TO THE MEMBERS
Your Directors take pleasure in presenting the Ninety Sixth Annual Report of yourCompany together with the Audited Accounts for the year ended 31st March 2018.
SCHEME OF ARRANGEMENT BETWEEN KETTLEWELL BULLEN & COMPANY LIMITED ("THECOMPANY") AND ERSTWHILE GLOSTER LIMITED
The Company's Board of Directors at its meeting held on March 29 2016 had approved theScheme of Arrangement between "the Company" and erstwhile Gloster Limited interms of the provisions of Section 391 to 394 and other applicable provisions of theCompanies Act 1956 & Companies Act 2013 to the extent applicable. The NationalCompany Law Tribunal Kolkata bench vide its order dated 19.01.2018 has sanctioned thesaid Scheme and upon the coming into effect of the Scheme on 30.03.2018 and with effectfrom the Appointed Date i.e. 1st January 2015 the Undertaking of erstwhile GlosterLimited stands transferred to and vested in the Company as a going concern from theappointed date. The principle business activity of the company now is manufacturing ofjute goods. Further as per the scheme the name of the company was also changed fromKettlewell Bullen & Company Ltd to "Gloster Limited".
The highlights of the financial results of the Company for the year ended 31st March2018 are as under:
| || ||( Rs. lakhs) |
| ||Standalone ||Consolidated |
|Particulars ||Year Ended 31.3.2018 ||Year Ended 31.3.2017 ||Year Ended 31.3.2018 ||Year Ended 31.3.2017 |
|Revenue from operations ||46398.50 ||50742.79 ||46398.50 ||50742.79 |
|Other Income ||1460.31 ||1644.67 ||1575.03 ||1776.45 |
|Total ||47858.81 ||52387.46 ||47973.53 ||52519.24 |
|Profit before Tax ||6520.24 ||5133.84 ||6629.49 ||5240.89 |
|Tax Expense ||2391.70 ||1729.09 ||2412.04 ||1746.41 |
|Profit for the year ||4128.54 ||3404.75 ||4217.45 ||3494.48 |
|Other Comprehensive Income (net of tax) ||1497.80 ||1223.72 ||1490.47 ||1214.72 |
|Total Comprehensive Income ||5626.34 ||4628.47 ||5707.92 ||4709.20 |
ADOPTION OF IND AS
Beginning 1st April 2017 the Company has for the first time adopted Ind AS with atransition date of 1st April 2016. The financial statements have been prepared to complyin all material aspects with Indian Accounting Standards (Ind AS) notified under Section133 of the Companies Act 2013 (the Act) [Companies (Indian Accounting Standards) Rules2015 and Companies (Indian Accounting Standards) Amendment Rules 2016] and other relevantprovisions of the Act.
DIVIDEND AND RESERVES
Your Directors are pleased to recommend for your approval a dividend of 100% i.e Rs.10/- per equity share for the year ended 31st March 2018. The total outflows for dividendwill be Rs.659.63 lakhs including Rs. 112.47 lakhs by way of dividend tax.
During the year under review a sum of Rs. 2000 lakhs was transferred to GeneralReserve.
OPERATIONS & STATE OF COMPANY'S AFFAIRS
The production during the year under review has been 48588 MT in comparison to 49279MT in the previous year. Sales and turnover for the year under review stood at 48758 MT& Rs. 45249 lakhs as against 49051 MT & Rs. 49519 lakhs respectivly in theprevious year. For the year under review net profit of the Company stood at Rs. 4128lakhs as against Rs. 3404 lakhs in the previous year. The raw jute crop in theforthcoming jute season is expected to be lower than current jute season and carryover ofstock would also be lower particularly standard and higher grade raw jute. Price of rawjute in the forthcoming jute season is likely to be firm with an upward bias compared tothe previous year.
Various bank facilities of the Company are rated by CRISIL Limited based on Basel IInorms followed by the banks under the guidelines of Reserve Bank of India.
All existing & proposed bank facilities have been reviewed and rated by CRISILLimited and rating for long-term bank facilities is CRISIL A+/Stable' and forshort-term bank facilities and commercial paper rating is CRISIL A1.
CHANGE IN NATURE OF BUSINESS IF ANY
Pursuant to amalgamation of erstwhile Gloster Limited with the Company the nature ofbusiness of the Company has changed from Non Banking Financial Institution activity tomanufacturing of jute products
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
COMPLIANCE WITH PROVISIONS OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)REGULATIONS 2015
Pursuant to amalgamation your company has made listing application vide reference no79293 dated 23.05.2018 at BSE Limited and letter reference no. 42 dated 24.05.2018 at TheCalcutta Stock Exchange Limited. As the Company has applied for listing the Company hasmade all the disclosures as required to be made by a listed entity under Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
Pursuant to amalgamation Gloster Lifestyle Limited and Gloster Specialities Limitedhave become wholly owned subsidiaries of your Company. Pursuant to the provisions ofSection 129(3) of the Companies Act 2013 and IND AS 110 Consolidated FinancialStatements presented by the Company include the financial statement of its subsidiaries.
Further a separate statement containing the salient features of the financialstatements of subsidiaries of the Company in the prescribed Form AOC 1 is attached withthis Report.
The Annual accounts of the subsidiary companies and other related detailed informationwill be kept at the Registered Office of the Company and also at the Registered Office ofthe subsidiary company and will be available to the investors seeking information at anytime during the working hours of the Company except Saturdays. Further as per section 136of the Companies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of eachof the subsidiaries are available at Company's website. A Policy has been formulated fordetermining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations'). The said
PERFORMANCE OF SUBSIDIARY COMPANIES Gloster Lifestyle Limited
The Gross revenue of the Company stood at Rs. 55.49 lakhs (Previous Year Rs.69.52lakhs). Profit after tax for the year stood at Rs. 45.55 Lakhs (Previous Year Rs.46.45lakhs) and Total Comprehensive Income stood at Rs. 41.71 lakhs (Previous YearRs.41.95 lakhs).
Gloster Specialities Limited
The Gross revenue of the Company stood at Rs. 59.23 lakhs (Previous Year Rs. 62.26lakhs). Profit after tax for the year stood at Rs. 43.36 lakhs (Previous Year Rs. 43.28lakhs) and Total Comprehensive Income stood at Rs. 39.86 lakhs (Previous Year Rs. 38.78lakhs)
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements is prepared in accordance with accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014 forms part of the Annual Report and are reffected in theConsolidated Financial Statements of the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the ListingRegulation is attached as Annexure I and forms part of this Report.
The Company practices principles of good corporate governance and lays strong emphasison transparency accountability and integrity. As per Regulation 34 (3) read with ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thedetailed report on Corporate Governance is separately attached and forms part of thisAnnual Report. All the details in the Corporate Governance Report have been updated uptothe date of signing of Directors' Report unless otherwise specifically mentioned inCorporate Governance Report.
The Paid-up share capital of the Company as on 31st March 2018 stood at Rs. 200 lakhs.Pursuant to the scheme of amalgamation the eligible shareholders of erstwhile GlosterLimited have been issued and allotted equity shares of the Company on 10.05.2018 in theaccordance with scheme. Since these equity shares were pending to be allotted as at31.03.2018 the corresponding amount of Rs. 78493.55 lakhs has been reffected under EquityShare Suspense. During the year under review the Company has not granted any stockoptions or sweat equity. As on 31st March 2018 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.
NUMBER OF BOARD MEETINGS HELD
During the financial year ended 31st March 2018 seven Board Meetings were held on15th April 2017 12th May 2017 8th September 2017 15th December 2017 17th January 201828th February 2018 and 27th March 2018. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
The details of number of meetings of the Board held during the Financial Year 2017-18and number of meetings attended by Directors forms part of Corporate Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
As on the date of the report the Company has 3 Independent Directors as detailed below:
|Independent Director ||Date of appointment |
|Sri S.N. Bhattacharya ||27.03.2018 |
|Sri S.B. Mainak ||17.04.2018 |
|Sri Prabir Ray ||17.04.2018 |
During the financial year 2017-18 the criteria for meeting of Independent Directors wasnot applicable to the Company as the Company was not a listed company and provisions ofSchedule IV of Companies Act 2013 were not applicable to the Company.
Prior to scheme of amalgamation becoming effective from 30.03.2018 provisions ofSection 134(3)(p) read with Rule 8 (4) of Companies (Accounts) Rules 2014 are notapplicable to the Company.
COMMITTEES OF THE BOARD
Audit Committee: The composition and terms of reference of the Audit Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.
Nomination and Remuneration Committee : The composition and terms of reference ofthe Nomination and Remuneration committee has been furnished in the Corporate GovernanceReport forming part of this Annual Report.
Stakeholders Relationship Committee: The composition and terms of reference of theStakeholder Relationship committee has been furnished in the Corporate Governance Reportforming part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Section 152 of the Companies Act 2013 andCompany's Articles of Association Smt. Puhpa Devi Bangur Non-Executive Director (DIN -00695640) retires by rotation at the forthcoming Annual General Meeting and beingeligible ofiers herself for re-appointment. As per the provisions of Section 149(1) of theCompanies Act 2013 and Regulation 17(1)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has one Woman Director on its Board. TheCompany have four Key Managerial Personnel - Sri Hemant Bangur appointed as AdditionalDirector w.e.f. 28.02.2018 and Executive Chairman w.e.f. 01.04.2018; Sri Dharam ChandBaheti appointed as Additional Director w.e.f. 28.02.2018 and Managing Director w.e.f.01.04.2018; Sri Ajay Kumar Agarwal appointed as Company Secretary w.e.f. 01.04.2018 andSri Shankar Lal Kedia appointed as CFO w.e.f 01.04.2018.
Sri S.N. Bhattacharya has been appointed as Additional Director (Category Independent) w.e.f 27.03.2018 and Sri S.B. Mainak & Sri Prabir Ray have been appointedas Additional Directors (Category Independent) w.e.f 17.04.2018.
Sri L.N. Bihani resigned as a Director w.e.f. 28.02.2018; Sri O.P. Modani & SmtVinita Bangur resigned as Directors w.e.f. 17.04.2018 and Sri Abhay Gandhi - KMP and SriR.K.Kankani KMP resigned w.e.f. 01.04.2018.
The independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. AFormal Letter setting out the terms and conditions of appointment has been issued to allthe Independent Directors as per the provisions of Companies Act 2013 and the ListingRegulation. The same has been hosted on the Company's website .None of the Directors ofthe Company are disqualified for being appointed as Directors as specified in section164(2) of the Companies Act 2013 and rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
A brief resume of the Directors seeking re-appointment at the ensuing Annual GeneralMeeting is incorporated in the Notice calling the said meeting.
NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Committee has formulated a policy relating to theremuneration for the Directors Key Managerial Personnel and Senior Managerial Personnel.The philosophy for remuneration is based on the commitment of fostering a culture ofleadership with trust. The remuneration policy has been prepared pursuant to theprovisions of Section 178(3) of the Companies Act 2013 Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Nomination & Remuneration Policy is attached as Annexure-II and formspart of this report.
The Independent Directors have been familiarized with the nature of operations of theCompany & the industry in which it operates business model of the Company. PeriodicalBoard Meeting generally once a year is held at the factory preceded by visit of variousprocesses operations and general tour of the factory by the Directors. On an ongoingbasis as part of Agenda of Board / Committee Meetings presentations are regularly made tothe Independent Directors on various matters inter-alia covering the Company's and itssubsidiaries businesses and operations industry and regulatory updates strategyfinance risk management framework role rights responsibilities of the IndependentDirectors under various statutes and other relevant matters. The details offamiliarization programme have been posted in the website .
WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has establishedthe necessary mechanism for employees to report concerns about unethical behavior orsuspected fraud in violation of Company's Code of Conduct or any other point of concern.The mechanism provides for adequate safeguards against victimization of employees andDirectors to avail of the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases.
RELATED PARTY TRASACTIONS
The contracts/arrangements/transactions entered into by the Company with the relatedparties during the financial year under reporting were in ordinary course of business andwere negotiated on an arms' length basis with the intention to further the Company'sinterest. No material Contracts or arrangement with related parties were entered intoduring the year under review. There are no material related party transactions during theyear under review with the Promoters Directors or Key Managerial Personnel. Accordinglyno transactions are being reported in Form No. AOC 2 in terms of section 134 of theAct read with Rule 8 of the Companies (Accounts) Rules 2014. All Related PartyTransactions are placed before the Audit Committee as also to the Board for approval.Where required prior omnibus approval of the Audit Committee is obtained for transactionswhich are of a foreseen and repetitive in nature and the corresponding actual transactionsbecome a subject of review at subsequent Audit Committee Meetings.
The details of the transactions with related parties during 2017-18 are provided in theaccompanying financial statements.
Smt. Pushpa Devi Bangur is mother of Sri Hemant Bangur. Except for this there is noother pecuniary relationship or transactions of the Directors vis-a-vis the Company andinter-se among themselves.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a CSR Committee and has simultaneously approved and adopted a CSR policy basedon the recommendations of the CSR Committee. The said policy is available on thewebsite.The Committee consists of three Members comprising:
|Name of the Members ||Category |
|Smt Pushpa Devi Bangur ||Non-Executive Director |
|Sri Dharam Chand Baheti ||Managing Director |
|Sri Prabir Ray ||Independent Director |
The Report on CSR activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is given in Annexure III and forms part of thisReport.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has effective internal controls in place which are constantly reviewed. TheCompany's internal control system is commensurate with its size scale and operations.Detailed procedures are in place to ensure that all assets are safeguarded and protectedagainst loss.
The Internal Audit is carried on by M/s. R B S C & Co. Chartered Accountants. TheInternal Audit function gives thrust to test and review controls and systems that are inplace. The Audit Committee of the Board also reviews the Internal Audit functions. TheAudit Committee of the Board reviews the Internal Audit Report and corrective actionstaken on the findings are also reported to the Audit Committee. Necessary certification bythe Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of theCompanies Act 2013 forms part of the Audit Report.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns.
The main aim of risk management is to identify monitor and take precautionary measuresin respect of the events that may pose risks for the business. The Company has a RiskManagement procedure in place. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
AUDITORS & AUDITOR'S REPORT
Messrs Price Waterhouse & Co. LLP Chartered Accountants (Firm Registration No.-304026E/E-300009) Statutory Auditors of the Company hold Office up to the 100th AnnualGeneral Meeting of the Company and the said appointment would be proposed for ratificationat the ensuing Annual General Meeting. The Auditor's Report on the financial statementsfor the financial year 2017-18 does not contain any qualifications reservations oradverse remarks.
In accordance with Section 148 of the Companies Act 2013 read with Companies (CostRecords and Audit) Rules 2014 the Board of Directors has appointed M/s D. Radhakrishnan& Co. Cost Accountants as the Cost Auditors of the Company for the Financial Year2018-19 at a remuneration of Rs.50000 plus reimbursement of out of pocket expenses atactuals and applicable taxes. The remuneration needs to be ratified by the shareholders atthe forthcoming Annual General Meeting and a resolution regarding ratification ofremuneration payable to the cost auditor forms part of the notice convening the AnnualGeneral Meeting of the Company.
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules made thereunder M/s. M K B & Associates Company Secretaries are Secretarial Auditor's of theCompany for the financial year 2017-18. The Secretarial Audit Report for the financialyear ended31st March 2018 is attached as Annexure IV and forms part of thisReport.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
The company has complied with Secretarial Standards relating to General Meetings andBoard Meetings as issued by Institute of Company Secretaries of India.
EXTRACT OF THE ANNUAL RETURN
The extracts of Annual return in Form MGT 9 pursuant to Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is attached as Annexure V and forms part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO.
Information required under section 134(3) (m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is attached as Annexure VI and formspart of this Report.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014is attached as Annexure VII A and forms part of this Report.
The details of employees who are in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure VIIB and forms part of this Report.In terms of Section 136 of the Companies Act 2013 the annual report is being sent to themembers excluding the statement relating to top 10 employees of the Company. The saidinformation is readily available for inspection by the members at the Company's registeredOffice during the business hours on all working days up to the date of ensuing AnnualGeneral Meeting and shall also be provided to any member of the Company who sends awritten request to the Company Secretary.
Your company has not accepted deposits from public as envisaged under Section 73 to 76of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements. Theloans have been advanced by the Company for normal business purposes of the borrower.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm that :
i) In the preparation of Annual Accounts the applicable Standards have been followedand that there are no material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of afiairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii) The Directors have taken proper and suficient care 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;
iv) The annual accounts have been prepared on a going concern basis;
v) The Directors have laid down internal financial controls for the Company which areadequate and are operating effectively;
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires the conduct of all operations in such manner soas to ensure safety of all concerned compliance of statutory and industrial requirementsfor environment protection and conservation of natural resources to the extent possible.
The Board desires to place on record its appreciation for the support and co-operationthat the Company has received from suppliers brokers customers and others associatedwith the Company as its enterprise partners. The Company has always looked upon them aspartners in its progress and has happily shared with them rewards of growth. It will beCompany's endeavor to build and nurture strong links with trade based on mutualityrespect and co-operation with each other.
The Company's shares would be tradable compulsorily in electronic form. In view of thenumerous advantages ofiered by the Depository system members are requested to avail ofthe facility of dematerialization of the Company's shares either in National SecuritiesDepository Ltd or Central Depository Services (India) Ltd.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and the Rules thereunder forprevention prohibition and redressal of complaints of sexual harassment at workplace.During the year no complaint was lodged with the Internal Complaints Committee.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work solidarity and support yourCompany's achievements would not have been possible. Your Directors also wish to thank itscustomers brokers dealers agents suppliers investors and bankers for their continuedsupport and faith reposed in the Company.
The enthusiasm and unstinting efiorts of the employees have enabled the Company toremain at the forefront of the industry despite increased competition from severalexisting and new players.
Your Directors take this opportunity to thank all investors customers vendorsbankers regulatory and government authorities and stock exchanges for their continuedsupport and faith reposed in the Company.
|For & on behalf of the Board |
|Hemant Bangur - Executive Chairman |
|Dharam Chand Baheti - Managing Director |
|Place : Kolkata |
|Dated : 29th May 2018 |