Director's Report

Dear shareholders,

Your directors are pleased to present 39th (Thirty Nineth) Report of the
company to their shareholders together with Audited Financial Results and Annexures
thereon:


1. Financial Performance:

The financial performance of the company can be evaluated on the basis of data provided
in the following table. For further details, members are requested to refer financial
statements forming part of this annual Report.


  

    

    

    

    

    
(Amt. in Lakhs)
  
  

    
Particulars
    
Standalone
    
Consolidation
  
  

    

    
As on 31/03/2024
    
As on 31/03/2023
    
As on 31/03/2024
    
As on 31/03/2023
  
  

    
Total Income
    
2164.446
    
475.078
    
2164.456
    
-
  
  

    
Earnings before Taxes & Depreciation
    
352.069
    
167.648
    
335.798
    
-
  
  

    
(-) Depreciation
    
-
    
-
    
-
    
-
  
  

    
Profit before Tax & Exceptional Item
    
352.069
    
167.648
    
335.798
    
-
  
  

    
(-) Exceptional Item
    
-
    
-
    
-
    
-
  
  

    
Profit Before Tax
    
352.069
    
167.648
    
335.798
    
-
  
  

    
(-) Provision for Tax (current, deferred & Income Tax)
    
96.473
    
4.842
    
96.473
    
-
  
  

    
Profit After Tax
    
255.596
    
162.806
    
239.325
    
-
  
  

    
EPS
    
2.556
    
1.628
    
2.393
    
-
  



2. Operational Highlights:

During the year under review, gross annual revenue stands at Rs. 2164.446 lakhs as
compared to Rs. 475.078 lakhs for previous year. Profit before tax stands at Rs. 352.069
lakhs as compared to profit of Rs. 167.648 lakhs in previous year. Profit after tax stands
at Rs. 255.596 lakhs as compared to profit of Rs. 162.806 lakhs in previous year.


3. The state of affairs of the Company:

The Company is operating in construction field. There is no change in nature of
business or affairs of the Company.


4. Transfer to Reserves:

During the period under review, no amount is to be transferred to General Reserve.


5. Dividend:

To meet the requirement of funds for standard functioning of the organization, your
directors do not recommend any dividend for the year.


6. Share Capital:


  

    
Authorised Capital
    
Rs. 12,00,00,000/- comprises 12,00,00,000 equity shares of Re. 01/- each
  
  

    
Fully Paid-up Share Capital
    
Rs. 2,52,88,554/- comprises of 2,52,88,554 equity shares of Re. 01/- each
  
  

    
Partly Paid-up Share Capital
    
Rs. 2,96,357.75/- comprises of 1,18,54,303 equity shares of Rs. 0.25/- each
  
  

    
Shares held by the Directors
    
93,95,397 shares comprise of -
  
  

    

    
52,84,286 fully paid-up equity shares of Re. 01/-each.
  
  

    

    
41,11,111 partly paid-up equity shares of Rs. 0.25/- each
  



7. Right Issue:

The company has issued Equity Shares to the existing eligible shareholders on Right
Issue Basis at an issue price of Rs. 18/- each including a share premium of Rs. 17/- per
rights equity share of the company through letter of offer dated 19th May 2023.

The Company had received Rs. 4.50/- (comprising Rs. 0.25/- towards face value and Rs.
4.25/- towards share premium) per partly paid-up equity share as application money and the
partly paid-up equity shares were allotted on 08th July 2023.

The First and Final Call Money Notice dated 14th August 2023 was sent to the
shareholders for payment of balance amount of Rs. 13.50/- per partly paid-up equity share
(comprising Rs. 0.75/- towards face value and Rs. 12.75/- towards share premium).

The Board of directors has further approved and sent reminder notices to the holders of
partly paid-up equity shares on which the First and final Call money remains unpaid.


8. Deposits:

During the period under review, no deposits were accepted by the Company.


9. Directors and Key Managerial Personnels:

Details of Directors and Key Managerial Personnel during the year and as on date of
this report are as follows:


  

    
Name
    
Designation
    
DIN/PAN
    
Date of appointment
    
Date of Resignation
  
  

    
Rajiv Darji
    
Managing Director
    
02088219
    
30/09/2021
    
-
  
  

    
Arun Kuttan
    
Chairman & Non-executive Director
    
09844434
    
04/01/2023
    
-
  
  

    
Sagar Shetty
    
Non-executive Director
    
09213119
    
07/09/2021
    
-
  
  

    
Pratik Popat
    
Independent Director
    
08415025
    
08/04/2019
    
05/09/2024
  
  

    
Minal Panchal
    
Independent Director
    
08415023
    
08/04/2019
    
05/09/2024
  
  

    
Hetal Bhanushali
    
Independent Director
    
10765179
    
05/09/2024
    
-
  
  

    
Manish Jain
    
Independent Director
    
00606079
    
05/09/2024
    
-
  
  

    
Rajiv Darji
    
Chief Financial Officer
    
ACHPD1077F
    
07/09/2021
    
-
  
  

    
Pankaj Yadav
    
Company Secretary
    
AIIPY8754B
    
06/10/2022
    
01/01/2024
  
  

    
Shefali Singal
    
Company Secretary
    
FOTPS1314P
    
26/03/2024
    
17/05/2024
  
  

    
Priyanka Dangayach
    
Company Secretary
    
CIFPD6608E
    
22/05/2024
    
-
  



10. Managerial Remuneration Policy:

The Board of Directors of the Company had framed Managerial Remuneration Policy which
includes the criteria for determining qualifications, positive attributes, independence of
directors and other matters as specified under Section 178 of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015.


11. Directors Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors would like to
make the following statements to the Members, to the best of their knowledge and belief
and according to the information and representations obtained by the management:

• That in the preparation of the annual financial statements for the year ended 31st
March 2024,all the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

• That the Directors have 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;

• That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts on a going concern basis;

• That the Directors have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and

• That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.


12. Board and Committees:

Details of Board and Committees formed thereof, their compositions, meetings and
attendance are mentioned in the Corporate Governance Report forming part of this Annual
Report.


13. Extract of Annual Return:

Extract of Annual Return in Form MGT 9 is enclosed herewith as "Annexure -
1".


14. Particulars of employees:

During the period under review, no employee was paid remuneration in excess of the
limit specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules,
2014. Disclosure pursuant to Section 197(12) of the Companies Act, 2013 is enclosed
herewith as "Annexure - 2" and forms part of this Report.


15. Auditors and their Reports:

Statutory Auditor:

M/s. Rawka & Associates (FRN: 021606C) were appointed by the members at the 38th
Annual General meeting of the Company held on 29th September 2023 as the
Statutory Auditors of the Company for the period of 01(one) year to carry on the Statutory
Audit for the Financial Year 2023-24.

The Auditor's report issued by M/s. Rawka & Associates, does not contain any
qualifications, reservations and adverse remarks or disclaimer. The note on financial
statements referred to Auditors Report are self-explanatory and do not call for further
comments. There has been no instance of fraud reported by the Statutory Auditors during
the period.

The Board of Directors of the Company has proposed the appointment of M/s. J. Singh
& Associates, Chartered Accountants (FRN: 110266W), as Statutory Auditors of the
Company for the period of 04(Four) years to carry on the Statutory Audit commencing from
FY 2024-25, subject to the approval of members at the ensuing general meeting.

M/s. J. Singh & Associates have consented to the said appointment and confirmed
that their appointment, if made, would be within the limits specified under Section
141(3)(g) of the Act. They have further confirmed that they are not disqualified to be
appointed as statutory auditors in terms of the provisions of the proviso to Section
139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies
(Audit and Auditors) Rules, 2014.


Secretarial Auditor:

M/s. JCA & Co., Practicing Company Secretaries (PRN: 4197/2023) was appointed by
Board on 30th May 2024 to conduct Secretarial Audit of the company for the FY
2023-24. The secretarial compliance Report is annexed herewith as "Annexure -
3". The Secretarial Audit Report is enclosed as "Annexure - 4" are forms
integral parts of the Directors Report.


Internal Auditor:

For FY 2023-24, the Board of Directors had appointed M/s. KSGC & Associates,
Chartered Accountants (FRN: 021829C) as Internal Auditors of the Company. The Internal
Auditors have been periodically reporting to the Audit Committee with regards to their
audit process and key audit findings during the year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors
of the Company for the period.


Cost Auditor:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act,
are not applicable to the Company.


16. Secretarial Standards:

The Company has complied with all the applicable provisions of Secretarial Standard on
Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings
(SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on
Report of the Board of Directors (SS-4) etc issued by Institute of Company Secretaries of
India.


17. Details of Subsidiary/ Joint Venture and Associate Companies:

During the period under review, the Company is having 01 (one) Subsidiary Company
namely M/s. KCD Carmatrix Private Limited incorporated on 04th September 2023
as subsidiary company of M/s. KCD Industries India Limited. Details are mentioned herewith
in "Annexure - 5" to this report.


18. Contract and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company with related parties for
the year under review were on arm's length basis and in the ordinary course of business.
Particulars of contracts or arrangements with related parties in prescribed Form AOC - 2
is annexed herewith at "Annexure - 6".


19. Particulars of Loans, guarantees or investments under Section 186:

Details of loans, guarantees or investments made under Section 186 of the Companies
Act, 2013 are given in the note to the financial statements.


20. Material changes and comments, if any, affecting the financial position of the
Company:

Other than as stated elsewhere in this report, 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 the Report.


21. Details of significant and material orders passed by the regulators or courts or
tribunals:

During the period under review, no material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's operation in
future.


22. Disclosures with respect to demat suspense account/unclaimed suspense account:

Details required for demat suspense account/unclaimed suspense accounts is provided in
Corporate Governance Report forming part of this Annual Report.


23. Management Discussion and Analysis Report:

Management Discussion and Analysis Report is enclosed as "Annexure - 7" and
forms an integral part of this Annual Report.


24. Corporate Governance Report:

Report on Corporate Governance and Certificate of Practicing Company Secretary
regarding compliance of the Conditions of Corporate Governance as stipulated in regulation
17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI Listing
Regulations with the Stock Exchanges, are enclosed as a separate section and forms part of
this report as "Annexure - 8".


25. Details of conservation of Energy, Technology absorption, Foreign Exchange Earnings
and Outgo:

• Conservation of energy is an ongoing process in the Company's activities. Core
activities of the Company are not energy intensive activity; therefore, no information
need to be furnished regarding conservation of energy.

• The Company had not undertaken any research and development activity for any
manufacturing activity nor was any specific technology obtained from any external sources,
which needs to be absorbed or adapted.

• During the period under review, the Company has not made any expenditure nor
made any earnings in foreign currency.


26. Other Disclosures:

Vigil Mechanism 

The Company has formulated Vigil Mechanism/ Whistle Blower Policy pursuant to section
177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for director and employees to report genuine
concerns.

No person has been denied direct access to the Chairman of the Audit Committee. The
policy is available on the website of the Company www.kcdindustries.com.


Prevention of Sexual Harassment -

Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there
were no complaints of any Sexual Harassment during the year under review.


Reporting of Fraud -

No cases of fraud have been found as per the Auditors Report during the year under
review.


Details in respect of adequacy of Internal Control System -

The Company has an adequate Internal Control System commensurate with the size of the
Company and the nature of its business. The Internal Control System of the Company is
monitored and evaluated by Internal Auditor and his Audit Reports are periodically
reviewed by the Audit Committee of the Board of Directors. The observations and comments
of the Audit Committee are placed before the Board.


Performance Evaluation of the Board, Committees and Directors -

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board follows the process
of annual performance evaluation of the Board and Committees on timely basis.


Corporate Social Responsibility (CSR) -

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand
Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social
Responsibility are not applicable to the Company.


27. Acknowledgement and appreciation:

The Board of Directors conveys grateful appreciation for co-operation received by the
Company from valued shareholders, customers, suppliers, service providers, bankers,
financial institutions and government authorities.

The Board also place on record their appreciation to the contribution made by the
employees at all levels.


  

    
Date: 05th September 2024
    
By order of the Board of Director of
  
  

    
Place: Mumbai
    
KCD Industries India Limited
  
  

    
Registered Office:
    
Sd/-
    
Sd/-
  
  

    
Unit No 101, KCD Jogesh Eva, Natwar Nagar,
    
Arun Kuttan
    
Rajiv Darji
  
  

    
Road No. 1, Jogeshwari (East), Mumbai - 400 060.
    
Chairman
    
Managing Director & CFO
  
  

    
Email id: compliance@kcdindustries.com
    
DIN: 09844434
    
DIN: 02088219
  
  

    
Contact: 9137322030, Website: www.kcdindustries.com
    

    

  
  

    
CIN: L70100MH1985PLC301881