To,
The Members,
Kay Cee Energy & Infra Limited,
Your directors have pleasure in presenting the 10th Annual Report of the Company
together with the Audited Statements of Accounts for the year ended March 31, 2024.
FINANCIAL PERFORMANCE
A summary of the comparative financial performance of the Company for Financial Year
2023-24 & 2022-23 is presented below:
(Rs. In Lakhs)
Particulars |
Financial Year ended |
|
31/03/2024 |
31/03/2023 |
Revenue from Operations |
6446.52 |
6109.18 |
Other Income |
39.80 |
31.63 |
Total Income |
6486.32 |
6140.81 |
Total Expenses |
5587.88 |
5356.10 |
Profit/(loss) before Tax (EBT) |
869.21 |
784.71 |
Provision for Income Tax |
|
|
(i) Current Tax |
234.60 |
206.73 |
(ii) Deferred Tax |
(20.68) |
0.12 |
(iii) Tax of Earlier Year |
0.76 |
- |
Net Profit/(Loss) After Tax |
654.53 |
577.86 |
STATE OF THE COMPANY'S AFFAIRS
The Company is engaged in the business of Engineering, Procurement and Construction
business (EPC) and ancillary operations and maintenance services relating to
infrastructure interalia products, projects and systems and related activities for power
transmission and distribution sector. There has been no change in the business of the
Company during the financial year ended 31st March, 2024.
The Company has earned a total income of INR 6486.32/-Lakhs in financial year 2023-24
as compared to Rs. INR 6140.81/-Lakhs in the previous year.
Total expenditure for the period ended as at March 31st, 2024 amounted to INR
5587.88/-Lakhs as compared to Rs. INR 5356.10/-Lakhs in the previous year.
The Earning Before Tax (EBT) for the year ended March 31st, 2024 amounted to INR
869.21/- Lakhs as compared to INR 784.71/- Lakhs in the previous year.
The Net Profit for the year ended March 31st, 2024 amounted to INR 654.53/-Lakhs as
compared to Profit of Rs. INR 577.86/-Lakhs in the previous year.
Your directors are hopeful to exploit the present resources in an efficient manner and
achieve even better results than this in the future through better planning, latest
technology and efficient management techniques.
SHARE CAPITAL AND CHANGES THEREON
The Authorised Share Capital as on 31st March, 2024 was INR 11,00,00,000/- divided into
1,10,00,000 Equity shares. The Paid up share capital as on 31st March, 2024 was INR
10,96,00,000/- divided into 1,09,60,000 Equity Shares.
- Increase in Authorised Share Capital:
During the year company has increased its authorized capital from INR 25,00,000/-
(Twenty-Five Lakhs Rupees) to INR 11,00,00,000/- (Eleven Crores Rupees), which was
approved by the members of the company at the ExtraOrdinary General Meeting held on June
19, 2023.
- Increase in Paid Up Share Capital:
The Paid-up Share Capital of the Company was increased from INR 10,00,000/-(Ten Lakhs
Rupees) to INR 10,96,00,000/-(Ten Crores Ninety six Lakhs) during the year through
following ways.
a. During the year company has alloted the 75,00,000 (Seventy-Five Lakhs) Equity Shares
of INR 10/- each through Bonus Issue vide Allotment Resolution dated 08th September, 2023.
b. During the year company has alloted the 2,60,000(Two Lakhs Sixty thousand) Equity
Shares of INR 10/- each through private placement vide Allotment Resolution dated 27th
September, 2023.
c. During the year company has alloted the 29,50,000 (Twenty-Nine Lakhs Fifty Thousand)
Equity Shares of INR 10/- each through Initial Public offer vide Allotment Resolution
dated 03rd January 2024.
LISTING INFORMATION
The Equity Shares in the Company are in dematerialized form and got listed on NSE
EMERGE Platform w.e.f. 05th January, 2024. The ISIN No. of the Company is INE0RCG01017.
RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
DIVIDEND
To conserve the resources for future growth of the company, your directors do not
propose any dividend for the current year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended, ('Rules'), the dividends, unclaimed for a consecutive period of seven years from
the date of transfer to the Unpaid Dividend Account of the Company are liable to be
transferred to IEPF. Further, the shares (excluding the disputed cases having specific
orders of the Court, Tribunal or any Statutory Authority restraining such transfer)
pertaining to which dividend remains unclaimed for a period of continuous seven years from
the date of transfer of the dividend to the unpaid dividend account are also mandatorily
required to be transferred to the IEPF established by the Central Government.
Any person whose unclaimed dividend and shares pertaining thereto, matured deposits,
matured debentures, application money due for refund, or interest thereon, sale proceeds
of fractional shares, redemption proceeds of preference shares, amongst others has been
transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making
an electronic application in e-form IEPF-5. Upon submitting a duly completed form,
Shareholders are required to take a print of the same and send physical copy duly signed
along with requisite documents as specified in the form to the attention of the Nodal
Officer, at the Registered Office of the Company. The e-form can be downloaded from the
website of Ministry of Corporate Affairs www.iepf.gov.in.
Shareholders are requested to get in touch with the RTA for encashing the unclaimed
dividend/interest/principal amount, if any, standing to the credit of their account.
During the year, no amount of unclaimed dividend has been transferred to IEPF.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has laid down the procedure to inform the Board about the risk assessment
and minimization procedures. These procedures are reviewed by the Board from time to time
to ensure that there is timely identification and assessment of risks, measures to
mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company has also adopted and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time. The Risk
Management Policy has been uploaded on the website of the Company at
https://kayceeenergy.com/wp-content/uploads/2023/10/9.-Risk-Management-Policy.pdf
The Company does not fall under the ambit of top 1000 listed entities, determined on
the basis of market capitalization as at the end of the immediately preceding financial
year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.
The internal auditor of the company M/s. Bansal Manish & Associates, Chartered
Accountants, checks and verifies the internal control and monitors them in accordance with
policy adopted by the company from time to time. The Company continues to ensure proper
and adequate systems and procedures commensurate with its size and nature of its business.
STATUTORY AUDITORS & THEIR REPORT
The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN: 015069C) were
appointed as Statutory Auditor of the Company to hold office from the 9th AGM to the 14th
AGM of the company for a term of five years in terms of the first proviso to Section 139
of the Companies Act, 2013.
Further the observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
There are no qualifications or adverse remarks in the Auditor's Report.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
https://kayceeenergy.com/. The employees of the Company are made aware of the said policy
at the time of joining the Company.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis. The employees of the Company are made aware of the said policy at the time
of joining the Company.
ANNUAL RETURN
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate
Affairs as published in the Gazette of India on 28th August, 2020, the details forming
part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith
to this report. However, the Annual Return will be made available at the website of the
Company at https://kayceeenergy.com/
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Himanshu Sk Gupta & Associates, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT & OBSERVATIONS
The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure
I.
There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditor Except.
a. The Company had entered into Hypothecation Agreement with Tata Capital Financial
Services Limited on 10th November, 2022 for aggregating amount of INR 1,949,212.00 (Rupees
Nineteen Lakhs Forty-Nine Thousand Two Hundred Twelve only) and Company has
unintentionally failed to file Form CHG-1 for registration of Charge within the stipulated
time period as specified under Section 77 of the Companies Act, 2013 read with Companies
(Registration of Charges) Rules, 2014, However during the year under review, Company has
filed for compounding of the same with Registrar of Companies, Jaipur.
Explanation: Observation is self-explanatory as company had filed for compounding of
the same, also the said facility is repaid and closed during the year.
b. That during the financial year 2021-2022, the company was required to spend an
amount of INR 9,10,000/- towards the CSR obligation after adjusting the amount of INR
51,326/- spent in excess pursuant to Section 135(5) of The Companies Act, 2013 read with
Rule 3 of The Companies (Corporate Social Responsibility Policy) Rules, 2014. The company
had not complied with the provisions of Section 135(5) of the act in that year.
However, during the year under review Company has donated INR 9,10,000/- on 28/11/2023
to M/s. Niraman Samajik Sanstha Devhare (an entity for undertaking CSR activities vide MCA
registration no. CSR00027719) and thereafter filed for compounding of the same with
Registrar of Companies, Jaipur.
Explanation: Observation is self-explanatory as company had filed for compounding of
the same and also spent the amount during the year.
c. Company has on going overdraft facility from Yes Bank Limited of which company has
failed to register the Charge as per the provisions of section 77 of the companies Act,
2013.
Explanation: It was inadvertently missed from being registered
d. Company has on going overdraft facility from State Bank of India of which company
has failed to register the Charge as per the provisions of section 77 of the companies
Act, 2013.
Explanation: It was inadvertently missed from being registered
e. During the year Company has availed overdraft facility from Panjab National Bank of
which company has failed to register the Charge as per the provisions of section 77 of the
companies Act, 2013.
Explanation: It was inadvertently missed from being registered
f. Company had on going facility from Srajan Capital Limited of which company had
failed to register the Charge as per the provisions of section 77 of the companies Act,
2013 however the said facility is closed during the period under review.
Explanation: It was inadvertently missed from being registered
CORPORATE GOVERNANCE REPORT
Pursuant to the Listing Regulations, the Corporate Governance Report regarding
compliance of conditions of Corporate Governance, is not applicable to the companies
listed on SME Exchange of stock exchanges, therefore the said report is not applicable to
your company.
MATERIAL CHANGES DURING THE YEAR
There were no material changes during the year, which may have adverse effect on the
operations of the Company. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the company with related parties which may
have potential conflict with the interest of the company at large. Your directors draw
your attention to notes to the financial statements for detailed related parties'
transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of
the Board or Members/ Shareholders have been obtained for such transactions. However, as
part of good corporate governance, all related party transactions covered under Section
188 of the Act are approved by the Audit committee.
The form AOC- 2 is attached as Annexure - II with this report.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT
During the year under review, the Company has not provided any loan, guarantee,
security or made any investment covered under the provisions of Section 186 of the
Companies Act, 2013 to any person or other body corporate.
DEPOSITS
The Company, during the year, has not invited/ accepted any deposit other than the
exempted deposit as prescribed under the provision of the Companies Act, 2013, and the
rules framed there under, as amended from time to time. Hence there are no particulars to
report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts)
Rules, 2014.
However, during the financial year the Company has borrowed money(ies) from Directors
of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014, amended from time to time, and said amount is not being given out of funds
acquired by him/them by borrowing or accepting loans or deposits from others.
INSURANCE
The properties/assets of the Company are adequately insured.
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of
employees of the Company, is enclosed as Annexure III and forms part of this
Report.
Further, as per the provisions specified in Chapter XIII of Companies (Appointment
& Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of
the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if
employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the
year.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in
Annexure - IV and forms part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant and material orders were passed by the
regulators or courts or tribunals which impact the going concern status and company's
operations.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:
Conservation of energy-
Even though its operations are not energy-intensive, significant measures are taken to
reduce energy consumption by using energy-efficient equipment. The Company regularly
reviews power consumption patterns across all locations and implement requisite
improvements/changes in the process in order to optimize energy/ power consumption and
thereby achieve cost savings. Energy costs comprise a very small part of the Company's
total cost of operations. However, as a part of the Company's conservation of energy
programme, the management has appealed to all the employees / workers to conserve energy.
Technology absorption-
i. The efforts made towards technology absorption: Your Company remains committed to
the ongoing absorption of technology to maintain its competitive edge in the EPC industry.
Through strategic investments, R&D, and a focus on sustainability, the company
continues to enhance its capabilities in delivering high-quality, innovative solutions in
the power transmission and distribution sector.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution; The concerted efforts towards technology absorption have
significantly contributed to your Company's growth and success in the EPC and power
transmission and distribution sector. By leveraging advanced technologies, fostering
innovation, and prioritizing sustainability, the company has enhanced its operational
capabilities and established a strong foundation for continued excellence and leadership
in the industry.
iii. In case of imported technology- The Company has not imported any technology during
the year;
iv. The expenditure incurred on Research and Development. The Company has not expended
any expenditure towards Research and Development during the year.
Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows are as follows:
Particulars |
Current Year (2023-24) |
Previous Year (2022-23) |
|
(Rs.) |
(Rs.) |
C.I.F. Value of Imports |
NIL |
NIL |
F.O.B. Value of Exports |
NIL |
NIL |
SEXUAL HARASSMENT
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
The Company is committed to provide a safe and conducive work environment to its
employees during the year under review. The Company has adopted a policy for prevention of
Sexual Harassment of Women at workplace and has set up Committee for implementation of
said policy. During the year Company has not received any complaint of harassment.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report Except:
a. Resignation of Ms. Garima Dasot (DIN: 10314437) from the post of Independent
Director of the Company due to Pre-occupation of work somewhere.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year ended March 31, 2024, the Company incurred CSR contribution
of INR 10.02 Lakhs /- (Rupees Ten Lakhs Two Thousand Only). The CSR initiatives of the
Company were under the area of eradicating hunger, poverty and malnutrition. Further, the
information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the
Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - V outlining
the main initiatives during the year under review. Further, your Company has obtained
certificate from Chief Financial Officer as required under Section 135, of the Companies
Act, 2013.
CSR Policy of the Company The CSR Policy of the Company is available on the website
of the Company at https://www.tridenttechlabs.com/
The projects that will be undertaken will be within the broad framework of Schedule VII
of the Companies Act, 2013. EMPLOYEES' STOCK OPTION PLAN
The Company has not provided stock options to any employee.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure VI and is incorporated herein by reference and
forms an integral part of this report.
COST AUDITORS
Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable
provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence,
the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost
Compliance Report of the company for the financial year 2023-24.
A DIRECTORS / KEY MANAGERIAL PERSONNEL a. RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company, Provisions of retire by rotation of
Directors is applicable to the Company, accordingly appointment of Mr. Divyanshu Jain is
proposed as director retirement by rotation in the 10th AGM of the Company.
DETAILS OF BOARD MEETINGS
During the year, 12 (Twelve) number of Board meetings were held.
Sr. No. |
Date of Board Meeting |
Directors Present |
1. |
19.06.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
2. |
02.09.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
3. |
06.09.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
4. |
08.09.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
5. |
22.09.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
6. |
27.09.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
7. |
12.10.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
8 |
19.10.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
9 |
20.12.2023 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
10 |
03.01.2024 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
11 |
03.01.2024 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
12 |
25.01.2024 |
1. Mr. Lokendra Jain |
|
|
2. Ms. Shalini Jain |
|
|
3. Mr. Divyanshu Jain |
|
|
4. Mr. Ashok Kumar Jain |
|
|
5. Ms. Garima Dasot |
|
|
6. Mr. Gaurav Anand |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge states that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
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 financial year and of
the profit and loss of the company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
d) the Annual Accounts had been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial control are adequate and operating effectively and;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
b. Changes In Board of Directors & Key Managerial Personnel:
In accordance with the provisions of Section 152(6) of the Act read with the rules made
thereunder and the Company's Articles of Association, Mr. Divyanshu Jain (DIN: 10314433)
was re-appointed as director retire by rotation at the 10rd AGM.
As on the date of this report, the Company has the following Board of Directors
('BODs') as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI
(LODR) 2015:
Following changes were occurred during the year in the composition of board of
directors and key managerial personnel:
Sr. |
Name Of Director & KMP |
DIN |
Date of Appointment |
Nature Of Change |
Designation |
1 |
Lokendra Jain |
07071212 |
22/09/2023 |
Appointment |
Managing Director & Chairman |
2 |
Shalini Jain |
07071215 |
22/09/2023 |
Appointment |
Whole - Time Director & CFO |
3 |
Divyanshu Jain |
10314433 |
13/09/2023 |
Appointment |
Non-Executive Director |
4 |
Gaurav Anand |
10314427 |
23/09/2023 |
Appointment |
Non-executive Independent Director |
5 |
Ashok Kumar Jain |
10314439 |
23/09/2023 |
Appointment |
Non-executive Independent Director |
6 |
Garima Dasot |
10314437 |
23/09/2023 |
Appointment |
Non-executive Independent Director |
7 |
Yogesh Soni |
- |
22/09/2023 |
Appointment |
Company Secretary and Compliance Officer |
c. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating
its own performance and as well as that of its committee and individual Directors,
including the chairperson of the Board. The Exercise was carried out through a structured
evaluation process covering the various aspects of the Board's functioning such as
composition of board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the
independent Director being evaluated and the evaluation of chairperson and the
non-independent Directors were carried out by the independent Directors.
d. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining, qualifications, positive attributes and independence
of a director and also a policy for remuneration of directors, key managerial personnel
and senior management. The policy is available at the website of company at https:
//kayceeenergy. com /
e. DECLARATION BY INDEPENDENT DIRECTORS:
Your Company had received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as independent directors of the
Company.
Independent Directors are familiarized with their roles, rights and responsibilities as
well as with the nature of industry and business model through induction program at the
time of their appointment as Directors and through presentations on economy & industry
overview, key regulatory developments, strategy and performance which are made to the
Directors from time to time.
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has four (4) Committees viz., Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder
Relationship Committee to investigate various aspects for which they have been
constituted. The Board fixes the terms of reference of Committees and delegate powers from
time to time.
AUDIT COMMITTEE
The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive
Director as its Members. The Chairman of the committee is Independent Director.
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
During the Financial year 2023-24, Three (3) meeting of audit committee held on
19.10.2023, 20.10.2023, 25.01.2024.
The Composition of Audit Committee and the details of meetings attended by members
during the year are given below.
Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Audit Committee Meetings Held & Entitled to Attend |
No. of Audit Committee Meetings Attended |
Mr. Gaurav Anand |
Chairman of Committee |
Non-Executive Independent Director |
3 |
3 |
Mr. Ashok Kumar Iain |
Member |
Non-Executive Independent Director |
3 |
3 |
Mr. Lokendra Jain |
Member |
Managing Director |
3 |
3 |
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH
REASONS
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent Directors and
non-executive Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2023-24, One (1) meeting of the Nomination and Remuneration
Committee was held on 25.01.2024.
The Composition of Nomination and Remuneration Committee and the details of meetings
attended by members during the year are given below.
Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Nomination & Remuneration Meetings Held & Entitled to
Attend |
No. of Nomination & Remuneration Meetings Attended |
Mr. Ashok Kumar Jain |
Chairman of Committee |
Non-Executive Independent Director |
1 |
1 |
Mr. Gaurav Anand |
Member |
Non-Executive Independent Director |
1 |
1 |
Mr. Divyanshu Jain |
Member |
Non-Executive Independent Director |
1 |
1 |
The Nomination and remuneration policy available on the website of the company at
https://kayceeenergy.com/ STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Non-executive Director, Whole-time
Director and one Independent Director as its members. The Chairman of the Committee is an
Non-Executive Director.
During the Financial year 2023-24, One (1) meeting of Stakeholder Relationship
Committee was held on 20.03.2024.
The Composition of Stakeholder and Relationship Committee and the details of meetings
attended by the members during the year are given below:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Stakeholder Relationship Meetings Held & Entitled to
Attend |
No. of Stakeholder Relationship Meetings Attended |
Mr. Divyanshu Jain |
Chairman of Committee |
Non-Executive Director |
1 |
1 |
Ms. Shalini Jain |
Member |
Whole-time Director |
1 |
1 |
Mr. Gaurav Anand |
Member |
Non-Executive Independent Director |
1 |
1 |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee comprises Whole-time Director,
Non-executive Independent Director, and Non -executive Director as its members. The
Chairman of the Committee is an Non-Executive Director.
The Composition of Corporate Social Responsibility Committee and the details of
meetings attended by the members during the year are given below:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of CSR committee Meetings Held & Entitled to Attend |
No. of CSR committee Meetings Attended |
Ms. Shalini Jain |
Chairman of Committee |
Whole-time Director |
1 |
1 |
Mr. Gaurav Anand |
Member |
Non-Executive Independent Director |
1 |
1 |
Mr. Divyanshu Jain |
Member |
Non-Executive Director |
1 |
1 |
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
a. aggregate number of shareholders and the outstanding shares in the suspense
account lying at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of shares from
suspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense account
during the year: Nil
d. aggregate number of shareholders and the outstanding shares in the suspense
account lying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner of such
shares claims the shares: Nil
PREVENTION OF INSIDER TRADING
Your company has adopted the "Code of Conduct on Prohibition of insider trading
"and "Code of Conduct for Directors and Senior Management Personnel" for
regulating the dissemination of Unpublished Price Sensitive Information and trading in
security by insiders.
INDUSTRIAL RELATIONS
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its status. Your Company has been
registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the
complaint. The Company has not received any complaint on the SCORES during financial year
2023-24.
INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Year 2023-24, there were no complaints or queries received from
the shareholders of the Company. Company Secretary acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can
send their query to info@kayceeenergy.com
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
There were no applications which are made by or against the company under The
Insolvency and Bankruptcy Code, 2016 during the year.
ACKNOWLEDGEMENT
Your directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. members,
vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.
Registered Office: |
By Order of the Board of Directors of |
|
: 9 Krishna Vihar, Near Chungi Naka, |
Kay Cee Energy and Infra Limited |
|
Nanta Road, Kunhadi Kotal |
|
|
in Ladpura Kota Rajasthan 324001 |
|
|
Date: 03rd September, 2024 |
SHALINI JAIN |
LOKENDRA JAIN |
Place: Kota |
WHOLE-TIME DIRECTOR & CFO |
MANAGING DIRECTOR |
|
DIN:07071215 |
DIN:07071212 |