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Directors Report of Kushal Ltd.

Mar 31, 2018

To,

The Members,

The Board of Directors are pleased to present the Company’s 18th Annual Report along with the Audited Financial Statements, both standalone and consolidated, for the Financial Year ended March 31, 2018.

I. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2018 is summarized below:

(Rs. In Lakh)

STANDALONE

CONSOLIDATED

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

100660.50

38421.84

233541.14

235958.42

Other Income (net)

2436.03

6973.91

251.91

97.37

Total Revenue (A)

103096.53

45395.75

233793.05

236055.79

Total Expenses (B)

99589.18

37437.96

222018.07

220397.97

Profit Before Tax (PBT) (A-B)

3507.35

7957.79

11774.98

15657.82

Tax

(735.89)

(1579.56)

(809.21)

(1642.27)

Profit After T ax (PAT)

2771.46

6378.23

10965.77

14015.55

Earnings per Share (face value of Rs. 2/each)

1.17

2.69

4.62

5.91

a). Basic

1.17

2.69

4.62

5.91

b). Diluted

II. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

- Declared and paid 4th Interim Dividend of Rs. 0.02 per Equity share i.e. 1% of face value of Rs. 2.00 per Equity shares for the financial year 2017-18 in April, 2018.

- Your Company is in process of revival and rehabilitation of Rainbow Papers Limited (in CIRP) and subsequently amalgamation of Rainbow Papers Limited into Kushal Limited as a part of Resolution Plan, which is approved by Committee of Creditors in their Meeting held in June 2018. Details of the same is available on the public domain: https://www.bseindia.com/xml-data/corpfi l ing/CorpAttachment//2018/6/43b6f aeb-4e06-4bd7-ab3d-9dce74d21122. pdf

- Education Divisions in the names and style of “Hugs n Cuddles” and “Joy Jumperz” have been started by your company with the main object to promote education in April, 2018.

III. CHANGE IN THE NATURE OF BUSINESS

The company have changed its main object caluse by passing of special resolution through Postal Ballot, the results of which were declared on January 2, 2018. The Amended Memorandum of Association and Articles of Association are available at the company’s website at: http://www.kushallimited.com

IV. PERFORMANCE OF THE COMPANY

Your Company has always aspired to enhance its participation in the socio- economic development of the nation and will continue to dream bigger with continuously working towards building a nation of our dreams.

During this year your company has achieved a total Revenue on Standalone Basis of Rs. 103096.53 Lakh as against Rs. 45395.75 Lakh in the previous year. Your company posted a Profit Before Tax of Rs. 3507.35 Lakh as against Profit of Rs. 7957.79 Lakh in the previous year. While Total Comprehensive Income for the Financial Year 2017-18 was Rs. 2771.46 Lakh as against Profit After Tax (PAT) of Rs. 6378.23 Lakh in the previous year.

During this year your Company has achieved a Total Revenue on Consolidated Basis of Rs. 233793.05 Lakh as against Rs. 236055.79 Lakh in the previous year. Your Company posted a Profit Before Tax of Rs. 11774.98 Lakh as against profit of Rs. 15657.83 Lakh in the previous year. While Total Comprehensive Income for the Financial Year 2017-18 was Rs. 10965.77 Lakh as against Profit After Tax (PAT) of Rs. 14015.55 Lakh in the previous year.

The reason for reduction in top line on consolidated basis is due to shift of some business from trading model to agency commission model.

Reduction in profits on consolidated basis is mainly due to volatility in prices of products and contribution of business by geographical base i.e. Indian arm contributing more than UAE and Singapore as compared to previous year which relatively resulted lesser profits.

V. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

VI. DIVIDEND

Your Company has declared and paid an overall interim dividend of Rs. 0.82 per Equity Share out of profits of the Company i.e. 41 % dividend on the face value of Rs. 2.00 each, in the Financial year 2017-18.

Details Interim Dividends declared by board in the Financial Year 2017-18 are as under:

1st Interim Dividend of Rs. 0.20 per Equity Share i.e. 10% of face value of Rs. 2.00 per Equity Share was declared on November 13, 2017.

2nd Interim Dividend of Rs. 0.50 per Equity Share i.e. 25% of face value of Rs. 2.00 per Equity Share was declared on December 14, 2017.

3rd Interim Dividend of Rs. 0.10 per Equity Share i.e. 5% of face value of Rs. 2.00 per Equity Share was declared on February 14, 2018.

4th Interim Dividend of Rs. 0.02 per Equity Share i.e. 1% of face value of Rs. 2.00 per Equity Share was declared on April 11, 2018.

VII. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As on March 31, 2018, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act.

The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

VIII. DEPOSITS FROM PUBLIC

Company has not accepted any deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’), and the Companies (Acceptance of Deposits) Rules, 2014.

IX. EQUITY SHARE CAPITAL

The Company has only one class of share viz. Equity Share with a face value of Rs. 2 each. During the year under review, there is no change in the issued and subscribed and paid up capital of your Company. The outstanding capital as on March 31, 2018 is Rs. 474533220.00 comprising 237266610 Equity Shares of Rs. . 2/- each. Share Capital Audit as per the directives of the Securities and Exchange Board of India (SEBI) is being conducted on a quarterly basis by statutory auditors of the Company and the Share Audit Reports being forwarded to the stock exchanges where the Equity Shares of Company are listed and same placed on the table of the Board for their record.

X. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment/Regularisation:

- As per provision of Companies Act, 2013 Mr. Manoj Agrawal who retired by rotation and being eligible offered himself, was appointed as Director of the Company in 17th Annual General Meeting held on September 30, 2017.

- Mr. Kushal Agrawal Regularised as Director after receiving approval from the Shareholder of the Company at the 17th Annual General Meeting held on September 30, 2017.

- CS Khushboo Surana appointed as Company Secretary and Compliance Officer on November 13, 2017 due to vacancy caused by resignation of CS Mittali Christachary. CS Mittali was associated with company from January 2015 and continued till February 28, 2018.

XI. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XII. COMMITTEES OF THE BOARD

The Board have reconstituted various Committees, such reconstitution occurred due to resignation made by CS Sagar Sharma (Independent Director of the Company) effective from March 31, 2017.

The following Committees was reconstituted by the Board in their meeting held April 13, 2017.

- Audit Committee

- Stakeholder Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

Note: - Merger Committee which was constituted by the Board for the execution of the Amalgamation of its four group companies into Kushal Limited have been dissolved by the Board in their meeting held April 13, 2017.

XIII. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The number of meetings of the board and committees held during the year under review are as under:

- Thirteen Meetings of the Board of Directors were held during the year.

- Seven meetings of the Audit committee were held during the year.

- Three meetings of the Nomination and Remuneration committee were held during the year.

- Four meetings of the Stakeholder Relationship Committee were held during the year.

- Four meetings of the Corporate Social Responsibility committee were held during the year.

For details of the meetings of the board and committees, please refer to the Corporate Governance Report which forms part of this Annual Report. The intervening gap of the board meetings and audit committee meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulation 2015.

XIV. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI Listing Regulations, read with the guidance note on Board Evaluation, the Board has carried out the annual performance evaluation of the Board as a whole, the directors individually as well as the working of the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of individual director to the board and committee meetings like preparedness on matters to be discussed, constructive contribution and inputs in meetings etc. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.

XV. SUBSIDIARY AND ASSOCIATE COMPANIES

A separate section on the performance and financial position of each of the subsidiaries and associated companies in Form AOC-1 forms part of Board’s Report and same is appended as Annexure A.

As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors may be accessed on the Company’s website: www.kushallimited.com

In accordance with the provisions of the Companies Act, 2013 and Ind AS-110-Consolidated Financial statement, the audited consolidated financial statement is provided in the Annual Report.

XVI. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Prior omnibus approval of the Audit Committee is obtained on timely basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for review on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict of interest with the Company.

As provided under section 134[3][h] of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in FORM AOC 2 is annexed to this report as Annexure B.

Further, transactions with related parties, as per the requirements of IND AS 24, are disclosed in the notes to financial statements.

The Board of Directors has adopted a policy on Related Party Transactions which has been uploaded on website of the Company: www.kushallimited.com

XVII. PARTICULAR OF EMPLOYEES

The information pertaining to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed and forms part of Annual Report as Annexure C

There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XVIII. CORPORATE SOCIAL RESPONSIBILITY

Your Company recognizes the vital role played by society at large in its growth and development and strives to discharge its social responsibility as a corporate citizen. The key philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided by our belief “Every Smile Counts .... “ Our CSR projects focus on participatory and collaborative approach with the community. Over a period of last two years, your Company has emphasized CSR projects in the areas of Education, Healthcare, Women empowerment and Water and Sanitation.

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial year on Corporate Social Responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects.

The details of CSR activities carried out by your Company during the year under review are set out in Annexure D forming part of this report.

The Corporate Social Responsibility Policy as approved by the Board may be accessed on the Company’s website: www.kushallimited.com

XIX. AUDITORS

a). Statutory Auditors

M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad (FRN: 123045W) the Company''s Auditors were re-appointed to hold office till the conclusion of 21st Annual General Meeting at the 17th Annual General Meeting of the Company.

However, M/s. Devadiya & Associates, Chartered Accountant, have expressed their unwillingness to continue as the Statutory Auditors of the Company as indicated in their letter dated November 10, 2017.

Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on November 13, 2017 appointed M/s. Shailesh & Co, Chartered Accountants, Ahmedabad (FRN:114226W) as the Statutory Auditors of the Company to fill the causal vacancy.

Their appointment was subsequently approved by the shareholder by passing of ordinary resolution through postal ballot pursuant to Section 139(8) of Companies Act 2013, result of which was declared on January 02, 2018. Further company has received resignation letter from M/s. Shailesh and Co., Chartered Accountant, Ahmedabad (FRN: 114226W) stating their inability to continue as the Statuary Auditors of the Company due to their preoccupancy with effect from November 05, 2018.

Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on November 12, 2018 has appointed M/s. S. V. Sojitra & Co, Chartered Accountants, Ahmedabad (FRN No 139013W) as the statutory Auditors of the Company to fill the causal vacancy.

The Company has received the consent from the M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FrN:139013W) and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder.

M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FrN:139013W) hold office as the Statutory Auditors of the company till the conclusion of the ensuing 18th Annual General meeting.

Your Directors recommend the re-appointment of M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FRN:139013W) as Statutory Auditors of the Company for a term of five consecutive years.

b). Auditor’s Report

The report of the Statutory Auditor is enclosed to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

The Auditors have reported that there is no fraud by the company noticed or reported during the year.

c). Secretarial Auditor:

Pursuant to 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 engaged the services of M/S. M.S Buchasia & Associates, Practising Company Secretaries, Ahmedabad (COP: 4156) to conduct the Secretarial Audit of the Company for the financial year ended March 31st, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure E to this Report. The Secretarial Auditor’s Report to the shareholders does not contain any qualification.

XX. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribe format is appended as Annexure F to the Board’s Report.

XXI. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance as per practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance, forms a part of this Annual Report, as per SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015.

The Corporate Governance Report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report

XXII. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Matching the needs of company and enhancing the competencies of the board are the basis for the Nomination and Remuneration Committee to select a candidate for the appointment to the board.

Company have the policy to have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the board of directors shall comprise of non-executive directors as per SEBI (LODR) Regulation 2015.

The policy of the company on directors’ appointment, including criteria for determining qualification, positive attributes, independence of a director and other matters, as required under subsection (3) of section 178 of the Companies Act 2013, is governed by the Nomination and Remuneration committee and same is available on the company’s website: http://www.kushallimited.com

We affirm that the remuneration paid to the Executive Directors of the company are as per the Nomination and remuneration policy.

XXIII. BOARD DIVERSITY

The board has adopted a Policy which sets out the approach to diversity of the board of directors. The Policy on Board diversity is available on the company’s website: www.kushallimited.com

XXIV. WHISTLE BLOWER/VIGIL MECHANISM

Your Company has an effective Vigil Mechanism System which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company’s standard for appropriate behaviour and living corporate values.

The Whistle Blower Policy is available on the website of the Company, i.e. www.kushallimited.com. The Company’s Whistle Blower Policy is the mechanism for directors and employees of the company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. The mechanism provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases.

XXV. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint relating to sexual harassment has been received.

XXVI. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended March 31, 2018;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) that the annual accounts has been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

XXVII. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. These systems ensure that transactions are authorized, recorded and reported diligently, to safeguard the assets of the Company.

Your Company has also established and maintained the Internal Financial Control to ensure the orderly and efficiently conduct of its business inter alia adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

XXVIII. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

XXIX. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are as under:

A). Conservation of Energy:

The operations of your company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power.

B). Technology Absorption:

In the Financial Year 2017-18, no specific technology involved in the business model of the company.

C). Import of Technology:

The Company has not imported any technology during the year.

D). Foreign Exchange Earning & Out Go:

XXX. RISK MANAGEMENT POLICY

The details of Risk Management policy adopted by the Board of Directors is available on the website of the company: www.kushallimited.com

XXXI. MAINTENANCE OF COST RECORDS

Maintenance of cost records are not applicable to company as currently we are in merchandise trade.

XXXII. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude to the various stakeholders - customers, shareholders, banks, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the exceptional contribution and commitment from all the employees of the Company during the year under review.

For and on Behalf of the Board

Sandeep Agrawal

(Chairman and Managing Director)

(DIN:00239648)

Place: Ahmedabad

Date: November 14, 2018


Mar 31, 2017

To

The Members,

The Directors are pleased to present the 17th Annual Report of the company along with the Audited Financial Statements for the financial year ended March 31, 2017.

I. Financial Summary ( Rs, In Lakhs)

STANDALONE

CONSOLIDATED

2016-17

2015-16

2016-17

2015-16

Revenue from operations

38421.84

33864.45

235958.42

158990.28

Other income

6973.91

1911.17

97.37

87.17

Total Revenue (A)

45395.75

35775.62

236055.79

159077.45

Total Expenses (B)

37437.96

32958.83

220397.97

148496.41

Profit Before tax (PBT) (A-B)

7957.79

2816.79

15657.82

10581.04

Less Net Current Tax Expense

1545.40

729.64

1608.11

762.36

Less: Deferred Tax Provision

34.16

29.56

34.16

29.56

Profit After Tax (PAT)

6378.23

2057.59

14015.55

9789.12

Earnings per share (? 2/- each)

a). Basic

2.69

0.87

5.91

4.13

b). Diluted

2.69

0.87

5.91

4.13

II. Material Changes And Commitments affecting the financial position of the company occurred between the end of the financial year and date of the report

0 In its meeting held on 1st May, 2017, the board of directors of Kushal Tradelink Limited, approved the Scheme of Amalgamation of Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited and Riddhi Siddhi Recycles Private Limited with Kushal Tradelink Limited and their respective shareholders and creditors (“the scheme”). The Company has applied for in-principle approval from the stock Exchange (BSE Limited) in May, 2017 and are awaiting the no objection letter from the Stock exchange/SEBI.

- A Wholly Owned Subsidiary in the name and style of Stallion Worldwide (Labuan) Private Limited has been incorporated on April 13, 2017 in Labuan,

Malaysia with the main object of General Whole sale Trade (including general importers and exporters). The WOS is yet to start its business operations.-

A Wholly Owned LLP in the name and style of Kushal Integrated Industrial Park LLP has been incorporated on 07th June, 2017 in Ahmedabad, Gujarat with the main object of development of Industrial and other park. The Wholly owned LLP is yet to start its business operations.

- 4th Interim Dividend of ? 0.30 per Equity share i.e 15% of face value of ? 2.00 per Equity share for the financial year 2016-17 was declared on May 24, 2017.

III. Change in the Nature of Business

The company has changed its main objects by passing special resolution through Postal Ballot, the results of which were declared on January 3, 2017.

The Amended Memorandum of Association and Articles of Association is available at the company''s website at:

(http://www.kushaltradelink.com/pdf/Announceme

nts/Amended%20Memorandum%20and%20Articl es%20of%20Association.pdf)

IV. Performance of The Company

On Standalone basis, the total revenue for the financial year 2016-17 stood at Rs, 45395.75 Lakhs which was higher by 26.89% as compared to last financial year (Rs, 35775.62 lakhs in FY 2015-16), while the Profit after Tax (PAT) for the FY 2016-17 was Rs, 6378.23 lakhs, registering a growth of 209.98 % over the Profit after tax of Rs, 2057.59 Lakhs in FY 2015-16.

On Consolidated Basis, the total revenue for the financial year 2016-17 was Rs, 236055.79 Lakhs which was higher by 48.39% as compared to last financial year 2015-16 ( Rs, 159077.45 Lakhs in FY 2015-16), while the Profit after tax (PAT) for the FY 2016-17 was Rs, 14015.55 Lakhs, a recording growth of 43.17% as compared to last year''s Profit after tax of '' 9789.12 lakhs.

V. Management discussion and Analysis

The Management Discussion and Analysis Report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

VI. Dividend

Based on the Company''s performance, the Board paid total interim dividend of Rs, 2.10 per Equity share out of Profits of the company i.e. 105 % dividend in the financial year 2016-17 (Previous year Rs, 2.00 per Equity share).

The Interim Dividends in the financial year 2016-17 were declared by the board as under:

- 1st Interim Dividend of Rs, 0.60/- per Equity share i.e 30% of face value of Rs, 2.00 per Equity share was declared on May 23, 2016.

- 2nd Interim Dividend of Rs, 0.60/- per Equity share i.e 30% of face value of Rs, 2.00 per Equity share was declared on July 30, 2016

- 3rd Interim Dividend of Rs, 0.60/- per Equity share i.e 30% of face value of Rs, 2.00 per

Equity share was declared on November 14, 2016

The board recommends to confirm the Interim Dividend of Rs, 2.10 per Equity share (110%) paid by the company for the financial year 2016-17 (including 4th Interim Dividend paid after the closure of Financial year 2016-17) as Final Dividend at the ensuing 17th Annual General meeting.

VII. Transfer to reserves

The Company proposes not to transfer any funds out of its total profit for the financial year 2016-17 to the General Reserve.

VIII. Repayment of Credit Facilities

During the period under review, the company repaid the credit facilities of Rs, 55.8 Crores, Rs, 51.00 crores and Rs, 14.00 crores availed from Axis Bank Limited, Standard Chartered Bank and ICICI Bank respectively. As on March 31, 2017 the company is a debt-free company.

IX. Particulars of Loans, Guarantees And Investments

As on March 31, 2017, there were no outstanding loans as covered under the provisions of Section 186 of the Act.

However, as on 31st March, 2017 , there was an outstanding corporate Guarantee of Rs, 600.04/- Lakhs provided by the company to its Wholly owned Subsidiary, Kushal Impex Pte Ltd. for a term loan taken by the WOS from DBS Bank Ltd, Singapore of SGD 1288000/- to finance the purchase of the property at 10 Anson Road # 17-14, International Plaza, Singapore 079903.

The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

X. Deposits from Public

The Company has not accepted any deposits from public.

XI. Equity Share Capital

The Authorized Share capital of the company was increased from Rs, 25,00,00,000 /- to Rs, 50,00,00,000/by passing shareholders resolution through Postal Ballot, the results of which were declared on March 1, 2017.

The Company allotted 118633305 fully paid up equity Bonus shares of face value Rs, 2/- each on March 18, 2017 to the shareholders of the company in the proportion of 1:1 to all the shareholders as on record date i.e March 17, 2017. Consequently the total number of paid up shares increased from 118633305 to 237266610.

As on March 31, 2017, only Sandeep Agrawal, Chairman and Managing Director, Manoj Agrawal, Director and Kushal Agrawal, Additional Director (Executive) of the company hold shares of the company.

XII. Directors and Key Managerial Personnel Induction

The board of directors made the following appointments/re-appointments during Financial year 2016-17 :

- Appointment of Manoj Agrawal as an Executive Director of the company effective from November 14, 2016.

- Appointment of Anil Soni as an Independent Director of the company for a period of five years effective from November 14, 2016.

- Appointment of Kushal Agrawal as an Additional Director (Executive) of the company effective from January 20, 2017

The Appointment of Manoj Agrawal and Anil Soni were approved by the shareholders of the company through Postal Ballot the results of which were declared on January 3, 2017.

Re-appointments/ Regularization:

During the period under review, Kavita Jain and Dharmendra Bhuchhada were re-appointed for a period of further five years effective from January 15, 2017 by passing a Special resolution through Postal Ballot, the results of which were declared on January 3, 2017.

As per the provisions of Companies Act, 2013, Manoj Agrawal, Director of the company, retires by rotation at the ensuing 17th Annual General Meeting and being eligible, seeks re-appointment. The board recommends his re-appointment. Further, Kushal Agrawal appointed as an Additional Director of the company is recommended to be regularized and appointed as Director of the company at the ensuing 17th Annual General Meeting.

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief profile of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice of the 17th Annual General Meeting.

Resignations:

Mahendra Agrawal resigned as the Whole Time director of the company with effect from January 20, 2017 due to medical reasons. The board places on record its appreciation for the services rendered by Mahendra Agrawal during his tenure with the company.

CA Arpan Shah resigned as the Non-Executive Director of the company with effect from January 20, 2017 due to his pre-occupation of other commitments. The board places on record its appreciation for the services rendered by CA Arpan Shah during his tenure with the company.

CS Sagar Sharma resigned as the Independent Director of the company with effect from March 31, 2017 due to his pre-occupation of other commitments. The board places on record its appreciation for the services rendered by CS Sagar Sharma during his tenure with the company.

Declaration by Independent Directors

All the Independent Directors have submitted their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XIII. Committees Of The Board

The Board has constituted various committees to support the Board in discharging its responsibilities. As on 31st March, 2017, there were following committees of the board.

- Audit Committee

- Shareholder and Investor Grievance Committee # ( Now Stakeholder relationship committee)

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Merger Committee

The Corporate Social Responsibility committee was reconstituted by the board in its meeting held on 20th January, 2017.

The merger committee was constituted by the board in its meeting held on 5th January, 2017 for the execution of the Amalgamation of M/s. Kushal Infrastructure Private Limited, M/s. Ashapura Paper Mills Private Limited, M/s. Kushal Wealth Creators Private Limited with M/s. Kushal Tradelink Limited.*

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

*Note: The Audit Committee, Shareholder and Investor Grievance Committee, Nomination and Remuneration Committee were reconstituted after the closure of the financial year 2016-17. Also, the merger committee was dissolved after the closure of the financial year 2016-17.

XIV. Number of Meetings of the Board and Committees

The number of meetings of the board and committees held during the year under review are as under:

- Twelve Meetings of the board of Directors were held during the year.

- Six meetings of the Audit committee were held during the year.

- Two meetings of the Nomination and Remuneration committee were held during the year.

- Four meetings of the Shareholder and Investor Grievance committee (Now: Stakeholder relationship committee) were held during the year.

- Four meetings of the Corporate Social Responsibility committee were held during the year.

- One meeting of the merger Committee (dissolved by the board after closure of FY 2016-17) was held during the year

For details of the meetings of the board and committees, please refer to the Corporate Governance report which forms part of this Annual Report. The intervening gap of the board meetings and audit committee meetings were within the period as prescribed under the Companies Act, 2013.

XV. Board Evaluation

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8(4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as part of good governance and board process the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees for the financial year 201617.

The framework includes the evaluation of directors on various parameters such as qualifications, experience, knowledge and competency, fulfillment of functions, ability to functions as a team, initiative, availability and attendance, commitment, contribution and integrity.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. Also the Guidance note on Board evaluation issued by SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 was also considered at the time of performance evaluation.

The Directors expressed their overall satisfaction on the evaluation process and that the Board, the Committees and the Directors are functioning well. Based on the feedback of the Board Evaluation process, appropriate measures were taken to further improve the process and other aspects.

The evaluation process has been explained in detail in the Corporate Governance report.

XVI. Subsidiary and Associate companies

A separate section on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is annexed to the financial statements of the company

As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Company''s website:

(http://www.kushaltradelink.com/pdf/Policies/05.%

20Policv%20for%20Determining%20Material%

20Subsidiary.pdf)

XVII. Transactions with Related Parties

All contracts / arrangements / transactions entered into by the Company along with its Subsidiaries during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. As provided under section 134[3][h] of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in FORM AOC 2 is annexed to this report as Annexure A

Disclosures on related party transactions as per Accounting Standard 18 are set out in Notes to the financial statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website:

(http://www.kushaltradelink.com/pdf/Policies/07.%

20Policv%20on%20Related%20Partv%20Transa

ctions.pdf)

XVIII. Particular Of Employees

The information pertaining to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed to this report as Annexure B

There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XIX. Corporate Social Responsibility

As per the provisions of the Companies Act, 2013, all Companies having net worth of Rs, 500 crore or more or turnover of Rs, 1000 crores or more or a net profit of Rs, 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom shall be an independent director and such Company shall spend atleast 2% of the average net profits of the Company for the three immediately preceding financial years as per Section 198 of the Companies Act, 2013.

Our CSR Committee comprises of Dharmendra Bhuchhada (Chairman of the committee), Sandeep Agrawal and Kushal Agrawal (members of the committee). The Committee is responsible for formulating and monitoring the CSR policy of the Company.

PushpTulsi Foundation, a public Charitable Trust was established in the financial year 2016-17 by Kushal Tradelink Limited for carrying out social welfare activities dedicated to the purpose directly related to subject covered in Schedule VII of the Companies Act, 2013. The name PushpTulsi is a blend of Late Tulsiram Chiranjialal Agrawal, Founder of Kushal Tradelink Limited and his spouse Pushpadevi Tulsiram Agrawal, member of the promoter group of the company.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure C

The Corporate Social Responsibility Policy as approved by the Board may be accessed on the Company''s website:

(http://www.kushaltradelink.com/pdf/Policies/11.% 20Corporate%20Social%20Responsiblity%20Poli cy.pdf)

XX. Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of Annual Return in prescribed format is annexed to this report as Annexure D

XXI. Corporate Governance Report

The Corporate Governance report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report

The requisite certificate from the Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance report.

XXII. Policy On Directors'' Appointment And Remuneration

The Company have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its functions of governance and management.

The Company''s policy on directors'' appointment and remuneration and performance evaluation as required under Section 178(3) of the Companies Act, 2013 is available on the company''s website: (http://www.kushaltradelink.com/pdf/Policies/03.% 20Nomination,%20Remuneration%20and%20Per formance%20Evaluation%20Policy.pdf)

We affirm that the remuneration paid to the Executive directors of the company is as per the Nomination, remuneration policy adopted by the company.

XXIII. Board diversity

The board has adopted a Policy on Board diversity which sets out the approach to diversity of the board of directors. The Policy on Board diversity is available on the company''s website:

(http://www.kushaltradelink.com/pdf/Policies/06.%

20Policv%20on%20Board%20Diversitv.pdf)

XXIV. Whistleblower/Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Whistle Blower Policy/ Vigil Mechanism Policy is available on the company''s website:

(http://www.kushaltradelink.com/pdf/Policies/01.%

20Whistle%20Blower%20Vigil%20Mechanism%2

0Policv.pdf)

XXV. Prevention of Sexual Harassment at Work Place

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has adopted a Policy for Prevention of Sexual Harassment at Work Place for prevention, prohibition and redressal of complaints of sexual harassment at work place.

During the period under review, the company has not received any complaints on sexual harassment.

XXVI. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XXVII. Auditors

a). Statutory Auditors

During the period under review, M/s. K.G Vakharia & Co., Chartered Accountants, Ahmedabad (FRN: 117022W) resigned as the Statutory Auditors of the company resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board in their meeting held on December 13, 2016 appointed M/s Devadiya & Associates., Chartered Accountants, Ahmedabad (Firm Registration No. 123045W) as the Statutory Auditors of the Company to fill up the Casual Vacancy. Their appointment was subsequently approved by the Shareholders by passing Ordinary resolution through

Postal Ballot, the results of which were declared on March 1, 2017.

M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 123045W) hold office as the Statutory Auditor of the company till the conclusion of the ensuing 17th Annual General meeting.

Your Directors recommend the re-appointment of M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 123045W) as Statutory Auditors of the Company for a term of four consecutive years, subject to ratification by members at every Annual General Meeting

b). Auditor''s Report

The report of the Statutory Auditor along with Notes to Accounts forms part of this Annual report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

c). Secretarial Auditor:

The Board had appointed M/s. M.S BUCHASIA & ASSOCIATES, Practising Company Secretaries, Ahmedabad (COP: 4156), to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the Financial Year 2016-17 in the Form MR-3 is annexed to this report as Annexure E

XXVIII. Internal Control Systems and Their Adequacy

The Company has orderly and efficient Internal control system in place.

The Board has adopted the policies and procedure for ensuing the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets , the prevention and detection of frauds and other irregularities and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Report on the Internal Financial Controls as per Section 143(3)(I) of the Companies Act, 2013 is enclosed as Annexure B to the Standalone Auditors Report and Annexure A to the Consolidated Auditors Report.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year

XXIX. Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

XXX. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are as under:

A). Conservation of Energy:

The Company consumes minor power and hence no details are required to be disclosed.

B). Technology Absorption:

In the Financial year 2016-17, no specific technology involved in the business model of the company.

C). Foreign Exchange Earning & Out Go:

Particular

2016-17

2015-16

Total Foreign Exchange Outgo :

Value of Imports on CIF Basis- Traded Goods

7163211 USD

Nil

Total Foreign Exchange Earned :

1) Value of Exports on CIF Basis- Traded Goods

7201665 USD

2) SBLC Commission

195543 USD

332162 USD

3) Dividend from WOS

38000000 AED

10000000AED

XXXI. Acknowledgement

Your Directors would like to express their gratitude for the assistance and cooperation received from various banks, government authorities, customers, vendors and members during the year under review. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. Your Directors place on record their appreciation for the committed services from every member of the Kushal family globally.

For and on Behalf of the Board

Sandeep Agrawal

(Chairman and Managing Director)

(DIN: 00239648)

Place: Ahmedabad

Date: August 16, 2017


Mar 31, 2015

The Members

KUSHAL TRADELINK LIMITED

The directors take pleasure in presenting the 15th Annual Report together with the Audited Financial Statements for the financial year ended on 31st March, 2015.

- HIGHLIGHTS OF PERFORMANCE

- Consolidated revenue from operations for the year 2015 increased by 43.20 % to Rs. 43366.52 Lacs as compared to Rs. 30283.73 Lacs in year 2014 and the Consolidated Profit after Tax increased by 46.48% to Rs. 657.35 Lacs as compared to Rs. 448.77 Lacs in year 2014. The EPS was recorded at 1.97(stand alone),which is lower compared to that of last year, while Consolidated EPS was recorded at 2.77, which is higher as compared to that of last year.

- FINANCIAL HIGHLIGHTS

(Amount in Lacs) PARTICULARS Consolidated Accounts Standalone Accounts 2014-15 2013-14 2014-15 2013-14

Revenue from Operations 43300.76 30251.85 26360.76 30050.28

Other Income 65.76 31.88 65.76 31.88

TOTAL REVENUE 43366.52 30283.73 26426.52 30082.16

Total Expenditure 42444.50 29614.69 25706.13 29392.07

Profit Before Tax 922.02 669.04 720.39 690.09

Less: Provision for Current Tax (Incl . 250.75 223.35 238.48 223.35 Earlier Year )

Less: Deferred tax liability 13.92 (3.08) 14.60 (3.08)

Profit after Tax 657.35 448.77 467.30 469.82

Earnings Per Share (in Rs) 2.77 2.20 1.97 2.30

- CHANGES IN NATURE OF BUSINESS

There is no significant changes had been made in the nature of the company during the financial year.

- MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report.

- DIVIDEND

No Dividend is declared for the current financial year due to conservation of Profits to meet the long term working requirements.

- SHARE CAPITAL

The paid up Equity Share Capital as on March 31st, 2015 was Rs. 237266610. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31st 2015, none of the Directors except Mr. Sandeep Agrawal, Managing Director and Mr. Mahendra Agrawal, Whole Time Director of the Company hold any shares of the Company.

- DIRECTORS

A). CHANGES IN DIRECTORS

During the period under review there was no change in the constitution of Board of Directors.

In accordance with the Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company. Mr. Mahendra Agrawal, Whole Time Director (DIN: 00225551) and CA Arpan Shah, Professional Non- Executive Director (DIN: 06458101) of the Company liable to retires by rotation in the forthcoming Annual General Meeting and being eligible, they offer themselves for their re-appointment Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Revised Clause 49 of the Listing Agreement

None of the Directors of the Company are disqualified under Section 164 of Companies Act 2013.

B). BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Revised Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Shareholder and Investor Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

C). MEETINGS

During the year 11 Board Meetings, 6 Audit Committee Meetings, 1 Nomination and Remuneration Committee Meeting, 1 Shareholder and Investor Grievance Committee meeting and 1 meeting of the CSR Committee were convened and held.

An Independent Directors Meeting was held as on 31st March, 2015

The details of which are given in the Corporate Governance Report The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

D). COMMITTEES

During the period under review, Audit Committee and Nomination and Remuneration Committee were reconstituted and a CSR Committee was constituted as per Companies Act, 2013.

The composition of the board committees of the company are as under:

1). Audit Committee

Sr. Name Designation Position In No Committee

1 Ms. Kavita Jain Non Executive Independent Chairman Director

2 CS Sagar Sharma Non Executive Independent Member Director

3 Mr. Dharmendra Non Executive Independent Member Bhuchhada Director

4. CA Arpan Shah Non Executive Professional Member Director

2). Nomination and Remuneration Committee

Sr. Name Designation Position In No Committee

1 CS Sagar Sharma Non Executive Independent Chairman Director

2 Ms. Kavita Jain Non Executive Independent Member Director

3 Mr. Dharmendra Non Executive Independent Member Bhuchhada Director

4 CA Arpan Shah Non Executive Professional Member Director

3). Shareholder and Investor Grievance Committee

Sr. Name Designation Position In No Committee

1 CS Sagar Sharma Non Executive Independent Chairman Director

2 Ms. Kavita Jain Non Executive Independent Member Director

3 Mr. Dharmendra Non Executive Independent Member Bhuchhada Director

4. CA Arpan Shah Non Executive Professional Member Director

4). Corporate Social Responsibility Committee.

S.No Name Category Designation in committee

1 Mr. Dharmendra Buchhada Independent Director Chairperson

2 CA. Arpan Shah Non Executive Professional Member Director

3 Mr. Sandeep Agrawal Managing Director Member

E). REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Remuneration Policy is posted on the website of the Company.

E). KEY MANGERIAL PERSONNEL

During the period under review, the appointment of CA Vimal Shah, Chief Financial Officer of the Company as the Key Managerial Personnel was confirmed in accordance with the Companies Act, 2013

Further, Ms. Khushboo Surana, Company Secretary and Compliance Officer of the Company resigned from her post with effect from 16th January, 2015 and in her place Ms. Mittali Christachary having ACS membership no. 37269 was appointed as the Company Secretary and Compliance Officer of the company with effect from 16th January, 2015.

F). REMUNERATION TO DIRECTORS

The Remuneration paid to the Executive Directors and the Sitting Fees paid to the Non-Executive and Independent Directors are disclosed in the Extract to the Annual Return i.e Annexure C to the Boards Report.

- FINANCE A). DEPOSITS

- The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

B). PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

- Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

- INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

- The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

- The Company has appointed M/s. MJV & Co., Chartered Accountants, Ahmedabad having FRN: 131600W as the Internal Auditor of the Company to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and its subsidiary.

- Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

- WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In accordance with Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct

The detail of the Whistle Blower Policy has been posted on the website of the Company.

- CREDIT RATING

The Companys financial discipline is reflected in the following ratings assigned by Brickwork Ratings for the Bank Loan Facilities:

Facilities Limit (Rs. In Tenure Rating Outlook Cr)

Fund Based 63.00 Long Term BWR BBB Stable Cash Credit/ Overdraft

Non Fund Based 69.80 Short Term BWR A3 - Letter of Credit

Total 132.80 INR (One Hundred Thirty Two Crores and Eighty Lakh Only)

- SUBSIDIARY COMPANIES

Kushal Impex Pte Ltd, a Wholly Owned Subsidiary incorporated in Singapore in the January 2014 2014 the main object of General Wholesale Trade (Including General Importers and Exporters) generated revenue of Rs. 16332.28 Lacs.

- CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

- PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY, ASSOCIATES AND JOINT VENTURES (IF ANY) INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The salient features of the financial statement and financial position of the Subsidiary, Associates included in the Consolidated Financial Statement of the Company is annexed alongwith the Financial Statements

- 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 Note 2 of 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.

- RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Further prior approval of the Shareholders of the company at the Annual General Meeting dated 22nd August, 2014 has been taken for the business related transactions entered into with the Associate Companies for 3 years.

Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as Annexure B

- CORPORATE SOCIAL RESPONSIBILITY

Kushal Tradelink Limited has constituted the Corporate Social Responsibility Committee consisting of 3 directors as members of the Committee. The Committee has formulated a CSR Policy which is annexed herewith as Annexure C

During the financial year, as the part of the Corporate Social Responsibility activity, our Company was planning to organise a health camp or a camp of any social cause of similar nature to help to raise awareness among the population. The approximate budget of the camp came to Rs. 15-20 lacs.

However, the amount to be spent on CSR activities at the end of this financial year i.e 2% of the average of the last three preceding years (FY 11-12, 12-13 and 13-14) amounted to Rs. 10.05 lacs. As the company fall short of the budget to organise the aforesaid activity, the board have postponed to organise the health camp till next year and have decided to make a provision for CSR for this financial year and spend the same altogether in the financial year 2015-16.

Hence, the company has not spent on the Corporate Social Responsibility in this financial year and instead made a provision for CSR.

- EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure D".

- AUDITORS

A). Statutory Auditors

The Companys Auditors, M/s. K.G Vakharia & Co., Chartered Accountants, Ahmedabad having FRN: 117022W who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B). Auditors Report

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

C). Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kavita Khatri & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report is annexed herewith as "Annexure E".

- CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements as set out in the Listing Agreement

A report on corporate governance as stipulated under Clause 52 of the SME Listing Agreement together with the statutory auditors certificate thereon forms part of the Annual Report and is annexed herewith as Annexure F.

- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Highlights / Extracts of Management Discussion and Analysis Report relating to the various aspects of the activities of your company is attached herewith as Annexure G as a part of compliance of clause 52 of the listing Agreement.

- PARTICULARS OF EMPLOYEES

There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

- ACKNOWLEDGEMENTS

Your Directors also extend their sincere thanks to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, bankers, various Regulatory Bodies and various other Stakeholders for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SANDEEP AGRAWAL (CHAIRMAN AND MANAGING DIRECTOR)

AHMEDABAD (DIN: 00239648) May 29, 2015

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