To, The Members,
Your Directors are pleased to present the Company's 38th Annual Report and the audited accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS FOR THE YEAR 2023-2024:
(Amount in Rs. Lacs)
STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company has generated total revenue of Rs. 60.74 /- Lacs against Rs. 67.90/- Lacs of the previous financial year. The net profit for the year under review has been increased to Rs. 72.14/- Lacs as against Rs. 28.65/- Lacs in the previous financial year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.
DIVIDEND & APPROPRIATIONS:
In order to conserve the resources, in the year 2023-24, the Directors do not recommend any dividend for the year under review.
RESERVES:
The Company has transferred 20% of its current year profit to Statutory Reserve under the provisions of Section 134(3)(j) of the Companies Act, 2013 and relevant rules made there under.
BOARD OF DIRECTORS:
1. Mrs. Chaitali Ankitkumar Patel (holding DIN 06759559), Director of the Company retires by rotation and, being eligible, offers herself for re-appointment.
2. The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence.
3. Changes in Board during the Year:
There was no change in the composition of Board of Directors during the year under consideration.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
Since the Company does not have any Subsidiary/ Joint Ventures/ Associate Concerns, no financial position of such concern(s) is required to be included in the financial statement.
PUBLIC DEPOSIT:
During the year under review your Company has not ccepted deposit form public as envisaged by Chapter V of the Companies Act, 2013 and as per rules and regulations framed by Reserve Bank of India for Non-Banking Finance Companies.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUT GO:
As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts)Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption are not applicable and hence, not given.The Company has no Foreign Exchange earnings and out go during the year under review.
PARTICULARS OF EMPLOYEES:
There are no employees drawing the remuneration in excess of limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No Such Changes occurred which may affect the financial position of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
CHANGES IN SHARES CAPITAL:
The Company has not made any changes in the share capital of the company during the year under review.
INSURANCE:
All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its assets in order to mitigate the risk.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013.
AUDITORS: I. STATUTORY AUDITORS:
M/s. S V J K AND ASSOCIATES, Chartered Accountants, Ahmedabad (FRN: 135182W) were appointed as the Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of the 37thAnnual General Meeting of the Company held on 23rd September, 2023, till the conclusion of the 42nd Annual General Meeting to be held in the year 2028,
The auditor has confirmed that he is not disqualified from continuing as Statutory Auditors of the Company.
II.AUDITORS' REPORT:
The Auditors' Report does not contain any qualification, reservation or adverse remark(s) and hence no comments required. The notes of accounts referred to in the auditors' report are self-explanatory and therefore do not require any further comments.
III. INTERNAL FINANCIAL CONTROLS:
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board
IV. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board has appointed G K V & Associates, Practicing Company Secretary to conduct Secretarial Audit for the financial year ended on 31st March, 2024. Secretarial Audit Report is attached to this report as Form MR-3. The Board has duly reviewed the Secretarial Auditor's Report and the observations and comments, appearing in the report are self-explanatory.
V.DETAILS OF FRAUD REPORTING BY AUDITOR:
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The CSR Committee comprises three Directors. The CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board and carried to the Annual Report. The company's net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, there fore, it is not required to spend any amount under CSR Activity.
ENVIRONMENT, HEALTH AND SAFETY:
The Company is a non-banking finance company hence it is not in such activity which affects the environment adversely, however, it accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.
MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism /Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. The same is also uploaded on the website of the Company i.e. www.kzgroup.in ii. Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.
AUDIT COMMITTEE:
In the financial year 2023-24, the Audit Committee comprised of 3 members namely, Chairman Shri Babulal Maganlal Patel (DIN: 02901047), Shri Kantilal Sendharam Patel (DIN: 08077956), and Shri Pravinbhai Keshavlal Patel (DIN: 00841628). The audit committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.The Meetings of Audit committee was held four times during the financial year and further details of attendance of directors in the Committee meeting are mentioned in Corporate Governance Report. The Committee periodically discussed the Financial Reporting process, reviewed the Financial Statements, and discussed the quality of the applied accounting principles and significant judgment that affected the Company's Financial Statements. Before presenting the audited accounts to the members of the Board, the Audit Committee recommended the appointment of the statutory auditors, subject to the Board's approval. The audit Committee reviewed with adequacy of internal control systems with the management, statutory and internal auditors.
In the financial year 2023-24, the Shareholders/ Investors Grievance Committee comprised of Mr. Babulal Maganlal Patel (DIN: 02901047), the Chairman of the Committee, Mrs. Chaitali Ankit Patel (DIN: 06957559), Mr.Pravinkumar Keshavlal Patel (DIN: 00841628) and Mr. Kantilal Sendharam Patel (DIN: 08077956) The primary function of the Shareholders / Investors Grievance Committee (“the Committee”) is to consider and resolve the grievances of security holders of the Company. During the year under review, the committee reviewed the complaint status, share transfer details, demate realization of security and also conducted audit by practicing company secretary.
NOMINATION AND REMUNERATION COMMITTEE:
In the financial year 2023-24, The Nomination and Remuneration Committee comprised of Mr. Kantilal Sendharam Patel (DIN:08077956), the Chairman of the Committee, and Mr.Babulal Maganlal Patel (DIN:02901047) and Mr.Arunkumar Shankerlal Patel (DIN:06365699) The primary function of Committee is to recommend Board appointment and removal, carry out evaluation of director's performance and to ensure that level and composition of remuneration is sufficient and reasonable, the committee reviewed the performance of directors and also considered appointment of directors and Key Managerial Personnel.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared dividend in any of the previous even years and hence there is no fund lying as unclaimed/ unpaid dividend and hence it is not required to transfer to IEPF Account.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India.The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.
CORPORATE GOVERNANCE:
As per the (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified 2nd September, 2015 issued by Securities and Exchange Board of India, vide circular no. SEBI/LAD-NRO/GN/ 2015 16/013, Corporate Governance is not applicable to the Company as Company has not attained the prescribed limit as mentioned here under: As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having paid up equity share capital not exceeding rupees ten crores and networth not exceeding rupees twenty five crores, as on the last day of the previous financial year. However the Company follows the principles of effective Corporate Governance. The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 executed with the Stock Exchange(s). A separate section on Corporate Governance is included in the Annual Report and Certificate from Company's Auditors confirming the compliance with the code of Corporate Governance as enumerated in prescribed in the provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is annexed hereto.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated under the provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 executed with the Stock Exchange, is presented in a separate section, forming part of the Annual Report.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the Company's shares are compulsorily traded in dematerialized form on NSE and BSE. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the International Securities Identification Number (ISIN) allotted to the Company's shares is INE006C01015. Presently shares are held in electronic and physical mode (82.59% of shares in demat, 17.41% in physical mode).
INTERNAL AUDITOR
The Board of Directors has appointed Ankita Hiren Associates, Chartered Accountant as Internal Auditors of the Company.The Internal Auditor directly reports to the audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
LISTING:
The equity shares of the company are listed in the Bombay Stock Exchange Limited which has the connectivity in most of the cities across the country.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)as well as the Report on Board of Directors(SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.
DISCLOSURE ABOUT COST AUDIT
Maintenance of Cost Records and requirement of Cost audit as prescribed under provisions of Section 148(1) of the Act, are not applicable for business activities carried out by the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors duly met 5 time sat regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The dates on which meetings were held are 30.05.2023, 14.08.2023, 01.09.2023, 03.11.2023 and 10.02.2024.The details regarding the attendance of the directors in the board meetings are mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
The Audit Committee duly met 5 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee met 3 times at regular intervals during the mentioned financial year and inrespect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the directors in the same is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE:
The Investor Grievance Committee met 4 times during the financial year on regular intervals and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
PERFORMANCE VALUATION:
Pursuant to the provisions of the Companies Act,2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors. The Independent Directors carried out annual performance evaluation of the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The evaluation frame works were the following key are as: (a) For Non-Executive &Independent Directors: Knowledge Professional conduct Comply Secretarial Standard issued by ICSI
Duties, Role and functions (b) For Executive Directors: Performance as leader
Evaluating Business Opportunity and analysis of Risk Rewared Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence to applicable government law The Directors expressed the is satisfaction with the evaluation process.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) of SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities Law. 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 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 highest ethical standards of dealing in Company Securities. The policy is available on our website (www.kzgroup.in).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (Prevention, Prohibition and Redressal Act, 2013):
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that i. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. 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 of the company for that period; iii. 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; iv. The Directors had prepared the annual accounts on a going concern basis; v. 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 vi. 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.
PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
Since the Company is Non-Banking Financial Company registered with the RBI, the disclosures pertaining to Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable.
EXTRACT OF ANNUAL RETURN:
In accordance with Sections 134(3) (a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for financial year 2023-24 is uploaded on the website of your Company and the same is available at http://www.kzgroup.in/otherfillings.php
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also for mulated and clearly spelled out in the said policy.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of Section 188(1) of the Act.The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)Rules, 2014 are given in Annexure I in Form No. AOC-2 and the same forms partof this report. The Board has approved apolicy for related party transactions which has been uploaded on the Company's website www.kzgroup.in
ACKNOWLEDGMENT:
Your Directors wish to place on record their since reappreciation to the financial institutions, Company's bankers and customers, vendors and investor for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.