Dear Members,
Your Directors are pleased to present herewith their Report on the
business and Operation of the Company together with the Audited financials and Report of
Secretarial Auditor for the financial year ended on 31st March, 2025.
Financial Highlights
The Company's financial performance for the year ended on March
31, 2025 is summarized below:
| Particulars |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Revenue from Operations |
5786.70 |
5,891.31 |
| Other Income |
19.14 |
5.89 |
| Total Income |
5805.84 |
5897.19 |
| Total expenditure |
5771.66 |
5,855.40 |
| Profit/ ( Loss) before tax |
34.18 |
(0.24) |
| Tax Expenses: |
|
|
| i) Current Tax |
5.35 |
0.00 |
| ii) MAT Credit Entitlement |
(1.83) |
0.00 |
| iii) Earlier Years Tax |
(0.22) |
0.00 |
| iv) Deferred Tax (Assets)/Liabilities |
(14.68) |
(10.84) |
| Net Profit/(Loss) after tax |
45.56 |
10.60 |
| Total other comprehensive income, net of tax |
(0.40) |
(2.52) |
| Total Comprehensive income for the year, net of tax |
45.16 |
0.12 |
| Earnings per Share (Basic)/ (Diluted) |
0.50 |
0.12 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company recorded total revenue from
operations of 5,805.84 Lakh as against 5,897.19 Lakh in the previous financial year.
The Profit Before Tax (PBT) stood at 34.18 Lakh, marking a significant
increase compared to loss of
0.24 Lakh reported in FY 2023 24. Correspondingly, the Net Profit After
Tax amounted to 45.56 Lakh, as against 10.30 Lakh in the previous year.
Despite challenging economic conditions, the Company has demonstrated
improved performance during the year. The Board of Directors is of the view that the
Company possesses immense growth potential and adequate resources to sustain a rapid pace
of development in the coming years. Further, the Company intends to expand its business
presence across new geographical regions, which is expected to enhance both revenue and
profitability significantly.
CHANGE IN NATURE OF BUSNIESS
During the year under review, there was no change in the nature of
business of the Company. The Company continues to operate in line with its main object and
remains engaged in the same line of business.
CHANGE IN THE REGISTERED OFFICE
During the year under review, there was no change in the registered
office of the Company.
The Registered Office of the Company is located at: D- 1004, First
Floor, New Friends Colony, New Delhi 110065
The Corporate Office of the Company is situated at: A-71/72, Sector-
58, Noida, Uttar Pradesh 201301
BUSINESS STRATEGY
At Kuwer, we are constantly striving to achieve higher goals and have
been adding new machinery and developing new products/ applications with the aim of
meeting the ever-changing needs of the discerning customer. With a team of dedicated
qualified professionals and Total Quality
Management, we are able to deliver the right product to ensure total
customer satisfaction. The Company continues to focus on quality and strives to exceed the
customer expectations at all times we have extended its scope of working by using allied
Equipments.
We adhere to stringent quality control norms during all production
stages, right from raw material sourcing till the shipment of goods. The whole procedures
of quality control are perceived by our in-house Quality Assurance and Control (QA &
C) department.
INDUSTRIAL RELATIONS
Your Company has always considered its workforce as its valuable asset
and continues to invest in their excellence and development programs. Your Company has
taken several initiatives for enhancing employee engagement and satisfaction.
DIVIDEND
The Board of Directors of your company, after considering holistically
the relevant circumstances, has decided that it would be prudent, not to recommend any
Dividend for the financial year ended March 31, 2025. The Board assures you to present a
much strong financial statements in coming years.
PUBLIC DEPOSITES
During the year under review, the Company has not accepted any deposits
from the public under Chapter V of the Companies Act, 2013. Accordingly, the provisions of
Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, as well as the
directives issued by the Reserve Bank of India (RBI), are not applicable to the Company.
SHARE CAPITAL
During the year under review, no changes were carried out in the
authorized and paid-up share capital of the Company.
AUTHORIZED SHARE CAPITAL
The Authorized share Capital of the Company, as on March 31, 2025 is
15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty
Lakhs) Equity Shares of 10/- (Rupees Ten Only) each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
The issued, subscribed and paid-up capital of the Company, as on March
31, 2025 is 9,07,60,720 (Rupees Nine Crore Seven Lakh Sixty Thousand Seven Hundred Twenty)
divided into 90,76,072 (Ninety Lakh Seventy Six Thousand Seventy Two) equity shares of 10
each.
TRANSFER TO RESERVES (OTHER EQUITY)
During the year under review, the Company has not transferred any
amount to specific reserves. The entire net profit for the financial year 2024 25 has been
retained and carried forward under Reserves and Surplus, as reflected in the Balance
Sheet.
AUDITORS AND AUDITORS' REPORT
a. Statutory Auditor:
M/s PVSP & Co., Chartered Accountants (FRN: 008940N), New
Delhi, continue as Statutory Auditor of the Company. In accordance with Section 139 of the
Companies Act, 2013, read with rules made thereunder, the Board of Directors at its meeting
held on September 01, 2022, based on the recommendation of the Audit Committee, has
recommended the appointment of M/s PVSP & Co., Chartered Accountants (FRN: 008940N),
New Delhi, as Statutory Auditor of the Company for a period of 5 consecutive years, commencing
from conclusion of 30th AGM till the conclusion of 36th AGM, to be held in the Year
2027.
M/s PVSP & Co. have confirmed their willingness and eligibility for
appointment in accordance with Section 139 read with Section 141of the Act.
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force).
The Auditors' Report for the financial year ended 31st March, 2024, does not contain
any qualification, reservation or adverse remark.
Auditor's Report
Statutory Auditor of the Company has submitted Auditor's Report on
the Accounts of the
Company for the accounting year ended on 31st March, 2025.
The Auditor's report is self -explanatory and requires no comments.
b. Secretarial Auditor
The Board has appointed M/s Amit H.V. & Associates (Prop. Mr. Amit
Kumar), a Practicing Company Secretary, to conduct Secretarial Audit under the provisions
of Section 204 of the Companies Act, 2013 for the financial year 2024-25.
The Secretarial Auditor of the Company have submitted their Report in
form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial
year ended 31st March, 2025. The Secretarial Auditor Repot is annexed herewith
and marked as Annexure-II to this Report. Explanation to the observation of
Secretarial Auditor is as follows:
1. In terms of Regulation 46 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 [Regulation 46], every listed entity is
required to maintain a functional website containing basic information about the Company,
including all statutory and regulatory disclosures as prescribed.
During the year under review, it has been observed that although the
Company's website remains functional, certain information/disclosures have not been
updated in a timely manner. The Management is in the process of ensuring that all
requisite information is uploaded and kept current, and necessary steps are being taken to
achieve full compliance at the earliest.
2. It was observed that the disclosure required to be made under
Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 in respect of transmission of shares of Mr. (Late) J. B. Aggarwal to Mr.
Tarun Aggarwal, involving 12,19,300 (Twelve Lakh Nineteen Thousand Three Hundred) equity
shares on 24th May, 2024, was not filed with the Stock Exchange(s) within the prescribed
time.
Management Reply
Management of the Company assure you that Effective and Efficient steps
will be taken by the Company in the Coming Financial Year to resolve and Comply all the
above mentioned Remarks given by the Secretarial Auditor of the Company.
c. Internal Auditor
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Board of Directors had appointed M/s A B N K & Co., Chartered Accountants,
New Delhi, FRN: 033641N as the Internal Auditor of the Company for the financial year 2024
25.
He has conducted periodic internal audits of various operational and
financial functions and submitted his reports to the Audit Committee and the Board. His
observations and recommendations have helped strengthen the internal control systems and
ensure compliance.
WEBSITE
Your Company maintains a fully functional and regularly updated website
as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 i.e. www.kuwer.com
The website has been designed to provide detailed and transparent
information about the Company. It hosts a comprehensive repository of corporate data
including: - Financial Results - Shareholding Pattern - Details of Board and Committees -
Corporate Policies and Codes - Business Activities
BOARD OF DIRECTORS AND KEYMANAGERIAL PERSONEL
Constitution of Board:
As on date of this report, the Board comprised of following Directors:
|
|
|
|
|
No. of Committee1
in which Director is |
|
| Name of Director |
Category cum Designatio n |
Date of Original Appointm ent |
Date of Appointm ent at current Term & designatio n |
Total Directors hip in other Companie s2 |
Membe r |
Chairm an |
No. of Equity Shares held as on March 31,
2025 |
| Mr. Tarun Aggarwal |
Chairman & Managing Director |
July 16, 2001 |
September 30, 2022 |
9 |
2 |
- |
2474308 |
| Mrs. Megha Aggarwal |
Whole Time Director |
March 23, 2015 |
December 29, 2020 |
2 |
1 |
- |
22727 |
| Mrs. Usha Aggarwal |
Non- Executive |
December 02, 2020 |
December 29, 2020 |
4 |
- |
- |
756665 |
|
Non- Independen t Director |
|
|
|
|
|
|
| Mr. Pranva Gupta |
Non- Executive Independen t Directors |
December 02, 2020 |
December 29, 2020 |
1 |
3 |
2 |
Nil |
| *Mrs. Anjali Garg |
Non- Executive Independen t Directors |
December 02, 2020 |
December 29, 2020 |
0 |
|
|
Nil |
| Mr. Rahul Agarwal |
Non- Executive Independen t Directors |
September 02, 2020 |
September 29, 2020 |
5 |
3 |
1 |
Nil |
1 Committee includes Audit Committee and Stakeholder's
Relationship Committee across all Public
Companies.
2 Excluding LLPs, Section 8 Company & Struck Off Companies.
*Note: Mrs. Anjali Garg (DIN: 00440762) has resigned from the position
of Independent Director of the Company w.e.f. 02nd September, 2025 i.e. after
closing of the reporting financial year.
The composition of Board complies with the requirements of the
Companies Act, 2013 ("Act").
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director
in any other Listed Company and the number of their directorship is within the limits laid
down under Section 165 of the Companies Act, 2013.
Disclosure by Directors:
None of the Directors of the Company are disqualified as per section
164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the
Companies Act, 2013. The Directors have also made necessary disclosures to the extent as
required under provisions of section 184(1) of the Companies Act, 2013. All members of the
Board of Directors and senior management personnel affirmed compliance with the
Company's Code of Conduct policy for the FY
2024-24.
Board Meetings and Attendance of Directors
The Board of Directors of the Company meets at regular intervals to
discuss and deliberate on business strategies, operations, financial performance, and
other key matters. Additional Board meetings are convened, as and when necessary, to
address urgent business requirements.
During the year under review, Board of Directors of the Company met 5
(five) times on May 30, 2024, August 14, 2024, September 02, 2024, November 12, 2024,
February 14, 2025
The Company has complied with the provisions of Section 173 of the
Companies Act, 2013. The gap between two consecutive Board meetings did not exceed 120
days.
The attendance of the Directors at the Board Meetings held during the
year is as under:
| Name of Director |
Mr. Tarun Aggarwal |
Mrs. Megha Aggarwal |
Mrs. Usha Aggarwal |
Mr. Pranav Gupta |
Mrs. Anjali Garg |
Mr. Rahul Aggarwal |
| No. of Board Meeting held |
5 |
5 |
5 |
5 |
5 |
5 |
| Number of Board |
5 |
5 |
5 |
5 |
5 |
5 |
| Meetings Eligible to attend |
|
|
|
|
|
|
| Number of Board Meeting attended |
5 |
5 |
3 |
5 |
5 |
5 |
| Presence at the previous |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
| AGM of F.Y. 2024-25 |
|
|
|
|
|
|
General Meetings:
During the year under review, the following General Meetings were held,
the details of which are given as under:
| Sr. No. Type of General Meeting |
Date of General Meeting |
| 1 Annual General Meeting |
September 28, 2024 |
Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that:
a) they meet the criteria of independence as prescribed under section
149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015; and
b) they have registered their names in the Independent Directors'
Data bank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and amendments thereto.
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, there were following changes in
constitution of the Board of Directors of the Company.
Change in Composition of Board of Directors:
Appointments
During the financial year 2024-25, there has been no change in the
Directorship of the Company.
Resignation
During the financial year 2024-25, there has been no change in the
Directorship of the Company.
Retirements by Rotation and Subsequent Re-Appointment
Pursuant to the provisions of Section 152(6) and other applicable
provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mrs.
Usha Aggarwal (DIN: 01288577), Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible has offered for her re-appointment.
The proposal for her re-appointment forms part of the Notice convening
the AGM. A brief profile and additional details pertaining to Mrs. Usha Aggarwal have also
been provided in the Notice for shareholders' reference and consideration.
Details of Key Managerial Personnel:
In accordance with the provisions of Section 203 of the Companies Act,
2013, the following individuals served as Key Managerial Personnel (KMP) of the
Company during the financial year 2024 25:
| 1. Mr. Tarun Aggarwal** |
Chairman, Managing Director and CEO |
| 2 Mrs. Megha Aggarwal |
Whole Time Director |
| 3. Mr. Hanuman Kumar |
Chief Financial Officer (CFO) |
| 4. Ms. Supriya Chakraborthy * |
Company Secretary and Compliance Officer |
| 5. Mr. Ayush Garg* |
Company Secretary and Compliance Officer |
| 6. Mr. Ashish Sharma* |
Company Secretary and Compliance Officer |
* During the year under review, there were certain changes in the Key
Managerial Personnel of the Company, as detailed below: - Ms. Supriya Chakraborthy
resigned from the position of Company Secretary & Compliance Officer of the
Company with effect from 28th February, 2025.
- Mr. Ayush Garg was appointed as Company Secretary & Compliance
Officer of the Company with effect from 22nd May, 2025; however, he subsequently resigned
from the said position with effect from 3rd July, 2025.
- Mr. Ashish Sharma was appointed as Company Secretary & Compliance
Officer of the Company with effect from 4th July, 2025 and continues to hold the said
office as on date.
** Mr. Tarun Aggarwal has resigned from the position of CEO of the
Company w.e.f. 02nd September, 2025 i.e. after closing of the reporting
financial year.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has carried out the annual evaluation of the
performance of the Board as a whole, its committees, and individual Directors, including
the Chairman.
The evaluation process was conducted in the following manner:
- Board Evaluation: The performance of the Board was assessed
based on various criteria, including its composition, diversity, structure, effectiveness
of processes, quality of deliberations, access to information, and overall functioning.
Feedback was sought from all Directors to ensure a comprehensive and objective review.
- Committee Evaluation: Each Committee of the Board was
evaluated based on its composition, clarity of roles and responsibilities, frequency and
effectiveness of meetings, and the quality of contributions made by Committee members.
- Individual Director Evaluation: The performance of individual
Directors, including Executive and Non-Executive Directors, was reviewed by the Board and
the Nomination and Remuneration Committee. The assessment included parameters such as
level of preparedness, participation in meetings, constructive inputs during
deliberations, and overall contribution to the governance and strategic direction of the
Company.
- Chairman Evaluation: The performance of the Chairman was
evaluated separately, focusing on leadership qualities, fostering an open and transparent
environment, and facilitating effective communication between the Board and management.
A separate meeting of the Independent Directors was held, where
they evaluated the performance of the Non-Independent Directors, the Board as a whole, and
the performance of the Chairman. The outcome of this evaluation was discussed in the
subsequent Board meeting.
Additionally, the performance evaluation of Independent Directors was
carried out by the entire Board, excluding the Director being evaluated.
The outcome of the evaluations confirmed that the Board and its
Committees are functioning effectively and that the Directors are contributing
meaningfully to the Company's growth and governance.
The Directors expressed their satisfaction with the evaluation process.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to
safeguard and protect its assets as well as to improve the overall productivity of its
operations. All the transactions are properly authorized, recorded and reported to the
management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. Te detailed process
of review not only ensures reliability of control systems and legal compliances with
applicable legislation, defined policies and processes but also reviews efficiency of
systems and ensures safeguarding of tangible and intangible assets.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration as required under Section
178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is
annexed herewith and marked as Annexure II to this Report.
RISK MANAGEMENT
The Company has adopted the Risk Management policy that defines and
lays out the strategies and methodology to decide on the risk taking ability of the
organization. The Company constantly reviews its exposure to various types of risk,
whether it be regulatory, operational, environmental, financial or political. The Company
has in place adequate systems to ensure compliance with all regulatory and statutory
matters reviews the same on a periodic basis and takes appropriate corrective action when
necessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st
March, 2025 and state that:
a. In the preparation of the Annual Accounts for the year ended 31st
March, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Companies Act, 2013, have been followed and there are no material
departures from the same;
b. That 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. That 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. That 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. That
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.
Based on the internal financial control framework, audit procedure and
compliance system as established and maintained by the Company, the Board is of the
opinion that the Company's internal financial controls were adequate and effective
during the financial year 2024-25.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2)
& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, therefore no statement is required be given showing the names and other particulars
of the employees drawing remuneration in excess of the limits set out in the said rules
are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
i. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2024-25:
| Sr. No. Name of Director |
Remuneration Paid during F.Y. 2024-2025 |
Ratio |
| 1 Tarun Aggarwal |
9,00,000/- |
42.78 |
ii. The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the
financial year 2024-25:
| Sr. No. Name of Director |
Remuneration Paid during F.Y. 2024-25 |
Remuneration Paid during F.Y. 2023-24 |
Percentage Change |
| 1 Tarun Aggarwal |
9,00,000/- |
9,00,000 |
Nil |
| 2 Hanuman Kumar (CFO) |
4,20,000 |
4,20,000 |
Nil |
| 3 CS Supriya Charaborthy |
2,75,000 |
1,00,000 |
Nil |
iii. The percentage increase in the median remuneration of employees in
the financial year 2024-25:
There has been no change in the median remuneration to the employees.
iv. The number of permanent employees on the rolls of company: 45
v. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: N.A.
vi. The key parameters for any variable component of remuneration
availed by the Directors: variable component of remuneration is availed by Directors.
vii. Affirmation that the remuneration is as per the remuneration
policy of the Company:
It is hereby affirmed that the remuneration paid is as per the
Nomination and Remuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Equity shares of the Company are listed at BSE Limited. The trading
in to the equity shares of the Company is active on the BSE Limited under XD Group.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by the Company during the
financial year under review were in the Ordinary Course of Business and on an Arm's
Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no materially significant Related Party Transactions:
- Exceeding 10% of the annual consolidated turnover of the Company, or
- Involving brand usage or royalty payments exceeding 5% of the annual
consolidated turnover,
that may have a potential conflict with the interest of the Company at
large.
Accordingly, the disclosure of particulars of contracts or arrangements
with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies
Act, 2013, is not applicable.
The details of the related party transactions for the Financial Year
2024 25 are provided in the notes to the financial statements, which form an integral part
of this Annual Report.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board can be accessed on the Company's
website at the link www.kuwer.com.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There have been no significant and material orders passed by any
regulators, courts, or tribunals which would impact the going concern status of the
Company or its future operations.
Details of litigation, if any, pertaining to tax and other matters are
disclosed in the Auditor's Report and the Financial Statements, which form an
integral part of this Annual Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following substantive
Committees constituted by the Board function according to their respective roles and
defined scope: - Audit Committee - Nomination and Remuneration Committee - Stakeholder
Relationship Committee
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act,
2013, the copy of Annual Report in form MGT-7 is available at the official website of the
Company www.kuwer.com.
B) AUDIT COMMITTEE
The Board has constituted the Audit Committee in line with the
provisions of Section 177 of the Companies Act, 2013. The terms of reference of the
Committee are available on the website of the Company.
During the year under review, the Audit Committee met 4 (Four) times
during the Financial Year 2024-25 on May 30, 2024, August 14, 2024, November 12, 2024 and
February 14, 2025.
The composition of the Committee and the details of meetings attended
by its members are given below:
| Name of the Directors |
Category |
Designation |
Number of meetings during
the Financial Year 2024-25 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mr. Rahul Aggarwal |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
| Mr. Pranav Gupta |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
| Mr. Tarun Aggarwal |
Chairman and Managing Director |
Member |
4 |
4 |
4 |
The Statutory Auditors of the Company are invited in the meeting of the
Committee wherever required. Further, the Company Secretary of the Company is acting as
Company Secretary to the Audit Committee.
Recommendations of Audit Committee wherever/whenever given have been
considered and accepted by the Board.
Change in Composition of the Audit Committee: Subsequent to the
year under review, the Audit Committee was reconstituted by the Board of Directors w.e.f. September
04, 2025. The composition of the Audit Committee as on the date of this Report is as
under:
| Mr. Pranav Gupta |
Chairperson (Non-Executive Independent Director) |
| Mr. Rahul Agarwal |
Member (Non-Executive Independent Director) |
| Mr. Tarun Aggarwal |
Member (Chairman & Managing Director) |
D) NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors has formed Nomination and Remuneration committee
in line with the provisions of Section 178 of the Companies Act 2013.
Nomination and Remuneration Committee meetings are generally held for
identifying the persons who are qualified to become Directors and may be appointed in
senior management and recommending their appointments and removal. The terms of reference
of the Committee are available on the website of the Company at www.kuwer.com.
During the year under review Nomination and Remuneration Committee met
2 (Two) times viz on August 14, 2024 and February 14, 2025.
The composition of the Committee and the details of meetings attended
by its members are given below:
| Name of the Directors |
Category |
Designation |
Number of meetings during
the Financial Year 2024-25 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mr. Pranav Gupta |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
2 |
| Mr. Rahul Aggarwal |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
| Mrs. Anjali Garg |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
Change in Composition of the Nomination & Remuneration Committee:
Subsequent to the year under review, the Nomination and Remuneration Committee was
reconstituted by the Board of Directors w.e.f. September 04, 2025. The composition
of the Nomination and Remuneration Committee as on the date of this Report is as under:
| Mr. Pranav Gupta |
Chairperson (Non-Executive Independent Director) |
| Mr. Rahul Agarwal |
Member (Non-Executive Independent Director) |
| Mr. Tarun Aggarwal |
Member (Chairman & Managing Director) |
Nomination and Remuneration Policy:
The Nomination and Remuneration Policy of the Company is framed with
the objective of fostering a high-performance culture across the organization. The Policy
is designed to attract, retain, and motivate qualified personnel in a competitive market
environment and to align the aspirations of the employees with the long-term goals of the
Company.
The Company pays remuneration to its Executive Directors and Key
Managerial Personnel (KMPs) by way of salary, benefits, perquisites, and allowances. The
structure of remuneration is in accordance with the applicable provisions of the Companies
Act, 2013 and as approved by the shareholders, wherever necessary.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is available on the Company's website and as detailed in Annexure-III
of this Report.
E) STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has formed Stakeholder's Relationship Committee in
line with the provisions Section
178 of the Companies Act, 2013.
The Board of Directors has constituted Stakeholder's Relationship
Committee mainly to focus on the redressal of Shareholders' / Investors'
Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.
The Stakeholders Relationship Committee shall report to the Board on a
quarterly basis regarding the status of redressal of complaints received from the
shareholders of the Company. The terms of reference of the Committee are available on the
website of the Company.
During the year under review, Stakeholder's Relationship Committee
met 4 (Four) times during the Financial Year 2024- 25 on May 30, 2024, August 14, 2024,
November 12, 2024, and February 14, 2025.
The composition of the Committee and the details of meetings attended
by its members are given below:
| Name of the Directors |
Category |
Designation |
Number of meetings during
the Financial Year 2024-25 |
|
|
|
Held |
Eligible to attend |
Attended |
| Mr. Pranav Gupta |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
| Mr. Rahul Aggarwal |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
| Mr. Tarun Aggarwal |
Chairman and Managing Director |
Member |
4 |
4 |
4 |
Also, there were no complaints unresolved as on March 31 2025.
Change in Composition of the Stakeholder's Relationship Committee:
Subsequent to the year under review, the Stakeholder's
Relationship Committee was reconstituted by the Board of Directors w.e.f. September 04,
2025. The composition of the Stakeholder's Relationship Committee as on the date
of this Report is as under:
| Mr. Rahul Agarwal |
Chairperson (Non-Executive Independent Director) |
| Mr. Pranav Gupta |
Member (Non-Executive Independent Director) |
| Mrs. Megha Aggarwal |
Member (Whole Time Director) |
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior actual or suspected fraud or violation of Company's
Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company at
www.kuwer.com.
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace.
The Board of Directors has constituted an Internal Complaints Committee to consider and
redress complaints of sexual harassment & also adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder.
During the financial year 2024-25, the Company has received no
complaints on sexual harassment.
H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided in the financial statements.
I) CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013, relating to
Corporate Social Responsibility, are not applicable to the Company during the year under
review.
J) CORPORATE GOVERNANCE REPORT
Regulation 27 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 shall be applicable those companies having paid up equity
share capital exceeding 10 crore and Net Worth exceeding 25 crore, as on the last day of
the previous financial year. The paid up share capital and net worth of your Company do
not come under the purview of applicability of Regulation 27 of Listing Regulations i.e.
Corporate Governance. Therefore separate report of corporate governance is not attached
herewith.
In spite of above exemption, Your Company adopts best practices for
corporate governance, disclosure standard and enhanced shareholder value while protecting
the interest of all other stakeholders including clients, its employee. This has enabled
your Company to earn the trust and goodwill of its investors, business partners, employees
and the communities in which it operates.
The certification by CFO as per regulation 15(2)(b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as
Annexure ‘C'.
K) COST RECORDS
The provisions of Section 148 are not applicable on the Company.
Consequently, the company is not liable to maintain such cost records.
L) INTERNAL COMPLAINT COMMITTEE
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
M) DISCLOSURE RELATING TO MATERIAL VARIATION
As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, there is no significant material variances noted in the
Company.
N) SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of the
Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the
Central Government under the Companies Act, 2013.
O) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company has not transferred any
amount in investor Education and Protection Fund.
P) GENERAL DISCLOSURE
In accordance with the provisions of Section 134(3) of the Companies
Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable
provisions, your Directors confirm that all necessary disclosures have been made in this
Board Report.
Further, the Board confirms that there were no transactions during the
year under review requiring disclosure in respect of the following items:
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. The Managing Directors of the Company did not receive any
remuneration or commission from subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
SUBSIDIARY & ASSOCIATE COMPANY
As on March 31, 2025, the Company does not have any Subsidiary,
Associate, or Joint Venture Company within the meaning of Section 2(6) and Section 2(87)
of the Companies Act, 2013.
Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of
the Companies Act, 2013 is not applicable.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and
forming part of the Director's report for the year ended 31st March, 2025 are
given below:
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions related conservation of energy does not apply to the
Company, therefore, the information as provided in Performa given in Form A under the
Companies (Accounts) Rules, 2014 is not given. However, the Company is conscious about its
responsibility to conserve energy, power and other energy sources wherever possible. We
emphasis towards a safe and clean environment and continue to adhere to all regulatory
requirements and guidelines.
The Company has been taking energy saving measures viz., Use of energy
saver electrical Equipments, CFL fittings are provided inside the building for common area
lighting in the projects of the Company, Efficient ventilation system in offices and the
projects of the Company.
Moreover, your company emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work
during the year 2020-21. However, in order to minimize its cost and increase the quality
of its projects, your Company is trying to maintain highest standard of quality.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of Foreign Exchange, earnings and Outgo are given as below:-
| Particulars |
Year 2025 (Amount) |
Year 2024 (Amount) |
| Foreign Exchange Earning |
Nil |
Nil |
| Foreign Exchange Outgoing |
Nil |
Nil |
DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the Financial Year 2024 25, there were no applications made or
proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any
Financial or Operational Creditors against the Company.
As on the date of this report, there are no pending applications or
proceedings under the said Code against the Company.
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments and
Development Authorities connected with the business of the Company, Bankers of the
Company, Housing Finance as well as other Institutions for their co-operation and
continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued patronage.
i) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at all levels in
achieving the results and hopes that they would continue their sincere and dedicated
Endeavour towards attainment of better working results during the current year.
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