Kaiser Corporation Limited
Your Directors are pleased to present the Twenty Fifth Annual Report of your Companywith the Audited Accounts for the year ended March 31 2018.
|FINANCIAL RESULTS || || |
| || ||(Amount in Lakhs) |
|Particulars ||31 March 2018 ||31 March 2017 |
|Sales Income ||1608.83 ||2268.34 |
|Other income ||21.15 ||38.84 |
| || ||6.54 |
|Pro t on sale of investments in subsidiary company ||- || |
|Total Income ||1629.98 ||2313.72 |
|Expenditure ||1668.12 ||2149.58 |
|Finance costs ||41.75 ||51.41 |
|Depreciation and amortisation expenses ||36.08 ||37.03 |
|Pro t before non-controlling interests/share in net profit /(loss) of associate ||(115.97) ||75.70 |
|Share of profit /(loss) of associate ||1.05 ||(0.58) |
|Pro t /(loss) before tax ||(114.92) ||75.12 |
|Current tax ||(0.40) ||(14.18) |
|Current tax (MAT) ||(0.35) ||(4.43) |
|MAT credit entitlement ||0.35 ||3.13 |
|Deferred tax charge ||(0.24) ||(21.71) |
|Tax adjustment of earlier years ||(2.38) ||(0.20) |
|Pro t /(loss) after tax [A] ||(117.94) ||37.73 |
|Other comprehensive income / (loss) for the year net of tax (B) ||4.23 ||(0.29) |
|Total comprehensive income /(loss) for the year (A + B) ||(113.71) ||37.44 |
|Total comprehensive income / (loss) attributable to: || || |
|Owners of the Parent ||(49.32) ||13.59 |
|Non-controlling interests ||(64.39) ||23.85 |
|Of the Total Comprehensive income / (loss) included above || || |
|Pro t / (loss) for the year attributable to : || || |
|Owners of the Parent ||(51.30) ||13.88 |
|Non-controlling interests OF THE TOTAL COMPREHENSIVE INCOME /(LOSS) INCLUDED ABOVE ||(66.64) ||23.85 |
|Other comprehensive income / (loss) attributable to: || || |
| ||1.98 ||(0.29) |
|Owners of the Parent || || |
|Non-controlling interests ||2.25 ||0.00 |
|Earnings per equity share: || || |
|Basic and diluted (in Rs.) ||(0.22) ||0.07 |
Your Company's consolidated total income was to the tune of Rs. 1629.98 lakhs comparedto the consolidated income of Rs. 2307.18 lakhs for the previous year and the net loss ofRs. (114.92) lakhs compared to the net profit of Rs. 75.12 lakhs for the previous year.The Turnover and the profitability of the company has been reduced as compared to theprevious year; however your Directors are trying its best to increase the turnover and aresure that the company will be able to show better results in the current year. Further thestandalone total income was to the tune of Rs.68.18 lakhs compared to the standaloneincome of Rs. 80.30 lakhs for the previous year.
Your company with its subsidiary is presently in the business of Compounding forTrunkey project management engineering services and printing of labels packagingmaterials Magazines and articles of stationery however its printing business is notpresently giving any proper results and hence your Directors are seriously looking afterother lucrative business activities which may provide a proper platform to your Company toexpand globally and on a large scale.
Your Directors do not recommend any dividend for the year ended March 31 2018.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars required to be stated as per the provisions of Section 134(3) (m) ofThe Companies Act 2013 relating to conservation of energy and technology absorption donot apply to your Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: Export of Goods - Rs. 238.12
Foreign Exchange Outgo: Rs.31.29
Details of the Depository System are given in the section 'Additional Information'which forms a part of the Corporate Governance Report and is attached with the AnnualAccounts.
As per the provisions of section 152 of The Companies Act 2013 Mr. Bhushanlal Aroraretires by rotation and being eligible for appointment offers himself for re-appointment.Mr. Bhushanlal Arora may be reappointed as the Managing Director of the Company subjectto the approval of the Shareholders at the ensuing Annual General Meeting.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of Board process participation in the long-term strategic planninginformation functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.
The Board reviewed the performance of the Individual Directors on the basis of thecriteria such as the contribution of the Individual Director to the Board and committeemeetings preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role by other Board members.
A separate meeting of Independent Directors was convened in the month of May 2017 todiscuss the following aspects:
i. Review the performance of Non- Independent Directors and the Board as a whole;
ii. Review the performance of the Chairperson of the Company taking in to account theviews of Executive and Non-Executive Directors;
Iii. Assess the quality quantity and timeliness of flow of information between theCompany's Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
All IndependentDirectors were present at the Meeting and discussed the above andexpressed their satisfaction.
TRAINING AND HUMAN RESOURCE MANAGEMENT:
Morale of our professionals continued to be high. The Company continues to putconcerted efforts in recruiting quality people. Development and training programs areundertaken were key focus is being given to areas being employee development growth andsatisfaction along with employee relations during the year. The relationship betweenmanagement and employees continues to be one of mutual respect appreciation and cordial.
The Auditors M/s. Suresh Surana & Associates LLP Mumbai Chartered Accountants (ICAIRegistration No: 121750W/W-100010)hold the office until from the conclusion of the ensuingAnnual General Meeting and they are eligible for re-appointment as the Auditors of thecompany. Members are requested to Consider their reappointment and to fix theirremuneration for the year ended 31st March 2019.
The Company has received a confirmation from M/S. Suresh Surana & Associates LLP tothe effect that their appointment if made will comply with the eligibility criteria interms of Section 141 (3) of The Companies Act 2013.
In terms of Section 204 of the Act and Rules made thereunder Mr. G S JambekarPracticing Company Secretary have been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is annexed as Annexure I to this Report. The reportis self-explanatory and does not call for any further comments.
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by the regulators or the courts ortribunals that may have an impact on the going concern status and Company's operations inforeseeable future.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and rule 12(1) of the Companies (Management andAdministration) Rules 2014 extract of annual return in Form MGT 9 is annexed as AnnexureIII to this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the frame work of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and External consultant(s) and the reviews performed by managementand the relevant Board committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2017-18.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
(b) they have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
( c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
During the year the company has not given any new loans and any investments and has notprovided any Guarantees except those which are already mentioned in the audited accountsof the company.
SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:
The company had only one Subsidiary as on 31 March 2018.
The consolidated financial statements of the company and its subsidiary is prepared inaccordance with the accounting standards issued by the Institute of Chartered Accountantsof India form part of the Annual Report and are reflected in the consolidated financialstatements of the company.
Pursuant to the provisions of Section 136 of the Act the financial statements of thecompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of its Subsidiary is available on the website of the company.
The annual accounts of its Subsidiary and related detailed information will be kept atthe registered office of the company as also at the registered offices of the respectivesubsidiary company and will be available to Investors seeking information at any time.
A report on the performance and financial position of the subsidiary in AOC-1 isannexed to the report under Rule 8 of The Companies (Accounts) Rules 2014 as per annexureII.
BOARD MEETINGS AND COMMITTEE MEETINGS:
1. Five(5)Board meetings were held during the year. The details of the Board meetingsand the attendance of the Directors are provided in the Corporate Governance Report.
2. Four(4) Audit Committee meetings were held during the year. The details of the AuditCommittee meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during the financial year were on an arm'slength basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Agreement. The details of thetransactions with related parties are provided in the accompanying financial statements.
There were no materially significant related party transactions made by the Companyduring the year that would have required members approval under Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) 2015. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle blower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee
MANAGEMENT DISCUSSION AND ANALYSIS AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) 2015 the ManagementDiscussion and Analysis and the Corporate Governance Report is presented in a separatesection forming part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The company has received necessary declaration from each of the Independent Directorsunder Section 149 (7) of The Companies Act 2013 and that he/she meets the criteria ofIndependence laid down in Section 149(6) of The Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirement) Regulation 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at Workplace (Prevention prohibition and Redressal)Act 2013.
All employees (permanent contractual temporary trainees) are covered under thispolicy. No complaints pertaining to sexual harassment were received during F.Y. 2017-18.
The Company would like to acknowledge all its stakeholders Bank of India SBI and HDFCBank and its customers key partners for their support and all its employees for theirdedication and hard work.
The Directors appreciate the continued guidance received from various RegulatoryAuthorities including RBI SEBI Ministry of Corporate Affairs The Registrar ofCompanies The Stock Exchange Mumbai Income Tax and Sales Tax Authorities.
On Behalf of the Board of Directors
Date: 29 May 2018