Your Directors have pleasure in presenting the 43rd Annual Report together with the Audited Accountsof the Company for the Financial Year ended March 31, 2025.
The Standalone Financial Highlights for the year ended 31st. March 2025:
Particulars
31 st March 2025
31 st. March 2024
Revenue from Operations
42.01
45.48
Other Income
1.46
11.31
T otal Revenue
43.47
56.79
Total Expenses
39.56
46.99
Profit before tax
3.91
9.81
Profit after tax
3.29
During the financial year ended 31st. March 2025, the Company has recorded total revenue of Rs. 43.47Lakhs as compared to the total revenue of Rs. 56.79 Lakhs in the previous year. The net profit incurredfor the FY 2024-25 is Rs. 3.29 Lakhs as compared to net profit incurred of Rs. 9.81 Lakhs in the previousyear.
During the year under review, to conserve the resources of the Company for future growth anddevelopment the Board of Directors do not recommend any dividend.
The Extract of Annual Return in form MGT-9 pursuant to the provisions of Section 92 read with rule 12of the Companies (Management and Administration) Rules, 2014 is annexed to Annual Report andplaced on the website of the Company and can be accessed at -www.kuberudyog.com-.
During the year under review, the Company has neither accepted/ invited any deposits from publicfalling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.
Amount of Rs 0.66 Lakhs was transferred to the Statutory Reserve Fund during the financial year endedMarch 31, 2025.
The Maintenance of Cost Records pursuant to Section 148(1) of the Companies Act, 2013 is not requiredby the Company and accordingly such accounts and records are not made and maintained by theCompany.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section125 of the Companies Act, 2013.
The Board has also taken a note of the current status of the application made by the Board long back forsurrendering the NBFC License as the Company is not accepting any Public Depos its nor it is planning toaccept the same in future and is looking to strategically diversify in to promising and profitable marketsegments.
The Company has also started catering to various clients by providing advisory IT services, consulting onbanking regulatory matters , non-fund-based banking services and bank relationship management andtrading in DEPB Licenses. This strategic move will not hamper the Revenue and Profit Growth of theCompany.
During the financial year 2024-25, there is no change in the share capital of the company.
The registered office of the Company was shifted from Ahmedabad, Gujarat to Mumbai, Maharashtra inthe year 2021-22. There is no change in the Registered office of the Company during the year underreview.
The Company is having website i.e. www.kuberudyog.com- and Annual Return of Company has beenpublished on such website.
The Company has in place well defined and adequate internal controls commensurate with the size ofthe Company and same were operating throughout the year. Pursuant to the provisions of Section 138 ofthe Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 10/05/2024 hadappointed Mrs. Meenakshi Jain, Chartered Accountants as Internal Auditor of the Company for thefinancial year 2024-25. The audit committee of the Board of Directors in consultation with the InternalAuditor formulates the scope, functioning, periodicity and methodology for conducting the internal
audit.
Pursuant to the requirement under Section 134 3 (c)of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:
a. That in the preparation of the annual accounts for the financial year ended 31st March 2025 theapplicable accounting standards had been followed along with proper explanation relating tomaterial departures.
b. That the Directors has selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit or loss of theCompany for the year review.
c. That the Directors had taken proper and enough care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities, and,
d. The Directors had prepared the accounts for the financial year ended 31st March 2025 on a goingconcern basis.
e. The Directors had laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Company does not have any subsidiaries, associates and Joint venture companies, pursuant to which
the provisions of Section 129 (3) of the Companies Act, 2013 is not applicable to the company.
Particulars of loans given, investments made, guarantees given and securities provided under Section
186 of the Companies Act, 2013 form part of the Notes to the Financial Statements.
During the year under review, there were no foreign exchanges Earnings or outgo.
The Company has in compliance with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, during the financial year.
During the year, the Company had not entered into any contract/arrangement/transactions with relatedparties which could be considered as material. All transactions entered into with Related Parties asdefined under the Companies Act, 2013 during the financial year were in the ordinary course of businessdo not attract the provisions of Section 188 of the Companies Act, 2013. There was no transaction duringthe year which requires to be reported in Form AOC -2.
Disclosure pertaining to the remuneration and other details as required under Section 197(12) of TheCompanies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is annexed and form part of the Directors report and annexed.
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are notapplicable as the Company is having Net worth less than rupees Five Hundred Crores, Turnover less thanrupees One Thousand Crores and Net Profit less than rupees Five Crores.
6 meetings of the Board of Directors of the Company were held during the year. The Directors activelyparticipated in the meetings and contributed valuable inputs on the matters brought before the Boardfrom time to time. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.
As on 31st March 2025, the Board of the Company consisted of 3 Directors, and 1 Chief Financial Officer.Accordingly, the composition of the Board is in conformity with Regulation 17 of the Listing Regulations.
During the financial year 2024-2025, the Board of Directors met six times on the following dates10.05.2024, 10.08.2024, 02.09.2024, 26.09.2024, 07.11.2025 and 07.02.2025.
The gap is not more than one hundred and twenty days between two consecutive meetings of the Board.
Sr. No.
Name of Director
DIN / PAN
Designation
1
Mr. Chetan Shinde
06996605
Managing Director
2
Mrs. Sejal Soni
07751759
Executive Director
3
Mrs. Richa Dani
08299159
Independent Director
4
Mr. Akshay Girish Poriya
10309151
5
AWAPS4621H
Chief Financial Officer
6
Ms. Leena Kumawat
BGIPK8492F
Company Secretary
During the year none of the Directors of the Company:
- Has held or holds office as a director, including any alternate directorship, in more than twentycompanies at the same time and maximum number of directorships in public companies does not exceedten as per the provision of Section 165 of Company Act, 2013.
- Has held or holds office of directorships, including any alternate directorships in more than eight listedentities as per the provision of 17A of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
- Has not serve as an independent director in more than seven listed entities and whole-time director hasnot serve as an independent director in not more than three listed entities.
- Is a Member of more than 10 (ten) Committees and Chairman / Chairperson of more than 5 (five)Committees across all the Indian public limited companies in which he / she is a Director.
Audit Committee of the Board of Directors is entrusted with the responsibility to supervise theCompany's internal controls and financial reporting process. The quorum, power, role and scope are inaccordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015.
The terms of reference of the committee inter alia include overseeing the Company's financial reportingprocess and disclosures of financial information. The responsibility of the committee inter alia is toreview with the management, the consolidated and standalone quarterly/annual financial statementsprior to recommending the same to the Board for its approval.
The committee reviews the reports of the internal and statutory auditors and ensures that adequatefollow-up action is taken by respective auditors. The management on observations andrecommendations made by the respective auditors.
The Audit Committee also assures the Board about the adequate internal control procedures andfinancial disclosures commensurate with the size of the Company and in conformity with requirementsof the new Listing Regulations. The Board has been reviewing the working of the Committee from time totime to bring about greater effectiveness in order to comply with the various requirements under the
Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.The committee recommends to the board, the appointment or re-appointment of the statutory auditorsand internal auditors of the Corporation and their remuneration. The committee and auditors discussthe nature and scope of audit and approves payment of fees for other services rendered by the statutoryauditors. The committee also annually reviews with the management the performance of statutory andinternal auditors of the Corporation to ensure that an objective, professional and cost-effectiverelationship is being maintained.
During the financial year 2024-25, the Audit Committee of the Company met six times on 10.05.2024,10.08.2024, 02.09.2024, 26.09.2024, 07.11.2025 and 07.02.2025.
The gap is not more than one hundred and twenty days between two Audit Committee meetings.
The Composition of the Audit Committee is given herein below:
Member's Name
Category
Chairman
Mr. Akshay Poriya
Member
Director
The details of the Attendance of members at Audit Committee Meeting are as under:
No. of Meetings attended
The terms of reference of Nomination and Remuneration Committee include the matters specified inRegulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and section 178 of the Companies Act, 2013.
The terms of reference of the committee inter alia include formulation of the criteria for determiningqualifications, positive attributes and independence of a director and recommend to the board a policy,relating to the remuneration of the directors, key managerial personnel, senior management and otheremployees of the Company. The committee formulates the criteria for evaluation of the Chairman,independent directors, non-executive directors, the Board as a whole and Board committee.
The committee's function includes identifying persons who are qualified to become directors of theCompany, recommending their appointment or re-appointment of the existing directors to the Board,ensuring that such persons meet the relevant criteria prescribed under applicable laws includingqualification, area of expertise and experience, track record and integrity and reviewing and approvingthe remuneration payable to the executive directors of the Company within the overall limits asapproved by the shareholders.
During the year under review, the committee met three times. The meeting was held on 10.05.2024,02.09.2024 and 26.09.2024.
The details of the Attendance of members at Nomination and Remuneration Committee Meeting are asunder:
Performance Evaluation criteria for Independent Directors:
Based on the recommendation of the Nomination and Remuneration Committee and as approved by theBoard, the performance of the individual Non-Independent Directors are evaluated annually on basis ofcriteria such as qualifications, experience, knowledge and competency, fulfillment of functions, ability tofunction as a team, initiative, availability and attendance, commitment (as a Director), contribution andintegrity.
Each individual Independent Director is reviewed, based on the additional criteria of independence andindependent views and judgment. Similarly, the performance of the Chairman is evaluated based on theadditional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality,commitment (as Chairperson) and ability to keep shareholders' interests in mind.
The following were the criteria for evaluating performance of the Independent Directors:
- Adequate qualifications & skills to understand Corporate Culture, Business & its complexities.
- Adequate preparation for Board, Committee & General Meetings and updating knowledge of area ofexpertise.
- Attendance & active participation in above meetings.
- Objective & constructive participation in informed & balanced decision-making.
- No abuse of position detrimental to Company's/ shareholder's interest and/or personal advantage,direct or indirect.
- Ability to monitor Management Performance and integrity of financial controls & systems.
- Active and timely execution of any tasks assigned by the Board.
- Communication in open and fair manner.
- Credibility, directions & guidance on Key issues in the best interest of Company.
- Criteria of Independence.
On the basis of feedback/ratings, the Committee evaluated the performance of the IndependentDirectors of the Company.
REMUNERATION POLICY:
The remuneration of directors is recommended by the Nomination and Remuneration Committee of theBoard in line with the Remuneration Policy of the Company and approved by Board and if required arealso approved by the Shareholders and/or the Central Government as the case may be.
The remuneration paid to the Executive Directors is recommended by the Nomination andRemuneration Committee and approved by the Board of Directors subject to shareholders' approval inthe subsequent General Meeting.
None of the Independent Directors have any pecuniary relationship with the Company other than thesitting fees received by them for attending the meeting of the Board and/or Committee thereof.
The Company has constituted a Stakeholders Relationship Committee it comprises of most independentdirectors. The mechanisms adopted by the terms of reference of the committee inter alia includereviewing Corporation to redress shareholder, depositor and debenture holder grievances, the status oflitigations filed by/against stakeholders of the Corporation and initiatives taken to reduce the quantumof unclaimed dividends. The committee oversees adherence to service standards and standard operatingprocedures pertaining to investor services. The committee reviews the status of compliances withapplicable corporate and securities laws.
During the year under review, the committee met two times on 10.05.2024 and 02.09.2024.
The Composition of the Stakeholders Relationship Committee is given herein below:
The details of the Attendance of members at Stakeholders Relationship Committee Meeting are as under:
A separate meeting of the independent directors (“Annual ID Meeting”) was convened which reviewedthe performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post theAnnual ID Meeting, the collective feedback of each of the Independent Directors was discussed by theChairperson with the Board covering performance of the Board as a whole, performance of the Non¬Independent Directors and performance of the Board Chairman.
All Independent Directors have given declarations that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status ofIndependence. As required under Section 149(7) of the Companies Act, 2013.
The shares of the Company are listed at the BSE Ltd. The Company has paid the annual listing fees for thefinancial year 2024-2025 to the said Stock Exchange.
During the year, the none of the Directors and Key Managerial Personnel have been appointed or haveresigned.
Pursuant to the provisions of the Companies Act, 2013 the Board, based on the recommendation of theNomination and Remuneration Committee has carried out an annual performance evaluation of Board ofDirectors, Statutory Committees and Individual Directors. The Nomination and RemunerationCommittee has defined the evaluation criteria for the Performance Evaluation of the Board, its StatutoryCommittees and individual Directors.
The observations of the Statutory Auditor, when read together with the relevant notes to the accountsand accounting policies are self-explanatory and do not calls for any further comment.
The Independent Directors hold office for a fixed term of five years and are not liable to retire byrotation. The Independent Directors have submitted their disclosure to the board that they fulfill all therequirements as to qualify for their appointment as an Independent Director under the provisions of theCompanies Act, 2013 as well as SEBI (LODR) Regulations, 2015.
The familiarization program aims to provide Independent Directors with the industry scenario, thesocio-economic environment in which the Company operates, the business model, the operational andfinancial performance of the Company, significant developments so as to enable them to take wellinformed decisions in a timely manner. The familiarization program also seeks to update the Directorson the roles, responsibilities, rights and duties under the Act and other statutes.
Your Company always places a major thrust on managing its affairs with diligence, transparency,responsibility and accountability thereby upholding the important dictum that an Organization'scorporate governance philosophy is directly linked to high performance. The Company understands andrespects its fiduciary role and responsibility towards its stakeholders and society at large and strives toserve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is notapplicable to the company.
The Business Responsibility Report for the financial year ended March 31, 2025 as stipulated underRegulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable.
Management Discussion and Analysis Report for the year under review, giving detailed analysis ofCompany's operations as stipulated under Regulation 34 of SEBI (LODR) Regulations, is presented in aseparate section forming part of the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of theCompany have appointed, M/s Janki & Associates, Practicing Company Secretaries, Mumbai to conductthe Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the year 2024-25issued by M/s Janki & Associates in the prescribed form MR-3 is attached to this Report. The remarksmentioned in the report are self-explanatory.
M/s Namita & Co. Chartered Accountants (Firm Registration No 151040W) were appointed as theStatutory Auditor of the Company at the 39th AGM held on 30th September 2021 to hold the office fora period of 5 (five) years till the conclusion of the 44.th AGM to be held in the year 2026, in terms of theapplicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit andAuditors) Rules 2014.
The Report given by the Auditors on the financial statements of the Company is part of the AnnualReport. There has been no qualification, reservation, adverse remark or disclaimer given by theAuditors in their Report.
Further, on 11.08.2024, M/s Namita & Co. Chartered Accountants (Firm Registration No 151040W)resigned as Statutory Auditor of the Company vide the Resignation Letter dated 12.08.2024.
On the recommendation of the Audit Committee and pursuant to the approval of shareholders, M/SBilimoria Mehta & Co. is appointed to fill the casual vacancy up to the conclusion of 42nd AGM causeddue to the resignation of M/s Namita & Co. Chartered Accountants. Pursuant to the approval ofshareholders, M/S Bilimoria Mehta & Co. has been appointed as Statutory Auditor of the Company fora term of 5 years from the conclusion of 42nd AGM held in 2024 to 47th AGM to be held in 2029.
The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to yourCompany.
During the year under review, there have been no instances of fraud reported by the Auditors to theAudit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.
The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policyfor selection and appointment of Directors, Key Managerial Personnel, Senior Management and theirremuneration.
Ý The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification,expertise and experience of the person for appointment as Director and ensures that the candidateidentified possesses adequate qualification, expertise and experience for the appointment as aDirector.
Ý The Nomination & Remuneration Committee ensures that the candidate proposed for appointment asDirector is compliant with the provisions of the Companies Act, 2013.
Ý The candidate's appointment as recommended by the Nomination and Remuneration Committeerequires the approval of the Board.
Ý In case of appointment of Independent Directors, the Nomination and Remuneration Committeesatisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as toenable the Board to discharge its function and duties effectively.
Ý The Nomination and Remuneration Committee ensures that the candidate identified for appointmentas a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
Electronic copy of the Annual Report 2023-2024 and the Notice of the 42nd Annual General Meeting aresent to all members whose email addresses are registered with the Company / depository participant(s).For members who have not registered their email addresses, physical copies are sent in the permittedmode.
Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with theCompanies (Management and Administration) Rules, 2014, as may be amended from time to time whichpermits paperless compliances and also service of notice / documents (including annual report) throughelectronic mode to its members.
To support this green initiative, we hereby once again appeal to all those members who have notregistered their e-mail addresses so far are requested to register their e-mail address in respect ofelectronic holding with their concerned Depository Participants and/or with the Company.
The Company has formulated a policy and process for risk Management. The Company has set up a coregroup of leadership team, which identifies, assesses the risks and the trends, exposure and potentialimpact analysis at different level and lays down the procedure for minimization of risks.Risk Management forms an integral part of Management policy and is an ongoing process integratedwith the operations.
Company has identified various strategic, operational and financial risks which may impact Companyadversely. However, management believes that the mitigation plans for identified risks are in place andmay not threaten the existence of the Company.
The Company has formulated a policy in respect of Sexual Harassment of women at workplace as per theprovisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013. There was no complaint received by the Company during the financial year 2024-25 under theaforesaid Act.
The Board of Directors has adopted the code of conduct for the directors. All board members haveaffirmed compliance with the code of conduct for the period under review. A declaration to that effectsigned by the Director is attached and forms part of the Annual Report of the Company.
Section 177 of the Companies Act, 2013 requires every listed company to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribed. TheCompany has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanismprovides a channel to the employees and directors to report to the management concerns aboutunethical behavior, actual or suspected fraud or violation of the code of conduct or policy. Themechanism provides for adequate safeguards against victimization of directors and employees to thosewho avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases.
This policy applies to all directors and employees of the Company. All directors and employees of theCompany are eligible to make disclosures under this Policy in relation to matters concerning theCompany.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting thegoing concern status and Company's operations.
The Company has not issued any equity shares with differential rights during the year under review andhence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)Rules, 2014 is furnished.
No application has been made or any proceeding is pending under the IBC, 2016.
The Additional information required under the provisions of Section 134(3)(m) of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproducedherewith:
As the Company holds investments in the other Companies, there are no particulars regardingconservation of energy and technology absorption, as required under provisions of the Act and rulesmade thereunder.
(b) Foreign Exchange earnings and outgo:
Total foreign exchange inflow: NilTotal foreign exchange outflow: Nil
FRAUD REPORTING:
During the year under review, no instances of fraud were reported by the Statutory Auditors of theCompany.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the support which the Company hasreceived from its promoters, shareholders, lenders, business associates, vendors, customers, media andthe employees of the Company.
By order of the Board
For Kuber Udyog Limited
Sd/-
Date: 01st September, 2025 Managing Director
Place: Mumbai DIN: 06996605