|
Dear Members,
Your Directors take pleasure in presenting the 35th Annual Report on the business and
operations of KRISHANVEER FORGE LIMITED (the Company) along with the Audited
Financial Statements for the Financial Year (FY) ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS:
(Rs. in Lakhs)
SR. NO. |
PARTICULARS |
FINANCIAL YEAR 2024-25 |
FINANCIAL YEAR 2023-24 |
| A |
Revenue from Operation |
8,279.65 |
8,361.81 |
| B |
Other Income |
96.00 |
63.64 |
| C |
Total Income |
8,375.65 |
8,425.45 |
| D |
LESS: Operating Expenses |
7,443.54 |
7,675.66 |
| E |
Profit before INTEREST, TAX, DEPRECIATION AND Exceptional items |
932.11 |
749.79 |
| F |
Less: Exceptional Items |
- |
- |
| G |
Less: depreciation and Amortization |
161.35 |
154.68 |
| H |
less: finance cost |
12.28 |
47.87 |
| I |
Profit before Tax |
758.48 |
547.24 |
| J |
Less: Tax Expenses |
|
|
|
Provision for Income Tax |
183.92 |
151.31 |
|
Deferred Tax |
10.85 |
(3.05) |
K |
Profit for the Year |
563.71 |
398.98 |
| L |
Earnings Per Share |
|
|
|
Basic |
5.15 |
3.65 |
|
Diluted |
5.15 |
3.65 |
The figures mentioned above are extracted from Financial Statements prepared as per the
provisions of the Companies Act, 2013 (Act), in accordance with the relevant
applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations).
2. OPERATIONS AND STATE OF AFFAIRS:
During the year under review, your Company reported revenue from operations of
Rs.8,279.65 Lakhs, as against Rs.8,361.81 lakhs in the previous financial year. While the
gross revenue remained broadly stable. Considering subdued global demand the performance
of your Company is satisfactory during the year.
During the year under review, focused initiatives undertaken by the management to
improve internal efficiencies and optimize resource utilization yielded tangible benefits.
Operational costs declined from Rs. 7,675.66 lakhs in FY 202324 to Rs.7,443.54 lakhs in FY
2024-25, reflecting a sustained commitment to cost rationalization, process automation,
and lean manufacturing practices. As a result, the Company's net profit improved to Rs.
563.71 lakhs as compared to Rs. 398.98 lakhs in the previous year, representing a
year-on-year growth of 41.20%.
The Board remains focused on the continuous evaluation and rationalization of the
Company's cost structure. Several strategic initiatives are currently underway to further
enhance operational performance and drive sustainable profitability.
Your Board is pleased to report that the affairs of the Company are being managed in a
responsible, transparent, and compliant manner. All statutory and regulatory obligations
under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and other applicable laws have been duly complied with during the year.
A more detailed discussion on the industry outlook, risks, opportunities, and strategic
direction of the Company is provided in the Management Discussion and Analysis Report,
which forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the SEBI (LODR) Regulations,
2015), is separately set out and forms part of this Report as Annexure F.
3. DIVIDEND:
In view of the improved financial performance of the Company during the year and after
consideration of the earnings, cash flows, and overall financial position, the Board of
Directors are pleased to recommend a final dividend of Rs. 2.50 (Rupees Two and Fifty
Paise only) per fully paid-up equity share of face value Rs. 10/- each, representing 25%
of the nominal value, for the financial year ended March 31, 2025.
The recommended dividend, subject to the approval of the Members at the ensuing Annual
General Meeting (AGM), will be paid to those Members whose names appear in the
Register of Members of the Company as on the record date.
If approved by the Members at the AGM, the total outflow on account of the final
dividend will amount to Rs. 2,73,48,500 (Rupees Two Crores Seventy-Three Lakhs Forty-Eight
Thousand Five Hundred only) and shall be paid out of profits for the financial year
2024-25.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to any specific reserve during the Financial
Year ended March 31,2025. The closing balance of the retained earnings of your Company as
on 31st March 2025, after necessary provisions in the Statement of Profit and Loss a sum
of Rs. 2,923.85 Lakhs has been carried forward as the Balance in Retained Earnings,
(Previous year Rs. 2,582.65 Lakhs).
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the Company's Business during the Financial Year
ended March 31, 2025.
6. SHARE CAPITAL:
There was no change in either the authorized or paid-up share capital of the Company
during the year under review.
The current Authorized Capital of the Company is Rs. 13,25,00,000/- divided into
1,25,00,000 Equity shares of Rs. 10/- each and 7,50,000 4% Non-Cumulative Redeemable
Preference Shares of Rs. 10/- each. The Paid-up Capital of the Company is Rs.
10,93,94,000/- divided into 1,09,39,400 Equity Shares of Rs. 10/- each.
7. PUBLIC DEPOSITS:
During the year under review, your Company has not accepted any deposits within the
meaning of sub-section (31) of Section 2 and Section 73 and 74 of the Companies Act, 2013
(the Act) read with the Companies (Acceptance of Deposits) Rules, 2014. As on
March 31, 2025, there were no deposits lying unpaid or unclaimed.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the Financial
Year under review with related parties were at an arm's length price and in the ordinary
course of business. Such transactions form part of the notes to the Financial Statements
provided in this Annual Report. Prior omnibus approval of the Audit Committee is obtained
for the all Related Party Transactions (RPTs) which are repetitive in nature or when the
need for these transactions cannot be foreseen in advance. Further, the Company has
procured requisite approval from the members in the 34th AGM of the Company for entering
into Material Related Party Transactions with related parties pursuant to the provisions
of Regulation 23 of the SEBI (LODR) Regulations, 2015 as amended from time to time.
On a quarterly basis, details of RPTs are placed before the Audit Committee for its
noting/review. The Company has also disclosed a report on the related party transaction to
the BSE Limited for the half year ended September 30, 2024, as required under the SEBI
(LODR) Regulations, 2015. The said reports are also available on the website of the
Company www.kvforge.com.
The information for related party transactions as required under Rule 8(2) of the
Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is enclosed as 'Annexure A' to
this Report. Your attention is drawn to the Related Party disclosures set out in Note No.
42, of the Standalone Financial Statements.
The Company has already adopted a Policy for dealing with Related Party Transactions
which is subject to review and revision by the Audit Committee and Board from time to
time. The revised and updated policy on Related Party Transactions as recommended by the
Audit Committee and approved by the Board has been displayed on the Company's website at
https://kvforge.com/wp-content/uploads/2023/04/KVF-Related-Party-Transaction-Policy.pdf.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There have been no material changes and commitments affecting the financial position of
your Company which has occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:
The Company does not have any subsidiary, joint venture and /or associate company
during the year under review.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the financial year under review, the Company has not granted any loans or given
guarantees or provided any securities falling within the purview of Section 186 of the
Companies Act, 2013.
However, the Company has made investments in units of ICICI Prudential Liquid Fund -
Direct (Mutual Fund). As on March 31, 2025, the aggregate amount of such investment stood
at Rs.1,169.95 lakhs (Previous Year: Nil). The said investment has been made out of the
Company's surplus funds and remains within the limits prescribed under Section 186 of the
Act accordingly, no prior approval of the Members was required for the same.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals that would impact the going concern status of the Company and its future
operations.
13. INTERNAL FINANCIAL CONTROLS:
The Company has established a robust framework for Internal Financial Controls (IFC),
which is commensurate with the size, scale, and complexity of its operations. These
controls are designed to ensure the orderly and efficient conduct of business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records, and the timely
preparation of reliable financial information.
The Board of Directors is responsible for ensuring that the Company has in place
adequate internal financial controls with reference to the financial statements. The Board
also periodically reviews the effectiveness of such controls, covering financial,
operational, and compliance-related aspects.
During the year under review, the internal financial controls were evaluated and
tested. Based on the assessment carried out and the reports submitted by the internal
auditors, no material weakness in the design or operation of such controls was observed.
The internal financial controls were found to be adequate and operating effectively
throughout the financial year ended March 31,2025.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
DIRECTORS:
During the year, the Company has an optimum combination of Executive as well as
Non-Executive Directors in compliance with Regulation 17 of the SEBI (LODR) Regulations,
2015 as amended from time to time.
BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31, 2025:
Sr. No. |
Name |
Designation |
Category |
| 1 |
Mr. Arun Jindal |
Chairman |
Non-Executive, Non-Independent |
| 2 |
Mr. Nitin Rajore |
Whole Time Director |
Executive Director |
| 3 |
Mr. Ratanlal Goel |
Non-Executive Director |
Non-Executive, Independent |
| 4 |
Ms. Sudha Santhanam |
Non-Executive Director |
Non-Executive, Independent (Woman) |
During the year under review, there was no change in the composition of the Board of
the Company.
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel
Pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors has adopted a comprehensive Nomination and Remuneration Policy. This
policy governs the appointment and remuneration of Directors, Key Managerial Personnel,
and Senior Management Personnel of the Company.
The Policy sets forth the criteria for determining the qualifications, positive
attributes, independence, and remuneration of Directors, Key Managerial Personnel, and
Senior Management Personnel, thereby ensuring a structured and transparent framework for
their selection and compensation.
The detailed Nomination and Remuneration Policy of the Company is available on the
Company's website and can be accessed at the following web link:
https://kvforge.com/wp-content/uploads/2023/04/KVF-Remuneration-Policy.pdf
RE-APPOINTMENTS:
Director liable to retire by rotation:
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013
read with applicable rules as amended from time to time, Mr. Arun Jindal (DIN:00121523),
Non-Executive, Non-Independent Director, being longest in the office is liable to retire
by rotation at the ensuing AGM, and being eligible, offers himself for the reappointment.
Based on performance evaluation and the recommendation of the Nomination and Remuneration
Committee, the Board recommends his reappointment to the members. Brief details as
required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations,
are provided in the Notice of the AGM.
KEY MANAGERIAL PERSONNEL:
In terms of section 203 of the Act, following are the Key Managerial Personnel of the
Company:
Sr. No. |
Name |
Designation |
| 1 |
Mr. Nitin Rajore |
Whole Time Director |
| 2 |
Mr. Viralkumar Shah |
Chief Financial Officer |
| 3 |
Mr. Mahendra Samdole |
Company Secretary & Compliance Officer |
During the year under review, the following changes occurred in the Key Managerial
Personnel of the Company in accordance with the provisions of the Companies Act, 2013 and
applicable regulations:
Ms. Shilpa Soni, Company Secretary and Compliance Officer, resigned from her position
with effect from the close of business hours on October 09, 2024.
Thereafter, the Board of Directors, at its meeting held on November 09, 2024, approved
the appointment of Mr. Mahendra Samdole as the Company Secretary and Compliance Officer of
the Company with effect from the same date.
The Company has duly filed all necessary forms, returns, and intimations with the
Ministry of Corporate Affairs and the Stock Exchange(s), in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to give effect to the aforementioned changes.
15. DETAILS OF BOARD MEETINGS:
During the financial year ended March 31, 2025, the Board of Directors met four (4)
times on the following dates: May 17, 2024; August 09, 2024; November 09, 2024; and
February 07, 2025.
The interval between any two consecutive meetings of the Board was within the time
limit prescribed under the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Further details regarding the Board meetings, including the number of meetings attended
by each Director, are provided in the Corporate Governance Report, which forms an integral
part of this Annual Report.
16. COMMITTEES OF THE BOARD:
As of March 31, 2025, the Board had the following Statutory Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms part of this
Annual Report. The same are in compliance with the requirements as mandated by the SEBI
(LODR) Regulations, 2015 and Companies Act, 2013.
17. DECLARATION BY INDEPENDENT DIRECTORS:
During the year under review, the Company has received necessary declarations from the
Independent Directors as required under Section 149(7) of the Act and Regulation 25(8) of
the SEBI (LODR) Regulations, 2015, that:
1. They meet the criteria of independence laid down in Section 149(6) of the Act and
Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015 as amended from time to time.
There has been no change in the circumstances affecting their status as an Independent
Director during the year.
Further, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses, if
any, incurred by them for the purpose of attending meetings of the Company.
2. They have registered their names in the Independent Directors' Databank.
The Board believes that the Independent Directors of the Company possess requisite
qualifications, experience, expertise and proficiency and they hold the highest standards
of integrity.
18. INDEPENDENT DIRECTORS' MEETING
In accordance with the provisions of Section 149(8) read with Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the
Company was held on March 05, 2025, without the presence of Non-Independent Directors and
members of the management.
At the said meeting, the Independent Directors, inter alia, reviewed the performance of
Non-Independent Directors, the functioning of the Board and its Committees, and the
overall performance of the Chairperson of the Company. The assessment was carried out
taking into account the views of the Whole-time Directors and other members of the Board.
The Independent Directors also evaluated the quality, quantity, and timeliness of the
flow of information between the management and the Board, which is essential for the Board
to effectively discharge its functions and responsibilities.
19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In accordance with the requirements of the Companies Act, 2013 and Regulation 25(7) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has put in place a familiarization programme for its Independent Directors.
The objective of the programme is to enable the Independent Directors to gain a
comprehensive understanding of the industry landscape, the macroeconomic and regulatory
environment in which the Company operates, the business model, and the Company's
operational and financial performance. The programme is also designed to keep the
Directors informed about significant developments, strategic priorities, and emerging
issues relevant to the Company and its operations, thereby facilitating informed and
timely decision-making.
In addition, the familiarization programme provides guidance on the roles,
responsibilities, rights, and duties of Directors under various applicable laws and
governance frameworks to help them effectively discharge their fiduciary and statutory
obligations.
The details of the familiarization programme imparted to the Independent Directors are
available on the Company's website and can be accessed at the following link:
https://kvforge.com/wp-content/uploads/2023/04/KVF-Familarization. pdf
20. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India,
the Company has carried out a formal annual evaluation of the performance of the Board as
a whole, its Committees, and individual Directors (including the Chairperson).
The evaluation process was conducted through a structured mechanism, which included
assessment of various aspects such as the composition and diversity of the Board,
effectiveness of its functioning, contribution of individual Directors, and the
functioning of Board Committees. The criteria for evaluation were aligned with the
guidance prescribed under applicable regulatory frameworks.
The manner in which the evaluation was carried out has been detailed in the Corporate
Governance Report, which forms an integral part of this Annual Report.
Based on the recommendations of the Nomination and Remuneration Committee, the Board of
Directors reviewed and discussed the performance of the Board, its Committees, and
individual Directors. The Board expressed its overall satisfaction with the outcome of the
evaluation and the functioning of the governance structures in place.
21. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:
In accordance with the provisions of Section 134(3)(e) and Section 178(3) of the
Companies Act, 2013, the Board of Directors, on the recommendation of the Nomination and
Remuneration Committee (NRC), has formulated and adopted a comprehensive
Policy on Appointment and Remuneration of Directors and Key Managerial Personnel
(Remuneration Policy).
The said policy outlines the criteria for determining the qualifications, positive
attributes, and independence of Directors, as well as guiding principles relating to the
appointment, removal, and remuneration of Directors, Key Managerial Personnel, and Senior
Management. It aims to ensure that the Company attracts and retains competent leadership
and aligns the remuneration structure with industry standards and the Company's long-term
objectives.
The Remuneration Policy also serves as a reference for the NRC in identifying
individuals who are qualified to become Directors and assessing their suitability based on
defined competencies, diversity considerations, professional background, and personal
integrity. The policy is performance-oriented and is designed to reward achievements and
contributions, while remaining in consonance with prevailing industry practices and
applicable regulatory guidelines. The detailed Remuneration Policy is available on the
Company's website at: https://kvforge.com/wp-content/
uploads/2023/04/KVF-Remuneration-Policy.pdf
Further, disclosures relating to the Remuneration Policy and its implementation have
been provided in the Corporate Governance Report, which forms an integral part of this
Annual Report.
The Board affirms that the remuneration paid to the Directors during the financial year
under review is in accordance with the terms and parameters set out in the Remuneration
Policy.
22. BOARD POLICIES
The details of various policies approved and adopted by the Board as required under the
Act and the SEBI Listing Regulations are provided in this report.
23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the provision of section 125(2) of the Act does not apply
as the company was not required to transfer any amount or shares to the Investor Education
Protection Fund (IEPF) established by the Central Government of India.
24. CORPORATE GOVERNANCE:
Your Company is committed to maintaining the highest standards of corporate governance
by ensuring transparency, integrity, and accountability in all its business dealings and
decision-making processes. The Company has established a robust corporate governance
framework that fosters ethical conduct, ensures compliance with applicable laws and
regulations, upholds the rights of shareholders, and strengthens risk management and
internal control systems.
The Board of Directors assumes a central role in overseeing the corporate governance
practices of the Company and acts in a manner that promotes the best interests of the
Company and its stakeholders.
During the year under review, the Company has complied with all the mandatory
requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Quarterly compliance reports on corporate governance, as required under
the said Regulations, have been duly submitted to BSE Limited and are also available on
the Company's website at www.kvforge.com.
In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate
Governance forms part of this Annual Report. The said report is accompanied by a
certificate issued by the Secretarial Auditors of the Company confirming compliance with
the conditions of corporate governance, which is annexed to the Corporate Governance
Report.
25. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual
Return for the Financial Year ended March 31, 2025, is placed on the Company's website
https://kvforge.com/media/KVF_Draft-Form_MGT_7_2025_ Website.pdf. The Annual Return will
be updated after the conclusion of the Annual General Meeting and after filing with the
Ministry of Corporate Affairs (MCA), in compliance with the applicable statutory
requirements.
26. AUDITORS:
a. Statutory Auditors
In accordance with the provisions of Section 139 of the Companies Act, 2013 and the
rules framed thereunder, M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants,
Pune (Firm Registration No. 103277W), were appointed as the Statutory Auditors of the
Company for a consecutive term of five years. Their appointment was made to hold office
from the conclusion of the 32nd Annual General Meeting held on August 19, 2022 until the
conclusion of 37th Annual General Meeting of the Company to be held in the year 2027, on
such remuneration as may be mutually agreed between the Board of Directors of the Company
and the Statutory Auditors.
Pursuant to the requirements of Sections 139 and 141 of the Companies Act, 2013 and the
relevant Rules, the Company has received a certificate from the Statutory Auditors
confirming, inter alia, that their appointment remains within the limits prescribed under
the Act, complies with the terms of their engagement, and that they are not disqualified
from continuing in office under the applicable legal provisions.
The Independent Auditors' Report on the financial statements of the Company for the
financial year 2024-2025 is unmodified and does not contain any qualifications,
reservations, or adverse remarks. The observations made by the Statutory Auditors in their
Report are self-explanatory and do not call for any further comments from the Board of
Directors.
The Auditor's Report is annexed to and forms an integral part of the financial
statements included in this Annual Report.
b. Secretarial Auditors
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors appointed CS Satish Patil,
Practicing Company Secretary, Pune (Proprietor of M/s. Satish Patil & Associates,
Company Secretaries) for conducting the Secretarial Audit of the Company for the Financial
Year 2024-2025.
The Report of the Secretarial Audit is annexed herewith as an 'Annexure B' to this
Report.
In compliance with the provisions of Section 204 and other applicable provisions of the
Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and pursuant to regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Board of Directors of the Company, at
their meeting held on May 17, 2025, have approved and recommended to the members of the
Company for their consideration and approval the appointment of M/s. Satish & Satish,
Practicing Company Secretaries, Pune (UIN:P2024MH99700 and Peer Review No.: 6423/ 2025),
as a Secretarial Auditor of the Company at the ensuing 35th Annual General Meeting of the
members of the Company, for a term of 5 consecutive years, to conduct the Secretarial
Audit of five consecutive financial years commencing from 1st April, 2025 to 31st March,
2030.
The Company has obtained consent and eligibility letter from the firm, confirming its
compliance with the eligibility criteria prescribed under the Act and SEBI LODR
Regulations. The firm holds a valid Peer Review Certificate issued by the Institute of
Company Secretaries of India (ICSI). They have also confirmed that they are not
disqualified from being appointed and have no conflict of interest with respect to
Secretarial Audit. Further, they have declared that they have not undertaken any
prohibited non-secretarial audit assignments for the Company, in compliance with Section
204 of the Act and the rules made thereunder, read with Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable
provisions. Further, the firm has the necessary qualifications, expertise, and experience
to carry out the Secretarial Audit and to issue the Annual Secretarial Compliance Report
in accordance with applicable laws.
Further, pursuant to SEBI (LODR) Regulations, 2015 read with SEBI circular No. LIST/
COMP/14/2018 dated June 20, 2018, a certificate from the Practicing Company Secretary is
required to be obtained, confirming that none of the Directors on the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors of
Companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority is
required to be annexed to Corporate Governance Report.
c. Internal Auditors:
In accordance with the provisions of Section 138 of the Companies Act, 2013 and the
rules made thereunder, the Board of Directors, based on the recommendation of the Audit
Committee, had appointed M/s. G R Patel & Associates, Chartered Accountants, as the
Internal Auditors of the Company for the financial year 2024-25.
The Internal Auditors were entrusted with responsibilities in line with the terms of
reference approved by the Audit Committee. Their scope of work included evaluating the
adequacy, effectiveness, and efficiency of the internal control systems, adherence to
internal policies, accounting systems, and operational procedures, as well as compliance
with applicable laws and regulations.
During the year under review, the Internal Auditors conducted periodic audits and
submitted their reports to the Audit Committee. Based on their evaluations, the Internal
Auditors expressed satisfaction with the Company's internal control mechanisms and did not
report any material weaknesses.
Further, at its meeting held on May 17, 2025, the Board of Directors, upon the
recommendation of the Audit Committee, re-appointed M/s. G R Patel & Associates,
Chartered Accountants, as the Internal Auditors of the Company for the financial year
2025-26.
The appointed firm possesses the necessary qualifications, and industry experience to
undertake the internal audit function in accordance with applicable statutory requirements
and best practices.
d. Cost Records:
In accordance with the provisions of Section 148 of the Companies Act, 2013, read with
Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is classified
under the category of Non-Regulated Sectors. As such, the Company is exempt from the
requirements of Cost Audit under the said provisions of the Companies Act, 2013.
Consequently, the appointment of Cost Auditors is not applicable for the Financial Year
2024-2025.
However, in compliance with the provisions of Section 148 of the Act, read with Rule 3
of the Companies (Cost Records and Audit) Rules, 2014, the Company is mandated to maintain
cost records. We wish to inform the Members that the Company has duly maintained the
required cost records for the financial year 2024-2025, in accordance with the statutory
requirements.
27. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of fraud committed against the Company by its
officers or employees to the Audit Committee or to the Board of Directors under Section
143(12) of the Act and the rules made thereunder.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors, Internal Auditors in their report.
There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditors in their audit report for the year ended March 31,2025 except to the following
instances:
I. The Company had filed certain e-forms with the Registrar of Companies, Pune, with a
delay.
Explanation by the Board: The Company encountered unforeseen technical issues for
filing the forms, which resulted in a delay in the submission of certain e-forms with the
Registrar of Companies, Pune. However, all other required filings have been duly completed
in time.
II. The Company submitted the disclosure of Related Party Transactions pursuant to
Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to BSE Limited with a delay of approximately 14 hours beyond the
prescribed timeline, which, as informed by the management, was caused by unforeseen
connectivity issues at the time of submission.
Explanation by the Board: The delay was caused by unforeseen connectivity issues at
the time of submission and the same has been filed within 24 hours of publication of
financial results.
29. RISK MANAGEMENT:
The Company has implemented a comprehensive and structured Risk Management Framework
aimed at identifying, assessing, and effectively mitigating risks. The Audit Committee
plays a pivotal role in overseeing the financial risks and associated controls.
The risks identified by the businesses are systematically evaluated and addressed
through ongoing mitigation strategies. The Company continuously monitors these risks to
ensure that appropriate action is taken to manage them in a proactive manner.
Further details regarding the Company's risk management framework, including the
specific risk assessment processes, are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
provided herein, since there are no employees who have received remuneration in excess of
the limits prescribed therein.
The statement containing the information required pursuant to Section 197 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014 in respect of employees of the Company and Directors forms part of this Report and is
annexed herewith as an 'Annexure C'.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars relating to the conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this Report and
is annexed herewith as 'Annexure D'.
32. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, your Company has complied with all applicable provisions
of the Secretarial Standard-1 and Secretarial Standard-2 issued by The Institute of
Company Secretaries of India.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of Directors acknowledges the Company's broader social obligations that
extend beyond the objective of profit generation. The Board is fully committed to actively
contributing to the socio-economic well-being of the communities and societies in which
the Company operates. In this regard, the Board oversees and regularly evaluates the CSR
initiatives to ensure their alignment with the Company's core values and strategic social
objectives.
In accordance with the provisions of Section 135 of the Companies Act, 2013, the
Company has duly formulated and adopted a comprehensive Corporate Social Responsibility
(CSR) Policy, which is available on the Company's website at
https://kvforge.com/wp-content/uploads/2023/04/KVF-Corporate-Social-Responsibility-Policy.pdf.
For the financial year 2024-25, the provisions of Section 135 of the Companies Act,
2013 were applicable to the Company. The Company has therefore allocated and spent the
requisite amount on CSR activities in full compliance with the objectives enumerated in
Schedule VII of the Act. A detailed report on the CSR initiatives undertaken during the
year is annexed as 'Annexure E' to this Report.
34. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:
In accordance with the provisions of the Act and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/
Whistleblower Policy. This policy provides a formal avenue for the Directors and employees
of the Company to report any genuine concerns or grievances related to unethical behavior,
actual or suspected fraud, or violations of the Company's Code of Conduct or Ethics.
The policy ensures adequate safeguards for Directors and employees who avail of this
mechanism, protecting them from victimization. It further provides for direct access to
the Chairman of the Audit Committee. The Audit Committee is entrusted with the
responsibility of overseeing the vigil mechanism. During the year under review, no
individual was denied access to the Audit Committee, and the Company is pleased to report
that no complaints or whistleblower activities were raised during the financial year.
The Vigil Mechanism / Whistleblower Policy adopted by the Company is available on the
Company's website at https://
kvforge.com/wp-content/uploads/2023/04/KVF-Whistle-Blower-Policy.pdf.
35. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
In compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder, the
Company has adopted a comprehensive policy for the prevention, prohibition, and redressal
of sexual harassment at the workplace. In line with this policy, the Company has
constituted an Internal Complaints Committee to address and resolve any complaints related
to sexual harassment. The primary objective of the policy is to provide a safe and secure
working environment for all employees, free from any form of discrimination, harassment,
or retaliation. It ensures that employees are protected from any incidents of sexual
harassment, and provides a structured and confidential process for the redressal of such
complaints.
We are pleased to report that during the financial year 2024-25, the Company did not
receive any complaints related to sexual harassment.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR:
During the financial year under review, the Company has neither made any application
nor is there any proceeding pending against the Company under the provisions of the
Insolvency and Bankruptcy Code, 2016, as of March 31, 2025.
37. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the financial year under review, the Company has not entered into any one-time
settlement with its banks or financial institutions. Consequently, the issue of any
difference between the valuation at the time of a one-time settlement and the valuation
done while availing loans from the banks or financial institutions does not arise.
38. GREEN INITIATIVE
The Board of Directors would like to bring to the esteemed attention of the members the
provisions of Section 20 of the Companies Act, 2013, read with the Companies (Management
and Administration) Rules, 2014, Listing Regulations as amended from time to time. These
provisions permit paperless compliance and the service of notices/documents, including the
Annual Report, through electronic means. In line with this, the Company has electronically
dispatched the Annual Report and the Notice of the Annual General Meeting to all members
whose email addresses are registered with the Company or the respective Depository
Participants.
As part of our continued commitment to environmental sustainability, we kindly
encourage members who have not yet registered their email addresses to do so. Members
holding shares in electronic form are requested to update their email addresses with their
respective Depository Participants and/or with the Company to enable seamless
communication and support this green initiative.
39. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Act with respect to the
Directors' Responsibility Statement, the Board of Directors, to the best of their
knowledge and ability, confirm that:
i. that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
ii. that they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year March 31,
2025, and of the profit of the Company for that period;
iii. that they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that they have prepared the annual accounts on going concern basis;
v. that they have laid down Internal Financial Controls to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively; and
vi. That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
40. ACKNOWLEDGEMENT:
Your Directors express their sincere gratitude for the continued guidance, support, and
assistance received from the Government, Statutory Authorities, and Banks. The Board also
extends its thanks to all esteemed shareholders, customers, vendors, and other
stakeholders for their unwavering faith, trust, and confidence in the Company.
Further, the Directors wish to place on record their deep appreciation for the
dedicated efforts, commitment, and valuable contributions made by employees across all
levels. Their hard work and perseverance have been instrumental in driving the Company's
sustained growth and success.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
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KRISHANVEER FORGE LIMITED |
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SD/- |
SD/- |
ARUN JINDAL |
NITIN RAJORE |
CHAIRMAN |
WHOLE TIME DIRECTOR |
DIN:00121523 |
DIN:01802633 |
PLACE: PUNE |
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DATE: MAY 17, 2025 |
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