kaycee industries ltd share price Management discussions

<dhhead>MANAGEMENT DISCUSSION AND ANALYSIS</dhhead>

The Kaycee Industries Limited is a pioneer in the field of engineering offering high quality products and services to its clients in India. The Company started manufacturing operation in the year 1942 and developed a steady market its products. The Company now manufactures high-end electrical equipment, indigenously designed through extensive research and development inthe vital fields, offering them across the country to its clients. The products are:

. Lugs

. Rotary Switch

. Limit Switches

. Toggle Switches

. Cam

. Rotary Toggle Switches

. Timer

. Universal Counter

. PB & Lamp

. Digi count

. Digital Time Totalizer

. Relays

. Submirsible Cables

. Earthing Devices

By adopting continuous R & D efforts, it has been possible to update the existing products and processes, improve customer satisfaction, improve quality and performance of the products, making more cost effective products and upgrading products to the latest relevant standards, right balance of In-house manufacturing and outsourced manufacturing, increasing strategic flexibility, cost management and asset- lightness.

The Company increased its investment in process automation, helping to optimize costs, strengthen efficiency and enhance transparency. Product efficiency: The Companys products act to enhance its customer price-value proposition.

Kaycee Industries Limiteds products are specially designed and developed using the indigenous state of the art technology and have high reliability and long life. Continual improvements are being done based on current technology and customer feedback. Its design and development centre is well equipped with relevant updated software, qualified engineers all geared to the latest national and international standards. The company is associated with its holding company into the area of making new products relevant to the present market.

The Company has taken several vital steps to remain competitive and to ensure survival by reducing cost by streamlining the overall operations process. Despite severe competition and reduced demand, optimism about the mid and long term growth prospects remain and will continue to remain in the coming years which optimizing is based on its current performances.

OPPORTUNITIES AND THREATS

Recent government measures aimed at structural reforms inthe Indian economy are inthe right direction that move towards an area of economic development and growth. Considering the 81 years presence and experience in the Company in electrical sector, a huge business potential is anticipated. The Company has a strong, well established distribution network. The Company has a wide range of products in electrical categories with on-going efforts to add new product variants. The Company is deepening penetration into market for its products and continuing focus on products expansion targeting a very good and substantial business in the future. One of the measures through to be helpful in this area is expansion of distribution network this is being implemented. Barring unforeseen circumstances, the Company expects to increase its volume of business in the current year.

OUTLOOK

Electrical equipment/products manufacturing is a very important sector for a developing country like India. The demand for electrical products is expected to grow progressively. Keeping in view the above, the long term outlook for the sector appears bright. There is an ample scope and opportunity for companies having business in this sector.

The philosophies of Atmanirbhar Bharat and Make in India initiative will certainly our company to be in demand.

RISK MANAGEMENT

Risk Management is an integral function of the overall management and is embedded across all of the business processes undertaken by the Company. Your Company believes it is essential to identify and manage risks to reduce uncertainties and to ensure continuity of operations. To manage risks, the Companys Management team continuously assesses and monitors business practices, current developments, etc. ensuring a smooth flow of operations adhering to stringent guidelines. The Company has a risk management framework in place, with processes to strategize, monitor, identify, assess and mitigate risks that could impact sustainability of business operations. All fixed assets are covered by the insurance policy and its renewals are made in time.

We are committed to providing the highest degree of protection and safety to all our employees, especially at the factories. Regular machinery inspections are important to ensure that the functionality of the machinery is up to date and does not impose any potential hazards that could cause accidents at the workplace. Periodic maintenance checks to equipment are conducted to assure that they meet acceptable safety requirements.

The Company also actively manages and controls risks arising from credit, raw material price fluctuation, besides the financial risks which include liquidity management and close monitoring of interest costs.

Internal Control Systems.

The Company and its Management have adequate internal control systems in place to safeguard and shield the Company from losses and in ensuring proper utilization of its assets. This also ensures that the Company’s assets and interests are carefully protected, and all the transactions are appropriately authorized, recorded and presented to the top management. The Company always adheres to prescribed guidelines and follows all Accounting Standards prescribed for maintenance of books of accounts and reporting of financial statements. The appointed independent internal auditors monitor and report on the effectiveness of the internal control systems of the various areas of operations, there is a free exchange between the auditors and the audit committee that ensure responsible and transparent operations. The Internal Control systems ensure the business functions efficiently and the applicable laws, rules, regulations, policies of the Company are followed, in addition to ensuring the reliability of financial reporting.

FINANCIAL PERFORMANCE AND OPERATIONAL EFFICIENCY

. The Company has achieved a turnover of Rs.41.77 Crores for the FY ended 31st March 2023 and there was a rise of Rs.12.36 crores when comparing with FY 2021-22.

. The Company has achieved highest turnover and highest profits in a decade.

. The company’s Earnings per share (EPS) registered a significant growth from Rs. 294/share (FY’21-22) to Rs. 551/share during financial year FY 2022-23.

. Borrowings was Nil as of 31st of March 2023 Human Resources Development

The Company maintains a cordial relationship with its employees at all levels. Human resources are considered the most important and a valuable asset of the Company. Continuous commitment to upgrading skills is an integral part of the human resource development Policy of the Company. The focus has always been towards creating a rewarding and nurturing environment for employees. The Company is an equal opportunity employer and promotes diversity in its workforce. Equal opportunities are given to optimize their potential and improve their standard of living.

The Management continues to pay special attention to various aspects of human resources arrangement like training, welfare and safety and thereby further strengthen its human resources. To face the challenging business environment, the Company continues to build the capability of its human resources through various initiatives in development and training of employees at all levels.

Various internal as well as external development programs were organized in the year to develop and motivate the employees. Relations with the employees remained cordial throughout the year. Jobs at all levels in the Company are designed, organized and managed effectively by interaction between the management and employees. The Company had a total manpower of 64 as on March 31, 2023.

Cautionary Statement.

The Financial Statements that are attached to this report are in conformity with the accounting principles generally accepted in India. Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimation and expectations may somewhat be ‘forward looking’ within the meaning of applicable law and regulations. Management has based these forward- looking statements on its current expectations and projections about future events. Such statements involve known and unknown risks, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other costs and may cause actual results to differ materially.

 

 

 

CORPORATE GOVERNANCE REPORT

Corporate Governance is not merely the compliance to a set of regulatory laws and regulations but is a set of good and transparent practices that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. It goes beyond building and strengthening the trust and integrity of the Company by ensuring conformity with the globally accepted best governance practices. The Securities and Exchange Board of India (SEBI) observes keen vigilance over governance and fulfillment of these regulations in letter and spirit, which entails a certainty towards sustainable development of the Company, enhancing stakeholders’ value eventually.

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency and fairness in all its transactions in the widest sense and meet its stakeholders’ aspirations and societal expectations. Your Company has committed itself to bring about good corporate governance practices. It strongly believes in attaining transparency, accountability and equity in all its operations and in its interaction with stakeholders including shareholders, employees, the government and the lenders. The Company keeps itself abreast of the best governance practices on the global front, at the same time conforming to the recent amendments.

The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients in the Company and the unquestioned integrity of all personnel involved or related to the Company. Corporate Governance contains a set of principles, process and systems to be followed by directors, Management and all Employees of the Company for increasing the shareholders’ value, keeping in view the interest of other stakeholders. While adhering to the above, the Company is committed to integrity, transparency, accountability and compliance with laws in all its dealings with shareholders, employees, the Government, customers, suppliers and other stakeholders.

BOARD OF DIRECTORS:

The Board of Directors (“the Board”) facilitates the effective fulfillment of the Boards tasks and provides leadership and guidance to the Companys management and helps in supervising the performance of the Company and helps achieving in its goals. The Board plays a crucial role enhancing and protecting the reputation of the organization and is expected to exercise its duties in the best interests of shareholders and to maximize wealth.

The Board comprises of members distinguished in various fields such as management, finance, law and marketing. This provides reliability to the Companys functioning and the Board ensures a critical examination of the strategies and operational planning mechanisms adopted by the management across the globe. None of the Directors on the Board is a member in more than ten Committees and Chairman of more than five Committees across all Companies in which they are Directors as per Regulation 26(1) of the SEBI (LODR) regulations, 2015.

The Company has an optimum combination of Directors on its Board and is in conformity with Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31,2022. The Board comprises of 7 (Seven) Directors out of which 3 (Three) are Non-Executive Independent Directors and 4 (Four) are Non-Executive non- Independent Directors.

Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for an effective and well-informed decision making during the meetings.

The composition of the Board of Directors and also the number of other Companies of which he/ she is a Director and Member/ Chairman as on March 31, 2023, are as under :

Name of ihe	Category of Directorship	Directorship in other Companies noticing Companies)	Committee Member	Membership(s) of other Companies Chairman	No. of Shares held
Mr.N Rangachary	Independent Director	5	4	1	-
Mr. J Balasubramanian:	Independent Director	2	-	-	-
Mrs. Priya Bhansali	Independent Director	3	-	-	-
Mr. Jitendra Vakharia :	Non-executive and	6	-	-	-
	Non-Independent Director
Mr. R. Doraiswamy	Non-executive and	8	-	-	-
	Non-Independent Director
Mr. Rajeshkumar	Non-executive and	9	-	-	-
	Non- Independent Director
Mrs. Manimegalai	Non-executive and	4	-	-	-
	Non- Independent Director

 

The particulars of Directors, who are proposed to be re-appointed at the ensuing AGM, are given in the Notice convening the AGM.

Further, there are no inter-se relationships between the Board Members except Mr. R. Doraiswamy and Mr. Rajeshkumar are related father and son respectively.

BOARD PROCEDURE:

The Board meets at least once every quarterto review the quarterly performance and the financial results. The Boards role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance with statutory requirements, major accounting provisions and write-offs are considered by the Board. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies.

ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING:

During the year 4 (Four) Board Meetings were held during the financial year ended March 31, 2028, the dates of which are 12/05/2022, 02/08/2022, 05/11/2022 and 04/02/2023

The attendance of each Director at Board Meetings and at the last Annual General Meeting is as under:

Name of the Directors	No. of Board meetings attended	Attendance of last AGM held on 06/08/2022.
Mr. N Rangachary	4	Present
Mr. J Balasubramanian	4	Present
Mrs. Priya Bhansali	3	Present
Mr. Jitendra Vakharia	4	Present
Mr. R. Doraiswamy	4	Present
Mr. Rajeshkumar	4	Present
Mrs. Manimegalai	4	Present

 

3. AUDIT COMMITTEE:

BROAD TERMS OF REFERENCE:

The terms of reference of the Audit Committee are in order to cover the matters specified under revised Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/ removal of Auditors, reviewing of company’s results, evaluation of Independent Directors performances and all such other terms of reference as enumerated on the company’s website at www.kayceeindustries.com.

COMPOSITION:

The Audit Committee comprises of four Directors, out of four, 3 are non-executive and Independent Directors, 1 is non-executive and non-Independent Director. All these Directors possess knowledge by corporate finance, accounts and company law.

The constitution of the Audit Committee as on 31% March 2023 is as follows :

Sr.No.	Name of Directors	Executive/Non-Executive Independent
1.	Mr. J Balasubramanian	Non-Executive Independent
2.	Mr.N Rangachary	Non-Executive Independent
3.	Mr. Rajeshkumar	Non-Executive Non Independent
4	Mrs. Priya Bhansali	Non-Executive Independent

 

MEETINGS AND ATTENDANCE

During the financial year ended March 31, 2023, Four Audit Committee Meetings were held on 12/05/2022, 02/08/2022, 05/11/2022 and 04/02/2023.

The attendance at the Audit Committee Meetings is as under:

Sr. No.	: Name of Director	Executive/	Non-Executive Independent	No. of meetings attended
1.	Mr.J Balasubramanian	Chairman,	Non-Executive Independent	4
2.	Mr. N Rangachary	Member,	Non-Executive Independent	4
3.	: Mrs. Priya Bhansali	Member,	Non-Executive Independent	3
4,	Mr. Rajeshkumar	Member,	Non-Executive	4

 

The Chairman of the Committee was present at the Annual General Meeting of the Company held on 06/08/2022 to attend to the shareholders’ queries.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder’s/ Investor’ s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

No complaints had been received during the year and there was no pending complaint as on March 31, 2023.

COMPOSITION:

The constitution of the Committee of Directors as on 31st March 2023 is as under:

Sr. No.	Name of Director	Executive/Non-Executive Independent
	Mr. N Rangachary	Chairman, Non-Executive Independent
	Mr. Rajeshkumar	Member, Non-Executive
	Mr. Jitendra Vakharia	Member, Non-Executive

 

5. NOMINATION AND REMUNERATION COMMITTEE:

The Committees constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

This Committee has powers to recommend / approve remuneration, Identification of Persons who are qualified to become director, Recommend to the board their appointment and removal, approve remuneration of Non-Executive Directors and all such and terms of reference as enumerated on the company’s website at www.kayceeindustries.com.

The constitution of the Committee of Directors as on 31% March 2023 is as under:

Sr. No.	Name of Director	Executive/Non-Executive Independent
1.	Mr.J Balasubramanian	Chairman, Non-Executive Independent
2.	Mr. N Rangachary	Member, Non-Executive Independent
3.	Mrs. Priya Bhansali	Member, Non-Executive Independent
4.	Mr. R Doraiswamy	Member, Non-Executive

 

Remuneration Policy for Key Managerial Personnel and other Employees of the Company:

The Companys Remuneration Policy for Key Managerial Personnel and other employees is driven by the success and the performance of the Company and the individual & industry benchmarks and is decided by the Nomination and Remuneration Committee. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a mix of fixed/ variable pay, benefits and performance related pay.

Role of the Nomination and Remuneration Committee:

The Committee performs the functions enumerated in Section 178 of the Act and Regulation 19(4) read with Part D of Schedule Il of the Listing Regulations as follows:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

formulation of criteria for evaluation of performance of independent directors and the Board of Directors;

devising a policy on diversity of Board of Directors;

identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

Whetherto extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

The details of Remuneration paid to the Executive Directors & KMP for the Financial Year 2022-23

Sr. No.	Names of Executive Directors/ KMP	Executive/Non-Executive Independent	Amt. (in Rs.)
	Mr. Raman K	Chief Operating Officer	17,28,000/-
2.	Mr. Deepak Ramesh Potdar	Chief Financial Officer	10,49,874/-
3.	Mr. Mohit Premchand Dubey	Company Secretary	5,72,144/-

 

Further, there is no pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company. An Executive Director is not entitled for payment of any severance fees.

MEETINGS AND ATTENDANCE

During the financial year ended March 31, 2023, 1 (One) Committee Meeting were held to Review the performances of Director and approve the remuneration package of the Director of the Company.

The attendance at the Remuneration Committee Meeting is as under :

Sr.No.	Name of Director	Executive/ Non-Executive Independent	No. of meeting attended
1	Mr.J Balasubramanian	Chairman, Non-Executive Independent	1
2.	Mr. N Rangachary	Member, Non-Executive Independent	1
3.	Mr. R Doraiswamy	Member, Non-Executive	1

 

6. GENERAL BODY MEETINGS / POSTAL BALLOT:

Details of the last three years Annual General Meeting are as under:

Financial Year	Date	Location of the Meeting	Time	Special Resolution(s) Passed
2019-2020	07/08/2020	Video Conferencing /	11.30 A.M.	1
		Other Audio Visual Means (VC)
2020-2021	04/08/2021	Video Conferencing /	12.00 noon	3
		Other Audio Visual Means (VC)
2021-2022	06/08/2022	Video Conferencing /	11.00 A.M.	1
		Other Audio Visual Means (VC)

 

7. TRAINING FOR BOARD MEMBERS

Regulation 25(7) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed company is required to conduct familiarization programmed enabling the Independent Directors of the Company to understand the Company’s business in depth that would facilitate their active participation in managing the Company.

The Company has adopted a system to familiarize its Independent Directors with the Company, to make them aware of their roles, rights & responsibilities in the Company and nature of the industry in which the Company operates business model of the Company, etc. The Company has also put in place a system to familiarize its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Presentation was made for the newly appointed Independent Directors to make them aware of their roles & duties and Code for Independent Directors, Code of Conduct for Non-Executive Directors and Code of Conduct for Prevention of Insider Trading as issued by the Company are also shared with them at the time of their appointment/ re-appointment. Further, presentations are also made from time to time at the Board and its Committee meetings, on quarterly basis, covering the business & financial performance of the Company & its subsidiaries, quarterly/ annual financial results, revenue and capital budget, review of Internal Audit findings etc.

The details of such familiarization programmed are disclosed on the Company’s website www. kayceeindustries.com

8. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination

& Remuneration Committee and Stakeholders Relationship Committee. The performance of individual Directors was evaluated on parameters such as attendance and participation in the Meetings, preparedness for the meetings, understanding of the Company & the external environment in which it operates, contribution to strategic direction, raising of valid concerns to the Board, constructive contribution to issues, active participation at meetings and engaging with & challenging the management team without confronting or obstructing the proceeding of the Board and its Committee meetings of which the Director is a member. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at their meeting. The Directors expressed their satisfaction with the evaluation process.

9. DISCLOSURES:

Related Party Transactions:

There were no transactions of material nature between the Company and its Directors or Senior Management and their relatives or Promoters that may have potential conflict with interest of the Company. The Register of Contracts containing transactions, in which Directors are interested, have been placed before the Board regularly.

The transactions with related parties as per Indian Accounting Standard (IND AS)-24 are set out in Notes to accounts under Note no.28 forming part of financial statements. All transactions entered into with Related Parties as defined under Section 188 of the Companies Act, 2013 and Regulation 23 read with Part A of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length pricing basis. The approval of Shareholders were taken in the last AGM for related party transactions. Suitable disclosures as required by the relevant Indian Accounting Standards (IND AS18) have been made in the Notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website www.kayceeindustries.com

Disclosures from Senior Management

Disclosures from Senior Management are obtained on quarterly basis to the effect that they have not entered into any material, financial and commercial transactions, where they have personal interest that may have potential conflict with the interest of the Company at large.

Compliances by the Company

The Company has complied with the requirements of the Regulatory Authorities on matters related to the capital market and no penalties/ strictures have been imposed against the Company by the Stock Exchange or SEBI or any other Regulatory Authority on any matter related to capital market during the last three years.

Whistle Blower Policy/ Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a vigil mechanism to directors, employees, agents, consultants, vendors and business partners to disclose instances of wrong doing in the workplace. The object of this Whistle Blower Policy is to encourage individuals to disclose and protect such individuals in the event of a disclosure. The Company is keen on demonstrating the right values and ethical, moral and legal business practices in every field of activity within the scope of its work. The objective of this policy is to provide a vigil mechanism and framework to promote responsible whistle blowing and ensure effective remedial action and also protect the interest of the whistle blower as guided by legal principles. This policy is intended to:

1. Encourage and enable directors, employees, agents, consultants, vendors and business partners to raise issues or concerns, which are either unacceptable or patently against the stated objectives, law or ethics, within the Company.

2. Ensure that directors, employees, agents, consultants, vendors and business partners can raise issues or concerns without fear of victimization, subsequent discrimination or disadvantage thereof.

3. Reassure the whistle blower (s) that they will be protected from possible reprisals or victimization if they have made disclosure/s in good faith.

4. Ensure that where any wrong doing by the Company or any of its directors, employees, agents, consultants, vendors or business partners is identified and reported to the Company under this policy, it will be dealt with expeditiously and thoroughly investigated and remedied. The Company will further examine the means of ensuring how such wrong doing can be prevented in future and will take corrective action accordingly.

The policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No person has been denied access to the Audit Committee. All complaints received under the said policy, if any, are reviewed by the Audit Committee at its meeting held every quarter. In staying true to our values of Strength, Performance and Passion and in line with Company’s vision of being one of the most respected companies in India; the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

V. Code of Conduct for Directors and Senior Management

The Board has laid down Codes of Conduct for Executive Directors & Senior Management and for Non-Executive/ Independent Directors of the Company. The Codes of Conduct have been circulated to the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Director in this regard is given at the end of this Report. The Code of Conduct is available on website of the Company at the link www.kayceeindustries.com.

vi. Code of Conduct for Prohibition of Insider Trading

The Company has framed Kaycee Industries Limiteds Code of Conduct for Prohibition of Insider Trading’ pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, which is applicable to its Directors, Officers, and Designated

Employees. The Code includes provisions relating to disclosures, opening and closure of Trading Window and Pre-Clearance of trades procedure. In compliance with SEBI Regulations the Company sends intimations to Stock Exchanges from time to time.

vii. Subsidiary Companies

The Company does not have any subsidiary company as on March 31, 2023.

The Policy of Material Subsidiaries is available on website of the Company at the link www. kayceeindustries.com.

viii. Risk Management & Internal Control

The Company has implemented a comprehensive ‘Enterprise Risk Management’ framework in orderto anticipate, identify, measure, mitigate, monitor and report the risks to meet the strategic business objectives, details of which are given in the Risk Management section under ‘Management Discussion and Analysis Report’ which forms part of this Annual Report. The Company has a competent team which prepares and executes a vigorous Audit Plan covering various functions such as operations, finance, human resources, administration, legal and business development etc. across different geographies. The team presents their key audit findings of every quarter to the Audit Committee. The management updates the members about the remedial actions taken or proposed for the same. The suggestions and comments from the Committee members are vigilantly incorporated and executed by the Company.

ix. Sexual Harassment Policy

The Company has an anti-sexual harassment policy to promote a protective work environment. The complaints received by the Sexual Harassment Committee with details of action taken thereon are reviewed by the Audit Committee at its meeting held every quarter. The Company has a zero tolerance policy towards such complaints and the same is conveyed to the employees at the time of induction.

X. Management Discussion and Analysis Report

The Management Discussion and Analysis Report is attached to board report as annexure-6.

xi. Independent Directors

The Independent Directors of the Company have the option and freedom to meet and interact with the Companys Management as and when they deem it necessary. They are provided with necessary resources and support to enable them to analyze the information/ data provided by the Management and help them to perform their role effectively. xii. Share Reconciliation Audit

As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange. The Audit confirms that the total Listed and Paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form and in physical form.

10. MEANS OF COMMUNICATION:

The Quarterly Reports of the Company are published in accordance with the Requirements of the SEBI (LODR) Regulations 2015 of the BSE Ltd.

Newspapers in which results are normally published:

1. Financial Express (English)

2. Navshakti (Marathi)

11. GENERAL SHAREHOLDER INFORMATION:

1. Annual General Meeting Scheduled to be Held: Day & Date : Wednesday August 9, 2023

Time :11.00 AM.

Venue/Mode : Video Conferencing / Other Audio Visual Means (VC)

2. Record Date for Dividend : July 28, 2023

3. Financial Calendar:

The next financial calendar year of the Company will be from April 1, 2023 to March 31, 2024

Audited/	Particulars of Financial Reporting	Date
Unaudited
Unaudited	Financial Reporting for the quarter ending June 30, 2023.	Up to Aug. 14, 2023
Unaudited	Financial Reporting for the quarter ending September 30, 2023.	Up to Nov. 14, 2023
Unaudited	Financial Reporting for the quarter ending December 31, 2023.	Up to Feb. 14, 2024
Audited	Financial Reporting for the Audited Financial Result as on March 31, 2024.	Up to May 30, 2024

 

4, Listing on Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited.

5. Stock Codes:

- BSE Limited 504084

6. Stock Price Data:

The monthly high and low quotations and volume of shares traded on BSE Limited is as follows:

MONTH		BSE, MUMBAI
	High (Rs.)	Low (Rs.)	No. of shares Traded
April, 2022	3,990.00	3,601.00	185
May, 2022	3,899.00	3491.25	196
June, 2022	3,800.00	3,450.00	102
July, 2022	4,099.95	3,564.00	116
August, 2022	6,273.00	3,950.00"	1120
Sept, 2022	6,490.00	5,300.00	528
Oct, 2022	5,467.00	4,706.00	295
Nov, 2022	6,693.55	4,702.05	451
Dec, 2022	9,145.00	6,900.00	2286
Jan, 2023	9,625.00	7,563.00	293
Feb, 2023	8,444.95	6,521.00	580
March, 2023	7,506.00	6,275.10	278

 

7. Performance in comparison

The company Fully Paid Share Price versus BSE Sensex

8. Address for Correspondence :

Registered Office	Old Kamani Chambers, 32, Ramajibhai Kamani Marg,
	Ballard Estate, Mumbai - 400 001.
Share Transfer in physical form and in	Datamatics Financial Services Limited
other communication in that regards	Registrar & Share Transfer Agent Add.:
including share certificates, dividends	Plot No.A-16 & 17 part ‘B’ Cross Lane, MIDC Andheri (E),
and change of address etc. may be	Mumbai-400 093, Maharashtra, India.
addressed.	Tel: 022- 66712188

 

9. Share Transfer System:

All requests for dematerialization of shares are processed by the Company and Datamatics Financial Services Limited within 21 days.

The Companys share transfer / transmission works, both physical and electronic form, are being done by M/s. Datamatics Financial Services Limited (R&T Agents), Mumbai. As per SEBI regulations, except in case of transmission or transposition of securities, requests for effecting transfer of securities in physical mode was not processed.

In view of the above, the members holding shares in physical form are requested to consider converting their holdings to dematerialize and to avail various benefits of dematerialization and to eliminate all risks associated with physical shares and for ease of portfolio management.

Application for transmission / transposition of share held in physical form are received at the office of the Registrar / Share Transfer Agent of the Company and if the documents are found to be in order, the transmission / transposition work is completed and the share certificate are returned within the stipulated time as per the Regulations. To considertransmission / transposition of shares, the committee meets at least once in 15 days. The Shares held in the demat form are electronically traded inthe depositories and the Registrar and Transfer Agents of the Company periodically receive from the depositories the beneficiary holdings, to enable them to update their records.

10. Dematerialization of shares:

As on March 31, 2023, 61502 Equity Shares are held in dematerialized form with NSDL and CDSL out of total Equity Shares of 63470 aggregating to 96.89%.

11. Distribution of shareholding as on March 31, 2023:

No. of	shares held	No. of Folios	No. of shares held	% of shareholding
1	to 50	1319	7900	12.45
51	to 100	22	1548	2.44
101	to 200	14	1835	2.89
201	to 300	2	504	0.79
301	to 400	2	635	1.00
401	to 500	2	824	1.30
501	to 1000	0	0	0.00
1001	to 5000	2	3347	5.27
5001	andabove	1	46877	73.86
	TOTAL	1364	63470	100.00

 

12. Shareholding Pattern as on March 31, 2023 :

Particulars of Category	Number of Shareholders	Number	Shares %to total Capital
(A) Promoter and Promoter Group Holding
Individual / Hindu Undivided Family	-	-	-
Bodies Corporate	1	46877	73.86
Total (A)	1	46877	73.86
(B) Non Promoter Holding
Institutions
Alternate Investment Funds
Financial Institutional Investors (FlIs)/Banks	2	59	0.09
Trusts -
Central Government	1	2	0.00
Non-Institutions
Bodies Corporate	10	1534	2.42
Indian Public	1260	11924	18.79
NRIs	15	338	0.53
Clearing Members	1	1	0.00
Hindu Undivided Family	43	557	0.88
Investor Education And Protection Fund Authority	1	2178	3.43
Total (B)	1,333	16593	26.14
Grand Total (A)+ (B)	1,334	63470	100

 

Note: The total foreign shareholding for the year ended March 31, 2023 is 338 shares which in percentage terms is 0.53 % of the issued and subscribed capital.

No Equity Shares under Lock-in for the period ended as on March 31, 2023.

Shareholding pattern in case of dematerialization shares has been prepared based on download of data received from NSDL / CDSL as on March 31, 2023.