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Kesoram Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5317.01 Cr. P/BV 11.24 Book Value (Rs.) 15.23
52 Week High/Low (Rs.) 180/55 FV/ML 10/1 P/E(X) 0.00
Bookclosure 14/06/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2023-03 

The Board presents its One Hundred and Fourth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2023.

FINANCIAL RESULTS (STANDALONE)

H/ Crores

Particulars

31st March, 2023

31st March, 2022

Total Income

3,603.93

3,577.71

Profit before Interest, Depreciation, Tax and other Amortizations ("EBIDTA")

371.22

586.80

Less: Depreciation and Amortization Expenses

81.57

90.73

Finance Costs

422.78

481.70

Profit/ (Loss) before Exceptional Items and Tax

(133.13)

14.37

Exceptional Items

(173.07)

(154.25)

Profit/ (Loss) before Tax

(306.20)

(139.88)

Tax Expenses

190.53

9.87

Total Profit/ (Loss) for the year

(115.67)

(130.01)

Other Comprehensive Income (net of tax expense)

Re-measurement of Post-employment Benefit Obligations

(1.43)

4.55

Fair valuation of Equity Investments

6.22

(3.58)

Total Comprehensive Income/ (Loss) for the year

(110.48)

(129.04)

GENERAL REVIEW OF COMPANY'S OPERATIONAL AND FINANCIAL PERFORMANCE

The year saw a steep rise in input costs for the Industry that resulted in lower EBIDTA as compared to the previous year.

During the second half of the financial year, costs moderated and EBIDTA per quarter crossed H 100 crore plus mark. Finance Cost continued to be elevated, Net worth improved with substantial portion of the Optionally Convertible Reedemeble Preference Shares ("OCRPS") getting converted into equity. Improved performance and moderating costs are likely to pave the way for expeditious refinancing of the current debt which in turn will reduce finance cost going forward.

• Standalone Income, comprising Revenue from Operations and Other Income, for the year was H 3,603.93 crore, 0.73 % higher compared to H 3,577.71 crore in 2022.

• Standalone Loss before Tax for the year was H 306.20 crore, 118.90 % higher compared to H 139.88 crore in 2022.

• Standalone Loss after Tax for the year was H 115.67 crore, 11.02 % lower compared to H 130.01 crore in 2022.

• Cement production reduced by 5.26% from 7.42 million tonnes in 2022 to 7.03 million tonnes in 2023.

• Cement Sales Volume reduced by 5.39% from 7.42 million tonnes in 2022 to 7.02 million tonnes in 2023.

• No material changes or commitments have occurred between the end of the financial year and the date of this Report, which affect the Financial Statements of the Company with respect to the reporting year.

DIVIDEND

No dividend is proposed in view of the loss during the year and the non-availability of any carry forward surplus.

The web-link for accessing the Company's Dividend Distribution Policy is: https://www.kesocorp.com/DOCS/pdf/mgc/ dividend-distribution-policy-final.pdf

TRANSFER TO RESERVE

In view of the loss during the year, no amount is being transferred to General Reserve.

INCREASE IN SHARE CAPITAL

During the year, the Company converted 5,19,626 partly paid Equity Shares into fully paid Equity Shares pursuant to receipt of call money of the Rights Issue made during the year 2021.

Moreover, further 6,61,19,874 Equity Shares were issued and allotted during the year @ H 65 per share, inclusive of a premium @ H 55 per share. These were issued on preferential basis to identified entities, consisting primarily of scheduled

banks upon conversion of 4,29,77,918 numbers Optionally Convertible Redeemable Preference Shares of face value H 100 each originally issued as part of the debt resolution plan in March 2021.

Both issues were listed on the Stock Exchanges and are eligible for trading.

In addition, 90,00,000 unlisted 5% Non-Convertible Cumulative Redeemable Preference Shares were issued and allotted to a promoter entity on private placement basis. The required general body approval was duly obtained for such an issue. Accordingly, the Company's paid- up Equity Share Capital as on 31st March, 2023 stood enhanced to H 310.66 crores and Preference Share Capital stood at H 109.19 crores.

STATUS OF NON-CONVERTIBLE DEBENTURES

During the year Secured Non-Convertible Debentures aggregating to H 10 crore (Principal) were prepaid.

The face value of total Secured Listed Non-Convertible Debentures outstanding as on 31st March, 2023 is H 1538.50 crores. PUBLIC/ FIXED DEPOSITS

The Company accepted public fixed deposits (both from public and members of the Company) during the year within the parameters set out in Chapter V of the Companies Act, 2013. Deposits accepted are for a fixed term of three years only. No deposit matured for re-payment during the year. The requisite details relating to deposits, covered under Chapter V of the Act are as under:

a) Accepted during the year: H 119.97 crores

b) Remained unpaid or unclaimed as at the end of the year: NIL

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: NIL

d) Premature requests received and paid: H 24.56 crores

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act. POSSIBLE DISPOSAL/ TRANSFER OF THE HINDUSTHAN HEAVY CHEMICALS LAND

Shareholders had assented to an enabling Resolution proposed under Section 180 of the Companies Act, 2013 ("the Act") for disposal/ transfer of its Hindusthan Heavy Chemicals land in the State of West Bengal. A final Resolution to this effect is being proposed at the forthcoming Annual General Meeting for Shareholder approval.

Efforts for disposal transfer within the extant legal framework are under examination.

MANAGEMENT DISCUSSION & ANALYSIS, BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE

The Management Discussion & Analysis, Business Responsibility & Sustainability Report and the Report on Corporate Governance are attached as Annexures I, II & III respectively to this Report.

CREDIT RATING

Credit Rating related details are disclosed in the Report on Corporate Governance Section.

RISK MANAGEMENT FRAMEWORK

The Company has in place a well-defined risk management framework ("the framework") together with a defined structure to manage and report risks.

The framework established across the Company and its wholly-owned Subsidiary is so designed as to identify, assess and respond to risks and threats that affect the realisation of business objectives.

The Risk Management Committee of the Board meets periodically to oversee the functioning of the framework.

The approach of Risk Management is defined across the Company at various levels with a periodical review to maintain its contemporariness so as to effectively address the emerging challenges in a dynamic business environment.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders were passed by Regulators or Courts or Tribunals which impact or influence the Company's going concern status and/ or its future operations.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company's Internal Financial Control Systems are commensurate with its size, nature and complexity of business operations.

Internal Audit, a key feature of the Company's internal control system, is conducted by a dedicated team of professionals. The Audit Committee of the Board monitors feedback by Internal Audit periodically to ensure its smooth functioning and appropriate oversight of the control systems instituted by the Company.

CORPORATE GOVERNANCE Number of Meetings of the Board

During the year, ten (10) Board Meetings were held. Meeting particulars are disclosed in the Report on Corporate Governance section.

Policy on Director Appointment and Remuneration

The present Company Policy on Director Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence and other related matters as contemplated in Section 178(1) of the Companies Act, 2013 ("the Act"), is available on the web-link https://www.kesocorp.com/DOCS/pdf/mgc/nomination-and-remuneration-policy.pdf

It is affirmed that the remuneration paid to the Company Directors during the year has been as per the terms set out in the Company's Nomination & Remuneration Policy.

Declaration by Independent Directors

The Company has received the requisite declarations from each Independent Director under Section 149(7) of the Act, affirming that each of them duly met the criteria of independence as prescribed in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR").

Board Evaluation

This year too the Board went through an elaborate process of evaluating its own effectiveness, that of its Committees as also of individual Board Members. The process included an appraisal of the functioning of the Chairman and the Whole-time Director separately by Independent Directors at the annual Independent Directors Meeting.

Familiarisation programme for Independent Directors

There were no Directorial appointments during the year. The procedure followed for familiarising Independent Directors with corporate operations appears in the Report on Corporate Governance.

DIRECTORATE

Manjushree Khaitan (DIN: 00055898), Non-Executive Non Independent Director and Chairman of the Board, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. Her brief particulars are annexed to the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following persons functioned as Key Managerial Personnel ("KMP") during the year:

P. Radhakrishnan Whole time Director & Chief Executive Officer

Suresh Sharma Chief Financial Officer (till 11th April,2022)

Rohit Shah Chief Financial Officer (effective 12th April, 2022)

Raghuram Nath Company Secretary (till 15th May, 2022)

Gautam Ganguli Company Secretary (effective 13th May, 2022)

COMMITTEES OF THE BOARD

As on 31st March, 2023, the Board had five Statutory Committees being the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee, the Risk Management Committee and the Corporate Social Responsibility Committee.

During the year, all recommendations made by designated Committees were noted and approved by the Board. There were no instances of any disagreement between any of the Committees and the Board.

A detailed note on the composition of the Board and its Committees appears in the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

No mandatory expenditure during the year on Corporate Social Responsibility was envisaged as per Section 135 of the Act.

Nonetheless, the Company has never been found wanting in making dedicated spends that seek to desirably benefit those living in the vicinity of its two cement plants. No exceptions were made this year either.

The Board's CSR Committee consisted of Manjushree Khaitan, Jikyeong Kang and P. Radhakrishnan.

The Company's CSR Policy is available on the web link www.kesocorp.com/DOCS/pdf/mgc/corporate-social-responsibility-policy.pdf.

A Report on CSR activities during the year is annexed to this Report and marked Annexure IV.

CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES

The Board affirms that all related party transactions/ arrangements/ contracts entered into by the Company during the year were approved by the Audit Committee and were at arm's length basis and in the ordinary course of business.

No contract/ arrangement with any related party that could be considered material in accordance with the Company Policy on "Materiality of Related Party Transactions" or which required reporting in Form No. AOC-2 as per Section 134(3) (h) read with Section 188(1) of the Act was entered into during the year.

There were no materially significant related party transactions entered into by the Company that could have potential conflict with the interest of the Company at large.

The Company's Related Party Transaction Policy appears on the web- link www.kesocorp.com/DOCS/pdf/mgc/related-party-transactions-policy.pdf.

Related party transactions during the year as per the provisions of Indian Accounting Standard ("Ind AS") 24 have been disclosed in the Notes to the Financial Statements.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

Cygnet Industries Limited ("Cygnet") and Gondkhari Coal Mining Limited ("Gondkhari"), continued as a Wholly Owned Subsidiary ("WOS") and Joint Venture Company respectively.

The Financial Statements of Cygnet as at 31st March, 2023 have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements forms part of this Annual Report.

The turnover of Cygnet for the year stood at H 244.30 Crore as against H 71.85 crore during the previous year. The turnover improved considerably as the year 2021-22 was affected both by lockdowns and a prolonged suspension of work.

Several measures to restructure operations of Cygnet are being actioned upon. Transparent paper operations will be further upgraded going forward. The marketing activity too will come under more co-ordinated streamlining. Sourced from wood pulp, transparent paper is bio-degradable and can therefore be a substitute for polythene film.

Gondkhari, the Special Purpose Vehicle ("SPV"), was incorporated in 2009 as a Joint Venture between the Company and two other corporate entities for developing and working a coal block in the State of Maharashtra. Gondkhari forfeited its substructure once the Supreme Court de-allocated the coal block that was originally allocated to it in 2014. As a result, the SPV became defunct leading to full provision by the Company against its portion of investment in Gondkhari.

A Statement containing salient features of the financial statements of Cygnet and Gondkhari in the statutory Form AOC-1 appears in Annexure V of this Annual Report.

The financial statements of Cygnet, a Material Subsidiary, is available on the website of the Company www.kesorcorp.com. The Policy on material subsidiaries is also available on the Company's website www.kesocorp.com.

The Board has proposed a "Spin off" of the business activities being undertaken by converting Cygnet from a WOS into a Standalone listed Company. The Scheme of Arrangement to effecuate such "Spin off", contemplated under section 230 -232 of the Act, is pending with the Stock Exchange from their No Objections.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Inter corporate financial exposures as at the end of the year appears under Note No. 8 to the Financial Statements.

The Company has not given any loan and guarantee or made any investment within the meaning of Section 186 of the Act during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/ Whistle Blower Policy as detailed in the Report on Corporate Governance. The Policy is available on the web-link (www.kesocorp.comlDOCSIpdflmgclwhistle-blower.pdf.)

REPORTING OF FRAUD BY THE AUDITORS

No fraud has been reported by the Auditors under Section 143(12) of the Act. Therefore, no further disclosures are required under Section 134(3)(ca) of the Act.

STATUTORY AUDITORS

Shareholders at the Company's 103rd Annual General Meeting held on 17th June, 2022 appointed Walker Chandiok & Co LLP, Chartered Accountants, Auditors of the Company for a period of five consecutive years from the conclusion of that Annual General Meeting.

The Auditor's Report forming part of this Annual Report is free from any qualifications, reservations or disclaimers.

COST AUDITORS

Mani & Co., Cost Accountants, has been appointed by the Board to conduct the audit of the Company's cost accounting records for the year at a remuneration of H 5.47 lakh, excluding tax and reimbursement of out of pockets.

A Resolution to this effect is being proposed at the forthcoming Annual General Meeting for ratification of their remuneration. SECRETARIAL AUDITORS & SECRETARIAL STANDARDS

Ritu Bajaj, Practising Company Secretary was appointed as Secretarial Auditor to conduct audit of the Company's secretarial records for the year. Her Report is annexed to this Report and marked Annexure VI. The Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of the WOS is also annexed in Annexure VI. The Company has complied with all applicable Secretarial Standards.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure VII of this Report. No employee listed in the Annexure is related to any Director.

However in line with the provisions of the second proviso to Section 136(1) of the Act and as per extant Ministry of Corporate Affairs Circulars, this Annual Report is being sent to Members excluding the above information. Any Member interested in obtaining this information, is welcome to request the Company through email at corporate@kesoram.com for the statement.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a laid down Policy on prevention, prohibition and redressal of sexual harassment of women at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the weblink www.kesocorp.comIDOCSIpdfImgcIpolicy-on-prevention-of-sexual-harassment-at-workplace.pdf.

The requisite Internal Committee(s) in accordance with Company Policy are in place.

No complaint on any issue covered by the above law was received during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) the Act and, based upon representations from the Management, the Directors, to the best of its knowledge and belief, states that:

(a) in the preparation of the Annual Accounts, applicable accounting standards has been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 ended 31st March, 2023 and of the profit/ (loss) of the Company for that period;

(c) proper and sufficient care was taken 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 Annual Accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance by the Company with the provisions of applicable laws and that such systems were adequate and working effectively.

CODE OF CONDUCT

The Company has a laid down Code of Business Conduct and Ethics for Directors and Employees based on the principles of ethics, integrity and transparency.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with the relevant Rules appears in Annexure VIII to this Report.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There has been no material change that have occurred between the end of the Financial Year and the date of this Report. OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT

In accordance with recent SEBI directions circular, a separate Suspense Escrow Demat Account has been opened with a Depository Participant for crediting unclaimed shares in dematerialised form lying in the Company's Demat Suspense Account at present.

ANNUAL RETURN

The Company's Annual Return in Form MGT-7 can be viewed on the Company website(www.kesocorp.com).

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 There are no pending proceedings under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTIONS

No one-time settlement with Banks or Financial Institutions were entered into during the year.

ANNEXURES FORMING PART OF THIS REPORT

Annexure

Particulars

I

Management Discussion & Analysis

II

Business Responsibility and Sustainability Report

III

Report on Corporate Governance

IV

Report on Corporate Social Responsibility (CSR) activities

V

AOC - 1

VI

Secretarial Audit Report

VII

Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Companies Act, 2013

VIII

Conservation of energy, technology absorption, foreign exchange earnings and outgo

APPRECIATION

The Board takes this opportunity to express its deep sense of gratitude to investors, lenders, Central and State Governments, the local authorities and all other stakeholders for their consistent co-operation and support during the year.

It would further like to place on record its sincere appreciation of the commitment, dedication and high engagement level of each of its employees. The year was indeed a challenging one but employees were never found wanting to take these challenges head on.


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