To,
The Members,
Kay Cee Energy & Infra Limited,
Your directors have pleasure in presenting the 11th Annual
Report of the Company together with the Audited Statements of Accounts for the year ended
March 31st, 2025.
FINANCIAL PERFORMANCE
A summary of the comparative financial performance of the Company for
Financial Year 202425 & 202324 is presented below:
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
Financial
Year |
Financial
Year |
Financial
Year |
|
ended |
ended |
ended |
|
31/03/2025 |
31/03/2024 |
31/03/2025 |
Revenue
from Operations |
15,268.05 |
6446.52 |
15,268.05 |
Other
Income |
48.89 |
39.80 |
48.89 |
Total
Income |
15,316.94 |
6486.32 |
15,316.94 |
Total
Expenses |
13,040.94 |
5587.88 |
13,040.99 |
Profit/(loss)
before Tax (EBT) |
2,276.00 |
869.21 |
2,275.95 |
Provision
for Income Tax (i) Current Tax |
580.39 |
234.60 |
580.39 |
(ii)
Deferred Tax |
2.38 |
(20.68) |
2.38 |
(iii)
Tax of Earlier Year |
(12.97) |
0.76 |
(12.97) |
Net
Profit/(Loss) After Tax |
1,706.20 |
654.53 |
1,706.15 |
The Company does not have any subsidiary, joint venture, or associate
company as on 31/03/2024; therefore, comparative consolidated figures are not applicable.
STATE OF THE COMPANY
'S AFFAIRS
The Company is engaged in the business of Engineering, Procurement and
Construction business (EPC) and ancillary operations and maintenance services relating to
infrastructure interalia products, projects and systems and related activities for power
transmission and distribution sector. There has been no change in the business of the
Company during the financial year ended 31st March, 2025.
The highlights of the Company's performance are as under:
1. During the year ended 31st March 2025, the Company reported a
Standalone total income of INR 15,268.05/ Lakhs, as compared to the total income of INR
6446.52/ Lakhs for the corresponding previous year ended 31st March 2024.
2. For the year ended 31st March 2025, the Company incurred a
Standalone total expenditure of INR 13,040.94/ Lakhs as compared to a Standalone total
expenditure of INR 13,040.99/ Lakhs for the corresponding previous period ended 31st March
2024.
3. The Standalone Earning Before Tax (EBT) for the year ended March 31st,
2025 amounted to INR 2,276.00/ Lakhs as compared to Standalone Earnings Before Tax (EBT)
of INR 869.21/ Lakhs of corresponding period ended 31st March 2024.
4. The Standalone Net Profit for the year ended March 31st,
2025 INR 1,706.20 /Lakhs as compared to Standalone Profit of INR 654.53/ Lakhs for the
corresponding period ended 31st March 2024.
5. The basic Earnings per share (EPS) on standalone basis for the year
stood at INR 15.57 per share, as compared to INR 7 .61 per share for the previous year.
CONSOLIDATED FINANCIALS
i. Revenue from operations for the year ended on 31st March, 2025 is
Rs. 15,268.05/.
ii. total expenditure for the year ended on 31st March, 2025 amounts to
Rs. 13,040.99/.
iii. Earning Before Tax (EBT) for the year ended 31st March, 2025
amounts to Rs. 2,275.95/.
iv. Net Profit for the year ended 31st March, 2025 amounts to Rs.
1,706.15/.
Your Directors are pleased to present the strong performance and
results for the financial year 202425 and remain optimistic about utilizing the existing
resources efficiently to achieve even better outcomes in the future through strategic
planning, adoption of latest technology, and effective management practices.
SHARE CAPITAL AND CHANGES THEREON
The Authorised Share Capital as on 31st March, 2025 was INR
13,00,00,000/ divided into 1,30,00,000 Equity shares. The Paidup share capital as on 31st
March, 2025 was INR 10,96,00,000/ divided into 1,09,60,000 Equity Shares.
Increase in Authorised Share Capital:
During the year company has increased its authorized capital from INR
11,00,00,000/ (Eleven Crores Rupees) to INR 13,00,00,000/ (Thirteen Crores Rupees), which
was approved by the members of the company at the ExtraOrdinary General Meeting held on
February 27, 2025.
Increase in Paid Up Share Capital:
During the year under review, there has been no change in the paidup
share capital of the Company.
LISTING INFORMATION
The Equity Shares in the Company are in dematerialized form and got
listed on NSE EMERGE Platform w.e.f. 05th January, 2024. The ISIN No. of the
Company is INE0RCG01017.
RESERVES
The Board of Directors has decided to retain the entire amount of
profits in the profit and loss account.
DIVIDEND
In view of the Company's strategic focus on reinvestment for future
growth and expansion, the Board of Directors has not recommended any dividend on the
equity share capital for the financial year 202425. Your Company's policy on Dividend
Distribution is available at https: //kayceeenergy.com/investors
UNCLAIMED DIVIDEND AND SHARES TRANSFERRED TO INVESTOR EDUCTION AND
PROTECTION FUND ("lEPF
):
In accordance with the provisions of sections 124 and 125 of the Act
and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (
IEPF Rules), dividends which remain unpaid or
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the Company to the Investor Education and Protection Fund
(IEPF).
The IEPF Rules mandate companies to transfer all shares in respect of
which dividend has not been paid or claimed for seven consecutive years or more in the
name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can
claim their shares/dividend from the IEPF Authority following the procedure prescribed in
the IEPF Rules.
During the year under review, the Company was neither liable to
transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any
amount remain unpaid.
DEPOSITS
The Company, during the year, has not invited/ accepted any deposit
other than the exempted deposit as prescribed under the provision of the Companies Act,
2013, and the rules framed there under, as amended from time to time. Hence there are no
particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies
(Accounts) Rules, 2014.
However, during the financial year the Company has borrowed money(ies)
from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance
of Deposits) Rules, 2014, amended from time to time, and said amount is not being given
out of funds acquired by him/them by borrowing or accepting loans or deposits from others.
INSURANCE
The properties/assets of the Company are adequately insured.
DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES
During the year as on March 31, 2025, the company has made the
investment in Joint Venture Company
Suryavayu Renewable and Energy Solutions Private Limited.
A report on the performance and financial position of the Associate
Company and the contribution made by it, as included in the consolidated financial
statements, is presented in Form AOC1, which is attached to this Report as Annexure I.
Additionally, a detailed update on the business operations of the Company's key operating
subsidiaries and associate company is provided in the Management Discussion and Analysis
(MD&A) section, which forms an integral part of this Annual Report.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 ("the Act") form part of the Notes to the financial
statements provided in this Integrated Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as
Listing Regulations through this report) and applicable Accounting Standards, the
Audited Consolidated Financial Statements of the Company for the financial year 202425,
together with the Auditors' Report form part of this Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has established robust internal control systems to ensure
the integrity of financial reporting, compliance with applicable laws, and the efficiency
of operations. These controls are regularly reviewed and updated to adapt to changing
business environments and regulatory requirements. The audit committee periodically
reviews the adequacy and effectiveness of the internal controls and risk management
processes.
The Company follows a robust Internal Audit process and audits are
conducted on a regular basis, throughout the year. CA Bansal Manish, Chartered
Accountants., Kota was appointed as Internal Auditors for conducting the Internal Audit
for the financial year 202324 to 202728 of key functions and assessment of Internal
Financial Controls etc. The audit is based on an internal audit plan and approved by the
Audit Committee.
STATUTORY AUDITORS & THEIR REPORT
The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN:
015069C) were appointed as Statutory Auditor of the Company to hold office from the 9th
AGM to the 14th AGM of the company for a term of five years in terms of the
first proviso to Section 139 of the Companies Act, 2013.
Further the observations of the Statutory Auditors, when read together
with the relevant notes to the accounts and accounting policies are selfexplanatory and do
not call for any further comment.
There are no qualifications or adverse remarks in the Auditor's Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Himanshu SK Gupta & Associates, Practicing Company
Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT & OBSERVATIONS
The Secretarial Audit Report of Secretarial Auditor is annexed herewith
as Annexure II.
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditor.
COST AUDITORS
Section 148 read with Companies (Audit & Auditors) Rules, 2014 and
other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the
Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for
obtaining Cost Compliance Report of the company for the financial year 202425.
Further, the Board of Directors has approved the appointment of M/s.
Vijay Kant Pareek & Co., Cost Accountants (Firm Registration No.101035), Jaipur as
Cost Auditors for conducting the Audit of the cost records maintained by the Company for
the financial year 202526.
VIGIL MECHANISM
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated a Whistle
Blower Policy which is in Compliance with the provisions of Section 177 (10) of the
Companies Act, 2013. The Policy provides for a framework and process whereby concerns can
be raised by its employees against any kind of discrimination, harassment, victimization
or any other unfair practice being adopted against them.
The policy is available on the website of the Company at
https://kayceeenergy.com/investors.
The functioning of the Whistle Blower mechanism is reviewed by the
Audit Committee on regular basis. The employees of the Company are made aware of the said
policy at the time of joining the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the
Listing Regulations is annexed to the report as Annexure III and is incorporated herein by
reference and forms an integral part of this report.
DIRECTORS / KEY MANAGERIAL PERSONNEL
RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Provisions of retire
by rotation of Directors is applicable to the Company, accordingly appointment of Ms.
Shalini Jain is proposed as director retirement by rotation in the 11th AGM of
the Company.
DETAILS OF BOARD MEETINGS
During the year, 5 (Five) number of Board meetings were held.
Sr. No. Date of
Board Meeting |
Directors
Present |
1. 23.05.2024 |
1. Mr. Lokendra
Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand |
2. 03.09.2024 |
1. Mr. Lokendra
Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand |
3. 13.11.2024 |
1. Mr. Lokendra
Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand |
4. 22.11.2024 |
1. Mr. Lokendra
Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand |
5. 28.01.2025 |
1. Mr. Lokendra
Jain 2. Ms. Shalini Jain 3. Divyanshu Jain 4. Ashok Kumar Jain 5. Gaurav Anand |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013,
the Board of Directors of the Company hereby
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had 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 at the end of the
financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
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 were
operating effectively.
f)they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively
CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL:
Following changes were occurred during the year in the composition of
board of directors and key managerial personnel:
Sr. Name of
Director & Kmp |
Effective Date
of Change |
Nature of Change |
Change of
Designation |
Designation |
1 Garima Dasot |
16/07/2024 |
Resignation |
|
Independent
director |
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism
for evaluating its own performance and as well as that of its committee and individual
Directors, including the chairperson of the Board. The Exercise was carried out through a
structured evaluation process covering the various aspects of the Board's functioning such
as composition of board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board,
except the independent Director being evaluated and the evaluation of chairperson and the
nonindependent Directors were carried out by the independent Directors.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining, qualifications, positive
attributes and independence of a director and also a policy for remuneration of directors,
key managerial personnel and senior management. The policy is available at the website of
company at https://kayceeenergy.com/investors
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company had received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has
been no change in the circumstances affecting their status as independent directors of the
Company.
Independent Directors are familiarized with their roles, rights and
responsibilities as well as with the nature of industry and business model through
induction program at the time of their appointment as Directors and through presentations
on economy & industry overview, key regulatory developments, strategy and performance
which are made to the Directors from time to time.
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are
furnished regularly to the Board. To provide better Corporate Governance &
transparency, currently, your Board has four (4) Committees viz., Audit Committee,
Nomination & Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholder Relationship Committee to investigate various aspects for which they have been
constituted. The Board fixes the terms of reference of Committees and delegate powers from
time to time.
AUDIT COMMITTEE
The Audit Committee comprises of 2 nonexecutive Independent Directors
and 1 Executive Director as its Members. The Chairman of the committee is Independent
Director.
The primary objective of the Audit Committee is to monitor and provide
an effective supervision of the Management's financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting. The Committee oversees the work carried out in the
financial reporting process by the Management, the statutory auditor and notes the
processes and safeguards employed by each of them.
During the Financial year 202425, Three (4) meeting of audit committee
held on 23.05.2024, 03.09.2024, 13.11.2024 & 31.01.2025.
The Composition of Audit Committee and the details of meetings attended
by members during the year are given below.
Name
of the Director |
Designation
in the Committee |
Nature
of Directorship |
No.
of Audit Committee Meetings Held & Entitled to Attend |
No.
of Audit Committee Meetings Attended |
Mr.
Gaurav Anand |
Chairman
of Committee |
NonExecutive
Independent Director |
4 |
4 |
Mr.
Ashok Kumar Jain |
Member |
NonExecutive
Independent Director |
4 |
4 |
Mr.
Lokendra Jain |
Member |
Managing
Director |
4 |
4 |
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE
NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
All the recommendations made by the Audit Committee are accepted and
implemented by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent
Directors and nonexecutive Director as its members. The Chairman of the Committee is an
Independent Director.
During the Financial year 202425, One (1) meeting of the Nomination and
Remuneration Committee were held on 23.05.2024.
The Composition of Nomination and Remuneration Committee and the
details of meetings attended by members during the year are given below.
Name
of the Director |
Designation
in the Committee |
Nature
of Directorship |
No.
of Nomination & Remuneration Meetings Held & Entitled to Attend |
No.
of Nomination & Remuneration Meetings Attended |
Mr.
Ashok Kumar Jain |
Chairman
of Committee |
NonExecutive
Independent Director |
1 |
1 |
Mr.
Gaurav Anand |
Member |
NonExecutive
Independent Director |
1 |
1 |
Mr.
Divyanshu lain |
Member |
NonExecutive
Director |
1 |
1 |
The Nomination and remuneration policy available on the website of the
company at https://kayceeenergy.com/investors
STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Nonexecutive Director,
Wholetime Director and one Independent Director as its members. The Chairman of the
Committee is an NonExecutive Director.
During the Financial year 202425, One (1) meeting of Stakeholder
Relationship Committee was held on 23.05.2024.
The Composition of Stakeholder and Relationship Committee and the
details of meetings attended by the members during the year are given below:
Name
of the Director |
Designation
in the Committee |
Nature
of Directorship |
No.
of Stakeholder Relationship Meetings Held & Entitled to Attend |
No.
of Stakeholder Relationship Meetings Attended |
Mr.
Divyanshu Jain |
Chairman
of Committee |
NonExecutive
Director |
1 |
1 |
Ms.
Shalini Jain |
Member |
Wholetime
Director |
1 |
1 |
Mr.
Gaurav Anand |
Member |
NonExecutive
Independent Director |
1 |
1 |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee comprises Wholetime
Director, Nonexecutive Independent Director, and Non executive Director as its members.
The Chairman of the Committee is an NonExecutive Director.
During the Financial year 202425, One (1) meeting of Corporate Social
Responsibility Committee was held on 05.02.2025.
The Composition of Corporate Social Responsibility Committee and the
details of meetings attended by the members during the year are given below:
Name
of the Director |
Designation
in the Committee |
Nature
of Directorship |
No.
of CSR committee Meetings Held & Entitled to Attend |
No.
of CSR committee Meetings Attended |
Ms.
Shalini Jain |
Chairman
of Committee |
Wholetime
Director |
1 |
1 |
Mr.
Gaurav Anand |
Member |
NonExecutive
Independent Director |
1 |
1 |
Mr.
Divyanshu Jain |
Member |
NonExecutive
Director |
1 |
1 |
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
a. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the
year: Nil
b. number of shareholders who approached listed entity for transfer of
shares from suspense account during the year:
Nil
c. number of shareholders to whom share were transferred from suspense
account during the year: Nil
d. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year:
Nil
e. voting rights on shares which remain frozen till the rightful owner
of such shares claims the shares: Nil
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
in respect of employees of the Company, is enclosed as Annexure IV and forms part of this
Report.
Further, as per the provisions specified in Chapter XIII of Companies
(Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the
employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/ per
annum, if employed for whole of the year or Rs. 8,50,000/ per month if employed for part
of the year.
Further, the names of top ten employees in terms of remuneration drawn
are disclosed in Annexure V and forms part of this Report.
EMPLOYERS' STOCK OPTION PLAN
The Company has not provided stock options to any employee.
MATERIAL CHANGES DURING THE YEAR
There were no material changes during the year, which may have adverse
effect on the operations of the Company except mentioned the below:
a. During the year the company has made the investment of 25,000 Equity
Shares of Rs. 10/ each in Joint Venture Company
Suryavayu Renewable and Energy Solutions Private Limited.
STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has laid down the procedure to inform the Board about the
risk assessment and minimization procedures. These procedures are reviewed by the Board
from time to time to ensure that there is timely identification and assessment of risks,
measures to mitigate them, and mechanisms for their proper and timely monitoring and
reporting.
The Company has also adopted and implemented a risk management policy
which identifies major risks which may threaten the existence of the Company. The same has
also been adopted by your Board and is also subject to its review from time to time. The
Risk Management Policy has been uploaded on the website of the Company at https://kayceeenergy.com/wpcontent/uploads/2023/10/9.RiskManagementPolicy.pdf
The Company does not fall under the ambit of top 1000 listed entities,
determined on the basis of market capitalization as at the end of the immediately
preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the company with
related parties which may have potential conflict with the interest of the company at
large. Your directors draw your attention to notes to the financial statements for
detailed related parties' transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act,
required approvals of the Board or Members/ Shareholders have been obtained for such
transactions. However, as part of good corporate governance, all related party
transactions covered under Section 188 of the Act are approved by the Audit committee.
The form AOC 2 is attached as Annexure VI with this report.
DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:
Conservation of energy
Although the Company's operations are not energyintensive, it remains
committed to adopting measures that promote energy efficiency and sustainability.
Significant steps are undertaken to reduce energy consumption through the use of
energyefficient equipment and adoption of best practices. Power consumption patterns are
periodically reviewed across all operational locations, and necessary process improvements
or technological upgrades are implemented to optimize energy usage and achieve cost
savings.
While energy expenses constitute only a small proportion of the
Company's overall operational costs, energy conservation is treated as a priority. The
management actively encourages all employees and workers to contribute to this initiative
by adopting energysaving practices in their daytoday activities.
Technology absorption
i. The efforts made towards technology absorption: The Company has
consistently focused on adopting advanced engineering practices, modern construction
techniques, and digital project management tools to improve operational efficiency and
quality. Continuous upgradation of machinery and equipment, integration of softwarebased
design systems, and implementation of safetyenhancing technologies have been key
priorities.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution;
Enhanced project execution efficiency and adherence to timelines.
Improved quality, reliability, and durability of EHV transmission line
projects.
Reduction in operational costs through process optimization.
Development of innovative solutions tailored to client requirements.
iii. In case of imported technology The Company has not imported any
technology during the year;
iv. The expenditure incurred on Research and Development. The Company
has not expended any expenditure towards Research and Development during the year.
Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:
Particulars |
Current
Year (202425) (Rs.) |
Previous
Year (202324) (Rs.) |
C.I.F.
Value of Imports |
NIL |
NIL |
F.O.B.
Value of Exports |
NIL |
NIL |
SEXUAL HARASSMENT
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required
to set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
The summary of sexual harassment complaints during the financial year
is as follows:
Particulars |
Nos. |
Number
of complaints of sexual harassment received |
0 |
Number
of complaints disposed of during the year |
0 |
Number
of cases pending for more than 90 days |
0 |
The Company is committed to provide a safe and conducive work
environment to its employees during the year under review. The Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and has set up Committee
for implementation of said policy. During the year Company has not received any complaint
of harassment.
MATERNITY BENEFIT
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and postmaternity support such as nursing
breaks and flexible returntowork options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare
of its women employees in accordance with applicable laws.
The summary of maternity benefitrelated records for the financial year
is as follows:
Particulars |
Nos. |
Number
of women employees working |
8 |
Number
of women employees eligible for Maternity Benefit |
0 |
Number
of women employees who availed Maternity Benefit |
0 |
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized webbased
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its status. Your
Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 202425.
INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Year 202425, the Company received 1 (One)
complaints/queries from shareholders through various channels including the SEBI SCORES
platform. All complaints were resolved promptly and satisfactorily. As on March 31, 2025,
there were no pending complaints.
A summary of shareholder complaints is provided below:
Particulars |
Nos. |
Number
of Complaints Received at the Beginning of the Financial Year |
0 |
Number
of Complaints at the Received During Financial Year |
1 |
Number
of Complaints at the Resolved During Financial Year |
1 |
Number
of Complaints Pending at the End of the Financial Year |
0 |
ANNUAL RETURN
Pursuant to Notification dated 28th August, 2020 issued by the Ministry
of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the
details forming part of the extract of Annual Return in Form MGT9 is not required to be
annexed herewith to this report. However, the Annual Return will be made available at the
website of the Company at https://kayceeenergy.com/investors
CORPORATE GOVERNANCE REPORT
The Company has listed its specified securities on the NSE EMERGE
Platform therefore by virtue of Regulation 15 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and clauses (b) to (i) and (t) of
subregulation (2) of regulation 46 and paraC, D and E of Schedule V are not applicable to
the Company. Hence, the said report is not applicable to your company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the company to which the financial statements relate and the date of the report
Except:
a. During the year company has allotted the 12,64,000 (Twelve Lakhs
Sixtyfour Thousand) Equity Shares of INR 10/
each through QIB (Qualified institution Buyer's) vide Allotment
Resolution dated 24rd April, 2025.
b. During the year company has appointed Ms. Sawari Tushar Mehta (Din:
10627638) As Additional NonExecutive
Independent Director with effect from 01st August, 2025.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year ended March 31, 2025, the Company incurred
CSR contribution of INR 13,89,468/ (Rupees Thirteen lakh eightynine thousand four hundred
sixtyeight Only). The CSR initiatives of the Company were under the area of Promoting
Education Activity, Education & Literacy, Health & Family Welfare and Eradicating
hunger, poverty, Agriculture and Rural Development & Poverty Alleviation.
Further, the information pursuant to Section 134(3)(o) of the Companies
Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are
given in Annexure VII outlining the main initiatives during the year under review.
Further, your Company has obtained certificate from Chief Financial Officer as required
under Section 135, of the Companies Act, 2013.
CSR Policy of the Company the CSR Policy of the Company is available on
the website of the Company at https://kayceeenergy.com/investors
The projects that will be undertaken will be within the broad framework
of Schedule VII of the Companies Act, 2013.
PREVENTION OF INSIDER TRADING
Your company has adopted the
Code of Conduct on Prohibition of insider trading and Code of Conduct for Directors and Senior Management Personnel for regulating the dissemination of
Unpublished Price Sensitive Informatio n and trading in security by insiders.
INDUSTRIAL RELATIONS
During the period under review, the personal and industrial relations
with the employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals which impact the going concern status and
company's operations.
The Company has been complied with all regulatory requirements of
central government and state government and there were no significant and material orders
passed by the Regulators or Courts or Tribunals during the year impacting the going
concern status and the Company's operations in future.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016
There were no applications which are made by or against the company
under The Insolvency and Bankruptcy Code, 2016 during the year.
ACKNOWLEDGEMENT
Your directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and cooperation extended by
them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
members, vendors, banks and other business partners for the excellent support received
from them during the year. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the
Company.
Registered Office: By Order of the Board of
Directors of
: G249, Indraprastha Industrial Area, Kay Cee Energy and Infra Limited
Road No. 5, Opposite Pashan Bhawan Talwandi Kota, Rajasthan,
India, 324005.
Date: 02nd September, 2025 SHALINI JAIN LOKENDRA JAIN
WHOLETIME DIRECTOR & CFO MANAGING DIRECTOR
DIN:07071215 DIN:07071212