To The Members,
Ksolves India Limited
Your directors are pleased to present the Annual Report of your company together with
the Audited Standalone and Consolidated Financial Statements of your company for the
financial year ended, March 31, 2023.
01 Summary of Financial Results:
Particulars |
Standalone (Amount in Lacs) |
Consolidated (Amount in Lacs) |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Revenue |
7773.83 |
4660.56 |
7893.73 |
4833.38 |
| Expenses |
4514.7 |
2661.63 |
4654.9 |
2791.03 |
| EBITDA |
3299.31 |
2029.03 |
2124.03 |
1240.41 |
| Finance costs |
-- |
-- |
-- |
0.32 |
| Depreciation and amortization expense |
40.18 |
30.09 |
54.73 |
49.07 |
| Profit before tax |
3299.31 |
2029.03 |
3293.96 |
2091.42 |
| Tax Expenses |
812.28 |
485.08 |
821.52 |
502.03 |
Pro t for the year |
2487.03 |
1543.95 |
2472.04 |
1589.39 |
Other Comprehensive Income/(Loss) |
(27.06) |
(12.57) |
(27.06) |
(12.57) |
Total Comprehensive Income for the year |
2459.97 |
1531.38 |
2444.98 |
1576.82 |
02 Performance of your company:
Consolidated Financial Highlights
The audited consolidated financial statement of your company as on 31st March, 2023
prepared in accordance with the Generally Accepted Accounting Principles in India,
relevant applicable regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and provision of Companies Act, 2013 forms part of this Annual report.
The Key Aspect of your company's consolidated financial performance during the
financial year 2022-23 are as follows:
Operational Highlights
The consolidated revenue of the company from Sales is Rs. 7831.16 lacs as compared to
Rs. 4706.86 lacs in the previous year.
Financial highlights
The consolidated profit of the company is Rs. 2444.98 lacs as compared to Rs. 1576.82
lacs in the previous year.
Standalone Financial Highlights: Operational Highlights
TThe standalone revenue of the company from Sales is Rs. 7711.65 lacs as compared to
Rs. 4534.58 lacs in the previous year.
Financial highlights
The standalone profit of the company is Rs. 2459.97 lacs as compared to Rs. 1531.38
lacs in the previous year.
03 Changes in Share Capital
i. Increase in Authorised Capital
During the year under review, there were no changes in the authorized share capital of
the company.
04 Dividend
During the year under review, your company has declared and paid the dividends as
follows: A. Interim Dividend of Rs. 3/- (Rupees Three) per share was declared on
February 22, 2023 B. Interim Dividend of Rs. 4.50/- (Four Rupee and fifty paise)
per share was declared on October 16, 2022 C. Interim Dividend of Rs. 8/- (Rupees
Eight) per share was declared on July 12, 2022.
05 Transfer to Investor Education and Protection Fund (IEPF)
No Funds or shares were required to transferred to Investor Education and Protection
Fund during the year under review.
06 Transfer to Reserves
During the period under review, the Company didn't transfer any amount to reserves.
07 Deposit
During the year under review your company has not accepted any deposits pursuant to the
provisions of Section 73 to 76 of the Companies Act, 2013.
08 Changes in nature of business
There is no significant change made in the nature of the company during the financial
year under review.
09 Material changes and commitment affecting the nancial position of your
Company
There are no material changes and commitments, affecting the financial position of your
Company which has occurred between the end of the financial year of the Company i.e.,
March 31, 2023 and the date of Directors' Report i.e., June 24, 2023.
10 Foreign Exchange Earnings and Out ow
During the year, the total foreign exchange used was Rs. 42.10 lacs and the total
foreign exchange earned was Rs. 5913.04 lacs.
11 Conservation of energy and technology absorption
The details of conservation of energy and technology absorption are not applicable to
the company hence not furnished.
12 Particulars of Holding, Subsidiary and Associate Companies
The Board reviews the affairs of the Company's subsidiaries and associates at regular
intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has
prepared Consolidated Financial Statements of the Company which form part of this Annual
Report. Further, a statement containing salient features of the Financial Statements of
the Company's subsidiary is given in prescribed Form AOC-1, enclosed as Annexure-L which
forms part of this Annual report. The said Form also highlights the financial performance
of the subsidiary company included in the Consolidated Financial Statements.
In accordance with section 136(1) of the Companies Act, 2013, the Financial Statements
of the subsidiary company are available for inspection by the members at the Registered
Office of the Company during business hours on all days except Saturday, Sunday and Public
Holiday. Any person desirous of obtaining said financial statement may write at cs@ksolves.com.
During the year under review, the company has acquired shares equivalent to 100% (100
percent) of the total capital of Ksolves LLC, USA. The effective acquisition had zero debt
as on effective date. Ksolves LLC, USA has become the fully owned subsidiary of the
Ksolves India Limited with effect from June 11, 2021.
13 Risk Management and Internal Control System
Our company is exposed to a range of external as well as internal risks that have a
significant impact on its performance. In order to efficiently manage such risk, the
Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Our robust internal control system, for
minimizing the risk, propels our culture of informed and responsible risk handling for
attaining the organizational objectives with optimum utilization of resources
14 Related Party Transactions
All contracts/transactions entered into by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis.
No material Related Party Transactions, i.e., transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial statements, were entered
during the year by your Company. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Act in Form AOC-2, enclosed as Annexure-M is
not applicable. All Related Party Transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval is obtained for Related Party Transactions for
transactions which are of repetitive nature and entered in the ordinary course of business
and are at arm's length. All Related Party Transactions are subjected to independent
review by a reputed accounting firm to establish compliance with the requirements of
Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
15 Signi cant & material orders passed by the regulators or courts
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
16 Particulars of loans, guarantees or investments
Disclosure on details of loans, guarantees and investments pursuant to the provisions
of Section 186 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are provided in the financial statements.
17 Directors and Key Managerial Personnel
Board of Directors
As on the end of financial year under review, the Board of the Company comprises of Six
(06) Directors; One Managing Director, one Whole-time Director and remaining four being
Independent Directors. As on March 31, 2023, the Board of the company constitutes of the
following directors:
S N |
Name of Director |
DIN Number |
Designation |
| 1. |
Mr. Ratan Kumar Srivastava |
05329338 |
Chairman and Managing Director |
| 2. |
Ms. Deepali Verma |
05329336 |
Whole-time Director |
| 3. |
Ms. Varsha Choudhry |
08969362 |
Independent Director |
| 4. |
Mr. Varun Sharma |
09132886 |
Independent Director |
| 5. |
Ms. Sushma Samarth |
03514831 |
Independent Director |
| 6. |
Mr. Vineet Krishna |
07200342 |
Independent Director |
Note: Mr. Vineet Krishna is appointed as Additional Director (Independent) of the
company with effect from 31st May, 2022 (appointed date) and regularized in the Annual
General Meeting dated August 28, 2022.
During the year under review, the following are the changes that occurred on the Board
of your company:
Name and Designation of Director |
Appointed on (Effective date) |
Resigned on |
| Mr. Vineet Krishna-Independent Director |
May 31, 2022 |
N. A |
Change in Designation
During the year under review, no change in designations occurred in the company.
Key Managerial Personnel
In accordance with the provision of Section 2(51) read with Section 203 of the Act read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on
the date of this report and at the end of the financial year under review, Mr. Ratan
Kumar Srivastava is the Managing Director of the Company, Ms. Manisha Kide is
the Company Secretary, and Compliance Officer of the Company and Mr. Umang Soni is
the Chief Financial Officer of the Company.
During the year under review, there were no changes occurred in the Key Managerial
Personnel of the Company: i. Retire by Rotation - Ms. Deepali Verma
Pursuant to Sections 149, 152, and other applicable provisions of the Companies Act,
2013, one-third of the company directors are liable to retire by rotation. If eligible,
they can offer themselves for the re-appointment. In this Annual General Meeting, Ms.
Deepali Verma (DIN: 05329336), Executive and Whole-time Director of the Company is liable
to retire by rotation and is eligible to offer herself for re-appointment.
ii. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing
Regulations") The Board has adopted a process for evaluating its performance and
effectiveness as well as that of its Committees and carried out an annual evaluation of
its own performance, Board Committees and the Directors individually. The Board and the
Nomination & Remuneration Committee reviewed the performance of the individual
Directors on the basis of the criteria and framework adopted by the Board. The evaluation
criteria included various aspects such as, functionality of Board, compositions, process
& procedures including adequate & timely information, attendance, delegation of
responsibility, decision making, roles & responsibility including monitoring,
benchmarking, feedback relationship with the stakeholders and as provided by the Guidance
Note on Board Evaluation issued by SEBI dated January 05, 2017. In a separate meeting of
the Independent Directors held on January 15, 2023, performance of the Non-Independent
Directors, the Board as a whole and the Chairman was also evaluated, on the basis of
pre-set criterion. During the year, Board Evaluation cycle was completed by the Company
internally which included the Evaluation of the Board as a whole, Board Committees and
Peer Evaluation of the Directors. The Board was satisfied with the contribution of
directors, in their respective capacities and as a team.
ii. Nomination and Remuneration Policy
The policy on nomination and remuneration of Directors, Key Managerial Personnel and
other employees has been formulated in terms of the provision of The Companies act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to
pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the
Company and to harmonize the aspiration of human resources consistent with the goals of
the Company.
The Remuneration Policy has been updated on the website of the Company at https://ww-w.ksolves.com/assets/pdf/5-Policies/6-Nomination-and-Remuneration-Policy.pdf
The statement containing particulars of employees as required under Section 197(12) of the
Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate Annexure-D forming part of this report.
In terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Office of your Company. Any member interested in obtaining a copy of the same
may write to the Company Secretary.
ii. Details of Director's Remuneration
The information relating to remuneration paid to directors as required under Section
197(12) of Companies Act, is given under Annexure-C.
iii. Certificate of Practicing Company Secretary
The Company has obtained a certificate from M/s MSV & Associates, Practicing
Company Secretary, Jaipur stating that none of the Directors on the Board of the Company
have been debarred/ disqualified from being appointed / continuing as Directors of any
company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority,
under Annexure- H.
18 Declaration by Independent Directors
The company has received necessary declaration from the Independent Directors as
required under Section 149(7) of the Companies Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act and that of LODR Regulations.
Independent Directors are in compliance with the Code of Conduct prescribed under Schedule
IV of the Companies Act, 2013.
In the opinion of Board, the Independent Directors of the company possess the
integrity, requisite experience and expertise, relevant for the industry in which the
company operates. Further, all the Independent Directors of the Company have successfully
registered with the Independent Director's Databank of the Indian Institute of Corporate
Affairs. The online proficiency self- assessment test conduct by the said institute is yet
to be passed by them.
19 Meeting of Board of Directors and Compliance with Secretarial Standard
The Board of Directors of the Company met seven (6 ) times during the year i.e., on
15.05.2022, 12.07.2022, 04.08.2022 16.10.2022, 15.01.2023, and 22.02.2023. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013.
The Company has complied with the provisions of Secretarial Standard 1 (relating to
meetings of the Board of Directors) and Secretarial Standard 2 (relating to General
meetings) during the year.
Attendance of Directors during the Board Meeting for FY 2022-23
S N |
Name of Director |
No. of meeting attended |
No. of m eeting eligible to attend/held |
| 1. |
Mr. Ratan Kumar Srivastava |
6 |
6 |
| 2. |
Ms. Deepali Verma |
6 |
6 |
| 3. |
Ms. Varsha Choudhry |
6 |
6 |
| 4. |
Mr. Varun Sharma |
6 |
6 |
| 5. |
Ms. Sushma Samarth |
5 |
6 |
| 6. |
Mr. Vineet Krishna |
5 |
5 |
20 General Meeting
During the period under review, the Annual general meeting of the company was held on
August 28, 2022. There was no Extraordinary general meeting held during the period under
review.
21 Postal Ballot
During the year under review, the company has proposed the agenda for the Migration of
equity shares of the company from Emerge platform of the National Stock Exchange of India
L imited (NSE) to the mainboard of the National Stock Exchange of India Limited (NSE) AND
BSE Limited (BSE) through the postal ballot dated July 14, 2022.
22 Board Committees
With a view to have more focused attention on business and for better governance and
accountability, the Board has the following committees as on March 31, 2023:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The terms of reference of these Committees are determined by the Board and their
relevance reviewed from time to time. Meetings of each of these Committees are convened by
the respective Chairman of the Committee. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review. The
Minutes of the Committee Meetings are sent to all members of the Committee individually
and tabled at the Board Meetings. Following are the details of Board Committees:
Audit Committee
The Audit Committee of the Board of Directors was constituted in conformity with the
requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 as well as Section 177 of the Companies Act, 2013. The terms of reference of the
Audit Committee are as set out in conformity with the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The
composition of the Audit Committee is as on March 31, 2023 as follows:
S. N. |
Name of Director |
Designation |
Nature of Directorship |
| 1. |
Mr. Varun Sharma |
Chairman |
Non-Executive-Independent Director |
| 2. |
Ms. Varsha Choudhry |
Member |
Non-Executive-Independent Director |
| 3. |
Mrs. Deepali Verma |
Member |
Whole time Director |
| 4. |
Mr. Vineet Krishna |
Member |
Non Executive-Independent Director |
Note: The Audit committee was reconstituted on August 04, 2022
Terms of reference of the Audit Committee: i. Oversight of the listed entity's
financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible; ii. Recommendation for
appointment, remuneration and terms of appointment of auditors of the listed entity; iii.
Approval of payment to statutory auditors for any other services rendered by the
statutory auditors; iv. Reviewing, with the management, the annual financial
statements and auditor's report thereon before submission to the board for approval; v.
Reviewing, with the management, the half-yearly financial statements before submission
to the board for approval, with particular reference to;
• matters required to be included in the director's responsibility statement to be
contained in the board's report in terms of clause (c) of sub-section (3) of Section 134
of the Companies Act, 2013;
• changes, if any, in accounting policies and practices and reasons for the same;
• major accounting entries involving estimates based on the exercise of judgment
by the management
• significant adjustments made in the financial statements arising out of audit
findings;
• compliance with listing and other legal requirements relating to financial
statements;
• disclosure of any related party transactions;
• modified opinion(s) in the draft audit report;
vi. Reviewing, with the management, the statement of uses/application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;
vii. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of the audit process;
viii. Approval or any subsequent modification of transactions of the listed entity
with related parties;
ix. Scrutiny of inter-corporate loans and investments;
x. Valuation of undertakings or assets of the listed entity, wherever it is
necessary;
xi. Evaluation of internal financial controls and risk management systems;
xii. Reviewing with the management, performance of statutory and internal
auditors, and adequacy of the internal control systems;
xiii. Reviewing the adequacy of the internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure coverage and frequency of internal audit;
xiv.Discussion with internal auditors of any significant findings and follow up
there on;
xv. The Audit Committee may call for the comments of the auditors about internal
control systems, the scope of the audit, including the observations of the auditors and
review of financial statements before their submission to the Board, and may also discuss
any related issues with the internal and statutory auditors and the management of the
company. xvi. Discussing with the statutory auditors before the audit commences
about the nature and scope of the audit as well as post-audit discussion to ascertain any
area of concern;
xvii. Reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of material nature and reporting the matter to the board;
xviii. Discussion with statutory auditors before the audit commences about the
nature and scope of audit as well as post-audit discussion to ascertain any area of
concern;
xix. The Audit Committee shall have authority to investigate any matter in relation
to the items specified in section 177(4) of the Companies Act 2013 or referred to it by
the Board.
xx. To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
xxi. To review the functioning of the whistle blower mechanism;
xxii. Approving the appointment of the Chief Financial Officer (i.e., the
whole-time finance director or any other person heading the finance function) after
assessing the qualifications, experience and background, etc., of the candidate; and;
xxiii. The audit committee shall oversee the vigil mechanism
xxiv. The audit committee will facilitate KMP/auditor(s) of the Company to be heard
in its meetings
xxv. Carrying out any other function as is mentioned in terms of reference of the
audit committee or containing into SEBI Listing Regulations 2015
Further, the Audit Committee shall mandatorily review the following:
i. Management discussion and analysis of financial condition and results of
operations;
ii. Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
iii. Management letters / letters of internal control weaknesses issued by the
statutory auditors;
iv. Internal audit reports relating to internal control weaknesses; and
v. The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee. vi. Statement of deviations:
• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
• Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors is in conformity
with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as
well as Section 178 of the Companies Act, 2013. The composition of the Nomination and
Remuneration Committee is as on March 31, 2023 is as follows:
S. N. |
Name of Director |
Designation |
Nature of Directorship |
| 1. |
Mr. Vineet Krishna |
Chairperson |
Non-Executive Independent Director |
| 2. |
Ms. Varsha Choudhry |
Member |
Non-Executive Independent Director |
| 3. |
Ms. Sushma Samarth |
Member |
Non-Executive Independent Director |
Terms of reference of the Nomination and Remuneration Committee:
i. Identify persons who are qualified to become directors and may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall evaluate every director's performance;
ii. Formulate the criteria for determining the qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to
the remuneration for directors, KMPs and other employees;
iii. Formulation of criteria for evaluation of the performance of independent
directors and the board of directors;
iv. Devising a policy on diversity of the board of directors;
v. Whether to extend or continue the term of appointment of the independent
director, based on the report of performance evaluation of independent directors; vi. Determine
our Company's policy on specific remuneration package for the Managing Director /
Executive Director, including pension rights;
vii. Decide the salary, allowances, perquisites, bonuses, notice period, severance
fees and increment of Executive Directors;
viii. Define and implement the Performance Linked Incentive Scheme (including ESOP
of the Company), evaluate the performance, and determine the amount of incentive of the
Executive Directors for that purpose.
ix. Decide the amount of Commission payable to the Whole Time Directors;
x. Review and suggest a revision of the total remuneration package of the Executive
Directors, keeping in view the performance of the Company, standards prevailing in the
industry, statutory guidelines etc.; and
xi. To formulate and administer the Employee Stock Option Scheme
Stakeholder Relationship Committe
The Company has constituted a Stakeholders' Relationship Committee pursuant to
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The composition of
Stakeholders' Relationship Committee as on March 31, 2023 is as follows:
S. N. |
Name of Director |
Designation |
Nature of Directorship |
| 1. |
Ms. Sushma Samarth |
Chairman |
Non-Executive, Independent Director |
| 2. |
Mr. Varun Sharma |
Member |
Non-Executive, Independent Director |
| 3. |
Mr. Ratan Kumar Srivastava |
Member |
Chairman & Managing Director |
Note: The committee was further reconstituted with effect from May 15, 2022. Terms
of reference of Stakeholders' Relationship Committee: i. Allotment, transfer of
shares including transmission, splitting of shares, changing joint holding into single
holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost
or defaced or where the space at the back for recording transfers has been fully utilised ii.
Issue of duplicate certificates and new certificates on split/consolidation/renewal,
etc.; iii. Review the process and mechanism of redressal of Shareholders'
/Investor's grievances and suggest measures for improving the system of redressal of
Shareholders' /Investors' grievances. iv. Non-receipt of share certificate(s),
non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt
of the annual report and any other grievance/ complaints with Company or any officer of
the Company arising out in the discharge of his duties. v. Oversee the performance
of the Registrar & Share Transfer Agent and also review and take note of complaints
directly received and resolved them. vi. Oversee the implementation and compliance
of the Code of Conduct adopted by the
Company for the prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Prohibition of insider Trading) Regulations,
2015 as amended from time to time. vii. Any other power specifically assigned by
the Board of Directors of the Company from time to time by way of a resolution passed by
it in a duly conducted Meeting, and viii. Carrying out any other function contained
in the equity listing agreements as and when amended from time to time.
Corporate Social Responsibility Committee
The Company has constituted a Corporate Social Responsibility Committee pursuant to
provisions of Section 135 of the Companies Act, 2013. The composition of Corporate Social
Responsibility Committee as on March 31, 2023 is as follows:
S. N. |
Name of Director |
Designation |
Nature of Directorship |
| 1. |
Ms. Deepali Verma |
Chairman |
Whole-time Director |
| 2. |
Ms. Varsha Choudhry |
Member |
Non-Executive, Independent Director |
| 3. |
Mr. Vineet Krishna |
Member |
Non-Executive, Independent Director |
Note: The committee was further reconstituted with effect from May 31, 2023.
23 Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
of March 31, 2021, is available on the Company's website at https://www.ksolves.com/assets/pdf/annual-report/2021-23.pdf
24 Directors' Responsibility Statement
Your Company's Directors make following statement in terms of sub-section (5) of
Section 134 of the Act, which is to the best of their knowledge and belief and according
to the information and explanations obtained by them: i.That in the preparation of
the annual financial statements for the year ended
March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
ii.That such accounting policies, as mentioned in the Financial Statements as
‘Significant
Accounting Policies' have been selected and applied consistently and judgments and
estimates have been made 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, 2023 and of the profit of the
Company for the year ended on that date
iii.That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; That the annual financial statements have been prepared on a going concern
basis That proper internal financial controls were in place and that the financial
controls were iv.
v.adequate and were operating effectively That proper systems to ensure compliance
with the provisions of all applicable laws
vi.were in place and were adequate and operating effectively
25 Auditors
i. Statutory Auditors
TThe members at the 6th Annual General Meeting held on April 29, 2020 appointed M/s A Y
& Co., Chartered Accountants, Jaipur, having FRN: 020829C as Statutory Auditors of the
Company until the Conclusion of the Annual General Meeting of the Company for the year
ended March 31, 2024. The requirement of seeking ratification of appointment of Statutory
Auditors at every AGM is not no more required pursuant to amendment brought by the
Companies Amendment Act, 2017.
ii. Auditors Report
The report of the Statutory Auditors along with Notes to Accounts is enclosed to this
report. The observations made in the Auditors Report are self-explanatory and therefore do
not call for any further comments. There is no fraud reported by the Auditors of the
company. iii. Secretarial Auditor
Change in Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014, the company has appointed M/s. Sharma
Vivek & Associates, Practicing Company Secretary (PCS), Jaipur, to carry out the
Secretarial Audit of the company. But due to the mandatory requirement of peer review of
PCS firm, M/s. Sharma Vivek & Associates, Practicing Company Secretary resigned from
the position of secretarial auditor for FY 2022-23 and thus the company has appointed M/s
MSV and Associates, Jaipur as the Secretarial Auditors of the company for financial year
2022-23. The Report of the Secretarial Audit for F.Y. 2022-23 is attached herewith as
Annex-ure-B. There are no qualifications, observations or adverse remark or disclaimer in
the said report.
iv. Internal Auditor
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
RSAV & Co., Chartered Accountants, Noida have been appointed as an Internal Auditors
of the Company for Financial Year 2022-23. During the year, the Company continued to
implement their suggestions and recommendations to improve the control environment. Their
scope of works includes, Review of the accuracy and reliability of the Corporation
accounting records and financial reports, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths, opportunities for
cost saving and recommending company for improving cost efficiencies.
26 Report on Corporate Governance
In terms of regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a report on Corporate Governance along with Compliance Certificate
issued by Company Secretary in Practice in terms of Part E of schedule V of the said
regulations of the Company forms part of this Annual Report and marked and annexed as Annexure-J.
27 Management Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review, is presented in
a separate section forming part of the Annual Report and is annexed herewith as "Annexure
E".
28 Vigil Mechanism and Whistle Blower Policy
The Company has constituted an audit committee; therefore, it is also mandatory for
such a committee to operate the vigil mechanism, and if any of the members of the
committee have a conflict of interest in a given case, they should rescue themselves and
the others on the committee would deal with the matter on hand, to whom other directors
and employees may report their concerns. It provides an adequate safeguard against
victimisation of employees and directors who avail of the vigil mechanism and offers
direct access to the chairperson of the Audit Committee or the director nominated to play
the role of the audit committee, as the case may be, in exceptional circumstances. The
existence of the mechanism may be appropriately communicated within the organisation. The
detailed Vigil Mechanism and Whistle Blower Policy is available on the website of company
on the following link
https://www.ksolves.com/assets/pdf/5-Policies/11.Vigil-Mechanism-and-Whistle-Blower-Policy.pdf
29 Reporting on Sexual Harassment
There was no case filled during the year, under the sexual harassment of women at
workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures
that there is a healthy and safe atmosphere for every women employee at the workplace and
made the necessary policies for staff and secure environment for women employee.
No. of complaints led during the nancial year |
No. of complaints disposed of during the nancial year |
No of Complaints pending as on end of the nancial year |
| Nil |
Nil |
Nil |
30 Business Responsibility Report
The regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandates the inclusion of Business Responsibility Statement
("BRR") for top 1,000 listed companies based on market capitalization. Your
Company has commented on the sustainability initiatives and partnerships in the Business
Responsibility Report in line with the points in the "National Voluntary Guidelines
on Social, Environmental and Economic Responsibilities of Business" framed by the
Ministry of Corporate Affairs. The Business Responsibility Report forms part of this
Annual Report and marked and annexed as Annexure-I
31 Equal Employment Opportunities
Being an equal opportunity employer, the company will do its utmost to ensure that all
of its employees are treated fairly during the period of their employment irrespective of
their race, religion, sex (including pregnancy), color, creed, age, national origin,
physical or mental disability, citizenship status, ancestry, marital status, veteran
status, political affiliation, or any other factor protected by law. All decisions
regarding employment will be taken based on merit and business needs only.
32 Policy on Code of Conduct and Ethics
Being a SME listed Company exemption has been provided to the Company from formulating
of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board
of Directors has formulated and adopted Code of Business Conduct Ethics for Director &
Senior Management Executive policy. As an organization your Company places a great
importance in the way business is conducted and the way each employee performs his/her
duties. Your Company encourages transparency in all its operations, responsibility for
delivery of results, accountability for the outcomes of our actions, participation in
ethical business practices and being responsive to the needs of our people and society.
Towards this end, your Company has laid down a Code of conduct applicable to all the
employees of your Company and conducted various awareness sessions across the Company. The
Code provides for the matters related to governance, compliance, ethics and other matters.
In this regard certificate from Managing Director as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by
the Board and the same is attached herewith as per Annexure – F.
The detailed Code of Business Conduct Ethics for Director & Senior Management
Executive policy is available on the below link:
https://www.ksolves.com/assets/pdf/5-Policies/4-Code-of-Conduct-for-Director-and-Senior-Executives.pdf
33 Maintenance of Cost Records
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013 is not applicable to the company having
regards to the nature of the Company's business/ activities
34 Corporate Social Responsibility
The CSR initiatives of the Company were under the thrust areas of health & hygiene,
education, water management and enhancement of vocational training. The key objective is
to provide providing food, cloth for eradicating hunger, poverty and malnutrition,
contribute and support to financially weak people and provide training to children on case
to case basis. The Company's CSR Policy statement and annual report on the CSR activities
undertaken during the financial year 2022-23 in accordance with Section 135 of the
Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) is set out in the Annexure A to this report.
35 MD and CFO Certi cation
In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO
has certified to the Board of Directors of the Company with regard to the financial
statements and other matters specified in the said regulation for the financial year
2021-22. The certificate received from CFO is attached herewith as per Annexure –
G.
36 Listing Fees
The Company affirms that the annual listing fees for the year 2022-23 to The National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE) has been duly paid.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no such instances and no settlements have been done with banks or financial
institutions.
37 Appreciation & Acknowledgement
The Board wishes to place on record their sincere appreciation to all the Ksolvian and
acknowledge with gratitude for the efforts made by them, in for adopting the Vision,
Mission and values of the Company. The board immensely thank all the Departments of
Central and State Governments, Tax Authorities, Banks, Ministry of Corporate Affairs,
Securities and Exchange Board of India, The National Stock Exchange of India Limited (NSE)
, BSE Limited (BSE) and other governmental bodies and look forward to their continued
support in near future. The board also places on record deep sense of appreciation and co-
operation extended by bankers, shareholders, investors and all other stakeholders, other
bodies or agencies for their continued and consistent support to the company during the
year.
Place: Noida |
For and on behalf of the Board of Directors |
Date: June 24, 2023 |
|
|
Chairman and Managing Director |
|
Ratan Kumar Srivastava |
|
DIN: 05329338 |
|