Your Directors are pleased to present the Thirtieth ANNUAL REPORT along with the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended on March 31, 2024.
1. FINANCIAL RESULTS:-
fin lathi
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Particulars
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Standalone
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Consolidated
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2023-24
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2022-23
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2023-24
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2022-23
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Income from operations
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420.52
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378.95
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1107.05
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1817.02
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Income from other heads
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02.35
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6.66
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07.81
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16.71
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Total Expenditure
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392.46
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353.92
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1042.49
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1719.54
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Profit Before Tax
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30.40
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31.70
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72.37
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114.20
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Profit After Tax
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22.05
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23.03
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53.11
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83.90
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Basic and diluted EPS
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0.20
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0.21
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0.49
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0.78
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2. BUSINESS OVERVIEW
Standalone Basis
The total revenue during the year under review was Rs. 420.52 lakhs against Rs. 378.95 lakhs for the previous year. Profit before Tax Expense for the currentyear is Rs. 30.40 lakhs (Rs. 31.70 lakhs in previous year). Net Profit after tax amounted to Rs. 22.05 lakhs (Rs. 23.03 lakhs in previous year) thereby resulting decreasing of around 4.23%.
Consolidated Basis
As per the Consolidated Financial Statements, the Total Income of the Company, Profit before Tax (PBT), and net profit for the year were Rs. 1107.05 lakhs, Rs. 72.37 Lakhs and 53.11 Lakhs respectively.
3. SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs. 10,75,94,080/- for the year under review. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.
4. DIVIDEND
The Board of Directors has recommended a dividend of Rs. 0.50/-(Rupees Fifty Paisa only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.
Unclaimed Dividends:
As per sections 124 and 125 of the Companies Act, 2013, and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, dividends not encashed/claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund flEPFl.
5. FINANCE:
Cash and Cash equivalent as at March 31, 2024 was Rs. 13.58 Lakh. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.
6. DEPOSIT:
The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
7. SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES
K P International Pvt. Ltd is the Wholly Owned Subsidiary of Company as on 31.03.2024
In terms of the provisions contained in Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a report of performance and the financial of wholly owned subsidiary is provided as "Annexure- A "to this report
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTM ENTS
The Company has not provided any loan or given any guarantee or provided security in connection with such loan pursuant to section 186 of the Companies Act, 2013 during the year under review. The details of the investments made by Company are as per Schedule V of the Companies Act, 2013.
The details of an investment made by the Company as detailed in the Note No. 2 of the balance sheet of the financial statement: (Rs. In lakhs)
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NOTE:5 INVESTMENTS
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As at 31/03/2024 As at 31/03/2023
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Investment in Liquid Funds etc.
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62.47 47.63
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TOTAL
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62.47 47.63
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Note : The above investment, during F.Y. 2023-24, is exclusively made in Nippon India Mutual Fund (Reliance Liquid Fund). In the opinion of company such investment is purely on short-term basis and hence, is treated as a current investment.
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9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The process of Internal Financial Control over financial reporting is designed to provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements for various external purposes. As per extant guidelines for various financial reporting, the Company requires having adequate internal financial controls over financial reporting to assure reliability of financial reporting and should have risk management systems to counter and mitigate the possible risks involved in the business.
Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.
10. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review and upto the date of this report there has been no changes occurred in the composition of Board and Key Managerial Personnel of the Company:
1) Mr. Ketankumar Patel (Managing Director)
2) Ms. Aesha Mashru (Company Secretary)
3) Mrs. Nisha Mathew (CFO)
4) Mr. Maheshkumar Baldha*(Independent Director)
5) Mr. Hrishikesh Rakholia (Non Executive Director)
6) Ms. Falguni Patel (Independent Director)
*Mr. Maheshkumar Baldha was re appointed by the Board of Director w.e.f. 27th April, 2023, the Company has received approval of the Members of the Company by means of Special Resolution through Postal Ballot
Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Hrishikesh Rakholia (DIN: 08699877), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment
The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.
The Company has received the Declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149 of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulations 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
11. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.
12. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The detail of this policy is explained in the Corporate Governance Report and also available on www.kp-group.in/kemistar/
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of the Company is endlessly focused for the growth and expansion of the Company. It is further involved to strategize the optimum utilization of the available resources and to reduce cost so as to improve the profitability of the Company and also to generate additional opportunities to increase overall performance of the Company.
The Management of the Company is also striving towards becoming a 100% compliant entity and to improve its investor relations by sharing latest and correct information with its stakeholders and thereby creating a transparent atmosphere.
The Board met 7 times during the year under review. The Board held one meeting in each quarter and the gap
between any two meetings was not more than one hundred and twenty days as prescribed under the Companies Act, 2013.
The details of attendance of Directors are mentioned in Corporate Governance Report which forms part of this report Details of the Meeting held and convened during the financial year are as follows:
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Sr. No
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Date of Board Meeting
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1.
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April 25, 2023
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2.
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May 29,2023
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3.
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July 07, 2023
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4.
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August 12,2023
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5.
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September 06,2023
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6.
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November 09,2023
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7.
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Februaiy 13,2024
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14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—
a. In the preparation of the annual accounts s for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. The directors had 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 as at March 31, 2024 at the end of the financial year and of the profit and loss of the company for that period;
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.
f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. AUDITORS:
I. Statutory Auditors:
At the Company’s 29th AGM held on September 29, 2023, M/s. N. S. Nanavati & Co., (FRN: 134235W), Chartered Accountants, were appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 29th AGM until the conclusion of the 34th AGM of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements of the Company for the year ended March 31, 2024 and the Auditor’s Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
The notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.
During the Year under the review, the Auditor has not reported any matter under Section 143 (12) of the ACT, therefore no detail is required to be disclose under Section 134(3)(ca) of the Act. There was no
instance of fraud during the year under review, Which required statutory auditor to report to the Audit Committee and/or Board under section 143(12) of the Act and rule framed thereunder.
II. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s Rohit Periwal & Associates, Practicing Company Secretary (FCS- 12203, CP No. 22021) Ahmedabad to conduct a Secretarial Audit of the Company’s Secretarial and related records for the year ended 31st March, 2024.
III. Cost Auditor:
Company is not covered under Rule 3 and is not falling within the limits as specified under Rule (4) of the Companies (Cost Records and Audit) Rules, 2014, and hence appointment of Cost Auditor is not applicable to the Company.
IV. Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder company has appointed Ms. Aesha Mashru, Company Secretary (Membership No.: A45737) as the Internal Auditor of the Company for the Financial year 2023-24 at the remuneration as may be mutually agreed between the Internal Auditor and the Board of Directors.”
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation.
The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL. - Annexure B
17. ANNUAL RETURN
The Annual Return of the Company as on 31st March 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on thewebsite of the Company www.kp-group/kemistar/
18. CORPORATE GOVERNANCE
The Corporate Governance Report together with the certificate received from the Auditor of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2016, form an internal part of this report.-Annexure C.
19. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.-Annexure D.
20. SECRETARIAL AUDIT
As a measure of good corporate practice, the board of the director of the Company has sought the professional services M/s. Rohit Periwal & Associates, Practicing Company Secretary to conduct Secretarial Audit for FY 2023-24. The Secretarial Audit Report for the financial year end 31.03.2024 is provided in the Annual Report - Annexure E.
The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,2013.
21. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
22. PARTICULAR OF EMPLOYEES
The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act, 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are not applicable to the Company. However, there was no employee in receipt of remuneration under this section. The details required under section 197(12) and under rule 5 of Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act 2013 is provided in the Annual Report as Annexure ‘F’.
23. RELATED PARTY TRANSACTIONS
All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company. All such Related Party Transactions are placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.kp-group/kemistar/
24. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings and outgoings flow were NIL
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance of provisions of Section 177 of the Companies Act, 2013 ("the Act ”), other applicable provisions of the Act, Companies (Meetings of the Board and its Powers), Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) 2015, your Company has establish a vigil mechanismfor their directors and employees, so as to report their genuine concerns or grievances.
The vigil mechanism shall provide for adequate safeguards against victimization of person(s) who use such mechanism and make provision for direct access to the chairman of the Audit Committee or the director nominated by the Audit Committee, as the case may be, in exceptional cases.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Companvat www.kp-group/kemistar/
26. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading” and "Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thunder and no complaint has been received on sexual harassment during the financial year 2023-24. Further Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board’s view, there are no material risks.
29. STATUS OF LISTING FEES
Your Company has been regularly paying listing fees to the BSE, Mumbai where its Equity Shares are listed.
30. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.
31. HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.
32. STOCK EXCHANGES
The Company’s equity shares are listed with the Bombay Stock Exchange.
33. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 relating to 'Meetings of the Board of Directors’ and 'General Meetings’, respectively issued by Institute of Company Secretaries of India and approved by the central government under section 118(10) of the Companies Act, 2013.
34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS
During the Year under the review, there were no applications made or proceedings pending in the name of the Company under the Insolvency & Bankruptcy Code, 2016 which materially impact the business of the Company.
35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION
During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.
36. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
by order of board of directors for, and on behalf of the Company
Place: Ahmedabad
Date: 6th September, 2024 Sd/- Sd/-
Ketankumar Patel Hrishikesh Rakholia
Managing Director Director
(DIN: 01157786) (DIN: 08699877)
Registered Office:
604, Manas Complex,
Jodhpur Cross Road,
Satellite, Ahmedabad-380015
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