To,
The Members,
Your Directors are pleased to present the Companys 37th Annual Report and
the audited accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS FOR THE YEAR 2022-2023:
(AmountinRs.000)
| PARTICULARS |
2022-2023 |
2021-2022 |
| Income From Operation |
6,790 |
6,655 |
| Other Income |
12,751 |
15,766 |
| Total Income |
19,541 |
22,420 |
| Less: Operational Expenses |
12,500 |
14,625 |
| Profit before Interest, Depreciation |
7,041 |
7,795 |
| Less: Depreciation and Finance Cost |
3,123 |
5,550 |
| Profit/Loss Before Tax |
3,918 |
2,245 |
| Less: Tax expenses |
1,053 |
0.00 |
| Profit/Loss After Tax |
2,865 |
2,245 |
STATE OF COMPANYS AFFAIRS:
During the year under review, the Company has generated total revenue of Rs.6, 790/-
thousand as against Rs 6,655/- thousand of the previous financial year. The net profit for
the year under review has been increased to Rs.2, 865/- thousand as against Rs. 2,245/-
thousand 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 2022-23, 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. Mr. Ankit Pravinkumar Patel (holding DIN 02901371), Director of the Company retires
by rotation and, being eligible, offers him self 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) are required to be included in the financial
statement.
PUBLIC DEPOSIT:
During the year under review your Company has not accepted 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, 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 ORDER SPASSED 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 companys 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:
As per section 139 of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of the maximum term permitted
under the said section. The audit Committee has proposed and on 30/06/2023, the Board of
Directors of the Company has recommended the appointment of M/s. S V J K AND ASSOCIATES,
Chartered Accountants, Ahmedabad (FRN: 135182W) as the Statutory Auditors of the Company.
M/s. S V J K AND ASSOCIATES, Chartered Accountants, Ahmedabad will hold the Office for a
period of five consecutive years from the conclusion of the 37thAnnual General
Meeting of the Company scheduled to be held on 23rdSeptember, 2023, till the
conclusion of the 42nd Annual General Meeting to be held in the year 2028,
subject to the approval of the Shareholders of the Company. The first year of audit will
be of financial statements for the year ending March 31, 2024, which will include the
audit of the quarterly financial statements of the year.
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, 2023. Secretarial Audit Report is attached to this
report as Form MR-3. The Board has duly reviewed the Secretarial Auditors 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 companys 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 Companys 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 2022-23, 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 Companys 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 Boards approval. The audit
Committee reviewed with adequacy of internal control systems with the management,
statutory and internal auditors.
SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE:
In the financial year 2022-23, 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 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 2022-23, 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 directors 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 Companys 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.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements 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 Companys 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 Companys shares is INE006C01015. Presently shares are held in electronic and physical
mode (82.45% of shares in demat, 17.55% in physical mode).
INTERNAL AUDITOR
The Board of Directors has appointed Ankita Hiren Associates, Chartered Accountants 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 6 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 15.04.2022, 30.05.2022, 27.07.2022,
03.09.2022, 14.11.2022 and 31.01.2023.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 4 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 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 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.
PERFORMANCEE 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 areas:
(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,
2023, 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 2022-23 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 Acst. 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 part of this report. The Board has
approved policy for related party transactions which has been uploaded on the Companys
website www.kzgroup.in
ACKNOWLEDGMENT:
Your Directors wish to place on record their since reappreciation to the financial
institutions, Companys 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.
| REGISTERED OFFICE: 1st Floor, Deshna Chamber, B/h, Kadva Patidar Wadi,
Ashram Road, Ahmedabad-380014. |
BY ORDER OF THE BOARD FOR, K Z LEASING AND FINANCE LTD. |
| Date: 01/09/2023 |
Pravinkumar K Patel (Chairman and Managing Director) (DIN: 00841628) |
+91-9892691696
