To
The Members,
Your directors are pleased to present 31st Annual Report and the Company's
Audited Financial Statement for the financial year ended March 31, 2025 (Financial Year
2024-2025).
Finance Results:
The Audited Financial Statements of your Company as on March 31, 2025, are
prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act"). The summarized financial highlight is depicted
below:
Financial Highlights
(Rs.in Lakhs)
|
Standalone |
Consolidated |
The Break-up of Profit is given as Follows |
31/03/2025 |
31/03/2024 |
31/03/2025 |
31/03/2024 |
| Total Revenue |
56.56 |
39.30 |
56.56 |
39.30 |
| Profit /Loss Before Depreciation & Exception/ Extra-Ordinary item |
44.37 |
22.91 |
44.37 |
22.91 |
| Depreciation |
0.03 |
0.03 |
0.03 |
0.03 |
| Exceptional Item |
- |
- |
- |
- |
| Share Profit / (Loss) of an Associate |
- |
- |
(11.04) |
1.29 |
| Net Profit Before Taxation |
12.19 |
16.39 |
1.15 |
17.67 |
| Current Tax |
1.90 |
2.56 |
0.18 |
2.76 |
| Deferred Tax |
0.00 |
0.00 |
0.00 |
0.00 |
| Net Profit After Taxation |
10.29 |
13.83 |
0.97 |
14.91 |
| Profit for the Period for Appropriation |
10.29 |
13.83 |
0.97 |
14.91 |
Earning Per Shares |
|
|
|
|
| Basic |
0.33 |
0.44 |
0.03 |
0.47 |
| Diluted |
0.33 |
0.44 |
0.03 |
0.47 |
Brief description of the Company's working during the year/State of Company's affairs:
Standalone Results:
The Company reported an increase in total revenue by 43.91% to Rs. 56.56 Lacs as
compared to Rs. 39.30 Lacs during the last year. Accordingly, the Net profit after tax has
increased to Rs. 10.29 Lacs. The management is hopeful to achieve better results going
forward.
Your Company is Non-Banking Finance Company (NBFC-Non-Systemically
Important-Non-Deposit Taking) registered with Reserve Bank of India and is not accepting
deposits from the public. The Company proposes to transfer an amount of Rs. 2.44 Lacs
which is 20% of net profit to Special Reserve Fund and after adjustment the balance is
proposed to be retained in the Statement of Profit & Loss.
Consolidated Results:
The Company has consolidated its accounts with its associate Company viz. Palco Metals
Limited. During the year, the Company reported consolidated total revenue of Rs. 56.56
Lacs as compared to Rs. 39.30 Lacs during the last year. Accordingly, the Net profit after
tax has decreased to Rs. 0.97 Lacs as compared to Rs.14.91 Lacs during the last year.
The Audited Consolidated Financial Statements for the financial year ended March 31,
2025, have been prepared, in accordance with the Ind AS Rules and relevant provisions
of the Act, from the duly approved Financial Statements of Associates by its respective
Board of directors.
Details of Change in, If Any:
There was no change in the nature of business of the Company during the financial year.
Dividend
In order to conserve the resources, your Directors do not recommend any dividend on
equity shares of the Company.
Transfer to Reserve
The company has transferred profit to the Reserve as required to be kept by the company
and the balance is transferred to surplus reserves.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclosures Made by The Statutory Auditors:
The observations made by the auditors in their report and notes to the accounts
referred to in the Auditors Report are self-explanatory. There were no qualifications,
reservations or adverse remarks made by the Auditors in their respective reports.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclosures Made by The Secretarial Auditor:
The observations made by the Secretarial Auditor in their report are self-explanatory.
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in their respective reports.
Financial Statements - Application of the Companies (Indian Accounting Standards)
Rules, 2015
The audited financial statements of the Company drawn up both on standalone and
consolidated basis, for the Financial Year ended March 31, 2025, are in accordance
with the requirements of the Companies (Indian Accounting Standards) Rules, 2015
("Ind AS Rules").
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which
are unclaimed or unpaid for certain years are required to be transferred to the Investor
Education and Protection Fund ("IEPF"). Further Company is also required to
transfer those shares to the Demat account of the Investor Education and Protection Fund
("IEPF") in respect of which dividend is unpaid or unclaimed for seven
consecutive years. There is no such amount which needs to be transferred to the IEPF.
The Company has not paid dividend in past. Hence, there is no requirement of transfer
of unpaid dividend as per the requirements of the IEPF Rules.
Subsidiaries/ Joint Venture/ Associate Companies:
Company does not have Subsidiary / Joint Venture Companies. The Company has one
Associate Company Namely M/s. Palco Metals Ltd.
Your directors have pleasure in attaching the Consolidated Financial Statements
pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as
Listing Regulations) read with other applicable provisions and prepared in accordance with
applicable IND AS, for financial year ended March 31, 2025. The required statement
is enclosed as an Annexure A to the report.
Material Changes and Commitments:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this report.
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
Directors' Responsibility Statement:
Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
1. In the preparation of the annual accounts, the applicable accounting standards
had been followed and there are no material departures from the same;
2. 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 at the end of financial
year and of the profit and loss of the Company for the year ended on that date.
3. The Directors had taken proper and sufficient care of 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;
4. The Directors had prepared the annual accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
6. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees.
Contracts and Arrangement with Related Parties:
During the year the Company has not entered into any material contracts or arrangement
with related parties which attracted the provisions of Section 188 of the Companies Act,
2013. Notes to the financial statement sets out the disclosure of related party
transactions during the year. The requirement of Policy on materiality of related party
transactions and dealing with related party transactions as per Regulation 23 SEBI (LODR)
Regulations, 2015 is not applicable to company as per the Exemption granted under
regulation 15(2) of Listing Regulations. After applicability of regulation 15(2) of
Listing Regulations, the related party transactions are dealt in by the company as per the
Section 188 of the Companies Act, 2013.
Corporate Governance:
Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company and hence nothing to report thereon.
Corporate Social Responsibilities:
As the Company's net worth, turnover or net profits are below the limit prescribed
under section 135 of the Companies Act 2013 read with Companies (Corporate social
Responsibility Policy) Rules 2014 and hence CSR is not applicable to your Company. The
Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of
Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23,
24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V in respect of listed entities having paid-up Equity share Capital not
exceeding rupees ten crores and net worth not exceeding rupees twenty-five crores as on
the last day of the previous financial year.
Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a)
and therefore, not required mandatorily to comply with the said regulations.
Risk Management
Your Company has Risk Management Framework as approved by the Board of Directors which
provides mechanism to identify, evaluate business risk and opportunities. The risk
associated with the business of the Company, its root causes are reviewed and steps are
taken to mitigate the same. The Audit Committee and Board of Directors also reviews the
key risk associated with the business of the Company, the procedure adopted to assess the
risk, efficacy and mitigation measures.
Internal Financial Control:
Your Directors state that there are adequate internal financial controls with reference
to the financial statements i.e. Balance Sheet, Statement of Profit and loss, Cash Flow
Statements and other relevant records and are operating effectively.
Directors:
During the year under review Mr. Ashok Agrawal (DIN 00944735), Executive director of
the company will retire by rotation and will seek re-appointment at the forthcoming annual
general meeting.
Your directors would further like to confirm that the Company has received declaration
from all the Independent Directors confirming their independence as well as confirmation
that "he / she is not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his / her ability to discharge his /
her duties with an objective independent judgment and without any external
influence". Accordingly, requirement of Section 149(6) of the Companies Act, 2013 are
duly complied with. None of the director of the Company is debarred from holding the
office of director pursuant to any SEBI order.
Your directors would like to confirm that as per opinion of the Board of Directors, all
the Independent Directors of the Company meet the requirement of integrity, expertise and
experience (including the proficiency) required for their appointment.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are Mr. Ashok Agrawal, Chairman & Managing Director and Mr. Vinod Agrawal, CFO
& Director and Mrs. Shweta Saparia Company Secretary of the Company. During the year,
there has been no change in the Key Managerial Personnel.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES: Composition of Board
The Board of Directors has an optimum combination of Executive and Non-Executive
Directors and Independent Directors in accordance with the provisions of the Act. The
composition of the Board of Directors of the Company as on March 31, 2025 is as
under:
| No. Name |
Designation |
Executive/non-executive |
| 1. Mr. Ashok Agrawal |
Chairman & Managing Director |
Executive |
| 2. Mr. Vinod Agrawal |
Director & CFO |
Non-Executive |
| 3. Mrs. Meenu Maheshwari |
Independent Director |
Non-Executive |
| 4. Mr. Kalpesh Mehta |
Independent Director |
Non-Executive |
Five Board meetings were held during the year. The details of Board Meetings and
attendance of Directors are given below:
Date of Meeting |
No. of Directors Present |
| 24/05/2024 |
04 |
| 25/07/2024 |
04 |
| 12/08/2024 |
04 |
| 14/11/2024 |
04 |
| 31/01/2025 |
04 |
Audit Committee:
The Company during the year there was re-composition of Audit Committee as under:
| No. Name |
Designation |
Position in Committee |
| 1. Mr. Kalpesh Mehta |
Director |
Chairman & Member |
| 2. Mrs. Meenu Maheshwari |
Director |
Member |
Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically about internal
control systems, the scope of audit including observation of the auditors and review of
financial statement before their submission to the Board and discuss any related issue
with internal and statutory auditors and the management of the Company.
In discharging the function of the Audit Committee, the committee shall have the
authority to investigate into any matter in relating to any terms specified in Section 177
or referred to it by the Board.
Responsibility of the Committee:
The Committee may assign any matter of importance nature relating to the accounts,
finance, taxation, inspection and investigation from time to tome and may require
submitting a report to the Board on such matters within the stipulated time. The committee
on any matter relating to financial management including audit report shall submit a
report to the Board from time to time. The Board has accepted all the recommendation made
by the Audit Committee.
Four Audit Committee meetings were held during the year. The details of Meetings and
attendance of Directors are given below:
Date of Meeting |
No. of Directors Present |
| 24/05/2024 |
02 |
| 12/08/2024 |
02 |
| 14/11/2024 |
02 |
| 31/01/2025 |
02 |
Nomination and Remuneration Committee:
The company has the Nomination and Remuneration Committee. The Composition of Committee
is as under:
| No. Name |
Designation |
Position in Committee |
| 1. Mr. Kalpesh Mehta |
Director |
Chairman |
| 2. Mrs. Meenu Maheshwari |
Director |
Member |
One NRC meeting were held during the year. The details of Meeting and attendance of
Directors are given below:
Date of Meeting No. of Directors Present
Date of Meeting |
No. of Directors Present |
| 31/03/2025 |
02 |
The Committee has been formed in terms of Section 178 of the Companies Act, 2013. The
Committee shall have at least the following basic responsibilities:
To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every Director's performance.
To formulate and review criteria that must be followed for determining qualification
for determining qualifications, positive attributes and independence of Director.
To recommend the Board a policy relating to the remuneration for the Directors, key
managerial personnel and other employees and to ensure compliance with the remuneration
policy set forth by the Company.
To propose to the Board, the members that must form part of the Committee.
To report on the systems and on the amount of the annual remuneration of Directors and
senior management. The Remuneration Policy has been posted on the website of the Company
http://kcsl.co.in/Pdf/CP/Nomination-Remuneration-Policy.pdf.
Stakeholders Relationship Committee
The composition of Stakeholders Relationship Committee is in accordance with the
Companies Act, 2013. The Composition of the Committee is as under:
| No. Name |
Designation |
Position in Committee |
| 1. Mr. Kalpesh Mehta |
Director |
Chairman |
| 2. Mrs. Meenu Maheshwari |
Director |
Member |
Basic Responsibilities of the Committee:
Considering and resolving the grievance of shareholders of the Company with respect to
transfer of shares, non-receipt of annual report etc.
Ensuring expeditious share transfer process in line with the proceedings of the Share
Transfer Committee.
Evaluating performance and service standards of the Registrar & Share Transfer
Agent of the Company.
Providing guidance and making recommendation to improve service levels for investors.
Four SRC Committee meetings were held during the year. The details of Meetings and
attendance of Directors are given below:
Date of Meeting |
No. of Directors Present |
| 24/05/2024 |
02 |
| 31/01/2025 |
02 |
Risk Management committee:
The terms of reference of the Risk Management Committee are as given below:
The Committee shall meet at such intervals, as per the applicable provisions of the
Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, amended from time to time.
The quorum for the meetings of the Committee shall be as per the applicable provisions
of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, amended from time to time.
The Chairman of the Committee and its meetings shall always be a member of the Board of
Directors. iv. The Committee shall monitor and review the risk management plan. v. The
Committee shall review risk matrix and regulatory risk factors.
The Committee shall review foreign exchange Hedging policy and Risk Management Policy
on an annual basis.
The Committee shall exercise such powers and duties as may be delegated by the Board of
Directors.
The Company Secretary shall act as the secretary to the Committee. During the year, two
meetings of the Risk Management Committee were held on 12/08/2024 and 01/02/2025. The
composition and the attendance of the members of the Risk Management Committee is as
follows:
| No. Name |
Designation |
Position in Committee |
No of Meetings Attend |
| 1. Mr. Kalpesh Mehta |
Independent Director |
Chairman |
02 |
| 2. Mrs. Meenu Maheshwari |
Independent Director |
Member |
02 |
| 3. Mr. Ashokkumar Agrawal |
Managing Director |
Member |
02 |
Separate Meeting of Independent Directors:
A meeting of Independent Directors was held without the attendance of Non-Independent
Directors and the members of Management. All independent Directors were present at the
meeting. The following issues were discussed in detail;
Reviewed the performance of non-independent Directors and the Board as a whole.
Reviewed the performance of the Chairperson of the Company taking into account the
views of executive Directors and non-executive Directors.
Date of Meeting |
No. of Directors Present |
| 31/03/2025 |
2 |
Board Evaluation:
In compliance with the Companies Act, 2013 and regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of
the Board, its committees and individual Directors was carried out during the year under
review. Various aspects of the Board's functioning were evaluated such as adequacy of the
composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors at their
meeting held separately. The Directors expressed their satisfaction with the evaluation
process. None of the independent directors are due for re-appointment.
Some of the key criteria for performance evaluation were as follows:
Performance evaluation of Board and Committees:
1. Degree of fulfilment of key responsibilities;
2. Board structure and composition;
3. Effectiveness of Board processes, information and functioning;
4. Board Culture and Dynamics;
5. Quality of relationship between the Board and the Management; and
6. Establishment and delineation of responsibilities to committees.
Performance evaluation of Directors:
1. provide meaningful and constructive contribution and inputs in meetings;
2. display a good degree of understanding of the company, industry, sector,
geography; and
3. display independence of judgment
Familiarization Programme for Independent Directors:
The Independent Directors of the Company are persons of integrity, possessing rich
experience and expertise in the field of corporate management, finance, capital market,
economic and business information. The Company has issued appointment letter to the
Independent Directors setting out in detail, the terms of appointment, duties, roles &
responsibilities and expectations from the appointed Director. The Board of Directors has
complete access to the information within the Company. Presentations are regularly made to
the Board of Directors / Audit Committee / Nomination & Remuneration Committee /
Stakeholders Relationship Committee on various related matters, where Directors have
interactive sessions with the Management.
Deposits:
Your Company has neither accepted nor renewed any deposits from public within the
meaning of Section 73 and Section 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount of
principal or interest was outstanding as on the Balance Sheet date.
Material Orders Passed by Regulatory Authorities:
There are no significant and material orders passed by the regulators or courts or
tribunals during the year impacting the going concern status and Company's operations in
future.
Vigil Mechanism (Whistle Blower):
Company has vigil mechanism in force to deal with instances of fraud and mismanagement
if any. The mechanism ensures that strict confidentiality is maintained whilst dealing
with the concern and also that no discrimination will be meted to any person for a
genuinely raised concern. The Chairman of the Audit Committee may also be contacted by
employees to report any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
Share Capital, Employee Stock Option etc.:
During the year there was no change in authorized and paid-up share capital of the
Company. The paid-up equity shares capital of the Company as on March 31, 2025 is
Rs. 3,15,84,000/- Moreover, During the year there are no issue of equity shares with
differential rights, no issue of sweat equity shares, no issue of employee stock options
and no provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of the employees, the details required to be given under various
rules issued under the Companies Act 2013 is NIL.
Reserve Bank of India Regulations:
Your Company is generally complying with the directions of the Reserve Bank of India
regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and
doubtful debts and other requirements as per the directions issued from time to time.
Management's Discussion and Analysis:
In terms of the provisions of regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the required Management's Discussion and
Analysis is set out in this Annual Report.
Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account:
The listed entity is not required to disclose the information regarding Demat suspense
account/ unclaimed suspense account, as there are no shares of company in the Demat
suspense account/ unclaimed suspense account.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed Mr. Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit
for the financial year 2024-2025. The secretarial Audit Report (Annexure-B) for the
financial year is annexed herewith which forms a part of this report. The Secretarial
Audit Report (Annexure-B) does not contain any qualification, reservation or
adverse market.
Cost Audit and Cost Audit Report
The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of
Cost Records and appointment of Cost auditors are not applicable to the Company.
Statutory Auditors & Auditor's Report:
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s.
Rinkesh Shah & Co., Chartered Accounts (FRN: 129690W) would hold office as Statutory
auditors till the date of forth coming Annual General Meeting. Due to Completion of the
five years term of M/s. Rinkesh Shah & Co., Chartered Accounts (FRN: 129690W), Board
appointment of M/s. Abhishek Kumar & Associates, Chartered Accountants (FRN 130052W),
Ahmedabad appointed as Statutory Auditors of the Company to hold office for a period of 5
(Five) consecutive financial years, from the conclusion of the 31st Annual
General Meeting of the Company until the conclusion of the 36th Annual General
Meeting of the Company Subject to the approval at the 31st AGM.. This item is
included as an agenda for the forth coming Annual General Meeting.
M/s. Rinkesh Shah & Co. has audited the books of accounts of the Company for the
financial year ended March 31, 2025 and has issued the Auditors' Report thereon.
There are no qualifications or reservations on adverse remarks or disclaimers in the said
report and do not call for any further explanation or comments U/s 134 (3 (f) of the
Companies Act, 2013. The Notes to the financial statements referred in the Auditors'
Report are self-explanatory. The Auditors' Report is enclosed with the financial
statements in this Annual Report.
Particulars of Loans Given, Investment made, Guarantee Given and Securities Provided:
The Company being a Non-Banking Finance Company ((NBFC-Non-Systemically
Important-Non-Deposit Taking)) has in the ordinary course of business made loans or
advances or given guarantees or provided securities or made investments in bodies
corporate and other persons during the financial year. Your Directors would like to draw
your attention to the notes to the financial statements which sets out the details of
loans and investments made. Pursuant to the provisions of Section 186 of the Act, the
disclosure regarding particulars of loan given, guarantee given and security are given in
notes to the financial statement.
Code of Conduct for Prevention of Insider Trading
The Company has established a code of conduct for Prevention of Insider Trading. The
necessary preventive actions, including closure of trading window around the time of any
price sensitive events information are taken care. The detailed Policy has available on
website of the Company.
Prevention of Sexual Harassment at Work Place
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder, your Company has laid down
a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints
Committee (ICC) to consider and resolve the complaints related to sexual harassment. The
ICC includes external members with relevant experience. The ICC presided by senior women,
conduct the investigations and make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace. The status of the sexual
harassment complaint received and disposed during the year are below:
i. number of complaints of sexual harassment received in the year - nil.
ii. number of complaints disposed off during the year - nil.
iii. number of cases pending for more than ninety days - nil.
All new employees go through a detailed personal orientation on POSH Policy adopted by
your Company.
Disclosure with respect to the compliance of the provisions relating to the maternity
benefit act 1961
The Company has complied with the provisions relating to the Maternity Benefit Act
1961.
Conservation of Energy, Technology absorptions and Foreign Exchange Earnings and Outgo
under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2014.
Though the operations of the Company are not energy intensive, the Company has taken
adequate measures to conserve energy and optimize its use by using energy efficient
computers and equipment with latest technology. The Company has not brought any
technology. There is no foreign exchange earnings or outgo during the year.
Annual Return (MGT-7):
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,
2025 prepared in accordance with Section 92(3) of the Act is made available on the
website of your Company and can be accessed using the at
https://www.kcsl.co.in/AnnualReport.aspx.
Particulars of Employees and Other Related Disclosures:
The Company has no employee drawing the remuneration in excess of limits prescribed
under the Act. The ratio of the remuneration of each director to the median employee's
remuneration and other details in terms of sub-section (12) of section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are forming part of this report and are annexed as
Annexure-C to this report. Further there are no other employees on the payroll of the
Company.
Compliance of Secretarial Standards:
The Board of Directors affirms that During the Year Company has complied with the
applicable Secretarial Standards issued by the Institute of Companies Secretaries of
India.
| General Shareholder Information |
|
|
31st Annual General Meeting |
| Venue |
Not applicable for this meeting as the meeting will be held through Video Conferencing
or other |
|
Audio Visual Means. |
| Date |
Friday, September 19, 2025. |
| Time |
4 p.m. |
| Book Closure |
From 12/09/2025 to 19/09/2025 (both days inclusive) |
Listing of Shares/ Listing Fees:
The securities of the Company are listed at BSE and ISIN of the Company is INE897B01019.
The Company has paid listing fee for the year 2024-2025.
Registrar and Share Transfer Agents: (R & T)
The Company has appointed MCS Share Transfer Agents Ltd., 101, Shatdal Complex, Opp.
Bata Showroom, Ashram Road, Ahmedabad: 380 009 as Registrar and Transfer Agents for
electronics shares. The average time taken in transfer of shares is 15 days. The
depositories directly transfer the Dematerialized shares to the beneficiaries.
Share Transfer System
Share transfers are registered and returned within a period of 15 days from the date of
receipt, provided documents are correct and valid in all respect.
Details of Application made or proceeding pending under Insolvency and Bankruptcy Code
2016:
No application was made or any proceedings filed under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year 2024-25.
Details of Difference Between Valuation Amount on One Time Settlement and Valuation
while availing Loan from Banks and Financial Institutions:
During the year under review, there has been no One Time Settlement of Loans taken from
Bank and Financial Institutions.
General Disclosure:
During the year under review, there is no change in the nature of business of the
Company and there is no material change and/or commitments, affecting the financial
position of the Company, during the period from March 31, 2025 till the date of
this report.
During the year under review, there was no significant and/or material order passed by
any regulators or courts or tribunals impacting the going concern status and company's
operations in future.
The Company does not provide any loan or other financial arrangement to its employees
or Directors or Key Managerial Personnel for purchase of its own shares and hence, the
disclosure under Section 67(3)(c) of the Companies Act, 2013.
The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules,
2014 is not provided, as the Company does not have any equity shares with differential
voting rights.
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees as well as contractors and lays down the guidelines
for identification, reporting and prevention of sexual harassment.
Your director's further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. In the preparation of Financial Statement, no treatment different
from that of prescribed accounting standard has been followed.
Code of Conduct for Prevention of Insider Trading
The Company has established a code of conduct for Prevention of Insider Trading. The
necessary preventive actions, including closure of trading window around the time of any
price sensitive events information are taken care. All covered person has given
declarations affirming compliance with the said code. The detailed policy is uploaded on
website of the Company.
Acknowledgment:
Your Directors wish to place on record their deep sense of gratitude to the
Shareholders, bankers, Government Institutions and regulatory bodies for their continued
assistance, support and cooperation. Our sincere thanks are also due to our esteemed other
business constituents and finally to employees of the Company for their untiring efforts
and commitment to their duties. Your Company will make all the efforts to the
| By Order of the Board |
| For, Krishna Capital & Securities Ltd |
Sd/- |
Ashok Agrawal |
| Chairman & Managing Director |
| DIN 00944735 |
Registered Office: |
| 403, Mauryansh Elanza, |
| B/h. Parekh Hospital, |
| Shyamal Cross Road |
| Satellite, |
| Ahmedabad: 380015 |
| Place: Ahmedabad |
| Date: 14/08/2025 |
