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Kaiser Corporation Ltd.

BSE: 531780 Sector: Services
NSE: N.A. ISIN Code: INE229G01022
BSE 00:00 | 18 Aug 76.70 3.65
(5.00%)
OPEN

76.70

HIGH

76.70

LOW

69.60

NSE 05:30 | 01 Jan Kaiser Corporation Ltd
OPEN 76.70
PREVIOUS CLOSE 73.05
VOLUME 67477
52-Week high 130.55
52-Week low 0.39
P/E
Mkt Cap.(Rs cr) 403
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.70
CLOSE 73.05
VOLUME 67477
52-Week high 130.55
52-Week low 0.39
P/E
Mkt Cap.(Rs cr) 403
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaiser Corporation Ltd. (KAISERCORPORAT) - Director Report

Company director report

To

The Members

Kaiser Corporation Limited

Mumbai.

Your Directors' are pleased to present the Twenty Eighth Annual Report of your Companywith the Audited Accounts for the year ended March 31 2021.

FINANCIAL RESULTS:

(Amount in Lakhs)

Particulars 31 March 2021 31 March 2020
Sales Income 2350.62 1603.64
Other income 9.06 63.85
Total Income 2359.68 1667.49
Expenditure:
Finance costs 79.48 64.65
Depreciation and amortization expenses 23.72 28.44
Profit before non-controlling interests/share in net profit/(loss) of associate 155.83 (135.52)
Share of profit/(loss)of associate 00 5.46
Profit/(loss) before tax 155.83 (130.06)
Current tax (49.85) -
Current tax(MAT) 00 (0.01)
MAT credit entitlement 00 0.01
Deferred tax charge 43.81 0.34
Tax adjustment of earlier years (0.01) (1.65)
Profit/(ioss) after tax[A] 172.80 (131.37)
Other comprehensive income/(loss)for the year net of tax(B) (0.79) 0.72
Total comprehensive income/(loss) for the year (A+B) 172.01 (130.65)
Total comprehensive income/(loss) attributable to:
Owners of the Parent 93.03 (76.19)
Non-controlling interests 78.98 (54.46)
Of the Total Comprehensive income/(loss) included above Profit/(loss) for the year attributable to:
Owners of the Parent 93.45 (75.71)
Non-controlling interests 79.35 (55.66)
Of the Total Comprehensive income/(loss) included above Other comprehensive income/(loss) attributable to:
Owners of the Parent (0.42) (0.48)
Non-controlling interests (0.37) 1.20
Earnings per equity share:
Basic and diluted (in Rs.) 0.18 (0.14)

CONSOLIDATED:

Your Company's consolidated total income was to the tune of Rs. 2359.68 lakhs comparedto the consolidated income of Rs. 166749 lakhs for the previous year and the net profitof Rs. 17280 lakhs compared to the net Loss of Rs. 13137 lakhs for the previous year.The total Turnover has increased resulting into the Net Profit compared to the Net Lossfor the previous year however your Directors are confident that the company will be ableto generate further higher turnover and the higher Profitability in the current yearcompared to the previous year. Your Directors are taking aggressive steps to increase thebusiness and to diversify and to increase its products in the current year.

STANDALONE:

The standalone total income was to the tune of Rs. 4508 lakhs compared to thestandalone income of Rs. 6735 lakhs for the previous year which has been reducedmarginally

Your company with its subsidiary is presently in the business of Compounding forTrunkey project management engineering services and printing of labels packagingmaterials Magazines and articles of stationery however its printing business is notpresently giving any proper results and hence your Directors have already taken serioussteps and looking after other lucrative business activities which will provide a properplatform to your Company to expand globally and on a large scale.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended March 31 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars required to be stated as per the provisions of Section134 (3) (m) ofThe Companies Act 2013 relating to conservation of energy and technology absorption donot apply to your Company.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

Foreign Exchange Earnings: Rs. - Nil

Foreign Exchange Out go : Rs. - Nil

DEPOSITORY SYSTEM:

Details of the Depository System are given in the section 'Additional Information'which forms a part of the Corporate Governance Report and is attached with the AnnualAccounts.

DIRECTORS:

As per the provisions of Section 152 of The Companies Act 2013 Mr. Bhushanlal DesrajArora retires by rotation and being eligible for appointment offers himself forre-appointment.

All the Independent Directors of the Company comply with the requirements as stated inthe Companies Act 2013 in regard to their appointment and term.

Mr. Bhushanlal Desraj Arora the Managing Director may be re-appointed subject to theapproval of the shareholders at the ensuing Annual General Meeting.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of Board process participation in the long-term strategic planninginformation functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The Board reviewed the performance of the Individual Directors on the basis of thecriteria such as the contribution of the Individual Director to the Board and committeemeetings preparedness on the issues to be discussed meaning full and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role by other Board members.

A separate meeting of Independent Directors was convened in the month of June 2020 todiscuss the following aspects:

i. Review the performance of Non-Independent Directors and the Board as a whole;

ii. Review the performance of the Chairperson of the Company taking into account theviews of Executive and Non-Executive Directors;

iii. Assess the quality quantity and timeliness of flow of information between theCompany's Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

All Independent Directors were present at the Meeting and discussed the above andexpressed their satisfaction.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Morale of our professionals continued to be high. The Company continues to putconcerted efforts in recruiting quality people. Development and training programs areundertaken were key focus is being given to are as being employee development growth andsatisfaction along with employee relations during the year. The relationship betweenmanagement and employees continues to be one of mutual respect appreciation and cordial.

AUDITORS:

The term of M/s. PYS & Co. LLP Statutory Auditors of the Company was till the 28thAnnual General Meeting of the Company.

On the recommendation of the Audit Committee your Company's Board of Directors hasproposed to appoint M/s. Shabbir& Rita Associates LLP (Firm Registration No. 109420W)Chartered Accountants; as the Statutory Auditors of the Company for a period of five yearssubjectto the approval of the shareholders at the ensuing annual General Meeting.

The detailed description about the proposed Auditors is available in the ExplanatoryStatement under the Notice oftheAGM.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under Mr. G S JambekarPracticing Company Secretary have been appointed as Secretarial Auditors of the Company.Their report is annexed as Annexure II to this Report. The report is self-explanatory anddoes not call for any further comments.

There are no qualifications reservations or adverse remarks or disclaimers made by Mr.G. S. Jambekar Practicing Company Secretary in his Secretarial Audit Report dated 29thJune 2021 on the Secretarial and other related records of the company for Financial Year2020-21.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the regulators or the courts ortribunals that may have an impact on the going concern status and Company's operations inforeseeable future.

EXTRACTOF ANNUAL RETURN:

Pursuant to Section 92 (3) of the Act and rule12 (1) of the Companies (Management andAdministration) Rules 2014 extract of Annual Return in Form MGT 9 is annexed as AnnexureIII to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and External consultant (s) and their views performed by managementand the relevant Board committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2020-21.

Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

They have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for thatperiod;

(b) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(c) They have prepared the annual accounts on a" going concern basis";

(d) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively ;and

(e) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COVID -19 Pandemic

The worldwide outbreak of the novel corona virus (COVID-19) had adversely affected theglobal economy. Various measures taken to contain the spread of the virus including thetravel restrictions nationwide lockdowns closure of non-essential services have resultedin economic slowdown. Your Company as many other companies globally is facingunprecedented challenges in these testing times.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year the company has not given any new loans and any investments and has notprovided any Guarantees except those which are already mentioned in the audited accountsof the company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company had only one Subsidiary as on 31 March 2021.

The consolidated financial statements of the company and its subsidiary is prepared inaccordance with the accounting standards issued by the Institute of Chartered Accountantsof India forms part of the Annual Report and are reflected in the consolidated financialstatements of the company.

Pursuant to the provisions of Section 136 of the Act the financial statements of thecompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of its Subsidiary is available on the website of the company.

The annual accounts of its Subsidiary and related detailed information will be kept atthe registered office of the company as also at the registered office of the respectivesubsidiary company and will be available to Investors seeking information at any time.

A report on the performance and financial position of the subsidiary in AOC-1 isannexed to the report under Rule 8 of The Companies (Accounts) Rules 2014 as per annexureI.

BOARD MEETINGS AND COMMITTEE MEETINGS:

1. Five (5) Board meetings were held during the year .The details of the Board meetingsand the attendance of the Directors are provided in the Corporate Governance Report.

2. Four (4) Audit Committee meetings were held during the year .The details of theAudit Committee meetings and the attendance of the Directors are provided in the CorporateGovernance Report.

3. One (1) Nomination & Remuneration Committee meeting was held during the year.The details of the Nomination & Remuneration Committee meetings and the attendance ofthe Directors are provided in the Corporate Governance Report.

4. Four (4) Stakeholders' Relationship Committee meetings were held during the year.The details of the Stakeholders Relationship Committee meetings and the attendance of theDirectors are provided in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year were on an arm'slength basis in the ordinary course of business and were incompliance with the applicableprovisions of the Act and the Listing Agreement. The details of the transactions withrelated parties are provided in the accompanying financial statements.

There were no materially significant related party transactions made by the Companyduring the year that would have required members approval under Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) 2015. The policy on materiality ofrelated party transactions and dealing with related party transactions has been alreadyapproved by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has adopted a Whistle blower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conductor EthicsPolicy. The policy provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) 2015 the ManagementDiscussion and Analysis and the Corporate Governance Report is presented in a separatesection forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each of the Independent Directorsunder Section 149 (7) of The Companies Act 2013 and that he/she meets the criteria ofIndependence laid down in Section 149 (6) of The Companies Act 2013 and as per (ListingObligations and Disclosure Requirement) Regulation 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at Work place (Prevention prohibition and Redressal)Act 2013.

All employees (permanent contractual temporary trainees) are covered under thispolicy. No complaints pertaining to sexual harassment were received during F.Y.2020-21.

ACKNOWLEDGMENTS:

The Company would like to acknowledge all its stakeholders SBI and HDFC Bank and itscustomers key partners for their support and all its employees for their dedication andhard work.

The Directors appreciate the continued guidance received from various RegulatoryAuthorities including RBI SEBI Ministry of Corporate Affairs The Registrar ofCompanies The Stock Exchange Mumbai Income Tax and GST Authorities.

On Behalf of the Board of Directors

Bhushanlal Arora
Managing Director
Place: Mumbai
Date: 26th August 2021

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