Mar 31, 2015
Dear Stakeholders,
The Directors are pleased to present herewith their Report on the
business and Operation of the Company together with the Audited
financials and Report of Secretarial Auditor for the financial year
ended on 31st March, 2015.
Financial Highlights
(Rupees in Lacs)
Particulars For the
Year Ended For the Year
31.03.2015 Ended
31.03.2014
Sales 2344.91 1880.60
Other Income 193.99 211.54
Total Income 2538.90 2092.14
Total Expenditure 2363.37 1969.33
Profit/(Loss) before
Finance Cost & 175.54 122.81
Depreciation
Depreciation 87.21 88.34
Finance Cost 70.49 113.80
Profit/(Loss) before tax 17.83 9.01
Tax 6.64 3.88
Net Profit & (Loss) 11.19 5.12
Paid Up Share Capital 907.61 509.50
EPS (in Rs.) 0.12 0.10
REVIEW OF OPERATIONS
During the year under review the Company has recorded total revenue of
Rs. 2538.90 Lacs as compared to Rs. 2092.14 Lacs for the previous year
and Net Profit of Rs. 11.19 Lacs for the year as compared to a Profit
of Rs. 5.12 Lacs in the previous year. The net profit for this
financial year has increased by approximately more than two times on
account of increase in the sale volume by 25% and reduction in the
Finance cost by 38.07%. The sales for the year under review were Rs.
2344.91 Lacs as compared to Rs. 1880.60 Lacs for the last year. There
has been decrease in other income. The other income for the period
under review is Rs. 193.99 Lacs whereas the same was Rs. 211.54 Lacs in
the last financial year.
Your Company performed better during the year, despite challenging
economic conditions, Your Directors is of the opinion that the Company
has the immense potential and adequate resources to achieve the rapid
rate of growth in the coming years. Your Company hopes to increase its
presence in the business in other Geographical Regions in the coming
years, which will significantly increase the top line and also its
profitability.
DIVIDEND
The Board of Directors of your Company is of the opinion that during
the year Company has not generated much profit and keeping in view the
future fund requirements of the Company, your directors do not
recommended any dividend for the financial year ended March 31, 2015.
The Board assures you to present a much strong financial statements in
coming years.
CHANGE IN SHARE CAPITAL
During the year under consideration there was no change in the
Authorised Share Capital of the Company however the Company has
allotted Equity shares on the preferential basis to the promoters and
non promoters in the month of May in the financial year 2014-15 in
respect of which the application money has been received by the Company
in 2012. The Equity shares allotted as aforesaid has been listed on the
BSE Limited and Delhi Stock Exchange Limited. Your Company has complied
with all the applicable laws regarding the issue, allotment and listing
of Equity Shares on preferential basis.
TRANSFER TO RESERVES
Addition to the reserve is as follows:
Particulars As at 31
March, 2015 As at 31
March, 2014
Surplus:
At The Beginning Of The
Accounting Period 43,480,129 42,968,293
Add: Additions During The Year 1,119,472 511,836
(Balance as per statement of
profit & loss)
Less: Adjusted Depreciation 14,718,515 -
29,881,086 43,480,129
Add; Share Premium 47,773,280 -
Total 77,654,366 43,480,129
AUDITORS
The Members of the Company had at its 21st Annual General Meeting held
on 30th September 2014 approved the appointment of M/s. PVSP & Co.,
(Formerly Bhatia Praveen & Co.), Chartered Accountants having
registration No. 08940N as the Statutory Auditor of the Company, upto
the conclusion of Annual General Meeting (AGM) to be held in the
financial year 2018-19 and offer themselves for re-appointment. The
said Auditors have furnished the Certificate of their eligibility for
re-appointment.
In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014,
the existing appointment of M/s. PVSP & Co., (Formerly Bhatia Praveen &
Co.), Chartered Accountants, covering the period from the conclusion of
this ensuing AGM until the conclusion of the next Annual to be held in
the financial year 2016-17, is being placed for members' ratification.
The Board recommends the appointment of M/s PVSP & Co., Chartered
Accountants the Statutory Auditors of the Company till the financial
Year 2016-17 subject to ratification of their appointment at every AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors to such continued
appointment and also a certificate from them to the effect that their
appointment, if ratified, would be in accordance with the conditions
prescribed under the Companies Act, 2013 and the rules made thereunder,
as may be applicable.
AUDITOR'S REPORT
The Auditor's Report dated 30th May 2015 on the financials statements
of the company for the financial year 2014-15. The explanation to the
qualification of Statutory Auditor is as follows:
Auditors Qualification: We are unable to give our comments on the
amount given for purchase of the property of Rs.129.39 lacs & corporate
advance of Rs.27.34 lacs due to lack of audit evidence.
Management Reply: Management is taking appropriate steps to
substantiate the transactions undertaken to the satisfaction of Auditor
in respect of which Auditor has provided qualified opinion.
SECRETARIAL AUDITOR
The Board has appointed MB & Co., Company Secretaries, to conduct
Secretarial Audit under the provisions of Section 204 of the Companies
Act, 2013 for the financial year 2014-15.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended 31st March,
2015 is annexed herewith and marked as Annexure I to this Report.
Explanation to the Observation of Secretarial Auditor is as follows:
Observation of Auditors: The Board of Directors of the Company is duly
constituted and there was no appointment of Company Secretary as
required under section 203 of the Companies Act 2013.
Directors' Explanation: Company has not appointed Company Secretary as
required under section 203 of the Companies Act 2013 and the rules made
there under during the year under review, as Company is in process
appropriate and competent person to hold the post of Company Secretary.
Observation of Auditors: During the audit period, the Company changed
the designation of Mr. Yashpal Sharma and Mr. Pankaj Gupta at its
Annual General Meeting but no form regarding change in designation of
the said directors has been found at the MCA Site, Ministry of
Corporate Affairs, Government of India.
Directors' Explanation: Mr. Yashpal Sharma and Mr. Pankaj Gupta were
appointed as the Independent Directors of the Company on 1st October
2003. After the implementation Companies Act 2013 there appointment was
formalized by fixing the tenure of independent directors with the
approval of Shareholders in the Annual General Meeting held on
30.09.2014 and there was no change in designation of the said directors
was made. Therefore no form was required to be filed with Registrar of
the Companies.
Observation of Auditors: During the audit period, the Company had
availed loans from Banks and/ or Financial Institutions but the forms
with respect to creation/ modification and/ or satisfaction of charges
were not found at the MCA Site, Ministry of Corporate Affairs,
Government of India.
Directors' Explanation: The Management is taking necessary steps to
file the required with Registrar of Companies which was missed out
inadvertently.
INTERNAL AUDITORS
Company has appointed Mr. Rajiv Kumar Rattan, Chartered Accountants,
Ghaziabad having Membership No. 510170 as the internal auditor for the
purpose of conducting of the operation of the Company.
DIRECTORS AND KEY MMANAGERIAL PERSONELL
APPOINTMENT AND RESIGNATION
During the financial year 2014-15, Mrs. Megha Agarwal was appointed as
additional Non Executive Director of your Company at the meeting of the
Board of Directors held on 23rd March, 2015 and her tenure was upto the
ensuing AGM and subsequently to be appointed as a Non Executive
Director by the shareholders at the AGM to be held on 30th September,
2015.
Further during the year Mr. Dinesh Kumar Dwivedi has resigned from the
Directorship of the Company on 4th September 2014.
In accordance with the requirements of the Companies Act, 2013 the
Directors liable to retire by rotation shall not include Independent
Directors and Additional Director, hence the number of Directors whose
office is liable to retire at the annual general meeting are 3 namely:
1. J.B. Aggarwal
2. Shailesh Gupta
3. Tarun Aggarwal
Mr. Shailesh Gupta the Director of the Company retires by rotation and
being eligible offer himself for Re- appointment.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Company has Designated Mr. Tarun Aggarwal Whole Time Director of the
Company as the Chief Financial Officer of the Company but Company has
not appointed any Company Secretary during the Year. Please refer to
the explanation to the Observation offered by Secretarial Auditor.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance and individual directors pursuant to the provisions of the
Companies Act, 2013. The performance of the Board was evaluated by the
Board on the basis of the criteria such as the Board composition and
structure, effectiveness of Board process, information and functioning
etc. The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of individual director to the Board and
committee meetings like preparedness on the issue to be discuss,
meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of
non-independent director, performance of the Board as a whole and
performance of Chairman was evaluated.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to
safeguard and protect its assets as well as to improve the overall
productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is
following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements.
The detailed process of review not only ensures reliability of control
systems and legal compliances with applicable legislation, defined
policies and processes but also reviews efficiency of systems and
ensures safeguarding of tangible and intangible assets.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management and their
remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith
and marked as Annexure II to this Report.
RISK MANAGEMENT
The Company has a Risk Management Manual in place that defines the
policies, lays out the strategies and methodology to decide on the risk
taking ability of the organization.
The Company constantly reviews its exposure to various types of risk,
whether it be regulatory, operational, environmental, financial or
political. The Company has in place adequate systems to ensure
compliance with all regulatory and statutory matters, reviews the same
on a periodic basis and takes appropriate corrective action when
necessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 in the preparation of the annual
accounts for the year ended 31st March, 2015 and state that:
a. in the preparation of the annual accounts for the financial year
ended on 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern
basis;
e. the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) &
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, therefore no statement is required be given
showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules are not
applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15:
S.
No. Name of Director Remuneration Paid
during F.Y. 2015 Ratio
1 Jai Bhagwan 6,00,000 7.14
Aggarwal
2 Tarun Aggarwal 4,80,000 5.71
ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year 2014-15:
S.
No. Name of Remuneration Paid Remuneration Percentage
Director during F.Y. 2015 Paid during F.Y. Change
2015
1 Jai Bhagwan 6,00,000 4,50,000 33.33
Aggarwal
2 Tarun
Aggarwal 4,80,000 3,60,000 33.33
Company has not appointed any Company secretary during the year under
review. Mr. Tarun Aggarwal is Director Finance and Compliance officer
of the Company.
iii) the percentage increase in the median remuneration of employees in
the financial year 2014-15: 37.50%
iv) the number of permanent employees on the rolls of company: 27
v) the explanation on the relationship between average increase in
remuneration and company performance:
During the period under review the increase in the remuneration is
25.54% and the revenue of the Company increased by 25% and the net
profit has been increased to two time in comparison to profit in
previous financial year ended on 31.03.2014.
vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company:
The Remuneration is being paid in Key Managerial personnel to Mr. Jai
Bhagwan Aggarwal, Managing Director of the Company and Mr. Tarun
Aggarwal, Whole Time Director (Finance).
Remuneration paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal
during the period under review is Rs. 600000 and Rs. 480000. The
Performance of the Company has improved drastically during the period.
Total Revenue of the Company increased by 21.38% whereas the profit
before tax and after tax has been almost doubled.
Comparison of Increase in remuneration with performance of Company
vii) variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer, the
variations in the net worth of the Company as at the close of the
current financial year and previous financial year:
Particulars Unit As at 31st As at 31st Variation
March, 2015 March, 2014
Closing rate of share Rs. 9.00 19.95 (54.88)
at BSE
Net Worth Rs./Lac 1684.15 944.30 78.35
Market Capitalization Rs./Lac 816.85 1016.45 (19.64)
Price Earnings Ratio Rs. 75.00 199.50 (62.41)
viii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average percentage increase in the remuneration of the employees
other than Key Managerial Personnel is 37.50 and the increase in the
remuneration of Key Managerial Personnel is 33.33%.
ix) Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the Company:
The remuneration is paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun
Aggarwal. Comparison of remuneration paid to each of them and
performance of Company is as follows:
S.
No. Name of Director Remuneration
Paid Revenue Profit
1 Jai Bhagwan Aggarwal 600000 253890363 1119472
2 Tarun Aggarwal 480000 253890363 1119472
x) the key parameters for any variable component of remuneration
availed by the Directors:
No variable component of remuneration is availed by Directors.
xi) the ratio of remuneration of the highest paid Director to that of
the employees who are not Directors but receivable remuneration in
excess of the highest paid director during the year:
There is no employee in the Company who is in receipt of the
remuneration more than Director.
xii) affirmation that the remuneration is as per the remuneration
policy of the Company:
It is hereby affirmed that the remuneration paid is as per the
Nomination and Remuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Equity shares of the Company are listed at BSE Limited and Delhi
Stock Exchange Limited. The trading in to the equity shares of the
Company is active on the BSE Limited under B Group.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in
accordance with the Section 188 of the Companies Act, 2013. However,
there were related party transactions. All related party transactions
that were entered by the Company during the financial year were on an
arm's length basis. All related party transactions are presented to the
Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board can be
accessed on the Company's website at the link: www.Kuwerindustries.com
The details of the transactions with related party are provided in the
accompanying financial statements.
CORPORATE GOVERNANCE
Your Company believes and preached the Corporate Governance practices
which are in line with legal requirements of Clause 49 of listing
agreement and Companies Act 2013. The Company has adopted the
practices which are prevalent in the industry. Further Securities and
Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy
Cell/7/2014) dated 15th September 2014 has exempted certain Companies
from mandatory Compliance of provision of clause 49 of listing
agreement entered in to with the Stock Exchange where the Share of the
Company are listed. In terms of said circular every Company which has
paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25
Crore are exempted from complying with the provisions of clause 49 of
listing agreement.
The Paid up capital of you company is Rs. 9.08 Crore and Net worth is
Rs. 16.84 Crore therefore your Company is exempted from the complying
with the provision of clause 49, however your director assure you that
your company will continue to follow the good corporate governance
practices. The separate section on corporate governance is being
discontinued and director shall inform the stakeholders in the Board
Report section.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following
substantive Committees constituted by the Board function according to
their respective roles and defined scope: - Audit Committee
- Nomination and Remuneration Committee
- Stakeholder Relationship Committee
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as
Annexure-III to this Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2015, 10 meetings of the
Board of Directors were held as against the statutory minimum
requirement of 4 times. None of the two Board Meetings have a gap of
more than 120 days between them. The dates of meetings are mentioned
below:
Sr. Date Sr. Date
No. No.
1. 15.04.2014 3. 15.09.2014
2. 15.05.2014 7. 14.11.2014
3. 26.05.2014 8. 13.02.2015
4. 14.08.2014 9. 17.03.2015
5. 04.09.2014 10. 23.03.2015
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members, including
one is Whole- Time-Director viz. Tarun Gupta and two are Non executive
Independent director viz. Yashpal Sharma, Mr. Pankaj Gupta. Mr. Pankaj
Gupta is heading the Committee.
D) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of
Directors at its meeting held on 30th May, 2014 has adopted a vigil
mechanism/whistle blower policy of the Company. The policy provides a
framework for directors and employees to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. Protected disclosures can
be made by a whistle blower through an email or to the Chairman of the
Audit Committee. The vigil mechanism/whistle blower policy can be
accessed on the Company's website at the link: www.Kuwerindustries.com.
E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace
and during the year under review, your Board has constituted an
Internal Complaints Committee to consider and redress complaints of
sexual harassment & also adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the Company has received no
complaints on sexual harassment.
F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided in the financial statements.
G) GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. The Managing Directors of the Company did not receive any
remuneration or commission from subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
SUBSIDIARY & ASSOCIATE COMPANY
The Company does not have any subsidiary and associate Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 and forming part of the Director's report for the year
ended 31st March, 2015 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions related conservation of energy does not apply to the
Company, therefore, the information as provided in Performa given in
Form A under the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is not given. However, the Company is
conscious about its responsibility to conserve energy, power and other
energy sources wherever possible. We emphasis towards a safe and clean
environment and continue to adhere to all regulatory requirements and
guidelines.
The Company has been taking energy saving measures viz., Use of energy
saver electrical equipments, CFL fittings are provided inside the
building for common area lighting in the projects of the Company,
Efficient ventilation system in offices and the projects of the
Company.
Moreover, your company emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work
during the year 2014-15. However, in order to minimize its cost and
increase the quality of its projects, your Company is trying to
maintain highest standard of quality.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange, earnings and Outgo are given as below:-
Year 2015 Year 2014 (Amt.) (Amt.) Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated Endeavour towards attainment of better
working results during the current year.
For & on the behalf of the Board of
Directors of Kuwer Industries Limited
Regd. Office: D-1004, Ist Floor
New Friends Colony, New Delhi -
110065 Sd/- Sd/-
Tarun Aggarwal J.B. Aggarwal
Date : 02.09.2015 Whole Time Managing Director
Director
Place: New Delhi DIN: 01320462 DIN: 00315184
Mar 31, 2014
Dear Stakeholders,
The Directors are pleased to present herewith their Report on the
business and Operation of the Company together with the Audited
financials for the year ended on 31st March, 2014.
Financial Summary (Rupees in Lacs)
Particulars For the Year Ended
31.03.2014 For 31.03.2013
Sales 1880.60 1526.82
Other Income 211.54 93.51
Total Income 2092.14 1620.33
Total Expenditure 1969.33 1478.01
Profit/(Loss) before Finance Cost 122.81 142.32
& Depreciation
Finance Cost 113.80 134.74
Profit/(Loss) before tax 9.01 7.57
Tax 3.88 5.88
Net Profit & (Loss) 5.12 1.69
Paid Up Share Capital 509.50 509.50
EPS (in Rs.) 0.10 0.03
REVIEW OF OPERATIONS
During the year under review the Company has recorded total revenue of
Rs. 2092.14 Lacs as compared to Rs. 1620.33 Lacs for the previous year
and Net Profit of Rs. 5.12 Lacs for the year as compared to a Profit of
Rs. 1.69 Lacs in the previous year. The net profit for this financial
year has increased by approximately three times on account of increase
in the sale volume and increase in the other income. Further the
decrease in the Finance cost by 15.53% has also contributed toward the
increase in net profit. The sales for the year under review were Rs.
1880.60 Lacs as compared to Rs. 1526.82 Lacs for the last year
therefore registered an increment in sales of 23.17 percent. Increase
in the sales is on account of increase in the demand of the product
which affects the sales volume. Our product has been recognized not
only in India but also abroad.
Your Company performed better during the year, despite challenging
economic conditions, Your Directors is of the opinion that the Company
has the immense potential and adequate resources to achieve the rapid
rate of growth in the coming years. Your Company hopes to increase its
presence in the business in other Geographical Regions in the coming
years, which will significantly increase the top line and also its
profitability.
DIVIDEND
The Board of Directors of your Company is of the opinion that during
the year Company has not generated much profit and keeping in view the
future fund requirements of the Company, your directors do not
recommended any dividend for the financial year ended March 31, 2014.
The Board assures you to present a much strong financial statements in
coming years.
CHANGE IN SHARE CAPITAL
During the year under consideration there was no change in the
Authorised Share Capital of the Company however the Company has
allotted Equity shares on the preferential basis to the promoters and
non promoters in the month of May in the current financial year in
respect of which the application money has been received by the Company
in 2012. The Equity shares allotted as aforesaid has been listed on the
BSE Limited and Delhi Stock Exchange Limited. Your Company has
complied with all the applicable laws regarding the issue, allotment
and listing of Equity Shares on preferential basis.
LISTING
The Equity shares of the Company are listed at BSE Limited and Delhi
Stock Exchange Limited. The trading in to the equity shares of the
Company is active on the BSE Limited under B Group.
DEPOSITORY SYSTERM
Equity shares of Your Company are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2014, 73.76% of the equity
shares of your Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report. Annexure
A
DIRECTORATE
In accordance with the requirements of Section 152 of the Companies
Act, 2013 the Directors liable to retire by rotation shall not include
Independent Directors, hence the number of Directors whose office is
liable to retire are 3 namely:
1. J.B. Aggarwal
2. Tarun Aggarwal
3. Shailesh Gupta
Mr. Tarun Aggarwal the Whole Time Director of the Company retires by
rotation and being eligible offer himself for Re- appointment.
The Companies Act, 2013 provides for appointment of Independent
Directors. Section 149(10) of the Companies Act, 2013 (effective April
1, 2014) provides that Independent Directors shall hold the office for
a term of up to five consecutive years on the Board of a Company; and
shall be eligible for re-appointment on passing a Special Resolution by
the Shareholders of the Company.
At Kuwer Industries Limited, the Independent Directors were appointed
as the directors liable to retire by rotation under the provisions of
the erstwhile Companies Act, 1956. Section 149(11) of the Companies
Act, 2013 states that no Independent Director shall be eligible for
more than two consecutive terms of five years. Section 149(13) states
that the provisions of retirement by rotation as defined in 152(6) and
(7) of the Act shall not apply to such Independent Directors. Therefore
it is proposed to re-appoint Independent Directors not to retire by
rotation and also to fix their tenure. Resolution in respect of Mr.
Yashpal Sharma, Mr. Pankaj Gupta regarding their appointment as
Independent Director has been placed in the notice to the Annual
General Meeting.
Mr. Dinesh Kumar Dwivedi the independent Director of the Company has
resigned from the Directorship with effect from 04.09.2014.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership/chairmanship of the Board
Committees, shareholding as stipulated under Clause 49 of the Listing
agreement with the stock exchanges forms part of the Notice.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to provisions of sub section (2AA) of section 217 of the
Companies Act, 1956, the Directors confirm that:
i. In the preparation of annual accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended March 31st 2014
and of the profit or loss of the Company for that period.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Corporate Governance Report, as stipulated under Clause 49 of the
Listing Agreement entered into by the Company with the stock exchanges
forms the part of this Report. The requisite Certificate issued by M/s
PVSP & Co., Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, is attached to this report.
PARTICULARS OF EMPLOYEES
During the period under review, the Company does not have any employee
who is covered under Section 217(2A) of the Companies Act 1956.
PUBLIC DEPOSIT
During the year under review, Your Company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
AUDITORS
The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered
Accountants, having firm registration No. 08940N, hold office until
the conclusion of the forthcoming Annual General Meeting and offer
themselves for re- appointment. The said Auditors have furnished the
Certificate of their eligibility for re-appointment. Pursuant to the
provisions of Section 139 of the Companies Act, 2013 and the Rules
framed thereunder, it is proposed to appoint PVSP & Co. as Statutory
Auditors of the Company for a term of 5 Years commencing from the
conclusion of the forthcoming AGM till the conclusion of the 26th AGM.
AUDITOR''S REPORT
The Auditor''s Report dated 30th May 2014 on the financials statements
of the company for the financial year 2013- 14 does not have any
reservation, qualification or adverse remarks. The report of auditor
for financial year 2013- 2014 is self explanatory and does not warrant
any further comments or explanation from the Directors.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/
reports/documents/ intimations and other correspondences etc. through
e-mails, in the electronic mode instead of receiving physical copies of
the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information pursuant to 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 are given in the enclosed ANNEXURE -B.
INDUSTRIAL RELATIONS
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGMENT
Your Directors wish to place on record, their deep gratitude to our
Bankers, Stock Exchanges and other Government Authorities for their
continued support and patronage.
Your Directors wish to express their deep gratitude to all stakeholders
for their continued support and patronage.
For & on the behalf of the Board of Directors of
Regd. Office: D-1004, Ist Floor Kuwer Industries Limited
New Friends Colony, New Delhi -110065
Sd/- Sd/-
Tarun Aggarwal J.B. Aggarwal
Date: 04.09.2014 Whole Time Director Managing Director
Place: New Delhi DIN: 01320462 DIN: 00315184
Mar 31, 2013
Dear Stakeholders,
The Directors are pleased to present herewith their Report on the
business and Operation of the Company together with the Audited
financials for the year ended on 31st March, 2013.
FINANCIAL RESULTS
(Rupees in Lacs)
Particulars For the Year Ended
31.03.2013 For the Year Ended
31.03.2012
Sales 1526.82 1846.58
Other Income 93.51 80.36
Total Income 1620.33 1926.94
Total Expenditure 1391.83 1705.10
Profit/(Loss) before Finance
Cost & Depreciation 228.50 221.84
Finance Cost 134.74 122.52
Depreciation 86.19 85.31
Profit/(Loss) before tax 7.57 14.01
Tax 5.88 9.19
Net Profit & (Loss) 1.69 4.82
Paid Up Share Capital 509.50 509.50
REVIEW OF OPERATIONS
During the year under review the Company has recorded total revenue of
Rs. 1620.33 Lacs as compared to Rs. 1926.94 Lacs for the previous year
and Net Profit of Rs. 1.69 Lacs for the year as compared to a Profit of
Rs. 4.82 Lacs in the previous year. The net profit for this financial
year has declined by approximately by 65 percent which was due to
increase in the finance cost and decline in the sales of the product of
the Company. The sales for the year under review were Rs. 1526.82 as
compared to Rs. 1846.58 for the last year therefore registered a
reduction in sales of 17.32 percent. Decline in the sale is on account
of sluggish economic condition which affect the demand function. The
other income for the year under review was up by 16.36 percent
approximately amounting to Rs. 93.51 Lacs as compared to 80.36 Lacs for
last year.
Your Company performed satisfactorily during the year, despite
challenging economic conditions, Your Directors is of the opinion that
the Company has the immense potential and adequate resources to achieve
the rapid rate of growth in the coming years. Your Company hopes to
increase its presence in the business in whole market in the coming
years, which will significantly increase the top line and also its
profitability.
DIVIDEND
The Board of Directors of your Company is of the opinion that during
the year Company has not generated much profit and keeping in view the
future fund requirements of the Company, your directors do not
recommended any dividend for the financial year ended March 31, 2013.
The Board assures you to present a much strong financial statements in
coming years.
CHANGE IN SHARE CAPITAL
During the year under consideration the Authorised share Capital of the
Company increased from Rs. 60000000 to Rs. 150000000. The Issued
Subscribed and Paid-up Share capital of the Company remained unchanged
during the year under review which is Rs. 50950000.
FAILURE OF PREFERENTIAL ISSUE
During the year under review Company has decided to allot 9500000
Equity Shares on the preferential basis to promoters and non promoters,
by passing Special resolution through postal ballot, the result of
which was declared on 27th March, 2013. All the related Compliances
were duly made by the Company however the in-principle approval for the
listing of Equity as aforesaid was rejected by the BSE Limited on the
grounds of delay in filling the in-principle application and directed
to seek fresh consent of the Shareholders, therefore the Company could
not made the allotment of the Equity Shares.
LISTING
The securities of the Company are listed at BSE Limited and Delhi Stock
Exchange Limited but the trading of the Equity Shares of the Company
was suspended by BSE Limited. The Company has complied with all the
compliances required to revoke the suspension of the trading of the
Company and the suspension has been revoked successfully. Trading in
Equity Shares of the Company has been commenced at BSE trading platform
w.e.f 13th July 2012.
DEPOSITORY SYSTEM
Your Company''s equity shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2013, 72.64% of the equity
shares of your Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report. Annexure
A
DIRECTORATE
In accordance with the requirements of the Companies Act, 1956 and the
Company''s Articles of Association, Mr. Shailesh Gupta and Mr. Pankaj
Gupta, the Directors of the Company retires by rotation and being
eligible offers themselves for Re- appointment.
Mr. J.B. Aggarwal who was appointed as the Managing Director of the
Company by the shareholders in the Annual General Meeting of the
Company and whose term is due to determine in the ensuing Annual
General Meeting. Having regard to the services rendered by Mr. J.B.
Aggarwal the board recommends the re-appointment of Mr. J.B. Aggarwal
as appended in the notice to the general meeting.
The remuneration of Mr. J. B. Aggarwal the Managing Director of the
Company and Mr. Tarun Aggarwal the Whole Time Director of the Company
are receiving the remuneration as decide at the time of their initial
appointment and has not been increased since then. Having regards to
the increased business responsibility and recommendation of
remuneration committee it has been decided that the salary of both is
to be increased subject to the approval of shareholders.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership/chairmanship of the Board
Committees, shareholding as stipulated under Clause 49 of the Listing
agreement with the stock exchanges forms part of the Notice.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to provisions of sub section (2AA) of section 217 of the
Companies Act, 1956, the Directors confirm that:
i. In the preparation of annual accounts for the financial year ended
March 31, 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended March 31st 2013
and of the profit or loss of the Company for that period.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Corporate Governance Report, as stipulated under Clause 49 of the
Listing Agreement entered into by the Company with the stock exchanges
forms the part of this Report. The requisite Certificate issued by M/s
PVSP & Co., Chartered Accountants, confirming compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, is attached to this report.
PARTICULARS OF EMPLOYEES
During the period under review, the Company does not have any employee
who is covered under Section 217(2A) of the Companies Act 1956.
PUBLIC DEPOSIT
During the year under review, Your Company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
AUDITORS
The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered
Accountants, having firm registration No. 08940N, hold office until
the conclusion of the forthcoming Annual General Meeting and offer
themselves for re- appointment. Auditors have confirmed that, their
re-appointment, if made would be in the limits prescribed under section
224(IB) of the Companies Act, 1956 and also they are not disqualified
in terms of section 226 of the Companies Act, 1956.
AUDITOR''S REPORT
The Auditor''s Report dated 30th May 2013 on the financials statements
of the company for the financial year 2012- 13 does not have any
reservation, qualification or adverse remarks. The report of auditor
for financial year 2012- 2013 is self explanatory and does not require
any further comments or explanation from the Directors.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/ reports/
documents/ intimations and other correspondences etc. through e-mails,
in the electronic mode instead of receiving physical copies of the
same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information pursuant to 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 are given in the enclosed ANNEXURE ÂB.
INDUSTRIAL RELATIONS
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGMENT
Your Directors wish to place on record, their deep gratitude to our
Bankers, Stock Exchanges and other Government Authorities for their
continued support and patronage.
Your Directors wish to express their deep gratitude to all stakeholders
for their continued support and patronage.
For & On the Behalf of Board of Directors
Of Kuwer Industries Limited
Sd/- Sd/-
Tarun Aggarwal J. B. Aggarwal
Whole Time Director Managing Director
Date: 28.08.2013
Place: New Delhi
Mar 31, 2012
The Directors present herewith the 19th Annual Report of the company
for the year ended 31st March, 2012.
FINANCIAL RESULTS
(Rupees in Lacs)
Particulars For the Year For the Year
Ended 31.03.2012 Ended 31.03.2011
Sales 2035.33 3563.24
Other Income 80.36 50.16
Total Expenditure 1912.92 3720.65
Profit/(Loss) before Interest & 221.84 229.49
Depreciation
Finance Cost 122.52 136.07
Depreciation 85.31 82.61
Net Profit & (Loss) 4.82 (2.91)
Paid Up Share Capital 509.50 509.50
REVIEW OF OPERATIONS
Your Company performed satisfactorily during the year, despite
challenging economic conditions, Your Directors are of the opinion that
the company has the immense potential and adequate resources to achieve
the rapid rate of growth in the coming years. During the year, the
Company has achieved the turnover of Rs. 203,532,861 and Net Profit is
Rs. 4,82,041. Your Company hopes to increase its presence in the
business in whole market in the coming years, which will significantly
increase the top line and also its profitability.
DIVIDEND
The Board of Directors of your company is of the opinion that during
the year Company has not generated much profit and keeping in view the
future fund requirements of the company, your directors do not
recommended any dividend for the financial year ended March 31, 2012.
The Board assures you to present a much strong financial statements in
coming years.
FUTURE OUTLOOK
Your company is focusing on delivering quality products and further
strengthening its Infrastructure to get the growth of the Company. Your
company is going on board a new voyage.
DEPOSITORY SYSTEM
Your Company's equity shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2012, 37.43% of the equity
shares of your Company were held in demat form. The Company was
admitted its securities with only National Services Depository Limited
(NSDL), Now Your Company has admitted its securities also with Central
Depository Services (India) Limited (CDSL) to enable our share owners to
hold their shares in dematerialised form at both depositories.
International Security Identification Number of your Company is
INE430F01010
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report. Annexure
A
DIRECTORATE
In accordance with the requirements of the Companies Act, 1956 and the
company's Articles of Association, Mr. Yashpal Sharma and Mr. Tarun
Aggarwal, directors of the Company retires by rotation and being
eligible offers themselves for Re appointment.
Brief resume of Directors proposed to be re-appointed, nature of their
experience in their specific functional areas, name of the companies in
which they hold directorship and membership/chairmanship of the Board
Committees, shareholding and relationship between Directors inter-se as
stipulated under Clause 49 of the Listing agreement with the stock
exchanges forms part of the Notice.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of sub section (2AA) of section 217 of the
Companies Act, 1956, the Directors confirm that:
i. In the preparation of annual accounts for the financial year ended
March 31, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended March 31st 2012
and of the profit or loss of the Company for that period.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Committed to good corporate governance practices, your company fully
conforms to the standards set out by the Securities and Exchange Board
of India and other regulatory authorities and has implemented and
complied with all of its major stipulations. The requisite Certificate
issued by M/s PVSP & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement, is attached to this report.
LISTING
The securities of the Company are listed at BSE Limited and Delhi Stock
Exchange Limited but the trading of the securities of the Company was
suspended from BSE Limited. As the Company has complied with all the
compliances required to revoke the suspension of the trading of the
Company, the suspension has been successfully revoked and trading of
Shares have been commenced at BSE trading platform w.e.f 13th July
2012.
PARTICULARS OF EMPLOYEES
During the period under review, the company does not have any employee
who is covered under Section 217(2A) of the Companies Act 1956.
PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
AUDITORS
The Auditors, PVSP & Co., (Formerly Bhatia Praveen & Co.) Chartered
Accountants, having registration No. 08940N, hold office until the
conclusion of the forthcoming Annual General Meeting and offer
themselves for re-appointment. Auditors have confirmed that, their
re-appointment, if made would be in the limits prescribed under section
224(IB) of the Companies Act, 1956 and also they are not disqualified
in terms of section 226 of the Companies Act, 1956.
AUDITOR'S REPORT
The Auditor's Report dated 14.08.2012 on the financial statements of
the company for the financial year 2011-2012 does not have any
reservation, qualification or adverse remarks. However Auditors have
emphasis on few matters which are as follows:
i. Note No. 18 (iii) regarding non provision towards diminution in the
value of investments or its realizable/recoverable value.
ii. Note No. 18 (iv) regarding confirmation of loans given to
companies which are awaited and have placed reliance on balance shown
in the books of Company.
iii. Note No. 18 (x) regarding verification of related parties
disclosures as required under accounting Standard 18 has been based on
the information made available from the Company.
CLAUSE 5A OF THE LISTING AGREEMENT
In view of newly inserted clause 5A to the Listing Agreement vide
circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by
the Securities and Exchange Board of India (SEBI) introducing uniform
procedure for dealing with the unclaimed shares. We would also like to
inform you that as on date there is no unclaimed share with the
Company.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by
the Ministry of Corporate Affairs vide its circular no. 17/2011 dated
21st April 2011, all members who are holding shares of the Company in
physical mode, are requested to register their e-mail IDs with the
Company, so as to enable the company to send all
notices/reports/documents/intimations and other correspondences etc.
through e-mails, in the electronic mode instead of receiving physical
copies of the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information pursuant to 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 are given in the enclosed ANNEXURE -B
INDUSTRIAL RELATIONS
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGMENT
Your Directors wish to place on record, their deep gratitude to our
Bankers, BSE Limited and other Government Authorities for their
continued support and patronage.
Your Directors wish to express their deep gratitude to all stakeholders
for their continued support and patronage.
For & on behalf of the Board of directors of
KUWER INDUSTRIES LIMITED
Sd/-
Tarun Aggarwal
Director
Sd/-
Jai Bhagwan Aggarwal
Director
Date : 25.08.2012
Place: New Delhi
Mar 31, 2010
The Directors have pleasure in presenting the 17th Annual Report of
your Company together with Audited Accounts for the ended 31st march
2010.
PERFORMANCES:
The total turnover achieved by your company during the under review is
Rs 1622.70 Lacs. Your Directors are of the opinion that the company has
the immense potential and adequate resources to achieve the rapid rate
of growth in the coming years.
2009-2010
(RS IN LACS) 2008-2009
(RS IN LACS)
Turnover 3209.90 3677.63
Depreciation 79.40 67.05
Net profit 26.07 38.20
Less: provision for taxation 6.92 5.63
Profit/Loss after tax 10.14 23.24
Appropriation:
Proposed dividend NIL NIL
Transfer to general reserve 10.14 1.91
DIVIDEND:
Your directors have decided not to declare dividend for the year.
DIRECTORS:
In accordance with the provision of the companies act, 1956 and
Articles of association of the Company Shri Shailesh Gupta, retires by
rotation at the ensuring Annual General Meeting and being eligible
offers himself for the re- appointment.
AUDITORS:
M/S Vinod Ralhan & Co., Chartered Accountant, New Delhi, statutory
Auditors of your Company, retire from their office. They are however
eligible for re-appointment and have furnished certificate to effect
that their appointment. If made, will be within the limits specified in
sub section (I-B) OF SECTION 224 of the act and offers themselves for
re-appointment. Your Company has received from them, the certificate
required under Section 224(I-B) of the Companies Act, 1956. Your
directors recommend their reappointment.
FIXED DEPOSITS:
The Company has not accepted any deposits under Section 58-A read under
the Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS REPORT:
The observation made by the Auditors, have already been fully explained
in the notes attached to the Accounts and therefore do not call for
further comments under Section217 (3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees of the company was in receipt of total
remuneration of Rs 24,00,000/- of the financial year under review or Rs
20,00,000/- per month. Hence, the information under Section 217(2-A) on
the Companies Act, 1956 read with Companies (particulars of Employees)
Rules 1975 are not required to be furnished.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Directorsà Responsibility statement as required under section 217(2AA)
of the Companies Act, 1956 is as follows:
1. That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2010 the Accounting Standards as prescribed
by the Institute of Chartered Accountants of India and the Companies
Act, 1956 as applicable to the Company had been followed.
2. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year i.e. 1st April
2009 to 31st March 2010 and of the profits and loss of the company for
that period.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act ,1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
4. That the Directors had prepared the Annual Accounts for the year
ended on 31st March 2010 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis report as required under the listing
agreement with the Stock Exchange is enclosed as Annexure ÃA
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS& OUTGO
Information pursuant to 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 are given in the enclosed ANNEXURE ÃB
INDUSTRIAL RELATIONS:
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for the
excellent co-operation and assistance received by the Company from the
shareholders, Financial Institutions, bankers, government Agencies
during the year under review.
FOR AND ON BEHALF OF THE DIRECTORS OF
KUWER INDUSTRIES LIMITED
Sd- Sd-
J.B.AGGARWAL TARUN AGGARWAL
MANAGING DIRECTOR DIRECTOR
Date : 01.09.2010
Place: New Delhi
Mar 31, 2009
To The Members of Kuwer Industries Limited
The Directors have pleasure in presenting the 16th Annual Report of
your Company together with Audited Accounts for the ended 31st march
2009.
PERFORMANCES:
The total turnover achieved by your company during the under review is
Rs 1622.70lacs. Your Directors are of the opinion that the company has
the immense potential and adequate resources to achieve the rapid rate
of growth in the coming years.
2008-2009
(RS IN LACS) 2007-2008
(RS. IN LACS)
Turnover 3677.63 1971.55
Depreciation 67.05 66.59
Net profit 38.20 (34.40)
Less: provision for taxation 5.63 ----
Provision for FBT 1.08 1.10
Provision for Deferred Tax 6.62 (10.42)
Profit/Loss after tax 23.24 (25.07)
Appropriation:
Proposed dividend NIL NIL
Transfer to general reserve 21.91 (25.07)
DIVIDEND:
Your directors have decided not to declare dividend for the year.
DIRECTORS:
In accordance with the provision of the companies act, 1956 and
Articles of association of the Company Shri Shailesh Gupta, retires by
rotation at the ensuring Annual General Meeting and being eligible
offers himself for the re- appointment.
AUDITORS:
M/S Vinod Ralhan & Co., Chartered Accountant, New Delhi, statutory
Auditors of your Company, retire from their office. They are however
eligible for re-appointment and have furnished certificate to effect
that their appointment. If made, will be within the limits specified in
sub section (I-B) OF SECTION 224 of the act and offers themselves for
re-appointment. Your Company has received from them, the certificate
required under Section 224(I-B) of the Companies Act, 1956. Your
directors recommend their reappointment.
FIXED DEPOSITS:
The Company has not accepted any deposits under Section 58-A read under
the Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS REPORT:
The observation made by the Auditors, have already been fully explained
in the notes attached to the Accounts and therefore do not call for
further comments under Section217 (3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
None of the employees of the company was in receipt of total
remuneration of Rs 24,00,000/- of the financial year under review or Rs
2,00,000/- per month. Hence, the information under Section 217(2-A) on
the Companies Act, 1956 read with Companies (particulars of Employees)
Rules 1975 are not required to be furnished.
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors' Responsibility statement as required under section 217(2AA)
of the Companies Act,1956 is as follows:
1. That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2009 the Accounting Standards as prescribed
by the Institute of Chartered Accountants of India and the Companies
Act, 1956 as applicable to the Company had been followed.
2. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year i.e. 1st April
2008 to 31st March, 2009 and of the profits and loss of the company for
that period.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
4. That the Directors had prepared the Annual Accounts for the year
ended on 31st March 2008 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis report as required under the listing
agreement with the Stock Exchange is enclosed as Annexure ÃA
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS& OUTGO
Information pursuant to 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 are given in the enclosed ANNEXURE ÃB
INDUSTRIAL RELATIONS:
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for the
excellent co-operation and assistance received by the Company from the
shareholders, Financial Institutions, bankers, government Agencies
during the year under review.
For and on Behalf of Board of Directors
KUWER INDUSTRIES LIMITED
Sd- Sd-
J.B.AGGARWAL TARUN AGGARWAL
MANAGING DIRECTOR DIRECTOR
Date: 11.08.2009
Place: New Delhi.
Mar 31, 2008
The Directors have pleasure in presenting the 15th Annual Report of
your Company together with Audited Accounts for the ended 31st march
2008.
PERFORMANCES:
The total turnover achieved by your company during the under review is
Rs 1971.55 lacs. Your Directors are of the opinion that the company has
the immense potential and adequate resources to achieve the rapid rate
of growth in the coming years.
2007-2008
(RS IN LACS) 2006-2007
(RS. IN LACS)
Turnover 1971.55 1622.70
Depreciation 66.59 66.01
Net profit (34.40) 0.76
Less: Provision for Taxation --- 10.30
Provision for FBT 1.10 1.20
Provision for Deffered Tax (10.42) (9.00)
Profit/Loss after tax (25.07) (1.724)
Appropriation:
Proposed dividend NIL NIL
Transfer to general reserve (25.07) (4.39)
DIVIDEND:
Your directors have decided not to declare dividend for the year due to
non availability of profit.
DIRECTORS:
In accordance with the provision of the companies act, 1956 and
Articles of association of the Company Mr. Tarun Aggarwal retires by
rotation at the ensuring Annual General Meeting and being eligible
offers himself for the re- appointment.
AUDITORS:
M/S Vinod Ralhan &co., Chartered Accountant, New Delhi, statutory
Auditors of your Company, retire from their office. They are however
eligible for re-appointment and have furnished certificate to effect
that their appointment. If made, will be within the limits specified in
sub section (I-B) OF SECTION 224 of the act and offers themselves for
re-appointment. Your Company has received from them, the certificate
required under Section 224(I-B) of the Companies Act, 1956. Your
directors recommend their reappointment.
FIXED DEPOSITS:
The Company has not accepted any deposits under Section 58-A read under
the Companies (Acceptance of Deposits) Rules, 1975
AUDITORS REPORT:
The observation made by the Auditors, have already been fully explained
in the notes attached to the Accounts and therefore do not call for
further comments under Section217 (3) of the Companies Act, 1956
PARTICULARS OF EMPLOYEES:
None of the employees of the company was in receipt of total
remuneration of Rs 24,00,000/- of the financial year under review or Rs
20,00,000/- per month. Hence, the information under Section 217(2-A) on
the Companies Act, 1956 read with Companies (particulars of Employees)
Rules 1975 are not required to be furnished.
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors' Responsibility statement as required under section 217(2AA)
of the Companies Act, 1956 is as follows:
1. That in the preparation of the Annual Accounts for the financial
year ended on 31st March, 2008 the Accounting Standards as prescribed
by the Institute of Chartered Accountants of India and the Companies
Act, 1956 as applicable to the Company had been followed.
2. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year i.e. 1st April
2007 to 31st March 2008 and of the profits and loss of the company for
that period.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities.
4. That the Directors had prepared the Annual Accounts for the year
ended on 31st March 2007 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis report as required under the listing
agreement with the Stock Exchange is enclosed as Annexure ÃA
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS& OUTGO
Information pursuant to 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 are given in the enclosed
ANNEXURE ÃB
INDUSTRIAL RELATIONS:
The Industrial relations continue to be very cordial. Your Directors
wish to place on record their deep appreciation for depreciation and
work put in the employees at their levels.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for the
excellent co-operation and assistance received by the Company from the
shareholders, Financial Institutions, bankers, government Agencies
during the year under review.
For and on behalf of Board of Directors
KUWER INDUSTRIES LIMITED
Sd- Sd-
J.B.AGGARWAL TARUN AGGARWAL
MANAGING DIRECTOR DIRECTOR
Date: 04.9.2008
Place: New Delhi.