Financial Year: 2023
Kusum Industrial Gases Limited, Annual Report 2022-2023
Directors' Report
The directors present the 41st Annual Report on the company's business and operations for the year ended March 31, 2023.
Financial Results:
The company reports the following financial results (all figures in Rupees):
Profit before exceptional items and tax: 3,87,70,170 (2023) vs. 6,39,54,742 (2022)
Less: Provision for taxation: 81,98,126 (2023) vs. 1,47,81,391 (2022)
Profit after taxation: 3,05,72,044 (2023) vs. 4,91,73,351 (2022)
Other Comprehensive Income: 1,32,01,78,851 (2023) vs. -84,73,70,199 (2022)
Balance brought forward from Previous year: 4,15,38,92,828 (2023) vs. 4,95,20,94,292 (2022)
Appropriations:
Operational Review:
The company recorded a profit after tax of Rs. 305.72 Lakhs, compared to Rs. 491.73 Lakhs in the previous year.
Future Outlook:
The directors are hopeful for better performance in the current financial year.
Dividend:
No dividend is recommended for the year ended March 31, 2023, to plough back resources.
Reserves:
No amount has been proposed for transfer to the General Reserve.
Meetings of Directors:
The directors met five times in 2022-23 to review operations, discuss financial results, and plan future strategies. Meeting dates were 28.05.2022, 13.08.2022, 11.11.2022, 02.01.2023, 10.02.2023 and 27.03.2023.
Directors and Key Managerial Personnel:
The board has two Independent (Non-Executive) Directors and One whole-time Director (Executive). Mr. Dinesh Parakh was appointed as Director and Chief Financial Officer and Key Managerial Personnel w.e.f. January 02, 2023. Ms. Priyanka Lachchiramka was appointed as Company Secretary w.e.f. April 01, 2023, replacing Ms. Ruchi Chowdhury, who resigned on the same date.
Statement on Declaration by Independent Directors:
A statement on Declaration by Independent Directors under sub-section (6) of section 149 of the Companies Act, 2013 is attached with the report as a separate annexure.
Particulars of Contracts or Arrangements Made with Related Parties:
The company had related party transactions during the year, as disclosed in the Annual Accounts.
Directors Responsibility Statement:
The Directors confirm that:
Statutory Auditors:
M/s Sourabh Majumdar & Associates, Chartered Accountants, were appointed to fill the casual vacancy due to the resignation of M/s. Ray & Co. They will hold office until the upcoming Annual General Meeting.
Auditors' Report:
The comments in the Auditors' report are self-explanatory and do not require further clarification.
Secretarial Audit Report:
Mr. K. C. Khowala, Company Secretary in Practice, was appointed as Secretarial Auditor. The audit report is annexed and contains no qualifications, reservations, adverse remarks, or disclaimers.
Shifting of Registered Office:
The company's registered office shifted to 3F, Park Plaza, 71, Park Street, Kolkata 700016, effective April 01, 2023.
Deposits:
The Company did not accept any deposits from the public.
Particulars of Employees:
No employee received remuneration exceeding the prescribed limit under the Companies Act, 2013.
Conservation of Energy & Technology Absorption:
Since the company is not carrying on manufacturing activities, this information is not furnished.
Details of Subsidiary, Joint Venture, or Associates:
The Company does not have any Subsidiary, Joint venture and Associate Companies as per details given in the Annual Accounts.
Particulars of Loans and Guarantees:
The Company has not given any loans or guarantee for loans taken by others under Section 186 of the Companies Act, 2013 and also not made any investments beyond the limits prescribed under the aforesaid section during the year.
Foreign Exchange Earnings & Outgo:
Foreign Exchange earnings: Nil Foreign Exchange outgo: Nil
Nomination and Remuneration Policy:
The Nomination and Remuneration Committee has formulated a policy for the appointment of Directors and Key Managerial Personnel and determination of remuneration, including criteria for qualification, positive attributes and independence of a director. The non-executive directors and the independent directors shall not receive any remuneration, as well as they have wave their sitting fees for attending meetings of the Board and its Committees.
Audit Committee:
The Company has a duly constituted Audit Committee with three directors as its members. The Audit Committee had met four times during the year under review.
Annual Return:
The Annual Return of the Company as on March 31, 2023 is available on the website of the Company at MGT-9-Extract-of-Annual-Return 31.03.2023 Kusum-1.pdf (kusumindustrialgasesltd.co.in)
Appreciation:
The directors express gratitude to shareholders, bankers, employees, and well-wishers.
Annexures to the Directors Report
Conservation of Energy: The Company's activities do not involve significant energy consumption. Continuous efforts are made to conserve energy to the extent possible.
Technology Absorption: R&D was NIL, no benefit derived, no future plan of action, no expenditure on R&D. Constant efforts are made by the Company to develop cost-effective new systems/technologies.
Foreign Exchange Earning and Outgo: Foreign exchange earning is Nil, and foreign exchange outgo is Nil.
Certificate of Non-Disqualification of Directors
The Directors of Kusum Industrial Gases Ltd. are not disqualified from being appointed or continuing as Directors.
Extract of Annual Return (Form No. MGT-9):
Auditor's Report:
The auditor's report, which provides opinions on the financial statements, internal controls, and compliance with various laws and regulations, also notes that the Company is an Unregistered Core Investment Company (CIC) in terms of the Reserve Bank of India (RBI) notification and is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Annexure A to the Auditors' Report The company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment. No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable.
Annexure B to the Auditor's Report
The company had adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023.
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