To, The Members,
Keerti Knowledge and Skills Limited
Your Directors are pleased to present their 24th Annual
Report on the state of affairs of the Company together with the Audited Statement of
Accounts and the Auditors Report of Keerti Knowledge and Skills Limited ["the
Company] for the year ended March 31st, 2023.
Financial Results
The summarized financial performance (Standalone & Consolidated) of
the Company for the financial year ended March 31, 2023 is given below:
[Amount in lacs]
|
Standalone Financial Statement |
|
Consolidated Financial Statement |
|
| Particulars |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
| Revenue from |
319.66 |
650.04 |
491.00 |
830.24 |
| Operations |
|
|
|
|
| Other Income |
32.66 |
37.63 |
0.62 |
25.39 |
| Total Revenue |
352.32 |
687.66 |
491.62 |
855.63 |
| Total Expenditure |
561.02 |
517.81 |
904.32 |
727.43 |
| Profit before |
(208.70) |
169.86 |
(412.70) |
128.21 |
| exceptional and |
|
|
|
|
| extraordinary items |
|
|
|
|
| and tax |
|
|
|
|
| Adjustments for |
0.00 |
0 |
0.00 |
0.00 |
| extraordinary / |
|
|
|
|
| exceptional items |
|
|
|
|
| Profit Before Tax |
(208.70) |
169.86 |
(412.70) |
128.21 |
| Less: Tax |
|
|
|
|
| Expenses: |
|
|
|
|
| - Current Tax |
0.00 |
0.00 |
0.00 |
0.00 |
| - Short / (Excess) |
0.00 |
0.00 |
0.71 |
0.00 |
| provision of |
|
|
|
|
| previous year |
|
|
|
|
| - Deferred Tax |
0.02 |
0.00 |
1.12 |
2.08 |
| (Credit)/charge |
|
|
|
|
| Profit After |
(208.72) |
169.85 |
(412.34) |
130.29 |
| Tax /Total |
|
|
|
|
| Comprehensive |
|
|
|
|
| Income/ Loss |
|
|
|
|
| Earnings per equity |
|
|
|
|
| share (Amt. per |
|
|
|
|
| share) |
|
|
|
|
| - Basic |
(2.05) |
1.67 |
(4.05) |
1.28 |
| - Diluted |
(2.05) |
1.67 |
(4.05) |
1.28 |
Review of Operations
Standalone:
During the year under review, the Standalone total Income was Rs.
687.66 lacs against Rs.352.32 lacs for the corresponding previous year.
Total Comprehensive income for the period was Rs. 169.85 lacs as
against the loss of Rs. 208.72 lacs in the corresponding previous year
Consolidated:
During the year under review, the consolidated total Income was Rs.
855.63 Lakhs as against Rs. 491.62 Lakhs for the corresponding previous year.
Total Comprehensive consolidated income for the period was Rs.
130.29 Lakhs /- as against the loss of Rs. 412.34 Lakhs in the corresponding
previous year
Transfer to Reserves
This year Company does not have enough profit to transfer in reserve.
Change in the Nature of the Business:
There is no change in the nature of the business during the year under
review
Dividend
Company in the process of expansion of its business, your Directors
have not recommended any dividend for the year under review.
State of Companys Affairs
Your Company has performed well and your Directors are relentlessly
striving for the betterment of the business and simultaneously your Directors are
optimistic about the future and expect the business to perform much better in the
forthcoming years
Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of the
Listing Regulations is annexed to the report as Annexure I and is incorporated
herein by reference and forms an integral part of this report.
Share Capital
As on 31st March, 2023, the Authorised share capital of the
Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000
(Two Crore Fifty Lakhs) Equity Shares of Rs 10/-(Rupees Ten only) each; and Issued,
Subscribed and Paid up share capital of the Company is Rs. 10,18,90,980/- (Rupees Ten
Crore Eighteen Lacs NinetyThousand Nine Hundred Eighty only) divided into 1,01,89,098 (One
Crore One Lakh Eighty Nine Thousand Ninety Eight) Equity Shares of Rs. 10.00/- (Rupees Ten
only) each. The Company has only one class of equity shares having at par value of Rs.
10/- per share. Each holder of equity shares entitled to one vote per share.
Directors and Key Managerial Personnel
Inductions / Appointment or Re-appointment of Director:
1. In accordance with section 152(6) of the Companies Act, 2013
and in terms of Articles of Association of the
Company Mr. Sudhakar Pandurang Sonawane(DIN: 01689700), Joint Managing
Director of the Company, retires by rotation and being eligible; offers himself for
re-appointment at the forthcoming 24th Annual General Meeting. The Board
recommends the said reappointment for shareholders approval.
2. Based on the recommendation of the Nomination and Remuneration
Committee and approval of the same by the Board at its meeting held on 12th December,
2022, Mr. Roychand Chenraj [DIN: 01356394] being appointed as the additional director of
the Company and consequently he was re-appointed as a Chairman cum Non- Executive Director
at the Extra- Ordinary General Meeting of the company held on February 14th , 2023, liable
to retire by rotation.
3. Based on the recommendation of the Nomination and Remuneration
Committee and approval of the same by the Board, Mr. Mehroof Ifthikar Manalody (DIN:
02713624) appointed as an additional director of the company with effect from December 12,
2022 and consequently he was re-designated as a Managing Director at the Extra- Ordinary
General Meeting of the Company held on February 14th, 2023, for a period of 5 years [i.e.
February 14, 2023 to February 13, 2028], liable to retire by rotation.
4. Based on the recommendation of the Nomination and Remuneration
Committee and approval of the same by the Board, Mr. Vinod Padmanabhan Vidyadharan (DIN:
06828861) appointed as an additional director in the category of "Executive"
with effect from December 12, 2022 and consequently he was re-appointed at the Extra-
Ordinary General Meeting of the Company held on February 14th, 2023, liable to retire by
rotation. Further, he was resigned w.e.f. April 18, 2023
5. Based on the recommendation of the Nomination and Remuneration
Committee and approval of the same by the Board at its meeting held on 28th December,
2022, Mrs. Sonia Rakesh Bhatia [DIN: 07306337] being appointed as the Independent Director
of the company who is not liable to retire by rotation. Further, she was re-appointed at
the Extra- Ordinary General Meeting of the Company held on February 14th, 2023 for a term
of 5 (five) consecutive years commencing from December 28, 2022 to December 27, 2027.
6. During the year under review Mr. Pandurang Narayan Patekar and Mr.
Tanul Raju Sonawane has resigned from the Directorship w.e.f. December 12th, 2022.
All the directors of the Company have confirmed that they satisfy the
fit and proper criteria as prescribed under the applicable regulations and that they are
not disqualified from being appointed as directors in terms of Section 164(2) of the
Companies Act, 2013.
Further, Pursuant to Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company are:
| Sr. No. Name of KMP |
Designation |
| 1. Mr. Mehroof Ifthikar Manalody |
Managing Director |
| 2. Mr. Sudhakar Pandurang Sonawane |
Joint Managing Director |
| 3. Mr. Vinod Namdeo Narsale |
Chief Financial Officer |
| 4. Ms. PriyankaDharmeshPandey |
Company Secretary and Compliance Officer |
Declaration by Independent Directors
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing
Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules there under) of all
Independent Directors on the Board. Further, in terms of Section 150
read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have included their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.
Board Meetings
A calendar of meetings is prepared and circulated in advance to the
Directors During the year, 08 (Eight) Board Meetings were convened and held, the details
of which are given in the Corporate Governance Report. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015.
Further, Committees of the Board usually meet on the same day of formal
Board Meeting, or whenever the need arises for transacting business. The recommendations
of the Committees are placed before the Board for necessary approval and noting.
Discussions with Independent Directors
The Boards policy is to regularly have separate meetings with
Independent Directors, to update them on all business related issues, new initiatives and
changes in the industry specific market scenario. At such meetings, the Executive
Directors and other Members of the Management make presentations on relevant issues.
The policy for Familiarisation Programme for Independent Directors is
available on our website www.keerti.org.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Agreement/ SEBI (LODR) Regulations, 2015, 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 Committees. The Directors expressed satisfaction with the evaluation
process.
Composition of Audit Committee
Your Company has formed an Audit Committee as per the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All members of the Audit Committee possess strong
knowledge of accounting and financial management.
The primary objective of the Audit Committee is to monitor and provide
an effective supervision of the Managements financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting. The Committee oversees the work carried out in the
financial reporting process by the Management, the statutory auditor and notes the
processes and safeguards employed by each of them.
The Committee met 5 (Five) times during the year, the details of which
are given in the Corporate Governance Report along with composition of the Committee and
their attendance.
Composition of Nomination & Remuneration Committee
Your Company has formed a Nomination & Remuneration Committee to
lay down norms for determination of remuneration of the executive as well as non-executive
directors and executives at all levels of the Company. The Nomination & Remuneration
committee has been assigned to approve and settle the remuneration package with optimum
blending of monetary and non-monetary outlay.
The Committee met 4 (Four) times during the year, the details of which
are given in the Corporate Governance Report along with composition of the Committee and
their attendance.
Nomination and Remuneration Policy
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors. This policy also lays down criteria for
selection and appointment of Board Members. The Board of Directors is authorized to decide
Remuneration to Executive Directors. The Remuneration structure comprises of Salary and
Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the
Members. The Nomination & Remuneration committee has been assigned to approve and
settle the remuneration package with optimum blending of monetary and non-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the
Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms
for appointment and payment of remuneration to Directors and Key Managerial Personnel.
During the year, there have been no changes to the Policy. The same is
annexed to this report as Annexure II and is available on our website
www.keerti.org.
Details of remuneration paid to Directors and Key Managerial Personnel
are given in the Corporate Governance Report along with shareholding in a Company.
Composition of Stakeholders Relationship Committee
Your Board has constituted a Stakeholders Relationship Committee to
specifically look into the mechanism of redressal of grievances of shareholders etc. The
Committee reviews Shareholders / Investors 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.
The Committee met 02(Two) times during the year, the details of which
are given in the Corporate Governance Report along with composition of the Committee and
their attendance.
Directors Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013,
the Board of Directors of the Company hereby 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;
(b) 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 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 have 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 have prepared the annual accounts on a going concern
basis; and
(e) the directors have 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 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 Employees and Related Disclosures
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
in respect of employees of the Company, is enclosed as Annexure III and forms part
of this Report.
Further, no employee of the Company is earning more than the limits as
prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the
Company.
Further, the names of top ten employees in terms of remuneration drawn
are disclosed in Annexure IV and forms part of this Report.
Annual Return:
Pursuant to Notification dated 28th August, 2020 issued by the Ministry
of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the
details forming part of the extract of Annual Return in Form
MGT-9 is not required to be annexed herewith to this report. However,
the Annual Return will be made available at the website of the Company at: www.keerti.org.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company has two wholly owned subsidiary Company, namely, Keerti
Institute India Private Limited (KIIPL) and G-Tec Jain Keerti Career Education Private
Limited (Formerly Known as Keerti Tutorials India Private Limited)
The Statement AOC-1 pursuant to the provisions of Section 129 (3) of
the Companies Act, 2013read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding
Subsidiary Company is enclosed as Annexure V and forms part of this Report.
Statutory Auditors and Auditors Report
The Members of the Company on 27th September 2022, appointed
M/s. N K Mittal & Associates, Chartered Accountants (Firm Registration No. 113281W) as
the statutory auditors of the Company, to hold office till the conclusion of the 28th
Annual General Meeting to be held in financial year 2026-27.
Further, Auditors Report as issued by M/s. N K Mittal &
Associates., Chartered Accountants, Auditors of the Company is self-explanatory and need
not call for any explanation by your Board.
Secretarial Audit
In terms of Section 204 of the Act and Rules made there under, M/s.
Deep Shukla & Associates, Practicing Company Secretaries, have been appointed
Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure
VI to this report.
Annual Secretarial Compliance Report
M/s. Deep Shukla & Associates, Practicing Company Secretaries, have
been appointed to give Annual Secretarial Compliance Certificate. The Annual Compliance
Certificate is enclosed as Annexure VII to this report.
Internal Audit & Controls
The Company has in place adequate internal financial controls with
reference to the financial statement. The Audit Committee of the Board periodically
reviews the internal control systems with the management, Internal Auditors and Statutory
Auditors. Significant internal audit findings are discussed and follow-ups are taken
thereon.
Further, Ms. Geeta Basant Tilwani appointed as an Internal Auditor of
the Company for the further period of 5 years with effect from the Financial Year 2023-24
upto the Financial Year 2027-28.
Employees Stock Option Plan
The Company has not provided stock options to any employee.
Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at www.keerti.org. The employees of the Company are made aware of the said
policy at the time of joining the Company.
Risk Management Policy
The Company has laid down the procedure to inform the Board about the
risk assessment and minimization procedures. These procedures are reviewed by the Board
annually to ensure that there is timely identification and assessment of risks, measures
to mitigate them, and mechanisms for their proper and timely monitoring and reporting.
Corporate Governance Report
We ensure that, we evolve and follow the corporate governance
guidelines and best practices sincerely, not only to boost long-term shareholder value,
but also to respect minority rights. We consider it as our inherent responsibility to
disclose timely and accurate information regarding our operations and performance, as well
as the leadership and governance of the Company.
Pursuant to the Listing Regulations, the Corporate Governance Report
along with the Certificate from a Practicing Chartered Accountants, regarding compliance
of conditions of Corporate Governance, is annexed as Annexure VIII and forms part
of this Report.
Deposits
The Company has neither accepted nor renewed any fixed deposits during
the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed
deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be
deposited to the Investor Education and Protection Fund as on March 31, 2023.
Particulars of Loans, Guarantees or Investments Under Section 186
Particulars of Loans, Guarantees given and Investments made during the
year covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.
Related Party Transactions
All Related Party transactions that were entered into during the
financial year under reference were on the arms length basis and were in ordinary
course of business and in compliance with the applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions between the Company and the
Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other
designated persons, which may have a potential conflict with the interest of the Company
at large. Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) along with the justification for entering into such contract
or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable to the Company.
All Related Party Transactions were placed before the Audit Committee
and have been approved by the Board. Omnibus approval of Audit Committee is obtained for
the transactions that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions,
which is also available on Companys websitewww.keerti.org.
The details of the related party transactions as per Accounting
Standard 18 are set out in the Significant Accounting policies part of this report.
Conservation of Energy, Research and Development, Technology Absorption
and Foreign Exchange
A. Conservation of Energy:
We continue to strengthen our energy conservation efforts. We are
always in lookout for energy efficient measures for operation and value conservation of
energy through usage of latest technologies for quality of services. Although the
equipments used by the Company being in the business of trading and marketing of
agricultural inputs are not energy sensitive by their very nature, still the Company is
making best possible efforts for conservation of energy, which assures that the computers
and all other equipments purchased by the Company strictly adhere to environmental
standards, and they make optimum utilization of energy.
The Company has also put in place the continuous process of identifying
and replacing in a phased manner, the machinery used like Computers, Air Conditioners and
UPS etc., which are low in efficiency.
B. Research and Development (R&D)
The Company believes that in order to improve the quality and standards
of services, the Company should have a progressive Research and Development Process, which
should keep on increasing along with the scale of operations of the Company.
C. Technology absorption, adaptation and innovation
In this era of competition, in order to maintain and increase the
clients and customers, we need to provide best quality services to our clients and
customers at minimum cost, which is not possible without innovation, and adapting to the
latest technology available in the market for providing the services. The management of
your Company is focused on the ongoing process of technology up gradation, and reinvention
of business model of your Company, as and when required.
D. Foreign Exchange Earning and Outflow
During the year under review, there was no earning or outgoing in
foreign exchange.
Cost Audit
As per the Cost Audit Orders and in terms of the provisions of Section
148 and all other applicable provisions of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
Corporate Social Responsibilities (CSR)
Pursuant to 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 (CSR) Committee of the Board. Your Company
does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not
been constituted.
Obligation of Company Under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company
is required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said policy. During the
year Company has not received any complaint of harassment.
Secretarial Standards
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
Significant and Material Orders passed by the Regulators or Courts or
Tribunals
There are no significant and material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the Company and its
future operations.
Material Changes and Commitments Affecting the Financial Position of
the Company:
There have been no material changes and commitments, 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.
Acknowledgement
The Directors would like to thank all shareholders, customers, bankers,
suppliers and everybody else with whose help, cooperation and hard work the Company is
able to achieve the results. The Directors would also like to place on record their
appreciation of the dedicated efforts put in by the employees of the Company.
| Company. |
|
|
|
For and on behalf of the Board of
Directors |
|
|
Keerti Knowledge and Skills Limited |
|
|
Mehroof Ifthikar Manalody |
Sudhakar Pandurang Sonawane |
| Place: Mumbai |
Managing Director |
Joint Managing Director |
| Date:08/06/ 2023 |
DIN: 02713624 |
DIN:01689700 |
| Regd. Office: |
|
|
| Unit No. 12/A, Ninth Floor, A-Wing |
|
|
| Pinnacle Corporate Park, Bandra Kurla Complex, |
|
|
| Bandra East Mumbai MH 400051, |
|
|
| Maharashtra, India |
|
|
+91-9892691696
