its Costs and to affix its existing revenues to overcome the current scenario

Internal Control Systemfib

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.

Subsidiaries W

In accordance with the general circular 02nd Dec 2011 Dated 8th February, 2011 issued by the Ministry of

Corporate Affairs, Government of India, for general exemption uls 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Auditors'' Report

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation.

Particulars of Employees

There were no employees drawing salary more than the amount as provided under the provisions of Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

In terms of Section 21 7 (1) (e) of the Companies Act, 1956 and the rules made there under, relevant information about:

Energy conservation items : Nil

Technology Absorption items : Nil

Foreign Exchange earnings and Outgo: Earning of foreign Currency during The year is Nil and outgo is made under following head: jf, M

Particulars Rs. In Lacs

For Purchase of LPG Dispensers 28.33

For Investment in Equity of Foreign 24.53 _

Subsidiary (PT Surya Go Gas,

Indonesia)

Director''s Responsibility Statement:

Pursuant to section 21 7(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) ln the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

(ii) The directors had selected such accounting policies and applied them consistently and made judgmentsfand 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 or loss of the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) The directors had prepared the annual accounts on a going concern basis.

CORPORA TE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is the concept whereby organizations integrate social and environmental concerns into their business operations and into their interaction with their stakeholders on a voluntary basis. ''CPIL aims to be recognized as an organization that is transparent and '' ethical in all its dealings as well as making a positive** contribution to the community in which it operates. At a time when global environmental issues are becoming more critical than ever, environmental protection is an obligation that any corporate citizen owes to Nature and to the society, for we have a duty to protect the home that we mutually share.

CPIL feels that it is good practice to devote a part of this financial annual report to a discussion of current developments, our approach to corporate social responsibility and the practical issues we shall focus on in the coming period. We measure the added value of ''CPIL'' by more than just financial performance. Other issues are also important, including employment, health and safety, sponsorship of worthy causes, employee participation, energy- and*environmental and social issues. Besides focusing on the welfare of economically and socially deprived sections of {society, CPlL also aims at developing techno- economically viable and environment-friendly products for the benefit of millions of consumers, while at the same time ensuring the highest standards of safety and efkpnment protection in our operations. VAviro

Director

Mr. Elesh Khara & Mr. Sumant Sutaria, Directors are due to retire by rotation and being eligible for re- appointment has offered themselves for re- appointment. The Board proposes them for re- appointment as Directors liable to retire by rotation at the forthcoming Nineteenth Annual General Meeting of the Company. Except this there was no change in the Composition of Board of Directors of ''the Company A

Acknowledgement/

lYour 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

Place: Nagpur


Mar 31, 2012

To, The Members of Confidence Petroleum India Limited,

The Directors have pleasure in presenting the 18th Annual Report of the Company, together with the audited accounts for the year ended 2011 - 2012. The summarized results for the year ended 31s March 2012 are as under:

Financial Results

The performance of the Company for the financial year ended 2011 - 12 is summarized below: - Standalone Figures:-

FY 2010- FY 2011-12 11 (Rs. In

Particulars (Rs. In Crs) Crs)_

Turnover (including other income) 401.24 651.46

Net Profit / Loss Before Tax 4.46 66.25

Provision for tax 0.65 14.69

Deferred Tax 0.70 5.50

Net Profit / Loss after Tax 3.11 45.87

Auditors

M/S. Bhandari & Associates, the Statutory Auditors of the company, 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 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue. The board recommends their reappointment.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011 - 12. From the Consolidated Profit and Loss Account, it may be observed that the Tumover fell by 48per cent to Rs. 639.02 Crore as compared to Rs. 1153.18 Crore in the previous year. Similarly, profit after tax and after minority interest for the year was

Rs.7.21 Crore, lower by Rs. 55.69 Crore as compared to Rs. 62.91 Crore recorded in the previous year.

Internal Control System

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.

Subsidiaries

r In accordance with the general circular 02d Dec 2011 Dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, for general exemption uls 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Auditors' Report

The observations of Auditors in their report, read with the relevant notes to accounts, are self explanatory and do not require further explanation.

Particulars of Employees

There were no employees drawing salary more than the amount as provided under the provisions of Section 21 7(2A) of the Companies Act, 1956, read ' with the Companies (Particulars of Employees)

Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

In terms of Section 21 7 (1) (e) of the Companies Act, 1956 and the rules made there under, relevant information about:

Energy conservation items : Nil

Technology Absorption items :Nil

Foreign Exchange earnings and Outgo : Earning of foreign Currency duringThe year is Nil and outgo is made under following head

Particulars Rs. In Lacs

For Purchase of CNG Pipe 545.43

and Raw materials

For Purchase of LPG Dispensers 28.27

For Investment in Equity of Foreign 24.53

Subsidiary (PT Surya Go Gas,

Indonesia)

Director's Responsibility Statement:

Pursuant to section 21 7(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) ln the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

(ii) The directors had 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 prolit or loss of the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) The directors had prepared the annual accounts on a going concern basis.

3 3

CORPORA TE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is the concept whereby organizations integrate social and environmental concerns into their business operations and into their interaction with their stakeholders on a voluntary basis. 'CPIL aims to be recognized as an organization that is transparent and ethical in all its dealings as well as making a positive

contribution to the community in which it operates. At a time when global environmental issues are becoming more critical than ever, environmental protection is an obligation that any corporate citizen owes to Nature and to the society, for we have a duty to protect the home that we mutually share.

CPIL feels that it is good practice to devote a part of this financial annual report to a discussion of current developments, our approach to corporate social responsibility and the practical issues we shall focus on in the coming period. We measure the added value of 'CPIL' by more than just financial performance. Other issues are also important, including employment, health and safety, sponsorship of worthy causes, employee participation, energy and environmental and social issues. Besides focusing on the welfare of economically and socially deprived sections of society, CPlL also aims at developing techno-economically viable and environment- friendly products for the benefit of millions of consumers, while at the same time ensuring the highest standards of safety and environment protection in our operations. 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

Place: Nagpur


Mar 31, 2011

The Members

Confidence Petroleum India Limited,

B-13, Prabhu Kripa Society, Nanda Patkar Road, Near Telephone Exchange, Vile Parle (East), Mumbai - 400057

The Directors have pleasure in presenting the 17th Annual Report of the Company, together with the audited accounts for the year ended 2010 - 2011.The summarized results for the year ended 31st March 2011 are as under: -

Financial Results

The performance of the Company for the financial year ended 2010-11 is summarized below: -

Standalone Figures:-

Particulars For the financial year ended For the financial year 31st March, 2011 (Rs.Crore) ended 31st March, 2010 (Rs.Crore) Turnover (including other income) 651.46 353.54

Net Profit/ (loss) Before tax 66.25 32.29

Provision for tax 14.69 05.50

Deferred income tax 05.50 02.61

Profit/(loss) after tax 45.87 24.17

Profit/(loss) brought forward 48.50 24.33

Balance carried over to Balance sheet 94.38 48.50

Auditors

M/s. Bhandari & Associates, the Statutory Auditors of the company, 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 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue. The board recommends their reappointment.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010 - 11. From the Consolidated Profit and Loss Account, it may be observed that the Turnover grew by 48 per cent to Rs. 1153.78 Crore as compared to Rs. 553.84 Crore in the previous year. Similarly, profit after tax and after minority interest for the year was Rs. 62.91 Crore, higher by Rs. 33.97 Crore as compared to Rs. 28.94 Crore recorded in the previous year.

Director

Shri Ashish Bilakhiya appointed as independent director u/s 257 of Companies Act 1956 w.e.f. 30th September, 2011 to Comply as per Clause 49 of the Listing Agreement.

Credit Rating

CRISIL in its recent report (IER-Independent Equity Research Q4FY11) has assigned to the Company grade 3/5 for fundamentals and grade 4/5 for valuations. Company's fundamental Grade of '3/5' indicates that the fundamentals of the company are 'good' relative to other listed securities in India. The Valuation Grade of4/5' indicates that there is a 'Upside' to the current market price from a fundamental perspective'. This rating reflect the company's financial disci- pline and prudence.

Internal Control System

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 transac- tions in value terms. Independence of the audit and compli- ance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Subsidiaries

In accordance with the general circular 02/2011 Dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, for general exemption u/s 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Com- pany. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed infor- mation to any member of the Company who may be inter- ested in obtaining the same. The Annual Accounts of the subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respec- tive subsidiary companies. The Consolidated Financial State- ments presented by the Company include the financial results of its subsidiary companies.

Auditors' Report

The observations of Auditors in their report, read with the relevant notes to accounts in Schedule U, are self explana- tory and do not require further explanation.

Particulars of Employees

There were no employees drawing salary more than the amount as provided under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 and the rules made there under, relevant information about:

Energy conservation items : Nil

Technology Absorption items : Nil

Foreign Exchange earnings : Earning of foreign and Outgo currency during the year is Rs.65,37,344 and Outgo is made under following heads

Particulars 2010-11 Rs. In Lacs

For Purchase of CNG Pipe 932.54 and Raw materials

For Purchase of Glycerine 0 and other trading goods

For Purchase of LPG Dispensors 33.68

For Investment in Equity of Foreign 278.94 Subsidiary (PT Surya Go Gas, Indonesia)

Director's Responsibility Statement:

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(i)In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

(ii)The directors had 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 or loss of the company for that period.

(iii)The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accord- ance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv)The directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) is the concept whereby organizations integrate social and environmental concerns into their business operations and into their interaction with their stakeholders on a voluntary basis.

'CPIL' aims to be recognized as an organization that is transparent and ethical in all its dealings as well as making a positive contribution to the community in which it operates. At a time when global environmental issues are becoming more critical than ever, environmental protection is an obligation that any corporate citizen owes to Nature and to the society, for we have a duty to protect the home that we mutually share.

'CPIL' feels that it is good practice to devote a part of this financial annual report to a discussion of current developments, our approach to corporate social responsibility and the practical issues we shall focus on in the coming period. We measure the added value of 'CPIL' by more than just financial performance. Other issues are also important, including employment, health and safety, sponsor- ship of worthy causes, employee participation, energy and environmental and social issues. Besides focusing on the welfare of economically and socially deprived sections of society, CPIL also aims at developing techno-economically viable and environment-friendly products for the benefit of millions of consumers, while at the same time ensuring the highest standards of safety and environment protection in our operations.

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/- Sd/- Nitin Khara Elesh Khara Managing Director Director

Place: Nagpur

Dated: 30th May, 2011


Mar 31, 2010

The Directors are pleased to present the Annual Report of the Company, together with the audited accounts for the year ended 2009 - 2010.The summarised results for the year ended 31st March 2010 are as under: -

Financial Results

The performance of the Company for the financial year ended 2009-10 is summarised below: -

(i) The total turnover for the year was Rs. 353.54 cr.

(ii)The company has incurred a Net profit (before tax) during the year of Rs. 32.29 cr.

Auditors

M/s. Bhandari & Associates, the Statutory Auditors of the company, 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 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue. The board recommends their re-appointment.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2009-10.

From the Consolidated Profit and Loss Account, it may be observed that the Turnover grew by 112.74% to Rs. 561.11 cr as compared to Rs. 263.74 cr in the previous year. Similarly, profit after tax and after minority interest for the year was Rs.28.94 cr, higher by Rs. 10.30 cr as compared to Rs. 18.64 cr recorded in the previous year.

Internal Control System

The Companys 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.

Subsidiaries

As required under the provisions of Section 212 of the Companies Act, 1956, a statement of the holding companys interest in the subsidiary companies is attached as Annexure 1 and forms part of this report.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copy of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents/details upon request by any investor of the Company or its Subsidiaries.

The Annual accounts of the Subsidiaries are also available for inspection by the investors at the Head Office of the Company and also at the respective offices of its Subsidiaries. However, pursuant to Accounting Standard AS-21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the financial information of its Subsidiaries. The following information for each Subsidiary is also being disclosed in Annexure 2 of the Directors Report: (a) Capital (b) Reserves (c) Total assets (d) Total liabilities (e) Details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation (j) Proposed dividend.

Auditors Report

The observations of Auditors in their report, read with the relevant notes to accounts in Schedule P, are self explanatory and do not require further explanation.

Particulars of Employees

There were no employees drawing salary more than the amount as provided under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In terms of Section 217 (1) (e) of the Companies Act, 1956 and the rules made there under, relevant information about:

Energy conservation items : Nil

Technology Absorption items : Nil

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

(ii) the directors had 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 or loss of the company for that period.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

(iv) the directors had prepared the annual accounts on a going concern basis.

Acknowledgement

Your directors wish to place on record their appreciation of the excellent support received from the companys bankers and all other persons connected with the company.

For and on behalf of the Board of Directors

Sd/- Sd/- Nitin Khara Elesh Khara Managing Director Director

Place:Nagpur

Dated: 14,th August.2010


Mar 31, 2009

The Directors have pleasure in presenting the 15th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31 st March 2009.

FINANCIAL RESULTS : (Rs in Iacs)

Revised Standalone Revised Consolidated Year ended Year ended Year Ended on 31.03.09 31.03.08 31.03.09 31.03.08 Revised Audited Revised Audited

Sales & Other Income from Operations 25364.90 16256.80 27217.83 18495.88

Profit before interest, Depreciation & Taxation 2279.21 2417.34 2925.46 3148.91

Interest 287.57 187.08 322.96 202.05

Depreciation 387.93 305.24 487.80 301.92

Profit before tax 1603.70 1925.01 2114.69 2644.94

Provision for current tax (Including FBT) 212.60 231.72 250.50 237.80

Profit after tax 1391.10 1693.30 1864.19 2407.14

OPERATIONAL REVIEW

During the year under review the standalone Turnover (Including Jobwork / Filling charges) of the company has gone up by 56 % from Rs. 16256.80 Lacs to Rs. 25364.90 Lacs. The Profit before Tax (PBT) was stood at 6.33 % of turnover and the Profit after Tax (PAT) was stood at 5.48 %. On a consolidated basis the Company(together with its Subsidiaries) registered a Turnover (including Job work / Filling charges) of Rs. 27217.83 Lacs in the Financial Year 2009 as compared to the Turnover of Rs. 18495.88 Lacs registered in the Financial Year 2008 representing a 47.16 % growth in the consolidated Turnover Correspondingly, The Profit before Tax (PBT) was stood at 7.77 % of turnover and the Profit after Tax (PAT) was stood at 6.85 %.

SUBSIDIARY COMPANIES

As required under listing agreement with Stock Exchanges and in accordance with Accounting Standard (AS21) Consolidated financial statements being prepared by the company includes financial information of its subsidiaries, namely Envy Cylinders Pvt. Ltd., Hemkunt Petroleum Ltd, Gomti Gaspoint Bottling Pvt. Ltd., Taraa LPG Bottling Pvt. Ltd. Neora Gaspoint Bottling Pvt. Ltd. Agwan Coach Private Limited," Laxmi Nirmal Petrochemicals Limited, Keppy Infrastructure Developers Pvt. Ltd and Confidence Go Gas Ltd.

CAPITAL EXPENDITURE

The company have incurred a capital of Rs. 104.95 crs for its modernization/ upgradation /expansion programmes financed from its bankers, internal resources and proceeds from GDR.

DIVIDEND:

In order to conserve the funds for future growth plans, your directors has not recommend any dividend for the financial year under review.

JOINT VENTURE WITH PTSURYAGOGAS, Indonesia The Company has entered into ever growing market of Indonesia with its newly formed subsidiary M/s PT Surya Go Gas Indonesia, a joint Venture company with 70% stake of our company of in equity of JV. The undertaking has been formed to un tap the huge potentials / resources of Indonesian Market which is undergoing major shift in energy sector from kerosene based economy to LPG based economy. The Government of Indonesia is promoting usage of LPG which is fueling demand for cylinders and LPG.

The Joint Venture company has been already started LPG Cylinder Manufacturing plant at Indonesia and further the JV has firmed up its plan for opening 6 LPG Bottling plants for which it is making necessary tie ups with local partners. The company has committed a CAPEX of 50 Crs. in F.Y. 2009-10 for various projects at Indonesian.

Mr. Elesh Khara Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT; - It is hereby declared:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explaination relating to material departures;

2. That the directors, had selected such accounting policies and applied them consistently and made judgements 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 or loss of the company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

None of the employee of the Company was in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, particulars as required under the Companies (Particulars of Employees) Rules, 1975 are not given.

A. CONSERVATION OF ENERGY :

The information required to be given pursuant to section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 does not apply to the Company.

B. TECHNOLOGY ABSORPTION:

Research & Development : The Company is constantly putting its efforts to improve the techniques and standards of manufacturing of cylinders & LPG bottling and distribution. These efforts have helped to improve the efficiency of the Company.

Technology Absorption, Adaptation & otherfacilities..

Innovation : The Company has fully absorbed the technology for bottling of LPG at its plants. The Company has not imported any technology or process but uses its in-house facilities only.

Foreign Exchange Earnings & Outgo: There were no foreign exchange earnings however foreign exchange outgo amounted to Rs. 205.58 Lacs which include Rs. 25 Lacs as investment in JV named PT Surya Go Gas, Indonesia during the financial year 2008-09.

CORPORATE GOVERNANCE :

Your Company has complied with all the applicable provisions of Listing Agreements with the Stock Exchanges where its Equity Shares are listed. A separate report on Corporate Governance Along with the Auditors Certificate on its compliance is included as part of this Annual Report.

AUDITORS:

M/s. Bhandari & Associates, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and eligible for re-appointment.

ACKNOWLEDGMENT:

The Board expresses its sincere gratitude to the shareholders, bankers and customers for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staffs and employees of the Company.

Date : 30 /11 / 2009 For and on behalf of the Board

Place: Mumbai

Regd. Office: Managing Director

Jijamata Nagar, Mumbai-400 074.

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