To, The Members of
M/s. Kretto Syscon Limited (Formerly known as Ideal Texbuild Limited)
Your Directors have pleasure in presenting the Boards Report of
your Company together with the Audited Statement of Accounts and the Auditors Report
of your company for the financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs.In Lacs)
Particulars |
Standalone |
|
2022-23 |
2021-2022 |
| Gross Income |
62.81 |
415.11 |
| Profit Before Interest and Depreciation |
24.87 |
23.82 |
| Finance Charges |
0 |
0.00 |
| Gross Profit |
25.32 |
24.15 |
| Provision for Depreciation |
0.45 |
0.34 |
| Net Profit Before Tax |
25.32 |
24.15 |
| Provision for Tax |
6.55 |
6.29 |
| Net Profit After Tax |
18.77 |
17.86 |
DIVIDEND
With a view to conserve the resources of company and by looking at
financial prospects the directors of the company have not recommended any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed to carry current year
profit to its reserves.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2022-2023, changes were not occurred in the
share capital of the company.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and / or paid last year.
MATERIAL CHANGES AND COMMITMENTS
The company has shifted its registered office from existing to A-401,
SANKALP ICONIC, OPP. VIKRAM NAGAR ISCON TEMPLE CROSS ROAD, S.G HIGHWAY AHMEDABAD GJ
380054.
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report.
ANNUAL RETURN
The copy of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, is available on the website of the company. The link of website is
www.krettosysconltd.com
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-2023, the Company held Six (6) board
meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is
summarized below. The provisions of Companies Act, 2013 and SEBI (Listing obligations
& Disclosure Requirements) Regulations, 2015 were adhered to while considering the
time gap between two meetings.
S No. |
Date of Meeting |
Board Strength |
No. of Directors |
|
|
|
Present |
| 1 |
25/05/2022 |
3 |
3 |
| 2 |
20/06/2022 |
3 |
3 |
| 3 |
05/07/2022 |
3 |
3 |
| 4 |
04/08/2022 |
3 |
3 |
| 5 |
12/11/2022 |
3 |
3 |
| 6 |
13/02/2023 |
3 |
3 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) 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 and loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
(f) 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.
AUDITORS AND REPORT THEREON
M/s. S. Mandawat & Co, Chartered Accountants, are the statutory
auditor of the company
There are no qualifications or adverse remarks in the Auditors
Report which require any clarification/ explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation.
Further the Auditors Report for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has given Loans and advances amounting to Rs.
16,36,50,739/- as per the note no. 3 of Financial Statement.
However, the company has not given Guarantee under section 186 of the
Companies Act, 2013 for the financial year ended 31st March 2023.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions of the
Company with key managerial personnel during the financial year 2022-2023 which have
potential conflict with the interest of the Company at large.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and technology absorption
have not been furnished considering the nature of activities undertaken by the company
during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to control risk
through a properly defined plan. The risks are classified as financial risks, operational
risks and market risks. The risks are taken into account while preparing the annual
business plan for the year. The Board is also periodically informed of the business risks
and the actions taken to manage them. The Company has formulated a policy for Risk
management with the following objectives:
Provide an overview of the principles of risk management Explain
approach adopted by the Company for risk management Define the organizational structure
for effective risk management
Develop a "risk" culture that encourages all employees to
identify risks and associated Opportunities and to respond to them with effective actions.
Identify, access and manage existing and new risks in a planned and coordinated manner
with Minimum disruption and cost, to protect and preserve Companys human, physical
and financial assets.
DIRECTORS and KMP
There were no changes has occurred in the constitution of directors of
the company during the year.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there
is no requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company
and Directors is furnished hereunder:
No remuneration is paid to any director of the company.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
CORPORATE GOVERNANCE
Report on Corporate Governance is not applicable to the company. The
company does not meet the criteria for applicability of regulation 27 of LODR, 2015.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the declaration and they
meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Companys
Nomination and Remuneration Committee comprises of three Directors. The table sets out the
composition of the Committee:
Name of the Director |
Position held in the |
Category of the Director |
|
Committee |
|
|
Mr. Rajesh Modi |
Chairman |
Independent, |
Non-Executive |
|
|
Director |
|
Mr. Tushar Shah |
Member |
Executive Director |
|
Ms. Kapadia Kruti |
Member |
Non-Executive Director |
Kevin |
|
|
|
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and shall carry out evaluation of every
Directors performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating
the policy ensure that:
a. the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully; b. relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board meeting, subject to
the subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company. However, no remuneration
is paid to executive directors of the company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are not paid any remuneration by way of
Sitting Fees and Commission. The Non-Executive Directors are not paid any sitting fees for
meeting of the Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the companys
Audit Committee comprised of three directors. The board has accepted the recommendations
of the Audit Committee. The table sets out the composition of the Committee:
Name of the Director |
Position held in the |
Category of the Director |
|
Committee |
|
|
Mr. Rajesh Modi |
Chairman |
Independent, |
Non-Executive |
|
|
Director |
|
Mr. Tushar Shah |
Member |
Executive Director |
|
Ms. Kapadia Kruti |
Member |
Non-Executive Director |
Kevin |
|
|
|
|
|
SECRETARIAL AUDIT REPORT
There are qualifications or adverse remarks in the Secretarial
Audit Report which require any clarification/ explanation as below:
1. The company is under process of appointment of internal auditor.
2. The company will publish the newspaper advertisement of financial
results as per Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
3. Company is ensuring to take care of Compliances and comply with
section 134(1) of the Companies Act, 2013.
4. The company will do the Retirement of Directors as per section 152
of the Companies Act, 2013.
5. Company is under process to appoint non-executive directors. Once
appointed the Nomination Remuneration Committee will be reconstituted as per Section 178
of the Companies Act, 2013.
6. The website of the company is duly working and updated.
Further the Secretarial Audit Report as provided by Mr. Manish
Buchasia, Practicing
Company Secretary for the financial year ended, 31st March, 2023 is
annexed herewith for your kind perusal and information.
COST AUDIT
Cost audit is not applicable to the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for
directors and employees to report genuine concerns and made provisions for direct access
to the chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company. The details of the Vigil Committee are annexed herewith for your kind
perusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) 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. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control
systems to ensure reliable financial reporting and compliance with laws and regulations
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
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FOR & ON BEHALF OF |
THE BOARD OF DIRECTORS |
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DATE: 05.09.2023 |
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PLACE: AHMEDABAD |
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Sd/- |
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Sd/- |
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KAPADIA KRUTI |
KEVIN |
TUSHAR SHAH |
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DIN: 07746940 |
DIN: 01748630 |
DIRECTOR MANAGING DIRECTOR |
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+91-9892691696
