Home  »  Company  »  KSL and Industries L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of KSL and Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report and the Audited Statements of Accounts of your Company for the financial year ended 31st March, 2015.

(Rs. in Lacs) FINANCIAL RESULTS:- 2014-2015 2013-2014

Revenue from operations 89530.04 92295.60

Cost of Sales 101667.71 80406.59

Finance Cost (including Loss on foreign exchange fluctuation) 6757.70 8965.95

Depreciation and Amortization Expenses 5397.89 9456.12

Other Administration Expense 2095.68 3445.95

Profit before Exceptional and Extraordinary Items and Tax (26388.94) (9979.01)

Exceptional Items & Extraordinary Items — —

Profit/Loss before Tax (26388.94) (9979.01)

Provision for Tax 0.00 0.00

Deferred Tax Assets/ (Liabilities) 290.76 (343.73)

Profit/Loss after Tax (26679.71) (9635.27)

Note: Previous year figures have been regrouped / rearranged wherever necessary

DIVIDEND:-

In view of inadequacy of profits, your Directors are unable to recommend any dividend on the equity shares for the year under review.

REVIEW OF OPERATIONS:-

During the year, the Income from operations of Company has substantially decreased to Rs. 89530.04 Lacs as against Rs. 92295.60 Lacs in respect of the previous Financial Year ended 31st March, 2014. The Company has incurred a loss before Depreciation and Amortization Expenses, Interest (including Loss on foreign exchange fluctuation) and Tax is Rs. (14233.35) Lacs in the year ended 31st March, 2015 as against profit Rs 8443.06 Lacs in the previous financial year ended 31st March, 2014. The Company has incurred during the year Net Loss of Rs. 26679.71 Lacs as against Net Loss of Rs. 9635.27 Lacs in the previous financial year ended 31st March, 2014.

The company experienced that the efficiency of plant and machineries, especially Spinning Machines have gone down and set up an in house Expert Group to suggest measures for Technology up gradation and Modernization. A per their recommendations, old machines including Ring Frames, requiring expenditure towards repairs and maintenance consuming high power with low out put have been identified and shifted to workshop/godowns for appropriate action.

Further, the Company after incurring huge losses and eroding its networth completely had made an application to be registered as a Sick Company with Board for Industrial and Financial Reconstruction vide a Resolution passed by the Board of Directors on 12th February, 2015. The Company has been registered as a Sick Company .

SUBSIDIARY COMPANY:-

KSL And Industries Limited ("the Company") having Two subsidiaries Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar Textile Mills Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, the statement containing salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures under the first proviso to subsection (3) of section 129 (in Form AOC-1 - Annexure - B) is attached to the Directors Report.

Members who wish to receive the full Report and Accounts including the Report and Accounts of the Subsidiary Companies will be provided with it upon receipt of a written request. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

During the year, Shri Farindra Bihari Rai, has resigned as a Director of the Company w.e.f. 28th March 2015. The Board of Directors place on record the valuable services rendered by him during his tenure as Director of the Company.

Pursuant to the provisions of Section 161(1) and 149 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Pravin Kumar Parekh was appointed as an Additional Director designated as an Independent Director of the Company on 25th March, 2015. The Company has received requisite notice in writing from a member proposing Shri Pravin Kumar Parekh for appointment as an Independent Director.

Pursuant to the provisions of Section 161(1) and 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Shrimati Neha Nilesh Patil was appointed as an Additional Director w.e.f. 12th February, 2015 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shrimati Neha Nilesh Patil for appointment as a Director.

The Independent Directors of the Company have declared that they meet the criteria of independence as laid down in Section 149(6) in Companies Act, 2013 and Clause 49 of the listing Agreement. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

In accordance with the Section 203 of the Companies Act, 2013, Mr. Pushpendra Pratap Singh appointed as the post of whole-time Company secretary and Compliance officer of the Company w.e.f. 15, February,2015.

Mr. Ketan Trivedi resigned on February 07, 2015 as the post of whole-time Company secretary and Compliance officer of the Company AUDIT COMMITTEE:-

The composition of Audit Committee is as given in the Report on Corporate Governance.

STAKEHOLDER RELATIONSHIP COMMITTEE:-

The composition of Stakeholder Relationship Committee is as given in the Report on Corporate Governance.

REPORT ON CORPORATE GOVERNANCE:-

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made as a part of this Annual Report.

A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director regarding Compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this report.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on 31st March, 2015 is attached as Annexure-A to this report.

BOARD MEETINGS HELD DURING THE YEAR

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations Obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:-

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in of the Notes to financial statements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure C to the Board''s report.

The Board has approved the policy on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company''s website, under the web link:http:// kslindustries.org /wp/related-party-transactions/

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with Related Parties were in Ordinary Course of Business and at Arm''s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS18 have been made in the Notes to financial statements.

The Board has approved the policy on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company''s website, under the web link:http://kslindustries.org/wp/related-party-transactions/

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 20th JUNE, 2015 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March, 2015) and the date of the Report (05th August, 2015)

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

TECHNOLOGY ABSORPTION:

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

RISK MANAGEMENT

Your Company has a robust Risk Management policy. The Company through its Steering Committee overseas the Risk Management process including Risk Identification, impact assessment, effective implementation of the plans and risk reporting.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase effectiveness of risk management practices and for improving business efficiency. The Company''s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

The details of the Risk Management as practiced by the Company is provided as part of Corporate Governance Report to this Report REMUNERATION POLICY OF THE COMPANY:-

The remuneration policy of the company comprising of the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

Pursuant to the Section 177(9) and 177(10) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the listing agreement, the Board of Directors have approved the Policy on Vigil Mechanism / Whistle Blower and the same has been hosted on the Website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

ANNUAL EVALUATION BY THE BOARD OF DIRECTORS:

Pursuant to the provisions if the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Director.

In accordance with the criteria and procedure the Independent Directors considered/evaluated the Board''s performance, Performance of the Chairman and other Non-Independent Directors.

The Board has undergone a formal review which comprised Board effectiveness survey and review of materials. The Board subsequently evaluated its own performance, the working of its committees (Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and Management and Finance Committee) and Independent Directors (without the participation of the relevant director)

The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director and CEO

Areas on which the Committees were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. The performance evaluation of the chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committee and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

FIXED DEPOSITS:-

The Company has not invited/received any fixed deposits from the public during the year under Report.

INSURANCE:-

The properties, stock, assets of your Company are adequately insured.

LISTING AGREEMENT:-

Your Company is committed to the adoption of good Corporate Governance practices in letter and spirit. Under the revised Clause 49 of the Listing Agreement, your Directors are pleased to inform that Company has implemented all the mandatory stipulations prescribed under Clause

49. A Certificate from a Practicing Company Secretary in line with Clause 49 is annexed to and forms part of the Director''s Report.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITOR:-

M/s. A. F. Khasgiwala & Co., Chartered Accountants, the Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from of M/s. A. F. Khasgiwala & Co., Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has engaged the services of M/s. Kothari Singhai & Associates; Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2015.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E to this Report

PARTICULARS OF EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drew remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or more per month during the year or drew remuneration in excess of the remuneration drawn by Managing Director or Whole-time Directors or Manager and does not hold either by himself or through his spouse or dependent children 2 per cent or more equity shares of the company. The details of the employees remuneration is provided in the Annexure -D forming a part of Annual Report

DEPOSITS:-

During the year under review, your Company did not accept any deposits within the meaning of provisions of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SAFETY, HEALTH AND ENVIRONMENT:-

Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programmed. Mock drills of emergency preparedness are regularly conducted at all the plants showing Company''s commitment towards safety, not only of its own men and plants, but also of the society at large.

Safety records, at all the plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the Plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities, etc.

All the mills of the Company are eco-friendly and do not generate any harmful effluents. They have facilities for captive power generation as a stand-by arrangement, to meet any contingency. Safety devices have been installed wherever necessary, although both the spinning and knitting activities are known to be quite safe and free from usual hazards of water and air pollution.

INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:-

The Company is of firm belief that good Human Resource Management would ensure success though high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity the goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all the plants to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employee relationship.

The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

ACKNOWLEDGEMENT:-

Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.

For and on Behalf of the Board of Directors

Sd/-

Place: Mumbai Deepak Mathur Date: 05th August, 2015 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report and the Audited Statements of Accounts of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs.in Lacs)

2012-2013 2011-2012

Revenue from operations 110697.57 141979.83

Cost of Sales 98365.28 125081.80

Finance Cost 26230.56 11190.37

Depreciation and Amortization Expense 10239.75 10197.18

Other Administration Expense 7965.42 5235.17

Profit before Exceptional and Extraordinary Items and Tax (32103.45) (9724.71)

Exceptional Items & Extraordinary Items

Profit/Loss before Tax (32103.45) (9724.71)

Provision for Tax

Deferred Tax Assets/ (Liabilities) (276.83) (466.36)

Profit/Loss after Tax (31826.61) (9258.35)

Note: Previous year figures have been regrouped / rearranged wherever necessary

DIVIDEND:

In view of inadequacy of profits, your Directors are unable to recommend any dividend on the equity shares for the year under review.

REVIEW OF OPERATIONS:

During the year, the Income from operations of Company has substantially decreased to Rs. 110697.57 Lacs as against Rs. 141979.83 Lacs in respect of the previous Financial Year ended 31st March, 2012. The loss before Depreciation, Interest and Tax is Rs. 7656.03 Lacs in the financial year ended 31st March, 2013 as against profit Rs. 11268.39 Lacs in the previous financial year ended 31st March, 2012. The Company has earned during the year Net Loss of Rs. 31826.61 as against Net Loss of Rs. 9258.35 Lacs in the previous Financial year ended 31st March, 2012 due to decrease in sale and heavy burden of Finance Cost.

The company experienced that the efficiency of plant and machineries, especially Spinning Machines have gone down and set up an in house Expert Group to suggest measures for Technology up gradation and Modernization. A per their recommendations, old machines including Ring Frames, requiring expenditure towards repairs and maintenance consuming high power with low out put have been identified and shifted to workshop/godowns for appropriate action.

The Company had raised unsecured loan in the earlier years. However, due to liquidity crunch, the Company was unable to pay interest and installments on time. These lenders had asked to either liquidate the loan or to provide some additional collateral security. In order to avoid litigation with these unsecured lenders, the promoters of the Company have pledged 1725626 shares held in the Company to these lenders. The promoters have also agreed to pledge balance 6500000 shares held in the Company with the banks as per CDR scheme.

The Company has leased out certain spaces to improve the bottom line of the Company by earning rental income.

SUBSIDIARY COMPANY:

KSL And Industries Limited ("the Company") having two subsidiaries Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar Textile Mills Limited.

The Report and Accounts of the Subsidiary Companies are annexed to this Report along with the Statement pursuant to Section 212 of the Companies Act, 1956. However, in the context of the mandatory requirement to present consolidated accounts, which provides Members with a consolidated position of the Company including its Subsidiary, at the first instance, Members are being provided with the Report and Accounts of the Company and the Consolidated Accounts treating these as abridged accounts as contemplated by Section 219 of the Companies Act, 1956. Members who wish to receive the full Report and Accounts including the Report and Accounts of the Subsidiary Companies will be provided with it upon receipt of a written request. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of the Company Shri Farindra Bihari Rai and Shri Rajshekhar Ganiger, Directors of the Company are due to retire by rotation at forthcoming Annual General Meeting, and, being eligible, have offered themselves for re-appointment.

Mr. M P Mehrotra has resigned as a Director of the Company w.e.f. 16th July 2012. The Board of Directors place on record the valuable services rendered by them during their tenure as Director of the Company.

Mr. Saurabh Kumar Tayal was appointed as an additional Director w.e.f. from 1st September, 2012 and resigned from Directorship w.e.f. from 5th September, 2012. The Board of Directors place on record the valuable services rendered by them during their tenure as Director of the Company.

Mr. Ajay Ramesh Gupta has resigned as a Director of the Company w.e.f. 14th December, 2012. The Board of Directors place on record the valuable services rendered by them during their tenure as Director of the Company.

Mr. Navin Kumar Tayal has been appointed as an Additional Director of the Company on 25th March, 2013.

AUDIT COMMITTEE:

The composition of Audit Committee is as given in the Report on Corporate Governance.

SHAREHOLDERS'' / INVESTOR GRIEVANCE COMMITTEE:

The composition of Shareholders''/Investor Grievance Committee is as given in the Report on Corporate Governance.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made as a part of this Annual Report.

A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director regarding Compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures except revised AS-15 applicable to accounting treatment for gratuity and leave encashment which are accounted for on cash basis;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the Statement of Profit & Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

(v) that the accounts have been prepared on the basis of Revised Schedule VI of the Companies Act, 1956. Accordingly the previous year figure have adjusted/ regroup/ rearrange to the confirm with the current year figures.

FIXED DEPOSITS:

The Company has not invited/received any fixed deposits from the public during the year under Report.

INSURANCE:

The properties, stock, assets of your Company are adequately insured.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

LISTING AGREEMENT

Your Company is committed to the adoption of good Corporate Governance practices in letter and spirit. Under the revised Clause 49 of the Listing Agreement, your Directors are pleased to inform that Company has implemented all the mandatory stipulations prescribed under Clause 49. A Certificate from a Practicing Company Secretary in line with Clause 49 is annexed to and forms part of the Director''s Report.

AUDITORS

M/s. A. F. Khasgiwala & Co., the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. A. F. Khasgiwala & Co., Chartered Accountants, expressing their willingness to continue as Statutory Auditor of the Company. Necessary resolution for appointment of M/s A. F. Khasgiwala & Co., Chartered Accountant as Statutory Auditors, from whom Company has received letter confirmation that their appointment if approved by Shareholder will be within limit prescribed u/s 224(i) of the Companies Act 1956, is placed for consideration and approval of the members of the Company.

As per the requirements of Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records every year. The Company has obtained the written confirmations from Mr. Pradip M Damania, Cost Accountant, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1-B) read with sub-section (2) of Section 233B of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956 read with provisions of Section 233B & Section 224 of Companies Act 1956. Therefore, subject to the approval of Central Government, the Board has appointed Mr. Pradip M Damania, Cost Accountant, as Cost Auditor of the Company.

PARTICULARS OF EMPLOYEES

None of the employees drew remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or more per month during the year. This information is furnished as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

SAFETY, HEALTH AND ENVIRONMENT:

Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programmed. Mock drills of emergency preparedness are regularly conducted at all the plants showing Company''s commitment towards safety, not only of its own men and plants, but also of the society at large.

Safety records, at all the plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the Plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities, etc. All the mills of the Company are eco-friendly and do not generate any harmful effluents. They have facilities for captive power generation as a stand-by arrangement, to meet any contingency. Safety devices have been installed wherever necessary, although both the spinning and knitting activities are known to be quite safe and free from usual hazards of water and air pollution.

INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:

The Company is of firm belief that good Human Resource Management would ensure success though high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity the goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all the plants to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employee relationship.

The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.

For and Behalf of the Board of Directors

Sd/-

Place : Mumbai Navin Kumar Tayal

Date : 29/05/2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report and the Audited Statements of Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs in Lacs) (Rs in Lacs)

Revenue from operations 1,41,980.00 131335.06

Finance Cost 11190.37 8578.24

Depreciation and Amortization Expense 10,197.18 10,088.03

Profit before Exceptional and Extraordinary Items and Tax (509.24) 8648.93

Profit/(Loss) before Tax (9724.70) 70.69

Provision for Tax 0.00 14.09

Deferred Tax Assets/ (Liabilities) 466.36 (398.19)

Profit/(Loss) after Tax (9258.34) (341.59)

Note : Previous year figures have been regrouped / rearranged wherever necessary DIVIDEND :

In view of inadequacy of profits, your Directors are unable to recommend any dividend on the equity shares for the year under review.

REVIEW OF OPERATIONS :

During the year, the Income from operations of Company has substantially increased to Rs 1,41,980.00 Lacs as against Rs 1,31,335.06 Lacs in respect of the previous Financial Year ended 31st March, 2011, registering a growth of around 6% over the previous Financial Year. The Profit before Depreciation, Interest and Tax is Rs 11,514.81 Lacs in the Financial year ended 31st March, 2012 as against Rs 18,597.91 Lacs in the previous Financial year ended 31st March, 2011. The Company has incurred Net Loss of Rs 9,258.34 as on 31st March, 2012 as against Net Loss of Rs 341.59 Lacs in the previous Financial year ended 31st March, 2011 due to heavy burden of Finance Cost and Depreciation.

CORPORATE DEBT RESTRUCTURING :

The Company has entered into the scheme of Debt Restructuring with the present Consortium Lenders, as the Company has suffered huge losses during the current year on account of volatility in the cotton prices, increase in power cost and heavy burden of Rate of Interest (Interest Rate increased from 11-12% to 15-17%) and the proposal for the same has been duly filed with Corporate Debt Restructuring Cell.

SUBSIDIARY COMPANY :

KSL And Industries Limited ("the Company") having Two subsidiaries Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar Textile Mills Limited.

Earlier M/s. Reward Real Estate Company Limited was the Subsidiary Company of the Company under Section 4 of the Companies Act, 1956 during the year the Company has sold its investment of 299,97,500 Equity Shares of M/s. Reward Real Estate Company Limited. Therefore M/s. Reward Real Estate Company Limited is no more subsidiary Company of the Company.

The Report and Accounts of the Subsidiary Companies are annexed to this Report along with the Statement pursuant to Section 212 of the Companies Act, 1956. However, in the context of the mandatory requirement to present consolidated accounts, which provides Members with a consolidated position of the Company including its Subsidiary, at the first instance, Members are being provided with the Report and Accounts of the Company and the Consolidated Accounts treating these as abridged accounts as contemplated by Section 219 of the Companies Act, 1956. Members who wish to receive the full Report and Accounts including the Report and Accounts of the Subsidiary Companies will be provided with it upon receipt of a written request. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of the Company Shri Mahesh Prasad Mehrotra, Director, retire by rotation and, being eligible, offered him for re-appointment.

During the year Ms. Mrinal Tayal, w.e.f. 1st November, 2011 and Shri Saurabh Kumar tayal, w.e.f. 22nd March 2012 resigned as Directors of the Company. The Board of Directors place on record the valuable services rendered by them during their tenure as Directors of the Company.

AUDIT COMMITTEE:

The composition of Audit Committee is as given in the Report on Corporate Governance.

SHAREHOLDERS' / INVESTOR GRIEVANCE COMMITTEE:

The composition of Shareholders'/Investor Grievance Committee is as given in the Report on Corporate Governance.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made as a part of this Annual Report.

A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director

regarding Compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures except revised AS-15 applicable to accounting treatment for gratuity and leave encashment which are accounted for on cash basis;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the Statement of Profit & Loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

(v) that the accounts have been prepared on the basis of Revised Schedule VI of the Companies Act, 1956. Accordingly the previous year figure have adjusted/ regroup/ rearrange to the confirm with the current year figures.

FIXED DEPOSITS:

The Company has not invited/received any fixed deposits from the public during the year under Report.

INSURANCE:

The properties, stock, assets of your Company are adequately insured.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILY :

As its operations have expanded to new geographies, the Company has retained a collective focus on the various areas of corporate sustainability that impact people, enviroment and the society at large founded on the philosophy that Society is not just another stakeholder in its business, but the prime purpose of it, the Company, across its various operations is committed to making a positive contribution in a number of ways.

During the year under review, we focused on providing residence to our labourers along with school & educational facilities to their children and also maintaining consistent duty towards fellow employees of our organisation.

LISTING AGREEMENT

Your Company is committed to the adoption of good Corporate Governance practices in letter and spirit. Under the revised Clause 49 of the Listing Agreement, your Directors are pleased to inform that Company has implemented all the mandatory stipulations prescribed under Clause 49. A Certificate from a Practicing Company Secretary in line with Clause 49 is annexed to and forms part of the Director's Report.

AUDITOR'S REPORT

The remarks made by the Auditors in their Report have been suitably dealt within the schedules and notes and therefore, do not call for any further clarification.

AUDITORS

M/s. A. F. Khasgiwala & Co., the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. A. F. Khasgiwala & Co., Chartered Accountants, expressing their willingness to continue as Statutory Auditor of the Company. Necessary resolution for appointment of M/s. A. F. Khasgiwala & Co., Chartered Accountant as Statutory Auditors, from whom Company has received letter confirmation that their appointment if approve by Shareholder will be within limit prescribed u/s 224(i) of the Companies Act 1956, is placed for consideration and approval of the members of the Company.

COST AUDIT:

The Central Government's Cost Audit Committee Order specifies audit of Cost Accounting Records for certain products of the company every year. The Board of Directors, subject to the approval of the Central Government, have appointed M/s. J. K. Kabra & Co., Cost Accountants, as Cost Auditors to carry out this audit in respect of manufacture of textile products for the year ending 31st March 2012.

PARTICULARS OF EMPLOYEES

None of the employees drew remuneration of Rs 60,00,000/- or more per annum/ Rs 5,00,000/- or more per month during the year. This information is furnished as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

SAFETY, HEALTH AND ENVIRONMENT:

Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programmed. Mock drills of emergency preparedness are regularly conducted at all the plants showing Company's commitment towards safety, not only of its own men and plants, but also of the society at large.

Safety records, at all the plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.

The health of employees and the environment in and around the Plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities, etc.

All the mills of the Company are eco-friendly and do not generate any harmful effluents. They have facilities for captive power generation as a stand-by arrangement, to meet any contingency. Safety devices have been installed wherever necessary, although both the spinning and knitting activities are known to be quite safe and free from usual hazards of water and air pollution.

INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:

The Company is of firm belief that good Human Resource Management would ensure success though high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity the goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all the plants to meet the employees and also interaction meetings are conducted to get their feed back, based on which HR policies are improved continuously. The process has resulted in better employee relationship.

The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.

For and Behalf of the Board of Directors Sd/-

Place : Mumbai Ajay Ramesh Gupta

Date : 28th April, 2012 Chairman

 
Subscribe now to get personal finance updates in your inbox!