To, The Members,
Confidence Futuristic Energetech Limited
The Board of Directors takes pleasure in presenting its 40th
Board's Report on the performance of Confidence Futuristic Energetech Limited (CFEL)
for the year ended 31st March 2025 along with the Audited Standalone and Consolidated
Financial Statements.
1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)
The performance of the Company for the financial year ended 2024-25 is
summarized below: (Rs. In Lakhs)
| Particulars |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Net Revenue from operations |
660.02 |
505.93 |
24,937.94 |
17590.31 |
| Add: Other Income |
510.18 |
392.10 |
630.33 |
273.36 |
| Less: Expenditure |
668.27 |
514.47 |
22,653.17 |
15140.21 |
| Operating Profit (PBIDT) |
501.93 |
383.56 |
2,915.1 |
2723.46 |
| Less: Interest & Financial |
94.31 |
7.53 |
1,050.00 |
649.48 |
| Charges |
|
|
|
|
| Less: Depreciation |
11.44 |
14.44 |
932.75 |
1072.00 |
| Profit Before Tax & Exceptional Item |
396.18 |
361.59 |
932.35 |
1001.98 |
| Less: Exceptional Item |
- |
- |
- |
- |
| Less: Extraordinary Item |
- |
- |
- |
- |
| Profit Before Tax |
396.18 |
361.59 |
932.35 |
1001.98 |
| Less: Provision for Taxation: |
|
|
|
|
| 1) Current Tax |
110.58 |
93.92 |
235.40 |
256.31 |
| 2) Deferred Tax |
(2.04) |
(1.69) |
(26.14) |
(46.30) |
| Tax adjustment for earlier year |
6.00 |
13.27 |
(54.79) |
17.07 |
| Profit after Tax |
281.65 |
256.09 |
777.90 |
774.91 |
| Earnings Per Share (EPS) (Both Basic and Diluted) |
1.13 |
1.02 |
4.14 |
3.44 |
2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)
On a Standalone basis, the Operating Revenue stood at 660.02 Lakhs in
FY 2024-25 compared to
505.93 Lakhs in previous year i.e. FY 2023-24. The profit after Tax in
FY 2024-25 was at 281.65 lakhs as compared to a Profit of 256.09 Lakhs the previous year.
The Operating Revenue of the company increased by 30.69% and PAT increased by 9.76%.
On Consolidated basis, the Operating Revenue stood at 24,937.94 Lakhs
in FY 2024-25 compared to
17590.31 Lakhs in previous year i.e. FY 2023-24. The profit after tax
in FY 2023-24 was at 932.35 Lakhs as compared to a Profit of 1001.98 Lakhs in the
previous year FY 2023-24. The Operating Revenue of the company increased by 41.76 % and
PAT increased by 3.85%.
Confidence Futuristic Energetech Limited, a key player in the LPG and
CNG sector, is excited to announce its expansion into the fast-growing market of Green
Hydrogen, Nitrogen, and CNG Type-4 cylinder manufacturing through Silversky Exim Pvt.
Ltd., a subsidiary of Confidence Futuristic Energetech Ltd., which in turn is part of
Confidence Petroleum India Limited. As the global energy landscape shifts toward
sustainable solutions, the Confidence Group is dedicated to supporting the transition to a
cleaner, greener future. With a strong emphasis on innovation and environmental
stewardship, the company aims to transform the Hydrogen, Nitrogen, and CNG storage
industry by manufacturing advanced Type-4 cylinders and tapping into the vast potential of
green hydrogen.
3. STATE OF COMPANY'S AFFAIRS
The company, along with its subsidiary entities, is actively engaged in
the manufacturing and supply of high-pressure CNG cylinders, LPG cylinders, CNG cascades,
medical oxygen cylinders, and seamless steel gas cylinders for industrial gases. It offers
a wide range of onboard CNG cylinder sizes at competitive prices, making CNG a more
affordable and accessible option for consumers transitioning to cleaner fuel alternatives.
4. RESERVES
The Company has not transferred any amount to the Reserves for the year
ended 31st March 2025.
5. DIVIDEND
The Board of Directors has recommended a Final Dividend of Rs. 0.25/-
i.e. 5% per Equity Share of Rs. 5/- each fully paid-up for the Financial Year ended on
March 31st, 2025. Dividend is subject to approval of members at the ensuing annual general
meeting and shall be subject to deduction of income tax at source.
The Board of the Company has adopted a Dividend Distribution Policy in
accordance with Regulation 43A of the SEBI Listing Regulations. This policy outlines the
guiding principles for determining the amount of profit to be distributed as dividends to
equity shareholders, while also ensuring an appropriate balance between dividend payouts
and retained earnings to support the Company's future growth requirements.
As per the policy, the dividend payout is based on the Company's
performance, availability of financial resources, investment needs, and a focus on
maximizing shareholder returns, along with consideration of various internal and external
factors.
6. SHARE CAPITAL
During the year under review there was no change in the share capital
of the company.
The paid-up share capital of the Company as on 31 March 2025 was
125100000/- divided into 2,50,20,000 equity shares of the face value of 5/- each. There
was no change in the paid-up share capital of the company during the financial year under
review. The company has passed Special Resolution vide Extra-ordinary General Meeting held
on dated 28th January, 2025 to issue 36,41,000 Equity Shares of INR 5/- each on
preferential basis/private placement to others. The application for In-Principal approval
were duly made to Bombay Stock Exchange.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes or commitments that could affect
the financial position of the Company between the end of the financial year to which the
financial statements pertain and the date of this Report. Additionally, there has been no
change in the nature of the Company's business.
8. COMPANY'S BORROWING
During the year under review, in accordance with Sections 180(1)(a),
180(1)(c), and other applicable provisions of the Companies Act, 2013, the Company
obtained the consent of its members at the Annual General Meeting held on September 30,
2023, to borrow funds exceeding the aggregate of its paid-up share capital and free
reserves. However, the total borrowings outstanding at any given time, excluding temporary
loans obtained in the ordinary course of business, shall not exceed 200 Crores.
9. RISK MANAGEMENT
In accordance with Regulation 21 of the SEBI Listing Regulations, the
Company has constituted a Risk Management Committee, the details of which are provided in
the Corporate Governance Report forming part of this Annual Report. The Company has
implemented a robust Risk Management Framework. While the overall responsibility for risk
management lies with the Board of Directors, the monitoring and review of risks associated
with the Company have been delegated to the Risk Management Committee. The Company manages
Credit Risk, Market Risk, Liquidity Risk, Operational Risk, and various other risks
through its Group Enterprise-wide Risk Management framework, supported by comprehensive
policies and processes.
10. INTERNAL CONTROL SYSTEMS
The Company maintains a robust internal control system, including
Internal Financial Controls over Financial Reporting, designed to ensure efficiency,
accuracy, and completeness of accounting records, as well as the timely preparation of
reliable financial and management information. This system ensures compliance with
applicable laws and regulations, promotes optimal resource utilization, and safeguards the
Company's assets and shareholders' interests. Furthermore, the Company has
established a well-defined organizational structure, clearly documented decision-making
authorities, and comprehensive manuals and operating procedures across its business units
and service entities to ensure the orderly and efficient conduct of its operations. During
the year under review, no material or serious observations were observed for inefficiency
or inadequacy of such controls.
11. VIGIL MECHANISM
In compliance with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, read with Section 177(9) of the Companies Act, and Regulation 22 of
the Listing Regulations (as amended from time to time), the Company has established a
Vigil Mechanism/Whistle Blower Policy ("Policy"). This Policy empowers Directors
and employees to report genuine concerns or grievances, significant deviations from key
management policies, and instances of non-compliance or misconduct such as unethical
behavior, fraud, legal violations, or inappropriate conduct.
The mechanism enables reporting of genuine concerns regarding unethical
or improper activities without fear of retaliation. It includes adequate safeguards to
protect whistleblowers from victimization and allows for direct access to the Chairman of
the Audit Committee in exceptional cases.
The Audit Committee periodically reviews the functioning of the Vigil
Mechanism. To date, no Director or employee has been denied access to the Audit Committee
of the Board.
The objective of this mechanism is to maintain a redressal system that
can process all complaints concerning questionable accounting practices, internal
controls, or fraudulent reporting of financial information.
The Policy formulated by the Company complies with the requirements of
the Act and the Listing
Regulations and is accessible on the Company's website.
12. HUMAN RESOURCES
Your Company adheres to a policy of developing strong teams comprised
of talented professionals. It continues to enhance its capabilities in attracting the
right talent to support diverse products and geographies, while also implementing
effective measures to retain this talent. The Company has fostered an open, transparent,
and merit-based culture to nurture this valuable asset.
The Company acknowledges its people as its most valuable asset and
maintains a strong focus on employee engagement. The Human Resources function is aligned
with the Company's size, nature, and operational requirements.
13. COMPLIANCE
The Company has complied, and continues to comply, with all applicable
regulations, circulars, and guidelines issued by the Ministry of Corporate Affairs (MCA),
Stock Exchange(s), Securities and Exchange Board of India (SEBI), and other relevant
authorities.
The Company has complied with the applicable provisions of the
Companies Act, 2013, the Listing Agreement with Stock Exchanges, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and other relevant rules, regulations, and
guidelines issued from time to time.
14. DEPOSITS
During the year under review, the Company did not accept any deposits
from the public under Section 73 of the Companies Act, 2013, and the rules framed
thereunder. Additionally, there are no unclaimed or unpaid deposits held by the Company.
15. APPOINTMENT/RE-APPOINTMENT
During the year, Mrs. Vandana Gupta (DIN: 00013488) resigned from her
position as an Independent Director of the Company. Subsequently, Ms. Mansi Manoj
Deogirkar (DIN: 07269038), based on the recommendation of the Nomination and Remuneration
Committee, was appointed as an Additional
Director in the capacity of a Non-Executive Independent Director and
appointed as Women Independent Director for the period of 5 Years w.e.f. 30th
September, 2024 . This appointment was made by the Board of Directors in accordance with
the Articles of Association, Sections 149(6), 161, and Schedule IV of the Companies Act,
2013 ("the Act"), as well as Regulation 16(1)(b) and other applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
She has given her consent to the proposed appointment and has been
declared qualified. She possesses the necessary knowledge, experience, and skills required
for the position of Independent Director in accordance with the criteria set forth under
the Act and the applicable rules and regulations.
Based on the recommendation of the Nomination and Remuneration
Committee and considering her knowledge, skills, and invaluable expertise in the
Company's industry, it was proposed to appoint Mrs.
Mansi Manoj Deogirkar as a Non-Executive Independent Director of the
Company under Section 149 read with Section 152 of the Companies Act, 2013. Her
appointment was subsequently confirmed by the shareholders through the approval of the
resolution at the 40th Annual General Meeting.
16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION
Appointed a director in place of Mr. Sarvesh Khara (DIN: 06938709)
who retires by rotation, and being eligible, offers himself for re-appointment.
17. BOARD EVALUATION
In accordance with the provisions of the Act and Regulation 17 of the
Listing Regulations, the Board has conducted an annual performance evaluation of its own
functioning, its statutory committees including the Audit Committee, Stakeholder
Relationship Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, and Risk Management Committee as well as the individual
Directors. The methodology adopted for this evaluation is detailed in the Corporate
Governance Report.
The Board evaluation process was completed during financial year
2024-25. The evaluation parameters and the process have been explained in the corporate
governance report.
The Board conducted the performance evaluation of the Individual
Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance
with the provisions of the Act and the SEBI Listing Regulations. The NRC of the Board
approves the criteria and the mechanism for carrying out the said performance evaluation
process. Accordingly, the NRC approved the assessment questionnaire designed for the
annual performance evaluation which broadly covered the following criteria:
i. Board - Competencies, composition and structure, board dynamics,
process and procedure, functioning, oversight of committee composition and functioning and
ethics and compliance
ii. Committees - Composition and quality, process and procedure, terms
of reference and effectiveness in terms of respective roles assigned to the Committees
The Chairman's key focus areas include understanding of the role,
commitment, teamwork qualities, effective utilization of domain expertise, and clear
communication. Additional important parameters encompass efficient leadership, sound
decision-making, professionalism, impartiality, dedication of adequate time, and the
ability to facilitate productive discussions.
iii. Individual Directors - Understanding of role, commitment,
effective contribution, independent view to decision making, utilization of domain
expertise, etc. The aforesaid questionnaire was circulated to all the Directors of the
Company for the annual performance evaluation.
The Board assessed the effectiveness of its own functioning, as well as
that of its Committees and individual Directors, through the annual Board Evaluation
Process. To ensure an impartial evaluation, the Company engaged an independent external
professional services firm to provide a report on the Board Evaluation, based on the
feedback received from the Directors. The Directors observed that the results of the
performance evaluation of the Board, its Committees, the Chairman, and individual
Directors reflected a high level of satisfaction among the Directors. One suggestion
raised was to place greater emphasis on customer centricity. The Company has accepted this
suggestion, which emerged from the Board evaluation. The progress on implementing this
suggestion will be reviewed and reported to the Board. Additionally, the Company has taken
the necessary steps to address the recommendations arising from the Board performance
evaluation for FY 2024-25.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below: The ratio of the remuneration of each Director to
the median remuneration of the employees of the Company for the financial year:
| Directors |
Ratio to median remuneration# |
| MANSI DEOGIRKAR |
NA |
| SUMANT JAYANTILAL SUTARIA |
NA |
| NITIN PUNAMCHAND KHARA |
NA |
| SANJAY RAMRAO NAPHADE |
NA |
| SARVESH ELESH KHARA |
NA |
| VAIBHAV PRADEEP DEDHIA |
NA |
# No Remuneration was paid to Directors during the year under review
except sitting fees.
*The expression" median" means the numerical value separating
the higher half of a population from the lower half and the median of a finite list of
numbers may be found by arranging all the observations from lowest value to highest value
and picking the middle one. i) The percentage increase in remuneration of each Director,
Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in
the Financial Year: Nil
ii) The percentage increase in the median remuneration of employees in
the Financial Year: Nil
iii) The number of Permanent employees on the rolls of the Company: Nil
iv) Average percentiles increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: There was
no remuneration paid to employees. Hence, the comparison between the two cannot be made.
v) The key parameters for any variable component of remuneration
availed by the Directors: Nil
vi) Affirmation that the remuneration is as per the remuneration policy
of the Company: It is hereby affirmed that the remuneration paid during the year is as per
the Remuneration Policy of the Company.
18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION )F MANAGERIAL PERSONNEL) RULES, 2014
A. Details of top ten employees in terms of remuneration drawn: NIL
B. Details of other employees under aforesaid Rules: Nil
19. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY FOR THE
DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company's policy on the appointment and remuneration of
Directors, which includes criteria for determining qualifications, positive attributes,
independence of a Director, and other matters outlined under sub-section (3) of Section
178 of the Companies Act, 2013, has been adopted by the Board. The Company has adopted a
comprehensive policy on the Nomination and Remuneration of Directors on the Board.
According to this policy, candidates proposed for appointment as Directors are first
reviewed by the Nomination and Remuneration Committee in a duly convened meeting. The
Committee is responsible for formulating criteria to determine the qualifications,
positive attributes, and independence of a Director, and for recommending a remuneration
policy for the Directors, Key Managerial Personnel, and other employees to the Board. The
Nomination and Remuneration Committee shall ensure that
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully.
b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c) Remuneration to Directors and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
During the year under review, none of the Directors of the Company
receive any remuneration.
The information required under Section 197 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, concerning the Directors and employees of the Company, is provided in the
"Annexure-" to this report and is also available on the
Company's website.
20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE
COMPANY
All Independent Directors have been duly appointed to the Board in
compliance with the Companies Act, 2013. The Company has received declarations from each
Independent Director confirming that they meet the criteria of independence as specified
under sub-section (6) of Section 149 of the Act.
21. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the provisions of the Companies Act, 2013, along
with the rules made thereunder, a separate meeting of the Independent Directors was held
to evaluate the performance of Non-Independent Directors, the Board as a whole, and its
committees. The views of the Directors and Non-Executive Directors were taken into account
during this evaluation. The outcomes were then discussed in the subsequent Board meeting,
where the performance of the Board, its committees, and individual Directors was reviewed.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186
During the year under review, all related party transactions entered
into by the Company were approved by the Audit Committee and were conducted at arm's
length and in the ordinary course of business. Prior omnibus approval was obtained for
related party transactions of a repetitive nature, provided they were in the ordinary
course of business and on arm's length terms. Any material related party transactions
and their subsequent modifications were entered into only after obtaining approval from
the Company's shareholders. In accordance with Section 186 of the Companies Act,
2013, and Schedule V of the Listing Regulations, details regarding Loans, Guarantees, and
Investments are provided as part of the financial statements.
23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188
The Audit Committee and the Board of Directors have approved the
Related Party Transactions Policy. All related party transactions entered into during the
financial year were conducted in the ordinary course of business and on an arm's
length basis. The Company did not engage in any materially significant related party
transactions with Promoters, Directors, Key Managerial Personnel, or other parties that
could potentially conflict with the interests of the Company.
Form AOC-2 is annexed to this report.
24 MEETINGS
The agenda and notice for the meetings are prepared and circulated in
advance to the Directors. The Board of Directors met fourteen (14) times during the year,
with the necessary quorum present at each meeting. The interval between any two meetings
did not exceed one hundred and twenty days, in compliance with the provisions of the
Companies Act, 2013.
25. COMPOSITION/COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following statutory
Committees and other committee constituted by the Board function according to their
respective roles and defined scope:
Audit Committee of Directors
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Risk Management Committee
Management Committee
Details regarding the composition, terms of reference, and the number
of meetings held by each committee are provided in the Report on Corporate Governance,
which forms part of this report. Additionally, during the year under review, all
recommendations made by the Audit Committee were accepted by the Board.
26. AUDIT AND AUDIT REPORTS
A. APPOINTMENT OF STATUTORY AUDITORS
The company has appointed M/s Kamdar & Daga, Nagpur ( FRN 132239W)
as Joint Statutory Auditor of the company in board meeting held on 06th
September, 2025 subject to the approval of Shareholder in ensuing Annual General Meeting.
B. STATUTORY AUDITOR'S REPORT
The Statutory Auditors of the Company have issued an unmodified audit
report for the financial year 2024-25, which is annexed to this report. Therefore, no
further comments are required.
C. SECRETARIAL AUDIT
In accordance with Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has appointed Mr. Siddharth Sipani, Practicing Company Secretary, Nagpur, to
conduct the Secretarial Audit for the Company for the financial year 2024-25, including
the Secretarial Audit of its material subsidiaries, Sarju Impex Ltd. and Confidence
Enterprises Private Limited. The Secretarial Audit Reports are annexed to this report. The
company has appointed M/s Siddharth Sipani & Associates ( CP NO. 11193 and Peer Review
No-1789/2022) as Secretarial Auditor of the company in board meeting held on 06th
September, 2025 subject to the approval of Shareholder in ensuing Annual General Meeting
for the Period of 5 Years.
Secretarial Auditor's Report
The Secretarial Audit Report confirms that the Company has complied
with all applicable provisions of the Companies Act, Secretarial Standards, the
Depositories Act, 2018, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended,
and all other regulations and guidelines issued by SEBI that are applicable to the
Company. Report of Secretarial Auditor on Company's Secretarial Audit for the
Financial Year 2024-25 is enclosed herewith as Annexure to this Report. Pursuant to the
Secretarial audit, the report is self-explanatory and does not require for comment.
D. INTERNAL AUDITORS
In compliance with Section 138 of the Companies Act, 2013, which
mandates the appointment of an Internal Auditor, the Company has established an in-house
Internal Audit team, aligned with the size and scale of its business operations.
27. REPORTING OF FRAUDS BY AUDITORS
The Auditors in their report for the year have not reported any
instance of fraud committed by the officers/employees of the Company.
28. ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act, 2013, the Annual
Return of the Company for the financial year 2024-25 is available on the Company's
website at the following link: www.cfel.co.in The Extracts of Annual Return of the Company
as on 31st March 2025 is available on the website of the Company at www.cfel.co.in.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2, as issued by
the Institute of Company Secretaries of India (ICSI).
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In light of the nature of the Company's activities, the provisions of
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, pertaining to conservation of energy and technology absorption,
are not applicable. However, the Company continues to make efforts towards energy
conservation, environmental protection, and ensuring safety. During the year under review,
the Company had no earnings or expenditure in foreign exchange.
31. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 the Directors of your Company confirm that:
a) In the preparation of the Annual Accounts for the financial year
ended 31st March 2025, the applicable accounting standards had been followed
along with proper explanation relating to material departures.
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period.
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
or safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d) The Directors have prepared the Annual Accounts for the financial
year ended 31st March 2025, on a "going concern basis".
e) The Board of Directors has laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) The Board of Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial 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 2025.
32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Pursuant to provision of Section 2(87) of the Companies Act, 2013, The
Company is a subsidiary of Confidence Petroleum India Limited. Further, Your Company has
following Four Subsidiary companies within the meaning of the Section 2(87) of the
Companies Act, 2013:
1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)
2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary
(Holding stake 100%)
3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary
(Holding stake 100%)
4. Confidence Futuristic Fuels Private Limited- Wholly Owned Subsidiary
(Holding stake 100%)
5. Silversky Exim Private Limited (Holding Stake-51%) In accordance
with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the financial
statements of the Company's subsidiaries and associates, in Form AOC-1, is included
as part of this report.
33. CORPORATE GOVERNANCE
The Company is committed to evolving and adhering to corporate
governance guidelines and best practices, not only to enhance long-term shareholder value
but also to safeguard the rights of minority shareholders. CFEL recognizes its inherent
responsibility to provide timely and accurate information regarding its operations,
performance, leadership, and governance.
In accordance with Regulation 34 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a separate Corporate Governance Report, along
with a certificate from the auditors confirming compliance, is annexed and forms an
integral part of the Annual Report and Board Report.
The Company is dedicated to upholding the highest standards of
corporate governance practices. The Corporate Governance Report, as required by SEBI
Listing Regulations, is included in this Integrated Annual Report, along with the
necessary certificate from the Auditor confirming compliance with the corporate governance
conditions. The management believes that these efforts will further strengthen the level
of Corporate Governance within the Company. The Corporate Governance Report annexed with
this report.
34. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act,
2013, along with the rules framed thereunder, the criteria for compliance with Corporate
Social Responsibility (CSR) activities were not applicable to the Company during the year.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
In compliance with Section 22 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed
thereunder, the Company upholds a zero-tolerance policy towards sexual harassment in the
workplace. The Company has implemented a policy for the prevention, prohibition, and
redressal of sexual harassment at the workplace, in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
as amended from time to time, and the applicable rules.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
No significant or material orders have been passed by any regulatory
authorities, courts, or tribunals during the year that would impact the going concern
status or the future operations of the Company.
37. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE
COMPANIES ACT, 2013
During the year under review, the Directors have not observed any
transactions that could result in fraud. The Directors hereby declare that the Company has
not encountered any instances of fraud or fraudulent activity during the Financial Year
2024-25.
CODE FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct ("Code") to
regulate, monitor, and report trading in the Company's shares by designated persons and
their immediate relatives, in compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code outlines the procedures that
must be followed by designated persons while trading or dealing in the
Company's shares, as well as the handling and sharing of
Unpublished Price Sensitive Information
("UPSI"). Additionally, the Code includes provisions for
maintaining a digital database, preventing insider trading, and familiarizing designated
persons with the sensitivity of UPSI.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The MDA for the year under review, as stipulated under Regulation
34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) 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 Directors cannot guarantee that these assumptions are accurate or these
expectations will materialize. 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 various credible agencies.
In accordance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a comprehensive Management Discussion and
Analysis Report has been included separately. This report forms an integral part of the
Annual Report and the overall report.
As required under Regulation 34(2)(e) read with Part B of Schedule V of
the SEBI Listing Regulations, the Management Discussion and Analysis for the financial
year 2024-25 is provided in a separate section and forms an integral part of this Annual
Report. This section includes mandatory disclosures as per SEBI Listing Regulations,
encompassing details such as the overall industry structure, economic conditions,
operational and financial performance of the Company, business strategy, adequacy of
internal controls, risks and concerns, and other significant developments during the
financial year.
39. APPRECIATIONS AND ACKNOWLEDGEMENTS
The Directors would like to place on record their sincere appreciation
for the hard work, dedication, and commitment of all employees. Their enthusiasm and
unwavering efforts have been key in maintaining the Company's leadership in the
industry. The Directors also acknowledge the outstanding contributions made by the team in
driving innovation, technological advancements, and providing valuable marketing insights
across nearly all business segments. These efforts have empowered the Company to deliver
higher levels of customer satisfaction through continuous improvements in existing
products and the successful introduction of new ones. The Board wishes to express its
sincere appreciation for the continued support and cooperation received from the
Company's suppliers, distributors, retailers, business partners, and other trading
associates. The Company values these partnerships and regards them as integral to its
progress, sharing the rewards of growth with them. It remains the Company's
commitment to foster and strengthen these relationships, based on mutual benefit, respect,
and cooperation, all while prioritizing consumer interests. The Directors would also like
to take this opportunity to extend their gratitude to the shareholders, business partners,
government and regulatory authorities, and stock exchanges for their ongoing support.
40. GENERAL
Confidence Futuristic Energetech Limited (Formerly known as GLOBE
INDUSTRIAL RESOURCES LIMITED) was incorporated on 26th June 1985 and the name
of the company was changed on 26th October 2017. Equity Shares of the Company are listed
on BSE Limited having script code 539991.
|
By the Order of Board |
|
CONFIDENCE FUTURISTIC ENERGETECH LIMITED |
| Date: 06/09/2025 |
Sd/- |
Sd/- |
| Place: Nagpur |
(Nitin Khara) |
(Sarvesh Khara) |
|
Managing Director |
Director |
|
(DIN: 01670977) |
(DIN: 06938709) |
|