KCD Industries India Limited
Your Directors are pleased to present their 36th Annual Report togetherwith the Audited Financial Statements for the financial year ended on 31stMarch 2021 and the Auditor's Report thereon.
1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE):
|Particulars ||31st March 2021 (in Rs.) ||31st March 2020 (in Rs.) |
|Total Income ||1181373 ||14295753 |
|Less: Expenditure ||1942118 ||12860918 |
|Profit Before Tax for the Year ||(760745) ||1434835 |
|Less: Tax Expenses ||22717 ||365781 |
|Profit After Tax for the Year ||738028 ||1069054 |
2. RESULT OF OPERATIONS & STATE OF COMPANY'S AFFAIR:
Financial Year 2020-21 has been a challenging year with continuing weakeningmacro-economic conditions slowing market growths and finally COVID-19 outbreak andcontainment measures taken by step towards the end of the financial year. Against thischallenging backdrop we have delivered competitive and profitable growth. We have growncompetitively overall in the segments in which we operate in financial year 2020-21.
During the year under review the Company has registered Total Income of Rs. 1181373 asagainst Rs. 14295753/- during FY 2020-21 and profit of Rs. 738028 against Rs.1069054/-in FY 2020-21.
There has been no change in the Business of the company during the financial year endedon 31st March 2021.
Impact of CoVID-19:
The operations of the company are impacted due to the lock down and subsequentextensions of the lock down by the Government. Due to restrictions on free movement workfrom home is assigned to all of our employees. We have been able to establish cordialnetworks with our employees clients service providers and prospects as and whenrequired. The Company has taken all the necessary steps to ensure the safety of employeesand functioning of business. However given the uncertainty around the severity andduration of the CoVID-19 impact the management of the Company is not able to accuratelyassess the impact on future financial performance in current scenario. The Company willcontinue to closely monitor the developments and the material impact if any will bedisclosed from time to time to the Exchange.
During the last quarter of the year under review the incidence of continuing CoVID-19developed into a global pandemic affecting adversely the state of Maharashtra. Thedirectors have assessed the impact of CoVID-19 on the business of the Company and thereare significant adverse impact on business revenue and changes as on balance sheet date.The company continues to handle its business operations although operations of theCompany have been disrupted due to the current lockdown conditions in most part of thecountry.
Due to the worldwide uncertainty caused by CoVID-19 and its potential to impact thecompany the company has continued to put in place mitigation plans to minimize theadverse impact on both revenue and profitability. There are no material changes orcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report.
The Board of Directors has not recommended any dividend for the financial year ended on31st March 2021 as the Board have considered it financially prudent in thelong-term interest of the company so as to re-invest the profits into the business of thecompany and to build its strong reserve base and assure the growth of the Company in longrun.
4. TRANSFER TO RESERVES:
The Board does not propose to make transfer to reserves for the year 2020-21 andinstead intends to retain the net profit in the Profit & Loss Account for the yearended 31st March 2021.
5. SHARE CAPITAL:
Authorised Share Capital:
The Authorised share capital of the Company as at 31st March 2021 is Rs.25000000/- divided into 5000000/- Equity shares of Rs. 5/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at 31st March 31 2021is Rs. 10000000/- divided into 2000000/- Equity Shares of Rs. 5/- each.
6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:
There has been no such material change in the company during the Financial Year2020-21.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the Financial Year 2020-21.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.
10. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as per the provisions of section 135(1) of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 as the aforesaid provisionsare not applicable to the Company.
11. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at"Annexure - I".
12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details with respect to the internal control systems and internal Audit has beenbriefed in Management Discussion and Analysis Report which is annexed herewith as "Annexure- II".
13. INDEPENDENT DIRECTOR'S DECLARATION:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013.
14. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
Your Company has been following well laid down policy on appointment and remunerationof Directors KMP and Senior Management Personnel. The appointments of Directors are madepursuant to the recommendation of Nomination and Remuneration Committee. The remunerationof Executive Directors comprises of Basic Salary and Perquisites and follows applicablerequirements of the Companies Act 2013. Approval of shareholders and the CentralGovernment if so required for payment of remuneration to Executive Directors is soughtfrom time to time. A brief of the Policy on appointment and remuneration of Directors KMPand Senior Management is uploaded on the Company's website at www.kcdindustries.com. TheCompany's Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement is enclosed as "Annexure - III" to this Report.
15. BOARD EVALUATION:
In terms of provisions of Companies Act 2013 read with rules issued there under andSEBI (LODR) Regulations 2015 the Board of Directors on recommendation of the Nominationand Remuneration Committee have evaluated the effectiveness of the Board/Director's forthe Financial Year 2020-21.
The performance and functioning of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.
The Committees of the Board were assessed after seeking inputs from the committeemembers on the basis of the criteria such as the composition of committees effectivenessof committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the Meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director beingevaluated.
16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31st March 2021:
|Sr. Name of the No Director and KMP ||Designation ||Date of Appointment ||Date of Resignation |
|1. Mrs. Kavita Iyer ||Chairman and Managing Director ||11th June 2019 ||- |
|2. Mr. Sanjay Patkar ||Executive Director ||8th April 2019 ||- |
|3. Mr. Virendra Panchal ||Additional Non-executive Director ||15th October 2019 || |
|4. Mrs. Minal Panchal ||Independent Director ||8th April 2019 ||- |
|5. Mr. Pratik Popat ||Independent Director ||8th April 2019 ||- |
|6. Mr. Manish Patel ||Independent Director ||16th August 2019 ||- |
|7. Mr. Arun Kuttan ||Chief Financial Officer ||11* June 2019 ||- |
|8. Mr. Rajiv Chandulal Darji ||Chief Executive Officer ||11* June 2019 ||- |
|9. Mrs. Harsha Kumarwat ||Company Secretary & Compliance Officer ||20th January 2021 || |
17. CHANGES IN DIRECTORS AND KMPs:
Mr. Sagar Shetty (DIN: 09213119) on recommendation of the Nomination &Remuneration Committee was appointed by the Board as an Additional Non-executive Directoron 07th September 2021 and subject to the approval of the Members in theensuing Annual General Meeting would continue as a Non-executive Director of the Company.
Mr. Arun Kuttan Chief Financial Officer of the Company has resigned from thesaid position w.e.f. 03rd September 2021 reason being due to his preoccupation elsewhere.
Mrs. Kavita Iyer Managing Director of the Company has resigned from the saidposition w.e.f. 03rd September 2021 reason being due to the lack ofavailability which might create hurdle in the smooth functioning and decision making ofthe company.
Mr. Virendra Pachal Non-Executive Director (DIN: 08345182) has resigned fromthe said position w.e.f. 03rd September 2021 reason being due to his preoccupation elsewhere.
Sanjay Patkar Executive Director. (DIN: 08349171) has resigned from the saidposition w.e.f. 03rd September 2021 reason being due to his pre occupationelsewhere.
Change in Designation:
Board has approved change in designation of Mr. Rajiv Darji from ChiefExecutingl Officer to Managing Director and Chief Financial Officer w.e.f 07thSeptember 2021
Board has Approved change in designation of Manish Patel from IndependentDirector to Non-Executive Director w.e.f 07th September 2021
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Companies Act due to absenceof rotational directors there will be no re-appointment of directors retiring by rotation.
Key Managerial Personnel:
Mrs. Deepika Undhad Company Secretary & Compliance Officer of the Companyhas resigned from her position w.e.f. 06th January 2021 inorder to explorebetter career opportunities.
Mrs. Harsha Kumawat was appointed as the new Company Secretary & ComplianceOfficer of the Company w.e.f. 20th January 2021. However resigned from thesaid position on 31st July 2021 due to her pre occupation elsewhere.
Mrs. Chanda Jain has been appointed as the new Company Secretary &Compliance Officer of the Company w.e.f. 01st August 2021.
18. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 5 (Five) times to deliberate on various matters on 31stJuly 2020 15th September 2020 10th November 2020 20thJanuary 2021 & 11th February 2021 The Meetings were held on . Themaximum interval between any two meetings did not exceed 120 days.
19. INDEPENDENT DIRECTORS MEETING:
During the year under review Independent Directors met on 11th February2021 inter-alia to discuss:
a) Evaluation of the performance of Non-Independent Directors and the Board aswhole.
b) Evaluation of the performance of the Chairman of the Company taking intoaccount the views ofthe Executive and Non- executive Directors.
c) Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in section188(1) of theCompanies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed FormAOC 2 is annexed herewith at "Annexure - IV".
21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture or Associate Company. Henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 the Company has adopted the WhistleBlower Mechanism for Directors and Employees to report on concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct andEthics. There has been no change to the Whistleblower Policy adopted by the Companyduring Financial Year 2021.
23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. The Company has also adopted a Code of Corporate DisclosurePractices for ensuring timely and adequate disclosure of Unpublished Price SensitiveInformation by the Company to enable the investor community to take informed investmentdecisions with regards to the Company's shares.
The policy is uploaded on the Company's website and can be viewed atwww.kcdindustries.com
24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as "Annexure - V".
25. DIRECTORS" RESPONSIBILITY STATEMENT:
In terms of section 134(5) of the Companies Act 2013 your Directors state that: -
(a) In the preparation of the annual accounts the applicable accounting standards havebeenfollowed;
(b) The Directors have 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 and loss of the company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
26. COMMITTEES OF THE BOARD:
The Company has duly constituted the Committees required under the Companies Act 2013read with applicable rules made thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Committees of the Board formed are asunder:
i. Audit Committee;
ii. Stakeholders Relationship Committee;
iii. Nomination and Remuneration Committee.
The details with respect to the composition powers roles terms of referenceMeetings of all the relevant committees are provided in the report on corporate governanceof the Company which forms part of this Annual Report.
27. CORPORATE GOVERNANCE:
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions are not applicable to your Company.However the Company thinks that it a good practice to follow the governance to increasethe stakeholders trust and provide you with a separate Report on Corporate Governance. Thesaid report forms part of this Annual Report and also contains certain disclosuresrequired under the Companies Act 2013.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY"S OPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operation infuture.
29. AUDITORS & AUDITOR'S REPORT:
Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framethereunder M/s. S.N. Ghosh & Co. Chartered Accountants (FRN:128887W) were appointedas a Statutory Auditors of the Company from the conclusion of Annual General Meeting heldon 09th December 2020 for the period of five year. M/s S.N. Ghosh & Co.resigned from their office on 14th August 2021 due to disagreement onRemuneration.
To fill the casual vacancy arise due to resignation of M/s. S N & CO. the Board ofDirectors at their meeting held on 07th September 2021 appointed SatishSoni & Co (FRN: 109333W) Chartered Accountants.
It is proposed to appoint M/s Satish Soni & Co (FRN: 109333W) CharteredAccountants as the Statutory Auditors of the Company for a period of five years beginningfrom the conclusion of this annual General Meeting. M/s Satish Soni & Co hasconfirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesframed there under for appointment as Auditors of the Company. A resolution forappointment of Statutory Auditors forms part of the Notice of the AGM.
The notes on accounts referred to in the Auditors" Report are self-explanatory andtherefore don't call for any further comments by the Board of directors.
There are no qualifications or adverse remarks in the Auditors" Report whichrequire any clarification or explanation.
In terms of Section 204 of the Act and Rules made there under Mr. Anand KhandeliaPracticing Company Secretaries (CP No. 5841) were appointed as a Secretarial Auditors forthe Financial Year 2020-21. The Secretarial Audit Report for the Financial Year ended on31st March 2021 is annexed herewith marked as "Annexure - VI" tothis Report.
Pursuant to provisions of section 138 of the Companies Act 2013 M/s. Ajay Sharma& Associates Chartered Accountants (FRN: 137003W) was appointed as an InternalAuditor of the Company for the Financial Year 2020-21. To maintain their objectivity andindependence the Internal Auditor reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluates the efficiency and adequacy of internalcontrol systems of your Company its compliance with accounting procedures and policies ofyour Company. Based on the report of Internal Audit the management undertakes correctiveaction and thereby strengthens controls.
30. REPORTING OF FRAUDS BY AUDITOR:
During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of frauds committed by the Company by its officers or employeesto the audit committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in the Annual Report.
31. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 asrequired under Section 92 of the Companies Act 2013 is annexed herewith marked as "Annexure- VII" to this Report.
32. MANAGEMENTS DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report & marked as "Annexure- II".
33. RISK MANAGEMENT POLICY:
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.
34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as on 31st March 2021.
35. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year2020-2021.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its business partners and others associated with theCompany. It will be the Company's endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests. The Directors also take this opportunity to thank allInvestors Clients Vendors Banks Government and Regulatory Authorities for theircontinued support.
|By Order of the Board of Directors ||By Order of the Board of Directors |
|For KCD Industries India Limited Sd/- ||For KCD Industries India Limited Sd/- |
|Manish Manilal Patel Director ||Pratik Mukesh Popat Director |
|DIN:03197260 ||DIN:08415025 |
|Place: Mumbai || |
|Date: 07th September 2021 || |