The Directors are pleased to present the 16lh Annual Report on the business and operations ofthe company together with the Audited Financial Statements for the year ended March 31, 2024.
The Company’s financial performance for the year under review along with previous yearfigures is given hereunder:
PARTICULARS
Amount (in Hundreds Indian Rupees)
March 31, 2024
March 31, 2023
Revenue from Operations
37,10,912.23
3271305.00
Other income
82.92
86,630.70
Total Income
37,10,995.15
33,57,935.70
Cost of materials consumed
37,87,037.25
31,84,125.10
Changes in inventories of FinGoods, WIP & Stock-in-Trade
(4,27,235.53)
(1,89,048.50)
Employee Benefits expenses
15,000.00
64,131.40
Finance Costs
60,608.66
51.136.90
Depreciation and amortization
expenses
10,136.40
15,066.80
Other Expenses
36,771.45
1,90,446.10
Total Expenses
34,82,318.23
33,15,857.80
Profit / (Loss) before tax
2,28,676.92
42,077.90
Current Tax
63,617.91
0
Deferred Tax
4,330.15
57.20
Profit/(Loss) for the year
1,60,728.86
42,135.10
Basic& diluted loss perequity share
6.70
1.76
The Company has incurred a profit of INR 1,60,728.86/- (in Hundreds) during the year under
review whereas profit during the previous year is 42,135.10/- (in hundreds). Directors of thecompany are hopeful of generating more revenues and focusing further growths in coining years.
The Board of Directors of your Company has decided to transfer 1NR 1,60,728.86/- (IndianRupees) amount to the Reserves during the financial year.
As on March 31,2024, the Authorized Share Capital of the Company stood at Rs 3,00,00,000/-(Rupees Three Crores only) divided into 30,00,000 (Thirty' Lakhs) Equity Shares of Rs. 10/-(Rupees Ten) each and issued, subscribed and paid-up share capital of your Company stood atRs. 2,40.00,000 (Rupees Two Crore Forty Lakhs) divided into 24,00,000 (Twenty-four Lakhs)Equity Share of Rs. 10/- (Rupees Ten) each.
Material changes and commitment if any affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of the report
No material changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year to which these financial statements relate on the date ofthis report.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetingsof the Board of Directors’ and ‘General Meetings’ respectively, have been duly followed by theCompany.
Dividend
Dividend is not paid at the end year as Profit is accumulated/ retained for future Expansion andGrowth of the Company.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was nodividend declared and paid in the previous years.
Your Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.Related party transactions
All contracts/arrangements/transactions entered by the Company during the financial year withrelated parties were in the ordinary course of business and on arm’s length basis.
The particulars of contracts or arrangements made with related parties in AOC-2 are furnishedin Annexure-1.
Your Company does not perceive any material risk element having regard to the nature and sizeof its operations. However, having regard to best practice, your Company is in the process ofdeveloping and implementing a risk management policy to identify elements of risk, if any,which in the opinion of the Board may threaten the existence of the Company.
Your Company has in place adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weakness in thedesigns or operations were observed.
However. Being the company does not exceed the specified limit of turnover and borrowings,the provision of internal financial control is not applicable on your company.
Your director requests that the appointment of M/s K M Chauhan & Associates. CharteredAccountants (Registration Number 125924W), as Statutory Auditors of the Company for a termof 5 years from 1st April, 2024 to 31st March, 2029 and hold office from the conclusion of thisSixteenth Annual General Meeting until the conclusion of Twentieth Annual General Meetingto be convened in the year 2029.
Further the report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. The observations made in the Auditors’ Report are self-explanatory and therefore do notcall for any further comments. The Auditors’ Report does not contain any qualification,reservation or adverse remark.
The Cost Audit as stipulated in Companies (Audit and Auditors) Rules, 2014 is not applicableto your Company.
The Secretarial Audit as required in Section 204 of the Companies Act 2013 is not applicable toyour Company.
The provisions of Section 138 of the Companies Act, 2013 pertaining to the appointment ofInternal Auditors is not applicable to your Company.
In compliance with good corporate governance practices, although the provisions of Section 177of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Boardand its Powers) Rules, 2013, are not applicable to the Company.
The Company has also established a Vigil Mechanism Policy, which provides a framework fordirectors and employees to report genuine concerns about unethical behavior, actual or suspectedfraud, or violation of the Company’s code of conduct or ethics policy. The mechanism providesadequate safeguards against victimization of persons who use such a mechanism and allowsdirect access to the Chairperson of the Audit Committee in exceptional cases.
The Audit Committee oversees the functioning of this Vigil Mechanism and ensures that allreported concerns are appropriately investigated and addressed.
The Board of Directors is committed to maintaining the highest standards of transparency andintegrity and will continue to ensure that these principles are upheld.
Provisions of Nomination and Remuneration Committee in accordance with the provisions ofthe Companies Act, 2013 is not applicable on the company, to oversee the nomination of Boardmembers and senior management and to ensure fair and transparent policies for remuneration.
Provisions of Stakeholders Relationship Committee in accordance with the provisions of theCompanies Act, 2013 is not applicable on the company, to ensure the effective redressal ofstakeholders' grievances and to oversee the functioning of the investor relations activities.
s
No.
Name
Designation
1.
JAGDISH PARSOTTAMBHAI KATARIYA
Director
2.
NAV1NBHAI KATARIYA
3.
ANANDBHAI NALINBHAI PATHAK*
*Mr. Anandbhai Nalinbhai Pathak has appointed on 02/03/2024.
During the year under the review, The Company has changed the designation of followingDirectors and Key Managerial Personnel:
S. No
Name of Directors andKey ManagerialPersonnel
Change in Designation
Effective Date
1
NIL
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act,2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2024, theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
During the year, 9 (Nine) number of Board meetings were held dated:
17th April, 202319th June, 202319ih September, 202328,h September, 202312lh December, 202318lh December, 202315lh January, 202420th January, 20242nd March, 2024
In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rulesmade thereunder, the Company has received declarations from the following IndependentDirectors confirming that they meet the criteria of independence as prescribed under the Act andare not disqualified from continuing as Independent Directors of the Company:
Mr, Anandbhai Nalinbhai Pathak-Independent Director
These declarations confirm that they are independent of the management and possess therequisite integrity, expertise, and experience to serve on the Board as Independent Directors. TheBoard of Directors places on record its deep appreciation for the valuable contributions made bythe Independent Directors in guiding the Company towards sustained growth and governanceexcellence.
During the year under review, no significant and material orders were passed by the regulatorsor courts or tribunals impacting the going concern status and company’s operations.
Your Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.
The Company has not given loans to other companies in compliance with section 186 of theCompanies Act, 2013 during the period under review.
Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act’) and Rule 12(1) of theCompanies (Management and Administration) Rules, 2014, an extract of the Annual Return isavailable on the Company’s website. Stakeholders can access the detailed extract of the AnnualReturn for the financial year at the following link: https://www.krupalumetals.com/.
As the provisions of Section 135 are not applicable, the Company has not made any policy onthe corporate social responsibility.
The information on conservation of energy, technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
The Company has no employee during the year covered under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under the review, the Company has constituted an internal complaint committeeunder the provision of the Sexual Harassment of Women at Workplace (Prevention. Prohibitionand Redressal) Act, 2013 to safeguard women at workplace. However, The Company has alsothe Policy of Prevention of Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company maintains an updated website at https://www.krupalumetals.com/, which servesas a comprehensive resource for stakeholders, including shareholders, investors, and the generalpublic. The website contains important information about the Company’s operations, corporategovernance policies, financial reports, statutory filings, and other relevant details.
Your directors state that no disclosure or reporting is required in respect of the following items,as there were no transactions on these items during the year under review:
(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.
(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Companyunder any scheme.
(c) The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
Your directors place on record their appreciation for the contribution of employees at all levelstowards the growth and performance of your Company.
Your directors also thank the clients, vendors, bankers, shareholders and advisors of theCompany for their continued support.
Your directors also thank the Central and State Governments and other statutory authorities fortheir continued support.
By the order of the board
Jagdish bhai Parsotam bhai Katariya Navinbhai Parsotambhai Katariya
(Director) (Director)
DIN: 02513353 DIN: 06578565
Date: 28/09/2024Place: Rajkot