Key Corp Ltd Directors Report

Your Directors present the 37^th Annual Report and Audited Accounts of the Company for the year ended 31st March. 2023.

(Rs.in lakhs)

1. FINANCIAL RESULTS	31.03.2023	31.03.2022
Income from Operations	27.83	23.78
Income from Investment in Mutual Funds	1590.18	1764.43
Other Income	0.00	0.00
Less :Operating Expenditure	77.13	62.62
Profit Before Depreciation	1540.88	1725.59
Less : Depreciation	4.72	4.70
Net Profit for the Year before tax	1536.16	1720.89
Less: Provisions for Income Tax	0.85	2.48
Add : Provision for Deferred Tax	1.04	0.15
Profit after tax	1536.35	1718.56
Balance of Profit brought forward	2758.73	1042.65
Amount Available for appropriation after adjustments	4295 08	2761.21
APPROPRIATIONS TO:-
General Reserve	0.00	00.00
Statutory Reserve Fund	0.33	2.48
Balance Carried over	4294.75	2758.73

2. DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2022-23.

3. PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. Your Company is investing the Surplus Funds in mutual fund schemes to augment income.

4. DIRECTORS

a) In accordance with the provision of section 152 of the Companies Act, 2013 and the Companies Articles of Association. Dr. Mukul Agarwal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

b) Further the Board appraised the performance of the independent directors and found their contribution to the proceedings of the Board beneficial for the Company. They have attended almost all the Board meetings and Committee meetings held from time to time. Further, the independent directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

5. AUDITORS AND AUDITORS REPORT

The Present Auditors M/s. V.P. Aditya & Company, Chartered Accountant (Registration No. 000542C) will retire from their office at the ensuing General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment, You are requested to consider their appointment The qualifications in the Auditors Report is self explanatory and has been described in the Notes on Account.

6. DISQUALIFICATION OF DIRECTOR

The Practicing Company Secretary has given a certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a directors of Companies by toe Board/MCA or any such statutory Authority.

7. PARTICULARS OF EM PLOYEES

There are no employees getting salary in excess of the limit as specified under the provision of section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption There is no foreign exchange earning and outgo during the year.

9. LISTING WITH STOCK EXCHANGE

The Companies shares are listed with Bombay Stock Exchange Ltd., Mumbai.

The Companys shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

10. FINE LEVIED BY BOMBAY STOCK EXCHNAGE LTD

The Stock Exchange levied fine a totalling of of Rs.9 72,320/- under Regulation 23(9) Regulation 33, and Regulation 19(1)19(2),. The Company has deposited the same on 05 07.2022.

11. INCOM E TAX PROCEEDINGS

Companys assessments are completed upto the assessment year 2022-23

12. AUDIT COMMITTEE

During the year the Committee held four meetings.

13. NOMINATION & REMUNERATION COMMITTEE

During the year the committee held one meeting..

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held four meetings.

15. CORPORATE SOCIAL RESPONSIBILITY

Although the net profit at the dose of the financial year is arrived at Rs 15,36,34,330.25 but it includes notional gain of Rs15,34,48,810/- on account of market valuation of investment which is not to be considered for the purposes of CSR as per section 198 of the Companies Act, 2013. This Company is not covered under CSR obligation as the profit is below Rs 5.03 crore.

17. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance is enclosed as integral part of the Annual Report together with the Auditors Certificate in compliance.

18. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment & Remuneration and Managerial Personnel) Rules, 2014 the Company appointed Mrs. Vibha Mehrotra & Co. Practicing Company Secretary of Kanpur (CP Membership No. 3103) as Secretariat Auditors of the Company for the financial year 2022- 23. The Secretarial Audit Report for the financial year ended March 31 st, 2023 is annexed to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

20. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT- 9 is annexed hereto as Annexure A" and form integral part of this report.

21. RELATED PARTY TRANSACTIONS

Subject to Note No. 23 of the Annual Accounts there was no significant transaction of material nature with the related parties viz Promoters, D rectors, Management or relatives during the year and the provisions of Section 138 of the Companys Act. 2013 are net attracted.

22. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work in relation to remuneration of Directors. Key Managerial Personnel of the Company. The details of this Policy is explained in the Corporate Governance Report.

23. RISK MANAGEMENT POLICY

The Company has endeavoured to develop and implement a risk management policy, incorporating and identifying economic, financial and environmental risks

24. EVALUATION OF BOARD AND ITS COMMITTEES

The evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. Further, the Board also carried out assessment of its own performance and that of its committees based upon criteria such as performance against set objectives, contribution to the development of long term strategy and risk management, level of communication amongst the Board/Committee members and of the Board/Committee members with Key Managerial Personnels.

25. MEETING OF THE BOARD OF DIRECTORS

The details of the member of meetings of the Board held during the financial year 2022-23 forms part of the Corporate Governance Report,

26. CODE OF CONDUCT

The Board of Directors has already adopted a Code of Ethics & Business Conduct for the Directors and Senior Managerial Personnel

27. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed and that there were no material departures;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31st March, 2023 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Acl, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis;

V. that the internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively;

VI. proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

28. ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

Place : Kanpur	For and on behalf of the Board
Dated : 16.05.2023	(K.B. AGARWAL)
	Chairman
	DIN 00339934