ruchika industries india ltd Directors report

To,

The Members,

The Board of Directors are pleased to present the 38^th (Thirty Eighth) Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of the company can be evaluated on the basis of data provided in the following table. For further details, members are requested to refer financial statements forming part of this annual Report. (Amt. in Rs.)

Particulars	As on	As on
	31st March 2023	31st March 2022
Total Income	4,75,07,793	(6,34,510)
Earnings Before Taxes and Depreciation	1,67,91,748	42,59,068
(-) Depreciation	26,927	66,258
Profit Before Tax and Exceptional Item	1,67,64,821	41,92,810
(-) Exceptional Item	-	-
Profit Before Tax	1,67,64,821	41,92,810
(-) Provision for Tax (current and deferred)	4,84,240	22,66,496
Profit After Tax	1,62,80,581	19,26,314
EPS	1.63	0.96

2. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the financial year 2022- 23.

3. CHANGES IN SHARE CAPITAL:

During the year under review, authorised share capital has been increased from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) to Rs. 12,00,00,000/- (Rupees Twelve Crores only) and face value of equity shares of the Company has been changed from Rs. 5/- (Rupees Five only) to Re. 01/- (Rupee One only) through postal ballot on 06^th February 2023.

As on 31^st March 2023, Authorized Capital stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 12,00,00,000 (twelve Crore) equity shares having face value of Re. 1/- (Rupees One only) and Paid-up Share Capital of the Company stands at Rs. 1,00,00,000/- (Rupees One Crore only) divided into, 1,00,00,000 Equity Shares having face value of Re. 1/- (Rupees One only).

4. TRANSFER TO RESERVES:

During the period under review, no amount is to be transferred to General Reserve.

5. DIVIDEND:

To meet the requirement of funds for standard functioning of the organization, your directors do not recommend any dividend for the year.

6. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURE:

The Company does not have any Subsidiary Company, Associate Company or any Joint Venture as on 31^st March 2023.

On 04^th September 2023, KCD Carmatrix Private Limited was incorporated as subsidiary company of KCD Industries India Limited

7. CORPORATE GOVERNANCE REPORT:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is enclosed as "Annexure 1" and forms an integral part ofthis Annual Report.

9. 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:

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the FinancialYear of the Company to which the Financial Statements relate and the date of the Report.

10. BOARD EVALUATION:

In terms of the policy developed by Nomination & Remuneration Committee and pursuant to the provisions of the Companies Act, 203 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own as well as its committees and individual directors. Details of evaluation are provided in Corporate Governance Report forming part of this Annual Report.

11. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March 2023 is available on the website of the Company at www.kcdinndustries.com

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Details of Directors and Key Managerial Personnel during the year and as on date of this report are as follows:

Name	Designation	DIN/PAN	Date of appointment	Date of Resignation
Manish Patel	Chairman & Non- executive Director	03197260	16/08/2019	04/01/2023
Arun Kuttan	Chairman & Non- executive Director	09844434	04/01/2023	-
Rajiv Darji	Managing Director	02088219	30/09/2021	-
Sagar Shetty	Non-executive Director	09213119	07/09/2021	-
Pratik Popat	Independent Director	08415025	08/04/2019	-
Minal Panchal	Independent Director	08415023	08/04/2019	-
Rajiv Darji	Chief Financial Officer	ACHPD1077F	07/09/2021	-
Pankaj Yadav	Company Secretary	AIIPY8754B	06/10/2022	-

13. BOARD MEETINGS:

During the year under review, the Board met 10 (Ten) times, i.e. on 25^th June 2022, 28^th June 2022, 10^th August 2022, 06^th September 2022, 10^th September 2022, 06^th October 2022, 10^th November 2022, 04^th January 2023, 10^th February 2023, 24^th February 2023.

Attendance of Directors at the Board Meetings was as under:

Sr. No.	Name of the Director	No. of the Board Meeting attended during their tenure
1.	Manish Patel	07 of 07
2.	Arun Kuttan	02 of 02
3.	Rajiv Darji	10 of 10
4.	Sagar Shetty	10 of 10
5.	Pratik Popat	10 of 10
6.	Minal Panchal	10 of 10

14. INDEPENDENT DIRECTOR’S DECLARATION:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors possess the requisite expertise and are persons of high integrity. There has been no change in the circumstances affecting their status as independent directors of the Company.

15. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules frame thereunder M/s. Sayed and Associates, Chartered Accountants (FRN: 133736W) were appointed by the members at the 37^th Annual General meeting of the Company held on 29^th September, 2022 as the Statutory Auditors of the Company for the period of four years till the conclusion of the Annual General Meeting of the Company to be held in the year 2026.

M/s. Sayed and Associates resigned as a statutory auditor of the Company due to preoccupancy in other assignments. Therefore, to fil the casual vacancy arise due to resignation of M/s. Sayed & Associates, the Board of Directors at their meeting held on 06^th September 2023 has appointed M/s. Rawka & Associates (FRN: 021606C) as a Statutory auditor of the Company.

M/s. Rawka & Associates has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Statutory Auditors of the Company.

16. AUDITOR’S REPORT:

The Auditors report does not contain any qualifications, reservations and adverse remarks or disclaimer. The note on financial statements referred to Auditors Report are self-explanatory and do not call for further comments. There has been no instance of fraud reported by the Statutory Auditors during the period.

17. SECRETARIAL AUDITORS:

M/s. Heena Gulrajani & Associates, Company Secretaries, (COP: 25423) was appointed by Board on 21^st June 2023 to conduct Secretarial Audit of the company for the FY 2022-23. The Secretarial Audit Report is enclosed as "Annexure 2" and forms integral part of the Directors Report. The Secretarial Audit report does not contain any reservations or adverse remarksor disclaimers.

18. INTERNAL AUDITOR:

For FY 2022-23, the Board of Directors had appointed M/s. Mohandas & Co., Chartered Accountants (Firm Registration No.:106529W) as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors of the Company for the period.

19. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

20. SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors (SS-4) issued by Institute of Company Secretaries of India.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

22. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm’s length basis and in the ordinary course of business. Particulars of contracts or arrangements with related parties in prescribed Form AOC 3 is annexed herewith at "Annexure 4".

23. SIGNIFICANT AND MATERIAL ORDERS:

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

24. DECLARATION ON INSOLVENCY AND BANKRUPTCY CODE 2016:

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

25. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

Conservation of energy is an ongoing process in the Company’s activities. Core activities of the Company are not energy intensive activity; therefore, no information need to be furnished regarding conservation of energy.

The Company had not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

During the period under review, the Company has not made any expenditure nor made any earnings in foreign currency.

26. COMMITTEES OF THE BOARD:

The Boad of Directors have constituted following committees as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee:

During the year under review Audit Committee met 07 (Seven) times i.e. on 25^th June 2022, 28^th June 2022, 10^th August 2022, 06^th September 2022, 10^th November 2022, 04^th January 2023 and 10^th February 2023.

The composition of the Audit Committee is as under:

Sr. No.	Name of the Director	Designation in Committee	No. of meeting attended during their tenure
1.	Pratik Popat	Chairman	07 of 07
2.	Minal Panchal	Member	07 of 07
3.	Manish Patel	Member	05 of 05
4.	Sagar Shetty	Member	01 of 01

* Manish Patel resigned from the post of Director and member of the Committee on 04^th January 2023. * Sagar Shetty appointed as Director and member of the Committee w.e.f. 04^th January 2023.

Nomination and Remuneration Committee:

During the year under review Nomination and Remuneration Committee met Twice i.e. on 06^th September 2022 and 06^th October 2022.

The composition of the Nomination and Remuneration Committee is as under:

Sr. No.	Name of the Director	Designation in Committee	No. of meeting attended during their tenure
1.	Pratik Popat	Chairman	02 of 02
2.	Minal Panchal	Member	02 of 02
3.	Manish Patel	Member	02 of 02
4.	Sagar Shetty	Member	NA

* Manish Patel resigned from the post of Director and member of the Committee on 04^th January 2023. * Sagar Shetty appointed as Director and member of the Committee w.e.f. 04^th January 2023.

Stakeholders’ Relationship Committee:

During the year under review Stakeholders’ Relationship Committee met 06 (Six) times i.e. on 28^th June 2022, 10^th August 2022, 06^th September 2022, 10^th November 2022, 04^th January 2023, and 10^th February 2023.

The composition of the Stakeholders’ Relationship Committee is as under:

Sr. No.	Name of the Director	Designation in Committee	No. of meeting attended during their tenure
1.	Pratik Popat	Chairman	06 of 06
2.	Minal Panchal	Member	06 of 06
3.	Manish Patel	Member	04 of 04
4.	Sagar Shetty	Member	01 0f 01

* Manish Patel resigned from the post of Director and member of the Committee on 04^th January 2023. * Sagar Shetty appointed as Director and member of the Committee w.e.f. 04^th January 2023.

27. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company met on 10^th February 2023.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company

29. RISK MANAGEMENT:

The Company has a mechanism in place to inform Board Members about the risk assessment and minimization procedures. Risk Management Policy for framing, implementing and monitoring the risk management plan is available at the website of the Company.

30. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Pursuant to section 178(4) of the Companies Act, 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management. The policy isalso available on the website of the Company.

31. DEPOSITS:

During the period under review, no deposits were accepted by the Company.

32. PARTICULARS OF THE EMPLOYEES:

During the period under review, no employee was paid remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Disclosure pursuant to Section 197(12) of the Companies Act, 2013 is enclosed herewith as "Annexure 4" and forms part of this Report.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS:

The Company has an effective internal control system appropriate to its size, scale and complexities of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems and accounting proceduresand policies adopted by it.

34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has formulated Vigil Mechanism/ Whistle Blower Policy pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for director and employees to report genuine concerns.

No person has been denied direct access to the Chairman of the Audit Committee. The policy is available on the website of the Company www.kcdindustries.com

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

During the year under review, no complaints has been received by the Company.

36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED

SUSPENSE ACCOUNT:

Particulars	Details
Aggregate number of shareholders whose shares are lying in demat suspense account at the beginning of the year.	1
Outstanding shares in the suspense account lying at the beginning of the year (having face value of Rs. 5/- each)	2,09,240
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year.	3
Number of shareholders to whom shares were transferred from suspense account during the year.	3
Aggregate number of shareholders whose share are lying in demat suspense account at the end of the year	1
Outstanding shares in the suspense account lying at the end of the year. (having face value of Re. 01/- each)	8,63,200

Note:

Difference in number of shares is due to sub-division/split of equity shares of the Company during the year under review. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

38. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

That in the preparation of the annual financial statements for the year ended 31^st March 2023, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

That 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 viewof the state of affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the annual accounts on a going concern basis;

That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

39. ACKNOWLEDGEMENT AND APPRECIATION:

The Board of Directors conveys grateful appreciation for co-operation received by the Company from valued shareholders, customers, suppliers, service providers, bankers, financial institutions and government authorities.

The Board also place on record their appreciation to the contribution made by the employees at all levels.

	By Order of the Board of Directors
	For KCD Industries India Limited
	Sd/-	Sd/-
	Arun Kuttan	Rajiv Darji
Date: 06th September 2023	Chairman	Managing Director
Place: Mumbai	DIN: 09844434	DIN: 02088219