Your Directors hereby present their 39th Annual Report along with
Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL RESULTS (Rs. in Lakhs)
|
Year Ended |
Year Ended |
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue from Operations |
|
|
| Gross |
1,40,370.26 |
1,04,789.66 |
| Net of Excise Duty |
1,40,370.26 |
1,04,789.66 |
| Other Income |
225.72 |
90.03 |
| Pro t before Finance Costs, |
|
|
| Depreciation and Amortisation |
|
|
| Expense & Tax Expenses |
13,026.31 |
5,959.71 |
| Finance Costs |
652.92 |
528.81 |
| Pro t before Depreciation and |
|
|
| Amortisation Expense & Tax Expenses |
12,373.39 |
5,430.90 |
| Depreciation and Amortisation Expense |
1,414.15 |
1,296.50 |
| Pro t before Tax Expenses |
10,959.24 |
4,134.40 |
| Tax expenses - Current Tax |
2,970.00 |
1,149.00 |
| - Deferred Tax |
(151.79) |
(77.94) |
|
2,818.21 |
1,071.06 |
| Pro t after Tax Expenses |
8,141.03 |
3,063.34 |
| Balance brought forward |
11,126.95 |
8,065.74 |
| Other Comprehensive Income |
(0.52) |
(2.13) |
| Surplus carried forward |
19,267.46 |
11,126.95 |
BUSINESS OPERATIONS
Your Company reported a top-line growth of 33.95% over the Previous
year. The Net Revenue from operations stood at
Rs. 1,40,370.26 Lakhs compared with Rs. 1,04,789.66 Lakhs in the
Previous Year. The Operating Pro t before tax stood at
Rs. 10,959.24 Lakhs as against Rs. 4,134.40 Lakhs in the Previous Year.
The Net Pro t for the year stood at Rs. 8,141.03 Lakhs against Rs. 3,063.34 Lakhs reported
in the Previous Year.
The company continues to retain and reinforce its market leadership in
modified thermoplastics with a pan India network of operations having plants and
warehouses situated in auto hubs and industrial belts.
There are no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report.
Detailed analysis of the State of the Company's affairs and
performance during the year is provided in Annexure to this report under Management's
Discussion and Analysis Report.
DIVIDEND
In order to conserve resources, your Directors have decided not to
recommend any dividend for the financial year under review.
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend
Distribution Policy duly approved by the Board is available on the website of the Company
viz. www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/DDPolicy1.pdf
RESERVES
As on March 31, 2023 the reserves and surplus stood at
Rs. 45,388.20 Lakhs as compared to Rs. 37,247.69 Lakhs as on March 31,
2022. Your Directors do not propose to transfer any amount to the reserves.
SHARE CAPITAL
The paid up equity capital of the Company stood at Rs. 1,211.05 Lakhs.
The Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity.
FINANCE
Cash and cash equivalents as at March 31, 2023 was Rs. 239.54 Lakhs.
The company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees nor has made any
Investments covered under the applicable provisions of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has appointed independent professional
audit rm to carry out internal audit at all its locations. The scope of its Internal Audit
program is laid down by the Audit committee of the Board of Auditors. To maintain its
objectivity and independence, the Internal Audit function reports to the Audit Committee
of the Board.
The Internal Audit team monitors and evaluates the ef cacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board of Directors.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social
Responsibility" (CSR) drive, the Company has undertaken projects which are in
accordance with the Companies Act, 2013 and the Company's CSR policy. The Report on
CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules is annexed as Annexure I and forms an integral part of this Report.
ENVIRONMENT, HEALTH AND SAFETY
The facilities of the Company has ISO 9001:2015 and IATF 16949:2016
Certifications.
Your Company's policy require the conduct of all operations in
such a manner so as to ensure safety of all concerned, compliance of statutory and
industrial requirements for environment protection and conservation of natural resources
to the extent possible.
As required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the Rules made thereunder, the Company has
formulated and implemented a policy on prevention of sexual harassment at the workplace
with a mechanism of lodging complaints. The Company has not received any compliant under
this policy during the year under review.
INDUSTRIAL RELATIONS
Industrial relations remained cordial during the year.
Various HR initiatives are continuously taken to align the HR policies
to the growing requirements of the business. Reviews, training and tools are being
provided for the personnel to improve overall ef ciency.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Director, Mr. Wu Xiaohui (DIN : 06617977) retire by rotation and
being eligible, offers himself for re-appointment. The Directors recommend Mr. Wu Xiaohui
for re-appointment.
Brief details of the Director, proposed to be re-appointed, as required
under SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.
Mr. Xie Dongming has tendered his resignation from the position of
Chief Financial Of cer (CFO) of the Company with effect from 10th November, 2022 due to
change in his roles and responsibilities in KINGFA Group.
Mr. Chen Xiaoqiong has been appointed as Chief Financial Of cer (CFO)
and Key Managerial Personnel (KMP) of the Company with effect from 10th November, 2022.
Declaration by an Independent Director(s)
The Independent Directors of your Company have given a declaration
confirming that they meet the criteria of independence as prescribed both under the Act
and the Listing Regulations and the same is complied with Code of Conduct as per Schedule
IV to the Act.
None of the Directors are disqualified from being appointed as or
holding office as Director, as stipulated under Section 164 of the Act.
KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, pursuant to the provisions of the Companies
Act, 2013 and the rules made thereunder, Mr. Bo Jingen, Managing Director, Mr. D.Balaji,
Whole-time Director designated as Executive Director, Mr. Chen Xiaoqiong, Chief Financial
Of cer and Mr. Nirnoy Sur, Company Secretary were the Key Managerial Personnel of the
Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors inducted into the Board are familiarized with
the Organisation. The details of such program are provided in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the year, four Board Meetings were convened and held on 25th
May, 2022, 10th August, 2022, 10th November, 2022 and 14th February, 2023 and details of
the same are given in the Corporate Governance Report which forms part of this Report.
COMMITTEES OF THE BOARD
The details of the various Committees of the Board i.e. Audit
Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee,
Corporate Social Responsibility Committee and Risk Management Committee held during the
Financial Year 2022 23 are provided in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the Board has carried out
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and other Committees
as required. The performance evaluation of the Chairman of the Board and Managing Director
/ Board / Executive / Non Independent / Independent Directors was carried out. In the
evaluation of the Directors, the Directors being evaluated had not participated and the
Board evaluation process was completed. The Directors expressed their satisfaction with
the evaluation process. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors have framed a broad policy which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and other
employees of the Company. This policy also lays down criteria for selection and
appointment of Board Members. The details of this policy are explained in the Corporate
Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statement in terms of
Section 134(5) of the Companies Act, 2013:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgements 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 at March 31, 2023
and of the profit and loss of the Company for the year ended on that date;
(iii) that the directors has 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;
(iv) the annual accounts had been prepared on a "going
concern" basis.
(v) that the directors had 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 the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such system were adequate and
operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. The Policy has been uploaded on the website of the Company viz.
www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/RPTPolicy.pdf. Form
AOC-2 is annexed herewith as Annexure - II and forms an integral part of this report.
SUBSIDIARY COMPANIES
The Company does not have subsidiary.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every
employee, including Board Members and Senior Management personnel of the Company. The Code
is intended to serve as a basis for ethical decision-making in conduct of professional
work. The Code of Conduct has been uploaded on the website of the Company viz.
www.kingfaindia.com and can be accessed at http://www.kingfaindia.com/
images/pdf/CodeofConduct_Senior_Management_Personnel. pdf. A Declaration regarding
Compliance by Board Members and Senior Management Personnel is given at the end of this
report.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In pursuant to the provisions of the Companies Act and Listing
Regulations, a Whistle Blower Policy and Vigil Mechanism for Directors and Employees to
report genuine concerns has been established. The Policy has been uploaded on the website
of the Company viz. www.kingfaindia.com and can be accessed at
http://www.kingfaindia.com/images/pdf/WPandVM.pdf
PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, the
Company has formulated and adopted a Code for Prevention of Insider Trading and the same
has been uploaded on the website of the Company viz. www.kingfaindia.com and can be
accessed at http://www.kingfaindia.com/kyc/ITC.pdf
STATUTORY AUDITORS
The Company's Statutory Auditors, P G BHAGWAT LLP, Chartered
Accountants (Firm Registration Number: 101118W/W100682) were re-appointed as Statutory
Auditors of your Company at the Annual General Meeting held on 22nd September, 2022 for
the second term of ve years to hold office from the conclusion of the 38th Annual General
Meeting till the conclusion of the 43rd Annual General Meeting of the Company.
Pursuant to the amendments made to Section 139 of the Companies Act,
2013 by the Companies (Amendment) Act, 2017 effective from May 07, 2018 the requirement of
seeking rati cation of the members for the appointment of Statutory Auditors has been
withdrawn from the Statute.
In view of the above, rati cation of members for continuance of their
re-appointment at this Annual General Meeting is not being sought.
There is no audit qualification for the year under review.
As per the provisions of the Companies Act, 2013, the Report given by
the Auditors on the financial statements of the Company is part of the Annual Report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company had appointed Ms. Shaswati Vaishnav, Practicing
Company Secretary, ACS 11392, PCS 8675 of M/s.Vaishnav Associates to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report for the financial year
ended March 31, 2023 is annexed herewith as Annexure III and forms an integral part of
this Report. There is no secretarial audit qualification for the year under review.
COST AUDIT
Mr. K.Suryanarayanan, Cost Accountant (Registration Number 102347)
carried out the cost audit during the year under review.
In compliance with the provisions of Section 148 of the Companies Act,
2013, the Board of Directors, on the recommendation of Audit Committee, have re-appointed
Mr.K.Suryanarayanan, Cost Accountant (Registration Number 102347) as Cost Auditor to audit
the cost accounts of the Company for the financial year 2023-24. As required under the
Companies Act, 2013, a resolution seeking member's approval for the remuneration
payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting
for their rati cation.
ANNUAL RETURN
The annual return for the year ended 31st March 2023 will be made
available in the Company's website viz. www.kingfaindia.com after it is led with the
Registrar of Companies.
BUSINESS RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within
the Company. Pursuant to the provisions of section 134(3)(n) of the Act and regulation 21
of the Listing Regulations, the Company has constituted a Risk Management Committee and
adopted Risk Management Policy. The details of the Committee and its role / terms of
reference are set out in the Corporate Governance Report, which forms a part of this
Annual Report.
STATUTORY INFORMATION
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure
IV to this Report.
The particulars of employees are not applicable since there are no
employees drawing remuneration more than Rs. 1,02,00,000/- per annum (full year) or Rs.
8,50,000/- p.m. (part of the year).
All the dividends of the earlier years, which have remained unclaimed,
have since been transferred to the Investor Education and Protection Fund at the expiry of
the specified period(s) as required under Companies Act.
| Year |
Date of declaration |
No. of Shareholders |
Total Unclaimed Dividend (
Rs. ) |
Due date for transfer to IEPF
Account |
| 2015 2016 to 2021- 2022 |
No Dividend declared |
|
N.A. |
|
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards.
BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)
The Securities and Exchange Board of India (‘SEBI'), in May,
2021, introduced new sustainability related reporting requirements, Business
Responsibility and Sustainability Report (‘BRSR') which has replaced Business
Responsibility Report. Further, SEBI has mandated top 1,000 listed Companies, based on
market capitalization, to transition to BRSR from FY 2022-23 onwards. The Company is
pleased to present its 1st Business Responsibility and Sustainability Report for FY
2022-23 which is annexed herewith as Annexure V and forms an integral part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION & ANALYSIS
REPORTS
The Corporate Governance and Management's Discussion &
Analysis Report, which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the Auditors of the Company regarding
compliance with the requirements of Corporate Governance and Certificate of Non Disquali
cation of Directors as stipulated under applicable regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the continued
support and co-operation from your Company's customers, vendors, bankers and all
other stakeholders. Your Company will continue to build and maintain strong links with its
business partners.
The Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. The Directors also place
on record their gratitude to the Members for their continued support and con dence.
For and on behalf of the Board of Directors
| BO JINGEN |
D. BALAJI |
| Managing Director |
Executive Director |
| DIN : 06617986 |
DIN : 08256342 |
| Place : Pune |
|
| Date : 24 May, 2023 |
|
|