Directors Report of KSL and Industries Ltd.
Mar 31, 2016
Dear Members,
The Directors have pleasure in presenting the 34th Annual Report and the Audited Statements of Accounts of your Company for the financial year ended 31st March, 2016.
FINANCIAL RESULTS:- (Rs. in Lacs)
|
2015-2016 |
2014-2015 |
|
|
Revenue from operations |
23346.93 |
89530.04 |
|
Finance Cost (including Loss on foreign exchange fluctuation) |
8547.30 |
6757.70 |
|
Depreciation and Amortization Expenses |
5530.59 |
5397.89 |
|
Other Administration Expense |
1688.33 |
2095.68 |
|
Profit before Exceptional and Extraordinary Items and Tax |
(10381.46) |
(26388.94) |
|
Exceptional Items & Extraordinary Items |
- |
- |
|
Profit/Loss before Tax |
(10381.46) |
(26388.94) |
|
Provision for Tax |
0.00 |
0.00 |
|
Deferred Tax Assets/ (Liabilities) |
(252.36) |
290.76 |
|
Profit/Loss after Tax |
(10633.82) |
(26679.70) |
Note: Previous year figures have been regrouped / rearranged wherever necessary DIVIDEND:-
In view of huge losses, your Directors are unable to recommend any dividend on the equity shares for the year under review.
REVIEW OF OPERATIONS:-
During the year, the Income from operations of Company has substantially decreased to Rs. 23346.93 Lacs against Rs. 89530.04 Lacs in respect of the previous Financial Year ended 31st March, 2015. The Company has incurred loss before exceptional and extra ordinary items and tax of Rs. 10381.46 Lacs as against loss of Rs. 26388.94 Lacs in the previous financial year ended 31st March, 2015. The Company has incurred during the year Net Loss of Rs. 10633.82 Lacs as against Net Loss of Rs. 26679.70 Lacs in the previous financial year ended 31st March, 2015.
The company experienced that the efficiency of plant and machineries, especially Spinning Machines have gone down and set up an in house Expert Group to suggest measures for Technology up gradation and Modernization. As per their recommendations, old machines including Ring Frames, requiring expenditure towards repairs and maintenance consuming high power with low output have been identified and shifted to workshop/godowns for appropriate action.
BIFR:-
The Company is a Sick Industrial Company, pursuant to section 3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and is registered with Board for Industrial and Financial Reconstruction (BIFR). The proceedings are pending in this matter.
SUBSIDIARY COMPANY:-
The Company has 2 subsidiaries as on March 31, 2016. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (âthe Actâ). There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of The Companies (Accounts) Rules, 2014, the statement containing salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures under the first proviso to subsection (3) of section 129 (in Form AOC-1 - Annexure - A) is attached to the financial statements of the Company.
Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
Members who wish to receive the full Report and Accounts including the Report and Accounts of the Subsidiary Companies will be provided with it upon receipt of a written request. This will help save considerable cost in connection with printing and mailing of the Report and Accounts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
Pursuant to the provisions of Section 161(1) and 149(1) of the Act read with Rule 3 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Mrs. Manasi Wadkar was appointed as an Additional Director w.e.f. 7th November, 2015 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mrs. Manasi Wadkar for appointment as a Director.
Mrs. Neha Patil retires by rotation and being eligible has offered herself for re-appointment.
The Independent Directors of the Company have declared that they meet the criteria of independence as laid down in Section 149(6) of Act and Clause 49 of the Listing Agreement and SEBI Listing Regulations. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.
In accordance with the Section 203 of the Companies Act, 2013, Ms. Aarti Inderjit Sharma has been appointed as whole-time Company Secretary and Compliance Officer of the Company w.e.f. 25th May, 2016.
Mr. Pushpendra Pratap Singh has resigned on 1st November, 2015 as whole-time Company Secretary and Compliance Officer of the Company.
AUDIT COMMITTEE:-
The composition of Audit Committee is as given in the Report on Corporate Governance.
STAKEHOLDER RELATIONSHIP COMMITTEE:-
The composition of Stakeholder Relationship Committee is as given in the Report on Corporate Governance.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
Pursuant to SEBI Listing Regulations, a Management Discussion and Analysis Report and a Corporate Governance Report are made as a part of this Annual Report.
The Certificates from M/s. A. F. Khasgiwala & Co., Practicing Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director regarding Compliance of the conditions of Corporate Governance as stipulated by SEBI Listing Regulations is attached to this report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:-
The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. through various programmers.
The details of such familiarization programme shall be disclosed on the Company''s website.
DECLARATION OF INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. 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 recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
CODE OF CONDUCT:-
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:-
As provided under section 92(3) of the Act, the extract of Annual Return in Form MGT-9 as on 31st March, 2016 is attached as Annexure-E to this report.
BOARD MEETINGS HELD DURING THE YEAR:-
During the year, 4 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:-
To the best of their knowledge and belief and according to the information and explanations Obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:
a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
c. 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. the annual financial statements have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:-
Details of loans, guarantees and investments covered under the provisions of section 186 of the Act are given in the Notes to financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:-
None of the transactions with related parties falls under the scope of section 188 (1) of the Act. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 , in the prescribed Form AOC-2, is appended as Annexure B to the Board''s report.
The Board has approved the policy on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company''s website, under the web link:http:// kslindustries.org /wp/related-party-transactions/
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:-
The Directors are happy to state that the relations between the Company and its Employee remained cordial throughout the year. The Directors acknowledge and express their appreciation for the contributions made by the employees at all levels. Focused attention was given for knowledge updating and application of new technologies available to reduce costs and to meet the business challenges.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drew remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or more per month during the year or drew remuneration in excess of the remuneration drawn by Managing Director or Whole-time Directors and does not hold either by himself or through his spouse or dependent children 2 per cent or more equity shares of the company. Disclosures pertaining to remuneration and other details as 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 are provided in the Annexure -C forming a part of Annual Report.
In terms of the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE:-
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
RELATED PARTY TRANSACTIONS:-
All transactions entered by the Company with Related Parties were in Ordinary Course of Business and at Arm''s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.
There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS18 have been made in the Notes to financial statements.
The Board has approved the policy on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company''s website, under the web link:
http://kslindustries.org/wp/related-party-transactions/
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31ST MARCH, 2016 AND 12TH AUGUST, 2016 (DATE OF THE REPORT):-
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March, 2016) and the date of the Report (12th August, 2016)
CONSERVATION OF ENERGY:-
a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
TECHNOLOGY ABSORPTION:-
Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:-
During the period under review there was no foreign exchange earnings or out flow.
RISK MANAGEMENT:-
Your Company has a robust Risk Management policy. The Company through its Steering Committee overseas the Risk Management process including Risk Identification, impact assessment, effective implementation of the plans and risk reporting.
Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase effectiveness of risk management practices and for improving business efficiency. The Company''s social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.
The details of the Risk Management as practiced by the Company are provided as part of Corporate Governance Report to this Report.
REMUNERATION POLICY OF THE COMPANY:-
The remuneration policy of the company comprising of the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Pursuant to the Section 177(9) and 177(10) of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Board of Directors have approved the Policy on Vigil Mechanism / Whistle Blower and the same has been hosted on the Website of the Company. This Policy inter alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
PREVENTION OF INSIDER TRADING:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
ANNUAL EVALUATION BY THE BOARD OF DIRECTORS:-
Pursuant to the provisions of the Act and Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations, the Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Director.
In accordance with the criteria and procedure the Independent Directors considered/evaluated the Board''s performance, Performance of the Chairman and other Non-Independent Directors.
The Board has undergone a formal review which comprised Board effectiveness survey and review of materials. The Board subsequently evaluated its own performance, the working of its committees (Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Management and Finance Committee) and Independent Directors (without the participation of the relevant director).
The Directors were evaluated on aspects such as attendance and contribution at Board / Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director and CFO Areas on which the Committees were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. The performance evaluation of the chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committee and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has not received any complaint of sexual harassment during the financial year 2015-16.
FIXED DEPOSITS:-
The Company has not invited/received any fixed deposits from the public during the year under Report.
INSURANCE:-
The properties, stock, assets of your Company are adequately insured.
AUDITORS Statutory Auditor:-
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. A. F. Khasgiwala & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of 32nd annual general meeting (AGM) of the Company held on 19th July, 2014 till the conclusion of the 35th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.
The Company has received letter from of M/s. A. F. Khasgiwala & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Act and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. Cost Auditor:-
As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year.
Internal Auditor-
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had appointed Internal Auditor of the Company for the financial year 2015-16 and Company carries out an Internal Audit on quarterly basis.
Secretarial Auditor:-
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Appurva Agarwal (M.No. 40352), a Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed as Annexure D.
AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT:-
The Auditors'' Report and the Secretarial Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.
DEPOSITS:-
During the year under review, your Company did not accept any deposits within the meaning of provisions of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
SAFETY, HEALTH AND ENVIRONMENT:-
Sustained and meticulous efforts continue to be exercised by the Company at all plants of the Company, towards greener production and environment conservation. The Company perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in every employee, as well as venders, by rigid compulsory annual training and refresher courses, as well as frequent awareness programmed. Mock drills of emergency preparedness are regularly conducted at all the plants showing Company''s commitment towards safety, not only of its own men and plants, but also of the society at large.
Safety records, at the entire plants showed considerable improvement and accident statistics showed downward trend. This was made possible by strict adherence to laid down procedures and following of international guidelines. Involvement of workers in all safety matters has been encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant area have been given due care and attention. The Company continued to comply with the prescribed industrial safety environment protection and pollution control regulation at its production plant, through periodic checks of the system involved and constant monitoring to meet the standards set by the pollution control authorities, etc.
All the mills of the Company are eco-friendly and do not generate any harmful effluents. They have facilities for captive power generation as a stand-by arrangement, to meet any contingency. Safety devices have been installed wherever necessary, although both the spinning and knitting activities are known to be quite safe and free from usual hazards of water and air pollution.
INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT:-
The Company is of firm belief that good Human Resource Management would ensure success though high performance. HR strategy and plans of the Company are deeply embedded with the organizational goals. In order to enhance the manpower productivity the goal is set to increase the production capacity of the various plants and rationalize the manpower through scientific study. All the operational goals of the top management emanate from the business plan. The goals of MD are shared with his subordinates who in turn share their goal with their respective subordinates and so on. Regular visits by HR team are being made to all the plants to meet the employees and also interaction meetings are conducted to get their feedback, based on which HR policies are improved continuously. The process has resulted in better employee relationship.
The Company lays due emphasis on all round development of its human resource. Hence training of the employees is aimed at systemic development of knowledge, skills, aptitude and team work. Training is designed for the development of personal skills necessary for the performance of the present job and to prepare them for future growth. Individual development is given top priority to groom high caliber manpower.
ACKNOWLEDGEMENT:-
Your Directors place on record their appreciation of the assistance and support extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.
For and Behalf of the Board of Directors
Sd/-
Manoj Kumar Sharma
Place: Mumbai Managing Director
Date: 12th August, 2016 DIN: 01884806
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report and
the Audited Statements of Accounts of your Company for the financial
year ended 31st March, 2015.
(Rs. in Lacs)
FINANCIAL RESULTS:- 2014-2015 2013-2014
Revenue from operations 89530.04 92295.60
Cost of Sales 101667.71 80406.59
Finance Cost (including Loss on foreign
exchange fluctuation) 6757.70 8965.95
Depreciation and Amortization Expenses 5397.89 9456.12
Other Administration Expense 2095.68 3445.95
Profit before Exceptional and Extraordinary
Items and Tax (26388.94) (9979.01)
Exceptional Items & Extraordinary Items  Â
Profit/Loss before Tax (26388.94) (9979.01)
Provision for Tax 0.00 0.00
Deferred Tax Assets/ (Liabilities) 290.76 (343.73)
Profit/Loss after Tax (26679.71) (9635.27)
Note: Previous year figures have been regrouped / rearranged wherever
necessary
DIVIDEND:-
In view of inadequacy of profits, your Directors are unable to
recommend any dividend on the equity shares for the year under review.
REVIEW OF OPERATIONS:-
During the year, the Income from operations of Company has
substantially decreased to Rs. 89530.04 Lacs as against Rs. 92295.60
Lacs in respect of the previous Financial Year ended 31st March, 2014.
The Company has incurred a loss before Depreciation and Amortization
Expenses, Interest (including Loss on foreign exchange fluctuation) and
Tax is Rs. (14233.35) Lacs in the year ended 31st March, 2015 as
against profit Rs 8443.06 Lacs in the previous financial year ended
31st March, 2014. The Company has incurred during the year Net Loss of
Rs. 26679.71 Lacs as against Net Loss of Rs. 9635.27 Lacs in the
previous financial year ended 31st March, 2014.
The company experienced that the efficiency of plant and machineries,
especially Spinning Machines have gone down and set up an in house
Expert Group to suggest measures for Technology up gradation and
Modernization. A per their recommendations, old machines including Ring
Frames, requiring expenditure towards repairs and maintenance consuming
high power with low out put have been identified and shifted to
workshop/godowns for appropriate action.
Further, the Company after incurring huge losses and eroding its
networth completely had made an application to be registered as a Sick
Company with Board for Industrial and Financial Reconstruction vide a
Resolution passed by the Board of Directors on 12th February, 2015. The
Company has been registered as a Sick Company .
SUBSIDIARY COMPANY:-
KSL And Industries Limited ("the Company") having Two subsidiaries
Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar
Textile Mills Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of The Companies (Accounts) Rules, 2014, the statement
containing salient feature of the financial statement of a company''s
subsidiary or subsidiaries, associate company or companies and joint
venture or ventures under the first proviso to subsection (3) of
section 129 (in Form AOC-1 - Annexure - B) is attached to the Directors
Report.
Members who wish to receive the full Report and Accounts including the
Report and Accounts of the Subsidiary Companies will be provided with
it upon receipt of a written request. This will help save considerable
cost in connection with printing and mailing of the Report and
Accounts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
During the year, Shri Farindra Bihari Rai, has resigned as a Director
of the Company w.e.f. 28th March 2015. The Board of Directors place on
record the valuable services rendered by him during his tenure as
Director of the Company.
Pursuant to the provisions of Section 161(1) and 149 (6) of the
Companies Act, 2013 and the Articles of Association of the Company,
Shri Pravin Kumar Parekh was appointed as an Additional Director
designated as an Independent Director of the Company on 25th March,
2015. The Company has received requisite notice in writing from a
member proposing Shri Pravin Kumar Parekh for appointment as an
Independent Director.
Pursuant to the provisions of Section 161(1) and 149(1) of the
Companies Act, 2013 read with Rule 3 of The Companies (Appointment and
Qualifications of Directors) Rules, 2014 and the Articles of
Association of the Company, Shrimati Neha Nilesh Patil was appointed as
an Additional Director w.e.f. 12th February, 2015 and she shall hold
office up to the date of the ensuing Annual General Meeting. The
Company has received requisite notice in writing from a member
proposing Shrimati Neha Nilesh Patil for appointment as a Director.
The Independent Directors of the Company have declared that they meet
the criteria of independence as laid down in Section 149(6) in
Companies Act, 2013 and Clause 49 of the listing Agreement. In the
opinion of the Board they fulfill the conditions of Independence as
specified in the Act and Rules made there under and are independent of
the management.
In accordance with the Section 203 of the Companies Act, 2013, Mr.
Pushpendra Pratap Singh appointed as the post of whole-time Company
secretary and Compliance officer of the Company w.e.f. 15,
February,2015.
Mr. Ketan Trivedi resigned on February 07, 2015 as the post of
whole-time Company secretary and Compliance officer of the Company
AUDIT COMMITTEE:-
The composition of Audit Committee is as given in the Report on
Corporate Governance.
STAKEHOLDER RELATIONSHIP COMMITTEE:-
The composition of Stakeholder Relationship Committee is as given in
the Report on Corporate Governance.
REPORT ON CORPORATE GOVERNANCE:-
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report and a Corporate
Governance Report are made as a part of this Annual Report.
A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing
Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director
regarding Compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement is attached to this
report.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as on 31st March, 2015 is
attached as Annexure-A to this report.
BOARD MEETINGS HELD DURING THE YEAR
During the year, 5 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached to this report
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations Obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b. that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31,2015 and of the profit of the Company for the
year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013:-
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in of
the Notes to financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is appended as Annexure C to the Board''s report.
The Board has approved the policy on Related Party Transactions and
Material Subsidiary. The policies have been uploaded on the Company''s
website, under the web link:http:// kslindustries.org
/wp/related-party-transactions/
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in
Ordinary Course of Business and at Arm''s Length pricing basis. The
Audit Committee granted omnibus approval for the transactions (which
are repetitive in nature) and the same was reviewed by the Audit
Committee and the Board of Directors.
There were no materially significant transactions with Related Parties
during the financial year 2014-15 which were in conflict with the
interest of the Company. Suitable disclosures as required under AS18
have been made in the Notes to financial statements.
The Board has approved the policy on Related Party Transactions and
Material Subsidiary. The policies have been uploaded on the Company''s
website, under the web
link:http://kslindustries.org/wp/related-party-transactions/
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 20th JUNE,
2015 (DATE OF THE REPORT)
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (31st
March, 2015) and the date of the Report (05th August, 2015)
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in
the manner whereby optimum utilisation and maximum possible savings of
energy is achieved.
b) No specific investment has been made in reduction in energy
consumption.
c) As the impact of measures taken for conservation and optimum
utilisation of energy are not quantitative, its impact on cost cannot
be stated accurately.
TECHNOLOGY ABSORPTION:
Company''s products are manufactured by using in-house know how and no
outside technology is being used for manufacturing activities.
Therefore no technology absorption is required. The Company constantly
strives for maintenance and improvement in quality of its products and
entire Research & Development activities are directed to achieve the
aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings
or out flow.
RISK MANAGEMENT
Your Company has a robust Risk Management policy. The Company through
its Steering Committee overseas the Risk Management process including
Risk Identification, impact assessment, effective implementation of the
plans and risk reporting.
Sustainability is embedded in the Corporate Enterprise Risk Management
programme, which gives an opportunity to increase effectiveness of risk
management practices and for improving business efficiency. The
Company''s social and environmental policies correlate strongly with the
risk management strategy and ultimately the financial performance.
The details of the Risk Management as practiced by the Company is
provided as part of Corporate Governance Report to this Report
REMUNERATION POLICY OF THE COMPANY:-
The remuneration policy of the company comprising of the appointment
and remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the Corporate Governance
Report which is attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Pursuant to the Section 177(9) and 177(10) of the Companies Act, 2013
and Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014 and clause 49 of the listing agreement, the Board of Directors
have approved the Policy on Vigil Mechanism / Whistle Blower and the
same has been hosted on the Website of the Company. This Policy
inter-alia provides a direct access to the Chairman of the Audit
Committee.
Your Company hereby affirms that no Director / employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
ANNUAL EVALUATION BY THE BOARD OF DIRECTORS:
Pursuant to the provisions if the Companies Act, 2013 and Clause 49 of
the Listing Agreement, The Nomination and Remuneration Committee has
defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and
Director.
In accordance with the criteria and procedure the Independent Directors
considered/evaluated the Board''s performance, Performance of the
Chairman and other Non-Independent Directors.
The Board has undergone a formal review which comprised Board
effectiveness survey and review of materials. The Board subsequently
evaluated its own performance, the working of its committees (Audit
Committee, Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Risk Management Committee and Management and
Finance Committee) and Independent Directors (without the participation
of the relevant director)
The Directors were evaluated on aspects such as attendance and
contribution at Board / Committee Meetings and guidance/support to the
management outside Board/Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including the strategic
agenda of the Board, encouraging active engagement by all Board members
and motivating and providing guidance to the Managing Director and CEO
Areas on which the Committees were assessed included degree of
fulfillment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings
The performance evaluation of Independent Directors was carried out by
the entire Board, excluding the director being evaluated. The
performance evaluation of the chairman and the Non-Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committee and of the Directors.
The Chairman of the Board provided feedback to the Directors on an
individual basis, as appropriate. Significant highlights, learning and
action points with respect to the evaluation were presented to the
Board.
FIXED DEPOSITS:-
The Company has not invited/received any fixed deposits from the public
during the year under Report.
INSURANCE:-
The properties, stock, assets of your Company are adequately insured.
LISTING AGREEMENT:-
Your Company is committed to the adoption of good Corporate Governance
practices in letter and spirit. Under the revised Clause 49 of the
Listing Agreement, your Directors are pleased to inform that Company
has implemented all the mandatory stipulations prescribed under Clause
49. A Certificate from a Practicing Company Secretary in line with
Clause 49 is annexed to and forms part of the Director''s Report.
AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITOR:-
M/s. A. F. Khasgiwala & Co., Chartered Accountants, the Statutory
Auditor of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
The Company has received letter from of M/s. A. F. Khasgiwala & Co.,
Chartered Accountants, to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 141(3)(g) of
the Companies Act, 2013 and that they are not disqualified for
re-appointment. The Notes on Financial Statements referred to in the
Auditors'' Report are self-explanatory and do not call for any further
comments.
SECRETARIAL AUDITOR:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your company has engaged the
services of M/s. Kothari Singhai & Associates; Company Secretary in
Practice, Mumbai to conduct the Secretarial Audit of the Company for
the financial year ended 31st March, 2015.
The Secretarial Audit Report (in Form MR-3) is attached as Annexure-E
to this Report
PARTICULARS OF EMPLOYEES:-
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, none of the employees drew
remuneration of Rs. 60,00,000/- or more per annum/ Rs. 5,00,000/- or
more per month during the year or drew remuneration in excess of the
remuneration drawn by Managing Director or Whole-time Directors or
Manager and does not hold either by himself or through his spouse or
dependent children 2 per cent or more equity shares of the company. The
details of the employees remuneration is provided in the Annexure -D
forming a part of Annual Report
DEPOSITS:-
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Section 73 to 76 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
SAFETY, HEALTH AND ENVIRONMENT:-
Sustained and meticulous efforts continue to be exercised by the
Company at all plants of the Company, towards greener production and
environment conservation. The Company perseveres in its efforts to
indoctrinate safe and environmentally accountable behavior in every
employee, as well as venders, by rigid compulsory annual training and
refresher courses, as well as frequent awareness programmed. Mock
drills of emergency preparedness are regularly conducted at all the
plants showing Company''s commitment towards safety, not only of its own
men and plants, but also of the society at large.
Safety records, at all the plants showed considerable improvement and
accident statistics showed downward trend. This was made possible by
strict adherence to laid down procedures and following of international
guidelines. Involvement of workers in all safety matters has been
encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant
area have been given due care and attention. The Company continued to
comply with the prescribed industrial safety environment protection and
pollution control regulation at its production plant, through periodic
checks of the system involved and constant monitoring to meet the
standards set by the pollution control authorities, etc.
All the mills of the Company are eco-friendly and do not generate any
harmful effluents. They have facilities for captive power generation as
a stand-by arrangement, to meet any contingency. Safety devices have
been installed wherever necessary, although both the spinning and
knitting activities are known to be quite safe and free from usual
hazards of water and air pollution.
INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:-
The Company is of firm belief that good Human Resource Management would
ensure success though high performance. HR strategy and plans of the
Company are deeply embedded with the organizational goals. In order to
enhance the manpower productivity the goal is set to increase the
production capacity of the various plants and rationalize the manpower
through scientific study. All the operational goals of the top
management emanate from the business plan. The goals of MD are shared
with his subordinates who in turn share their goal with their
respective subordinates and so on. Regular visits by HR team are being
made to all the plants to meet the employees and also interaction
meetings are conducted to get their feedback, based on which HR
policies are improved continuously. The process has resulted in better
employee relationship.
The Company lays due emphasis on all round development of its human
resource. Hence training of the employees is aimed at systemic
development of knowledge, skills, aptitude and team work. Training is
designed for the development of personal skills necessary for the
performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber
manpower.
ACKNOWLEDGEMENT:-
Your Directors place on record their appreciation of the assistance and
support extended by Bankers, Consultants, Solicitors, Shareholders and
Employees of the Company.
For and on Behalf of the Board of Directors
Sd/-
Place: Mumbai Deepak Mathur
Date: 05th August, 2015 Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 31st Annual Report and
the Audited Statements of Accounts of your Company for the financial
year ended 31st March, 2013.
FINANCIAL RESULTS: (Rs.in Lacs)
2012-2013 2011-2012
Revenue from operations 110697.57 141979.83
Cost of Sales 98365.28 125081.80
Finance Cost 26230.56 11190.37
Depreciation and Amortization Expense 10239.75 10197.18
Other Administration Expense 7965.42 5235.17
Profit before Exceptional and
Extraordinary Items and Tax (32103.45) (9724.71)
Exceptional Items &
Extraordinary Items
Profit/Loss before Tax (32103.45) (9724.71)
Provision for Tax
Deferred Tax Assets/ (Liabilities) (276.83) (466.36)
Profit/Loss after Tax (31826.61) (9258.35)
Note: Previous year figures have been regrouped / rearranged wherever
necessary
DIVIDEND:
In view of inadequacy of profits, your Directors are unable to
recommend any dividend on the equity shares for the year under review.
REVIEW OF OPERATIONS:
During the year, the Income from operations of Company has
substantially decreased to Rs. 110697.57 Lacs as against Rs. 141979.83 Lacs
in respect of the previous Financial Year ended 31st March, 2012. The
loss before Depreciation, Interest and Tax is Rs. 7656.03 Lacs in the
financial year ended 31st March, 2013 as against profit Rs. 11268.39 Lacs
in the previous financial year ended 31st March, 2012. The Company has
earned during the year Net Loss of Rs. 31826.61 as against Net Loss of Rs.
9258.35 Lacs in the previous Financial year ended 31st March, 2012 due
to decrease in sale and heavy burden of Finance Cost.
The company experienced that the efficiency of plant and machineries,
especially Spinning Machines have gone down and set up an in house
Expert Group to suggest measures for Technology up gradation and
Modernization. A per their recommendations, old machines including Ring
Frames, requiring expenditure towards repairs and maintenance consuming
high power with low out put have been identified and shifted to
workshop/godowns for appropriate action.
The Company had raised unsecured loan in the earlier years. However,
due to liquidity crunch, the Company was unable to pay interest and
installments on time. These lenders had asked to either liquidate the
loan or to provide some additional collateral security. In order to
avoid litigation with these unsecured lenders, the promoters of the
Company have pledged 1725626 shares held in the Company to these
lenders. The promoters have also agreed to pledge balance 6500000
shares held in the Company with the banks as per CDR scheme.
The Company has leased out certain spaces to improve the bottom line of
the Company by earning rental income.
SUBSIDIARY COMPANY:
KSL And Industries Limited ("the Company") having two subsidiaries
Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar
Textile Mills Limited.
The Report and Accounts of the Subsidiary Companies are annexed to this
Report along with the Statement pursuant to Section 212 of the
Companies Act, 1956. However, in the context of the mandatory
requirement to present consolidated accounts, which provides Members
with a consolidated position of the Company including its Subsidiary,
at the first instance, Members are being provided with the Report and
Accounts of the Company and the Consolidated Accounts treating these as
abridged accounts as contemplated by Section 219 of the Companies Act,
1956. Members who wish to receive the full Report and Accounts
including the Report and Accounts of the Subsidiary Companies will be
provided with it upon receipt of a written request. This will help save
considerable cost in connection with printing and mailing of the Report
and Accounts.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of the Company Shri Farindra Bihari Rai and Shri Rajshekhar
Ganiger, Directors of the Company are due to retire by rotation at
forthcoming Annual General Meeting, and, being eligible, have offered
themselves for re-appointment.
Mr. M P Mehrotra has resigned as a Director of the Company w.e.f. 16th
July 2012. The Board of Directors place on record the valuable services
rendered by them during their tenure as Director of the Company.
Mr. Saurabh Kumar Tayal was appointed as an additional Director w.e.f.
from 1st September, 2012 and resigned from Directorship w.e.f. from
5th September, 2012. The Board of Directors place on record the
valuable services rendered by them during their tenure as Director of
the Company.
Mr. Ajay Ramesh Gupta has resigned as a Director of the Company w.e.f.
14th December, 2012. The Board of Directors place on record the
valuable services rendered by them during their tenure as Director of
the Company.
Mr. Navin Kumar Tayal has been appointed as an Additional Director of
the Company on 25th March, 2013.
AUDIT COMMITTEE:
The composition of Audit Committee is as given in the Report on
Corporate Governance.
SHAREHOLDERS'' / INVESTOR GRIEVANCE COMMITTEE:
The composition of Shareholders''/Investor Grievance Committee is as
given in the Report on Corporate Governance.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report and a Corporate
Governance Report are made as a part of this Annual Report.
A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing
Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director
regarding Compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement is attached to this
report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to requirement under Section 217(2AA) of the Companies Act,
1956 with respect to Director''s Responsibilities Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March 2013, the applicable Accounting Standards had
been followed along with proper explanation relating to material
departures except revised AS-15 applicable to accounting treatment for
gratuity and leave encashment which are accounted for on cash basis;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the
Statement of Profit & Loss of the Company for the year under review;
(iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(iv) that the Directors had prepared the accounts for the financial
year ended 31st March, 2013 on a going concern basis.
(v) that the accounts have been prepared on the basis of Revised
Schedule VI of the Companies Act, 1956. Accordingly the previous year
figure have adjusted/ regroup/ rearrange to the confirm with the
current year figures.
FIXED DEPOSITS:
The Company has not invited/received any fixed deposits from the public
during the year under Report.
INSURANCE:
The properties, stock, assets of your Company are adequately insured.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in the Annexure forming part of this Report.
LISTING AGREEMENT
Your Company is committed to the adoption of good Corporate Governance
practices in letter and spirit. Under the revised Clause 49 of the
Listing Agreement, your Directors are pleased to inform that Company
has implemented all the mandatory stipulations prescribed under Clause
49. A Certificate from a Practicing Company Secretary in line with
Clause 49 is annexed to and forms part of the Director''s Report.
AUDITORS
M/s. A. F. Khasgiwala & Co., the Statutory Auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting.
The Company has received a letter from M/s. A. F. Khasgiwala & Co.,
Chartered Accountants, expressing their willingness to continue as
Statutory Auditor of the Company. Necessary resolution for appointment
of M/s A. F. Khasgiwala & Co., Chartered Accountant as Statutory
Auditors, from whom Company has received letter confirmation that their
appointment if approved by Shareholder will be within limit prescribed
u/s 224(i) of the Companies Act 1956, is placed for consideration and
approval of the members of the Company.
As per the requirements of Central Government and pursuant to the
provisions of Section 233B of the Companies Act, 1956, your Company
carries out an audit of cost records every year. The Company has
obtained the written confirmations from Mr. Pradip M Damania, Cost
Accountant, to the effect that their appointment, if made, would be
within the prescribed limits under section 224 (1-B) read with
sub-section (2) of Section 233B of the Companies Act, 1956 and that
they are not disqualified for such appointment within the meaning of
section 226 of the Companies Act, 1956 read with provisions of Section
233B & Section 224 of Companies Act 1956. Therefore, subject to the
approval of Central Government, the Board has appointed Mr. Pradip M
Damania, Cost Accountant, as Cost Auditor of the Company.
PARTICULARS OF EMPLOYEES
None of the employees drew remuneration of Rs. 60,00,000/- or more per
annum/ Rs. 5,00,000/- or more per month during the year. This information
is furnished as required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
SAFETY, HEALTH AND ENVIRONMENT:
Sustained and meticulous efforts continue to be exercised by the
Company at all plants of the Company, towards greener production and
environment conservation. The Company perseveres in its efforts to
indoctrinate safe and environmentally accountable behavior in every
employee, as well as venders, by rigid compulsory annual training and
refresher courses, as well as frequent awareness programmed. Mock
drills of emergency preparedness are regularly conducted at all the
plants showing Company''s commitment towards safety, not only of its own
men and plants, but also of the society at large.
Safety records, at all the plants showed considerable improvement and
accident statistics showed downward trend. This was made possible by
strict adherence to laid down procedures and following of international
guidelines. Involvement of workers in all safety matters has been
encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant
area have been given due care and attention. The Company continued to
comply with the prescribed industrial safety environment protection and
pollution control regulation at its production plant, through periodic
checks of the system involved and constant monitoring to meet the
standards set by the pollution control authorities, etc. All the mills
of the Company are eco-friendly and do not generate any harmful
effluents. They have facilities for captive power generation as a
stand-by arrangement, to meet any contingency. Safety devices have been
installed wherever necessary, although both the spinning and knitting
activities are known to be quite safe and free from usual hazards of
water and air pollution.
INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:
The Company is of firm belief that good Human Resource Management would
ensure success though high performance. HR strategy and plans of the
Company are deeply embedded with the organizational goals. In order to
enhance the manpower productivity the goal is set to increase the
production capacity of the various plants and rationalize the manpower
through scientific study. All the operational goals of the top
management emanate from the business plan. The goals of MD are shared
with his subordinates who in turn share their goal with their
respective subordinates and so on. Regular visits by HR team are being
made to all the plants to meet the employees and also interaction
meetings are conducted to get their feedback, based on which HR
policies are improved continuously. The process has resulted in better
employee relationship.
The Company lays due emphasis on all round development of its human
resource. Hence training of the employees is aimed at systemic
development of knowledge, skills, aptitude and team work. Training is
designed for the development of personal skills necessary for the
performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber
manpower.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation of the assistance and
support extended by Bankers, Consultants, Solicitors, Shareholders and
Employees of the Company.
For and Behalf of the Board of Directors
Sd/-
Place : Mumbai Navin Kumar Tayal
Date : 29/05/2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 30th Annual Report and
the Audited Statements of Accounts of your Company for the financial
year ended 31st March, 2012.
FINANCIAL RESULTS:
2011-2012 2010-2011
(Rs in Lacs) (Rs in Lacs)
Revenue from operations 1,41,980.00 131335.06
Finance Cost 11190.37 8578.24
Depreciation and Amortization
Expense 10,197.18 10,088.03
Profit before Exceptional and
Extraordinary Items and Tax (509.24) 8648.93
Profit/(Loss) before Tax (9724.70) 70.69
Provision for Tax 0.00 14.09
Deferred Tax Assets/
(Liabilities) 466.36 (398.19)
Profit/(Loss) after Tax (9258.34) (341.59)
Note : Previous year figures have been regrouped / rearranged wherever
necessary DIVIDEND :
In view of inadequacy of profits, your Directors are unable to
recommend any dividend on the equity shares for the year under review.
REVIEW OF OPERATIONS :
During the year, the Income from operations of Company has
substantially increased to Rs 1,41,980.00 Lacs as against Rs 1,31,335.06
Lacs in respect of the previous Financial Year ended 31st March, 2011,
registering a growth of around 6% over the previous Financial Year. The
Profit before Depreciation, Interest and Tax is Rs 11,514.81 Lacs in the
Financial year ended 31st March, 2012 as against Rs 18,597.91 Lacs in
the previous Financial year ended 31st March, 2011. The Company has
incurred Net Loss of Rs 9,258.34 as on 31st March, 2012 as against Net
Loss of Rs 341.59 Lacs in the previous Financial year ended 31st March,
2011 due to heavy burden of Finance Cost and Depreciation.
CORPORATE DEBT RESTRUCTURING :
The Company has entered into the scheme of Debt Restructuring with the
present Consortium Lenders, as the Company has suffered huge losses
during the current year on account of volatility in the cotton prices,
increase in power cost and heavy burden of Rate of Interest (Interest
Rate increased from 11-12% to 15-17%) and the proposal for the same has
been duly filed with Corporate Debt Restructuring Cell.
SUBSIDIARY COMPANY :
KSL And Industries Limited ("the Company") having Two subsidiaries
Companies namely M/s. Actif Corporation Limited and M/s. Kalameshvar
Textile Mills Limited.
Earlier M/s. Reward Real Estate Company Limited was the Subsidiary
Company of the Company under Section 4 of the Companies Act, 1956
during the year the Company has sold its investment of 299,97,500
Equity Shares of M/s. Reward Real Estate Company Limited. Therefore
M/s. Reward Real Estate Company Limited is no more subsidiary Company
of the Company.
The Report and Accounts of the Subsidiary Companies are annexed to this
Report along with the Statement pursuant to Section 212 of the
Companies Act, 1956. However, in the context of the mandatory
requirement to present consolidated accounts, which provides Members
with a consolidated position of the Company including its Subsidiary,
at the first instance, Members are being provided with the Report and
Accounts of the Company and the Consolidated Accounts treating these as
abridged accounts as contemplated by Section 219 of the Companies Act,
1956. Members who wish to receive the full Report and Accounts
including the Report and Accounts of the Subsidiary Companies will be
provided with it upon receipt of a written request. This will help save
considerable cost in connection with printing and mailing of the Report
and Accounts.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of the Company Shri Mahesh Prasad Mehrotra, Director, retire
by rotation and, being eligible, offered him for re-appointment.
During the year Ms. Mrinal Tayal, w.e.f. 1st November, 2011 and Shri
Saurabh Kumar tayal, w.e.f. 22nd March 2012 resigned as Directors of
the Company. The Board of Directors place on record the valuable
services rendered by them during their tenure as Directors of the
Company.
AUDIT COMMITTEE:
The composition of Audit Committee is as given in the Report on
Corporate Governance.
SHAREHOLDERS' / INVESTOR GRIEVANCE COMMITTEE:
The composition of Shareholders'/Investor Grievance Committee is as
given in the Report on Corporate Governance.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Management Discussion and Analysis Report and a Corporate
Governance Report are made as a part of this Annual Report.
A Certificate from the M/s. A. F. Khasgiwala & Co., Practicing
Chartered Accountants and Shri Manoj Kumar Sharma, Managing Director
regarding Compliance of the conditions of Corporate Governance as
stipulated by Clause 49 of the Listing Agreement is attached to this
report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under Section 217(2AA) of the Companies Act,
1956 with respect to Director's Responsibilities Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March 2012, the applicable Accounting Standards had
been followed along with proper explanation relating to material
departures except revised AS-15 applicable to accounting treatment for
gratuity and leave encashment which are accounted for on cash basis;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the
Statement of Profit & Loss of the Company for the year under review;
(iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(iv) that the Directors had prepared the accounts for the financial
year ended 31st March, 2012 on a going concern basis.
(v) that the accounts have been prepared on the basis of Revised
Schedule VI of the Companies Act, 1956. Accordingly the previous year
figure have adjusted/ regroup/ rearrange to the confirm with the
current year figures.
FIXED DEPOSITS:
The Company has not invited/received any fixed deposits from the public
during the year under Report.
INSURANCE:
The properties, stock, assets of your Company are adequately insured.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in the Annexure forming part of this Report.
CORPORATE SOCIAL RESPONSIBILY :
As its operations have expanded to new geographies, the Company has
retained a collective focus on the various areas of corporate
sustainability that impact people, enviroment and the society at large
founded on the philosophy that Society is not just another stakeholder
in its business, but the prime purpose of it, the Company, across its
various operations is committed to making a positive contribution in a
number of ways.
During the year under review, we focused on providing residence to our
labourers along with school & educational facilities to their children
and also maintaining consistent duty towards fellow employees of our
organisation.
LISTING AGREEMENT
Your Company is committed to the adoption of good Corporate Governance
practices in letter and spirit. Under the revised Clause 49 of the
Listing Agreement, your Directors are pleased to inform that Company
has implemented all the mandatory stipulations prescribed under Clause
49. A Certificate from a Practicing Company Secretary in line with
Clause 49 is annexed to and forms part of the Director's Report.
AUDITOR'S REPORT
The remarks made by the Auditors in their Report have been suitably
dealt within the schedules and notes and therefore, do not call for any
further clarification.
AUDITORS
M/s. A. F. Khasgiwala & Co., the Statutory Auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting.
The Company has received a letter from M/s. A. F. Khasgiwala & Co.,
Chartered Accountants, expressing their willingness to continue as
Statutory Auditor of the Company. Necessary resolution for appointment
of M/s. A. F. Khasgiwala & Co., Chartered Accountant as Statutory
Auditors, from whom Company has received letter confirmation that their
appointment if approve by Shareholder will be within limit prescribed
u/s 224(i) of the Companies Act 1956, is placed for consideration and
approval of the members of the Company.
COST AUDIT:
The Central Government's Cost Audit Committee Order specifies audit of
Cost Accounting Records for certain products of the company every year.
The Board of Directors, subject to the approval of the Central
Government, have appointed M/s. J. K. Kabra & Co., Cost Accountants, as
Cost Auditors to carry out this audit in respect of manufacture of
textile products for the year ending 31st March 2012.
PARTICULARS OF EMPLOYEES
None of the employees drew remuneration of Rs 60,00,000/- or more per
annum/ Rs 5,00,000/- or more per month during the year. This information
is furnished as required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
SAFETY, HEALTH AND ENVIRONMENT:
Sustained and meticulous efforts continue to be exercised by the
Company at all plants of the Company, towards greener production and
environment conservation. The Company perseveres in its efforts to
indoctrinate safe and environmentally accountable behavior in every
employee, as well as venders, by rigid compulsory annual training and
refresher courses, as well as frequent awareness programmed. Mock
drills of emergency preparedness are regularly conducted at all the
plants showing Company's commitment towards safety, not only of its own
men and plants, but also of the society at large.
Safety records, at all the plants showed considerable improvement and
accident statistics showed downward trend. This was made possible by
strict adherence to laid down procedures and following of international
guidelines. Involvement of workers in all safety matters has been
encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant
area have been given due care and attention. The Company continued to
comply with the prescribed industrial safety environment protection and
pollution control regulation at its production plant, through periodic
checks of the system involved and constant monitoring to meet the
standards set by the pollution control authorities, etc.
All the mills of the Company are eco-friendly and do not generate any
harmful effluents. They have facilities for captive power generation as
a stand-by arrangement, to meet any contingency. Safety devices have
been installed wherever necessary, although both the spinning and
knitting activities are known to be quite safe and free from usual
hazards of water and air pollution.
INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:
The Company is of firm belief that good Human Resource Management would
ensure success though high performance. HR strategy and plans of the
Company are deeply embedded with the organizational goals. In order to
enhance the manpower productivity the goal is set to increase the
production capacity of the various plants and rationalize the manpower
through scientific study. All the operational goals of the top
management emanate from the business plan. The goals of MD are shared
with his subordinates who in turn share their goal with their
respective subordinates and so on. Regular visits by HR team are being
made to all the plants to meet the employees and also interaction
meetings are conducted to get their feed back, based on which HR
policies are improved continuously. The process has resulted in better
employee relationship.
The Company lays due emphasis on all round development of its human
resource. Hence training of the employees is aimed at systemic
development of knowledge, skills, aptitude and team work. Training is
designed for the development of personal skills necessary for the
performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber
manpower.
ACKNOWLEDGEMENT:
Your Directors place on record their appreciation of the assistance and
support extended by Bankers, Consultants, Solicitors, Shareholders and
Employees of the Company.
For and Behalf of the Board of Directors
Sd/-
Place : Mumbai Ajay Ramesh Gupta
Date : 28th April, 2012 Chairman
Mar 31, 2011
The Directors have pleasure in presenting the 29th Annual Report on
the business and operations of your Company and the Audited Financial
Statements for the Financial Year ended 31st March 2011.
FINANCIAL RESULTS (Rs. in Lacs)
2010-11 2009-10
Sales & Income from operation 131335.06 104569.96
Other Income 00.00 1104.49
Profit before Depreciation,
Interest & Tax 18597.91 16842.43
Interest & Finance Charges 8578.24 7304.16
Depreciation 9948.98 9009.30
Profit before Tax 70.69 528.97
Provision for Tax & Deferred Tax
Liability 412.28 128.70
Net Profit for the Year (341.59) 400.27
Profit available for Appropriation 17632.04 17973.63
Surplus carried to Balance Sheet 17632.04 17973.63
DIVIDEND
In view of inadequacy of profit for the year under review, your
Directors do not recommend dividend on the Equity Shares for the year
under review.
REVIEW OF OPERATIONS
The Company has achieved Net Sales of Rs. 131335.06 Lacs during the
Financial Year ended 31st March, 2011 as against Net Sales of Rs.
104569.96Lacs during the previous year ended 31st March, 2010. The
Company incurred loss of Rs.341.59 during the financial year ended 31st
March, 2011 as against profit of Rs 400.27 during previous year ended
31st March, 2010 due to higher interest outgo and and higher Provision
for Depreciation. The earnings per share works out to Rs. -0.34 on a
paid up capital of Rs.4026.73.
SUBSIDIARY COMPANY
The Report and Accounts of the Subsidiary Companies are annexed to this
Report along with the Statement pursuant to Section 212 of the
Companies Act, 1956. However, in the context of the mandatory
requirement to present consolidated accounts, which provides members
with a consolidated position of the Company including its subsidiary,
at the first instance, members are being provided with the Report and
Accounts of the Company and the consolidated accounts treating these as
abridged accounts as contemplated by Section 219 of the Companies Act,
1956. Members who wish to receive the full Report and Accounts
including the Report and Accounts of the subsidiaries Companies will be
provided with it upon receipt of a written request. This will help save
considerable cost in connection with printing and mailing of the Report
and Accounts.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of the Company, Ms. Mrinal Tayal & Mr. Rajshekhar hanker
Ganiger, Directors of the Company are due for retirement by rotation at
the forthcoming Annual General Meeting, and being eligible, have
offered themselves for re-appointment.
The Board of Directors of the Company in its meeting held on 16th
October, 2010 appointed Mr. Kailash Nath Bhandari as an Additional
Director of the Company. Mr. Utpal Kumar Mukhopadhyay resigned as a
Director of the Company w.e.f 16th October, 2010 , Mr. Harinder Kumar
resigned as a Director of the Company w.e.f. 16th October, 2010 and Dr.
Pritam Singh Pritam resigned as a Director of the Company w. e.f. 22nd
November, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the
Directors confirm that:
(i) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed;
(ii) appropriate Accounting Policies have been selected and applied
consistently, and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March 2011 and of the Profit of
the Company for the year under review;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(iv) the Annual Accounts have been prepared on a Ãgoing concern basis
for the Financial year ended 31st March 2011.
AUDIT COMMITTEE
The composition of Audit Committee is as given in the Report on
Corporate Governance.
SHAREHOLDERS /INVESTOR GRIEVANCE COMMITTEE
The composition of Shareholders/Investor Grievance Committee is as
given in the Report on Corporate Governance.
REMUNERATION COMMITTEE
The composition of Remuneration Committee is given in the Report of
Corporate Governance.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report and Corporate
Governance Report are made as a part of this Annual Report.
A Certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated by Clause 49 of
the Listing Agreement is attached to this report.
SAFETY, HEALTH AND ENVIRONMENT
Sustained and meticulous efforts continue to be exercised by the
Company at all plants of the Company, towards greener production and
environment conservation. The Company perseveres in its efforts to
indoctrinate safe and environmentally accountable behavior in every
employee, as well as venders, by rigid compulsory annual training and
refresher courses, as well as frequent awareness programs. Mock drills
of emergency preparedness are regularly conducted at all the plants
showing Companys commitment towards safety, not only of its own men
and plants, but also of the society at large.
Safety records, at all plants showed considerable improvement and
accident statistics showed downward trend. This was made possible by
strict adherence to laid down procedures and following of international
guidelines. Involvement of workers in all safety matters has been
encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant
area have been given due care and attention. The Company continued to
comply with the prescribed industrial safety environment protection and
pollution control regulation at its production plant, through periodic
checks of the system involved and constant monitoring to meet the
standards set by the pollution control authorities etc. All the mills
of the company are eco-friendly and do not generate any harmful
effluents. They have facilities for captive power generation as a
stand-by arrangement, to meet any contingency. Safety devices have been
installed wherever necessary, although both the spinning and knitting
activities are known to be quite safe and free from usual hazards of
water and air pollution.
INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business, major gains
can be scored in the area productivity management. In view of this, the
Company strengthened its people management through performance-linked
incentives, amenities, training, multi-skilling and career path
identification.
The Company is of firm belief that good Human Resource Management would
ensure success though high performance. HR strategy and plans of the
company are deeply embedded with the organizational goals. In order to
enhance the manpower productivity the goal is set to increase the
production capacity of the various plants and rationalize the manpower
through scientific study. All the operational goals of the top
management emanate from the business plan. The goals of CEO are shared
with his subordinates who in turn share their goal with their
respective subordinates and so on. Regular visits by HR team are being
made to all plants to meet the employees and also interaction meetings
are conducted to get their feed back, based on which HR policies are
improved continuously. The process has resulted in better employee
relationship.
The Company lays due emphasis on all round development of its human
resource. Hence training of the employees is aimed at systemic
development of knowledge, skills, aptitude and team work. Training is
designed for the development of personal skills necessary for the
performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber
manpower.
CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988, regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in the Annexure forming part of this Report.
EMPLOYEES
None of the employees drew remuneration of Rs.60,00,000/- or more per
annum Rs.5,00,000/- or more per month during the year under review.
This information is furnished as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
FIXED DEPOSITS
The Company has not invited/received any Fixed Deposits from the Public
during the year under review.
INSURANCE
The properties/assets of your Company are adequately insured.
COST AUDIT
The Central Governments Cost Audit Committee Order specifies audit of
Cost Accounting Records for certain products of the company every year.
The Board of Directors, subject to the approval of the Central
Government, have appointed M/s J. K. Kabra & Co., Cost Accountants, as
Cost Auditors to carry out this audit in respect of manufacture of
textile products for the year ending 31st March 2011.
AUDITORS
M/s. A. F. Khasgiwala & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and is eligible for reappointment. The Company has
received a letter from M/s. A. F. Khasgiwala & Co. to the effect that
their reappointment as Auditors, if made, would be within the limits
under Section 224(1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the assistance and
support extended by all Government Authorities, Financial Institutions,
Banks, Consultants, Solicitors, and Shareholders of the Company. Your
Directors express their appreciation for the dedicated and sincere
services rendered by the employees of the Company.
For and on Behalf of the Board of Directors
Sd/-
Place : Mumbai Saurabh Kumar Tayal
Date : 28th April, 2011 Chairman
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