The Board of Directors the report of the business and operations of your Company alongwith the audited financial statements for the financial year ended 31st March 2022.
The Company's financial performances for the year under review along with previousyear's figures are given hereunder:
Rupees in Lakhs
|Particulars ||Year Ended 31.03.2022 ||Year Ended 31.03.2021 |
|Sales ||31419.13 ||24529.71 |
|Profit after Interest & Depreciation ||3219.08 ||632.45 |
|Provision for Tax ||64.40 ||(34.63) |
|Profit after Tax ||2628.54 ||568.05 |
|Add: Taxation Adjustments of Previous Years ||- ||- |
|Add: Balance of Profit brought from previous year ||- ||- |
|Profit available for Appropriation ||2628.54 ||568.05 |
|APPROPRIATIONS ||- ||- |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||- ||- |
Your Company is engaged in manufacture and supply of Iron & Steel products. Thecompany's branded steel products which are most vibrant relevant and preferred by mostcustomers for quality at competitive prices and effective management helped the company toperform well even at the challenging market conditions.
During the year the turnover was Rs.31419.13/- as against Rs.24529.71/- for theprevious year. The profit after tax of was Rs. 2628.54/- as against Rs.568.05/- for theprevious year.
With a view to conserve the resources of the Company no dividend has been recommendedby your directors for year ended 31st March 2022.
CONSOLIDATED FINANCIAL RESULTS:
The Company has no subsidiary associate and joint venture companies and thereforepreparation and presentation of Consolidated Financial Statements does not arise for theyear ended 31st March 2022.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:
The Company have no subsidiaries joint ventures or associate companies. During theyear under review no companies have become or ceased to be the subsidiaries jointventures or associates of the Company.
For the financial year ended 31st March 2022 your directors do not recommend transferof any amount to any reserves.
MANAGEMENT DISCUSSION & ANALYSIS:
A detailed analysis of performance of the Industry and the Company is provided in theManagement Discussion and Analysis Report as Annexure-I which forms an integralpart of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period.
(c) the directors had 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.
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V ofSEBI (LODR) Regulations 2015 a separate Report on Corporate Governance for the financialyear ended 31st March 2022 along with the Auditor's Certificate on Compliance is enclosedas Annexure-II.A and is forming part of this Report.
MEETINGS OF THE BOARD :
Six Board Meetings were held during the financial year and the details of which areavailable in Report on Corporate Governance as Annexure-II. B which forms anintegral part of this Report.
DIRECTORS AND KMP:
During the year under review no change in the Board of Directors.
On 16-05-2021 Mr. Balaji Ravi Gopal resigned as Company Secretary and Mr. V. Subramaniwas appointed as Company Secretary. On 28-02-2022 Mr. V. Subramani resigned as CompanySecretary and Ms. Hena Singh was appointed as Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given the declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with theRules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.
The Board of Directors has an audit committee and the composition powers role andterms of reference of the Audit Committee are in accordance with the requirements mandatedunder Section 177 of the Companies Act 2013 read with the Rules made thereunder andRegulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations 2015.
The details of Audit Committee along with the details of the Meetings held during thefinancial year are given in the Corporate Governance Report that forms part of thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules (1) to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement is enclosed in Annexure-III.
AUDITORS AND AUDITORS' REPORT:
M/s. Puja Rathi & Associates Chartered Accountants FRN : 0144575 was appointed asauditors at the 27th AGM held on 30th September 2017 for a period of five years and theirterm expires with the conclusion of the 32nd AGM.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise.
The Board of Directors at their meeting held on 06-09-2022 in recommendation of theAudit Committee propose appointment of M/s. Chaturvedu & Partners (FRN : 307068E) asthe Statutory Auditors for a period of five years. Necessary resolution is proposed at theensuing 32nd AGM.
The Board appointed M/s.Vivekanandan & Unni Associates Cost and ManagementAccountants as the Cost Auditors for the financial year 2022-23 to carry out the costaudit of Company's records and fixed a remuneration of Rs.70000/- subject to members'approval.
LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of investments loans and guarantees covered under the provisions of section186 of the Companies Act 2013 read with the rules made there under are provided in theNotes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company. All transactions entered into withRelated Parties as defined under the Companies Act 2013 and Regulation 23 of the SEBI(LODR) Regulations 2015 during the financial year were in the ordinary course of businessand on an arms' length basis and do not attract the provisions of Section 188 of theCompanies Act 2013. However pursuant to the provisions of Regulation 23(2) of the SEBI(LODR) Regulations 2015 prior approval of the Audit Committee was sought for enteringinto the Related Party Transactions.During the financial year the Company had not enteredinto any contract / arrangement /transactions with Related Parties which could beconsidered as material in terms of Regulation 23 of the SEBI (LODR) Regulations 2015. Inaccordance with Accounting Standard 18 the Related Party Transactions are disclosed inthe notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no materially significant transactions with Related Parties during thefinancial year 2021-22 which conflicted with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure-IV.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
Details of energy conservation technology absorption foreign exchange earnings andoutgoing accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013read with Rule8 of the Companies (Accounts) Rules 2014 are given as Annexure-V formingpart of this Report.
CODE OF CONDUCT:
The Board has formulated a Code of Conduct for Directors and Senior ManagementPersonnel of the Company. A Declaration affirming on the compliance of Code of Conduct isprovided in Annexure-VI.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The company has formulated as Internal controls policy. In the opinion of Board it isadequate to mitigate risks and provided reasonable assurance that operations/transactionsare efficient and assets are safe guarded.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e. 31st March 2022 and the date of the Reporti.e. 28th June 2022.
In accordance with the Companies Act 2013 the annual return inthe prescribed formatis available at www.kanishksteels.in
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.
The Company is pleased to report that during the financial year under review theCompany has complied with all the provisions of applicable Secretarial Standards i.e. theSecretarial Standard-1 for the meeting of Board of Directors and the SecretarialStandard-2 for the General Meeting of the Share holders issued by the Institute ofCompanies Secretaries of India (ICSI) as per the provisions of Section 118(10) of theCompanies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s.M K Madhavan & Associates Company Secretaries Chennai to undertakethe Secretarial Audit of the Company for the Financial Year 2021-22.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise. The Secretarial Audit Report is given as Annexure-VII forming part of thisReport.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (LODR)Regulations2015.
Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules2014 during the year.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors were carriedout by Independent Directors.
Details of the same are given in the Report on Corporate Governance annexed hereto.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Section 135 of the Companies Act 2013 mandates every Company having minimum thresholdlimit of net worth turnover or net profit as prescribed to constitute a Corporate SocialResponsibility Committee of the Board formulation of a Corporate Social ResponsibilityPolicy that shall indicate the activities to be undertaken by the Company as specified inSchedule VII to the Companies Act 2013 and duly approved by the Board fix the amount ofexpenditure to be incurred on the activities and monitor the CSR Policy from time to time.
Since your Company falls within the minimum threshold limits it has constituted a CSRCommittee of the Board and formulated a CSR Policy. The CSR Report forming part of thisReport is furnished in Annexure - VIII
ANTI-SEXUAL HARASSMENT POLICY:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received during thefinancial year 2021-22.
Mr. Vishal Keyal Chairman and Managing Director & CEO and Mr. Ashok Bohra ChiefFinancial Officer have given their certification to the Board in terms of under the SEBI(LODR) Regulations 2015.
Your directors place on record a great appreciation of the fine efforts of allexecutives and employees of the Company which was instrumental to achieve profitabilityand stability of the Company for the financial year. Your directors also express theirsincere thanks to various departments of Central Government Government of TamilnaduTANGEDCO State Bank of India Corporation Bank the customers shareholders and all otherstakeholders for continuing support and encouragement during the financial year and expectthe same in future also.
| ||For and on behalf of the Board of Directors |
|Date : 06-09-2022 ||Vishal Keyal |
|Place : Chennai ||Chairman and Managing Director |
| ||DIN : 00092651 |