Dear Members,
Kalahridhaan Trendz Limited Ahmedabad
Your Directors are pleased to present the 07th Annual Report on business and operations of the Company together with the Audited Accounts and the Auditors' Report of your Company for the financial year ended 31st March, 2023.
FINANCIAL PERFORMANCE:
Key aspects of Company' financial performance for the financial year 2022-23 is tabulated below: Amount (Rs.in Lacs)
OPERATIONS REVIEW:
During the year under review, the Company's total income from operations including other income was at Rs. 18416.85 lacs/- as against Rs.18390.46/- of the previous year. The net profit of the Company for the year under review was placed at Rs.660.66/- lacs as against Rs. 250.03/- lacs of the previous year. The company has noted jump of 264% in the profit, obtained positive achievement towards its objective.
The Earning Per Share of the Company for the year 2022-23 is Rs. 10.84/-(Basic & Diluted). The Management is looking forward to get better result in next year and increase in Profit
CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves account
DIVIDEND:
No dividend has been recommended in respect of the financial year ended 31st March, 2023 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.
SUBSIDIARY. IQ1NT VENTURE fIVl AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, JV and Associate Company.
FIXED DEPOSIT:
Your Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CHANGES IN AUTHORISED AND PAID UP SHARE CAPITAL:
During the Year under review there was no changes in the Capital Structure of the Company: -
D1RECTORS:
The Board of Directors of your company has various Executive and Non-Executive Directors including Independent Directors who have wide experience in different disciplines of corporate functioning.
During the year under review,
(a) Mrs. Sunitadevi Niranjan Agarwal (DIN: 02635438) was appointed as an Additional Non- Executive Director of the Company w.e.f. January 06th, 2023 and her appointment was regularized at the 07th AGM by the Members of the Company;
(b) Mr. Ankit Kumar S Agarwal (DIN: 10118085), was appointed as an Additional Independent Director of the Company w.e.f. July 22nd, 2022 and his appointment was regularized at the 07th AGM by the Members of the Company; for 5 Consecutive yea.rs effective from 22nd July,2023
(c) Mrs. Drashti Solanki (DIN: 10136197), was appointed as an Additional Independent Director of the Company w.e.f. July 22nd, 2023 and her appointment was regularized at the 07th AGM by the Members of the Company; for 5 Consecutive yea.rs effective from 22nd July,2023
(d) Mr. Bharatkumar Chaudhary (DIN: 08638911), was appointed as an Additional Independent Director of the Company w.e.f. April 24th, 2023 and his appointment was regularized at the 07th AGM by the Members of the Company, for 5 Consecutive yea.rs effective from 22nd July,2023
As per the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Niranjan Agarwal (DIN: 00413530) shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.
BOARD DIVERSITY:
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Act.
KEY MANAGERIAL PERSONNEL:
As of the date of this report the KMPs are as follows:
DECLARATION BY INDEPENDENT D1RECTORS:-
All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR
Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors.
COMPLIANCE WITH SECRETARIAL STANDARD:-
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:
Details of Loans, Guarantees and Investments, if any, covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively.
The management of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of management, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Board of Directors.
AUDITORS AND AUDITORS' REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies [Audit and Auditors) Rules, 2014, M/s. Anuj H Agarwal & Associates, Chartered Accountants [FRN:- 146723W] were appointed as the Statutory Auditors of the Company at the 07th Annual General Meeting of the Company held on 25th September, 2023 from conclusion of the 07th Annual General Meeting of the Company till the conclusion of the 08th Annual General Meeting of the Company
The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company
AUDITOR S REPORT:
The Statutory Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2023 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013
REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.
COST AUDITORS:
Your Company is not required to maintain cost records as specified under Section 148 of the Act and not required to appoint Cost Auditors.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has in the financial year under review has not satisfied any condition provided under section 135(1) of the Act hence it has not formed any such committee.
SECRETARIAL STANDARDS:
The Director State That Applicable Secretarial Standards i.e. SS-1 and SS-2, relating to meeting of Board of Directors and General Meetings respectively have been duly followed by Company.
SOCIAL OBLIGATION:
Your Company is fully aware of responsibility towards its own employees, their dependents and the local community within which the works are situated. Our driving objective has been to improve living and working condition of our large workforce and their dependents. There has been a constant endeavor to interact with the workers on a day to day basis and promptly resolve issues that surface,
LABOUR RELATIONS:
Overall relations with the labour during the year under review are cordial and harmonious. The directors are appreciating the labours and employees in gaining appreciable sales by their efficiency and hard workings.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information as required under the provisions contained in Section 134(3)(m) of the Companies Act, 2013, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is as per Annexure-A, enclosed herewith which is forming part of this report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year under review 08 [Eight) Board Meetings were convened and held such as 01.04.2022, 30.06.2022, 21.07.2022, 01.09.2022, 15.12.2022, 06.01.2023, 25.02.2023 and 27.02.2023 The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013.
PARTICULARS OF REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL fKMPl/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies [Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished in the notes of Financial Statements.
BUSINESS RISK MANAGEMENT:
At present the company has not identified any element of risk which may threaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no such other material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No such material Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, an Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaint with allegations of sexual harassment was filed with the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 and based on the representation received from the Management of the company the Directors hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year of the Company for that year;
iii) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
vi) The directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF APPLICATION/ ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy Code,2016 during the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF 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
As Company has not done any one time settlement during the year under review hence no disclosure is required.
EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is now not required to be furnished as notified vide notification no. G.S.R. 159 (E). dtd. 05thMarch, 2021.
ACKNOWLEDGEMENTS:
The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, cooperation and assistance given by them to the Company and their confidence reposed in the management.