Krystal Integrated Services Ltd
Directors Reports
Dear Members,
Your Company's Directors hereby present the 22nd Annual
Report of the Company together with Audited Financial Statements for the Financial Year
ended March 31, 2023.
Financial Performance
Summary of the Company's financial performance for the Financial
Year 2022-23 ("year under review") as compared to previous Financial Year
2021-22 ("previous year") is given below:
(Amount in Million)
|
Consolidated |
Standalone |
Particulars |
As on March 31, 2023 |
As on March 31, 2022 |
As on March 31, 2023 |
As on March 31, 2022 |
Total Income |
7,109.65 |
5,548.47 |
6,882,64 |
5,401.83 |
Profit / (Loss) before Interest, Tax and
Depreciation |
578,37 |
476.37 |
570,63 |
472,94 |
Finance Cost |
94.92 |
87.78 |
94.77 |
87,75 |
Profit / (Loss) before Depreciation and Tax |
483.45 |
388.59 |
475.87 |
385,19 |
Depreciation |
46.57 |
42.95 |
43.36 |
42.33 |
Profit / (Loss) before Tax |
436.88 |
345.65 |
432.50 |
342.85 |
Tax Expense (including deferred tax credit) |
52,45 |
82.91 |
50.40 |
82.66 |
Net Profit / (Loss) |
384.43 |
262.74 |
382.1 1 |
260.19 |
Other Comprehensive Income |
3.23 |
15.05 |
2.51 |
14.80 |
Total Comprehensive Income |
387.66 |
277.80 |
384.61 |
275.00 |
Earnings Per Equity Share (Basic) (Rs.) |
33.33 |
22.69 |
33.15 |
22.58 |
Earnings Per Equity Share (Diluted) (Rs.) |
33.33 |
22,69 |
33.15 |
22.58 |
Revenue
Your Company reported a Standalone total income of IN K 6,882.64
million in the year under review versus 1NR 5,401.83 million in the previous year.
Your Company reported a consolidated total income of INR 7,109.65
million in the year under review versus INR 5,548.47 million in the previous year.
Operating Profit / (Loss)
Profit before Interest, Tax and Depreciation on standalone basis was at
INR 570.63 million in the year under review versus a profit of TNR 472.94 million in the
previous year.
Profit before Interest, Tax and Depreciation on consolidated basis was
at INR 578.37 million in the year under review versus a profit of TNR 476.37 million in
the previous year.
Nature of Business / Information on the State of Affairs of the Company
Your Company is engaged in services of Integrated facilities management
with a focus on healthcare, education, public administration (stale government entities,
municipal bodies and other government offices), airports, railways and metro
infrastructure, and retail sectors.
Your Company provides a comprehensive range of integrated facility
management service offerings across multiple sectors. Range of service offerings include
soft services such as housekeeping, sanitation, landscaping
and gardening, and hard services such as mechanical, electrical and
plumbing services, solid, liquid and biomedical waste management, pest control, facade
cleaning and effluent treatment. Your Company also provides staffing solutions and payroll
management to our customers, as well as private security and manned guarding services and
catering services.
Change in the nature of business
During the year under review, there was no change in the nature of
business of the Company.
Transfer to Reserves
During FY 2022-23, the Company has not transferred any amount to
Statutory Reserves.
Dividend
In order to conserve resources for future requirements, your
Directorsdid not recommend any dividend on Equity Shares of the Company for the year ended
March 31, 2023.
Holding company, Subsidiary companies, Joint Venture or Associate
companies:
The Company is a wholly owned subsidiary of M/s. Krystal Family
Holdings Private Limited. As on March 31, 2023, the Company has 2 wholly owned
subsidiaries viz. Krystal Gourmet Private Limited and Flame Facilities Private Limited and
two Joint Ventures namely, Krystal Aquachem and Joint Venture of Nangia & Co LLP &
Krystal Integrated Services Limited. However, Joint Venture of Nangia & Co LLP &
Krystal Integrated Services Limited is yet to commence any business.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
(The Act'), statement containing salient features of the financial statements of
subsidiaries, joint venture and associate companies in Form AOC-1 is attached to
the financial statements as Annexure 1 to the Report.
The separate financial statements of the subsidiaries are available on
the website of the Company and can be accessed at Krystal Integrated Sendees Limited
(krvstahgroup.com)
Material changes and commitments, affecting financial position of the
Company
Material changes and commitments which have occurred during the year
under review and between the financial year ended March 31,2023 and the date of this
report affecting the financial position of the Company are given herein below:
IVIVIJ l?L
Order of Court
The National Company Law Tribunal Court, Mumbai Bench has passed an
order dated June 20, 2022 in the matter of Scheme of Arrangement in the nature of Demerger
between Krystal Integrated Services Private Limited (Demerged Company) and Volksara Techno
Solutions Private Limited (Resulting Company).
Conversion of the Company from a Private Limited Company to a Public
Limited Company
Effective August 04, 2023, your Company has converted from private
limited to public limited and the Company has received a fresh certificate of
incorporation consequent upon conversion from private company to public company dated
August 04,2023 from the Registrar of Companies, Maharashtra, Mumbai.
Initial Public Offering of Equity Shares of the Company
Your Company proposes to create, issue, transfer, offer and allot such
number of Equity Shares such that the amount being raised pursuant to the fresh issue
aggregates up to ? 1,750 million (the "Fresh Issue") and/or an offer for sale of
Equity Shares aggregating up to 17,50,000 by certain existing shareholders of the Company
(the "Selling Shareholder", and such offer for sale, the "Offer for
Sale") (the Offer for Sale together with the Fresh Issue, the "Offer" or
the "IPO"), at a price as may be determined by the book building process in
accordance with applicable laws, including without limitation the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ("SEB11CDR Regulations"). The Equity Shares allotted/transferrcd shall
rank in all respects pari passu with the existing Equity Shares of the Company including
any rights in respect of dividend payable for the entire year after the date of allotment.
In this regard, your Company is in the process of filing Draft Red
Herring Prospectus with Securities and Exchange Board of India and the Stock Exchanges,and
subsequently will file a red herring prospectus (the "RHP") with the Registrar
of Companies, Maharashtra at Mumbai ("RoC") and thereafter with SEBI, and the
Stock Exchanges and file a prospectus with the RoC and thereafter with SEBI and the Slock
Exchanges in respect of the Offer (the "Prospectus", and together with the DRHP
and the RHP, the "Offer Documents"), in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended ("SEBI ICDR Regulations"), the Companies Act, 2013, and the rules
notified thereunder (including any statutory rnodification(s) or re-enactment thereof, for
the time being in force) (collectively referred to as the "Companies Act") and
other applicable laws.
The Equity Shares are proposed to be listed on the Bombay Stock
Exchange Limited, the National Stock Exchange of India Limited and any other stock
exchange as determined by the Board at its absolute discretion (together, the "Stock
Exchanges") and the Company will be required to enter into listing agreements with
each of the Stock Exchanges.
The Company has not made and will not make an offer of the Equity
Shares in the Offer to its promoters or members of the promoter group of the Company in
the Offer. However, the Directors (except independent directors), the key managerial
personnel or senior management personnel may apply for the Equity Shares in the various
categories under the IPO in accordance with (he SEBI ICDR Regulations, the Companies Act,
and any other applicable laws.
No change in control of the Company or its management is intended or
expected pursuant to the IPO,
Adoption of new Accounting Policies
The Company has adopted new Accounting Polices i.e. Indian Accounting
Standard (abbreviated as Ind-AS) for
Krystal Integrated Services Limited Employee Stock Option Plan, 2023
On September 08, 2023 shareholders of your Company approved and adopted
"Krystal Integrated Services Limited Employee Stock Option Plan, 2023" or
"Krystal ESOP Plan, 2023" or "ESOP Plan", pursuant to
the applicable provisions of Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, for the
benefit of eligible employees of your Company or its holding company or any of its
subsidiary company, at such price and on such terms and conditions as may be determined by
the Board from time to time, SEBI Regulations and in accordance with the provisions of the
Kiystal ESOP Plan, 2023 or other applicable provisions of any law as may be prevailing at
that time.
The Company has till date not granted any stock options under the
aforesaid scheme.
Share Capital
The Board of Directors of the Company at their meeting held on
September 06, 2023 and shareholders at their meeting held on September 08, 2023, approved
the increase in authorized share capital of the Company from ? 10,00,00,000 (Rupees Ten
crore only) divided into 100,00,000 (One crore) equity shares of ?10 (Ten) each to ?
15,00,00,000 (Rupees Fifteen crore only) divided into 1,50,00,000 (One crore Fifty lakhs)
equity shares of ?10 (Ten) each. Hence, the present Authorised Share Capital of the
Company stands at ? 15,00,00,000 (Rupees Fifteen crore only).
The Board of Directors of the Company and the shareholders at their
meeting held on September 26, 2023 approved the issue of 57,62,200 bonus equity shares of
Rs. 10/- (Rupees Ten) each credited as fully paid-up to eligible members of the Company in
the proportion of 1 (One) new fully paid-up equity share of Rs.10/- (Rupees Ten) each for
every 1 (One) existing fully paid-up equity shares of Rs. 10/- (Rupees Ten) each held by
them, by capitalizing a sum not exceeding Rs. 5,76,22,000/- (Rupees Five Crore Seventy-Six
Lakhs Twenty-Two Thousand) from and out of the free reserves or such other accounts, as
are permissible to be utilized for the purpose, as per the audited accounts of the Company
for the financial year ended March 31, 2023.
Post allotment of 57,62,200 Bonus Equity Shares, the Issued, Subscribed
and Paid-up Share Capital of the Company as on March 31,2023 stood at Rs, 11,52,44,000/-
(Rupees Eleven Crore Fifty-Two Lakhs Forty-Four Thousand) comprising of 1,15,24,400 Equity
Shares (One Crore Fifteen Lakhs Twenty-Four Thousand Four Hundred) having face value of
Rs. 10/- each.
Non-Convertible Debentures
During the year under review, the Company has not issued and allotted
any Non-Convertible Debentures. Credit Rating
During the year under review, Rating Agencies reaffirmed / issued
ratings to the Company, as under:
Rating Agency |
Rating |
Nature of Securities |
CRISIL Rating Limited |
BBB+ |
Term Loan, Working Capital
and Cash Credit Facilities |
Details relating to deposits
During the period under review, the Company lias not accepted or
renewed any amount falling within the purview of the provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, Thus, as
on March 31, 2023, there were no deposits which were unpaid or unclaimed and due for
repayment.
Details of Directors and Key Managerial Personnel
There was no change in Directorship during the year under review.
However, following changes took place from the end of the Financial Year March 31,2023
till the date of this report:
1. The Board at its Meeting held on June 21,2023 approved the
appointment of Mr. V ijay Kumar Agarwal as an Additional Director (Independent) on the
Board of Directors of the Company w.e.f. 21s1 June, 2023, Shareholders of the
Company at their Extra Ordinary General Meeting held on September 08, 2023 approved the
appointment of Mr. Vijay Kumar Agarwal as an Independent Director for a period of 5 (five)
consecutive years and whose office shall not be liable to retire by rotation.
2. The Board at its Meeting held on June 30, 2023 approved the
appointment of Professor Sunder Ram Govind Raghavan Korivi as an Additional Director
(Independent) on the Board of Directors of the Company w.e.f. 30Ih June, 2023.
Shareholders of the Company at their Extra Ordinary General Meeting held on September 08,
2023 approved the appointment of Professor Sunder Ram Govind Raghavan Korivi as an
Independent Director for a period of 5 (five) consecutive years and whose office shall not
be liable to retire by rotation.
3. The Board at its Meeting held on August 03, 2023 approved the
appointment of Dr. Dhanya Pattathil as an Additional Independent Director on the Board of
the Company w.e.f. August 03, 2023. Shareholders of the Company at their Extra Ordinary
General Meeting held on September 08, 2023 the appointment of Dr. Dhanya Pattathil as an
Independent Director for a period of 5 (five) consecutive years and whose office shall not
be liable to retire by rotation,
4. The Board at its Meeting held on August 25, 2023 based on the
recommendation of the Nomination, Remuneration & Compensation Committee approved the
appointment of Dr. Yajyoti Singh, Lt, Colonel Kaninika Thakur as Additional Directors
(Independent Director) on the Board of the Company w.e.f. August 25, 2023. Shareholders of
the Company at their Extra Ordinary General Meeting held on September 08, 2023 approved
the appointment of the Dr. Yajyoti Singh, Lt. Colonel Kaninika Thakur as Independent
Directors for a period of 5 (five) consecutive years and whose office shall not be liable
to retire by rotation,
5. The Board at its Meeting held on September 15, 2023 based on the
recommendation of the Nomination, Remuneration & Compensation Committee approved the
re-designation of Ms. Neeta Prasad Lad as the Managing Director of the Company and Mr.
Shubham Prasad Lad, Ms. Saily Prasad Lad, Mr. Pravin Ramesh Lad and Mr. Sanjay Suryakant
Dighe, as Whole-time Directors on the Board of the Company for a period of 3 years with
effect from September 15, 2023 to September 14,2026. Shareholders of the Company at their
Extra Ordinary General Meeting held on September 18, 2023 approved the redesignation Ms.
Neeta Prasad Lad as the Managing Director and Mr. Shubham Prasad Lad, Ms. Saily Prasad
Lad, Mr. Pravin Ramesh Lad and Mr. Sanjay Suryakant Dighe, as Whole-time Directors on the
Board of the Company, liable to retire by rotation.
KRYSTA
As on the date of this report, the composition of the Board of
Directors of the Company is as stated below:
Sr. No. |
Name |
Designation |
1. |
Mr. Vi jay Kumar Agarwal |
Non-Executive, Independent
Director |
2, |
Professor Sunder Ram Goviud
Raghavan Korivi |
Non-Executive, Independent
Director |
3. |
Dr. Dhanya Patlalhil |
Non-Executive, Independent
Director |
4. |
Dr. Yajyoti Singh |
Non-Executive, Independent
Director |
5. |
Ll. Colonel Kaninika Thakur |
Non-Executive, Independent
Director |
6. |
Ms. Neeta Prasad Lad |
Executive, Managing Director
& Chairperson |
7. |
Mr. Shubham Prasad Lad |
Executive, Whole-time
Director |
8. |
Ms. Saily Prasad Lad |
Executive, Whole-time
Director |
9. |
Mr. Pravin Ramesh Lad |
Executive, Whole-time
Director |
10. |
Mr. Sanjay Suryakant Dighe |
Executive, Whole-time Director
& Chief Executive Officer |
6. Ms. Shalini Agrawal tendered her resignation as the Company
Secretary of the Company w.e.f ]4,h August, 2023. The Board at its Meeting held
on August 25, 2023 based on the recommendation of the Nomination, Remuneration &
Compensation Committee approved the appointment of Ms. Stuti Maru, an Associate Member of
the Institute of Company Secretaries of India as the Company Secretary and Compliance
Officer of the Company w.e.f. August 25,2023.
7. The Board at its Meeting held on September 15,2023 based on the
recommendation of the Nomination, Remuneration and Compensation Committee approved the
appointment of Mr. Sanjay Suryakant Dighe as Chief Executive Officer of the Company w.e.f.
September 15, 2023.
8. The Board at its Meeting held on September 15, 2023 based on the
recommendation of the Audit Committee and Nomination, Remuneration and Compensation
Committee approved the appointment of Mr. Barun Dey as the Chief Financial Officer of the
Company with effect from September 15, 2023.
Pursuant to the provisions of sub-section (51) of Section 2 and Section
203 of the Act read with the Rules framed thereunder, the following persons are the Key
Managerial Personnel of the Company as on March 31, 2023:
Sr. No. |
Name |
Designation |
1. |
Mr. Sanjay Suryakant Dighe |
Whole-time Director and Chief
Executive Officer |
2. |
Mr, Barun Dey |
Chief Financial Officer |
3. |
Ms. Stuti Maru |
Company Secretary &
Compliance Officer |
Your Directors on the Board possess the requisite experience and
competency.
All the Directors of the Company have confirmed that they satisfy the
"fit and proper" criteria and are not disqualified from being
appointed/continuing as Directors in terms of Section 164(2) of the Act. The declarations
have been taken on record by the Nomination, Remuneration and Compensation Committee.
All the Directors and Senior Management of the Company will affirme
compliance with the Code of Conduct for Board Members and Senior Management Personnel of
the Company annually. All Independent Directors have submitted the declaration of
independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8)
of the SEBI Listing Regulations, stating that they meet the criteria of independence as
provided in Section 149(6) of the Act and Regulations 16(l)(b) of the SEBI Listing
Regulations and they are not aware
of any circumstance or situation which exist or may be reasonably
anticipated, that could impair or impact his/her ability to discharge his/ her duties with
an objective independent judgment and without any external influence. The terms and
conditions of appointment of Independent Directors are available on the website of the
Company at Krystal Integrated Services Limited (krvstal-group.com)
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered with the databank
maintained by the Indian Institute of Corporate Affairs ("IICA"). The
Independent Directors are also required to undertake online proficiency self-assessment
test conducted by the IICA, within a period of 2 (two) years from the date of inclusion of
their names in the data bank, unless they meet the criteria specified for exemption. Mr.
Vijay Kumar Agarwal and Dr. Dhanya Pattathil, Independent Directors of the Company have
confirmed that they are exempt from the requirement to undertake the online proficiency
self- assessment test. Professor Sunder Ram Govind Raghavan Korivi, Lt. Colonel Kaninika
Thakur, Dr. Yajyoti Singh, Independent Directors of the Company are required to undertake
the online proficiency self-assessment test.
Number of Meetings of the Board of Directors ("Board")
During the period under review, the Board of your Company met 19 times,
details of which are given herein
l, 07.04.2022 |
2. 11.05.2022 |
3. 08.06.2022 |
4, 21.06.2022 |
5. |
09.07.2022 |
6. 01.08.2022 |
7, 24.08.2022 |
8. 13.09.2022 |
9. 27.09.2022 |
10. |
14.11,2022 |
11. 08.12.2022 |
12. 03.01.2023 |
13. 12.01.2023 |
14, 28.01.2023 |
15. |
15.02.2023 |
16. 24.02.2023 |
17. 06.03.2023 |
18. 27.03.2023 |
19. 31.03.2023 |
|
The Company is in compliance with the requirements of the Companies
Act, 2013 and Secretarial Standards issued by The Institute of Company Secretaries of
India, The intervening gap between the two meetings was within the limits as prescribed
under the applicable provisions of the Companies Act, 2013, The details of attendance of
each Director at the Board Meeting are as follows:
Name of the Director |
DIN |
Category |
Number of
Board Meetings |
AGM last Attended |
Held |
Attended |
Neeta Prasad Lad |
01122234 |
Director |
19 |
19 |
29.09.2022 |
Saily Prasad Lad |
05336504 |
Director |
19 |
19 |
29.09.2022 |
Shubham Prasad Lad |
07557584 |
Director |
19 |
19 |
29.09.2022 |
Pravin Ramesh Lad |
01710743 |
Director |
19 |
19 |
29.09.2022 |
Sanjay Suryakant Dighe |
02042603 |
Director |
19 |
19 |
29.09.2022 |
Committees of the Board:
The Committees constituted by the Board focus on specific areas and
take informed decisions within the framework of delegated authority and make specific
recommendations to the Board on matters within their areas or purview. The decisions and
recommendations of the Committees are placed before the Board for information or for
approval, as required.
The constitution, role, composition and functioning of the Audit
Committee, Nomination, Remuneration and Compensation Committee, CSR Committee, Risk
Management Committee and Stakeholder Relationship Committee are in compliance with the
applicable provisions of the Companies Act, 2013 and SEB1 Listing Regulations.
Further, the Company has also constituted Tender Committee, Finance
Committee and IPO Committee.
The Company Secretary is the Secretary of all the Committees. The Board
of Directors and Committees also take decisions by resolutions passed through circulation
which are noted by the Board/respeetive Committees of the Board at their next meetings.
The Minutes of meetings of all Committees of the Board are circulated to the Board of
Directors for noting. During the year under review, all recommendations received from its
Committees were accepted by the Board,
Composition of Audit Committee
The Company has constituted an Audit Committee on August 25, 2023 in
terms of the requirements of the Act and Regulation 18 of the SEBI Listing Regulations,
The Committee comprises of the following:
Sr. No |
Name of the Member |
Designation |
Status |
1 |
Mr, Vijay Kumar Agarwal |
Chairman |
Non- Executive, Independent |
2 |
Professor Sunder Ram Govind
Raghavan Korivi |
Member |
Non- Executive, Independent |
3 |
Mr. Sanjay Suryakant Dighe |
Member |
Executive, Whole-time Director |
The Committee is vested with necessary powers, as per its Terms of
Reference duly approved by the Board. Vigil mechanism / whistle blower policy for
directors and employees
The Company has established a Vigil Mechanism, which includes a Whistle
Blower Policy, for its Directors and Employees, to provide a framework to facilitate
responsible and secure reporting of concerns of unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct. The details of establishment of
Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company
https://krystal- group.com/ and the wcblink to the same at https: Investor - Krystal
Group (krystaLgroup.com).
Corporate Social Responsibility (CSR)
During the year under review, the Company has partnered with credible
agencies like Mi Mumbai Abhiyan Abhiman Pratishtha, Anthyodaya Pratishthan and Shree
Mahalaxmi Tirupati Education Society for implementing socially responsible projects in the
areas of Education as part of its initiatives under CSR. The Company has undertaken the
CSR activities and complied with the provisions of Section 135 of the Companies Act, 2013
("Act"). The CSR activities/projects undertaken by your Company are in
accordance with Schedule
KRYSTAL
VII of the Act and based on approved CSR policy and Annual Action Plan,
which are available on Company's website: Krystal Integrated Services Limited (krystal-group.com)
The Company's CSR activities are guided and monitored by its CSR
Committee. The CSR Policy of the Company provides a broad set of guidelines including
intervention areas and continuous monitoring of the CSR activities.
The Comm ittee was re-constituted on August 25, 2023 and the
Composition of the Committee is as under:
Members |
Category |
Status |
Ms. Neeta Prasad Lad |
Chairperson |
Executive, Managing Director |
Dr. Yajyoti Digvijay Singh |
Member |
Non- Executive, Independent |
Mr. Sanjay Suryakant Dighe |
Member |
Executive, Whole- time
Director |
The CSR Committee has been entrusted with the prime responsibility of
implementation of the activities under the CSR policy. The Committee recommends the
activities to be undertaken under the policy and amount to be spent on such CSR activities
to the Board.
During the year under review, as per Section 135 of the Act, your
Company was required to spend an amount of fNR 7.06 Million equivalent to 2%
of the 'average net profits' of the last three (3) financial years. During the year
under review, your Company has spent the entire amount on CSR activities. The CSR
initiatives undertaken by your Company along with other CSR related details form part of
the Annual Report on CSR activities for FY 2022-23, which is annexed as Anncxure -2.
Risk Management
The Company has constituted a Risk Management Committee
("RMC") on August 25, 2023 in terms of the requirements of Regulation 21 of the
SEB1 Listing Regulations and also adopted a risk management policy.
The Composition of the Committee is as under;
Sr. No |
Name of the Member |
Designation |
Status |
1 |
Mr. Vijay Kumar Agarwal |
Chairman |
Non- Executive, Independent |
2 |
Lieutenant Colonel Kaninika
Thakur |
Member |
Non- Executive, Independent |
3 |
Mr. Sanjay Suryakant Dighe |
Member |
Executive, Whole-time Director |
The Committee is vested with necessary powers, as per its Terms of
Reference duly approved by the Board.
The Risk Management Committee of the Board of Directors of the Company
reviews compliance with risk policies, monitors risk tolerance limits, reviews and
analyses risk exposures related to specific issues and provides oversight of risk across
the Company. The Risk Management process of the Company is governed by the Risk Management
Policy which lays down guidelines for Risk identification, assessment and monitoring as an
ongoing process that is supported by a robust risk reporting framework.
Nomination and Remuneration Committee and Policy on Appointment and
Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel
KRYSTAL
The Company has re-constituted a Nomination, Remuneration and
Compensation Committee on August 25, 2023 with the following members:
Sr. No |
Name of the Member |
Designation |
Status |
1 |
Lieutenant Colonel Kaninika
Thakur |
Chairperson |
Non- Executive, Independent |
2 |
Dr. Yajyoti Digvijay Singh |
Member |
Non- Executive, Independent |
3 |
Dr. Dhanya Pattathil |
Member |
Non- Executive, Independent |
The Committee is vested with necessary powers, as per its Terms of
Reference duly approved by the Board.
The Board of Directors has adopted a Nomination and Remuneration Policy
on September 15, 2023 in terms of the provisions of sub-section (3) of Section 178 of the
Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel.
The policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of its Directors, Key Managerial Personnel and
Senior Management Personnel. The said Policy is annexed to this Report as Annexure 3 and
is also available on the Company's website i.e. Krystal Integrated Services
Limited (krvstal-group.com)
Stakeholders Relationship Committee
As required under the provisions of Regulation 20 of SEBI Listing
Regulations, the Board of Directors of the Company on August 25, 2023 constituted the
Stakeholder's Relationship Committee and the details of composition of the Committee
are given herein below:
Sr, No |
Name of the Member |
Designation |
Status |
1 |
Professor Sunder Ram Govind
Raghavan Korivi |
Chairman |
Non- Executive, Independent |
2 |
Dr. Dhanya Pattathil |
Member |
Non- Executive, Independent |
3 |
Mr, Sanjay Suryakant Dighe |
Member |
Executive, Whole-time Director |
The Committee is vested with necessary powers, as per its Terms of
Reference duly approved by the Board. Name and designation of the compliance officer:
Ms. Stuti Maru, Company Secretary and Compliance Officer of the
Company, is the Compliance Officer / Investor Relations Officer, who deals with matters
pertaining to Shareholders' grievances.
Directors' Responsibility Statement
Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the
Companies Act, 2013 and based on the information provided by the management, the Board of
Directors of the Company, to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts for the period commencing
from April 01, 2022 to March 31, 2023, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;
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 slate of affairs of
the company at the end of the period under review and of the profit and
loss of the Company for that
period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such
internal financial controls are adequate and were operating
effectively; and
f) the Directors have devised proper systems to ensure compl iance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Familiarisation Programme
The Company has adopted a Policy on Familiarisation Programme on
September 15, 2023. The Company has familiarized the Independent Directors with the
Company, their roles, responsibilities in the Company, nature of industry in which the
Company operates, business model of the Company, etc. The details relating to the
familiarization programme are available on the website of the Company at Krystal Integrated
Services Private Limited (krvstafgroup.com')
Board Evaluation
The Company has adopted a Board Evaluation Policy on September 15,
2023. Evaluation of performance of all Directors would be undertaken annually. The Company
has implemented a system of evaluating performance of the Board of Directors and of its
Committees and the Non-Executive Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration various performance related
aspects. The performance of the Executive Director would be evaluated on the basis of
achievement of their Key Result Area. The Board of Directors has expressed their
satisfaction with the evaluation process.
Statutory Audit & Statutory Auditors
M/s. T, R. Chadha Sc Co LLP, Chartered Accountants (Firm
Registration No, 00671 IN/ N500028) were appointed as Statutory Auditors of the Company to
hold office from the conclusion of 20th Annual General Meeting until the
conclusion of the 24,h Annual General Meeting to be held in the calendar year
2024-25, at such remuneration, as recommended by the Audit Committee and as may be
mutually agreed between the Board of Directors of the Company and the Statutory Auditors
from time to time.
The Auditors' Report "with an unmodified opinion", given
by the Statutory Auditors on the Financial Statements of the Company for FY 2022-23, is
disclosed in the Financial Statements forming part of this Annual Report. There has been
no qualification, reservation, adverse remark or disclaimer given by the Statutory
Auditors in their Report and the same does not call for any further comments. The Notes to
the Financial Statements are self-explanatory and do not call for any further comments.
In addition to the above, there have not been any frauds reported by
the Auditors of the Company under Section 143(12) of the Act .
Particulars ofloans given, investments made, Guarantees given, or
Security provided by the Company
The loans given, investments made and guarantees given and securities
provided during the year under review, are in compliance with the provisions of the
Section 186 of the Act and Rules made thereunder and details thereof are given in the
notes to the Standalone Financial Statements.
Related Party Transactions:
During the year under review, all contracts/arrangements/transactions
entered into by the Company during the financial year with related parties were in
ordinary course of business and on ami's length basis. There were no material related
party transactions by the Company during the year.
Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable. Systems are in place
for obtaining prior omnibus approval of the Audit Committee on an annual basis for
transactions with related parties which are of a foreseeable and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted and a statement
giving details of all transactions with related parties would be placed before the Audit
Committee for their review on a periodic basis. Policy on Related Party Transactions is
annexed as Anncxure 4 to the Report.
Particulars of Employees
In terms of the requirements of sub-section (12) of Section 197 of the
Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining
to the remuneration and other details, are annexed to this Report as Annexure 5.
The statement containing names and other details of the employees as
required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3)
of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the
Act, the Annual Report is being sent to the Members and others entitled thereto, excluding
the aforesaid information. The said information is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company.
Disclosure under the Sexual Harassment of Women at Workplace
Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to providing and promoting a safe and healthy
work environment for all its employees. A Prevention of Sexual Harassment'
Policy, which is in line with the statutory requirements, along with a structured
reporting and redressal mechanism, including the constitution of Internal Complaints
Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention,
Prohibition and Redressal) Act, 2013 ("the POSH Act"), is in
place. During FY 2022-23, there were no complaints received under the provisions of the
POSH Act.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo
a) The provisions of Section 134(3)(m) of the Act and the rules made
there under relating to conservation of energy and technology absorption do not apply to
your Company as it is not a manufacturing Company,
b) Foreign Exchange Earnings during the year under review was INR Nil
and previous year were 1NR Nil and Foreign Exchange Outgo during the year under review was
Nil and previous year was Nil.
Details of grievances, significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future
During the year under review, there were no significant and material
orders passed by the Regulators or Courts or Tribunals impacting the going concern status
and the Company's operations in the future. Further, no penalties have been levied by
any regulator during the year under review.
Names of companies which have become or ceased to be its Subsidiaries,
joint ventures or associate companies during the year
During the year under review, no company beeame/ceased to be a
Subsidiary, Joint Venture, Associate Company of the Company.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements
The Company has established a system of internal controls and business
processes, comprising of policies and procedures, with regards to efficiency of
operations, financial reporting and compliance with applicable laws and regulations etc,
commensurate with its size and nature of the business. Regular checks are undertaken to
ensure that systems and processes are followed effectively, and systems & procedures
are periodically reviewed to keep pace with the growing size and complexity of your
Company's operations. Company also has a well-defined process for an on-going
management reporting and periodic review of operations to ensure effective
decision-making. During the year under review, proper internal financial controls were in
place and the financial controls were adequate and were operating effectively.
Annual Return
As required under the provisions of Sections 134(3) (a) and Section
92(3) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company in prescribed form MGT 7 has been placed on the website of the
Company at Krystal Integrated Services Limited (krvstal-group.com)
Managing Director and Chief Financial Officer Certificate
In terms of the SEBI Listing Regulations the certificate, as prescribed
in Part B of Schedule II of the Listing Regulations, has been obtained from Managing
Director & CEO and Group Chief Financial Officer, for the Financial Year 2022-23 with
regard to the Financial Statements and other matters.
Secretarial Standards and Compliance
During the year under review, the Company has complied with the
applicable provisions of Secretarial Standards issued by The Institute of Company
Secretaries of India on Board Meetings and General Meetings.
Other Disclosures
The Directors state that no disclosures or reporting is required in
respect of the following items, as the same is either not applicable to the Company or
relevant transactions/events have not taken place during the year under review:
a) The Company has not issued any equity shares with differential
rights as to dividend, voting or otherwise.
b) The Company has not issued shares (including sweat equity shares) to
employees under any scheme.
c) There was no revision in the financial statements.
d) There has been no change in the nature of business of the Company as
on the date of this report.
e) The Managing Director of the Company did not receive any
remuneration or commission from any of its subsidiaries.
f) The Company has not obtained any registration / license /
authorisation, by whatever name called from any other financial sector regulators
g) There have been 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.
h) There are no proceedings, pending under the Insolvency and
Bankruptcy Code, 2016 corporate insolvency resolution for the end of financial year March
31, 2023.
i) There was no instance of one-time settlement with any Bank or
Financial Instit ution.
Acknowledgements / Appreciations
The Directors express their sincere gratitude to Ministry of Finance,
Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory
authorities, lenders, financial institutions, and the Company's bankers for the
ongoing support extended by them. The Directors also place on record their sincere
appreciation for the continued support extended by the Company's stakeholders and
trust reposed by them in the Company. The Directors sincerely appreciate the commitment
displayed by the employees of the Company across all levels.