To
The Members,
KAYNES TECHNOLOGY INDIA LIMITED
Your Directors take pleasure in presenting the Fifteenth (15th) Annual
Report of your Company, along with the Audited Financial Statements and Auditor's Report
for the Financial Year ended 31 March, 2023. This is the First Report post listing of the
shares of your Company on the Stock Exchanges.
1. FINANCIAL SUMMARY OR HIGHLIGHTS:
(All amounts are in ' Millions, except per equity share value)
Particulars |
Standalone |
Consolidated |
|
Year ended 31 March, 2023 |
Year ended 31 March, 2022 |
Year ended 31 March, 2023 |
Year ended 31 March, 2022 |
Revenue from Operations |
10,865.57 |
6,713.93 |
11,261.14 |
7,062.49 |
Other Income |
116.98 |
47.61 |
113.98 |
41.05 |
Total Income |
10,982.55 |
6,761.54 |
11,375.12 |
7,103.54 |
Total Expenses excluding Depreciation |
9,560.64 |
6,062.31 |
9,927.32 |
6,381.65 |
Depreciation and Amortization Expenses |
176.74 |
123.61 |
187.41 |
131.62 |
Profit/(Loss) before exceptional Items and tax |
1,245.17 |
575.62 |
1,260.39 |
590.27 |
Exceptional Items |
- |
- |
- |
- |
Profit/(Loss)before Tax |
1,245.17 |
575.62 |
1,260.39 |
590.27 |
Provision for Tax |
302.11 |
144.74 |
311.14 |
153.07 |
Deferred Tax charge/(credit) |
(4.55) |
21.03 |
(2.71) |
20.45 |
Profit/(Loss) for the year |
947.61 |
409.85 |
951.96 |
416.75 |
Other Comprehensive Income net of tax |
2.08 |
(1,62) |
2.96 |
(1.83) |
Total Comprehensive Income/(Expense) for the year |
949.69 |
408.23 |
954.92 |
414.92 |
(Less) Share of Profit / (loss) of minority interest |
- |
- |
1.75 |
2.27 |
Total Comprehensive Income/(Expense) for the year, Net of
Tax |
- |
- |
953.17 |
412.65 |
Earnings per Share-Basic in ' |
19.79 |
9.84 |
19.84 |
9.96 |
Earnings per Share-Diluted in ' |
19.55 |
8.85 |
19.61 |
8.95 |
2. STATE OF COMPANY'S AFFAIRS AND BUSINESS PROSPECTS
Revenue summary
The Board is pleased to report significantly enhanced levels of
business and profitability during the year under Report. This was made possible due to
concentrated efforts in various spheres from Business Development to Supply Chain to
Operations and all the enabling functions.
Your Company achieved a total revenue of ' 10,982.55 Mn during the
Financial Year ended 31 March, 2023 as against ' 6,761.54 Mn in the previous Financial
Year. Your Company has earned a net profit (after depreciation and tax) of ' 949.69 Mn in
the current year as against ' 408.23 Mn in the previous year.
Basic EPS for the year 2022-23 is ' 19.79 as against ' 9.84 in 2021-22.
Profitability summary
EBITDA growth over 0.83x and margins improved by 174bps with
strong operational performance.
PAT growth over 1.32x and margins improved by 261bps with
improvement in debt matrix and better fixed asset turnover ratio.
3. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business of the Company during
the year ended 31 March, 2023.
4. DIVIDEND
Your Company has in place the Dividend Distribution Policy for the
purpose of declaration and payment of Dividend in accordance with the provision of the
Companies Act, 2013 (the "Act") and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations").
The Dividend Distribution Policy is available on the website of the
Company at https://www.kaynestechnology.co.in/ doc/Codes-and-Policies/Kaynes%20Technoloay
Dividend%20distribution%20policy.pdf under Investors section.
The Board does not recommend any dividend for the Financial Year
2022-23.
5. AMOUNTS TRANSFERRED TO RESERVES
The Company has not proposed to transfer any amount to the general
reserve for the year ended 31 March, 2023.
6. ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return i.e., Form
MGT-7 of the Company for the FY 2022-23 is available on the website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Annual%20Return Form MGT 7
2022-23.pdf
7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Your Company has an appropriate mix of Executive, Non-Executive and
Independent Directors to maintain the independence of the Board and separate its functions
of governance and management. The composition of the Board of Directors, Key Managerial
Personnel and changes in the composition of the Board of Directors and Key Managerial
Personnel as on 31 March, 2023 is exhibited below:
Sl. No. Name |
Designation |
Date of appointment |
1. Savitha Ramesh |
Chairperson & Whole Time Director |
28/03/2008 |
2. Ramesh Kunhikannan |
Managing Director |
28/03/2008 |
3. Jairam P Sampath |
Whole Time Director & Chief Financial Officer |
10/03/2018 |
4. S G Murali |
Independent Director |
21/02/2022 |
5. Anup Kumar Bhat |
Independent Director |
12/01/2022 |
6. Vivekanandah Ramasamy |
Independent Director |
12/01/2022 |
7. Alexander Koshy |
Independent Director |
21/02/2022 |
8. Poornima Ranganath |
Independent Director |
31/03/2022 |
9. Rajesh Sharma |
Chief Executive Officer |
20/12/2021 |
10. Srividhya Narayanan |
Company Secretary & Compliance officer |
31/01/2018 |
There has been no change in the constitution of Board during the year
under review. None of the Directors are disqualified from being appointed as such under
the provision of Section 164 of the Companies Act, 2013.
Your Board consists of 8 (Eight) Members, which include 3 (Three)
Executive Directors, 5 (Five) Independent Directors including 1 (One) Woman Independent
Director as on the date of this Report. The Board periodically evaluates the need for
change in its composition and size.
I n terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mrs. Savitha Ramesh, Whole Time Director, retires at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
The Independent Directors, Mr. S G Murali, Mr. Anup Kumar Bhat, Mr.
Vivekanandah Ramasamy, Mr. Alexander Koshy and Mrs. Poornima Ranganath have maintained
highest standards of integrity in their dealings with the Company. They also possess the
requisite expertise and experience (including Proficiency) necessary for acting as
Independent Directors of the Company. Annual Declarations received from the Independent
Directors for the year 2022-23 contain affirmations regarding registrations in the data
bank.
The Company has 5 (Five) Key Managerial Persons (KMPs) including
Executive Directors, Mrs. Savitha Ramesh, Executive Chairperson and Whole Time Director,
Mr. Ramesh Kunhikannan, Managing Director, Mr. Jairam Paravastu Sampath, Whole Time
Director and Chief Financial Officer, Mr. Rajesh Sharma, Chief Executive Officer and Mr.
Ramachandran Kunnath, Company Secretary & Compliance Officer as on the date of this
Report.
Changes in Key Managerial Personnel:
Mrs. Srividhya Narayanan resigned as Company Secretary & Compliance
Officer of the Company w.e.f closing of business hours on 31 March, 2023. The Board has
placed on record its deep appreciation of the contribution made by Mrs. Srividhya
Narayanan during her tenure as Company Secretary & Compliance Officer of the Company.
Based on the recommendation of Nomination & Remuneration Committee,
the Board at its Meeting held on 30 March, 2023 appointed Mr. Ramachandran Kunnath as
Company Secretary & Compliance Officer w.e.f. 1 April, 2023.
Declaration by Independent Directors:
Declarations under Section 149(7) of the Companies Act, 2013 have been
received from all the Independent Directors of the Company confirming that they meet the
criteria of independence as provided in Sub-Section 6 of Section 149 of the said Act and
as per the Listing Regulations.
The Board has evaluated the Independent Directors and confirms that Mr.
SG Murali, Mr. Anup Kumar Bhat, Mr. Vivekanandah Ramasamy, Mr. Alexander Koshy and Mrs.
Poornima Ranganath have fulfilled the independence criteria as specified in the Listing
Regulations and their independence from the management.
Details on terms of appointment of Independent Directors and the
familiarization program have been displayed on website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology
Familiarization%20prog ramme.pdf.
8. BOARD MEETINGS
The Board of Directors of the Company met 13 times during the year
under review. The details of these Board Meetings are provided in the Report on Corporate
Governance section forming part of the Annual Report. The necessary quorum was present for
all the meetings.
The maximum gap between any two meetings was within the stipulated time
period as prescribed under the Companies Act, 2013 and the Listing Regulations. The
details of the Meetings of the Board and its Committees are exhibited in the Corporate
Governance Report which forms an integral part of the Annual Report.
Separate meeting of the Independent Directors - In terms of
requirements under Schedule IV of the Act and Regulation 25(3) of the Listing Regulations,
One separate meeting of the Independent Directors was held during FY23. Further details
are mentioned in the Corporate Governance report.
9. COMMITTEES OF THE BOARD:
As on 31 March, 2023, your Board has 5 Committees viz., Audit
Committee, Nomination & Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders' Relationship Committee and Borrowings & Investment Committee.
The composition of the Committees, Roles and Responsibilities and Meetings held, as per
the applicable provisions of the Act, Rules and the Listing Regulations are given
separately in Corporate Governance Report which forms an integral part of the Annual
Report.
10. CORPORATE GOVERNANCE:
Your Company has been following and adhering to the best Corporate
Governance practices to ensure value system of integrity, fairness, transparency,
accountability and adoption of the highest standards of business ethics will reap benefits
to all the stakeholders. The Corporate Governance Report in terms of Regulation 34 of the
Listing Regulations has been disclosed separately and forms part of the Annual Report.
The Compliance Certificate issued by Mrs. Kalaivani S, Practising
Company Secretary, on compliance with conditions of Corporate Governance as stipulated in
the Listing Regulations and Corporate Governance Report is annexed to this report as Annexure
- 1.
11. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):
A detailed financial performance analysis is provided in the Management
Discussion and Analysis Report, which is part of the Annual Report.
12. PERFORMANCE EVALUATION OF THE BOARD AND BOARD DIVERSITY:
The performance evaluation of the Board and its Committees is
applicable to the Company from FY 2022-23 pursuant to listing of the shares of the Company
on the Stock Exchanges.
Your Board has in place a formal mechanism for evaluating its
performance as well as that of its Committees and individual Directors, including the
Chairperson of the Board. The evaluation was carried out through a structured
questionnaire covering various aspects of the functioning of Board and its Committees. The
detailed process in which annual evaluation of the performance of the Board and its
Committees, Chairperson and individual Directors including Independent Directors is
disclosed in the Corporate Governance Report which forms an integral part of the Annual
Report.
Further, the Independent Directors, at their exclusive Meeting held on
21 March, 2023 reviewed the performance of the Board, its Chairman and Non-Independent
Directors and other items as stipulated under the Listing Regulations.
A diverse Board enables efficient functioning through its access to
Broad perspectives and diverse thought processes underpinned by a range of scientific,
industrial and management expertise, gender, knowledge and geographical origins.
The Board recognises the importance of diverse composition and has
adopted a Board Diversity Policy, which sets out the approach to diversity. The Board
diversity policy of the Company is available on the website of the Company at https://
www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology_Board%20diversity%20policy.pdf
13. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of Board's knowledge and belief and according to the
information and explanations obtained by the Board of Directors, Your Directors make the
following statements in terms of Sections 134(3)(c) & 134(5) of the Companies Act,
2013:
a) in the preparation of the annual accounts for FY 2022-23, the
applicable Indian Accounting Standards (Ind AS) have been followed along with proper
explanation relating to material departures,
b) The Directors 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 as on 31 March, 2023
and of the Profit and Loss of the Company for that period;
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 laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Your Company has adopted Nomination & Remuneration Policy for the
purpose of Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes and independence of a Director, in accordance with
Section 178(3) of the Companies Act, 2013 and the rules made thereunder. The copy of said
Policy is available on the website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20 Technology
NRC%20policy.pdf.
15. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014:
Disclosures required under Section 197 of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been
annexed as Annexure - 2. Particulars of Employees' Remuneration, as required under
Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report, excluding the said information, is being sent to the shareholders of the
Company and others entitled thereto. The information is available for inspection at the
registered office of the Company during working hours up to the date of the ensuing AGM.
Any shareholder interested in obtaining such information may write to the Company at
kaynestechcs@kaynestechnology.net in this regard.
16. LOANS, GUARANTEES AND INVESTMENTS:
Particulars of Loans granted, Guarantees given and Investments made by
the Company pursuant to Section 186 of the Companies Act, 2013 and the rules made
thereunder are provided in financial statements which forms a part of the Annual Report.
17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during
FY 2022-23 with its related parties were in the ordinary course of business and on arm's
length basis. All Related Party Transactions (RPTs) were placed before the Audit Committee
for its approval.
During FY 2022-23, your Company had not entered into any materially
significant transaction which requires the approval of Shareholders under Regulation 23 of
the Listing Regulations or Section 188 of the Act. The disclosures on Related Party
Transactions under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is enclosed to this report as Annexure - 3.
The details of Related Party Transactions are also furnished in Notes to Financial
Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.
The Policy on RPTs as approved by the Board is available on the
Company's website at
https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Kaynes%20Technology
RPT%20policy.pdf
18. SHARE CAPITAL:
1. Changes In Share Capital:
A. Capital Structure As on 31 March, 2023:
Particulars |
Authorised Share Capital in ' |
Issued, Subscribed, Paid-up Capital in ' |
Number of Equity shares |
70,000,000 |
58,142,496 |
Nominal amount per Equity Share |
10 |
10 |
Total amount of Equity Shares |
700,000,000 |
581,424,960 |
Number of Preference Shares |
2,000,000 |
- |
Nominal value per Preference Share |
10 |
10 |
Total amount of Preference Shares |
20,000,000 |
- |
Total |
720,000,000 |
581,424,960 |
During the year under review, the Paid up Share Capital of the Company
was increased from ' 465,371,520/- to ' 581,424,960/-. The Company issued and allotted
616,770 Equity Shares of ' 10/- each pursuant to conversion of 333,323 Series B
Compulsorily Convertible Preference Shares (CCPS) and 45,823 Series C CCPS on 12 October,
2022 on preferential basis. Further, the Company issued and allotted 1,439,237 and 899,523
Equity Shares of ' 10/- each at a premium of ' 545.85 per Share through Private Placement
to Acacia Banyan Partners and Volrado Venture Partners Fund II on 12 October, 2022 and 14
October, 2022 respectively.
Further, in the month of November 2022, the Company issued and allotted
9,028,900 Equity Shares of ' 10/- each at a premium of ' 577/- per Share thereby raising '
530 Crores through an Initial Public Offer (IPO).
The Company has taken necessary approvals of the Board and Shareholders
for the aforesaid issue of Equity Shares.
B. Details of Buy Back of Securities:
The Company has not bought back any of its securities during the year
under review.
C. Details of issue of Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the year
under review.
D. Details of issue of Bonus Shares:
No Bonus Shares were issued during the year under review.
E. Details of Issue of Equity Shares with Differential Rights:
The Company has not issued any Equity Shares with differential rights
during the year under review.
F. Disclosure in respect of voting rights not exercised directly by the
employees in respect of shares to which the scheme relates:
There are no such cases arisen during the year under review.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Your Company being one of top 1000 listed entities based on Market
Capitalisation Value, is required to include Business Responsibility and Sustainability
Report in the Annual Report describing the initiatives taken by the Company from
environmental, social and governance perspective.
20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), the amount in Unpaid Dividend Account, the application
money received for allotment of any securities and due for refund, principal amount of
matured deposits and debentures and interest accrued thereon, redemption amount of
preference shares, etc. remaining unclaimed and unpaid for a period of 7 (Seven) years
from the date it became due for payment by the Company shall be transferred to the
Investor Education and Protection Fund established by the Central Government. In addition
to that, the Shares on which Dividend has not been paid or claimed by the Shareholders for
7 (Seven) consecutive years or more shall be transferred by the Company to IEPF, pursuant
to section 124(6) of the Act and the rule made thereunder.
During the FY 2022-23, there were no amounts which were required to be
transferred to the IEPF by the Company.
21. EMPLOYEE STOCK OPTION SCHEME:
Your Company has an Employee Stock Option Scheme under 'KAYNES ESOP
SCHEME 2022', which is administered by the Nomination & Remuneration Committee for
the benefit of employees.
The Compliance Certificate from the Secretarial Auditor of the Company
stating that the Kaynes ESOP Scheme 2022 has been implemented in accordance with SEBI
(Share Based Employees Benefits and Sweat Equity) Regulations, 2021 is annexed to this
report.
The disclosures as required under SEBI (Share Based Employees Benefits
and Sweat Equity) Regulations, 2021 forms part of this report.
Pursuant to Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014, the applicable disclosures as on 31 March, 2023 are as follows:
DETAILS OF ESOP
(i) Description of the existing ESOP Plan is summarized below:
Sl. No. Particulars |
KAYNES ESOP SCHEME 2022 |
1. Date of Shareholder's Approval |
12 January, 2022 |
2. Date of last Modification |
14 October, 2022 |
3. Total number of Options approved |
923,160 |
4. Exercise Price Per option |
' 138/- |
5. Pricing Policy |
' 138/- |
6. Vesting period |
4 years |
7. Exercise Period |
Within 2 years from the date of vesting |
8. Variation in terms of Options during FY 2022-23 |
None |
(ii) Movement of options during the FY 2022-23 is as follows:
Sl. No. Particulars |
ESOP Plan 2022 |
1. Number of Options outstanding at the beginning of the FY
2022-23 (1 April, 2022) |
923,160 |
2. Number of Options granted during the FY 2022-23 (including
re-grant of surrendered options) |
923,160 |
3. Number of Options forfeited/lapsed during the FY 2022-23 |
61,919 |
4. Number of Options vested during the FY 2022-23 |
- |
5. Number of Options exercised during the FY 2022-23 |
- |
6. Number of shares arising as a result of exercise of
options |
- |
7. Money realized by exercise of options (?) |
- |
8. Number of options outstanding at the end of the FY 2022-23
(31 March, 2023) |
861,241 |
9. No. of options exercisable as of 31 March, 2023 |
- |
(iii) Employee wise details of options granted during the FY 2023 is as
follows:
Sl. No. Particulars |
Number of Options Granted (including
Re-Issue) |
Exercise Price per Option (in ') |
1 Key Managerial Personnel (MD, CEO, CFO, CS) |
|
|
Jairam P. Sampath (WTD & CFO) |
20,980 |
' 138.00 |
Rajesh Sharma (CEO) |
20,980 |
' 138.00 |
Srividhya Narayanan (CS) |
2,170 |
' 138.00 |
2 Any other employee who receives a grant of options in
any one year of option amounting to five percent or more of options granted during that
year |
Nil |
Nil |
3 Identified employees who were granted option, during any
one year, equal to or exceeding one percent of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant |
Nil |
Nil |
22. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy:
The Company continues to accord priority to energy conservation. The
Company's 'energy saving' team is committed to minimize the energy consumption and is
implementing several energy saving projects. Consistent efforts are being made for
identifying potential areas for energy saving.
B. Technology absorption:
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company's operations require
significant import of technology.
C. Foreign Exchange Earnings and Outgo:
Total Foreign Exchange Used (Cash basis) |
As on 31 March, 2023: ' 6,282.65 Mn |
Total Foreign Exchange Earned (Accrual Basis) |
As on 31 March 2023: ' 1,040.80 Mn |
23. A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY:
In today's economic environment, Risk Management is a very important
part of business. The main aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may pose risks for the business. Your
Company ensures that all the risks are timely defined and mitigated in accordance with the
Risk Management Process.
24. CORPORATE SOCIAL RESPONSIBILITY(CSR):
In line with Section 135 read with Schedule VII of the Companies Act,
2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee and
adopted a CSR Policy. The annual report on CSR activities for the Financial Year ended 31
March, 2023 is attached hereto and is marked as Annexure - 4.
25. INTERNAL FINANCIAL CONTROL:
Your Company has an Internal Financial Control System, commensurate
with the size, scale and complexity of its operations. Internal Controls in the Company
have been designed to further the interest of all its stakeholders by providing an
environment which is facilitative to conduct its operations and to take care of, inter
alia, financial and operational risks with emphasis on integrity and ethics as a part of
work culture.
The scope and authority of the Internal Audit (IA) is defined by the
Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of
internal financial control system in the Company and its compliance with accounting
procedures, financial reporting and policies at all locations of the Company. Based on the
report of internal audit, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Any significant audit observations and
corrective actions thereon are presented to the Audit Committee and the Board. No major
internal control weakness was identified during the year. The Company also has a
well-functioning Whistle Blower Policy in place.
Your Company has laid down set of standards, process and structures
which enables to implement internal financial control across the organisation and ensure
that the same are adequate and operating effectively.
26. PROHIBITION OF INSIDER TRADING:
In compliance with SEBI (Prohibition of Insider Trading) Regulation
2015, the Company has adopted a 'Code of Conduct for Prevention of Insider Trading'. The
said Code is available on the Company's website at https://www.kaynestechnology.
co.in/doc/Codes-and-Policies/Kaynes%20Technology
Code%20of%20conduct%20for%20prevention%20of%20 insider%20trading.pdf.
27. VIGILANCE MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act, 2013, the Company has
established a Whistle Blower Policy for Directors and employees to report any unethical
conduct, misuse of unpublished price sensitive information, actual or suspected fraud or
violation of Company's Code of Conduct.
The detailed Policy is available on the website of the Company at
https://www.kaynestechnology.co.in/doc/Codes-and- Policies/Project%20catalyst
Policy%20on%20prevention%20of%20sexual%20harrasment%20at%20workplace.pdf.
28. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES AS REQUIRED UNDER
THE PROVISIONS OF SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE AS FOLLOWS:
A. Employees who were employed throughout the year and were in receipt
of remuneration in aggregate of not less than ' 10,200,000/- for 12 Months:
Sl. Name No. Messrs |
Designation |
Qualification |
Age (years) |
Experience (years) |
Date of commen_ cement of employment |
Remuneration Received (' in Mn) |
Last employment |
|
|
|
|
|
|
|
Employer Name |
Post Held |
1 Ramesh Kunhikannan |
Managing Director |
Bachelor's degree in Electrical Engineering |
59 |
35 |
28-03-2008 |
18.0 |
NA |
NA |
2 Savitha Ramesh |
Chairperson & Whole Time Director |
Bachelor's degree in Commerce |
51 |
27 |
28-03-2008 |
18.0 |
NA |
NA |
B. Employees who were employed for part of the year and were in receipt
of remuneration in aggregate of not less than ' 8,50,000/-per month.
Sl. Name No. |
Designation |
Qualification |
Age (years) |
Experience (years) |
Date of Commencement of employment |
Remuneration Received (' in Mn) |
Last employment |
|
|
|
|
|
|
|
Employer Name |
Post Held |
|
|
|
NIL |
|
|
|
|
|
C. Remuneration received by Managing Director /Whole Time Director from
Holding or Subsidiary Company:
During the year under review, Managing Director /Whole Time Director
have not received any Remuneration or Commission from Subsidiaries of the Company.
Further, the Company is not subsidiary to any other Company.
D. Affirmation that the payment of remuneration is as per the
Remuneration Policy of the Company:
Your Board hereby affirms that the payment of remuneration is as per
the Remuneration Policy of the Company.
29. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES AND JOINT VENTURES:
Sl. Name of Company No. |
SUBSIDIARY / ASSOCIATE |
Holding percentage |
1 Kemsys Technologies Private Limited |
Subsidiary |
100% |
2 Kaynes Embedded Systems Private Limited |
Subsidiary |
60% |
3 Kaynes Electronics Manufacturing P Ltd (KEMPL) |
Subsidiary |
100% |
4 Kaynes Technology Europe GmbH |
Subsidiary |
60% |
5 Kaynes International Design & Manufacturing Private
Limited |
Subsidiary |
95.21% |
Statement relating to Subsidiary Companies in Form AOC-1 is part of
this report as Annexure - 5
30. AUDITORS AND AUDITOR'S REPORT:
A. STATUTORY AUDITORS:
In terms of the requirement of the Companies Act, 2013, Messrs K P Rao
& Co, Chartered Accountants, having the Institute of Chartered Accountants of India,
Firm Registration No.003135S, were appointed as Statutory Auditors of the Company for a
term of 5 (five) years, to hold office from the conclusion of 13th (Thirteenth) Annual
General Meeting until the conclusion of 18th (Eighteenth) Annual General Meeting.
Ratification of Auditors in every General Meeting is not required as first proviso to
Section 139 has been deleted pursuant to notification dated 7 May, 2018. The Auditors'
Report read together with Annexure referred to in the Auditors' Report for the Financial
Year ended 31 March, 2023 do not contain any qualification, reservation, adverse remark or
disclaimers.
The Auditor's Report is enclosed with the Financial Statements and
forms part of the Annual Report
During the year under review, the Statutory Auditors have not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section134(3)(ca) of the Act.
B. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of your Company at its meeting held on 21 May, 2022 had appointed Mrs. Kalaivani S,
Practising Company Secretary (CP No.: 22158), to undertake the Secretarial Audit of the
Company for the Financial Year 2022-23.
The Secretarial Audit Report is annexed herewith as Annexure - 6.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
C. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
Messrs Brahmayya & Co., Chartered Accountants, Bengaluru, Firm Registration No.
000515S, were appointed as the Internal Auditors of the Company at its Meeting held on 12
January, 2022 to undertake the Internal Audit of the Company for the Financial Year
2022-23. During the year under review, the Internal Auditors have not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
D. COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, the Board of Directors of your Company at its
meeting held on 21 May, 2022 had appointed Messrs. GA and Associates, Cost Accountants,
Mysuru (Firm Registration Number: 000409) as the Cost Auditors of the Company to undertake
the Cost Audit of the Company for the Financial Year 2022-23.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place the Policy on Prevention of Sexual Harassment
at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website
of the Company at https://www.kaynestechnology.co.in/doc/Codes-and-Policies/Project%20
catalyst Policy%20on%20prevention%20of%20sexual%20harrasment%20at%20workplace.pdf.
An Internal Complaints Committee has been setup to redress complaints
received regarding sexual harassment.
The following is the summary of sexual harassment complaints received
and disposed off during the year:
No. of complaints received in Financial Year 2022-23: NIL
No. of complaints disposed off during the Financial Year 2022-23: NIL
No. of complaints pending as on end of the Financial Year 2022-23: NIL
32. SECRETARIAL STANDARDS:
During the Financial Year 2022-23, your Company has complied with the
all the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Companies Act,
2013.
33. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:
Following are material changes and commitment affecting the financial
position of the Company during the period between the end of the Financial Year and the
Date of the report.
Based on recommendation of Nomination & Remuneration Committee, the
Board at its Meeting held on 30 March, 2023 appointed Mr. Ramachandran Kunnath as Company
Secretary & Compliance Officer w.e.f 1 April, 2023.
34. MATERIAL CHANGES & COMMITMENTS:
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year to which
the financial statements relate to and the date of this report.
35. OTHER DISCLOSURES:
Disclosures |
Board's Comment |
Deposits |
The Company has not accepted any public deposits within the
meaning of Section 73 and under Chapter V of the Companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014 during FY 2022-23. Hence, the disclosures as required
under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable. |
Debentures |
The Company has not issued any debentures during FY 2022-23. |
Insolvency and Bankruptcy Code, 2016 |
During FY 2022-23, no application was made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016. |
One-Time Settlement with the banks and financial institutions |
During FY 2022-23, your Company has not entered into any
One-Time Settlement with the Banks and Financial Institutions. |
Cost Audit |
In terms of the Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting
records and get them audited every year from Cost Auditor and accordingly such accounts
and records are made and maintained by your Company. The Board of Directors appointed
Messrs GA & Associates, Cost Accountants (FIRM REG. No. 000409) as Cost Auditors to
audit the cost accounts of your Company for the Financial Year 2022-23. The Cost Audit
Report for the FY 2022-23 will be filed with the Ministry of Corporate Affairs within the
due date. |
Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operation in future |
During FY 2022-23, no significant or material orders were
passed by any of the Regulators or Courts or Tribunals which impact the going concern
status and Company's operation in future. |
Statement of Deviation(s) or Variation(s) |
During FY 2022-23, your Company has raised ' 530 Crores from
Initial Public Offer (IPO). Your Board hereby confirms that there were no deviation(s) or
variation(s) in the utilization of proceeds from the objects stated in the offer document
or explanatory statement to the notice for the general meeting, as applicable. |
36. ACKNOWLEDGEMENTS:
The Board of Directors wish to place on record its appreciation of the
co-operation extended by all the Stakeholders and State Governments, Financial
Institutions & Banks, employees, investors and customers.
|
|
For and on behalf of the Board of Directors KAYNES
TECHNOLOGY INDIA LIMITED |
|
Savitha Ramesh |
Ramesh Kunhikannan |
Date: 16 May, 2023 |
(Executive Chairperson & WTD) |
(Managing Director) |
Place: Mysuru |
DIN: 01756684 |
DIN: 02063167 |