Dear Members,
Your Directors have pleasure in presenting the Thirty Sixth Annual
Report on the affairs of the Company together with the Statement of Accounts for the
financial year ‘FY 2022-23. The summarized financial highlights for the
financial year vis-a-vis the previous year are as follows :
1. FINANCIAL HIGHLIGHTS
(Rs. in lakhs)
| Particulars |
2022-23 |
2021-22 |
| REVENUE FROM OPERATIONS |
74,927.09 |
51,385.38 |
| Profit before Finance Cost, depreciation and taxes |
5,574.87 |
8,840.06 |
| Less : Finance Cost |
1,119.33 |
1,896.33 |
| Depreciation and amortization |
1,423.80 |
1,181.41 |
| Profit Before Taxation |
3,031.74 |
5,762.32 |
| Provision for Taxation |
1,177.10 |
1,897.52 |
| Profit After Tax for the year |
1,854.64 |
3,864.80 |
| Other Comprehensive Income (net of tax) |
(7.88) |
3.01 |
| Total Comprehensive Income for the year |
1,846.76 |
3,867.81 |
2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF
COMPANYS AFFAIRS
During the year under review your Company reported a hot metal
production of 1,61,857 MT as compared to 1,16,621 MT in the last fiscal. The capital
repairs of the MBF carried out in last fiscal aided this boost in production. Domestic
sales increased by 44% in volume, and the total revenue stood at Rs. 74,927 Lakhs in FY
2023 as against Rs.51,385 Lakhs in the previous year thereby registering growth of 46 %
y-o-y. The increase in revenue was primarily due to higher production and was partly
offset by lower sales realisations on account of the decline in steel prices attributed to
lower international steel prices, slowdown of demand in steel producing major-China,
persistently high inflation which resulted in increasing interest rates globally and
imposition of export duty on steel from May 22 to November 22.
The Companys bottom line took a hit despite a 1.46X y-o-y jump in
its operating revenue as the jump in its expenses outweighed the rise in revenue. Led by a
surge in its operational expenses and raw material cost, , K I C s PAT stood at
1854.64 lakhs in FY 22-23 as compared to 3864.80 lakhs in the previous fiscal year, a
decline of almost 52% y-o-y. Still the results for FY 2022-23 are testament to K I
Cs resilience and to the strength and quality of its product, as it managed to
delivered profits despite navigating through a challenging year for the world and Indian
economy. During the year under review, the Company continued to focus on strengthening the
back end infrastructure of its Plant and on improving the quality and output of hot metal.
Looking ahead your management is optimistic about Indias economic
activity, despite concerns over oil prices and the impact of decisions relating to
Russians war in Ukraine. Your Company is poised for as an optimistic year ahead,
with a cyclical recovery in consumption, an increase in government spending, and better
inflationary projections from Q2 2023-24. Please refer to the Management Discussion and
Analysis section which forms a part of this Annual Report for details of the performance
and operations review.
3. DIVIDEND
Keeping in view the working capital requirements of the Company,
your Directors have ploughed back the profits and express their inability to declare any
dividend for Equity shares of the Company for the fiscal 2023.
4. TRANSFER TO RESERVE
During the year under review, the Board has decided to retain the
entire amount of profit for fiscal 2023 in the statement of profit and loss and no amount
is proposed to be transferred to the general reserves.
5. SHARE CAPITAL
There was no issue of fresh Equity Shares during the year. No Bonus
Shares were issued. The Company has not issued any Sweat Equity Shares and not provided
any Employee Stock Option Scheme. The Company has not Bought Back any of its securities
during the year under review.
6. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
7.1. Retirement by Rotation
Pursuant to the provisions of the Companies Act, 2013, Mr. Radhey Shyam
Jalan (DIN : 00578800) Chairman and Managing Director of the Company, retires by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The information as required to be disclosed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, "Listing
Regulations" in case of re-appointment of Directors is provided in the Notice of the
ensuing Annual General Meeting.
7.2. Appointment
During the financial year 2022-23 there has been no change in the Board
of Directors of your Company.
7.3. Declaration of Independent Directors
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
"Act" and Regulation 25 of Listing Regulations.
7.4. Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel
‘KMP of the Company :
• Mr. Radhey Shyam Jalan, (DIN : 00578800) Chairman and Managing
Director ;
• Mr. Mukesh Bengani, (DIN : 08892916) Director (Finance) and
Chief Financial Officer ;
• Mrs. Ruchika Fogla, Company Secretary and Compliance Officer.
7.5. Meetings of the Board
As required under Section 134 of the Act the Board of Directors met 4
(four) times during the FY 2022-23, the details of which are given in the Corporate
Governance Report that forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Act and Listing Regulations.
7.6. Board Evaluation
Pursuant to the provisions of the Act and the Listing Regulations the
Board of Directors has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
Committees. A structured questionnaire was prepared after taking into consideration the
inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgement, safeguarding the
interest of the Company and its minority shareholders, etc. The performance evaluation of
the Independent Directors was carried out by the entire Board of Directors. The
performance evaluation of the Chairman and the Non Independent Directors was carried out
by the Independent Directors who also reviewed the performance of the Secretarial
Department. The Directors expressed their satisfaction with the evaluation process.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure
–A and forms part of this Report.
9. CORPORATE GOVERNANCE
Your Company believes in transparent and ethical corporate governance
practices. The Companys approach to Corporate Governance cascades across its
business operations and its stakeholders at large to create long term sustainable value.
Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on Corporate Governance and a Certificate regarding compliance of conditions of
Corporate Governance from a Practicing Company Secretary form part of this report as
‘Annexure – B. The declaration by the Managing Director stating
that all the Board members and Senior Management Personnel have affirmed their compliance
with the Companys Code of Conduct for the year ended March 31, 2023 is given in the
Corporate Governance Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, in compliance with
Regulation 34(3) read with Schedule V of Listing Regulations, is annexed herewith as
‘Annexure - C and forms an integral part of this report.
11. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Act,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is
hosted on the website of the Company i.e. www.kicmetaliks.com.
12. AUDITORS AND AUDITORS REPORT 12.1. Statutory Auditors
M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Registration
No. 320312E) were appointed as Statutory Auditors of your Company for a term of one year
from the conclusion of the 35th Annual General Meeting until the conclusion of
the 36th Annual General Meeting to be held in the year 2023.
The Statutory Auditors Report for the FY 2022-23 does not contain
any qualifications, reservations, adverse remarks or disclaimer and no frauds were
reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.
As per Section 139(2) of the Act, no listed Company can appoint or
re-appoint an audit firm as auditor for more than two terms of five consecutive years. In
view of the same, your Company will be appointing the new Statutory Auditors of the
Company before the forthcoming AGM and the same will be notified to the Shareholders
in the Notice of 36th AGM.
12.2. Cost Auditors
The Board of Directors had appointed M/s. Patangi & Co. (Firm
Registration No. 101919, Membership No. 30818) as Cost Auditors of the Company. Their
remuneration is subject to ratification by shareholders at the ensuing Annual General
Meeting. Cost Audit Report for the FY 2021-22 was filed within due date.
12.3. Secretarial Auditors
Pursuant to Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. B G Lahoti & Associates, Practicing Company Secretaries (Membership No.
37056) as Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR-3
is annexed herewith as ‘Annexure – D and forms part of this Report.
The Report does not contain any qualification, reservation or adverse remark.
13. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Act.
14. COMPLIANCE CERTIFICATE
The Board has received the Compliance Certificate as required to be
given by the Chief Executive Officer and the Chief Financial Officer under Regulation
17(8) of Listing Regulations is annexed herewith as ‘Annexure– E
and forms an integral part of this Report.
15. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of Listing Regulations,
the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the
same has been hosted on the website of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/VIGIL-MECHANISM.pdf.
16. NOMINATION AND REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior
Management Personnel. The policy is approved by the Nomination and Remuneration Committee
and the Board of Directors had approved the policy and the same has been hosted on the
website of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/
NOMINATION-AND-REMUNERATION-POLICY.pdf.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for Prohibition and Redressal of
Sexual Harassment at work place which is in line with the requirements of the Sexual
Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
and Rules made thereunder. All employees (permanent, contractual, temporary and trainees)
are covered under this policy. The Company has constituted an Internal Complaint Committee
for its Registered Office and Corporate Office under Section 4 of the captioned Act. No
complaint has been filed before the said committee till date. The Company has filed an
Annual Report with the concerned Authority.
18. AUDIT COMMITTEE
>Your Company has an Audit Committee in terms of Section 177 of the
Act and Regulation 18 of the Listing Regulations. Further details of Audit Committee are
given in the Corporate Governance Report annexed as a part of the Directors Report.
19. FINANCE
19.1. Public Deposits
During the year under the review your Company has not accepted any
deposits nor does the Company have any outstanding deposits under Section 73 of the Act
read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance
Sheet.
19.2. Particulars of loans, guarantees or investments under Section 186
of the Act
During the year under the review your Company has not given any
loan or guarantee covered under Section 186 of the Act.
19.3. Contracts and arrangements with related parties
There were no materially significant related party transactions entered
by the Company which may have a potential conflict with the interest of Company. All
related party transaction(s) are first placed before Audit Committee for approval and
thereafter such transactions are also placed before the Board for seeking their approval.
The details of Related Party Transactions, as required pursuant to respective Indian
Accounting Standards, have been stated in Note No. 36 to the Audited Financial
Statement of Company forming part of this Annual Report.
The Policy on Materiality of Related Party Transactions and dealing
with related party transactions, as approved by the Board of Directors may be accessed on
the Companys website at the web link http://kicmetaliks.com/
wp-content/uploads/2016/01/RELATED-PARTY-TRANSACTION-POLICY.pdf 19.4. Internal Financial
Control
The Company has in place adequate internal financial control with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operations of the same were observed.
20. RISK MANAGEMENT
Risk management is an integral part of the strategic management of your
Company. The process involves periodic identification of risk likely to affect the
business from operating smoothly and adoption of appropriate measures to address the
concerns. In this regard, your Company has identified inherent risks in its operations and
record residual risk after taking specific risk mitigation steps. The Policy on Risk
Management, as approved by the Board of Directors may be accessed on the Companys
website at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/RISK-MANAGEMENT-POLICY.pdf.
Further details regarding the same are given in the Management and
Discussion Analysis Report.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted CSR Committee in compliance with the
provisions of section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The CSR Policy of the Company has been prepared
pursuant to Section 135 of the Act and the CSR Rules. The CSR policy serves as the
referral document for all CSR related activities at the Company. CSR Policy relates to the
activities to be undertaken by the Company as specified in schedule VII and other
amendments/circulars thereon to the Act.
Salient features of the CSR Policy and details of activities as
required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided
in ‘Annexure – F forming part of this Report. The Companys
CSR Policy may be accessed at the link: http://kicmetaliks.com/wp-content/uploads/2019/04/CSR-Policy-1.pdf.
22. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to inform the shareholders that the Audited
Accounts containing the financial statements for the year 2022-23 are in conformity with
the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all
other applicable provisions of the Companies Act, 2013 and they believe that, the
financial statements reflect fairly the form and substance of transactions carried out
during the year and reasonably present the Companys financial condition and results
of operations.
Based on the same, your Directors further confirm, according to the
best of their knowledge and belief that :
a) in the preparation of the Annual Accounts for the FY ended March 31,
2023, the applicable Accounting Standards have been followed and there are no material
departures from the same ;
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 FY
2022-23 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 the
Companies Act, 2013 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 ;
e) 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 ;
f ) 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.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee during the FY ended March 31, 2023, who was
drawing remuneration in excess of limits set out under Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no
disclosure is required for the same.
A. Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here below
: i) The ratio of remuneration of each Director/KMP to the median remuneration of the
employees of the Company for the FY 2022-23 :
| Sl. No. Name of Directors/KMP and Designation |
Remuneration for FY 2022-23 (Rs. in
lakhs) |
% increase in remuneration in the FY
2022-23 |
Ratio of remuneration of each Director/
KMP to median remuneration Of employees |
| Mr. Radhey Shyam Jalan |
105.8 |
10.21% |
63.38 x |
| 1. DIN: 00578800 |
|
|
|
| (Chairman and Managing Director) |
|
|
|
| Mr. Mukesh Bengani |
15.61 |
15.46 % |
9.35x |
| 2.. DIN : 08892916 |
|
|
|
| [Director(Finance) and Chief Financial Officer] |
|
|
|
| Mr. Kanhaiyalal Didwania |
|
|
|
| 3. DIN : 07746160 |
- |
- |
- |
| (Non - Executive, Non Independent Director) |
|
|
|
| Mr. Laxmi Naryan Sharma |
|
|
|
| 4. DIN : 00356855 |
- |
- |
- |
| (Non - Executive, Independent Director) |
|
|
|
| 5. Mrs. Manjula Poddar |
|
|
|
| DIN : 08158445 |
- |
- |
- |
| (Non - Executive, Independent Director) |
|
|
|
| 6. Mr. Ishita Bose |
|
|
|
| DIN : 00058501 |
- |
- |
- |
| (Non - Executive, Independent Director) |
|
|
|
| 7. Mrs. Ruchika Fogla |
3.23 |
9.85% |
1.94 x |
| Membership No. : A23339 |
|
|
|
| (Company Secretary) |
|
|
|
ii) The median remuneration of employees of the Company during
the FY 2022-23 was Rs. 1.66 lakhs.
iii) In the financial year 2022-23, there was a increase of 0.38 %
in the median remuneration of employees.
iv) There were 339 permanent employees on the rolls of Company
as on March 31, 2023.
v) Average percentage increase made in the salaries of employees
other than the Managerial Personnel in the FY under review i.e. 2022-23 was 15.27% whereas
the increase in the managerial remuneration for the same period was 10.83%.
vi) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, KMP and other Employees.
B. Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as ‘Annexure
– H to this Report.
24. MATERIAL ORDERS
There have been no significant and material orders passed by the court
or regulators or tribunals impacting the going concern status and Companys
operations. Your attention is drawn to the Contingent Liabilities and commitments shown in
the Notes to Financial Statements forming part of this Annual Report.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments have occurred after the close of
the FY till the date of this Report, which affect the financial position of the Company.
26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the year under the review no applications were made by the
Company and neither any proceedings were pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
27. OTHER DISCLOSURES
The Company has proper and adequate systems and processes in place to
ensure compliance with all applicable Secretarial Standards issued by The Institute of
Company Secretaries of India.
No disclosure or reporting is made in respect of the following items as
there were no transactions or change during the year under review : Details relating to
deposits covered under Chapter V of the Act ; Issue of Equity Shares with differential
rights as to dividend, voting or otherwise ; Issue of Shares to the employees of the
Company under any scheme (Sweat Equity or Stock Options) The Company does not have any
scheme or provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees ; There was no revision in the financial statements
other than as required to be done as per Ind AS.
28. ACKNOWLEGEMENT
The Board wishes to place on record their sincere appreciation for the
continued support which the Company has received from its customers, suppliers, debenture
holders, shareholders, promoters, bankers and above all, its employees.
ANNEXURES TO THIS REPORT
A brief summary of the annexures accompanying this Report are given as
below :
| Annexure |
Particulars |
| A |
Conservation of Energy, Technology Absorption And Foreign
Exchange Earnings and Outgo. |
| B |
Corporate Governance Report. |
| C |
Management and Discussion and Analysis Report. |
| D |
Secretarial Audit Report in Form MR - 3. |
| E |
CEO/CFO Certification. |
| F |
CSR Report. |
| G |
Disclosures pertaining to remuneration and other details
as required under Section 12)197) of the Companies Act, 2013 read with Rule 3) & (2)5)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
For and on behalf of the Board of Directors
|
Radhey Shyam Jalan |
| Place : Kolkata |
DIN : 00578800 |
| Dated : May 26, 2023 |
Chairman and Managing Director |
+91-9892691696
