Dear Members,
Your Directors have pleasure in presenting the 26th Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended March 31, 2024.
1. Financial Summary and Highlights:
The Company's financial performance for the year ended March 31, 2024:
(Rs. In Lacs)
| Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| Revenue |
1,388.46 |
1,102.73 |
| Other Income |
9.31 |
1.54 |
| Total Revenue |
1,397.77 |
1,104.26 |
| Less: Total Expenses |
1,337.34 |
1,038.41 |
| Profit Before Tax (PBT) |
60.42 |
65.85 |
| Less: Provision for tax |
|
|
| Current Tax |
16.00 |
19.00 |
| Deferred Tax |
(0.80) |
(11.32) |
| Prior year Tax Adjustment |
(0.15) |
0.88 |
| Profit After Tax (PAT) |
45.38 |
57.29 |
2. State of company's affairs & performance:
Your Company has seen increase in turnover during the year under review which accounted
for Rs. 1,388.46 Lakhs as compared to Rs.1,102.73 Lakhs in FY 2022-23. The Company has
incurred Net Profit of Rs. 45.38 Lakhs as compared to Net Profit of Rs. 57.29 Lakhs in FY
202223. Your Company is very much optimistic about the coming year. Since the Company is
trying to reduce cost and expand its business, your directors are hopeful that the results
will be more encouraging in near future.
3. Future prospects
Company is planning to expand the business by increasing the production capacity by
adding new machinery & technologies increasing the product quality and making place
more application that also make output for the components and automative industry.
The Company is committed to expanding its operations by investing in advanced machinery
and cutting-edge technologies to significantly enhance production capacity and elevate
product quality. This strategic move aims to diversify our product offerings, catering to
a broader range of applications, particularly in the components and automotive sectors.
We are confident that our expanded product range will drive increased sales and
profitability, positioning the Company for sustained growth and success in the future
Company is optimistic that this new product range will help company to increase the sales
and profits in future.
Opportunity and Future Prospects:
India is among the top-20 markets for the medical adhesives & Tapes in the world
and the 4th largest market for medical devices in Asia. The market for automotive and
Electrical industry is huge in India. The domestic industry has a huge potential to ramp
up indigenous manufacturing and invest in R &D and reduce dependence on imports.
Our Strengths:
Your Company has a strong, committed and dedicated workforce, which is a key to its
sustained success. The Company believes that motivation, sense of ownership and
satisfaction of its people are the most important drivers for its continued growth. Good
governance practices combined with strong leadership has been the inherent strength of the
Company. On the manufacturing front, we continue to build our capabilities and strengthen
our processes. Through our robust efforts in implementing important initiatives in Quality
and Compliance, we now see consistent positive outcomes from regulatory inspections. Our
audit programs and effective internal controls ensure our compliance of all existing rules
and regulations.
Our Company's success is driven by a strong, committed, and dedicated workforce, whose
motivation, sense of ownership, and satisfaction are the cornerstones of our continued
growth. We believe that these values, along with sound governance practices and strong
leadership, form the backbone of our organization.
On the manufacturing front, we are continuously enhancing our capabilities and refining
our processes. Our focused initiatives in Quality and Compliance have resulted in
consistently positive outcomes from regulatory inspections. With rigorous audit programs
and effective internal controls, we ensure full compliance with all applicable rules and
regulation
Competition:
The medical device industry is undergoing some major transformation with the latest
technological advancements and the continuous influx of manufacturers entering the market.
One of the biggest industries in healthcare, the medical device industry thrives on
innovation and technology but currently witnesses strong competition in the market.
4. Dividend:
The Directors are pleased to recommend a dividend of Rs. 0.05 (0.5%) per Equity Share
for the financial year ended March 31, 2024, for approval of the members.
5. Transfer To Reserve:
The Company has transferred Rs. 45.38 Lakhs to Reserve & Surplus and the same is in
compliance with the applicable provisions prescribed under the Companies Act, 2013.
6. Share capital:
As on March 31, 2024, the authorized share capital of the Company is Rs. 3,50,00,000/-
(Rupees Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-Five Lakh) Equity Shares
of Rs. 10/- (Rupees Ten Only) each.
As at March 31, 2024, the paid-up Equity Share Capital of the Company stood at Paid- up
Share Capital is Rs. 3,30,00,000/- (Rupees Three Crore Thirty Lakhs) divided into
33,00,000 (Thirty- Three Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
7. Compliance With the Accounting Standards:
The Company prepares its accounts and other financial statements in accordance with the
relevant accounting principles and also complies with the accounting standards issued by
the Institute of Chartered Accountants of India.
8. Subsidiaries, Joint Ventures and associate Companies:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
9. Transfer to unclaimed dividend to investor education and protection fund:
The Company does not have any unclaimed or unpaid dividend as on 31st March,
2024.
10. Directors And Key Managerial Personnel:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act, and that of Articles of
Association of the Company, Ms. Monali Gaurang Kanakia (DIN: 10135949), Director of the
Company retires by rotation at this Annual General Meeting of the Company and being
eligible, offers herself for reappointment.
ii) Change in Directors and Key Managerial Personnel's:
The following changes took place at the position of Directors and Key Managerial
Personnel of the Company during FY 2023-24:
| Name of Director/ Key Managerial Personnel |
Designation |
Nature of Change |
Date of Event |
| Mrs. Rekha Devang Kanakia |
Managing Director |
Resignation |
May 03, 2023 |
| Mr. Siddharth Gaurang Kanakia |
Managing Director |
Appointment |
May 03, 2023 |
| Mr. Rohan Devang Kanakia |
Non-Executive N on-Independent Director |
Re-designated |
May 03, 2023 |
| Mr. Gaurang Prataprai Kanakia |
Non-Executive N on-Independent Director |
Appointment |
May 03, 2023 |
| Ms. Monali Gaurang Kanakia |
Executive Director |
Appointment |
May 03, 2023 |
| Mr. Sunny Sharma |
Company Secretary & Compliance Officer |
Resignation |
February 28, 2024 |
iii) Composition of Board of Directors and Key Managerial Personnel's:
As on March 31, 2024, your Company's Board of Directors comprises of the following
Directors:
| Name of the Director |
Director Identification Number (DIN) |
Category |
| Mr. Siddharth Gaurang Kanakia* |
07595098 |
Managing Director |
| Mr. Rohan Devang Kanakia** |
09220915 |
Non-Executive Non-Independent Director |
| Mr. Gaurang Prataprai Kanakia* |
00346180 |
Non-Executive Non-Independent Director |
| Ms. Monali Kanakia* |
10135949 |
Executive Director |
| Mr. Hardik Rajnikant Bhatt |
07566870 |
Independent Director |
| Mr. Kamlesh Rajani Chunilal |
07588417 |
Independent Director |
| Mr. Pratik Pravin Tarpara |
08689556 |
Independent Director |
* Appointed wef May 03, 2023 ** Re-designated wef May 03, 2023
As on March 31, 2024, your Company's Key Managerial Personnel are as follows:
| Name of KMP |
Designation |
| Mr. Anand Prataprai Kanakia |
Chief Financial Officer |
iv) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared
after taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
Meetings of the Board:
During the year under review the Board of Directors have duly met 7 times to transact
the business of the Company:
1st May 03, 2023
2nd May 30, 2023
3rd August 31, 2023
4th September 30, 2023
5th October 23, 2023
6th - November 11, 2023
7th March 07, 2024
The maximum time gap between any two consecutive meetings did not exceed one hundred
and twenty days. The names, designation & categories of the Directors on the Board,
their attendance at respective Board Meetings held during the year and last Annual General
Meeting and total number of Shares held by them in the Company are as under:
| Name of Directors |
Category |
No of Board meeting attended |
Last AGM attend ed |
No of Directors hip in other Compan y |
Committee positions |
No of Shares as on 31st March 2024 |
|
|
|
|
|
Member |
Chairman |
|
| Mr. Siddharth Gaurang Kanakia |
Chairman and Managing Director |
7/7 |
Yes |
1 |
0 |
0 |
50,000 |
| Mr. Rohan Devang Kanakia |
Non-Executive Non Independent Director |
7/7 |
Yes |
0 |
0 |
0 |
NIL |
| Mr. Gaurang Prataprai Kanakia |
Non-Executive Non Independent Director |
7/7 |
Yes |
6 |
2 |
0 |
3,28,180 |
| Ms. Monali Kanakia |
Executive Director |
7/7 |
Yes |
0 |
0 |
0 |
28,210 |
| Mr. Hardik Rajnikant Bhatt |
Independent Director |
7/7 |
Yes |
0 |
2 |
0 |
NIL |
| Mr. Kamlesh Rajan Chunilal |
Independent Director |
7/7 |
Yes |
0 |
2 |
2 |
NIL |
| Mr. Pratik Pravin Tarpara |
Independent Director |
3/7 |
Yes |
0 |
0 |
0 |
NIL |
v) Committees of the Board:
At present, there are Two (2) Committees of Board, i.e. Audit Committee and Nomination
& Remuneration Committee. The Company is not mandated to form Stakeholders
Relationship Committee and Corporate Social Responsibility Committee. The Composition and
other details related to the Committees are as follows.
Audit Committee
The audit committee of the Company is constituted in line with the provisions of
Section 177 of the companies Act, 2013.
The terms of reference of the Audit committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommend the appointment, remuneration and terms of appointment of auditors of the
Company;
3. Approval of payment to statutory auditors for any other services rendered;
4. Reviewing with the management, the annual financial statements and auditors' report
thereon before submission to the board for approval, with particular reference to:
• Matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section 3 of section 134 of
the Act.
• Changes if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment
by management.
• Significant adjustments made in the financial statements arising out of audit
findings
• Compliance with listing and other legal requirements relating to financial
statements
• Disclosure of related party transactions
• Qualifications/Modified opinion on draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission
to the board for approval;
6. Review and monitor the auditors' independence and performance, and effectiveness of
audit process;
7. Approval or any subsequent modification of transactions with related parties;
8. Scrutiny of inter-corporate loans and investments.
9. Valuation of undertakings or assets of the Company, wherever it is necessary;
10. Evaluation of internal financial controls and risk management systems;
11. Reviewing with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
12. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
13. Discussion with internal auditors of any significant findings and follow up there
on;
14. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or failure of internal control systems of a
material change and reporting the same to board.
15. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
16. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
17. Establish a vigil mechanism for directors and employees to report genuine concerns
in such manner as may be prescribed.
18. To review the functioning of whistle blower mechanism.
19. The audit committee may call for the comments of the auditors about internal
control systems, the scope of audit, including the observations of the auditors and review
of financial statement before their submission to the board and may also discuss any
related issues with the internal and statutory auditors and the management of the Company.
20. Appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate.
21. Carrying out any other function as is mentioned in the terms of reference of the
audit committee;
22. Oversee financial reporting controls and process for material subsidiaries;
23. The Audit Committee invites executives, as it considers appropriate (particularly
the head of the finance function), representatives of the statutory auditors and
representatives of the internal auditors to be present at its meetings.
24. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision. - Not Applicable
The Composition of Audit Committee is as follows:
| Name |
Category |
No of meetings attended |
| Mr. Kamlesh Chunilal Rajani |
Independent Director- Member |
6/6 |
| Mr. Hardik Rajnikant Bhatt |
Independent Director- Chairman |
6/6 |
| Mr. Siddharth Kanakia* |
Managing Director |
1/1 |
| Mr. Gaurang Prataprai Kanakia** |
Non-Independent Non-Executive Director-Member |
5/5 |
*Mr. Siddharth Kanakia ceased to be Member wef May 03, 2023
** Mr. Gaurang Prataprai Kanakia appointed to be Member wef May 03, 2023
Six audit committee meetings were held during the year and the gap between two meetings
did not exceed one hundred and twenty days. The dates on which the said meetings were held
are as follows: May 03, 2023, May 30, 2023, August 31, 2023, October 23, 2023, November
11, 2023 and March 07, 2024.
Nomination and Remuneration Committee
The Company had a Nomination and Remuneration Committee of directors. The Committee's
constitution and terms of reference is in compliance with the provisions of Section 178 of
the Companies Act, 2013. The Committee comprises of 3 (three) members of the Board, the
details of the member are as follows:
| Name |
Category |
No of meetings attended |
| Mr. Kamlesh Chunilal Rajani |
Independent Director- Chairman |
1/1 |
| Mr. Hardik Rajnikant Bhatt |
Independent Director- Member |
1/1 |
| Mr. Siddharth Kanakia* |
Managing Director |
1/1 |
| Mr. Gaurang Prataprai Kanakia |
Non-Independent NonExecutive Director-Member |
NA |
*Mr. Siddharth Kanakia ceased to be Member wef May 03, 2023
** Mr. Gaurang Prataprai Kanakia appointed to be Member wef May 03, 2023
During the year, under review, one meeting of Nomination and Remuneration Committee was
held on
May 03, 2023.
Term of reference of the Committee, inter-alia, includes the following:
• To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a Policy, relating to
the remuneration for the Directors, Key Managerial Personnel and other employees.
• For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
• To formulate the criteria for evaluation of performance of Independent Directors
and the Board of Directors.
• To identify persons, who are qualified to become Directors and who may be
appointed in Senior Management in accordance with the criteria laid down and to recommend
to the Board of Directors their appointment and removal.
• To carry out evaluation of Directors performance
• To devise a Policy on Board Diversity.
• To recommend to the board, all remuneration, in whatever form, payable to senior
management.
Investor Complaints
Details of Investor Complaints received and redressed during the Financial Year 2023-24
are as follows:
| Opening Balance |
Received during the Year |
Resolved during the Year |
Closing Balance |
| NIL |
nil |
NIL |
nil |
No Complaints were outstanding as on 31st March 2024.
Declaration of Independence from Independent Directors:
All Independent Directors of your Company have individually and severally given a
declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to
the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
Based on the declaration(s) of Independent Directors, the Board of Directors recorded its
opinion that all Independent Directors are independent of the Management and have
fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as
well as applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
During the year under review, the independent Directors met on November 11, 2023
inter-alia to discuss:
• Evaluation of performance of Non-Independent Directors.
• Evaluation of the performance of the Chairman of the Company, taking into
account the views of the Executive and Non-Executive Directors
• Evaluation of the quality, content and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
11. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company
confirm that:
a) In the preparation of the annual accounts, 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 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;
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 and
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.
12. Change in the nature of business:
During the period under review, there is no change in the nature of business of the
Company. The Company continues to operate in the Manufacturing of Surgical Equipment's.
13. Annual return:
A copy of the annual return as provided under sub-section (3) of section 92 of the
Companies Act, 2013 (‘the Act'), in the prescribed form, is hosted on the Company's
website and can be accessed at https://kmsgroup.in
14. Particulars of contracts/ arrangements with related party:
All related party transactions that were entered into by the Company during the
financial year under review were on arms' length basis and in the ordinary course of
business. There are no material significant related party transactions entered into by the
Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons, which may have a potential conflict with the interest of the Company at large.
Details are annexed in Form AOC-2 "Annexure-A". The policy on materiality
of related party transactions and dealing with related party transactions as approved by
the Board may be accessed on the Company's website www.kmsgroup.in.
15. Listing with Stock Exchange
The shares of the Company are listed on BSE Limited. The Annual Listing fee payable to
the said stock exchanges for the FY 2023-2024, has been duly paid.
16. Statutory Auditors & Their Report:
M/s. H H Dedhia & Associates, Chartered Accountants, (Firm Registration No.:
148213W), are appointed as Statutory Auditors of the Company for a period of 5 (Five)
years, from the conclusion of 25th Annual General Meeting till the conclusion
of 30th Annual General Meeting of the Company.
The report of the M/s. H H Dedhia & Associates, Chartered Accountants, on Financial
Statements for the FY 2023-24 forms part of the Annual Report.
The Statutory Auditors have given following qualified opinion in their Audit Report as
on March 31, 2024:
| Sr. No. |
Opinion |
explanations or comments |
| 1. |
As described in notes 13 to the accounts, the Company has commenced maintaining
certain stock records of material items from mid of the year under report. The Company is
in process of reconciling these stock records with books of accounts. The closing stock as
on year-end has been physically verified and valued by the management and accordingly
accounted in the books of accounts. |
The company is in the process of streamlining stock records. Many new types raw
materials were added and due to the nature of stock it was difficult to segregate cost for
every identifiable item of stock and hence the record for any excess shortage will be
identified by the company as and when such discrepancies are evaluated by the management,
but the stock value has been done properly as per rules and there has been no
discrepancies about it |
17. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, Mr. Naveen Maheshwar
Karn, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The
report of the Secretarial Auditors is enclosed as Annexure-B to this report.
The Secretarial Auditors have given following remarks in their Secretarial Audit Report
as on March 31, 2024:
| Sr. No. |
Opinion |
explanations or comments |
| 1. |
Company has not complied with Rule 6 of Companies (Appointment and Qualification of
Directors) Rules, 2014 wrt registration of Independent Directors under Independent
Director's Databank. |
Company is in process of registration of Independent Directors under Independent
Directors Databank |
| 2. |
During the FY 2023-24, Company has paid Managerial Remuneration to Mr. Siddharth
Kanakia, Managing Director in excess of the approval obtained from Shareholder. |
Company shall at the ensuing Annual General Meeting is proposing to pass resolution to
waive off excess remuneration paid to Managing Director subject to approval of
shareholders. |
18. Cost Auditor:
Pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time your Company is not required to
appoint Cost Auditor for the financial year 2022-23.
19. Internal Auditor:
The provision of Section 138 of The Companies Act, 2013 applicable to company and
company has appointed M/s. K D Shah & Associates LLP, Chartered Accountant, as an
internal auditor of the Company, to carry out internal Audit for the financial year
2023-24 based on the recommendation of the Audit Committee.
20. Risk management:
Risk Management is a risk-based approach to manage an enterprise, identifying events
that may affect the entity and manage risks to provide reasonable assurance regarding
achievement of entity's objective. The risk management process consists of risk
identification, risk assessment, risk prioritization, risk treatment or mitigation, risk
monitoring and documenting the new risks. The Company has laid a comprehensive Risk
Assessment and Minimization Procedure, which is reviewed by the Audit committee and
approved by the Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined framework. In the
opinion of your Board, none of the risks which have been identified may threaten the
existence of the Company.
21. Internal Control Systems and Their Adequacy:
The Company has in place an adequate budgetary control system and internal financial
controls with reference to financial statements. No reportable material weaknesses were
observed in the system during the previous fiscal. Further, the Company has laid down
internal financial control policies and procedures which ensure accuracy and completeness
of the accounting records and the same are adequate for safeguarding of its assets and for
prevention and detection of frauds and errors, commensurate with the size and nature of
operations of the Company. The policies and procedures are also adequate for orderly and
efficient conduct of business of the Company.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business
Heads are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
22. Deposits:
The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
23. Particulars of loans, guarantees or investments by the company under Section 186 of
the Companies Act, 2013:
The company has not given any loans or guarantees or investments covered under the
provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2023-24.
24. Material changes affecting the financial position of the company:
During the year ended March 31, 2024, there were no material changes and commitments
affecting the financial position of the Company have occurred between the period ended
March 31, 2024 to which financial results relate and the date of the Report.
25. Corporate social responsibility:
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 is not
applicable to the Company, hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.
26. Significant and material orders passed by the regulators or courts:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
27. Management discussion and analysis:
The Management Discussion and Analysis Report on the operations of the Company, as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in a separate section and forms an integral part of this Report as Annexure-C.
28. Corporate Governance:
The Company is listed on SME Exchange, hence Corporate Governance Report is not
applicable.
29. Vigil Mechanism/Whistle Blower Policy:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil
mechanism of Directors and employees to report to the management about the unethical
behaviour, fraud or violation of Company's code of conduct.
The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to
report to the management concerns about unethical behaviour, actual or suspected fraud or
violation of the Codes of Conduct or policy and also provides for adequate safeguards
against victimization of employees by giving them direct access to the Chairman of the
Audit Committee in exceptional cases. The Protected Disclosures, if any reported under
this Policy will be appropriately and expeditiously investigated by the Chairman.
The Policy covers malpractices and events which have taken place / suspected to have
taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company
rules, manipulations, negligence causing danger to public health and safety,
misappropriation of monies, and other matters or activity on account of which the interest
of the Company is affected and formally reported by whistle blowers concerning its
employees.
Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year. The
policy is available on the Company's website: www.kmsgroup.in.
30. Familiarization programs for independent directors:
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the familiarization program aims to provide Independent
Directors with the industry scenario, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant developments so as to enable them to take well informed decisions in a timely
manner.
The familiarization program also seeks to update the Directors on the roles,
responsibilities, rights and duties under The Companies Act, 2013 and other statutes. The
Chairman and Managing Director also has a one to one discussion with the newly appointed
Director to familiarize him with the Company's operations. Further, on an ongoing basis as
a part of Agenda of Board / Committee Meetings, presentations are regularly made to the
Independent Directors on various matters inter-alia covering the Company's the detail of
the familiarization program.
31. Performance evaluation
Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the SEBI (LODR)
Regulations, 2015, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of all the Committees of
the Board. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the NonIndependent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.
32. Code Of Conduct:
Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed Companies to lay
down a Code of Conduct for its directors and senior management, incorporating duties of
directors as laid down in the Companies Act, 2013. Your Company has adopted and laid down
a code of conduct for all Board members and Senior Management of the company pursuant to
Clause 49 of the erstwhile listing agreement. The code of conduct is available on the
website of the company. All Board members and senior management personnel have affirmed
compliance with the Code of Conduct. A declaration to this effect signed by the Managing
Director is given in this Annual Report.
33. Reconciliation of share capital audit:
As stipulated by Securities and Exchange Board of India (SEBI), Mr. Naveen Maheshwar
Karn, Practicing Company Secretary carried out the Reconciliation of Share Capital Audit
to reconcile the total admitted capital with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) and the total issued and listed
capital. This audit is carried out every quarter and the report thereon is submitted to
Stock Exchanges and is also placed before the Board of Directors. No discrepancies were
noticed during these audits.
34. Insider Trading
The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading and
Corporate Disclosure Practices' in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 1992, as amended. The policy lays down procedures to be followed and
disclosures to be made while dealing with shares of the Company and cautioning them of the
consequences of violations. Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information, is available on the Company's website.
35. Disclosure Of Material T ransactions:
Under regulation 26(5) of SEBI Listing Regulations, 2015, Senior Management has made
periodical disclosures to the Board relating to all material financial and commercial
transactions, where they had (or were deemed to have had) personal interest that might
have been in potential conflict with the interest of the Company. None of the independent
directors have any material pecuniary relationship or transactions with its Promoters, its
Directors, its senior management or its subsidiaries which may affect their independence
and have received a declaration from them to this effect.
36. Particulars of employees:
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto excluding
the information on employees' particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during FY 2023-24. The statement of Disclosure of Remuneration under Section 197(12) of
the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (‘Rules'), is annexed as Annexure-D and forms an integral part of
this Report.
37. Conservation of energy, technology absorption and foreign exchange earning&
outgo:
Information on conservation of energy, technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under section 134[3][m] of the Act read with the
Companies [Accounts] Rules, 2014, are provided in the Annexure E and forms part of
this Report.
38. Prevention of sexual harassment at workplace:
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under
review, there were no cases filed or reported pursuant to the provisions of the said Act.
39. Secretarial standards:
During the Financial Year 2023-24, the company is in compliance with the applicable
Secretarial Standards issued by the Institute of Companies of India with respect to Board
and General meetings.
40. Acknowledgement:
Your Directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from all our Clients, Bankers, Business
Associates and the Government and other regulatory authorities and thank all stakeholders
for their valuable sustained support and encouragement towards the conduct of the
proficient operation of the Company. Your Directors would like to place on record their
gratitude to all the employees who have continued their support during the year.
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For and on behalf of the board of directors |
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Sd/- |
| Date: 28.08.2024 |
Siddharth Gaurang Kanakia |
| Place: Mumbai |
Chairman & Managing Director |
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DIN:07595098 |
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