Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statements of KSS Limited for the year ended March 31, 2018.
1. Summarized Financial Highlights
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from operations & other operating income |
217.12 |
379.56 |
4,183.77 |
4,045.77 |
Profit/ (Loss) Before taxation & Exceptional Items |
(141.00) |
213.95 |
(514.30) |
(218.76) |
Add: Exceptional Items |
(9,707.98) |
- |
(43,157.38) |
- |
Profit/ (Loss) before Tax |
(9,848.98) |
213.95 |
( 43,671.68) |
218.76 |
Less: Tax expenses |
- |
(37.89) |
(26.93) |
(70.23) |
Profit/ (Loss) after Taxation |
(9,848.98) |
(176.06) |
(43,698.61) |
(288.93) |
Other comprehensive Income |
- |
- |
(10.06) |
(3.67) |
Total Comprehensive Income for the Period |
(9,848.98) |
(176.06) |
(43,688.55) |
(285.26) |
Balance brought forward from the previous year |
(6,888.48) |
(6,712.42) |
20,281.90 |
20,567.16 |
Balance carried forward to next year |
(16,737.45) |
(6,888.48) |
(23,406.65) |
20,281.90 |
2. Highlights of the Performance of Company and its Subsidiaries:
On standalone basis total revenue of the Company stood at Rs. 217.12 Lacs during the period under review as compared to the total revenue of Rs.379.56 Lacs in the previous financial year. The post tax profit / (loss) for the financial year 2017-18 and 2016-17 is Rs. (9,848.98) and Rs.(176.06) Lacs respectively.
The Company has Six (6) Subsidiaries as on date, the financial highlights of the said subsidiaries are as follows:
a) K Sera Sera Digital Cinema Limited - The total revenue of the Company stood at Rs. 2,146.82 Lacs during the period under review as compared to the total revenue of Rs. 1,854.15 Lacs in the previous financial year. The post tax profit for the financial year 2017-18 and 2016-17 is Rs. 69.47 Lacs and Rs. 11.50 Lacs respectively.
b) K Sera SeraMiniplex Limited- The total revenue of the Company stood at Rs. 714.80 Lacs during the period under review as compared to the total revenue of Rs. 737.48 Lacs in the previous financial year.
The post tax profit / (loss) for the financial year 2017-18 and 2016-17 is Rs. 11.57 and Rs. (38.53) Lacs respectively.
c) K Sera Sera Box Office Private Limited- The total revenue of the Company stood is 22.78 Lacs during the period under review and 0.59 Lacs during the corresponding previous financial year. The post taxprofit/ (loss) for the financial year 2017-18 and 2016-17 is Rs.2.92 Lacs and Rs. (0.001) Lacs respectively.
d) K Sera Sera Productions FZE- The total revenue of the Company stood Nil during the period under review as compared to the total revenue of Rs. 174.89 Lacs in the previous financial year. The post tax profit for the financial year 2017-18 and 2016-17 is Nil and Rs. 12.66 Lacs respectively
e) Birla Jewels Limited - The total revenue of the Company stood at Rs.918.12 Lacs during the period under review as compared to the total revenue of Rs. 754.74 Lacs in the previous financial year. The post tax profit for the financial year 2017-18 and 2016-17 is Rs. (81.52) Lacs and Rs. (72.43) Lacs respectively
f) Birla Gold and Precious Metals Limited - The total revenue of the Company stood at Rs. 484.41 Lacs during the period under review as compared to the total revenue of Rs. 368.03 Lacs in the previous financial year. The post tax profit for the financial year 2017-18 and 2016-17 is Rs. (398.07) Lacs and Rs.3.18 Lacs respectively
Considering the performance of the above mentioned subsidiaries during the financial year ended 31st March 2018, the total revenue on a consolidated basis was Rs. 4,183.77 Lacs as compared to the total revenue of Rs. 4,045.77 Lacs in the previous financial year. The Company has incurred post tax profit/(loss) of Rs. (43,688.55) Lacs in the financial year 2017-18 as compared to the post tax profit/(loss) of Rs. (285.26) Lacs in the previous financial year.
3. Transfer to reserves;
No amount is being transferred to the reserves during the Financial Year 2017-18.
4. Dividend:
The Board of Directors do not recommended any dividend for the year ended March 31, 2018
5. Management Discussion And Analysis Report
The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, is provided as a separate section forming part of the Annual Report.
6. Consolidated Financial Statements
The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.
7. Subsidiaries:
The Company has following subsidiaries:
K Sera Sera Digital Cinema Limited - India
K Sera Sera Box Office Private Limited-India
K Sera Sera Miniplex Limited- India
K Sera Sera Productions FZE- UAE
Birla Gold and Precious Metals Limited- India
Birla Jewels Limited - India
The Company has following step-down subsidiaries:
Cherish Gold Private Limited - India
KSS Speed Technology Private Limited
K Sera Sera Holdings Pty Limited - Australia
The Companyâs Policy for determining material subsidiaries is available on the Companyâs website at www.kserasera.com under Investor Relations>Code of conduct> Policy on Determination of Material Subsidiary(ies).
The financial statements of all the subsidiary companies as on March 31, 2018, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.
A detailed statement containing the salient features of the financial statement of each of the subsidiary companies as on March 31, 2018 is annexed herewith as Annexure -I (AOC 1) and forms part of this Report.
8. Directors Responsibility Statement :
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the statement of profit and loss and cash flow of the Company for the same period;
c. 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. the annual accounts have been prepared on a going concern basis;
e. they have laid down internal financial controls in the company that are adequate and were operating effectively.
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively
9. Corporate Social Responsibility
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.
10. Insurance:
The Companyâs property, equipmentâs and stocks are adequately insured against major risks after taking into account all the relevant factors.
11. Internal Control Systems and their Adequacy
The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors submits report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
12. Directors and Key Managerial Personnel
- Mr. Lalit Joshi resigned from the post of Independent Director w.e.f. 18/10/2017,
- Mr. Rahul Kanani resigned from the post of Chief Executive Officer (CEO) w.e.f 22/12/2017.
- Mr. Deepak Kamal Tripathi resigned from the post of Company Secretary and Compliance Officer (and its subsidiaries i.e. K Sera Sera Miniplex Limited, K Sera Sera Digital Cinema Limited and K Sera Sera Box Office Private Limited) w.e.f. 23/01/2018.
- Ms. Ankita Gupta was appointed as Company Secretary and Compliance Office of the Company (and its subsidiaries i.e. K Sera Sera Miniplex Limited, K Sera Sera Digital Cinema Limited and K Sera Sera Box Office Private Limited) w.e.f. 23/01/2018 under section 203 of companies act 2013 and other applicable regulations & provisions of SEBI (Listing Obligation and Disclosure Requirement) 2015.
- Mr. Sandip Joshi was appointed as an Additional (Independent) Director in the Board Meeting held on 23/01/2018 with immediate effect.
- Mr. Aditya Purohit resigned from the post of Independent Director w.e.f. 14/02/2018.
- Mrs. Pratima Shailendra Singh was appointed as an Additional (Independent) Director in the Board Meeting held on 14/02/2018 with immediate effect.
- Mr. Ashok Kacker was appointed as an Additional (Independent) Director in the Board Meeting held on 12/03/2018 with immediate effect.
- Mr. Prasanna Prabhakar Jagtap was appointed as an Additional Managing Director in the Board Meeting held on 10/05/2018 with immediate effect.
Declaration by Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of the directors individually as well as the evaluation of the working of its Committees including the Chairman of the Board.
The boardâs performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Boardâs functioning. The overall performance of the Board and Committeeâs of the Board was found satisfactory.
The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.
Familiarisation programme for Independent Directors
The Familiarisation Programme is formulated with the aim to make the Independent Directors of KSS Limited aware about their role, responsibilities and liabilities in the Company and to learn about the nature of the industry in which the company operates, business model of the Company, etc. The policy on Companyâs familiarization programme for Independent Director has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Familiarization Programme for Independent Directors.
Nomination and Remuneration Policy
The Board has, 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. The summary of Remuneration Policy is stated in the Corporate Governance Report.
13. Auditors & Auditorsâ Report
Statutory Auditor
M/s. Agrawal Jain & Gupta (Firm Registration No: 013538C), Chartered Accountants, Statutory Auditor of your Company resigned w.e.f 14.08.2018 due to preoccupation. Accordingly as per the requirement of the section 139 of Companies Act, 2013 M/s Pipara & Co. LLP, (Firm Registration No. 107929W) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 23rdAGM till the conclusion of the 28thAGM, in place of M/s. Agrawal Jain & Gupta, Chartered Accountants (Firm Registration No. 013538C). M/s. Pipara & Co. LLP, Chartered Accountants (Firm Registration No. 107929W), have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/s. Pipara & Co. LLP, (Firm Registration No. 107929W), as statutory auditors of the Company from the conclusion of the 23rd AGM till the conclusion of 28thAGM, to the shareholders.
Short Profile of M/s. Pipara & Co. LLP:
Established in the year 1982, Pipara & Co LLP is actively working to be one of the most dynamic, effective and professional firms in India. People at Pipara & Co LLP, innovate to go out-of-the-box thereby creating unconventional ideas and solutions in helping their clients in achieving the next level. A balanced approach combining Innovation & experience creates an invincible blend.As an ISO Certified Organization that caters to wide spectrum of services it becomes important to demonstrate proficiency in each of the services.
The Notes on financial statements referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation or adverse remark.
Internal Auditor:
During the year under review Mr. Sunil Sureka (Membership No. 139836) Chartered Accountant is appointed as internal auditor of the company to conduct the internal audit of the company.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Sandeep Dubey & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017-18.The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.
14. Disclosures Audit Committee
The Audit Committee as on March 31, 2018 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Mrs. KuntiRattanshi (Non Executive Non Independent Director) and Mrs. PratimaShailendra Singh (Non Executive Independent Director). The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board.
7 meetings of the Audit Committee were held during the year.
Stakeholdersâ Relationship Committee
The Stakeholdersâ Relationship Committee as on March 31, 2018 comprises of the members namely, Mrs. Kunti Rattanshi (Chairman, Non Executive Non Independent Director)Mr. Rakesh Roopram Sharma (Non Executive Independent Director), and Mrs. Pratima Shailendra Singh (Non Executive Independent Director). With the compulsory dematerialization of the Companyâs shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year end, 97.35% of the total shares were dematerialized with no unresolved pending investor grievances and intimation for compulsory dematerialization of shares (as per SEBI Circular) is also given to the physical shareholders of the Company.
5 meetings of the Stakeholdersâ Relationship Committee were held during the year.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee as on March 31, 2018 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Mrs. KuntiRattanshi (Non Executive Non Independent Director) and Mrs. PratimaShailendra Singh (Non Executive Independent Director). The purpose of the Nomination and Remuneration Committee is to recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees.
7 meetings of the Nomination & Remuneration Committee were held during the year
Vigil Mechanism / Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Vigil Mechanism Policy
Meetings of Board
The Board of Directors duly met 8 times during the financial year from April 01, 2017 to March 31, 2018. The dates on which meetings were held are as follows:
(i)11.04.2017 (ii) 30.05.2017, (iii) 14.08.2017, (iv) 11.09.2017 (v) 14.12.2017, (vi) 23.01.2018 (vii) 14.02.2018 (viii) 12.03.2018.
Particulars of Loans, Investments, Guarantees by the Company
The detailed particulars of loans, guarantees and investments made/given by the Company in the year 2017 -2018 as per Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is stated in the Notes to Account which forms part of this Annual Report.
Particulars of Contracts or Arrangements with Related Parties
None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. 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 are given in Annexure -III in Form AOC-2 and the same forms part of this report.
Public Deposits
During the period under review Your Company has not accepted any Public Deposits falling within the purview of section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on March 31, 2018.
Policy on Related Party Transactions:
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Policy on Related party Transaction.
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous effort of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment Company has Sexual Harassment Policy in place and available on Companyâs website. During the year under review, there were no complaints from any of the employee.
15. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV.
16. Conservation of Energy, Technology Absorption, Foreign Exchange
The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.
There were no foreign exchange earnings and foreign exchange outgo during the year and in previous year.
17. Particulars of Employees and Directors
The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any re-enactment/modification thereof) in respect of employees of the Company is as follows:
During the period under review the company had two Executive Director, one Non Executive Non Independent Director and Four Non Executive Independent Director and they were not paid any remuneration except executive directors etc. Further, no sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the company.
The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report.
Having regard to the first proviso of section 136 (1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company excluding the aforesaid information. However the said information is available for inspection at the Registered Office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.
18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
The company has received Order from Custom department for outstanding demand of Rs. 15,33,67,556 under section 142 of customs Act 1962.
19. Share Capital
The paid up Equity Share Capital as on March 31, 2018 is Rs. 2,135,875,070/-.The Company had allotted 56,48,873 equity shares (pursuant to subdivision 5,64,88,730 equity shares of Re.1/- each) of face value of Rs. 10/- each at the rate of Rs. 14.16/- per share on preferential basis pursuant to the conversion of Optionally Convertible Redeemable Bonds (OCRBs) as on November 14, 2014. However the listing permission from the NSE and BSE for the aforesaid issue of equity shares is awaited.
20. Unclaimed Shares
During the last financial year the Company had transferred 4,340 unclaimed equity shares of Re. 1/each to the Demat Suspense Account belonging to 3 shareholders on November 07, 2015. The said amount is lying at the end of the year as none of the shareholders approached for transfer of shares from suspense account during the year. Company is holding these shares in a âDemat Suspense Accountâ with DP- Nirmal Bang Sec. Pvt Ltd. On behalf of the allottees of these shares.
The voting rights in respect of these shares would remain frozen till the rightful owner claims it as per the procedure laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
21. Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.
22. Secretarial Standards
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards to the extent applicable.
23. Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to NSE and BSE where the Companyâs shares are listed
24. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Companyâs Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels.
For and on behalf of Board of directors
Place: Mumbai
Date: August 13, 2018 Sd/- Sd/-
Satish Panchariya Harsh Upadhyay
Executive Chairman & Director Director
DIN: 00042934 DIN: 07263779
Mar 31, 2016
DIRECTORSâ REPORT Dear Shareholders,
The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of KSS Limited for the year ended March 31, 2016
1. SUMMARISED FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars |
Standalone |
Consolidated |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Revenue from operations & other operating income |
97.88 |
90.80 |
4477.07 |
6545.66 |
Profit/ (Loss) Before taxation & Exceptional Items |
(335.46) |
(64.00) |
(88.70) |
558.50 |
Add: Exceptional Items |
- |
(201.51) |
0 |
(201.51) |
Profit/ (Loss) before Tax |
(335.46) |
(265.51) |
(88.70) |
356.99 |
Less: Tax expenses |
(64.93) |
(84.37) |
(70.38) |
(165.32) |
Profit/ (Loss) after Taxation |
(270.53) |
(181.14) |
(18.32) |
522.30 |
Balance brought forward from the previous year |
(4281.88) |
(4090.79) |
27203.99 |
26,765.04 |
Balance carried forward to next year |
(4552.41) |
(4281.88) |
27185.67 |
27203.99 |
2. Highlights of the Performance of Company and its Subsidiaries:
On standalone basis total revenue of the Company stood at Rs. 156.64 during the period under review as compared to the total revenue of Rs. 134.48 Lacs in the previous financial year. The post tax loss for the financial year 2015-16 and 2014-15 is Rs.270.53 and Rs.181.14 Lacs respectively.
The Company has six (6) Subsidiaries as on date, the financial highlights of the said subsidiaries are as follows:
a) K Sera Sera Digital Cinema Limited - The total revenue of the Company stood at Rs. 1702.75 Lacs during the period under review as compared to the total revenue of Rs. 1294.18 Lacs in the previous financial year. The post tax profit for the financial year 2015-16 and 2014-15 is Rs.48.96 and Rs. 62.80 Lacs respectively.
b) K Sera Sera Miniplex Limited- The total revenue of the Company stood at Rs. 865.65 during the period under review as compared to the total revenue of Rs. 649.91 Lacs in the previous financial year. The post tax profit / (loss) for the financial year 2015-16 and 2014-15 is Rs. 7.85 and Rs. (86.19) Lacs respectively.
c) K Sera Sera Box Office Private Limited- The total revenue of the Company stood is NIL during the period under review as compared to the total revenue of Rs. 10.00 Lacs in the previous financial year. The post tax loss for the financial year 2015-16 and 2014-15 is Rs. 4.18 and Rs. 0.27 Lacs respectively.
d) K Sera Sera Productions FZE- The total revenue of the Company stood at Rs. 1903.78 Lacs during the period under review as compared to the total revenue of Rs. 4573.14 Lacs in the previous financial year. The post tax profit for the financial year 2015-16 and 2014-15 is Rs. 140.14 Lacs and Rs. 734.85 Lacs respectively.
During the period under review, the Company had acquired Birla Gold and Precious Metals Limited and Birla Jewels Limited w.e.f March 14, 2016 and March 16, 2016 and for the purpose of consolidation of financials of the said companies, effective date has been taken w.e.f March 31,2016 and therefore recently acquire subsidiaries are not considered into Consolidated Financial Results during the year ended March 31, 2016
Considering the performance of the above mentioned subsidiaries during the financial year ended 31st March 2016, the total revenue on a consolidated basis was Rs. 4535.97 Lacs as compared to the total revenue of Rs. 6545.66 Lacs in the previous financial year. The Company has incurred post tax loss of Rs. (18.32) Lacs in the financial year 2015-16 as compared to the post tax profit of Rs. 522.30 Lacs in the previous financial year.
3. Transfer to reserves;
No amount is being transferred to the reserves during the Financial Year 2015-16
4. Dividend:
The Board of Directors did not recommended any dividend for the year ended March 31, 2016
5. Management Discussion And Analysis Report
The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34 (3) read with Schedule
V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, is provided as a separate section forming part of the Annual Report.
6. Consolidated Financial Statements
The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.
7. Subsidiaries:
The Company has following subsidiaries:
K Sera Sera Digital Cinema Limited - India K Sera Sera Box Office Private Limited - India K Sera Sera Miniplex Limited - India K Sera Sera Productions FZE - UAE Birla Gold and Precious Metals Limited - India
Birla Jewels Limited (formerly known as K Bazaar Online Trading Private Limited) - India
The Company has following step down subsidiaries:
K Kampus Education Private Limited-India
KSS Speed Technology Private Limited (formerly known as K Sera Sera Consultancy Private Limited) - India
K Sera Sera Holdings Pty Limited - Australia
During the period under review, the Company had acquired 100% stake in Birla Gold and Precious Metals Limited and Birla Jewels Limited as on March 14, 2016 and March 16, 2016 respectively and therefore the said acquired companies shall be treated as subsidiary of KSS Limited.
The Companyâs Policy for determining material subsidiaries is available on the Companyâs website at www.kserasera.com under Investor Relations>Code of conduct> Policy on Determination of Material Subsidiary(ies).
The financial statements of all the subsidiary companies as on March 31, 2016, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.
In addition to the consolidated financial statements, a detailed financial statement containing the salient features of the financial statement of each of the subsidiary companies as included in the consolidation of financial statements as on March 31, 2016 is annexed herewith as Annexure -I (AOC 1) and forms part of this Report.
8. Directors Responsibility Statement :
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the statement of profit and loss and cash flow of the Company for the same period;
c) 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) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively
9. Corporate Social Responsibility
The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.
10. Insurance:
The Companyâs property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.
11. Internal Control Systems and their Adequacy
The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors submits report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
12. Directors and Key Managerial Personnel
During the period under review the designation of Ms. Kunti Rattanshi (DIN: 07144769) and Mr. Harsh Upadhyay (DIN: 07263779) was changed from Non Executive Independent Director to Non Executive Non Independent Director and Executive Director, respectively. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Ms. Kunti Rattanshi (DIN:07144769), Non -Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend her re-appointment for your approval.
The Board of Directors of the Company at their meeting held on November 30, 2015 and May 30, 2016 appointed Mr. Lalit Joshi (DIN: 07352528) and Mr. Aditya Purohit (DIN: 07199738) respectively, as an Additional Director (Independent) with immediate effect, who shall hold his office till the next Annual General meeting. Based on the application received from Mr. Lalit Joshi and Mr. Aditya Purohit proposing their candidature as Independent Director, the proposed resolution for their appointment as an Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend their appointment for your approval.
In compliance with Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification Confirmation of Appointment of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the shareholders of the Company at their meeting held on September 30, 2014 had approved the appointments of. Rakesh Roopram Sharma(DIN: 06384452) as an Independent Directors of the Company for a first term of five years and to hold the office till September 30, 2019.
During the period under review Mr. Hussain Shattaf (DIN: 02321306), Non Executive Independent Director of the Company, tendered his resignation w.e.f. August 30, 2015 and Ms. Vineeta Dwivedi has resigned from the position of Chief Executive Officer of the Company w.e.f July 10, 2016. The Board placed on record its deep appreciation and thanked them for their significant contributions and valuable guidance during his association with the Company. Further the Board has appointed Mr. Shamrao Daulat Ingulkar as Chief Financial Officer and Mr. Rahul Kanani as a Chief Executive Officer w.e.f May 30, 2016 and August 12, 2016, respectively.
Declaration by Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of the directors individually as well as the evaluation of the working of its Committees including the Chairman of the Board.
The boardâs performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Boardâs functioning. The overall performance of the Board and Committeeâs of the Board was found satisfactory.
The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.
Familiarization programme for Independent Directors
The Familiarization Programme is formulated with the aim to make the Independent Directors of KSS Limited aware about their role, responsibilities and liabilities in the Company and to learn about the nature of the industry in which the company operates, business model of the Company, etc. The policy on Companyâs familiarization programme for Independent Director has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct> Familiarization Programme for Independent Directors
Nomination and Remuneration Policy
The Board has, 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. The Remuneration Policy is stated in the Corporate Governance Report.
13. Auditors & Auditorsâ Report
Statutory Auditor
M/s. Agrawal Jain & Gupta (Firm Registration No: 013538C), Chartered Accountants, were appointed as a Statutory Auditor of your Company for a term of four (4) years from the conclusion of the twentieth (20th) Annual General Meeting till the conclusion of the Twenty fourth (24th) Annual General Meeting, subject to ratification at every subsequent Annual general Meeting and are eligible for re-appointment.
They have confirmed their eligibility and willingness to be re-appointed. A resolution seeking ratification of their appointment is provided in the notice. _/
The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor
The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.
14. Disclosures
Audit Committee
The Audit Committee as on March 31, 2016 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Ms. Kunti Rattanshi (Non Executive Non Independent Director) and Mr. Lalit Joshi (Non Executive Independent Director). The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board.
5 meetings of the Audit Committee were held during the year.
Stakeholdersâ Relationship Committee
The Stakeholdersâ Relationship Committee as on March 31, 2016 comprises of the members namely, Ms. Kunti Rattanshi (Chairman, Non Executive Non Independent Director)Mr. Rakesh Roopram Sharma (Non Executive Independent Director), and Mr. Lalit Joshi (Non Executive Independent Director). With the compulsory dematerialization of the Companyâs shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the yearend, 97.35% of the total shares were dematerialized with no unresolved pending investor grievances.
8 meetings of the Stakeholdersâ Relationship Committee were held during the year. Nomination & Remuneration Committee
The Nomination & Remuneration Committee as on March 31, 2016 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Ms. Kunti Rattanshi (Non Executive Non Independent Director) and Mr. Lalit Joshi (Non Executive Independent Director). The purpose of the Nomination and Remuneration Committee is to recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. Nomination and Remuneration Committee met two times during the year.
Vigil Mechanism / Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct> Vigil Mechanism Policy.
Meetings of Board
The Board of Directors duly met 7 times during the financial year from April 01, 2015 to March 31, 2016. The dates on which meetings were held are as follows:
(i) 29.05.2015 (ii) 14.08.2015, (iii) 24.09.2015, (iv) 10.11.2015 (v) 30.11.2015, (vi)27.01.2016 (vii) 14.03.2016
Particulars of Loans, Investments, Guarantees by the Company
During the period under review, the Company had acquired 100% stake in Birla Gold and Precious Metals Limited and Birla Jewels Limited (formerly known as K Bazaar Online Trading Private Limited) by way of purchase of equity shares. The detailed particulars of loans, guarantees and investments made/given by the Company in the year 2015 -2016 as per Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 is stated in the Notes to Account which forms part of this Annual Report.
Particulars of Contracts or Arrangements with Related Parties
None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -III in Form AOC-2 and the same forms part of this report.
Public Deposits
During the period under review Your Company has not accepted any Public Deposits falling within the purview of section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on March 31, 2016.
Policy on Related Party Transactions:
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Policy on Related party Transaction.
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Company has Sexual Harassment Policy in place and available on Companyâs website. During the year under review, there were no complaints from any of the employee.
15. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV.
16. Conservation of Energy, Technology Absorption, Foreign Exchange
The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.
There were no foreign exchange earnings and foreign exchange outgo during the year and in previous year.
17. Particulars of Employees and Directors
The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any reenactment/modification thereof) in respect of employees of the Company is as follows:
During the period under review the company had two Executive Director, one Non Executive Non Independent Director and two Non Executive Independent Director and they were not paid any remuneration etc. Further, no sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the company.
The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report.
Having regard to the first proviso of section 136 (1) of the Companies Act, 2013 the Annual Report is being sent to the members of the Company excluding the aforesaid information. However they said information is available for inspection at the Registered Office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.
18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
19. Share Capital
The subdivision of the Share Capital from Rs. 10/- each to Re.1/- each of the Company is effected from April 01, 2015. Further the paid up Equity Share Capital as on March 31, 2016 is Rs. 2,135,875,070.The Company had allotted 56,48,873 equity shares (pursuant to subdivision 56488730 equity shares of Re.1/- each) of face value of Rs. 10/- each at the rate of Rs. 14.16/
- per share on preferential basis pursuant to the conversion of Optionally Convertible Redeemable Bonds (OCRBs) as on November 14, 2014. However the listing permission from the NSE and BSE for the aforesaid issue of equity shares is awaited
20. Unclaimed Shares
The Company had transferred 4340 unclaimed equity shares of Re. 1/- each to the Demat Suspense Account belonging to 3 shareholders on November 07, 2015 and during the year none of the shareholders approached for transfer of shares from suspense account resulting into no change in the said unclaimed equity shares at the end of the year. Company is holding these shares in a âDemat Suspense Accountâ with DP- Nirmal Bang Sec. Pvt Ltd. on behalf of the allotees of these shares.
The voting rights in respect of these shares would remain frozen till the rightful owner claims it as per the procedure laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
21. Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.
22. Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the financial year 2016-17 to NSE and BSE where the Companyâs shares are listed
23. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Companyâs Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels.
For and on behalf of Board of Directors
Satish Panchariya Harsh Upadhyay
Place: Mumbai Exe. Chairman & Director Director
Date: August12,2016 DIN:00042934 DIN:07263779
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Statement of Accounts of KSS Limited for the
year ended March 31, 2015
1. SUMMARISED FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Revenue from operations &
other operating income 90.80 - 6545.66 5994.03
Profit/ (Loss) Before
taxation & Exceptional Items (64.00) (1832.58) 558.10 (1601.10)
Add: Exceptional Items (201.51) - (201.51) _
Profit/ (Loss) before Tax (265.51) (1832.58) 356.99 (1601.10)
Less: Tax expenses (84.37) 54.49 (165.32) (58.65)
Profit/ (Loss) after Taxation (181.14) (1887.07) 522.30 (1542.45)
Balance brought forward from
the previous year (4090.76) (2203.69) 25,856.14 27,398.58
Balance carried forward to
next year (4271.90) (4090.76) 27203.99 25,856.14
2. Company Performance:
During the financial year ended 31st March 2015, the total revenue on a
consolidated basis was Rs. 6545.66 Lacs. The Company has incurred post
tax Profit of Rs. 522.30 Lacs for financial year 2014-15 as against
loss of Rs.1,54245 Lacs in the previous year.
On standalone basis total revenue was 90.80Lacs. The post tax loss for
the financial year 2014-15 was Rs.181.14 Lacs viz-a-viz Loss of
Rs.1887.07 Lacs in the previous year.
3. Transfer to reserves;
No amount is being transferred to the reserves during the Financial
Year 2014-15
4. Dividend:
The Board of Directors did not recommended any dividend for the year
ended March 31, 2015
5. Management Discussion And Analysis Report
The Management Discussion and Analysis of financial condition,
including the results of operations of the Company for the year under
review as required under Clause 49 of the Listing Agreement, is
provided as a separate section forming part of the Annual Report.
6. Consolidated Financial Statements
The audited consolidated financial statement of the Company prepared in
accordance with applicable Accounting Standards specified under Section
133 of the Companies Act, 2013read with Rule 7 of the Companies
(Accounts) Rules, 2014 is provided in the Annual Report.
7. Subsidiaries:
The Company has following subsidiaries:
- Sera Sera Digital Cinema Private Limited - India
- Sera Sera Box Office Private Limited-India
- Sera SeraMiniplex Limited- India
- Sera Sera Productions FZE- UAE
The Company has following step-down subsidiaries: K Kampus Education
Private Limited - India K Sera Sera Consultancy Private Limited - India
K Sera Sera Holdings Pty Limited - Australia KSS Capital Limited -
Bermuda During the period under review, the Company has sold its stake
in K Bazaar Online Trading Private Limited, one of its non-material
subsidiary, pursuant to which Bazaar Online Trading Private Limited
ceased to be the Subsidiary of KSS Limited The Company's Policy for
determining material subsidiaries is available on the Company's website
at www.kserasera.com under Investor Relations>Code of conduct> Policy
on Determination of Material Subsidiary(ies).
The financial statements of all the subsidiary companies as on March
31, 2015, forms part of consolidated financial statements in compliance
with Section 129and other applicable provisions, if any, of the
Companies Act, 2013 and the same are prepared in accordance with
applicable accounting standards. The financial statements, both
standalone and consolidated, are prepared in accordance with applicable
accounting standards and as per Schedule III of the Companies Act,2013
and applicable rules thereto.
In addition to the consolidated financial statements, a detailed
financial statement containing the salient features of the financial
statement of each of the subsidiary companies as included in the
consolidation of financial statements as on March 31, 2015 is annexed
herewith as Annexure I ( Form AOC 1) and forms part of this Report.
8. Directors Responsibility Statement :
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for the same period;
c) the directors have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively
9. Corporate Social Responsibility
The provisions of the Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet.
10. Insurance
The Company's property, equipments and stocks are adequately insured
against major risks after taking into account all the relevant factors.
11. Internal Control Systems and their Adequacy
The Company has in place adequate internal controls commensurate with
the size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Auditors report to the
Chairman of the Audit Committee of the Board. Internal Auditors monitor
and evaluate the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its
subsidiaries.
Based on the report of Internal Auditors, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.
12. Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act, 2013
and applicable rules thereto, Mr. Satish Panchariya (DIN:00042934),
Executive Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, seeks
re-appointment. Your Directors recommend his reappointment for your
approval.
The Board of Directors of the Company at their meeting held on March
31, 2015 and August 14, 2015 appointed Ms. Kunti Rattanshi
(DIN:07144769) and Mr. Harsh Upadhyay (DIN: 07263779) respectively, as
an Additional Director (Independent) with immediate effect, who shall
hold his office till the next Annual General meeting. Based on the
application received from Ms. Kunti Rattanshi and Mr. Harsh Upadhyay
proposing their candidature as Independent Director, the proposed
resolution for their appointment as an Independent Director forms part
of the Notice convening Annual General Meeting. Your Directors
recommend their appointment for your approval.
In compliance with Section 149, 152, Schedule IV and other applicable
provisions of the Companies Act, 2013 read with Companies (Appointment
and Qualification Confirmation of Appointment of Directors) Rules, 2014
and Clause 49 of the Listing Agreement, the shareholders of the Company
at their meeting held on September 30, 2014 had approved the
appointments of Mr. Hussain Shattaf (DIN: 02321306), Mr. Dushyant Kumar
(DIN: 03097822) and Mr. Rakesh Roopram Sharma(DIN: 06384452) as an
Independent Directors of the Company for a first term of five years and
to hold the office till September 30, 2019.
During the period under review Mr. Dushyant Kumar (DIN: 03097822), Non
Executive Independent Director of the Company, tendered his resignation
w.e.f. February 13, 2015. The Board placed on record its deep
appreciation for Mr. Dushyant Kumar and thanked him for his
significant contributions and valuable guidance during his association
with the Company.
The Board noted with deep regret the sad demise of Mr. Vinod Ahuja
(DIN: 05214206), Non Executive Director of the Company on April 22,
2015 and recorded its appreciation towards the guidance offered by Mr.
Vinod Ahuja during his life time as a member of the Board and as a
Chairman of the Company During the period under review, Mr. Shailesh
Bapat, resigned as Company Secretary of the Company on October 9, 2014
and Ms. Tanu Singh was appointed as a Company Secretary and Compliance
Officer of the Company with immediate effect. Ms. Vineeta Dwivedi was
appointed as Chief Executive Officer (CEO) of the Company on August 14,
2015.
Declaration by Independent Director(s)
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149 (6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and other Committees.
The board's performance for the current year was assessed on the basis
of participation of directors, quality of information
provided/available, quality of discussion and contribution etc. A
structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering the aforesaid aspects of
the Board's functioning. The overall performance of the Board and
Committee's of the Board was found satisfactory.
The overall performance of Chairman, Executive Directors and the
Non-executive Directors of the Company is satisfactory. The review of
performance was based on the criteria of performance, knowledge,
analysis, quality of decision making etc.
Nomination and Remuneration Policy
The Board has, 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. The
Remuneration Policy is stated in the Corporate Governance Report.
13. Auditors & Auditors' Report Statutory Auditor
M/s. Agrawal Jain & Gupta (Firm registration No : 0135838C), Chartered
Accountants, Statutory Auditors of the Company, holds office till the
conclusion of the ensuing Annual General Meeting and are eligible for
re- appointment.They have confirmed their eligibility to the effect
that their re-appointment, if made, would be within the prescribed
limits under 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. The
Auditors' Report does not contain any qualification, reservation or
adverse remark. Internal Auditor During the period under review Mr.
Sunil Sureka (M.No. 139836),Chartered Accountant, is appointed as an
Internal Auditor of the Company in order to conduct the Internal Audit
of the Company
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Vishal N. Manseta
(M.No. 25183), Practicing Company Secretary to undertake the
Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith marked as Annexure II
(Form MR-3) to this Report. The Secretarial Audit Report does not
contain any qualification, reservations or adverse remark.
14. Disclosures Audit Committee
The Audit Committee comprises of Independent Directors namely Mr.
Rakesh Roopram Sharma (Chairman), Mr. Hussain Shattaf and Ms. Kunti
Rattanshi as members. The Audit Committee played an important role
during the year. It coordinated with the Statutory Auditors, Internal
Auditors and other key personnel of the Company and has rendered
guidance in the areas of internal audit and control, finance and
accounts. All the recommendations made by the Audit Committee were
accepted by the Board. 5 meetings of the Audit Committee were held
during the year.
Stakeholders' Relationship Committee
The Committee has met nine times during the year. With the compulsory
dematerialization of the Company's shares and electronic mode of
transfers, postal dispatches which led to usual complaints, have been
minimized. At the year end, 97.08% of the total shares were
dematerialized with no unresolved pending investor grievances.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee recommends to the Board the
suitability of candidates for appointment as Key Managerial Personnel,
Directors and the remuneration packages payable to them and other
employees. Nomination and Remuneration Committee met one time during
the year.
Vigil Mechanism / Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established.
The Vigil Mechanism Policy has been uploaded on the website of the
Company at www.kserasera.com under Investor Relations >Code of Conduct>
Whistle Blower Policy
Meetings of Board
The Board of Directors duly met 13 times during the financial year from
April 01, 2014 to March 31, 2015. The dates on which meetings were held
are as follows:
(i) 01.04.2014, (ii)16.05.2014 (iii)30.05.2014 (iv) 07.07.2014, (v)
25.07.2014, (vi) 01.08.2014 (vii) 12.08.2014, (viii) 05.09.2014, (ix)
14.11.2014,(x) 08.01.2015 (xi)11.02.2015, (xii)16.03.2015, (xiii)
31.03.2015.
Particulars of Loans, Investments, Guarantees by the Company
The particulars of loans, guarantees and investments made/given by the
Company in the year 2014 -2015 as per Section 186 of the Companies Act,
2013 is stated in the Notes to Account which forms part of this Annual
Report.
Particulars of Contracts or Arrangements with Related Parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Companies Act,2013. Information on transactions
with related parties pursuant to Section 134(3)(h) of the Act read with
rule8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure
III in Form AOC-2 and the same forms part of this report.
Deposits, Loans and Advances
Your Company has not accepted any Public Deposits falling within the
purview of section 73 of the Companies Act, 2013. As such, no amount on
account of principal or interests on public deposits was outstanding,
as on March 31, 2015. The details of loans and advances, which are
required to be disclosed in the Company's annual accounts, pursuant to
Clause 32 of the Listing Agreement with the Stock Exchanges, are
mentioned in Notes to accounts forming a part of this Report.
Policy on Related Party Transactions:
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules thereunder and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at www.kserasera.com
under investor relation>code of conduct>policy on related party
transaction.
Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
Company has Sexual Harassment Policy in place and available on
Company's website. During the year under review, there were no
complaints from any of the employee.
15. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-IV.
16. Conservation of Energy, Technology Absorption, Foreign Exchange
The provisions of Section 134(3)(m) of the Companies Act, 2013,
relating to conservation of energy and technology absorption are not
applicable to the Company. However, the Company has been continuously
and extensively using technology in its operations.
There were no foreign exchange earnings and foreign exchange outgo
during the year and in previous year.
17. Particulars of Employees and Directors
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
During the period under review the company had one Executive and one
Non Executive Director and they were not paid any remuneration etc.
Further, no sitting fees has been paid to any director during the year.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Management Personnel was in accordance
with remuneration policy adopted by the company.
The information required pursuant to section 197(12) read with rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect to remuneration to the Whole time directors and
Key managerial Personnel, is prepared separately forming part of this
report.
Having regard to the first proviso of section 136 (1) of the Companies
Act, 2013 the Annual Report is being sent to the members of the Company
excluding the aforesaid information. However the said information is
available for inspection at the Registered Office of the Company before
21 days of the ensuing Annual General Meeting during business hours on
working days.
18. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and Company's operations in future There are no significant material
orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
19. Share Capital Increase in Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
2,135,875,070 (in previous year Rs. 2,079,386,340). During the period
under review the company had issued and allotted 56,48,873 equity
shares of face value of Rs. 10/- each at the rate of Rs. 14.16/- per
share on preferential basis pursuant to the conversion of Optionally
Convertible Redeemable Bonds (OCRBs). However the listing permission
from the NSE and BSE for the aforesaid issue of equity shares is
awaited
Subdivision of face value of equity shares from Rs. 10/- each to Re.
1/- each
During the period under review, the Company had passed special
resolution for the purpose of sub division of face value of equity
shares from Rs. 10/- each to Re. 1/- each vide postal ballot resolution
result declared as on March 05, 2015. The Record date fixed for the
credit of securities was on March 31, 2015 and the securities were
credited as on April 01, 2015 and the new share certificates were
dispatched with face value of Re 1/- each to the shareholders holding
shares in physical form. The existing share certificates with face
value of Rs. 10/- each is automatically cancelled and is of no effect
on and from the record date of sub division of equity shares. Further
the ISIN No. of the Company was changed from INE216D01018 to
INE216D01026pursuant to sub division of face value of equity shares.
20. Corporate Governance and Shareholders Information
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual report. Certificate
from the Practicing Company Secretary, confirming the compliance with
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement is included as a part of this report.
21. Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the
financial year 2015-16 to NSE and BSE where the Company's shares are
listed
22. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company's Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place on
record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company at all levels.
For and on behalf of Board of directors
Satish Panchariya Rakesh Sharma
Executive Chairman & Director Director
Place: Mumbai DIN: 00042934 DIN:06384452
Date: August 14, 2015
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2014.
1. Financial Highlights : (Rupees In Lacs)
Particulars Standalone
2013-14 2012-13
Revenue from operations & other
operating income - 3.15
Profit/(Loss) Before Taxation
& Exceptional Items (1832.58) (195.59)
Add: Exceptional items - -
Profit/(Loss) before tax (1832.58) (195.59)
Less: Tax expenses 54.49 (286.38)
Profit/(Loss) after Taxation (1887.07) 90.79
Balance Brought forward from the
previous year (2203.69) (2294.48)
Balance carried forward to
next year (4090.76) (2203.69)
(Rupees In Lacs)
Particulars Consolidated
2013-14 2012-13
Revenue from operations & other
operating income 5994.03 11018.08
Profit/(Loss) Before Taxation
& Exceptional Items (1601.10) 236.00
Add: Exceptional items - -
Profit/(Loss) before tax (1601.10) 236.00
Less: Tax expenses (58.65) (366.82)
Profit/(Loss) after Taxation (1542.45) 602.82
Balance Brought forward from the
previous year 27,398.58 22,167.08
Balance carried forward to
next year 25,856.14 27,398.58
2. Company performance:
During the financial year ended 31st March 2014, the total revenue on a
consolidated basis was Rs.6,480.24 Lacs. The Company has incurred post
tax loss of Rs. 1,542.45 Lacs for financial year 2013-14 as against
profit of Rs. 602.82 Lacs in the previous year.
On standalone basis total revenue was NIL. The post tax loss for the
financial year 2013-14 was Rs.1887.07 Lacs viz-a-viz Profit of Rs.99.79
Lacs in the previous year.
3. Dividend:
The Board of Directors do not recommended dividend for the year ended
31st March, 2014.
4. Subsidaries:
The Company has following subsidiaries
K Sera Sera Digital Cinema Private Limited - India
K Sera Sera Box Office Private Limited-India
K Sera Sera Miniplex Limited- India
K Sera Sera Productions FZE- UAE
K Bazaar Online Trading Private Limited-India
The Company has following step-down subsidiaries
K Kampus Education Private Limited - India
K Sera Sera Consultancy Private Limited - India
K Sera Sera Holdings Pty Limited - Australia
KSS Capital Limited - Bermuda
The statement pursuant to section 212 of the Companies Act, 1956
containing details of the Company''s subsidiaries is attached.
5. Presentation of Financial Statements:
The Ministry of Corporate Affairs (MCA) vide notification dated 28
February 2011 amended the existing Schedule VI to the Companies Act,
1956. The revised Schedule VI is applicable from financial year
commencing from 1 April 2011. The financial statements of your Company
for the year ended 31 March 2013 have been prepared in accordance with
the revised Schedule VI and accordingly, the previous year''s figures
have been reclassified/ regrouped to conform to this year''s
classification.
6. Consolidated Accounts:
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8 February 2011 had granted an exemption to companies from
complying with Section 212 of the Companies Act, 1956, provided such
companies fulfil conditions mentioned in the said circular.
Accordingly, the Board of Directors of your Company at its meeting held
on 30th May 2014 approved the audited consolidated financial statements
for the financial year 2013-14 in accordance with the Accounting
Standard (AS-21) and other Accounting Standards issued by the Institute
of Chartered Accountants of India as well as Clause 32 of the Listing
Agreement, which include financial information of all its subsidiaries,
and forms part of this report. The Consolidated Financial Statements of
your Company for the financial year 2013-14, have been prepared in
compliance with applicable Accounting Standards.
The annual accounts and financial statements of the subsidiary
companies of your Company and related detailed information shall be
made available to members on request and are open for inspection at the
Corporate Office of your Company during business hours on working days
up to the date of Annual General Meeting. Your Company has complied
with all the conditions as stated in the circular and accordingly has
not attached the financial statements of its subsidiary companies for
the financial year 2013-14. A statement of summarized financials of all
subsidiaries of your Company pursuant to the circular issued by the
Ministry of Corporate Affairs, forms part of this report.
7. Corporate Governance & Management Discussion and Analysis Report:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report along with Certificate by
the Auditors of the Company on its Compliance, Management Discussion
and Analysis Report forms a part of this Annual Report.
8. Directors:
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Brigadier Vinod Ahuja retires
by rotation, and being eligible offers themselves for re-appointment.
Appropriate resolutions for re-appointment of aforesaid directors are
being moved at the ensuing Annual General Meeting. Brief resume of
retiring directors are given in the notice of Annual General Meeting.
9. Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibilities Statement, the
Directors of the company hereby state and confirm that:
(1) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(2) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2013 and of the profits / losses of the
Company for the year ended on that date.
(3) They have 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.
(4) They have prepared the annual accounts on a going concern basis.
10. Public Deposits:
The Company has accepted any deposits from public in accordance with
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of Deposit) Rules,1975.
11. Insurance:
The Company''s property, equipments and stocks are adequately insured
against major risks after taking into account all the relevant factors.
12. Particulars of Employees:
None of the Employees of the Company is following in the limits covered
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
13. Conservation of Energy and Technology Absorption:
Considering nature of activities carried on by the Company information
required to be provided under Section 217(1)(e) of the Companies
Act,1956,read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, in relation to Conservation of
Energy and Technology Absorption are currently not applicable to the
Company.
14. Auditors:
M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory
Auditors of the Company at the conclusion of the ensuing Annual General
Meeting. The Statutory Auditors have confirmed their eligibility and
willingness to accept the office on re- appointment. The necessary
resolution seeking your approval for re-appointment of Statutory
Auditors has been incorporated in the Notice convening Annual General
Meeting.
15. Internal Control System:
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
16. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company''s Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place on
record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
Statement pursuant to Section 212(1) (e) of the Companies Act, 1956
with respect to subsidiary companies
For and on behalf of the Board of Directors
Director
Place: Mumbai
Date: 30.05.2014
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the Eighteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2013.
1. Financial Highlights (Rs. In Lacs)
Particulars Standalone
Consolidated
2012-2013 2011-12 2012-13 2011-12
Revenue from operations 3.15 356.25 11,018.08 11,122.35
& other
operating income
Profit/(Loss)
Before Taxation (195.59) (777.46) 236.00 92.73
& Exceptional Items
Add: Exceptional items - (729.74) - (729.74)
Profit/(Loss)
before tax (195.59) (1507.20) 236.00 (637.01)
Less: Tax expenses (286.38) (284.70) (366.82) (278.68)
Profit/(Loss)
after Taxation 90.79 (1791.90) 602.82 (915.68)
Balance Brought forward (2294.48) (502.58) 22,167.08 23,083.77
from the
previous year
Balance carried (2203.69) (2294.48) 27,398.58 22,167.08
forward to next
year
2. Company performance
During the financial year ended 31st March 2013, the total revenue on a
consolidated basis was Rs.11, 018.08 Lacs. The Company has incurred
post tax Profit of Rs.602.82 Lacs for financial year 2012-13 as against
Loss of Rs.915.68 Lacs in the previous year.
On standalone basis total revenue stood at Rs.3.15 Lacs. The post tax
profit for the financial year 2012-13 was Rs.90.79 Lacs viz-a-viz loss
of Rs.1791.90 Lacs in the previous year.
3. Dividend
The Board of Directors do not recommended dividend for the year ended
31st March, 2013.
4. Subsidaries
The Company has following subsidiaries
K Sera Sera Digital Cinema Private Limited - India K Sera Sera Box
Office Private Limited-India K Sera Sera Miniplex Private Limited-
India K Sera Sera Productions FZE- UAE K Bazaar Online Trading Private
Limited-India
The Company has following step-down subsidiaries
K Kampus Education Private Limited - India K Sera Sera Consultancy
Private Limited - India K Sera Sera Holdings Pty Limited - Australia
KSS Capital Limited - Bermuda
The statement pursuant to section 212 of the Companies Act, 1956
containing details of the Company''s subsidiaries is attached.
5. Presentation of Financial Statements
The Ministry of Corporate Affairs (MCA) vide notification dated 28
February 2011 amended the existing Schedule VI to the Companies Act,
1956. The revised Schedule VI is applicable from financial year
commencing from 1 April 2011. The financial statements of your Company
for the year ended 31 March 2013 have been prepared in accordance with
the revised Schedule VI and accordingly, the previous year''s figures
have been reclassified/ regrouped to conform to this year''s
classification.
6. Consolidated Accounts
The Ministry of Corporate Affairs (MCA) by General Circular No.2/2011
dated 8 February 2011 had granted an exemption to companies from
complying with Section 212 of the Companies Act, 1956, provided such
companies fulfill conditions mentioned in the said circular.
Accordingly, the Board of Directors of your Company at its meeting held
on 30th May 2013 approved the audited consolidated financial statements
for the financial year 2012-13 in accordance with the Accounting
Standard (AS-21) and other Accounting Standards issued by the Institute
of Chartered Accountants of India as well as Clause 32 of the Listing
Agreement, which include financial information of all its subsidiaries,
and forms part of this report. The Consolidated Financial Statements of
your Company for the financial year 2012- 13, have been prepared in
compliance with applicable Accounting Standards.
The annual accounts and financial statements of the subsidiary
companies of your Company and related detailed information shall be
made available to members on request and are open for inspection at the
Corporate Office of your Company during business hours on working days
up to the date of Annual General Meeting. Your Company has complied
with all the conditions as stated in the circular and accordingly has
not attached the financial statements of its subsidiary companies for
the financial year 2012-13. A statement of summarized financials of all
subsidiaries of your Company pursuant to the circular issued by the
Ministry of Corporate Affairs, forms part of this report.
7. Corporate Governance & Management Discussion and Analysis Report :
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report along with Certificate by
the Auditors of the Company on its Compliance, Management Discussion
and Analysis Report forms a part of this Annual Report.
8. Directors :
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Satish Panchariya and Mr.
Rakesh Sharma retire by rotation, and being eligible offers themselves
for re- appointment. Appropriate resolutions for re-appointment of
aforesaid directors are being moved at the ensuing Annual General
Meeting. Brief resume of retiring directors are given in the notice of
Annual General Meeting.
9. Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibilities Statement, the
Directors of the company hereby state and confirm that:
(1) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(2) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2013 and of the profits / losses of the
Company for the year ended on that date.
(3) They have 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.
(4) They have prepared the annual accounts on a going concern basis.
10.. Public Deposits:
The Company has not accepted any deposits from public in accordance
with Section 58A of the Companies Act, 1956.
11. Insurance:
The Company''s property, equipments and stocks are adequately insured
against major risks after taking into account all the relevant factors.
12. Particulars of Employees:
None of the Employees of the Company is following in the limits covered
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
13. Conservation of Energy and Technology Absorption:
Considering nature of activities carried on by the Company ,information
required to be provided under Section 217(1)(e) of the Companies
Act,1956,read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, in relation to Conservation of
Energy and Technology Absorption are currently not applicable to the
Company.
15. Auditors:
M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory
Auditors of the Company at the conclusion of the ensuing Annual General
Meeting. The Statutory Auditors have confirmed their eligibility and
willingness to accept the office on re-appointment. The necessary
resolution seeking your approval for re- appointment of Statutory
Auditors has been incorporated in the Notice convening Annual General
Meeting.
16. Internal Control System:
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
17. Appreciation and Acknowledgements:
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company''s Bankers, clients, media and business
constituents for their valuable assistance and support. The Directors
also acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place on
record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai
Date : 30-5-2013
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Sixteenth Annual Report
together with the Audited Accounts for the year ended 31st March, 2011.
1. FINANCIAL HIGHLIGHTS:
2010-2011 2009-2010
(Rupees) (Rupees)
Profit Before Interest,
Depreciation and Tax 3,27,76,251 4,21,18,972
Less: Interests
Other finance costs 1,96,68,497 3,89,34,729
Depreciation and
Amortization 30,83,615 18,03,007
Profit/(Loss) Before Tax 1,00,24,139 13,81,236
Less: Provision for Taxes
(Currents Deferred) 1,99,66,748 (6,91,63,858)
Profit/(Loss) After Tax (99,42,609) 7,05,45,094
Less: Previous Period Adjustments 0.00 0.00
Less: Appropriations 0.00 0.00
Proposed final dividend
-Equity Shares 0.00 0.00
Tax on Dividend 0.00 0.00
Add/ (Less): Balance Brought
forward from the previous year (40,315,474) (11,08,60,568)
Balance Carried Forward (5,02,58,083) (40,315,474)
2. TURN OVER AND PROFITS:
During the year under review, Turnover was Rs.23,57,59,761 and the
profit before providing depreciation, interest and amortization was Rs.
3,77,14,347 but before tax arrived at Rs. 1,00,24,139. Net Loss after
Tax amounted to Rs. 99,42,609/-.
3. OVERALL PERFORMANCE
During the Financial Year 2010-11 the company has incurred a loss of
Rs. 99,42,609/-. After tax.
4. DIVIDEND:
Due to loss suffered by your Company during the 2010-11, Directors show
their inability to recommend any dividend during the year.
5. FUTURE OUTLOOK:
1. The Company has successfully invested in Citigold Corporation and
and has become the single largest shareholder in Citigold Corporation
Ltd. Citigold Corporation Ltd., Australia is having gold resource of
10m ounces as per JORC guidelines and Citigold's gold deposit is
currently one of the largest and highest grade and with Australia a
preferred destination for Investment, K Sera Sera is looking at this
investment to further enhance the wealth of its shareholders. The
company is also looking for further opportunities in other mining and
other natural resources projects worldwide.
2. Your Company expects to launch Full HD Digital Cinema Projection ,
The content will be delivered to cinemas via satellite.
3. Considering the Global recession, the markets are down, the Economy
is down and the overall atmosphere has become dull. To this dull
market, Cinema is the only ray of hope. With this thinking, the
Management of your Company is considering various options like tie-ups,
Joint ventures, agreements, only Production, only Distribution,
Production and Distribution and etc. To this, the Advancements in
technology, Multiplexes, Corporatization of the industry as a whole,
Digital Cinemas, rise in consumer spending, changing lifestyle has
brought an overall boom in Entertainment Industry.
4. The Company is working on multiple genre model of entertainment and
has switched its focus from Small and Medium Budget films to Medium and
Big Budget films. The Company has signed agreements with leading
Production Houses, Directors and other film makers. The Company has
number of projects which are at different stages of production and are
scheduled for release in coming years.
5. DIVERSIFICATION
Your Company identified gold as a worthwhile mineral to pursue its
presence in the mining sector. The prices of gold have witnessed steady
ride in last few years and medium long term predictions are very
bullish. Investment in gold continues to be a "hedge against inflation"
and a "secured" investment given its easy availability and liquidity.
It is pursuing global opportunities, developing expertise and
developing strategies of either Merger & Acquisitions, Joint Venture
etc. details are covered in MDA.
6. SUBSIDIARIES:
The Company has following subsidiaries
1) K Sera Sera Digital Cinema Pvt. Ltd. (Formerly known as K Sera Sera
Technologies Pvt Ltd)
2) K Sera Sera Box Office Pvt. Ltd.
3) K Sera Sera Miniplex Pvt. Ltd.
4) K Sera Sera Productions FZE- UAE
5) K Bazaar Online Trading Pvt Ltd
The Company has following step-down subsidiaries
1) KKampus Education Pvt Ltd India
2) K Sera Sera Consultancy Pvt Ltd India
3) K Sera Sera Holdings Pty Ltd- Australia
4) KSS Capital Limited - Bermuda
The statement pursuant to section 212 of the Companies Act, 1956
containing details of the Company's subsidiaries is attached.
7. CONSOLIDATED FINANCIALS:
The Audited Consolidated Financial Statements for the year ended 31st
March 2011 are annexed to this report. Statement pursuant to Section
212(1) (e) of the Companies Act, 1956 also forms part of this Annual
Report.
We believe that the Consolidated Financial Statements present a more
comprehensive picture rather than the standalone financial statements
of K Sera Sera Ltd. and each of its subsidiaries. The Ministry of
Corporate Affairs, Government of India has exempted Vide its Circular
with respect to presenting detailed financial statement of its
subsidiary.
However, the summary of financial information of each subsidiary
regarding Share Capital, Reserves and Surplus, Total Assets, Total
Liabilities, our holding in the Subsidiary, Sales and other income,
profit before taxation, provision for taxation, profit after taxation
and proposed dividend have been separately furnished forming part of
this Annual Report.
The Company will make available the annual accounts of the subsidiary
companies and the related detailed information upon request by any
member of the Company. These documents/details will also be available
for inspection by any member of the Company at its registered office
during business hours on working days upto the date of the Annual
General Meeting.
8. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the listing agreement with the Stock Exchange,
the Corporate Governance Report along with Certificate by the Auditors
of the Company on its Compliance, Management Discussion and Analysis
Report forms a part of this Annual Report.
9. DIRECTORS:
Resignation of Director:-
Mr. Dhiren Toprani resigned from the Board of your company with effect
from 02nd June, 2011. The Board places on record its sincere
appreciation for the valuable guidance and contribution made by Mr.
Dhiren Toprani in the deliberations of the Board during his tenure.
Retiring Directors by Rotation:-
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Prakashkumar Shah and Mr.
Rajeev Benara retire by rotation, and being eligible offers themselves
for re- appointment. Appropriate resolutions for re- appointment of
aforesaid directors are being moved at the ensuing Annual General
Meeting. Brief resume of retiring directors are given in the notice of
Annual General Meeting.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibilities Statement, the
Directors of the company hereby state and confirm that:
(1) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(2) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2011 and of the profits/losses of the
Company for the year ended on that date.
(3) They have 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.
(4) They have prepared the annual accounts on a going concern basis.
11. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public in accordance
with Section 58A of the Companies Act, 1956.
12. PARTICULARS OF EMPLOYEES:
None of the Employees of the Company is following in the limits covered
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Considering nature of activities carried on by the Company and the list
of industries included in the Companies (Disclosure of Particulars in
the report of the Board of Directors) Rules,1988, the provisions
relating to conservation of energy and technology absorption do not
apply to the company. Hence, information pertaining to the same is not
provided.
14. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Rupees)
Foreign Exchange Earnings: 23,52,14,446/-
Foreign Exchange Outgo: 31,08,09,269/-
15. AUDITORS:
M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory
Auditors of the Company at the conclusion of the ensuing Annual General
Meeting. The Statutory Auditors have confirmed their eligibility and
willingness to accept the office on re-appointment. The necessary
resolution seeking your approval for re- appointment of Statutory
Auditors has been incorporated in the Notice convening Annual General
Meeting.
16. INTERNAL CONTROL SYSTEM:
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
17. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company's Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place on
record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
For and on behalf of the Board of Directors
Sanjay Lai Husain Shattaf
Managing Director Director
Place: Mumbai
Date: 24th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Fifteenth Annual Report
together with the Audited Accounts for the year ended 31st March, 2010.
1. FINANCIAL HIGHLIGHTS:
2009-10 2008-09
(Rupees) (Rupees)
Profit Before Interest,
Depreciation and Tax 4,21,18,972 4,06,16,107
Less: Interests
other finance costs 3,89,34,729 3,42,49,875
Depreciation and
Amortization 18,03,007 38,21,735
Profit / (Loss) Before Tax 13,81,236 25,44,496
Less: Provision for Taxes
(Currents Deferred) (6,91,63,858) 4,52,98,091
Profit/(Loss) After Tax 7,05,45,094 (4,27,53,595)
Less: Previous Period Adjustments 0 0
Less: Appropriations 0 0
Proposed final dividend
- Equity Shares 0 0
Tax on Dividend 0 0
Add/ (Less): Balance Brought
fcfwardfromthepreviousyear (11,08,60,568) (6,81,06,975)
Balance Carried Forward (40,315,474) (11,08,60,568)
2. TURNOVER AND PROFITS
During the year under review, Turnover was Rs.304,414,534 and the
profit before providing depreciation, interest and amortization was Rs.
4,62,86,502 but before tax arrived at Rs.13,81,236. Net Profit after
Tax amounted to Rs.7,05,45,094/-.
3. OVERALL PERFORMANCE
During the Financial Year 2009-10, the company has earned a profit of
Rs.7,05,45,094 aftertax.
4. DIVIDEND:
Due to loss suffered by your Company during the previous year,
Directors show their inability to recommend any dividend during the
year.
5. FUTURE OUTLOOK:
1. Your Company has taken a conscious decision to diversify into
different industrial segments. This has been necessitated because of
brighter opportunities in the changing global scenario. The Company
continuous to consolidate its presence in Media & Entertainment sector.
Spanning all the verticals - production, Distributions and Exhibition.
In fact it is adding a fourth vertical -Technology.
2. Considering the Global recession, the markets are down, the
Economy is down and the overall atmosphere has become dull. To this
dull market, Cinema is the only ray of hope. With this thinking, the
Management of your Company is considering various options like tie-ups,
Joint ventures, agreements, only Production, only Distribution,
Production and Distribution and etc. To this, the Advancements in
technology, Multiplexes, Corporatization of the industry as a whole,
Digital Cinemas, rise in consumer spending, changing lifestyle has
brought an overall boom in Entertainment Industry.
3. The Company is working on multiple genre model of entertainment and
has switched its focus from Small and Medium Budget films to Medium and
Big Budget films. The Company has signed agreements with leading
Production Houses, Directors and other film makers. The Company has
number of projects which are at media companynd are scheduied
4. DIVERSIFICATION
Your Company is focusing on two lucrative Sectors : -
- Mining & Natural Resources.
- Specialty Resort Development.
It is pursuing global opportunities, developing expertise and
developing strategies of either Merger & Acquisitions, Joint Venture
etc. details are covered in MDA.
6. SUBSIDIARIES:
The Company has incorporated following wholly owned subsidiaries during
the year
1) K Sera Sera Technologies Pvt. Ltd. on 4"1 June, 2009
2) K Sera Sera Box Office Pvt. Ltd. on Wune, 2009
3) K Sera Sera Miniplex Pvt. Ltd. on 2nd February, 2010.
The statement pursuant to section 212 of the Companies Act, 1956
containing details of the Companys subsidiaries is attached.
7. CONSOLIDATED FINANCIALS:
The Audited Consolidated Financial Statements for the year ended 31st
March 2010 are annexed to this report. Statement pursuant to Section
212(1) (e) of the Companies Act, 1956 also forms part of this Annual
Report.
We believe that the Consolidated Financial Statements present a more
comprehensive picture rather than the standalone financial statements
of K Sera Sera Productions Ltd. and each of its subsidiaries. We,
therefore, applied to the Ministry of Corporate Affairs, Government of
India and sought exemption from the requirement to present detailed
financial statements of each subsidiary.
However, the summary of financial information of each subsidiary
regarding Share Capital, Reserves and Surplus, Total Assets, Total
Liabilities, our holding in the Subsidiary, Sales and other income,
profit before taxation, provision for taxation, profit after taxation
and proposed dividend have been separately furnished forming part of
this Annual Report.
The Company will make available the annual accounts of the subsidiary
companies and the related detailed information upon request by any
member Company at its registeree omce suring ivuseness hours on working
days upto the date of the Annual General Meeting.
8. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the listing agreement with the Stock Exchange,
the Corporate Governance Report along with Certificate by the Auditors
of the Company on its Compliance, Management Discussion and Analysis
Report forms a part of this Annual Report.
9. DIRECTORS:
Resignation of Director- Mr. Anuraj Benara resigned from the Board of
your company with effect from 9th January, 2010. The Board places on
record its sincere appreciation for the valuable guidance and
contribution made by Mr. Anuraj Benara in the deliberations of the
Board during his tenure.
Retiring Directors by Rotation:-
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Husain Shattaf retires by
rotation, and being eligible offers himself for re-appointment.
Appropriate resolutions for re-appointment of aforesaid directors are
being moved at the ensuing Annual General Meeting. Brief resume of
retiring directors are given in the notice of Annual General Meeting.
à Additional Directors:-
1. In accordance with Section 260 of the Companies Act 1956 and
Articles of Association of the Company, Mr. Rajeev Benara was appointed
as Additional Director with effect from 9th January, 2010.
Mr. Rajeev Benara holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his intention to propose the appointment of Mr.
Rajeev Benara as Director of the company and appropriate resolutions
for their appointment are being moved at the ensuing Annual General
Meeting.
2. In accordance with Section 260 of the Companies Act 1956 and
Articles of Association of the Company, Mr. Dushyant Kumar was
appointed as Additional Director with effect from 29th June, 2010.
Mr. Dusdyant cumar mopas once up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his intention to propose the appointment of Mr.
Dushyant Kumar as Director of the company and appropriate resolutions
fortheir appointment are being moved at the ensuing Annual General
Meeting.
3. In accordance with Section 260 of the Companies Act 1956 and
Articles of Association of the Company, Mr. Dhiren Toprani was
appointed as Additional Directorwith effect from 30th September, 2010.
Mr. Dhiren Toprani holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice from one of the
Member signifying his intention to propose the appointment of Mr.
Dhiren Toprani as Director of the company and appropriate resolutions
for their appointment are being moved at the ensuing Annual General
Meeting.
10. DIRECTORS RESPONSIBILITYSTATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibilities Statement, the
Directors of the company hereby state and confirm that:
(1) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(2) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2010 and of the profits / losses of the
Company for the year ended on that date.
(3) They have 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.
(4) They have prepared the annual accounts on a going concern basis.
11. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public in accordance
with Section 58A of the Companies Act, 1956.
12. PARTICULARS The mos
None of the Employees of the Company is following in the limits covered
under Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Considering nature of activities carried on by the Company and the list
of industries included in the Companies (Disclosure of Particulars in
the report of the Board of Directors) Rules,1988, the provisions
relating to conservation of energy and technology absorption do not
apply to the company. Hence, information pertaining to the same is not
provided.
14. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Rupees)
Foreign Exchange Earnings : 1,20,54,148/-
Foreign Exchange Outgo 3,49,212/-
15. AUDITORS:
M/s. Agrawal Jain and Gupta, Chartered Accountants, retire as Statutory
Auditors of the Company at the conclusion of the ensuing Annual General
Meeting. The Statutory Auditors have a confirmed their eligibility and
willingness to accept the office on re-appointment. The necessary
resolution seeking your approval for re-appointment of Statutory
Auditors has been incorporated in the Notice convening Annual General
Meeting.
16. INTERNAL CONTROL SYSTEM:
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
17. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Companys Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place
on record their appreciation for the sincere and dedicated services
rendered by all media comp panyy
For and on behalf of the Board of Directors
Sd/- Sd/-
Sanjay Lal Husain Shattaf
Managing Director Director
Place: Mumbai
Date: 25th October, 2010
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