|
To,
The Members, Kshitij Polyline Limited
Your Directors are hereby presenting the 17th Directors
Report of the Company together with the Audited Statement of Accounts for the financial
year ended March 31, 2025.
1. FINANCIAL STATEMENTS & RESULTS: a) Financial Results-
The Company's standalone financial performance during the year ended
March 31, 2025, as compared to the previous financial year, is summarized as below:
(Amount in Lakhs)
Particulars |
Standalone |
|
|
2024-2025 |
2023-2024 |
| Income |
3,238.00 |
3,998.32 |
| Less: Expenses |
(4,185.34) |
(4,049.45) |
| Profit / (Loss) before Tax |
(947.34) |
(51.13) |
| Less: Provision for Tax |
|
|
| Current Tax |
- |
- |
| Deferred Tax |
17.23 |
5.10 |
| Income Tax of earlier years w/off |
Nil |
Nil |
| Exceptional Income |
Nil |
Nil |
| Exceptional Expenditure |
Nil |
Nil |
| Profit After Tax |
(930.11) |
(56.23) |
Total Income |
(928.42) |
(55.51) |
APPROPRIATION:
| Interim Dividend |
Nil |
Nil |
| Final Dividend |
Nil |
Nil |
| Tax on distribution of dividend |
Nil |
Nil |
| Transfer of General Reserve |
Nil |
Nil |
Balance carried to Balance sheet |
(928.42) |
(55.51) |
The Consolidated Financial Statements for the financial year ended
March 31, 2025 forms part of the Annual Report. As per the provisions of Section 136 of
the Companies Act, 2013, the Company has placed separate Audited accounts of the Company
on its website: https://www.kshitijpolyline.co.in/financial-information.html
b) STATE OF COMPANY AFFAIRS:
During the Financial Year ended March 31, 2025, the Company's
total Revenue from operations is INR 3,238 Lakhs as against 3,998.32 Lakhs in the
corresponding previous Financial Year ended March 31, 2024.
The Profit/(Loss) after tax for the Financial Year ended March 31,
2025, is INR (930.11) Lakhs as against INR (56.23) Lakhs in the corresponding previous
Financial Year ended March 31, 2025. c) NATURE OF BUSINESS AND ANY CHANGES THEREIN:
The Company continues to be engaged in the business of manufacturing,
supplying, distributing, and exporting of Lamination Equipment and Stationery Products,
offering a diverse range of high-quality products designed to meet the needs of various
industries. Our product portfolio includes Binding Materials, Lamination Materials, OHP
Sheets, Neck Lanyards, Badge Clips, Card Holders, Plastic Files & Folders, Industrial
Plastic Sheets, and more. We provide products in various sizes and colors, catering to
both standard and customized requirements.
Our offerings include Classic Ring Binders, Plastic Files, Spiral
Binding Sheets, and Personalized Screen-Printed Lanyards. We also specialize in Metal Clip
Fittings, File Folder Accessories, and Industrial Plastic Sheets, including Polypropylene
and PET Sheets.
There has been no change in the nature of business of the Company
during the year under review.
d) DIVIDEND:
With a view to conserve the available resources, your directors have
thought it is prudent not to recommend any dividend for the financial year.
e) TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve Account
during the financial year under review.
f) UNPAID DIVIDEND & IEPF:
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF;
established by the Government of India, after completion of seven years. Further,
according to the IEPF Rules, the shares on which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more shall also be transferred to the
demat account of the IEPF Authority.
However, your Company did not have any funds lying unpaid or unclaimed
for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds
or shares which were required to be transferred to the Investor Education and Protection
fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
g) CORPORATE ACTIONS
During the financial year, the Company completed a Right Issue of
Equity Shares of 3,83,48,146 (Three Crore Eighty Three Lakhs Forty Eight Thousand One
Hundred Forty Six) equity shares of face value 2/- each issued at a premium of 4.40 per
share, aggregating to 24,54,28,134/- (Rupees Twenty Four Crore Fifty Four Lakhs Twenty
Eight Thousand One Hundred Thirty Four Only). The issue was offered to all existing
shareholders in the ratio of 4 (Four) new equity share for every 5 (Five) equity shares
held as on the record date.
The Board of Directors, after obtaining necessary approvals, allotted
the said shares to the eligible shareholders.
The proceeds from the Right Issue have been utilized for the purposes
for which the issue was raised, in accordance with the terms of the offer.
h) REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:
The performance and financial position / salient features of the
financial statement of each of the subsidiaries, associates and joint venture companies
for the year ended March 31, 2025, and also the details of companies which have become or
ceased as subsidiary, associates and joint ventures, during the year under review, if
applicable, is given in Form AOC-1 and is attached and marked as eANNEXURE
If and forms part of this Report.
The detailed policy for determining material subsidiaries as approved
by the Board is uploaded on the Company's website and can be accessed by the
web-link: https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
i) DEPOSITS:
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the
Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with Chapter V of the Act is not
applicable.
j) LOAN FROM DIRECTORS OR DIRECTORfS RELATIVE:
During the financial year 2024-2025, the Company has not borrowed any
amount from the Directors or their relatives.
k) CORPORATE SOCIAL RESPONSIBILITY (CSRf):
During the financial year 2024-2025, the provisions of Section 135 of
the Companies Act, 2013 were not applicable to the Company i.e., the Company was not
liable to / obligated to spent the amount towards CSR for the period under review and
hence disclosures related to the same are not applicable.
l) PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All the related party transactions/contracts/arrangements that were
entered into by the Company during the year under review were on an arm's length
basis and were in compliance with the applicable provisions of the
Act and were in the ordinary course of business.
The details of transactions which were material are furnished in Form
AOC-2 and are attached as Annexure II and forms part of this report.
There are no materially significant related party transactions entered
into by the Company with its Promoters,
Directors, KMP's, or Senior Management Personnel that may have a
potential conflict with the interest of the
Company at large.
All related party transactions as required under AS-18 are reported in
the notes to the financial statement of the Company.
All related party transactions were placed before the Audit Committee
for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseen and of a repetitive nature.
The Company has developed a Policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions and the policy on
Related Party Transactions as approved by the Board is uploaded on the website of the
Company and the web link: https://www.kshitijpolyline.co.in/policies.html
m) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014
in respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo etc. are as mentioned below:
(A) Conservation of energy:
Steps taken or impact on
conservation of energy. |
The operations of the Company
do not involve high energy consumption. However, the Company has for many years been
laying great emphasis on the Conservation of Energy and has taken several measures
including regular monitoring of consumption, implementation of viable energy saving
proposals, improved maintenance of systems etc. |
Steps taken by the company
for utilizing alternate sources of energy. |
None |
Capital investment in
energy conservation equipment (B) Technology absorption: |
Nil |
Efforts made towards
technology absorption Benefits derived like product improvement, cost reduction,
product development or import substitution |
None |
In the case of imported technology
(imported during the last three years reckoned from the beginning of the financial year): |
|
|
Details of technology imported |
None |
Year of import |
Not Applicable |
Whether the technology has been fully
absorbed |
Not Applicable |
If not fully absorbed,
areas where absorption has not taken place, and the reasons thereof |
Not Applicable |
Expenditure incurred on
Research and Development |
Nil |
(C) Foreign exchange earnings and Outgo-
Further, the details pertaining to Foreign Exchange Earnings and Outgo
are tabled below:
Particulars |
April 01, 2024, to March
31, 2025 |
April 01, 2023, to March
31, 2024 |
|
[Current F.Y.] |
[Previous F.Y.] |
|
Amount in Rs. |
Amount in Rs. |
Actual Foreign Exchange earnings |
NIL |
NIL |
Actual Foreign Exchange outgo |
NIL |
NIL |
n) ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013, the copy of Annual Return of the company as on March 31, 2025 is
placed on the website of the company at the following web address:
https://www.kshitijpolyline.co.in/financial-information.html
o) PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE,
OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of Loans granted, Guarantees given, and Investments made during
the year under review, covered under the provisions of Section 186 of the Act, are given
in notes to the financial statements in the Annual Report.
p) DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:
There are no material changes or commitments affecting the financial
position of the Company, subsequent to the close of the Financial Year 2024-2025 till the
date of this Report.
q) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has its internal financial control systems commensurate
with the size and complexity of its operations, to ensure proper recording of financials
and monitoring of operational effectiveness and compliance of various regulatory and
statutory requirements. The management regularly monitors the safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records including timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and
efficiency of the internal financial control systems and procedure to ensure that all the
assets are protected against loss and that the financial and operational information is
accurate and complete in all respects. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Company.
2. SHARE CAPITAL: a) Authorized Share Capital:
As on March 31, 2025, the authorized share capital of the Company was
INR. 20,00,00,000/- divided into 10,00,00,000 equity shares of INR. 2 each.
b) Issued, subscribed and paid-up share capital:
The issued, subscribed, and paid-up share capital of the Company is
INR. 17,80,00,952 (Rupees Seventeen Crore Eighty Lakhs Nine Hundred and Fifty-Two Only) as
of March 31, 2025, comprising of 8,90,00,476 (Eight Crore Ninety Lakhs Four Hundred and
Seventy-Six Only) Equity Shares of Rs. 2 each fully paid-up.
3. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 AND
SECRETARIALSTANDARD- 2:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India with respect to Meetings of the Board of
Directors and General Meetings.
4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Board
of Directors-
The Board of Directors of Kshitij Polyline Limited is a balanced one
with an optimum mix of Executive and Non-Executive Directors. They show active
participation at the board and committee meetings, which enhances transparency and adds
value to their decision making. The Board of the Company is headed by an Executive
Chairperson. The Chairperson takes the strategic decisions, frames the policy guidelines,
and extends wholehearted support to Executive Directors, business heads and associates.
Below are the changes in the composition of the Board during F.Y.
2024-2025 and up to the publication of this Annual Report:
i) Appointment:
Mr. Rajesh Pherwani was appointed as a Non-Executive Independent
Director w.e.f. May 6, 2025 ii) Details of the Directors who resigned during the year:
Mrs. Manisha Choradia, the Non - Executive Director of the Company,
resigned w.e.f. January 6, 2025.
Further, the composition of the Board of Directors is in due compliance
with the Companies Act, 2013 (the Act') and
SEBI Listing Regulations.
As of March 31, 2025, the Board of the Company comprises 6 Directors
out of which 1 is Executive Director, 1 is Non- Executive Director, 1 is Whole Time
Director and 3are Independent Directors.
None of the directors of the company are disqualified under the
provisions of the Act.
iii) Retirement by rotation-
In accordance with the provisions of the Act, none of the Independent
Directors are liable to retire by rotation.
The said Director is not disqualified from being re-appointed as a
Director of a Company as per the disclosure received from him pursuant to Section 164 (1)
and (2) of the Companies Act, 2013.
iv) Key Managerial Personnel-
a) During the year under review, the changes in the Key Managerial
Personnel (KMPs) are as follows:
Name |
Designation |
Date of Change |
Mrs. Sarita Dharamdas Khamwani |
Company Secretary and
Compliance Officer |
Appointed w.e.f May 30, 2025
and resigned on 1st August 2025 |
Nikita Dhaval Mehta |
Company Secretary and
Compliance Officer |
appointed w.e.f. June 18,
2024, and Resigned w.e.f. 29 May 2025 and re-appointed on 7th August 2025. |
As on the date of publishing this Annual Report, the Company had below
mentioned Key Managerial Personnel
(KMP'):
| Mahendra Kumar Jain |
Chief Financial Officer |
| Vineeta Jain |
Whole Time Director |
| Sarita Dharamdas Khamwani |
Company Secretary and Compliance Officer |
b) Declaration by Independent Directors-
The Company has duly complied with the definition of
Independence' according to the provisions of Section 149(6) of, read along with
Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation
16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 (as amended).
All the Independent Directors have submitted a declaration that he/she
meets the criteria of independence and submits the declaration regarding the status of
holding other directorship and membership as provided under law.
The Independent Directors have also confirmed that they have complied
with the Company's code of conduct for
Board and Senior Management as per Regulation 26(3) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
The Independent Directors affirmed that none of them were aware of any
circumstance or situation which could impair their ability to discharge their duties in an
independent manner.
c) Evaluation by Independent Director
In a separate meeting of Independent Directors held on May 30, 2025,
performance of non-independent directors, performance of the Board as a whole and
performance of the Chairperson was evaluated, considering the views of executive director.
d) Disqualification of Directors:
During the financial year 2024-2025 under review, the Company has
received Form DIR-8 from all Directors as required under the provisions of Section 164(2)
of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014.
Further, the Company has also taken a certificate of
non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C
clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015) which is enclosed with the annual report.
e) Remuneration / Commission drawn from Holding / Subsidiary Company-
None of the Directors have drawn any remuneration or commission from
subsidiary companies of Kshitij Polyline Limited.
5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a)
Board Meetings:
Details of the meetings of the Board of Directors held during the year
under review and the Attendance of Directors thereof forms part of the Corporate
Governance Report forming part of the annual report.
Gap between two Board meetings during the year under review did not
exceed one hundred and twenty days. A requisite quorum was present for all the meetings.
The attendance of the Board members at the Board meetings held during
the year forms part of the corporate governance report forming part of the annual report.
b) Audit Committee:
The Audit Committee of Board of Directors is constituted pursuant to
the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities
Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations,
2015. The composition of the Audit Committee as on the year ended March 31, 2025, forms
part of the Corporate Governance Report forming part of the Annual Report.
All members of the Audit Committee have the requisite qualification for
appointment on the Committee and possess sound knowledge of finance, accounting practices
and internal controls.
The Company Secretary of the Company acts as a secretary to the
Committee.
The details of the meetings of the Audit Committee held during the year
under review and the attendance of the members thereof forms part of the Corporate
Governance Report forming part of the annual report.
During the financial year under review, the Board of Directors of the
Company accepted all the recommendations of the Audit Committee.
c) Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Board of Directors is
constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The composition of the Nomination and Remuneration
Committee as on the year ended March 31, 2025, forms part of the Corporate Governance
Report forming part of the annual report.
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for
determining qualifications, positive attributes, independence of a Director, and policy
relating to selection and remuneration for Directors, Key Managerial Personnel and Senior
Management Employees.
Minimum Qualification, Positive Attributes, Independence, and
Experience are the major criteria defined in the policy framed for appointment of and
payment of remuneration to the Directors of the Company.
The Nomination and Remuneration Policy of the Company pursuant to
provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the
website of the Company at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html.
The details of the meetings of the Nomination & Remuneration
Committee held during the year under review and attendance of each member thereof forms
part of the Corporate Governance Report forming a part of the annual report.
d) Stakeholder Relationship Committee:
The Stakeholder & Relationship Committee of the Board of Directors
was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013
and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder
Relationship Committee as on the year ended March 31, 2025, forms part of the Corporate
Governance Report forming part of the annual report.
The Company Secretary of the Company acts as the Secretary of the
Stakeholders' Relationship Committee.
The details of the meetings of the Stakeholders' Relationship Committee
held during the year under review and attendance of each member thereof forms part of the
Corporate Governance Report forming part of the annual report.
e) Meeting of Independent Directors
In compliance with Schedule IV to the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Independent Directors held their separate meeting on May 30, 2025, without the
attendance of non-independent directors and members of management, inter alia, to discuss
the following:
Review the performance of non-independent directors and the Board as a
whole.
To consider and review the performance of the Chairperson of the
Company, taking into account the views of Executive Directors and Non-Executive Directors
To assess the quality, quantity and timeliness of flow of information
between the Company management and the Board.
To ensure compliance of Schedule IV of the Companies Act, 2013 on
"Code for Independent Directors
.
All independent directors were present at the meeting, deliberated on
the above and expressed their satisfaction.
f) Vigil Mechanism for the Directors and Employees:
The Board of Directors of the Company have, pursuant to the provisions
of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for
Directors and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on the raising of concerns of
any violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc.
The employees of the Company have the right/option to report their
concerns/grievances to the Chairman of the Board of Directors and it also It provides
direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine
whistle-blowers are accorded with complete protection from any kind of unfair treatment or
victimization.
The Company is committed to adhering to the highest standards of
ethical, moral, and legal conduct of business operations.
The said policy is also available on the website of the Company at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
g) Annual Evaluation of Directors, Committee and Board as a whole:
Pursuant to the provisions of the Section 134(3)(p) of the Companies
Act, 2013 read with Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014, the Board has
carried out the formal annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various Committees and the
working of the Board as whole. The evaluation exercise was carried out on various aspects
of the Boards functioning such as composition of the Board & committees, experience
& competencies, performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation has been carried out has been
explained below:
Performance Evaluation criteria: Separate exercise was carried out to
evaluate the performance of individual Directors including the Chairman by the Nomination
and Remuneration committee as per the structured mechanism who were evaluated on following
parameters / criteria:
Participation and contribution by a director,
Commitment (including guidance provided to senior management outside of
Board / Committee meetings),
Effective deployment of knowledge and expertise,
Effective management of relationship with stakeholders,
Integrity and maintenance of confidentiality,
Independence of behavior and judgment,
Observance of Code of Conduct, and
Impact and influence
In the opinion of the Board, Independent Directors of the Company
possess the necessary expertise, integrity, experience, and proficiency in their
respective fields. Further, all Independent Directors have confirmed that they have
registered with the data bank of Independent Directors maintained by; and are either
exempt or have completed the online proficiency self -assessment test conducted by; the
Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150
of the Act.
6. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a) Statutory auditor & audit report for the year ended March 31,
2025-
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, shareholders at their Annual General
Meeting held on September 26, 2024, had approved the appointment of M/s. VRCA &
Associates (Firm Registration No.: 104727W), Chartered Accountants as the Statutory
Auditors of the Company for the term of 5 (Five) financial years from F.Y. 2023-24 till
the conclusion of the Annual General Meeting of the Company to be held for the year
2028-29.
The Auditor's Report does not contain any qualification,
reservation, adverse remark, or disclaimer requiring explanation.
b) Observations of Statutory auditors on accounts for the year ended
March 31, 2025:
The observations / qualifications / disclaimers made by the Statutory
Auditors in their report for the financial year ended March 31, 2025, read with the
explanatory notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
c) Secretarial audit report for the year ended March 31, 2025:
Provisions of Section 204 and Section 134(3) of the Companies Act, 2013
read with Regulation 24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial
Audit Report from Practicing Company Secretary. The Board has appointed M/s. Ronak
Jhuthawat and Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the
Company for five years starting from FY 2025-2026.
The secretarial audit report issued by M/s. Ronak Jhuthawat and Co.,
Practicing Company Secretaries, in Form MR-3 for the financial year 2024-25, forms
part of the Directors Report as "ANNEXURE III".
The Management Responses to the observations of the Secretarial Auditor
are as follows:
Sr No. |
Observations |
Management Response |
1 |
The outcome of the Board
Meeting held on May 29, 2024, which concluded at 01:20 A.M. on May 30, 2024, was submitted
to the stock exchange at 02:01 A.M. This amounts to a delay of approximately 12 minutes,
thereby constituting a technical non-compliance with Regulation 30(6) of SEBI (LODR)
Regulations, 2015. |
It was an inadvertent delay,
and the Company will ensure to file the same within prescribed due dates going forward. |
2. |
The Company has a Structured
Digital Database in place. However, instances/events of Unpublished Price Sensitive
Information (UPSI) disseminated in the reporting period have not been captured in the
Structured Digital Database. |
The Board has taken note of
the same and steps are being initiated to strengthen the system to ensure full compliance
going forward. |
3. |
The Company intimated the
stock exchange on June 11, 2024, at 3:50 PM regarding the fixation of June 18, 2024, as
the record date for its rights issue, thereby providing only 5 clear working days' notice
instead of the minimum 7 clear working days as mandated under Regulation 42(2) of SEBI
(LODR) Regulations, 2015. This constitutes a non-compliance with the said regulation. |
This constituted an
inadvertent non-compliance with the aforesaid regulation. The Company has taken note of
the same and has put in place necessary internal checks and processes to ensure that such
non-compliance does not recur in the future. |
4. |
The Company held a Board
Meeting on June 13, 2024, to consider and approve the ratio, price, and schedule of the
proposed Rights Issue. However, no prior intimation of the said meeting was given to the
stock exchange(s), thereby resulting in non-compliance with Regulation 29(1)(d) of SEBI
(LODR) Regulations, 2015, which requires at least two clear working days' prior intimation
for Board meetings considering capital structure proposals, including Rights Issues. |
This constituted an
inadvertent non-compliance with the aforesaid regulation. The Company has taken note of
the same and has put in place necessary internal checks and processes to ensure that such
non-compliance does not recur in the future. |
5. |
The Board of Directors, at
its meeting held on June 18, 2024, approved the Rights Issue and issuance of the Letter of
Offer. However, the related newspaper publication, as required under Regulations 30 and 47
of the SEBI (LODR) Regulations, 2015, was submitted to the stock exchange on June 22,
2024, resulting in a delay of four days. Since the Letter of Offer is a material event,
its newspaper publication falls within the ambit of disclosure under Regulation 30 read
with Schedule III, and timely publication under Regulation 47. |
It was an inadvertent delay,
and the Company will ensure to file the same within prescribed due dates going forward. |
6. |
There has been a deviation in
the utilization of funds raised through the rights issue during the reporting period,
indicating that the company has not complied with the terms and conditions stated in the
prospectus. Furthermore, the company has failed to adhere to the requirements prescribed
under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. |
The Board has taken note of
the same and necessary steps are being taken to ensure compliance and proper monitoring in
future. |
d) Internal Auditor:
M/s. Valawat & Associates, Chartered Accountants, were appointed as
the Internal Auditor of the Company for the financial year 2024-2025 based on the
recommendation of the Audit Committee of the Company.
e) Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to
time, the Company is not required to appoint a Cost Auditor.
f) Maintenance of cost records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Company is not required to maintain Cost Records under said Rules.
g) Reporting of frauds by statutory auditors under section 143(12)-
There were no incidents of fraud reporting by Statutory Auditors of the
Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
7. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL-
No orders have been passed by any Regulator or Court or Tribunal which
could have impact on the going concern status and the Company's operations in future.
b) RISK MANAGEMENT POLICY:
The Company has a risk management framework in place for identification
and management of risks including identifying, assessing, monitoring, and mitigating
various key business risks. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
c) DIRECTORfS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended March 31, 2025, the
Board of Directors hereby confirms that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, b. such accounting policies have been selected and applied consistently and
the Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as March 31, 2025, and of the
profit/loss of the Company for that year, c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going
concern basis,
e. They have laid down Internal financial controls for ensuring the
orderly and efficient conduct of its business, including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information and, f. proper systems have been devised to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively,
d) DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, the Company has established an
Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to
create and maintain an atmosphere in which employees can work together without fear of
sexual harassment and exploitation. Every employee is made aware that the Company is
strongly opposed to sexual harassment and that such behavior is prohibited both by law and
the Company.
The following is the summary of Sexual Harassment complaints received
and disposed of during the year 2024-2025.
| No. of Complaints Received |
NIL |
| No. of Complaints Disposed off |
NIL |
| No. of cases pending for more than 90 days |
NIL |
The Company has submitted its Annual Report on the cases of Sexual
Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of
the aforesaid Act and Rules framed thereunder.
e) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013-
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013-
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
g) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013-
As per provisions of Section 62(1)(b) of the Act read with Rule 12(9)
of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable
Regulations, no equity shares were issued under the Employees Stock Option Scheme during
the financial year.
h) DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014
The company is in compliance with the provisions relating to the
Maternity Benefits Act, 1961.
i) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013-
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished. j) DISCLOSURE OF PROCEEDINGS PENDING OR
APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016-
No application was filed for corporate insolvency resolution process,
by a financial or operational creditor or by the company itself under the IBC before the
NCLT.
k) DISCLOSURE OF REASON FOR THE DIFFERENCE BETWEEN VALUATION DONE AT
THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT-
There were no instances of one-time settlement with any Bank or
Financial Institution.
l) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014-
The particulars of remuneration to directors and employees and other
related information required to be disclosed under Section 197 (12) and sub rule 1 of rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the
Companies Act, 2013 and the Rules made thereunder are given in Annexure IV to this
Report.
As per the provisions of Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees are provided in the prescribed format and appended as Annexure
IV to this report.
Further the Company has no employee who is in receipt of remuneration
either:
1. INR. 8,50,000/- per month or INR 1,02,00,000/- per annum or
2. Who receives in aggregate, in excess of that drawn by the Managing
Director or Whole Time Director of the Company and holds by himself/herself along with his
spouse and dependent children not less than 2% of the equity shares of the Company.
m) MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is furnished as Annexure V.
n) CORPORATE GOVERNANCE-
Your Company is committed to maintaining the highest standards of
corporate governance. We believe sound corporate governance is critical to enhance and
retain investor trust. Our disclosures seek to attain the best practices in corporate
governance. The Board considers itself a trustee of its shareholders and acknowledges its
responsibilities towards them for the creation and safeguarding of their wealth. In order
to conduct business with these principles, the company has created a corporate structure
based on business needs and maintains a great degree of transparency through regular
disclosures with a focus on adequate control systems.
As per provisions of Regulation 15 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the
Financial Year 2024-2025 is presented as Annexure VI to this Report. o) SEBI
COMPLAINTS REDRESSAL SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based
complaints redressal system. The salient features of this system are a 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 is 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 the
financial year 2024-2025.
p) CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:
Pursuant to Regulation 46(2)(f) the Board has framed the policy
containing the criteria for making the payments to non-executive directors.
The policy is available on the website at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
q) INSIDER TRADING:
The Board, in consultation with the Stakeholder's Relationship
Committee, has laid down the policy to regulate and monitor Insider Trading in the
Company. The Committee regularly analyses the transactions and monitors them to prevent
Insider Trading.
The Company has also adopted a Prohibition of Insider Trading Policy.
The policy is available on the website at
https://www.kshitijpolyline.co.in/policies-and-code-of-conduct.html
r) MEANS OF COMMUNICATION:
The Board believes that effective communication of information is an
essential component of Corporate Governance. The Company regularly interacts with its
shareholders through multiple channels of communication such as the
Company's Website and stipulated communications to the Stock
Exchange where the Company's shares are listed for the announcement of Financial
Results, Annual Report, Notices, Outcome of Meetings, and Company's Policies etc.
s) HUMAN RESOURCES:
Your Company treats its "Human Resources" as one of its most
important assets. Your Company continuously invests in attraction, retention, and
development of talent on an ongoing basis. A number of programs that focus on
people's attention are currently underway. Your Company's thrust is on the
promotion of talent internally through job rotation and job enlargement.
As on March 31, 2025, there were a total of 84 employees. The
Company has all the required policies under the Indian laws for the time being in force
and as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to protect
and safeguard the interest of the employees.
t) WEBSITE:
The Company has a website addressed as
https://www.kshitijpolyline.co.in/index.html. Website contains the basic information about
the Company - details of its Business, Financial Information, Shareholding Pattern,
Contact Information of the Designated Official of the Company who is responsible for
assisting and handling investors grievances and such other details as may be required
under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company
ensures that the contents of this website are periodically updated.
u) DISCLOSURE PURSUANT TO SECTION 67(3) OF COMPANIES ACT, 2013:
Disclosure in respect of voting rights not exercised directly by the
employees in respect of shares to which the scheme relates is not applicable to the
Company during the financial year 2024-2025 pursuant to Section 67(3) of the Companies
Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.
v) DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES
ACT, 2013:
The disclosure pursuant to Schedule V Part II Section II of Companies
Act, 2013 forms part of the Corporate Governance report.
w) INDIAN ACCOUNTING STANDARDS IFRS CONVERGE STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th
February 2015 notified under Section 133 of the Companies Act 2013 read with Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your
Company has prepared the financial statements to comply in all material respects in
accordance with the applicability of Indian Accounting Standards.
x) LISTING ON STOCK EXCHANGE:
The Equity shares of the Company are listed on the Main Board of
National Stock Exchange of India Limited.
y) DEPOSITORY SYSTEM:
Your Company's equity shares are in Demat form. The Company has
appointed National Securities Depository
Limited (NSDL) as the designated depository to the Company.
z) AWARDS AND ACHIEVEMENTS:
The Company has not received any awards during the F.Y. 2024-2025.
aa) ANNUAL LISTING FEES TO THE STOCK EXCHANGES:
Kshitij Polyline Limited have listed its equity shares on the Main
Board of National Stock Exchange of India Limited. The listing fees have been duly paid to
the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2024-2025
and F.Y. 2025-26.
8. ACKNOWLEDGEMENTS AND APPRECIATION-
Your directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates, financial institutions and
Central and State Governments for their consistent support and encouragement to the
Company.
For and on behalf of the Board Kshitij Polyline Limited
Mr. Mahendra Kumar Jain |
Mrs. Vineeta Jain |
Executive Director & CFO |
Whole-time Director |
DIN: 09765526 |
DIN: 10481057 |
Address: Office no. 33, Dimple Arcade
Basement, |
Address: Office no. 33, Dimple Arcade |
| Near Asha Nagar, off W E Highway, Kandivali
East, |
Basement, Near Asha Nagar, off W E Highway, |
| Mumbai - 400101. |
Kandivali East, Mumbai - 400101. |
Date: September 04, 2025 |
Date: September 04, 2025 |
Place: Mumbai |
Place: Mumbai |
|