<dhhead>BOARDS’ REPORT </dhhead>
To,
The Members,
Kalyani Cast-Tech Limited
The Board of Directors of the Company have great pleasure in presenting
the 13th Boards’ Report of the Company together with Audited Financial
Results for the year ended March 31, 2025. This report states compliance as per the
requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and other rules and
regulations as applicable to the Company.
FINANCIAL HIGHLIGHTS:
The highlight of the Standalone and Consolidate financial performance
of the Company for the year ended March 31, 2025 is summarized as follows:
| S. No. PARTICULARS |
Period ended 31st March 2025 |
Period ended 31st March 2024 |
| I INCOMES |
|
|
| a) Revenue from Operations |
13922.29 |
9447.71 |
| b) Other Income |
66.41 |
63.64 |
| Total Income |
13988.70 |
9511.35 |
| II EXPENSES |
|
|
| a) Cost of Material Consumed |
10871.15 |
7408.29 |
| b) Changes in Inventories of finished goods, Work in Progress
and Stock in Trade |
219.93 |
94.11 |
| c) Employee Benefit Expenses |
397.87 |
291.46 |
| d) Finance Cost |
17.82 |
16.61 |
| e) Depreciation and Amortization Expense |
103.70 |
80.20 |
| f) Other Expenses |
470.37 |
303.59 |
| Total Expenses |
12080.86 |
8194.27 |
| III PROFIT BEFORE TAX |
1907.84 |
1317.08 |
| IV TAX EXPENSES |
|
|
| a) Current Tax |
490.02 |
335.51 |
| b) Deferred Tax Expense/ (Income) |
4.46 |
1.37 |
| c) Previous Period’s Tax Adjustment |
2.13 |
20.01 |
| Total Taxes |
483.44 |
356.88 |
| V PROFIT AFTER TAXES |
1424.40 |
960.21 |
| EARNINGS PER EQUITY SHARE OF INR |
10.00 EACH |
(IN RUPEES) |
| a) Basic |
19.84 |
16.43 |
| b) Diluted |
19.84 |
16.43 |
Consolidated FY 2024-2025
| S. No. PARTICULARS |
Period ended 31st March 2025 |
Period ended 31st March 2024 |
| I INCOMES |
|
|
| a) Revenue from Operations |
13922.29 |
9447.71 |
| b) Other Income |
66.40 |
63.64 |
| Total Income |
13988.69 |
9511.35 |
| II EXPENSES |
|
|
| a) Cost of material Consumed |
10817.15 |
7409.23 |
| b) Changes in Inventories of finished goods, Work in Progress
and Stock in Trade |
214.00 |
91.39 |
| c) Employee Benefit Expenses |
417.05 |
291.75 |
| d) Finance Cost |
17.82 |
16.61 |
| e) Depreciation and Amortization Expense |
108.70 |
80.22 |
| f) Other Expenses |
501.46 |
306.67 |
| Total Expenses |
12076.18 |
8195.87 |
| III PROFIT BEFORE TAX |
1912.51 |
1315.48 |
| IV TAX EXPENSES |
|
|
| a) Current Tax |
492.63 |
335.51 |
| b) Deferred Tax Expense/ Income |
(4.54) |
1.39 |
| c) Previous Period’s Tax Adjustment |
(2.13) |
20.01 |
| Total Taxes |
485.96 |
356.90 |
| V PROFIT AFTER TAXES |
1426.55 |
958.58 |
| EARNINGS PER EQUITY SHARE OF INR 10.00 EACH |
(IN RUPEES) |
|
| a) Basic |
19.85 |
16.42 |
| b) Diluted |
19.85 |
16.42 |
OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:
During the year under review, the Company has earned a total revenue
from operations of Rs. 13922.29 Lakhs for the year ended March 31, 2025, as against Rs.
Rs. 9447.71 Lakhs in the previous financial year. The Company has recorded a profit (PBT)
of Rs. 1907.84 Lakhs for the year ended March 31, 2025 as compared to Rs. 1317.08 Lakhs in
the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March
31, 2025 stood at Rs. 1424.40 Lakhs as compared to Rs. 960.21 Lakhs in the previous
financial year. Earnings per share (EPS) for the financial year 2024-25 is Rs. 19.84,
showing an increase from the previous year's Rs. 16.43.
The increase in profits can be attributed to the enhanced performance
of the company. The Board assures stakeholders that the management is fully committed to
implementing comprehensive strategies aiming at maximizing the company's profitability.
DECLARATION OF DIVIDEND
You Company does not recommend any dividend for the year under review
and profit ploughed back for then business.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of
dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund ("IEPF"). During the year under
review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend
Account" lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.
TRANSFER OF AMOUNT TO RESERVES:
Pursuant to the provision of section 134(3)(j) of the Companies Act,
2013, Rs. 1424.40 Lakhs were transferred, being the Profit of the period to the general
reserves account of the Company during the year under review. The company has a closing
balance of Rs. 5741.73 Lakhs as Reserves and Surplus as on March 31, 2025.
CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of manufacturing of wide product
range of castings, including finished components and are specialists in various types of
cargo containers viz ISO containers 20’, 40’ and other special containers
including dwarf containers, cubiod containers , special containers for parcel cargo,
containers for two & three wheelers as per International Standards.
During the year, Your Company has not changed its business or object
and continues to be in the same line of business as per main object of the company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATES
AND THE DATE OF THIS REPORT:
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the date of the Balance Sheet and the
date of this Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
No significant material orders have been passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company’s operations in
future.
DEPOSITS:
The Company has neither accepted nor renewed any deposits falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under
review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be
given.
CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2025 was Rs
8,00,00,000/- (Rupees Eight Crore) divided into 8,000,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The Paid-up Equity Share Capital as on March 31, 2025 was Rs.
7,18,05,000/- (Rupees Seven Crore Eighteen Lakh Five Thousand Only) divided into 71,80,500
Shares of Rs. 10/- each.
The equity shares of the company are listed on the SME Platform of
Bombay Stock Exchange ("BSE")
DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY
AND JOINT VENTURES:
The company have One (1) Subsidiary Company. The Company do not have
any Associate Company, or Joint Venture as on March 31, 2025. Nor any company ceased to be
a Holding, Subsidiary, Associate Company or Joint Venture during the period under review.
01. KMT ENGINEERING PRIVATE LIMITED incorporate on 17th
February, 2024
LISTING OF SHARES:
The Company’s equity shares are listed on SME platform of Bombay
Stock Exchange of India Limited with Symbol KALYANI. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing Fees up to the year 2025-26.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The following is the composition of the Board as on 31st
March 2025.
| Sr. No. Name |
DIN |
Designation |
| 1. Mr. Naresh Kumar |
03302133 |
Chairman & Managing Director |
| 2. Mr. Devender Kumar |
08065475 |
Non-Executive Director |
| 3. Ms. Jayashree Kumar |
02933321 |
Whole Time Director |
| 4. Mr. Kumar Sharat Chandra |
09713628 |
Independent Director |
| 5. Mr. Sanjeev Negi |
09713620 |
Independent Director |
| 6. Mr. Amit Kumar |
NA |
CFO |
| 7. Mr. Pankaj Kumar |
NA |
Company Secretary |
*During the Financial Year 2024-25 there were no changes in the
composition of the board.
INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have been registered under
the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the Act. In view of the available time
limit, those Independent Director who are required to undertake the online proficiency
self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act.
DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET
REAPPOINTED
Pursuant to Section 152 and other applicable provisions of the
Companies Act, 2013, one-third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr.
Devender Kumar (DIN: 08065475), Non-Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, has offered herself to be
reappointed as Non-Executive Director of the Company.
The Board recommends the re-appointment of Mr. Devender Kumar (DIN:
08065475), Non-Executive Director of the Company liable to retire by rotation. Brief
profile of the directors seeking appointment/re-appointment and other details has been
given in "Annexure-I" of the notice of the ensuing AGM.
BOARD AND COMMITTEE MEETING:
BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25
The Board meets at regular intervals to discuss and take a view of the
Company’s policies and strategy apart from other Board matters. The Board of
Directors met 10 times during the financial year ended March 31, 2025 in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder. The
intervening gap between two Board Meeting was within the period prescribed under the
Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented
for all the Meetings and Directors of the Company actively participated in the meetings
and contributed valuable inputs on the matters brought before the Board of Directors from
time to time.
Ten Board Meetings were held as under:
| S. No. |
Date of Meeting |
S. No. |
Date of Meeting |
| 1 |
27.05.2024 |
6 |
14.11.2024 |
| 2 |
15.07.2024 |
7 |
08.01.2025 |
| 3 |
01.08.2024 |
8 |
09.01.2025 |
| 4 |
31.08.2024 |
9 |
16.01.2025 |
| 5 |
30.09.2024 |
10 |
20.03.2025 |
Attendance of Directors in the Board Meeting:
| Name of Directors |
No. of Board Meetings |
|
Entitled to attend |
Attended |
| Mr. Naresh Kumar |
10 |
10 |
| Mr. Devender Kumar |
10 |
10 |
| Ms. Jayashree Kumar |
10 |
10 |
| Mr. Sanjeev Negi |
10 |
07 |
| Mr. Kumar Sharat Chandra |
10 |
07 |
COMMITTEES OF THE BOARD
The Board of Directors has constituted the following Committees to
effectively deliberate its duties: I. Audit Committee II. Nomination and Remuneration
Committee III. Stakeholders Relationship Committee
NUMBER OF COMMITTEE MEETING:
During the financial year 2024-25, the Audit Committee convened 5
(Five) times to deliberate on crucial financial matters and ensure compliance with
regulatory standards. The Stakeholders Relationship Committee meeting was held 1 (once)
during the year to address stakeholder concerns and enhance stakeholder engagement.
Furthermore, the Nomination and Remuneration Committee convened 03 (Three) times to assess
the performance of the board and carry out appointment and remuneration-related
discussions. The active collaboration of committee members led to impactful discussions
and valuable insights during these meetings.
Furthermore, to uphold regulatory requirements, the Independent
Directors convened a separate meeting on March 20, 2025, complying with the provisions
outlined in Schedule IV of the Companies Act, 2013, and Regulations 25(3) of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015. This proactive
approach underlines our commitment to governance and transparency.
I. Audit Committee:
The composition of the Audit Committee has been precisely structured to
align with the requirements outlined in Section 177 of the Companies Act, 2013, Clause 49
of the Listing Agreement, and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The members of the Audit Committee collectively possess
substantial financial and accounting expertise, ensuring a high level of proficiency
within the committee. The committee is comprised of 3 members, and the Company Secretary
is the Secretary of the committee.
The detail of the composition of the Audit Committee along with their
meetings held/ attended is as follows:
| Sr. No. Name |
Designation |
Meetings Held |
Meetings attended |
| 1 Sanjeev Negi |
Chairman |
5 |
5 |
| 2 Kumar Sharat Chandra |
Member |
5 |
5 |
| 3 Naresh Kumar |
Member |
5 |
5 |
During the year under review, meetings of Audit Committee were held on
the following dates:
| S. No. |
Date of Meeting |
| 1 |
27.05.2024 |
| 2 |
31.08.2024 |
| 3 |
30.09.2024 |
| 4 |
14.11.2024 |
| 5 |
16.01.2025 |
All the recommendation made by the Audit Committee in the financial
year 2024-25 was approved by the Board.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committees composition meets with the
requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination
& Remuneration Policy possess sound knowledge/expertise/exposure.
The Committee comprised of 3 members as per Table here in below. The
Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration
Committee along with their meetings held/ attended is as follows: -
| Sr. No. Name |
Designation |
Meetings Held |
Meetings attended |
| 1 Mr. Sanjeev Negi |
Chairman |
3 |
3 |
| 2 Mr. Kumar Sharat Chandra |
Member |
3 |
3 |
| 3 Mr. Devender Kumar |
Member |
3 |
3 |
During the year under review, meetings of Nomination& Remuneration
Committee were held on:
| 31.08.2025 |
30.09.2024 |
| 14.11.2024 |
|
IV. Stakeholder Relationship Committee:
The Stakeholders Relationship Committee meets with the requirement of
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is
mainly responsible to review all grievances connected with the Company’s transfer of
securities and Redressal of shareholders / Investors / Security Holders Complaints. The
Committee comprised of 3 members as per Table here in below. The Company Secretary is the
Secretary and Compliance Officer of the Committee. The detail of a composition of the said
Committee along with their meetings held/ attended is as follows: -
| Sr. No. Name |
Designation |
Meetings Held |
Meetings attended |
| 1 Mr. Kumar Sharat Chandra |
Chairman |
1 |
1 |
| 2 Mr. Sanjeev Negi |
Member |
1 |
1 |
| 3 Ms. Jayashree Kumar |
Member |
1 |
1 |
During the year under review, meetings of Stakeholder Relationship
Committee were held on 20th March, 2025.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures,
reports and internal policies to enable them to familiarize with the Company’s
procedures and practices, the website link is https://kalyanicasttech.com.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Rules made
thereunder, the Board has carried out annual performance evaluation of its own
performance, the directors individually as well the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee, experience and expertise, performance of specific duties and obligations etc.
were carried out. The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors including Independent Directors on the basis of
the criteria and framework adopted by the Board. Further, the performance of Board as a
whole and committees were evaluated by the Board after seeking inputs from all the
Directors on the basis of various criteria. The Board of Directors expressed their
satisfaction with the evaluation process. In a separate meeting of Independent Directors,
the performance of Non- Independent Directors, performance of Board as a whole and
performance of the Chairman was evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of
Directors hereby submit that: a. In the preparation of the Annual Accounts, for the year
ended on 31st March, 2025 the applicable accounting standards have been followed and there
is no material departure from the same; 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 financial year and of the profit of the company for the financial
year ended on 31st March, 2025; c. The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of
Companies Act, 2013 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 are 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
CORPORATE GOVERNANCE REPORT:
Since the company has been listed on SME Platform of Bombay Stock
Exchange Limited (BSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the compliance with the corporate
governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub
regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate
Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate
Governance Report does not form a part of this Board Report, though we are committed for
the best corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net
worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a
net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR
Committee.
Kalyani Cast-Tech Limited falls in any of the above criteria during the
year 2024-25. Company has constituted CSR Committee. The Company held CSR Committee
meeting on 27.05.2024 and 20.03.2025. Details Composition of CSR Committee is as follows:
| Sr. No. Name |
Designation |
Meetings Held |
Meetings attended |
| 1 Mr. Sanjeev Negi |
Chairman |
2 |
2 |
| 2 Mr. Naresh Kumar |
Member |
2 |
2 |
| 3 Ms. Jayashree Kumar |
Member |
2 |
2 |
The Company has CSR Policy in place and it is available at the website
of Company i.e. www.kayanicasttech.com . The annual report of CSR activities is annexed
herewith as "Annexure II" to this report.
PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The Company has not provided any loans, guarantees or invested any
securities as per the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
During the year under review, contracts or arrangements entered into
with the related party, as defined under section 2(76) of the Companies Act, 2013 were in
the ordinary course of business on arm’s length basis. During the year the Company
has not entered into any materially significant related party transactions which may have
potential conflict with the interest of the Company at large. Further, all related party
transactions entered into by the Company are placed before the Audit Committee for its
approval. Suitable disclosures as required are provided in AS-18 which forms the part of
the notes to the Financial Statement. In line with the requirements of the Companies Act,
2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related
Party Transactions which is also available on Company’s Website at
https://kalyanicasttech.com.
The particulars of the contracts or arrangements entered into by the
Company with related parties as referred to in Section 134 (3) (h) read with section
188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and
marked as "Annexure I".
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with
reference to financial statements. The Company has a continuous monitoring mechanism which
enables the organization to maintain the same standards of the control systems and help
them in managing defaults, if any, on timely basis because of strong reporting mechanisms
followed by the Company.
RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The Audit Committee has additional oversight in the
area of financial risk and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on continuing basis. The
company has been following the principle of risk minimization as it is the norm in every
industry. The Board has adopted steps for framing, implementing and monitoring the risk
management plan for the company. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
risk management, in order to guide decisions on risk related issues.
In today’s Challenging and competitive environment, strategies for
mitigating inherent risk in accomplishing the growth plans of the company are imperative.
The Common risks inherent are: Regulations, Competition, business risk, technology
obsolescence, long term investments and expansion of facilities. Business risk, inter
alia, includes financial risk, political risk, legal risk etc.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same. The Company has formulated a policy for Risk
management which is available at the website of the Company www.kalyanicasttech.com.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION:
A. Conservation of Energy:
The Company applies a strict control system to monitor day by day power
consumption in an effort to save energy. The Company ensures optimal use of energy with
minimum extent of wastage as far as possible. The Company is aware of its responsibilities
and has at every available opportunity, used and implemented such measures so as to enable
energy conservation.
B. Technology Absorption:
The Company has not made any special effort towards technology
absorption. However, the company always prepared for update its factory for new
technology. The Company’s operation does not require any significant import of
technology so far.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| PARTICULARS |
FY 2024-25 |
FY 2023-24 |
| Foreign Exchange Earnings |
0 |
0 |
| Foreign Exchange Outgo |
18.49 |
57.86 |
AUDITORS:
STATUTORY AUDITORS
M/s Goel Mintri & Associates., Chartered Accountants, having
their office at L-76, Ground Floor, Lajpat Nagar-II, New Delhi-110024 (ICAI Firm
Registration Number: 013211N) is the Statutory Auditor of the Company to hold office for
period of 5 (Five) years from the conclusion of the Annual General Meeting of the Company
held in the year 2023 till the conclusion of the Annual General Meeting of the Company to
be held in the year 2028.
Further, the notes on financial statements referred to in the
Auditors’ Report are self -explanatory and do not call for any further comments. They
do not contain any qualification, reservation, disclaimer or adverse remarks. The report
of auditors have been attached to this report as "Annexure-VII".
SECRETARIAL AUDITORS
As required under provisions of section 204 of the Companies Act, 2013
and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the
Company, CS Ankur Singh, Proprietor, Ankur Singh & Associates, Practicing Company
Secretaries, for conducting the Secretarial Audit for the FY 2024-25. Secretarial Audit
Report in Form MR-3 issued by the Secretarial Auditor of the Company for the Financial
Year ended on March 31, 2025 is attached to the Director’s Report as "Annexure-III"
INTERNAL AUDITORS
In accordance with the provisions of Section 138 of the Companies Act,
2013 and Rules framed thereunder, your Company has appointed M/s. R Mahajan &
Associates, Chartered Accountants (FRN: 011348N) as the Internal Auditors of the Company
for the Financial Year 2024-25 and takes their suggestions and recommendations to improve
and strengthen the internal control systems.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor's Report: There are no qualifications,
reservations or adverse remarks made by Statutory Auditors in the Auditor's report. The
notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do
not call for any further explanation.
Secretarial Auditor's Report: There are no qualifications,
reservations or adverse remarks made by Secretarial Auditors in their report except the
following:-
REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial
Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's Report.
WEB ADDRESS OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual
Return as on March 31, 2025 is available on the Company’s website
www.kalyanicastttech.com
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis (MDA) Report is
included in this Report as
" Annexure V".
NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:
As per provision to regulation Rule 4(1) of the companies (Indian
Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th
February, 2015, Companies whose shares are listed on SME exchange as referred to in
Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are
exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
At Kalyani Cast-Tech Limited, all employees are of equal value. There
is no discrimination between individuals at any point on the basis of race, colour,
gender, religion, political opinion, national extraction, social origin, sexual
orientation or age.
The Company is committed to provide a safe and conducive work
environment to its employees. There exist at the group level an Internal Complaints
Committee (‘ICC’) constituted under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual
harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the
Company.
The Company also has in place "Prevention of Sexual Harassment
Policy". This Anti- Sexual Harassment Policy of the Company is in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees)
are covered under this policy.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by
the Central Government under sub section (1) of section 148 of the Companies Act, 2013,
were not applicable to the Company up to March 31, 2025 and accordingly such accounts and
records were not required to be maintained.
GREEN INITIATIVES:
In compliance with Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report
2024-2025 is being sent only through electronic mode to those Members whose email
addresses are registered with the Company/ Depositories. Members may note that the Notice
and Annual Report 2024-25 will also be available on the Company’s website
www.kalyanicasttech.com.
INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in
terms of Insolvency and Bankruptcy Code 2016.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has been
established, in order to ensure that the activities of the company and its employees are
conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty and integrity and ethical behaviour. The Company has established
a vigil mechanism through which Directors, employees and business associates may report
unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s
code of conduct without fear of reprisal. The Company ensures that genuine Whistle Blowers
are accorded complete protection from any kind of unfair treatment or victimization. The
vigil mechanism policy has also been uploaded in the website of the company at
www.kalynicasttech.com.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The Company has no employee in the Company drawing remuneration of more
than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not
required to give information under Sub rule 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. The ratio of
remuneration of each whole-time director and key managerial personnel (KMP) to the median
of employee’s remuneration of the employee of the Company as per section 197(12) read
with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the
financial year 2024-25 forms part of this Board report as "Annexure- IV".
Additionally, the following details form part of Annexure-IV to the Boards Report:
- Remuneration to Whole Time Directors.
- Remuneration to Non-executive/ Independent Directors
- Percentage increase in the median remuneration of employees in the
financial year. - Number of permanent employees on roll of the Company.
- The company did not allow any sweat equity shares & does not have
an employee stock option scheme.
BOARD POILICIES AND CODE OF CONDUCTS:
A. Policy on Directors Appointment and Remuneration:
The policy of the Company on director’s appointment and
remuneration, including the criteria for determining the qualifications, positive
attributes, independence of a director and other matters, as required under sub section
(3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and
remuneration committee and the policy framed by the company is available on our website,
at www.kalyanicasttech.com . There has been no change in the policy since the last fiscal
year. We affirm that the remuneration paid to the directors is as per the terms laid out
in the Nomination and Remuneration Policy of the Company with the Nomination and
Remuneration Committee of the Company.
B. Prevention of Insider Trading:
The Board of Directors has adopted the Insider Trading Policy in
accordance with the Requirements of SEBI (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as well as
consequences of violation. The Policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company’s Shares.
C. Other Board Policies and Conducts:
Board Policies have been approved and adopted by the Board, the details
of which are available on the website of the company at www.kalyanicasttech.com and for
the convenience given herein below:
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
Your Company has not one-time settlement from Banks or Financial
Institutions, therefore this is not applicable.
CREDIT RATINGS:
Your Company being an SME Listed Company does not require obtaining
credit rating for its securities.
REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:
Bigshare Service Private Limited
Address: Office No. S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai-400093 Tel:
022-62638200 Email: info@bigshareonline.com Website: www.bigshareonline.com SEBI
Registration Number: INR000001385
INDUSTRIAL RELATIONS:
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of employees have enabled
the Company to remain at the leadership position in the industry. It has taken various
steps to improve productivity across organizations.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
The Directors look forward to their continued support in future.
| By order of the Board of directors |
|
| Kalyani Cast-Tech Limited |
|
| Sd/- |
Sd/- |
| Naresh Kumar |
Jayashree Kumar |
| (Chairman & Managing Director) |
(Wholetime Director) |
| DIN: 03302133 |
DIN: 02933321 |
| Date: 30.08.2025 |
|
| Place: New Delhi |
|
|