|
To
The Members or otherwiseintheresolutionas set out at KAKA INDUSTRIES LIMITED
The Directors of your company have pleasure in presenting their 6th Board's Report based
on the audited financial statements of the company for the year ended on ended 31/03/2025.
1. Financial Results
The highlights of the financial results for the financial year 2024-25 are as under:
| Particulars |
Standalone |
|
31/03/2025 |
31/03/2024 |
| Revenue from operations |
19,778.34 |
17,021.63 |
| Other income |
28.11 |
18.77 |
| Total revenue |
19,806.45 |
17,040.40 |
| Finance costs |
521.40 |
230.79 |
| Depreciation and amortization expenses |
363.84 |
176.40 |
| Other expenses |
3218.45 |
2554.69 |
| Total expenses |
18,056.00 |
15,304.96 |
| Profit/(Loss) Before Tax |
1750.45 |
1735.43 |
| Current Tax |
(305.00) |
(386.10) |
| Earlier Year |
(2.57) |
2.72 |
| Deferred Tax |
(156.60) |
(52.31) |
| Profit/(Loss) For the Year |
1286.27 |
1299.74 |
| Earnings per share for continuing operation |
|
|
| Basic |
9.42 |
10.34 |
| Diluted |
9.42 |
10.34 |
2. Dividend
For the year under review, your director does not recommend any dividend on the equity
shares of the Company to conserve the funds for the company's future expansion.
3. Brief description of the Company's working during the year
During the year under review, revenue from operations of the Company has increased to
Rs. 19778.34 Lakhs as against Rs. 17021.63 Lakhs in the previous year. The Profit After
Tax for the year stood at Rs. 1286.27 Lakhs as compared to profit of Rs. 1299.74 Lakhs in
the previous year.
4. State of Company's Affairs
The company is engaged in the business of
Manufacturing of PVC profile and products thereof. Compounding is the process of
melt blending with other additives and changes the characteristics of Plastic. Following
major events occurred during the year: A. The company successfully commissioned its new
manufacturing facility in Lasundra, Gujarat, with uninterrupted power supply received from
2nd January 2025. This state of-the-art plant spans 8,00,000 sq. ft. and is designed for
54,000 MTPA capacity driven by enhanced capacity, lower costs, and improved margins.
B. CRISIL Ratings assigned a Long-Term Credit Rating of CRISIL BBB/Stable to the
company's bank facilities totaling 60 crore, reflecting moderate credit risk and financial
stability. The rating is subject to continuous surveillance and will remain valid until
31/12/2025, unless revised or revalidated based on future developments.
Beside above, there has been no change in the business of the Company during the
financial year ended
31/03/2025
5. Transfer to reserves
For the financial year ended 31/03/2025, the
Company had not transferred any sum to General Reserve Account. Therefore, your Company
remained the balance of profit to Profit &
Accounts of the Company on 31/03/2025.
6. Quality initiative
The Company continues to sustain its commitment to the highest levels of quality,
superior services management and mature business continuity management. Our
customer-centricity, process rigor, and focus on delivery excellence have resulted in
consistent improvements in customer satisfaction levels.
7. Shares capital I. Authorized Capital:
During the year under review, the Authorized Share Capital of the Company remained Rs.
14,00,00,000/-(Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs
only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the
existing Equity Shares of the Company.
II. Issued, subscribed and paid-up share capital:
During the year under review, the issued, subscribed and paid-up share capital of the
Company remained Rs. 13,66,00,000/- (Rupees Thirteen Crore Sixty-Six Lacs only) divided
into
1,36,60,000 (One Crore Thirty-Six Lakhs Sixty
Thousand only) Equity Shares of face value Rs. 10/- each.
8. Deposit from public
The Company has neither accepted nor renewed any deposits covered under section 73 to
76 of the Companies Act, 2013 during the year under review. The company had accepted
unsecured loans from its directors at the end of year under report, outstanding unsecured
loans of Rs. 252.73 Lakhs. The Company had obtained required declaration as referred to in
proviso to Rule 2(1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014
9. Particulars of Loans, Guarantee or Investments
Disclosure on details of loans, guarantees and investments pursuant to the provisions
of
Section 186 of the Companies Act, 2013, and
LODR Regulations, are provided in the financial statements.
10. Subsidiary / Associate / Joint Venture companies
During the year under review, no company/body corporate/any other entity have became or
ceased to be the subsidiary Joint Ventures or Associate Companies.
11. Change in the nature of business
During the period under review, the Company has not changed its line of business in
such a way that amounts to commencement of any new business or discontinuance, sale or
disposal of any of its existing businesses or hiving off any segment or division.
12. Material changes and commitments affecting the financial position of the company
A. The company successfully commissioned its new manufacturing facility in
Lasundra, Gujarat, with uninterrupted power supply received from 2nd January 2025. This
state of- the-art plant spans 8,00,000 sq. ft. and is designed for 54,000 MTPA capacity
driven by enhanced capacity, lower costs, and improved margins..
Beside above, there has been no change in the business of the Company during the
financial year ended 31/03/2025
13. Details of significant by the regulators, courts and tribunals
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
14. Internal Control and their adequacy
The Company has a well-established internal control system. The Company strives to
maintain a dynamic system of internal controls over financial reporting to ensure reliable
financial record-keeping, transparent financial reporting and disclosure and protection of
physical and intellectual property.
15. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and
Outgo
Information in accordance with the provisions of Section 134(3) (m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
Conservation of energy, research and development, technology absorption, foreign exchange
earnings and outgo, are enclosed
16. Directors and Key Managerial personnel
The Board of the Company comprises of following Directors and Key Managerial Personnel:
| Sr. No. Name of Director & Key Managerial personnel |
Designation |
DIN |
| 1. Mr. Rajesh Dhirubhai Gondaliya |
Managing Director & Chairman |
03454540 |
| 2. Mr. Bhavin Rajeshbhai Gondaliya |
Whole Tiem Director |
07965097 |
| 3. Mrs. Prabhaben Rajeshbhai Gondaliya |
Non Executive Director |
06851276 |
| 4. Mr. Rajiv Navinchandra Vyas |
Independent Director |
01581077 |
| 5. Mr. Jaimish Govindbhai Patel |
Independent Director |
09647742 |
| 6. CA Chintan Jayantibhai Bodar |
CFO |
- |
| 7. Ms. Nishi Dhrumit Shah |
Company Secretary |
- |
I. Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097), retires by rotation at
the ensuing AGM and being eligible, offers himself for reappointment as per the
provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking
shareholders' approval for their reappointments forms part of the Notice.
II. Appointment of Mr. Rajiv Navinchandra Vyas (DIN: 01581077) an independent director
of the Company w.e.f. 16/10/2024; III. Resignation of Mr. Niraj Davariya (DIN: 09371601)
from the position of Independent Director of the Company w.e.f. 16/10/2024. The Board
places on record the appreciation for services during his tenure as a director of the
Company; and material orders passed IV. Appointment of Ms. Nishi Shah (Membership
No. A60297) as a Company Secretary and Compliance
Officer of the Company w.e.f. 24/12/2024; and
V. Resignation of Ms. Vandana Arun Baldi (Membership No. A37081) from the position of
Company Secretary & Compliance Officer of the
Company w.e.f. 19/08/2024.
Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to
time.
VI. 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
(LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key
Managerial
Personnel and employees of the Company and to harmonies 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://www.
kakaprofile.com/wp-content/uploads/2023/04/ Nomination-and-Remuneration-Policy.pdf
VII. Particulars of Employees:
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 II" 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. Apart from the above, no changes occurred in the
Directorship of the company.
17. Declaration by independent directors
All Independent Directors have given their declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Listing
Regulations. In the opinion of the Board, all the Independent Directors are well
experienced business leaders.
Their vast experience shall greatly benefit the
Company. Further, they possess integrity and relevant proficiency which will bring
tremendous value to the Board and to the Company
17. Board Meetings and participation of directors thereat
a During the financial year 2024-25, 12(Twelve)
Board Meetings were held. The interval between any two meetings was well within the
maximum allowed gap of 120 days.
a The attendance of each of the Directors at the meeting of the Board Meeting during
the year under review is as under:
| Name and DIN of the Directors |
Designation |
Number of Board meet- ings during the year 2024-25 |
|
|
Held |
Attended |
| Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540) |
Managing Director & Chairman |
12 |
11 |
| Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) |
Whole Time Director |
12 |
12 |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Non- Executive Director |
12 |
12 |
| Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024) |
Independent Director |
6 |
6 |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024) |
Independent Director |
7 |
7 |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Independent Director |
12 |
12 |
a Further, The Board, as on 31/03/2025, had four committee namely the Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility (CSR) Committee. The details of composition, meetings and attendance
as under: a) During the financial year 2024-25, 7(Seven) Audit Committee Meetings were
held.
|
|
Number of Audit Commit- |
|
|
tee meetings during the |
| Name of the Committee Members |
Designation |
year 2024-25 |
|
|
Held |
Attended |
| Mr. Jaimish Govindbhai Patel |
|
|
|
|
Chairman |
7 |
7 |
| (DIN: 09647742) |
|
|
|
| Mr. Niraj Davariya |
|
|
|
| (DIN: 09371601) (up to |
Member |
4 |
4 |
| 16/10/2024) |
|
|
|
| Mr. Rajiv Navinchandra Vyas |
|
|
|
| (DIN: 01581077) (w.e.f. |
Member |
3 |
3 |
| 16/10/2024) |
|
|
|
| Mr. Bhavin Rajeshbhai Gondaliya |
|
|
|
|
Member |
7 |
7 |
| (DIN: 07965097) |
|
|
|
b) During the financial year 2024-25, 2 (Two) Nomination and Remuneration Committee
Meetings were held.
| Name of the Committee Members |
Designation |
Number of Nomination and Remuneration Com- mittee
meetings during the year 2024-25 |
|
|
Held |
Attended |
| Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024) |
Chairman |
2 |
2 |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024) |
Member |
NA |
NA |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
2 |
2 |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Member |
2 |
2 |
c) During the financial year 2024-25, 1 (One) Stakeholder Relationship Committee
Meetings were held.
| Name of the Committee Members |
Designation |
Number of Stakeholder Relationship Committee meetings
during the year 2024-25 |
|
|
Held |
Attended |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Chairman |
1 |
1 |
| Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024) |
Member |
N.A. |
N.A. |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024) |
Member |
1 |
1 |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Member |
1 |
1 |
d) During the financial year 2024-25, 2 (Two) Corporate Social Responsibility Committee
Meetings were held.
| Name of the Committee Members |
Designation |
Number of Corporate So- cial Responsibility Com- mittee
meetings during the year 2024-25 |
|
|
Held |
Attended |
| Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) |
Chairman |
2 |
2 |
| Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024) |
Member |
2 |
2 |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024) |
Member |
N.A. |
N.A. |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Member |
2 |
2 |
a During the year, the Company has conducted following General Meeting
| Type of General Meeting |
Date of General Meeting |
Mode of Meeting |
| Annual General Meeting |
31/08/2024 |
Physical |
| Postal Ballot |
13/01/2025 |
Postal Ballot |
18. Constitution of Audit Committee:
Our Company has re-constituted Audit Committee on 16/10/2024 as per the applicable
provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies
(Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing
Regulations. As on 31/03/2025, The Audit Committee comprised of:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Chairman |
Independent Director |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) |
Member |
Independent Director |
| Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097) |
Member |
Whole Time Director |
19. Constitution of Nomination and Remuneration Committee:
Our Company has re-constituted Nomination and Remuneration Committee on 16/10/2024
as per applicable provisions of the Schedule V and other applicable provisions of the
Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power)
Rules, 2014 and Regulation 19 of SEBI Listing Regulations. As on 31/03/2025, The
Nomination and Remuneration Committee comprised of:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) |
Chairman |
Independent Director |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
Independent Director |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Member |
Non-Executive Director |
20. Constitution of Stakeholders Relationship Committee:
Our Company has re-constituted Stakeholders Relationship Committee on 16/10/2024 as
per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with
rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of
SEBI Listing Regulations. As on 31/03/2025, the Stakeholders Relationship Committee
comprised of:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Chairman |
Independent Director |
| Mr. Rajiv Navinchandra Vyas (DIN: 01581077) |
Member |
Independent Director |
| Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276) |
Member |
Non-Executive Director |
21. Industrial Relations
The Company has adequate skilled & trained workforce for its various areas of
operations and the skills up gradation of which is being done on continuous basis for
improving the plant operations and quality process. The Company has taken sufficient
measures to maintain Industrial
Health and Safety at its workplace for employees as laid in the Gujarat State Factories
Rules, 1963. The Company is also complying and maintaining all applicable Industrial and
Labour laws/ rules.
22. Policy Relating to Directors Appointment and Remuneration
The Company has made disclosure Policy for appointment and remuneration of directors
and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies
Meeting of Board and its power), Rules, 2014 and the details of the same as provided in
company's web site https:// kakaprofile.com/investors/company-policies/
23. Director Remuneration
During the year the Company has paid remuneration and Sitting fees to its Directors as
more particularly described in notes to accounts of Audited Financial Statement.
24. Directors Responsibility Statement
To the best of the knowledge and belief of the Directors of the Company and according
to the information and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.
(a) In the preparation of the annual accounts for the year ended 31/03/2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same.
(b) The Directors' have selected such accounting policies, applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the
Company as at 31/03/2025 and of the profit of the Company for the year ended on that
date.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
25. 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 transactions made by the company with related
parties which may have potential conflict with the interest of the company at large.
However, as part of good corporate governance, the Company has taken prior omnibus
approval of the Board is obtained on annual basis for the transactions which are of a
foreseen and repetitive nature.
Your Directors draw your attention to notes to the financial statements for detailed
related party transactions entered during the year.
Since all the related party transactions were entered by the Company in ordinary course
of business and were in arm's length basis, FORM
AOC- 2 is not applicable to the Company.
26. Statutory Auditor
Your directors are pleased to inform that pursuant to the provisions of Section 139 and
other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, M/s. Dinesh
R. Thakkar & CO., Chartered Accountant, FRN:
102612W, Ahmedabad has been re-appointed as the Statutory Auditor of the Company for a
second term of four (4) consecutive years, to hold office from the conclusion of the 6th
Annual General Meeting until the conclusion of the 10th Annual General Meeting of the
Company
27. Review of Auditors Report
The Statutory Auditors of the Company have given their Audit Report on the standalone
financial statements of the Company for the financial year ended 31/03/2025. All the items
on which the Auditors' have commented in their report are self-explanatory and suitably
explained in the Notes to the Accounts. There is no qualification, reservation, adverse
remark, comments, observations or disclaimer given by the Statutory Auditors in their
report.
28. Secretarial Audit and Auditors Report
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. Pursuant to provisions of section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary
(Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial related party
Audit of the Company for the financial year 2024-25. The Secretarial Audit report for the
financial year ended 31/03/2025 is annexed herewith as "Annexure III" to this
report. The Secretarial Audit
Report contain qualification/remark, and details of the same along with Management
reply are as under:
Further A certificate has
Mandorwala & Associates., Company Secretaries in practice, confirming that none of
the Directors of the Company have been debarred or disqualified from being appointed or
continuing as director by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such statutory authority. The certificate
IV" to this Report.
29. Internal Auditor: beenissuedbyMurtuza In terms of Section 138 of the Companies
Act, 2013 and Rules made there under, CA Dharmendra R Thakkar (D.R. Thakkar &
Associates), Chartered Accountants, Membership No. 101292, FRN : 117286W, Ahmedabad , have
been appointed as an Internal Auditors of the Company for Financial Year 2024-25. is
annexed as "Annexure
During the year, the Company continued to implementtheirsuggestionsandrecommendations
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.
30. Cost Auditor
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the company has appointed M/s BRS & Associates
(FRN: 000730), Cost Accountants, Ahmedabad cost auditor to audit the cost records of the
company for the financial year 2025-26.
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by
the Members of the Company. The resolutions seeking approval of the remuneration of the
Cost Auditor for the financial year 2025-26 forms part of the Notice.
31. Annual Return
Pursuant to the requirement under section 134(3) (a) and 92(3) of the Companies Act,
2013 (the Act'), it is hereby reported that the Company is maintaining website
https://www.kakaprofile.com and the copy of form MGT-7 Annual Return for year ended
31/03/2025 is also placed on it.
32. Business Risk Management
As on 31/03/2025 the CSR Committee comprised of:
The Risk Management process that is followed to identify, assess and prioritize risks
that need to be minimized, monitored and mitigated is quite elaborate. These measures help
in reducing and controlling the impact of adverse events and maximize the realization of
opportunities.
33. Corporate Social Responsibility
In compliance with the provisions of section 135 of Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted
Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company
has constituted CSR Committee. The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the
Company on CSR activities during the year and other disclosures are set out in
"Annexure-V" of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The company through its CSR initiative towards
supporting projects in the areas of education, healthcare, rural development, women
empowerment and various other social matters continues to enhance value creation in the
society and in the community in which it operates, through its services, conduct &
initiatives, so as to promote sustained growth for the society and community, in
fulfillment of its role as Socially Responsible Corporate.
34. Corporate Governance:
Your company provides utmost importance at best Governance Practices and are designated
to act in the best interest of its stakeholders. Better governance practice enables the
company to introduce more effective internal controls suitable to the changing nature of
business operations, improve performance and also provide an opportunity to increase
stakeholders understanding of the key activities and policies of the organization.
Further Pursuant to Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, read with Regulation 15 of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015 regulation of corporate governance are not applicable to company
Hence, 06th Annual Report does not contain the Corporate Governance Report. Further, as
and when the company falls under the applicability to provide Corporate Governance Report.
35. Management Discussion & 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 VI"
36. Code of Conduct
The Board of Directors has a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day business operations of the
company. The Code has been posted on the Company's website at https://www.kakaprofile.com.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business and in particular
on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders. The Code gives guidance through examples on the expected behavior from
an employee in a given situation and the reporting structure. All the Board Members and
the Senior Management Personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.
37. Reporting of frauds by auditors
During the year under review, the statutory auditor has not reported to the board,
under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be
mentioned in the Board's report.
38. Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism for the Directors and Employees of the
Company by adopting the Whistle Blower Policy to report about the genuine concerns,
unethical behavior, fraud or violation of Company's Code of Conduct.
The Company has in place a confidential reporting mechanism for any whistle blower to
report a matter.
39. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints
Committee ("ICC") is in place at all work locations of the Company to address
complaints received regarding sexual harassment.
During the Financial Year 2024-25, no complaints were received. The summary of cases is
given below:
| Particulars |
Status |
| (a) Number of complaints of sexual harassment received during the year |
Nil |
| (b) Number of complaints disposed of during the year |
Nil |
| (c) Number of cases pending for more than ninety days |
Nil |
40. Disclosure under the Maternity Benefit Act 1961:
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014,
the Board of Directors hereby states that the Company has duly complied with all
applicable provisions of the Maternity Benefit Act, 1961, including but not limited to
grant of maternity leave, nursing breaks, protection from dismissal during maternity
leave, and provision of creche facilities wherever applicable. The Company remains
committed to providing a safe, supportive, and inclusive work environment for all women
employee
41. Appointment of RTA:
M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the
company in order to Compliance with the provision of Companies Act, 2013. All the equity
shareholders of the Company have Demat their Equity Shares as on 31/03/2025 and none of
shareholders holding shares in physical form.
42. Material Orders
In pursuance to Rule 8(5)(vii) of the Companies
(Accounts) Rules, 2014, no significant orders were passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future.
43. Listing with Stock Exchange
The Company confirms that it has not defaulted in paying the Annual Listing Fees for
the financial year 2024-25 to the BSE Limited where the shares of the Company are listed.
44. Prevention of Insider Trading
The Code requires pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
45. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016
No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC)
46. Compliances of Applicable Secretarial Standards
The Board of Directors affirms that the company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and
SS-2 respectively relating to Meetings of the Board, its Committees and the General
Meetings.
47. The 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.
Not Applicable
48. Transfer to Investor Education & Protection Fund
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter
referred to as "the Act") read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the
"IEPF Rules"), all unclaimed dividends are required to be transferred by the
Company to the IEPF, after or material completion of seven (7) years. Further, according
to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for
seven (7) consecutive years or more shall be transferred to the demat account of the IEPF
Authority, but there is no such unpaid dividend of last seven years, so this clause is not
applicable to the company.
49. Shareholders' Dispute Resolution Mechanism :
The SEBI vide circular 31/07/2023 and subsequent circular dated 20/12/2023, read with
Master
Circular dated 11/08/2023, has specified that a shareholder shall first take up
his/her/their grievance with the listed entity/RTA by lodging a complaint directly with
the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the
shareholder may, in accordance with the SCORES guidelines, escalate the same through the
SCORES Portal in accordance with the process laid out therein. Only after exhausting all
available options for resolution of the grievance, if the shareholder is not satisfied
with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute
Resolution ("ODR")
Portal. Shareholders are requested to take note of the same.
50. Acknowledgement and appreciation
The Directors take this opportunity to express their deep sense of gratitude to the
Banks, Central and State Governments and their Departments and the Local Authorities for
their continued guidance and support. Your Directors would also like to record its
appreciation for the support and cooperation your Company has been receiving from its
suppliers, dealers, business partners and others associated with the Company. Your
Directors place on record their sincere appreciation to the employees at all levels for
their hard work, dedication and commitment. And to you, our shareholders, we are deeply
grateful for the confidence and faith that you have always reposed in us.
|
For and on behalf of the Board of Directors |
|
for KAKA INDUSTRIES LIMITED |
|
Rajesh Dhirubhai Gondaliya |
| PLACE : AHMEDABAD |
Managing Director & Chairman |
| DATE : 05/09/2025 |
(DIN:03454540) |
|