Your Directors take great pleasure in presenting
the 10th Annual Report of KCK INDUSTRIES
LIMITED the "Company" on business and
operations of the Company along with the
audited financial statements of accounts for
the financial year ended 31st March 2025.
1. FINANCIAL SUMMARY
The Company's financial performance, for the
year ended March 31, 2025 is summarized below:
The Board's Report shall be prepared based on
the stand alone financial statements of the
company.
Amount in Lacs.
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Particulars
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2024-25
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2023-24
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Total Income
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3521.45
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7670.20
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Total Expenditure
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3485.50
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7473.95
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Profit before tax
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108.04
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215.28
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Provision for Tax/
(Deferred tax)
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35.19
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55.66
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Comprehensive
Income
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72.85
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159.62
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2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S AFFAIRS
• The company is engaged in the business
of trading of chemicals and dyes and
manufacturing of rice shellar.
• The Total revenue for the Current year is
Rs 3521.45 lacs in comparison to Last
year's revenue I.e. Rs. Rs.7670.26
• The Profit in the Current year is Rs 72.85 in
comparison to Rs 159.62 Lacs last year's.
During the year under review, there has been no
change in the nature of the business of the
Company. Further, there were no significant and
material order passed by the regulators or courts
or tribunals impacting the going concern status
and Company's operations in future.
3. MATERIAL CHANGES AND COMMITMENTS
During the year under review 3500449 share
warrants were converted into equity shares in
one or more tranches.
On 28th October 2024 company shares split Rs
10/- per shares into Rs 2/- per share.
During the year under review the company
decided to sell the land and building and plant
and machinery situated at Lehragaga realted to
our rice shellar business. All the process
completed after the closure of financial year
ended 31-03-2025
5. TRANSFER TO GENERAL RESERVES IN TERMS OF
SECTION 134(3) (J) OF THE COMPANIES ACT,
2013
No amount has been transferred to the general
reserve during the year under review.
6. SHARE CAPITAL
During the Financial Year 2024-25,
Company increased its Share Capital on
following occasions:
(i) Authorized Share Capital
There was change in the authorized capital of
the company during the year. Authorized capital
changed from Rs 13500000 to Rs 135000000
during the year upon split on shares on 28th
October 2024.(67500000 shares of Rs 2 each)
On 25th November, 2024 authorised capital of the
company increased from Rs 1350000000 to Rs
175000000(87500000 shares of Rs 2 each)
(ii) Paid up Share Capital
34
(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with
differential rights during the year under review.
Hence the provisions of Section 43 of the
Companies Act, 2013 are not applicable.
(iv) ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any sweat equity
shares during the year under review. Hence the
provisions of Section 54 of the Companies Act,
2013 are not applicable.
7. DEPOSIT
DETAILS RELATING TO DEPOSITS COVERED UNDER
CHAPTER V OF THE ACT
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A
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Accepted during the year
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B
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Remained unpaid or unclaimed
as at the end of the year
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C
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whether there has been any
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|
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default in repayment of deposits
or payment of interest thereon
during the year and if so
(default), number of such cases
and the total amount involved
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NIL
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| |
i. at the beginning of the year
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ii. maximum during the year
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iii. at the end of the year
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DETAILS OF DEPOSITS WHICH ARE NOT IN
COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT
During the Financial Year under review, the
Company has not accepted any deposit under
Section 73 to 76 of the Companies Act, 2013
read with Companies (Acceptance of Deposits)
Rule, 2014 as amended from time to time which
are not in compliance with the requirements of
Chapter V of the Act.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with Section 152 and other
applicable provisions of Companies Act, 2013, Mr
Satyaveer singh Dangi (DIN no 09205556) being
Non-Executive Director, retires by rotation and
being eligible offers himself for re-appointment at
the ensuing Annual General Meeting. The Board
recommends his appointment.
Mr Satyaveer singh Dangi (DIN no 09205556)
resigned from directorship on 25th October, 2024.
Ms Saloni Kumari joined the Board 23rd January,
2025 as Non Executive Director.
KEY MANAGERIAL PERSONNEL
No change in Key managerial personnel.
BOARD COMMITTEES
Details of Board committees and term of
reference is provided in the "Annexure V”
corporate Governance report of the company.
9. BOARD MEETINGS
The details of the Number of Meetings of the
Board held during the financial year 2024-25 form
part of the Corporate Governance
10. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Vijender Singh and Mr Bajrang Lal Kedia
Independent Directors of the Company have
given their respective declaration as required
under Section 149(7) of the Companies Act, 2013
to the effect that they meet the criteria of
independence as provided in Section 149(6) of
the Companies Act, 2013 and that they abide by
the provisions specified in Schedule IV to the
Companies Act, 2013. The Board has, taken on
record the declarations received from Mr
Vijender Singh and Bajrang Lal kedia.
11. DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements set
out under Schedule III to the Act, 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 as
at March 31, 2025 and of the profit of the
Company for the year ended on that date;
c) The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the 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;
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; and
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.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and
implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
13. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES
All contracts / arrangements / transactions
entered by the Company during the financial
year with related parties were in the ordinary
course of business and on an arm's length basis,
therefore, the provisions of Section 188 of the
Companies Act, 2013 were not attracted.
Further, there are no materially significant related
party transactions during the year under review
made by the Company with Promoters, Directors,
or other designated persons which may have a
potential conflict with the interest of the
Company at large.
Your Directors draw attention of the members to
in the Accounting Policies to the Financial
Statement which sets out related party
disclosures as prescribed under Accounting
Standard 18.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules,2014
are given in “Annexure - 1” Form AOC-2 and the
same forms part of this report.
14. COMPANY'S POLICY RELATING TO DIRECTORS
APPOINTMENT. PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the
Companies Act, 2013 the Nomination and
Remuneration Committee has formulated
Remuneration Policy ("the policy"). The objective
of the policy is to ensure that Executive Directors
and other employees are sufficiently
compensated for their performance. The Policy
seeks to provide criteria for determining
qualifications, positive attributes and
independence of a director.
15. STATUTORY AUDITORS
At the 8th AGM held on 30th November, 2021 the
members approved appointment of M/s D S P &
Associates (Firm Registration No. 006791N) as
Statutory Auditors of the Company to hold office
for a period of five years from the conclusion of
that AGM till the conclusion of the AGM to be
held in 2027 .The requirement to place the matter
relating to appointment of auditors for ratification
by Members at every AGM has been done away
by the Companies (Amendment) Act, 2017 with
effect from May 7, 2018. Accordingly, no
resolution is being proposed for ratification of
appointment of statutory auditors at the tenth
AGM.
16. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
All the remarks and qualification mentioned by
the auditor is self explanatory.
Remarks by Secretarial auditor in their Secretarial
Audit Report forming the part of director report
as given below:
. The company has not filed form AOC 4 XBRL,
form MGT -7 for F.Y. Ended 31.03.2024, Form MGT
14 for approval of Accounts and Directors report
for F.Y. ended 31.03.2024, Form DPT -3 for F.Y.
ended 31.03.2024, Form SH -7 for increase in the
Authorized Capital of the company (from 13.50
Cr to 17.50 CR.) and amendment in MOA via
members Special resolution on 25.11.2024 and
Form CHG - 4 for satisfaction of charge of Loan
from Central Bank of Indian for which satisfaction
letter dated 25.03.2025 has been received.
There were also certain instance wherein the
Company have delayed in filing the returns /
disclosures with Registrar of Companies and the
Company has paid additional fees for the same.
2. The Independent Director on the board of the
company have not cleared exams for being
eligible in due period. So, their eligibility to
continue is compromised.
Management Comments:
Management is trying to comply with all the
compliance of Companies Act 2013 along with
the Sebi regulations on time and company had
paid the additional fee when there is any delay.
Company has appointed the new Independent
directors who are exempted from giving test as
earlier directors were not able to pass exams.
17. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Company has not granted any loans and made
investments, or given guarantees or provided
securities to other bodies corporate under the
provisions of Section 186 the Companies Act,
2013.
18. EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of
the Act read with Companies (Management
and Administration) Rules, 2014, the draft Annual
Return of the Company in Form MGT-7 for FY
2024-25 has been placed on the Company's
website and can be accessed at the company
website www.kckindustriesltd.com
19. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying
unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were
required to be transferred to Investor Education
and Protection Fund (IEPF) during the financial
year 2024-25
20. STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT
The Company does not have any Risk
Management Policy as the elements of risk
threatening the Company's existence are very
minimal.
21. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS PURSUANT TO RULE
8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES,
2014
The Company has a formal system of internal
control testing which examines both the design
effectiveness and operational effectiveness to
ensure reliability of financial and operational
information and all statutory / regulatory
compliances. The Company has a strong
monitoring and reporting process resulting in
financial discipline and accountability.
22. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
The information required pursuant to Section
197(12) read with Rule, 5 (1) of The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the
"Annexure-IV” of the Annual Report.
The Company has not appointed any
employee(s) in receipt of remuneration
exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal
Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints
received regarding sexual harassment. The
following is a summary of sexual harassment
complaints received and disposed off during the
year 2024-25.
No of complaints received : Nil
No of complaints disposed off: Nil
24. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of
energy, technology absorption, Foreign
exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished in Annexure “III”
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS /TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE
There are no significant material orders passed
by the Regulators / Courts / Tribunal which would
impact the going concern status of the
Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of
Companies (Accounts) Rules, 2014 is not
required.
26. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism,
through a Whistle Blower Policy, where Directors
and employees can voice their genuine
concerns or grievances about any unethical or
unacceptable business practice. A whistle¬
blowing mechanism not only helps the Company
in detection of fraud, but is also used as a
corporate governance tool leading to
prevention and deterrence of misconduct. It
provides direct access to the employees of the
Company to approach the CFO of the company
or the Chairman of the Audit Committee, where
necessary. The Company ensures that genuine
Whistle Blowers are accorded complete
protection from any kind of unfair treatment or
victimization.
27. SECRETARIAL AUDIT REPORT
The Company has appointed Neeraj Jindal &
Associates, a firm of Company Secretaries in
Practice, to undertake the Secretarial Audit of
the Company pursuant to the provisions of
Section 204 of the Companies Act 2013 and The
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014. The Report of
the Secretarial Auditor is annexed to the Board's
Report as Annexure ‘A'.
28. BOARD EVALUATION
Pursuant to applicable provisions of the
Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board had adopted a
formal mechanism for evaluating its own
performance and as well as that of its
Committees and individual Directors, including
the Chairperson of the Board.
29. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
Management Discussion and Analysis Report for
the year under review, as stipulated under
Regulation 34(2(e) of the SEBI (LORD) 2015, is
presented in Annexure VI and the same is for the
part of this report.
30. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby
confirms that, according to the provisions of
Regulation 34(2)(f) of the Securities Exchange
Board of India (Listing Obligation and Disclosure
Requirement) Regulation 2015, the give report on
Business Responsibility Report (BRR) is not
mandatorily applicable to our company, hence
not annexed with Annual Report.
31. DISCLOSURE IN RESPECT OF SCHEME
FORMULATED UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013
Since the Company has not formulated any
scheme in terms of Section 67(3) of the
Companies Act, 2013, therefore no disclosures
are required to be made.
32. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES:
There has been no subsidiary/Associate/Joint
Venture incorporated/ceased of your company
during the financial year 2024-25
33. DISCLOSURES PURSUANT TO SECTION 197(14)
OF THE COMPANIES ACT, 2013:
No disclosure under section 197(14) of the
Companies Act, 2013 is required. Company has
no Holding or Subsidiary company as on 31st
March, 2025.
34. Dividend
No dividend has been declared by the company
during the financial year 2024-25
34. SHARES IN SUSPENSE ACCOUNT
There are no shares lying in suspense account
35. REPORTING OF FRAUDS
There was no instance of fraud during the year
under reivew, which required the Statutory
Auditors to report to the Audit Committee and /
or Board under Section 143(12) of Act and Rules
framed there under.
36. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32(1) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, there
is no deviation or variation in the use of proceeds
37. OTHER DISCLOSURES
a. There was no revision of financial statements
and Board's Report of the Company during the
year under review
b. There has been no change in the nature of
business of the Company as on the date of this
report
c. No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of
application made or any proceeding pending
under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with
their status as at the end of the financial year is
not applicable.
d. The requirement to disclose the details of the
difference between the amount of valuation
done at the time of onetime settlement and the
valuation done while taking a loan from the
Banks or Financial Institutions along with the
reasons thereof, is not applicable.
e. CODE FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate,
monitor and report trading by insiders in
securities of the Company. The code inter alia
requires pre-clearance for dealing in the
securities of the Company and prohibits the
purchase or sale of securities of the company
while in possession of unpublished price
sensitive information in relation to the
Company and during the period when the
trading window is closed.
38. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of
environmentally clean and safe operations. The
Company's policy requires the conduct of
operations in such a manner to ensure the
safety of all concerned, compliance with
environmental regulations and preservation of
natural resources.
Place: Chandigarh
Dated: 6th September, 2025
39. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company
has complied with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India.
40. REPORTING OF FRAUDS
There was no instance of fraud during the year
under review, which required the Statutory
Auditors to report to the Audit Committee
and/or Board under Section 143(12) of the Act
and Rules framed thereunder.
41. CAUTIONARY STATEMENT
Statements in this Directors' Report and
Management Discussion and Analysis Report
describing the Company's objectives,
projections, estimates, expectations or
predictions may be "forward-looking
statements" within the meaning of applicable
securities laws and regulations. Actual results
could differ materially from those expressed or
implied. Important factors that could make
difference to the Company's operations include
raw material availability and its prices, cyclical
demand and pricing in the Company's principal
markets, changes in Government regulations,
Tax regimes, economic developments within
India and the countries in which the Company
conducts business and other ancillary factors.
42 ACKNOWLEDGEMENT
The Board of Directors acknowledges with
gratitude the co-operation and assistance
provided to your company by its bankers,
financial institutions, government and other
agencies. Your Directors thank the customers,
vendors and other business associates for their
continued support in the company's growth.
For and on behalf of Board of
Directors
SD/- SD/-
Reena Sharma Jagdish Prasad Arya
Director Director
DIN - 06883803 DIN - 06496549
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