To,
The Members of
M/s. KKRRAFTON DEVELOPERS LIMITED
Your Directors have pleasure in presenting the Board's Report of your Company together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial year ended, 31st March, 2024.
FINANCIAL HIGHLIGHTS
| Particulars |
Standalone |
|
|
2023-2024 |
2022-2023 |
| Gross Income |
2577.82 |
4.41 |
| Profit Before Interest and Depreciation |
467.27 |
0.27 |
| Finance Charges |
- |
0.00 |
| Gross Profit |
467.27 |
0.27 |
| Depreciation |
0.42 |
0.00 |
| Net Profit Before Tax |
466.85 |
0.27 |
| Provision for Tax |
133.42 |
0.07 |
| Net Profit After Tax |
333.43 |
0.20 |
| Balance Carried to Profit and Loss Account |
333.43 |
0.20 |
DIVIDEND
However, with the view to conserve the resources of company the directors are not
recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry the current year profit to its reserves.
INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY
During the year under review, there are no subsidiaries of the Company.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2023-2024, there is no change in the face value of the
company's shares.
The Authorised share capital of the Company from Rs. 6 crores divided into 60,00,000
equity shares of face value Rs. 10/- per share to Rs. 100 crores divided into 10,00,00,000
equity shares of face value Rs. 10/- per share.
The Company has issued 9,72,00,000 Equity Shares of face value Rs. 10/- each at par as
may be determined in accordance with Chapter V of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR
Regulations"), on a Preferential Basis to Non-promoters for cash consideration.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the company
occurred between the ends of financial year to which these financial statements relate on
the date of this report
ANNUAL RETURN
The copy of an Annual Return for the financial year ended 31st March, 2024 as per
section 92(3) of the Companies Act, 2013 is available on the website of the company. And
the link of the website is www.kkrraftondevelopersltd.com
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2023-24, the Company held Eight (8) board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to
while considering the time gap between two meetings.
| S No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
25/05/2023 |
3 |
3 |
| 2. |
10/08/2023 |
3 |
3 |
| 3. |
17/08/2023 |
3 |
3 |
| 4. |
25/08/2023 |
4 |
4 |
| 5. |
06/11/2023 |
4 |
4 |
| 6. |
04/12/2023 |
4 |
4 |
| 7. |
18/01/2024 |
8 |
8 |
| 8. |
13/02/2024 |
8 |
8 |
DETAILS IN RESPECT OF FRAUD:
The Auditor's Report doesn't contain any information in relation to fraud.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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 had 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) The directors had 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 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, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS and REPORT thereon
The Auditors, M/s. GAURANG VORA & Associates, Chartered Accountants, Statutory
Auditor of the company resigned from the company w.e.f 04.12.2023 due to some unavoidable
Circumstances.
Due to Casual Vacancy of Statutory Auditor of the Company, Company held Board Meeting
on 18.01.2024 to appoint M/s. K.M. Chouhan & Associates as statutory Auditor of the
company for 5 years, Subject to approval of the shareholders in the Annual General Meeting
in the Place of M/s. GAURANG VORA & Associates,
There are no qualifications or adverse remarks in the Auditors' Report which require
any clarification/ explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2024 is annexed
herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has given Loans and advances and also made an investment during the year.
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 Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
CHANGE IN DIRECTORSHIP:
Following changes took place in the constitution of Board during the year
| Sr. No Name |
Designation |
Date o fappointme nt |
Date of cessation |
Mode of Cessation |
| 1. RAKESH RAJKUMAR DUTTA |
Independent Director |
04/12/2023 |
|
|
| 2. VINOD KUMAR MISHRA |
Independent Director |
04/12/2023 |
|
|
| 3. ASHOK KUMAR SEWDA |
Additional Director |
04/12/2023 |
|
|
| 4. DINESH KUMAR BIHARILAL SHARMA |
Whole-time Director |
04/12/2023 |
|
|
| 5. NIRALI PRABHATBHAI KARETHA |
Non Executive Director |
04/12/2023 |
|
|
| 6. MANISHBHAI VASANTKUMAR NIRMAL |
Managing Director |
17/08/2023 |
|
|
| 7. TUSHAR SHASHIKANT SHAH |
Director |
04/12/2023 |
|
|
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not fall into the criteria of Section 135 of Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
PARTICULARS OF EMPLOYEES
None of the employees was in receipt of remuneration in excess of limits prescribed
under Section 197(12) and Schedule V of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
CORPORATE GOVERNANCE
The company does not fall into the criteria for corporate governance. Hence the report
on Corporate Governance is not applicable to company.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and
Remuneration Committee comprises of three Non-executive Directors. The table sets out the
composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Rakesh Dutta |
Chairman |
Non-Executive Independent Director |
| Mr. Vinod Kumar Mishra |
Member |
Non-Executive Independent Director |
| Mrs. Nirali P Karetha |
Member |
Non-Executive Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every Director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:
a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated to
the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee
as per provisions of the Act and rules made there under.
REMUNERATION POLICY Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are not paid remuneration by way of Sitting Fees and
Commission. The Non-Executive Directors are not paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit Committee
comprised of three directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition of the Committee:
| Name of the Director |
Position held in theCommittee |
Category of the Director |
| Mr. Rakesh Dutta |
Chairman |
Non-Executive Independent Director |
| Mr. Vinod Kumar Mishra |
Member |
Non-Executive Independent Director |
| Mr. Ashok Kumar Sewda |
Member |
Managing Director |
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Your Board consists of eminent personalities with considerable professional expertise
and credentials in finance, law, accountancy and other related skills and fields. Their
wide experience and professional credentials help the Company for strategy formulation and
its implementation, thereby enabling its growth objectives.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made
thereunder; the company had appointed H. Togadiya & Associates, Company Secretaries to
undertake the Secretarial Audit of the Company for the financial Year ended March 31,
2024. The secretarial Report has been annexed as ‘Annexure - A' to the Directors'
Report.
COST AUDIT
Cost Audit is not applicable to the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and SEBI (LODR) Regulations,
2015 the company has established Vigil Mechanism for directors and employees to report
genuine concerns and made provisions for direct access to the chairperson of the Audit
Committee. Company has formulated the present policy for establishing the vigil mechanism/
Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and
employees, to freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSEL) ACT, 2012:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been attached and forms
part of this report.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
|
FOR & ON BEHALF OF THE BOARD OF DIRECTORS |
| Date: 31.08.2024 |
|
| Place: Ahmedabad |
|
|
Sd/- |
|
ASHOK KUMAR SEWDA |
|
Managing Director |
|