Your Directors hereby submit their Twenty Seventh Annual Report on theoperations of the Company together with the Audited Financial Statements for the financialyear ended March 31 2016.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2016 is summarisedbelow:
| || ||Rs. in Lakhs |
|Particulars ||Current Year 2015-16 ||Previous Year 2014-15 |
|Sales ||46441.83 ||44898.48 |
|Other Income ||436.78 ||195.79 |
|Profit before Depreciation Interest and Tax (PBDIT) ||3204.54 ||1553.43 |
|Less: Interest ||3732.34 ||3951.18 |
|Less: Depreciation ||1453.02 ||1378.47 |
|Profit before Tax ||(1980.82) ||(3776.23) |
|ProvisionforTaxation -IncomeTax ||- ||136.90 |
|- Deferred Tax ||(449.32) ||(128.66) |
|- (Short)/Excess Provision ||- ||- |
|- Mat Credit Entitlement (For Earlier Year) ||- ||- |
|Net Profit After Tax ||(1531.50) ||(3784.46) |
|Balance brought forward ||878.60 ||4581.14 |
|Balance available for Appropriation ||(652.9) ||796.68 |
|Appropriation || || |
|Proposed Dividend ||- ||- |
|Relinquishment of Dividend ||- ||81.92 |
|Amortisation of goodwill ||- ||- |
|Impairment of the Assets ||(239.52) ||- |
|Balance carried to Balance Sheet ||(892.42) ||878.60 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the Company has incurred a total loss of Rs.1531.50 Lakhsas compared to the total loss of 3784.46 Lakhs in the previous year. This year the Companyhas tried to reduce its losses and has succeeded also upto certain extent as compared toprevious year. The directors are hopeful for the bright future of the Company in the yearsto come.
During the year under review turnover of your Company is Rs.46441.83 Lakhs ascompared to the turnover of Rs.44898.48 Lakhs in the previous year. Due to adverse marketconditions and global recession the net loss during the year under review is '1531.50Lakhs compared to the net loss of Rs.3784.46 Lakhs in the previous year.
Your Company is relentlessly putting all its efforts to reduce the cost and improve theoperating margins and is trying its level best to improve the numbers in the coming futureand thereby increasing the stakeholders interest.
In view of accumulated losses your directors are unable to declare any dividend forthe year under review.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and as such noaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.
5. MATERIAL CHANGES:
During thefinancial year 2015-16 there are no material changes affecting thefinancialposition of the Company and affecting the Financial Statements.
6. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors make thefollowing statements to the best of their knowledge and ability:
a. That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures and there are no material departure.
b. That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit or loss of the Company for the FY ended onthat date;
c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That they have laid down proper internal financial controls which are to be followedby the Company and thereafter ensuring it's adequacy and operating efficiency.
f. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AshokAggarwal retires by rotation at this AGM of the Company and being eligible has offeredhimself for re-appointment.
The Board of Directors in their meeting held on August 052016 accepted theresignation of Mr. Vijay Aggarwal from Chairmanship of the Company due to age and healthissues though he showed his willingness to continue as the Whole-time Director of theCompany. In the same Meeting Mr. Sanjeev Aggarwal was appointed as Chairman of theCompany and his designation was changed from Joint Managing Director to Managing Director.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
Pursuant to the provisions of Section 203 of the said Act the Key Managerial Personnelof the Company are Mr. Sanjeev Aggarwal - Joint Managing Director (now re-designated asManaging Director) Mr. Suresh Purohit - Chief Financial Officer Mrs. Priyanka Chauhan -Company Secretary. Mr. Abhaya Shankar - Chief Executive Officer resigned from the Companyon December 15 2015.
8. NUMBER OF MEETINGS OF THE BOARD:
Four meetings of the board were held during the year. For details of the meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.
9. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of individual Directors including the Chairman of theBoard were evaluated on parameters such as level of engagement constructive contributionand inputs in meetings and independence of judgement thereby safeguarding the interests ofthe Company. The performance of the Board as a whole and its Committee were evaluatedbased on criteria such as Board/ Committee composition and structure effective ofboard/committee meeting process information and functioning etc.
In a separate meeting of the Independent Directors performance of the non-independentdirectors performance of the Board as whole and performance of the Chairman wasevaluated. Performance Evaluation of the Independent Directors was done by the entireboard excluding the independent director being evaluated.
10. POLICY ON DIRECTORS Rs.APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors Rs.appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
11. AUDITORS & AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Act and rules framed thereunder duringthe financial year M/s. ADV & Associates Chartered Accountants Mumbai (FirmRegistration No. 128045W) has been proposed to be appointed as the Statutory Auditors ofthe Company in place of the retiring auditors M/s. Mittal & Associates who shall holdoffice from the conclusion of the ensuing Annual General Meeting until the conclusion ofthe Annual General Meeting of the year 2020-21. The Company has received an affirmationthat no disqualification is attracted as defined under Sec 141(3) and their appointmentif made would be within the prescribed limits under Section 141(3)(g) of the CompaniesAct 2013 . The Notes on Financial Statements referred to in the Auditors Rs.Report areself-explanatory and do not call for any further comments.
As per Section 148 of the Act the Company has appointed M/s. Bhanwarlal Gurjar& Co. Cost Accountants for conducting the audit of cost records of the Companyduring the financial year.
As per Section 204 of the Act Secretarial Audit Report from M/s. R L &Associates Practising Company Secretaries (Certificate of Practice No. 11472) formsan integral part ofthis Directors Report as "Annexure A." The SecretarialReport does not contain any qualifications reservations or adverse remark.
12. INTERNAL FINANCIAL CONTROLS
The Companies Act 2013 now requires auditors to also opine on whether a Company hasan adequate internal financial controls (IFC) system in place and the operatingeffectiveness of such controls which is in addition to the existing audit opinion onfinancial statements. For this the Company has set up an Internal Control Systemcommensurate with the size scale and complexity of its operations. The Internal AuditDepartment monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company.
This enables the Company to maintain accurate records detect defect or non-compliancesat an earlier stage and thereby enables the management to undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board. All the transactions are properly authorised recorded andreported to the Management. The Company is following the applicable Accounting Standardsfor properly maintaining the books of account and reporting Financial Statements.
13. SHARE CAPITAL
The Issued Subscribed and Paid-Up Equity Share Capital as on March 31 2016 wasRs.2032.51 Lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor granted any stocks options or sweat equity. As on March 312016 none of the Directors of the Company hold any instrument convertible into equityshares of the Company. On April 162016 the Company allotted 1138000 Equity Shares onPreferential basis to the Promoters and Promoter Group of the Company in compliance withthe provisions of the SEBI (ICDR) Regualtions 2009 and any amendments thereto due towhich the issued subscribed and Paid -up Capital of the Company stands increased from2032.51 to Rs.2146.30 Lakhs.
14. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act 2013 the extract of AnnualReturn is given in "Annexure B" in the prescribed Form MGT-9 which formsan integral part of this report.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186
Details of Loan Guarantees and Investments covered under the provisions of the Actare given in the notes to the Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
None of the transactions entered with the related party falls under the purview ofSection 188 of the Companies Act 2013. All related party transactions that were enteredinto during the financial year were on arm's length basis and were in the ordinary courseof the business. During the financial year the Company has not entered into materiallysignificant related party transactions with the Promoters Key Managerial Personnel orother designated person which may have potential conflict with interest of the Company atlarge and dealing of such transaction may be viewed on the Company's website atwww.kisangroup.com . Since all related party transactions entered into by the Company werein the ordinary course of business and were on an arm's length basis Form AOC-2 is notapplicable to the Company.
17. DISCLOSURE REQUIREMENTS :
As per SEBI Listing Regulations corporate governance report with auditorsRs.certificate thereon and management discussion and analysis are attached which formpart of this report.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company aims to integrate energy efficiency into overall operations of the Company.The Company is trying to improve the efficiency of energy production and consumptionpattern wherever required. The information pertaining to conservation of energytechnology absorption Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 is as follows:
POWER AND FUEL CONSUMPTION:
|Electricity ||Unit ||2015-16 ||2014-15 |
|Purchased ||KWH ||25648375 || |
|Total Amount ||Rs.In Lakhs ||1542.80 |
|Average Rate per unit || ||6.02 |
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:
The Company's operations do not require significant import of technology. The Companyaims to improve its productivity and quality of its services and products. Innovation is aconstant process and the Company has engaged in improving the product design materialcost productivity etc. as part of this process.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| || ||Rs. in Lakhs |
|Particulars ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|Total Foreign Exchange earned ||17.69 || |
|Total Foreign Exchange used ||3609.68 |
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
Since the elements that threatens the Company's very existence is very minimal theCompany has not undergone under any Risk Management Policy.
The Company doesn't have any Subsidiary Associate or Joint venture.
21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI Listing Regulation a separate report on ManagementDiscussion and Analysis Report forms an integral part of this Report.
23. PARTICULARS OF EMPLOYEES
As provided under Section 136 of the Act the Reports and Accounts of the Company arebeing sent to the Members and others entitled thereto. The particulars of employees areavailable by the Members for inspection at the Registered Office of the Company on workingdays during business hours upto the date of the ensuing AGM. If any member desires toobtain the copy of the same may make an application in writing for the same to the CompanySecretary in this regard. The information required pursuant to Section 197 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the financial year there exist no significant material orders are passed by theRegulators/Courts which would impactthe Company's existence going concern status andfuture operations of the Company.
25. CORPORATE GOVERNANCE REPORT
As per SEBI Listing Regulations a separate Report on Corporate Governance practicesfollowed by the Company together with a Certificate from the Company's Auditorsconfirming compliances forms an integral part of this Report.
Further as per Regulations 17(8) of SEBI Listing Regulations CEO/CFO Certificationconfirming the correctness of the financial statements adequacy of the internal controlmeasures and reporting of matters to the Audit Committee forms an integral part of thisReport.
The directors express their grateful appreciation towards its Clients VendorsInvestors Financial Institutions Bankers Business Associates and the Government andother regulatory authorities for their continued support cooperation and professionalismduring the year. The directors of the Company thank all stakeholders for their valuablesustained support and encouragement towards the conduct of the proficient operation of theCompany and look forward to their continued support in the future. The Directors wouldlike to place on record their gratitude to all the employees who have continued theirsupport during the year. Our consistent growth was made possible by their hardworksolidarity co-operation and support.
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For and on behalf of the Board of Directors
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Kisan Mouldings Limited
|Date: August 05 2016 ||Sanjeev Aggarwal ||Ashok Aggarwal ||Vijay Aggarwal |
|Place: Mumbai ||Chairman & Managing Director ||Whote-time Director ||Whote-time Director |
| ||Priyanka Chauhan ||Suresh Purohit || |
| ||Company Secretary ||Chief Financial Officer || |