| Disclosure in board of directors report explanatory KROSS LIMITED
REGD OFFICE: M-4 PHASE VI, ADITYAPUR INDUSTRIAL AREA, JAMSHEDPUR, JHARKHAND-832109
CIN: U29100JH1991PLC004465 E-mail: accounts@krossindia.com
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DIRECTOR'S REPORT
(For the Financial Year 2021-22)
To
The Shareholders
The Directors present the Annual Report of Kross Limited along with the Audited Financial Statements for the financial year ended 31st March, 2022.
1) FINANCIAL RESULTS PARTICULARS CURRENT YEAR
(2021-2022)
(Rs in Lacs) PREVIOUS YEAR
(2020-2021)
(Rs in Lacs)
Revenue from Operations 29,850.04 18,545.55
Other Income 49.45 46.20
Total Revenue 29,899.49 18,591.75
Total Expenses 28,157.39 17,896.04
Extra-Ordinary items - -
Profit Before Tax 1,742.10 695.71
Current Tax 395.08 177.91
Deferred Tax 43.37 (55.55)
Profit After Tax 1,303.65 573.36
Basic & Diluted Earning Per Share 9.64 4.24 2) SALES & PROFITABILITY During the year under review, the Company has posted an increase in revenue from operation over the previous year (total revenue for the financial year 2021-22 is Rs. 29,899.49 lacs as against Rs. 18,591.75 lacs in the previous year). The profit after tax for the year has registered an increase over the previous year (profit after tax for the financial year 2021-22 is Rs. 1,303.65 lacs as against Rs. 573.36 lacs in the previous year). 3) DIVIDEND In view of the cash profits of the company as well as continued good performance in last few years, the Directors have proposed a dividend @10% i.e. Rs. 10/- per equity share for the year ended 31st March,2022. In terms of the extant laws, the Company is not liable to pay tax on the amount of Dividend paid and the Dividend is taxable in the hands of the individual shareholders in accordance with the limits as prescribed in the Income tax Act. 4) TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(j) OF THE COMPANIES ACT, 2013 During the financial year 2021-22, the Company has not transferred any amount to its General Reserves. 5) DISCLOSURE UNDER SECTION 134 (3)(l) OF THE COMPANIES ACT, 2013 There have been no material changes and commitments that can affect the financial position of the company occurred between the end of the financial year of the company and date of this report. 6) PARTICULARS OF EMPLOYEES None of the employees or managerial personnel is in receipt of remuneration in excess of limit prescribed under Section -197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 7) STATUTORY AUDITOR M/s Hemchand Jain & Co. Chartered Accountants, Jamshedpur, Jharkhand will no longer be associated as Statutory Auditor of Company from the financial year 2022-2023 onwards, the Board places on record their appreciation for the assistance and guidance provided by M/s Hemchand Jain & Co during their tenure as Statutory Auditor of Company. The Board of Directors proposed unanimously to appoint M/s. S.K. Naredi & Co. Chartered Accountants, Jamshedpur, Jharkhand as Statutory Auditor of Company and to hold the office for a period of five years from the financial year 2022-23 to 2026-27. As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s. S.K. Naredi & Co. Chartered Accountants to the effect that their appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.
8) COST AUDITOR & COST RECORD The Board of Directors have appointed M/s Sohan Lal Jalan and Associates, Cost Accountant FRN-000521), Kolkata, West Bengal as Cost Auditors for conducting the audit of Cost Records and Cost Audit of the company for the financial year 2021-22 pursuant to Section-148 of the Companies Act, 2013. The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2021-22 as required pursuant to the provisions of section 148(1) of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.
9) SECRETARIAL AUDITOR & SECRETARIAL COMPLIANCE REPORT In terms of Section 204 of the Companies Act 2013 and rules made there under M/s. Shikha Naredi & Associates, Practicing Company Secretary, Jamshedpur, Jharkhand has been appointed as Secretarial Auditor of the Company for the financial year 2021-22 at a remuneration fixed by the Board of Directors of the Company in consultation with the Secretarial Auditor .The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure to this report. The Secretarial Auditor has the following observation in Form MR-3 which is enclosed as Annexure with this report. 10) INTERNAL AUDITOR & INTERNAL AUDIT REPORT In terms of section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 on the recommendation of Audit Committee the Board of Directors has re-appointed M/s GWC Professional Services Pvt Ltd, Kolkata, West Bengal as Internal Auditor of the Company for the financial year 2021-22 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors. The Internal Audit Report does not contain any qualifications reservation or adverse remarks. 11) EXPLANATION TO AUDITORS REPORT The observations of the auditors in their report are self-explanatory and needs no further explanation. There are no qualifications or adverse remarks in the Auditor's Report which requires any clarification/explanation pursuant to section 134(3)(f) of the Companies Act, 2013.
12) SHARE CAPITAL AUTHORIZED SHARE CAPITAL
During the financial year 2021-22 there were no changes in authorized share capital of the company.
PAID-UP SHARE CAPITAL
During the financial year 2021-22, there were no changes in paid up share capital of the company. BUY BACK OF SECURITIES
During the financial year 2021-22, there were no buy back of shares. SWEAT EQUITY
During the financial year 2021-22, the company has not issued sweaty equity shares. RIGHTS ISSUE
During the financial year 2021-22, the company has not issued equity shares on right basis. 13) BOARD MEETINGS
During the financial year 2021-22, Seventeen Board Meetings were held:
(i) 03/06/2021 (ii) 28/06/2021 (iii) 05/07/2021 (iv) 12/08/2021 (v) 15/09/2021 (vi) 05/10/2021 (vii) 28/10/2021 (viii) 01/11/2021 (ix) 08/11/2021 (x) 09/11/2021 (xi) 20/11/2021 (xii) 29/11/2021 (xiii) 07/12/2021 (xiv) 05/01/2022 (xv) 15/01/2022 (xvi) 22/02/2022 (xvii) 11/03/2022 14) EXTRACT OF ANNUAL RETURN As per the Companies Amendment Act, 2017; the details forming part of the extract of the Annual Return in Form_MGT-9 is attached. 15) PUBLIC DEPOSITS During the financial year 2021-22, the Company has not accepted any deposit pursuant to the Section 73 to 76 of the Companies Act, 2013 and rules made there under. 16) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the financial year 2021-22, the Company has complied in respect of loan, guarantee or investment pursuant to the section-186 of the Companies Act, 2013 and rules made there under.
17) SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES As on 31st March, 2022 the Company is not having any Subsidiaries, Joint Ventures or Associate Companies. 18) RELATED PARTY TRANSACTIONS In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements or transactions with related parties, referred to in Section 188(1) of the Companies Act, 2013, entered by the company during the financial year 2021-22 were complied. Form AOC-2 attached. 19) CORPORATE SOCIAL RESPONSIBILITY (CSR) As per Section 135 of the Companies Act, 2013, the Company, meets the applicability threshold limits pertaining to Corporate social Responsibility and needs to spend at least 2% of its average net profit for the immediately preceding three financial years on CSR activities.
Rs.in lakhs
Particulars 31st March,2022
Gross Amount required to be spent as section 135 of the Act for the current financial year 13.93
Add: Cumulative Amount unspent from previous years 52.30
Total amount unspent 66.23 The Company has opened an escrow account and transferred a sum of Rs. Rs.9.56 lakhs as unspent CSR amount in the FY2022-23. Due to lack of clarity on the specific area the Company has not spent the budgeted amount of Rs. 56.67 Lacs. The management is under the process of identifying suitable project to spend its unspent CSR amount in a phased manner. It is also consulting with organizations in the areas of Education, health, poverty eradication and livelihood generation. 20) DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Director's Confirm:
i) That in preparation of annual accounts for the year 2021-22; the applicable accounting standards have been followed.
ii) That they had 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 and of the profit/loss of the company for that period. iii) That proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) That the annual accounts have been prepared on a going concern basis. v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 21) ENERGY, TECHNOLOGY, FOREIGN EXCHANGE a) Conservation of Energy:
During the year there was no major capital investment on energy conservation equipment.
b) Technology Absorption:
No specific technology has been absorbed or adopted during the year. c) Foreign Exchange Earnings and Outgo: in Lacs
Earning: Rs.301.35 (Export) Outgo: Rs. 682.13 (Capital Goods & Raw Materials)
22) SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year 2021-2022, no complaints were received by the Company related to sexual harassment.
23) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :
No adverse orders or rulings of any Court or Tribunal or Regulator were passed which would impact the going concern status and Company's operations in future between end of the financial year of the Company and the date of this report. 24) CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of the business of the company carried on during the year as compared to the previous year. 25) INTERNAL FINANCIAL CONTROLS: The company has effective internal financial control systems commensurate to its size in regard to preparation of financial statements. The same are being reviewed at periodic intervals to assess any weakness and if found are redressed immediately. 26) DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year. 27) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF As Company has not done any one time settlement during the year under review hence no disclosure is required. 28) RISK MANAGEMENT POLICY The company is exposed to inherent uncertainties owing to sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on regular basis. The company's risk management processes focuses on ensuring that these risks are identified on a timely basis and addressed. The entire policy and process of risk management of the company is being looked after by the Board of Directors. 29) ACKNOWLEDGEMENT The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued clients and customers for their continued patronage. The Board also expresses its deep senses of appreciation to all employees of the Company for their strong work ethics, excellent performance, professionalism, teamwork, commitment, initiative and co-operation received from Banks, Shareholders, Suppliers and Customers which has led to the company progress in today's challenging environment.
On behalf of the Board of Directors
KROSS LTD
S/d
Managing Director
Sudhir Rai
DIN: 00512423
On behalf of the Board of Directors
KROSS LTD
S/d
Director
Anita Rai
DIN: 00513329
Place: Jamshedpur
Dated: 02/09/2022
KROSS LIMITED
REGD OFFICE: M-4 PHASE VI, ADITYAPUR INDUSTRIAL AREA, JAMSHEDPUR, JHARKHAND-832109
CIN: U29100JH1991PLC004465 E-mail: accounts@krossindia.com
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FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2022 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management & Administration) Rules, 2014. I. REGISTRATION & OTHER DETAILS: 1. CIN U29100JH1991PLC004465
2. Registration Date 09/05/1991
3. Name of the Company KROSS LIMITED
4. Category/Sub-category of the Company Company limited by Shares/ Non-Govt Company
5. Address of the Registered office & contact details M-4 PHASE VI, ADITYAPUR INDUSTRIAL AREA
JAMSHEDPUR JH 000000
6. Whether listed company Unlisted
7. Name, Address & contact details of the Registrar & Transfer Agent, if any.
-
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Others Services n.ec 9997 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (No. of companies for which information is being filled) N.A
S. No NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE % AGE OF SHARES HELD APPLICABLE SECTION
- - - - - -
III. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year[As on 1st-April-2021] No. of Shares held at the end of the year[As on 31-March-2022] % Change
during
the year
Demat Physical Total % of Total Share Demat Physical Total % of Total Share
A. Promoter s
(1) Indian
a) Individual/ HUF - 13522989
13522989
100 - 13522989
13522989
100 -
b) Central Govt
c) State Govt(s)
e) Banks / FI
f) Any other
Total shareholding of Promoter (A) - 13522989
13522989
100 - 13522989
13522989
100
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0
2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh - 200 200 00.00 - 200 200 00.00 -
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
c) Others (specify)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):-
- 200 200 00.00 - 200 200 00.00
Total Public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 13521389
13521389
100% 13521389
13521389
100% NA
B) Shareholding of Promoter-
SN Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares 1 Anita Rai
3799954
28.09
-
3799954
28.09
-
-
2 Sudhir Rai [Karta] 100000 0.74 - 100000 0.74 - -
3 Kunal Rai 403040 2.98 - 403040 2.98 - -
4 Sudhir Rai 8739955 64.63 - 8739955 64.63 - -
5 Sumeet Rai 480040 3.56 - 480040 3.56 - -
C) Change in Promoters' Shareholding (please specify, if there is no change)- Nil
SN Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) - - - -
At the end of the year - - - -
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) - - - -
At the end of the year - - - -
D) Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs): Nil
SN For Each of the Top 10
Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year - - - -
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the end of the year - - - -
E) Shareholding of Directors and Key Managerial Personnel:
SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total
shares of the
company No. of shares % of total
shares of the
company
1 Anita Rai
At the beginning of the year 3799954 28.09 3799954 28.09
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) - - - -
At the end of the year 3799954 28.09 3799954 28.09
2 Sudhir Rai
At the beginning of the year 8739955 64.63 8739955 64.63
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) - - - -
At the end of the year 8739955 64.63 8739955 64.63
3 Kunal Rai
At the beginning of the year 403040 2.98 403040 2.98
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year 403040 2.98 403040 2.98
4 Sumeet Rai
At the beginning of the year 480040 3.56 480040 3.56
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year 480040 3.56 480040 3.56
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 82,66,07,000 68,73,000 0 83,34,80,000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 82,66,07,000 68,73,000 0 83,34,80,000
Change in Indebtedness during the financial year
* Addition 2,01,18,000 59,21,000 0 2,60,39,000
* Reduction 0 0 0 0
Net Change 2,01,18,000 59,21,000 0 2,60,39,000
Indebtedness at the end of the financial year
i) Principal Amount 84,67,25,000 1,27,94,000 0 85,95,19,000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 84,67,25,000 1,27,94,000 0 85,95,19,000 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors : SN. Particulars of Remuneration Name of MD/WTD Total Amount
Sudhir Rai Anita Rai Sumeet Rai Kunal Rai
1 Gross salary 18,00,000 9,75,000 9,75,000 9,75,000 47,25,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 0 0 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission
- as % of profit
- others, specify�
0 0 0 0
5 Others, please specify
0 0 0 0
Total (A)
18,00,000 9,75,000 9,75,000 9,75,000 47,25,000
Ceiling as per the Act
B. Remuneration to other directors: Nil
SN. Particulars of Remuneration Name of Directors Total Amount
--- --- --- ---
1 Independent Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
SN Particulars of Remuneration Key Managerial Personnel
CEO CS CFO Total
Rahul Rungta
1 Gross salary 0 1,00,000 0 1,00,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 0 0 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission 0 0 0 0
- as % of profit 0
others, specify� 0 0 0 0
5 Others, please specify 0 0 0 0
Total 0 1,00,000 0 1,00,000
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil
Type Section of the Companies Act Brief
Description Details of Penalty / Punishment/ Compounding fees imposed Authority
[RD / NCLT/ COURT] Appeal made,
if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - - On behalf of the Board of Directors
KROSS LTD
S/d
Managing Director
Sudhir Rai
DIN: 00512423
On behalf of the Board of Directors
KROSS LTD
S/d
Director
Anita Rai
DIN: 00513329
Place: Jamshedpur
Dated: 02/09/2022
KROSS LIMITED
REGD OFFICE: M-4 PHASE VI, ADITYAPUR INDUSTRIAL AREA, JAMSHEDPUR, JHARKHAND-832109
CIN: U29100JH1991PLC004465 E-mail: accounts@krossindia.com
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FORM NO-AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.
Kross Limited 1. Details of contracts or arrangements or transactions not at Arm's length basis. NA
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Nil
b) Nature of contracts/arrangements/transaction Nil
c) Duration of the contracts/arrangements/transaction Nil
d) Salient terms of the contracts or arrangements or transaction including the value, if any Nil
e) Justification for entering into such contracts or arrangements or transactions' Nil
f) Date of approval by the Board Nil
g) Amount paid as advances, if any Nil
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Nil
2. Details of contracts or arrangements or transactions at Arm's length basis. Applicable
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Bull Auto Parts /Directors Proprietorship Firm
b) Nature of contracts/arrangements/transaction Sales Transaction
c) Duration of the contracts/arrangements/transaction One Year
(01/04/2021 to 31/03/2022)
d) Date of approval by the Board 03/06/2021
e) Amount paid as advances, if any Nil
f) Salient terms of the contracts or arrangements or transaction including the value, if any Sales Transaction of Rs. 8,36,53,064.00
SL. No. Particulars Details
g) Name (s) of the related party & nature of relationship Mr. Sudhir Rai
(KMP)
h) Nature of transaction Director Remuneration
i) Duration of the transaction One Year
(01/04/2021 to 31/03/2022)
j) Date of approval by the Board 03/06/2021
k) Amount paid as advances, if any Nil
l) Salient terms of the transaction including the value, if any Director Remuneration Rs. 18,00,000.00
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Mrs. Anita Rai
(KMP)
b) Nature of transaction Director Remuneration
c) Duration of the transaction One Year
(01/04/2021 to 31/03/2022)
d) Date of approval by the Board 03/06/2021
e) Amount paid as advances, if any Nil
f) Salient terms of the transaction including the value, if any Director Remuneration Rs. 9,75,000.00
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Mr. Sumeet Rai
(KMP)
b) Nature of transaction Director Remuneration
c) Duration of the transaction One Year
(01/04/2021 to 31/03/2022)
d) Date of approval by the Board 03/06/2021
e) Amount paid as advances, if any Nil
f) Salient terms of the transaction including the value, if any Director Remuneration Rs. 9,75,000.00
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Mr. Kunal Rai
(KMP)
b) Nature of transaction Director Remuneration
c) Duration of the transaction One Year
(01/04/2021 to 31/03/2022)
d) Date of approval by the Board 03/06/2021
e) Amount paid as advances, if any Nil
f) Salient terms of the transaction including the value, if any Director Remuneration Rs. 9,75,000.00
On behalf of the Board of Directors
KROSS LTD
S/d
Managing Director
Sudhir Rai
DIN: 00512423
On behalf of the Board of Directors
KROSS LTD
S/d
Director
Anita Rai
DIN: 00513329
Place: Jamshedpur
Dated: 02/09/2022
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To
The Members
KROSS LIMITED
Regd. Office: M-4 Phase Vi, Adityapur Industrial Area Jamshedpur Jh-000000 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KROSS LIMITED (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing my opinion thereon. Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2022, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended on 31st March 2022, according to the provisions of the various acts, rules and guidelines applicable to it which are as follows: (i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iii) Other laws applicable to the Company as per the representations made by the Company I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. During the period under review and as per the explanations and representations made by the Management and subject to clarification given to me, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except as stated below: i. The Company being an unlisted public Company is yet to dematerialize its Equity Share capital pursuant to the provisions of the Depositories Act, 1996 and regulations made there under. I further report that, The Board of Directors of the Company:
The Company is yet to appoint Independent Directors in its Board pursuant to the provisions of Section 149 of the Act, read with Rule 4 (Appointment and Qualifications of Directors) Rules, 2014. The Company is yet to form Audit Committee and Nomination and Remuneration Committee, pursuant to the provisions of Section 177 and Section 178 respectively. Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings, as represented by the management, were taken unanimously. I further report that, As represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The Company has not spent its liability under Corporate Social Responsibility pursuant to the provisions of Section 135 of the Companies Act, 2013.
M/s. Shikha Naredi & Associates
Practicing Company Secretary CS Shikha Naredi
Proprietor
FCS No. 12024 CoP: 16103 Place: Jamshedpur
Date: 27-10-2022
UDIN: F012024D001369479
This report is to be read with our letter of even date which is annexed as Annexure-I and forms as integral part of this report.
Annexure-I To
The Members
KROSS LIMITED
Regd. Office: M-4 Phase Vi, Adityapur Industrial Area Jamshedpur Jh-000000
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, followed, provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of Management. My examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
M/s. Shikha Naredi & Associates
Practicing Company Secretary CS Shikha Naredi
Proprietor
FCS No. 12024 CoP: 16103 Place: Jamshedpur
Date: 27-10-2022 UDIN: F012024D001369479
Description of state of companies affairDuring the year under review, the Company has posted an increase in revenue from operation over the previous year (total revenue for the financial year 2021-22 is Rs. 29,899.49 lacs as against Rs. 18,591.75 lacs in the previous year). The profit after tax for the year has registered an increase over the previous year (profit after tax for the financial year 2021-22 is Rs. 1,303.65 lacs as against Rs. 573.36 lacs in the previous year). Details regarding energy conservationDuring the year there was no major capital investment on energy conservation equipment. Details regarding technology absorptionNo specific technology has been absorbed or adopted during the year. Details regarding foreign exchange earnings and outgoEarning Rs.301.35 (Export) Outgo: Rs. 682.13 (Capital Goods & Raw Materials) Disclosures in director’s responsibility statementPursuant to the provisions of section 134(5) of the Companies Act, 2013, the Director's Confirm: i)That in preparation of annual accounts for the year 2021-22; the applicable accounting standards have been followed. ii)That they had 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 and of the profit/loss of the company for that period. iii) That proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv)That the annual accounts have been prepared on a going concern basis. v)That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. |