To
The Members
Kaiser Corporation Limited
Mumbai
Your Directors are pleased to present the Thirtieth Annual Report of your Company with
the Consolidated Audited Accounts for the year ended March 31,2023.
FINANCIAL RESULTS:
(Amount in Lakhs)
Particulars |
31 March 2023 |
31 March 2022 |
| Sales Income |
1884.73 |
3304.89 |
| Other income |
153.54 |
15.66 |
| Total Income |
2038.27 |
3320.55 |
| Expenditure: |
|
|
| Finance costs |
111.82 |
90.25 |
| Depreciation and amortization expenses |
20.40 |
20.64 |
| Profit before non-controlling interests/share in net profit/(loss) of
associate |
57.30 |
141.45 |
| Share of profit/(loss) of associate |
0.00 |
00 |
| Profit/(loss) before tax |
57.30 |
141.45 |
| Current tax |
10.24 |
43.98 |
| Current tax(MAT) |
0 |
0 |
| MAT credit entitlement |
0 |
0 |
| Deferred tax charge |
21.80 |
(0.78) |
| Tax adjustment of earlier years |
0.67 |
0.41 |
| Mat credit |
-0.72 |
0 |
| Profit/(loss)after tax [A] |
25.31 |
97.85 |
| Other comprehensive income/(loss)for the year. |
3.61 |
(1.71) |
| Total comprehensive income/(loss)for the year(A+B) |
28.92 |
96.13 |
| Total comprehensive income/(loss)attributable to: |
|
|
| Owners of the Parent |
15.76 |
53.61 |
| Non-controlling interests |
13.16 |
42.53 |
| Of the Total Comprehensive income/(loss) included above, Profit/(loss)
for the year attributable to: |
|
|
| Owners of the Parent |
13.76 |
54.89 |
| Non-controlling interests |
11.55 |
42.95 |
| Of the Total Comprehensive income/(loss) included above, Other
comprehensive income/(loss) attributable to: |
|
|
| Owners of the Parent |
2.00 |
(1.29) |
| Non-controlling interests |
1.62 |
(0.43) |
| Earnings per equity share: (no annualised) |
|
|
| Basic and diluted (in Rs.) |
0.03 |
0.10 |
CONSOLIDATED:
Your Companys consolidated total income was to the tune of Rs.2038.27 lakhs compared
to the consolidated income of Rs. 3320.55 lakhs for the previous year with the net profit
of Rs.25.31 lakhs compared to the net Profit of Rs.97.85 lakhs for the previous year. The
Turnover and the profitability has decreased as compared to the previous year on account
of reduction in the business transactions coupled with the adverse Government policies in
the sector in which your company operates, 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 current year.
STANDALONE:
The standalone total income was to the tune of Rs.59.75 lakhs compared to the
standalone income of Rs. 59.14 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, however its printing business is not
giving any proper results and hence your Directors have already taken corrective steps and
has been already concentrating its other lucrative business activities like Turnkey
projects.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended March 31, 2023.
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
:
The particulars required to be stated as per the provisions of Section 134 (3) (m) of
The Companies Act, 2013 relating to conservation of energy and technology absorption do
not apply to your Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: NIL Foreign Exchange Out go: NIL DEPOSITORY SYSTEM:
Details of the Depository System are given in the section Additional Information
which forms a part of 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.
All the 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, 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 in puts from
the Committee members on the basis of the criteria such as the composition of committees,
effectiveness of Committee meetings, etc.
The Board reviewed the performance of the Individual Directors on the basis of the
criteria such as the contribution of the Individual Director to the Board and committee
meetings, preparedness on the issues to be discussed, meaning full and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role by other Board members.
A separate meeting of Independent Directors was convened in the month of January, 2023
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 Chair person of the Company, taking into account the
views of Executive and Non-Executive Directors;
iii. Assess the quality, quantity and time lines off low of information between the
Companys 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
under taken were key focus is being given 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 28lh 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.
Their report is annexed as Annexure II to this Report. There port is self- explanatory and
does not 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 30lhMay
2023 on the Secretarial and other related records of the company for Financial Year
2022-23.
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by there gulatorsor the court so
tribunals that may have an imp act on the going concern status and Companys operations in
for useable future.
ANNUAL RETURN:
The Annual Return for FY 2023 is available on the website of the Company at
https://www.kaiserpress.eom/cms/3/lnvestor-Relation
DIRECTORS 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 the relevant Board committees, including the Audit Committee, the Board is of the
opinion that the Companys internal financial controls were adequate and effective during
the financial year 2022-23.
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 financially ear 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 safe guarding 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 given any loans, however as far as
the corporate guarantee and any investments , the same has been disclosed in the Audited
Financial Statement of the company.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company had only one Subsidiary as on 31 March 2023 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
T.
BOARD MEETINGS AND COMMITTEE MEETINGS:
1. Six (6) 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.
RELATED PARTY TRANSACTIONS:
All related party transactions entered in to during the financial year were on an arms
length basis, in the ordinary course of business and were incompliance with the applicable
provisions of the Act and the Listing Agreement. The details of the transactions with
related parties are provided in the ac companying 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.
VIGIL MECHANISM / WHISTLEBLOWER POLICY:
The company has adopted Whistleblower Policy, to provide a formal mechanism to the
Directors, employees and its stakeholders to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of Conductor Ethics
Policy. The policy provides for adequate safe guards 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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial controls and their adequacy are included
in the Management Discussion and Analysis
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 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 Work place (Prevention, prohibition and Redress al)
Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. No complaints pertaining to sexual harassment were received during F.Y.2022-23.
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: 30" May, 2023
+91-9892691696
