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Kretto Syscon Ltd.

BSE: 531328 Sector: Infrastructure
NSE: N.A. ISIN Code: INE128R01023
BSE 00:00 | 16 May 0.89 0.04
(4.71%)
OPEN

0.89

HIGH

0.89

LOW

0.86

NSE 05:30 | 01 Jan Kretto Syscon Ltd
OPEN 0.89
PREVIOUS CLOSE 0.85
VOLUME 2628611
52-Week high 1.44
52-Week low 0.45
P/E 22.25
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.89
CLOSE 0.85
VOLUME 2628611
52-Week high 1.44
52-Week low 0.45
P/E 22.25
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kretto Syscon Ltd. (KRETTOSYSCON) - Director Report

Company director report

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone
2020-2021 2019-2020
Gross Income 64.95 38.97
Profit Before Interest and Depreciation 15.52 14.20
Finance Charges 0.00 0.00
Gross Profit 16.01 14.94
Provision for Depreciation 0.49 0.74
Net Profit Before Tax 16.01 14.94
Provision for Tax 4.13 3.88
Net Profit After Tax 11.88 11.00

DIVIDEND

With a view to conserve the resources of company and by looking at financial prospectsthe directors of the company have not recommended any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed to carry current year profit to itsreserves.

CHANGES IN SHARE CAPITAL IF ANY

During the Financial Year 2020-2021 no changes were occurred in the share capital ofthe company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and / or paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-2021 the Company held Seven (7) board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and SEBI (Listing obligations & DisclosureRequirements) Regulations 2015 were adhered to while considering the time gap between twomeetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 31/07/2020 3 3
2 29/08/2020 3 3
3 04/09/2020 3 3
4 14/09/2020 3 3
5 07/11/2020 3 3
6 12/02/2021 3 3
7 15/03/2021 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms 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 and loss 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 safeguarding 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(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.

AUDITORS AND REPORT THEREON

M/s. S. Mandawat & Co Chartered Accountants are the statutory auditor of thecompany

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Further the Auditors' Report for the financial year ended 31st March 2021 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

The Company has given Loans and advances amounting to Rs. 165452450/-as per section186 of the companies act 2013.

However the company has not given Guarantee under section 186 of the Companies Act2013 for the financial year ended 31st March 2021.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions of the Company with keymanagerial personnel during the financial year 2020-2021 which have potential conflictwith the interest of the Company at large.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identifyrisks and associated Opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinatedmanner with Minimum disruption and cost to protect and preserve Company's human physicaland financial assets.

DIRECTORS and KMP

Following changes has occurred in the constitution of directors of the company duringthe year.

Sr. No Name Designation Date of appointment Date of cessation Mode of Cessation
1 KAPADIA KRUTI KEVIN Additional Director 15/03/2021
2 SAMIR SHIRISH DADIA Director 15/03/2021 Resignation

Bhavna shah has resigned from the company as on 05.05.2021.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

No remuneration is paid to any director of the company.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

CORPORATE GOVERNANCE

Report on Corporate Governance is not applicable to the company. The company does notmeet the criteria for applicability of regulation 27 of LODR 2015.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Directors. The table sets out the composition ofthe Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Tushar Shah Chairman Executive Director
Ms. Bhavana Ritesh Shah Member Independent Non-Executive Director
Ms. Kapadia Kruti Kevin Member Non-Executive Director

*Mr. SAMIR DAIDA resigned from the board on 15.03.2021 thus he also ceased as a memberof the committee and Ms. Kruti Kapadia appointed as a member of the committee

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. However no remuneration is paid to executivedirectors of the company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are not paid any remuneration by way of Sitting Fees andCommission. The Non-Executive Directors are not paid any sitting fees for meeting of theBoard and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Ms. Kruti Kapadia Chairman Non-Executive Director
Ms. Bhavana Shah Member Independent Non-Executive Director
Mr. Tushar Shah Member Executive Director

*Mr. SAMIR DAIDA resigned from the board on 15.03.2021 thus he also ceased as a memberof the committee and Ms. Kruti Kapadia appointed as a member of the committee

SECRETARIAL AUDIT REPORT

There are qualifications or adverse remarks in the Secretarial Audit Report whichrequire any clarification/ explanation as below:

1. The company has appointed Managing Director and CFO since the year 2017 and companysecretary has been appointed dated 20.03.2019. Further the board wish to inform you thatthe board in process for appointment of one more director in the board. However we stillnot get the suitable person for the position. We assure to appoint a director as early aspossible.

2. The website of the company is duly working and updated.

3. In respect of Late submission or non-compliance of law we would hereby inform thatthe financial year 2020-2021 is full of pandemic situation and due to which the company isnot able to comply with all the provision and some regulations due to the absence ofauthorized person and less staff. And thus certain non-compliance took place in thecompany but we assure that we are taking care of laws rules and regulation.

Further the Secretarial Audit Report as provided by Mr. Jitendra Parmar PracticingCompany Secretary for the financial year ended 31st March 2021 is annexed herewith foryour kind perusal and information.

COST AUDIT

Cost audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company. The details of the Vigil Committee are annexed herewith for your kindperusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REPRESSED ACT 2013:

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.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

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