To
The Members
Kaiser Corporation Limited
Mumbai
Your Directors' are pleased to present the Thirty First Annual Report of your Company with the Consolidated Audited Accounts for the year ended March 31,2024.
FINANCIAL RESULTS:
(AMOUNT IN LAKHS)
CONSOLIDATED :
Your Company's consolidated total income was to the tune of Rs. 2592.26 lakhs compared to the consolidated income of Rs. 2038.27 lakhs for the previous year with the net profit of Rs. 55.73 lakhs compared to the net Profit of Rs. 25.31 lakhs for the previous year. The Turnover and the profitability have increased as compared to the previous year on account of increase in the business transactions, however your Directors are confident that the company will be able to generate higher turnover and the higher Profitability in the current year compared to the previous year. Your Directors are taking corrective steps to increase the business activities with the control over the expenses and trying to increase its products in the currentyear.
During the year, Kaiser continued to strengthen its position with increased business activities. In a challenging operating environment, your Company reported a resilient performance
STANDALONE :
The standalone total income was to the tune of Rs. 62.62 lakhs compared to the standalone income of Rs. 59.75 lakhs for the previous year which has been increased marginally.
Your company with its subsidiary is presently in the business of Compounding for Trunkey project management, engineering services and printing of labels, packaging materials, Magazines and articles of stationery. Your Directors are taking various steps to increase its printing business turnover and has been looking after other lucrative business opportunities.
DIVIDEND:
Your Directors donot recommend any dividend for the year ended March 31,2024.
STATE OF AFFAIRS
There has been no change in the business of the Company during the financial year ended March 31, 2024.
DETAILS IN RESPECT OF FRAUD
The Auditor's Report doesn't contain any information in relation to fraud.
BOARDS COMMENT ON THE AUDITORS1 REPORT
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
QUALITY INITIATIVES
The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management
The relevance of Kaiser " integrated Quality Management System (iQMS™) is continually evaluated for new service offerings, emerging delivery methodologies, industry best practices and latest technologies, and adequately upgraded to provide outstanding value and experience to its customers.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and the auditor has not identified any material weakness relating to financial reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars required to be stated as per the provisions ofSectionl34 (3) (m) of The Companies Act, 2013 relating to conservation of energy and technology absorption donot apply to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO:
DEPOSITORY SYSTEM:
Details of the Depository System are given in the Corporate Governance Report and is attached with the Annual Accounts.
DIRECTORS:
As per the provisions of Section 152 of The Companies Act, 2013 Mr. Bhushanlal Desraj Arora retires by rotation and being eligible for appointment offers himself for re-appointment.
As per provisions of Section 196 of The Companies Act, 2013 Mr. Bhushanlal Desraj Arora shall be reappointed as Managing Director from July 1,2024 for term of 5 years, subject to the approval of the Shareholders at the 31st (Thirty-First) Annual General Meeting of the Company
Mr. Rohinton Daroga (DIN: 01018971) has resigned as an Independent Director with effect from 11th March, 2024. The Board places on record its appreciation for his contribution in the overall growth of the company during his tenure as the Director of the company.
All other Independent Directors of the Company comply with the requirements as stated in the Companies Act, 2013 in regard to their appointment.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, 2013 and SEBI (LODR) Regulations 2015 the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure effectiveness of Board process, participation in the long-term strategic planning, information, functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.
A separate meeting of Independent Directors was convened on 23rdjanuary, 2024 to discuss the following aspects:
I. Review the performance of Non-Independent Directors and the Board as a whole;
ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors;
iii. Assess the quality, quantity and timeliness off low of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continues to put concerted efforts in recruiting quality people. Development and training programs are undertaken were key focus is being give n to are as being employee development, growth and satisfaction along with employee relations during the year. The relationship between management and employees continues to be one of mutual respect, appreciation and cordial.
AUDITORS:
The Auditors M/S Shabbir & Rita Associates LLP (Firm Registration No. 109420W] Chartered Accountants has been appointed at the 28th Annual General Meeting of the company held on 30th September 2021 for the period of five years.
SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, Mr. GS Jambekar, Practicing Company Secretary, have been appointed as Secretarial Auditors of the Company for the financial year 2023-24. Their report is annexed as Annexure II to this Report. The report is self-explanatory and doesnot call for any further comments.
There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. G. S. Jambekar, Practicing Company Secretary in his Secretarial Audit Report dated 18th July 2024 on the Secretarial and other related records of the company for Financial Year 2023-24.
DETAILS OF SIGNIFICANT MATERIAL ORDERS :
No significant and material orders were passed by the regulators or the courts or tribunals that may have an impact on the going concern status and Company's operations in foreseeable future.
ANNUAL RETURN:
The Annual Return for FY 2024 is available on the website of the Company at https://www.kaiserpress.eom/cms/3/Investor-Relation
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the frame work of internal financial controls and compliance systems established and maintained by the Company work performed by the Internal, Statutory and Secretarial Auditors and External consultant (s) and their views performed by management and there levant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.
Accordingly, pursuant to Section 134 (5} of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
[a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
They 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 loss of the Company for that period;
[b) They have 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;
[c) They have prepared the annual accounts on a"going concern basis";
[d) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
[e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the reporting period, your company has not granted any Loans but has given Corporate Guarantee and has done investments as reflected in financial Statement being the part of the Annual Report.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company had only one Subsidiary as on 31 March 2024 and there has been no material change in the nature of the business of the subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6} of The Companies Act, 2013 (Act).
The consolidated financial statements of the company and its subsidiary are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India, forms part of the Annual Report and are reflected in the consolidated financial statements of the company.
Pursuant to the provisions of Section 136 of the Act, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of its Subsidiary is available on the website of the company
The annual accounts of its Subsidiary and related detailed information will be kept at the registered office of the company, as also at the registered office of the respective subsidiary company and will be available to Investors seeking information at anytime.
A report on the performance and financial position of the subsidiary in AOC-1 is annexed to the report under Rule 8 of The Companies (Accounts) Rules 2014 as per annexure I.
BOARD MEETINGS AND COMMITTEE MEETINGS:
1. Five (5) Board meetings were held during the year. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
2. Four (4) Audit Committee meetings were held during the year. The details of the Audit Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report.
3. One (1) Nomination & Remuneration Committee meeting was held during the year. The details of the Nomination & Remuneration Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report.
4. Four (4) Stakeholders' Relationship Committee meetings were held during the year. The details of the Stakeholders Relationship Committee meetings and the attendance of the Directors are provided in the Corporate Governance Report.
5. A Separate meeting of the Independent Directors was also held on 23rd January, 2024 RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. The details of the transactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by the Company during the year that would have required members approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. The policy on materiality of related party transactions and dealing with related party transactions has been already approved by the Board.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to section 135 of the Companies Act, 2013, company does not come under the purview of Corporate Social Responsibility.
COST RECORD:
The provision of Cost audit as per section 148 does not applicable on the Company.
INTERNAL AUDITOR:
The Company has appointed M/s. Manish D. Ladage & Co, Chartered Accountants, Mumbai as its Internal Auditor. The internal Auditor monitors and evaluates the effectiveness and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedure and policies of the Company and reports the same on quarterly basis to the Audit Committee.
VIGIL MECHANISM/WHISTLE BLOWERPOLICY:
The company has adopted a Whistle blower Policy, to provide a formal mechanism to the Directors, employees and its stake holders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conductor Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015 the Management Discussion and Analysis and the Corporate Governance Report, is presented in a separate section forming part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The company has received necessary declaration from each of the Independent Directors, under Section 149 (7) of The Companies Act,2013 and that he/she meets the criteria of Independence laid down in Section 149(6) of The Companies Act, 2013 and as per Regulation 16 of SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any
DISCLOSURE IN BOARD'S REPORT
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE 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 Workplace (Prevention, prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during F.Y.2023-24.
ACKNOWLEDGMENTS:
The Company would like to acknowledge all its stakeholders, SBI and HDFC Bank and its customers, key partners for their support and all its employees for their dedication and hard work.
The Directors appreciate the continued guidance received from various Regulatory Authorities including RBI, SEBI, Ministry of Corporate Affairs, The Registrar of Companies, The Stock Exchange, Mumbai, Income Tax and GST Authorities.
On Behalf of the Board of Directors
Bhushanlal Arora Chairman
Place: Mumbai Date: 18th July, 2024