BOARD'S REPORT
To the Members,
KONTOR SPACE LIMITED,
Your Directors are pleased to present the 06th Annual Report of "Kontor Space Limited" ("the Company") on the business and operations and Audited Financial Statements of the Company for the year ended March 31st, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The Financial highlights for the Financial year ended March 31st, 2024 is summarized below:
(Rs. In Lakh)
2. OVERVIEW AND COMPANY PERFORMANCE:
During the year under review, the company has recorded a total revenue from operations of Rs. 1102.67 Lakh as compared to the previous year which was Rs. 917.40/- Lakh recording a growth in revenue of 20.18%. Further during the year, the Company has earned net profit of Rs. 194.82 Lakh as compared to net profit of Rs. 187.88 Lakh in the previous year.
Your Directors are hopeful and committed in improving the profitability of the Company in the coming years. The Directors have their focus to achieve this by the provision of quality services, wide spreading its services and capitalizing on the opportunities provided by the industry and the market. Your directors are continuously making e"orts for the future growth and expansion of the Company by exploring all possible avenues.
3. ALTERATION TO MEMORANDUM AND ARTICLES OF ASSOCIATION:
During year under review, company has altered its MOA and AOA in following events:
a) Conversion of Private Limited into Public Limited
The Company is converted from Private Limited to Public Limited pursuant to members approval through Special resolution passed by members in the Extra-ordinary General Meeting held on June 27, 2023. Accordingly name of company is changed to Kontor Space Limited. b) Adoption of New Set of Articles of Association: Company has adopted new set of Articles of association of company for the purpose of listing of the company on National Stock Exchange of India Limited.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company is into the business of service provider of Coworking spaces and virtual o!ice. There is no change in nature of business of the Company during the year under review.
5. DIVIDEND:
In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any Dividend for the Financial year ended March 31st, 2024.
6. RESERVES:
During the year under review, no amount was transferred to General Reserves, excluding surplus if any.
7. SHARE CAPITAL:
Authorised Share Capital:
During the year under review, your company has authorized share capital of Rs. 7,00,00,000/- (Rupees Seven Crores only) consisting of 70,00,000 (Seventy Lakh) equity shares of face value of Rs. 10/- each.
Issued and Paid- Up Share Capital:
During the year under review your company has made following allotments:
1) Your Company has issued and allotted 500,000 Equity Shares of Rs. 10 each as bonus shares to the existing Shareholders of the Company in the ratio of 8:1.
2) Your company has issued and allotted 16,80,000 (Sixteen Lakh Eighty Thousand) equity shares of Rs. 10/- each on cash at an issue price of Rs. 93 per equity share (including security premium of Rs. 83/- per equity share) pursuant to the Initial Public O"ering ("IPO") of the Company, which was opened for subscription for Retail Individual Investors, Non-Institutional Investors and Market Maker on September 27, 2023 and closed on October 03, 2023. Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31st 2024 stood at Rs. 6,18,00,000/- (Rupees Six Crore Eighteen lakh Only) consisting of 61,80,000 (Sixty One Lakh Eighty Thousand) Equity Shares of Face Value of Rs 10/- each.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition of Board:
The Board of Directors of the Company, at present comprises of 6 Directors, who have wide and varied experience in di"erent disciplines and fields of corporate functioning. The present composition of the Board consists of one Managing Director, One Whole Time Director, one Executive Director, and Three Independent Non- Executive Directors including one women Director.
The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.
The Board of Directors of your Company comprised of the following Directors, as on March 31st, 2024:
Appointment and Re-appointment
The following changes have taken place in the Board of your Company during the Financial Year 2023-24:
Director retiring by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Ms. Neha Mittal (DIN: 08607494), Director of the Company retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has o"ered herself for reappointment and your Board recommends her reappointment.
Cessation
During the Financial year under review, no Director has resigned from the Board of Director of the Company.
Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013:
The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
None of the Independent directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possesses relevant expertise and experience and are independent of the management
Key Managerial Personnel (KMP):
The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2022-23:
Disclosures By Directors:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.
Disqualifications of Directors:
None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that.
9. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT DIRECTORS:
As on March 31, 2024, the following Directors on your Company's Board were Independent Directors:
Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration / confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the same have been noted and taken on record by the Board.
The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company and is available on the Company's website at www.kontorspace.in
Independence of Independent Directors:
An Independent Director should meet the criteria for independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time) and Regulation 16 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as may be amended from time to time).
All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and policy on familiarization programmes are for Independent Directors is available on the website of the Company and can be accessed through the web-link www.kontorspace.in
In opinion of the Board of Directors of your Company, the as mentioned above Independent Directors of the Company, who have been appointed during the Financial Year 2023-24, possess the requisite integrity, expertise, and experience.
All the Independent Directors of your Company are registered with the Indian Institute of Corporate A"airs, Manesar ("IICA") and have their name included in the ‘Independent Directors Data Bank' maintained by the IICA.
10. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation), 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors.
The Independent directors have set a formal process for evaluation of Board's performance. Evaluation process and report was considered in the meeting of Independent Directors meeting. The independent directors found the same satisfactory.
11. LISTING OF EQUITY SHARES
During the year under review, Equity shares of your Company got listed on the National Stock Exchange of India ("NSE") SME Platform on October 10th, 2023. The Company obtained listing approval from NSE (SME Platform) on October 10th 2023. The trading symbol of the Company is ‘KONTOR'. Listing fees and the custodian charges to depositories, for the FY 2023-24 have been paid to NSE, NSDL and CDSL respectively.
12. PUBLIC ISSUE (INITIAL PUBLIC OFFER):
During the Financial Year 2023-24, the company has made an initial public o"ering (IPO) of 16,80,000 Equity shares of face value of Rs. 10/- each fully paid up for cash at a price of Rs. 93/- per equity share (including share premium of Rs. 83 per equity share) aggregating to Rs. 1562/- lakhs. The equity shares of the company got listed on NSE Emerge Platform on October 10th, 2023.
Your Directors placed on record their appreciation for contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Company's equity shares on the NSE- SME platform on October 10th 2023. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.
13. DEMATERIALIZATION OF SHARES
All the Shares of your Company are in Dematerialization mode as on March 31st, 2024. The ISIN of the Equity Shares of your Company is INE0KZ301010.
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.
15. BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on Company's business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meeting as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation and later placed in the next Board/Committee meetings. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors/members to take informed decision.
The Board of Directors (herein after called as "the Board") met 14 (Fourteen) times during the year under review as mentioned below. The gap between any two consecutive board meetings did not exceed 120 days as per the provisions of Companies Act, 2013 and rules made thereunder and as per SEBI listing Regulations.
16. COMMITTEES OF THE BOARD:
Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship, Posh Committee, Administration Committee.
Audit Committee
Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors of the Company constituted the Audit Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations).
There were 2 Meetings of the Audit Committee held during the Financial Year 2023-24.
The primary objective of the Audit Committee is to monitor and provide an e"ective supervision of the Management's Financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of Financial reporting. The Committee oversees the work carried out in the Financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them. The Committee further reviews the processes and controls including compliance with laws, Tata Code of Conduct and Insider Trading Code, Whistle Blower Policies and related cases thereto. The Committee also reviews matters under the Prevention of Sexual Harassment at Workplace Policy.
Nomination and Remuneration Committee("NRC"):
Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.
The Board of Directors of the Company constituted the Nomination and Remuneration Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations).
There were 2 (two) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2023-24. The requisite quorum was present for both the meetings.
The purpose of the Nomination and Remuneration Committee ("NRC") is to oversee the Company's nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Policy on Appointment and Removal of Directors. The NRC and the Board periodically reviews the succession planning process of the Company and is satisfied that the Company has adequate process for orderly succession of Board Members and Members of the Senior Management. The NRC also assists the Board in discharging its responsibilities relating to compensation of the Company's Executive Directors and Senior Management. The NRC has formulated Remuneration Policy for Directors, KMPs and all other employees of the Company and the same is available on Company's website at https://hfy-factsheet-projects.s3.ap-south-1.amazonaws.com/live/Portal-PDF-Files/Nomination+and+Remuneration+policy.pdf.
Stakeholders' Relationship Committee("SRC")
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors.
The Board of Directors of the Company constituted the Stakeholder's Relationship Committee (which includes terms of reference as provided under the Act and SEBI Listing Regulations) comprising of the following Directors as on March 31st, 2024:
The Stakeholders' Relationship Committee considers and resolves the grievances of our shareholders, debenture holders and other security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/ interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders of the Company, from time to time.
The SRC also reviews: a) The measures taken for e"ective exercise of voting rights by the shareholders; b) The service standards adopted by the Company in respect of the services rendered by our Registrar & Transfer Agent; c) The measures rendered and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend/annual report/notices and other information by shareholders.
17. CORPORATE GOVERNANCE:
Pursuant to provisions of Reg.15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.
The Company being the SME (Emerge Platform of NSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance is not applicable in the Annual Report.
18. NON - APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:
As per provision of 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. April 15th, 2017.
As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1st April, 2017.
19. AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, M/s. P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W), be and are hereby re- appointed as Statutory Auditors of the Company, to hold o!ice from the conclusion of the 05thAnnual General Meeting until the conclusion of the 10thAnnual General Meeting of the Company, at a remuneration to be mutually agreed by them with the Board of Directors of the Company and that they be paid in addition the out of pocket expenses and/or travelling expenses they may incur in carrying out their duties as Auditors.
20.AUDITOR'S REPORT:
During the year under review, the Auditor's Report does not contain any qualifications/adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further explanation by the Board of Directors.
There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.
21. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of Financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used e!iciently and adequately protected. The Audit Committee evaluates the e!iciency and adequacy of Financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.
22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF$SECTION 143:
During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).
23.RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward tradeo". The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:
No Material changes and commitments a"ecting the Financial position of the Company occurred between the end of the Financial year to which this Financial statement relates and the date of this report.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company's operations in future.
26.DEPOSITS:
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24.
Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under during the Financial Year 2023-24, have been provided in the Notes to the Financial Statement.
28.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL
Considering the nature of business activities of the Company, your directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the Financial year under review.
Foreign exchange earnings and outgo:
29.PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of transactions entered into with Related parties have been disclosed in the Financial Statements. However, there are no material contracts or arrangement entered with the related parties, During the Financial year under review, the Company had no transaction with its related party falling under provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.
30.DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.
31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:
During the year under review, there was no instance of one-time settlement of loans / Financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.
32.CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013, and hence it is not required to formulate policy on Corporate Social Responsibility.
33.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women's harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:
Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34.MANAGERIAL REMUNERATION:
The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given.
35.PARTICULARS OF EMPLOYEES:
The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Registered O!ice of the Company, during business hours, i.e., between 10.00 a.m. (IST) to 5.00 p.m. (IST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 06thAnnual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance O!icer at investor@kontorspace.in.
36.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
The Board of Directors of your Company, had appointed M/s. Arvind Meena & Associates, Practicing Company Secretary, as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report submitted by M/s. Arvind Meena & Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as "Annexure – B" to this Board's Report.
37. APPOINTMENT OF INTERNAL AUDITOR:
Pursuant to provision of Section 138 of the Companies Act, 2013, the Company has Appointed M/s. Prodyot Bhattacharyya & Associates, as the Internal Auditor of the company, for the Financial year 2023- 2024.
38.COST RECORDS:
During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
39.COST AUDIT:
During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-section (2) of Section 148 of the Companies Act, 2013.
40.MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.
41. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any shares with di"erential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
42.DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
43. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
During the year under review, the Company has not issued any equity shares under Employees Stock Option Scheme.
44.STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.
45.TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).
46.DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating management, your Directors make the following statement and 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; b) 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 a"airs of the Company at the end of the Financial year and of the loss of the Company for that period; c) the directors have taken proper and su!icient 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; d) the directors have prepared the annual accounts on a going concern basis; and e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e"ectively.
47. ANNUAL RETURN:
Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered o!ice of the Company in the working hours and also on the website of the Company https://www.kontorspace.in/.
48.SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every e"ort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2023-24.
49.DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR:
50.VIGIL MECHANISM (WHISTLEBLOWER POLICY):
In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics O!icer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases., the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company's operations, business performance or reputation.
Your Company has adopted a Whistle Blower Policy ("Policy") as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule or regulation.
This Policy is also applicable to your Company's Directors and employees and it is available on the internal employee portal as well as the website of your Company at the web-link www.kontorspace.in.
51. POLICIES OF THE COMPANY:
The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company's website viz., https://www.kontorspace.in, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.
The key policies that have been adopted by your Company are as follows:
1. Archival Policy
2. Code Of Practices and Procedures for Fair Disclosure of UPSI Policy
3. Familiarisation Programme for Independent Directors
4. Policy For Board Diversity
5. Policy For Determination of Legitimate Purpose for Sharing UPSI
6. Code Of Conduct
7. Nomination And Remuneration Policy
8. Vigil Mechanism (Whistel Blower) Policy
9. Policy On Identification of Material Creditors and Material Litigations
10. Material Subsidiary Policy
11. Policy Related Party Transaction
52. CAUTIONARY STATEMENT:
Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might di"er.
53.ACKNOWLEDGEMENT:
Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.
Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.