KANSAL FIBRES LIMITED
The Directors' present the Annual report on the business and operations of your Companyfor the year 2015-2016.
FINANCIAL PERFORMANCE OF THE COMPANY:
|Particulars ||Year Ended ||Year Ended |
| ||31.03.2017 ||31.03.2016 |
|Revenue from Operations || || |
|Other Income || || |
|Total Revenue || || |
|Less: Total Expenditure ( including Change in ||103442 ||565360 |
|Inventories) || || |
|Profit Before Tax ||(103442) ||(565360) |
|Less: Tax expense/ Deferred tax liability || || |
|Profit after Tax ||(103442) ||(565360) |
|Earnings Per Share ||(0.02) ||(0.10) |
During the year under review Company has not earned any profit. After making allnecessary provisions for current year and after taking into account the current year netprofit and total provisions for taxation the surplus carried to Balance Sheet is(103442)
NATURE OF BUSINESS
The Company is engaged in the trading of textile material on retail basis. There was nochange in the nature of the business of the Company during the year under review.
Due to sluggish trend in the Indian Economy and textile market the Company could notmake any turnover during the year under review. However the management and marketing teamof the Company is hopeful for the positive result in the coming years.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
TRANSFER TO RESERVES
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve.
In view of losses your Directors do not recommend any dividend during the year.
The paid up Equity Share Capital as on March 31 2017 was Rs. 56729000.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options
During the year under review the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
Company has not borrowed any Loan from Bank or Financial Institution during the yearunder review.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
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.
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
RISK MANAGEMENT POLICY
Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward booking.Inventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Company has a vigil mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement if any.
a) Changes in Directors and Key Managerial Personnel:
Mr. Suryaparkash Loharuka will retire at the forthcoming Annual General Meeting of theCompany and being eligible offer himself for reappointment.
b) Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(ListingObligation and Disclosure Requirements) Regulations 2015.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
d) Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetings tobe held in the forthcoming financial year is being circulated to the Directors in advanceto enable them to plan their schedule for effective participation in the meetings.
During the year the Company has held 04 Board Meetings as against the minimumrequirement of 4 meeting. The meetings were held on 20/05/2016 12/08/2016 14/11/201614/02/2017.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of ` 6000000/- or more perannum / ` 500000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had 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 affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There is no related party transactions made during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
A. Statutory Auditors
The Company's Auditors M/s. Vishves A Shah & Co. Chartered Accountants Ahmedabadretire at the ensuing Annual General Meeting and being eligible; offer themselves forreappointment for a period of one year from the conclusion of this Annual General Meeting[AGM] till the conclusion of next AGM.
B. Secretarial Audit
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 hasappointed M/s A. Santoki & Associates Company Secretaries to undertake theSecretarial Audit of the Company.
INTERNAL AUDIT & CONTROLS
Though the Company has not appointed any chartered accountant as internal auditor theaccounting and other system have been designed in such a manner that review of entireprocess for safeguarding the assets of the company its operational efficiencyeffectiveness of the systems are taken care of properly. Moreover it is to be noted thatthe quantum of the day to day transactions as well as turnover are of small size andhence internal auditor have not been appointed.
CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 shall be annexed with the report.
The Management Discussion and Analysis and Report on Corporate Governance forms part ofthis Annual Report for the year ended 31st March 2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are NIL.
CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
EXTRACT OF THE ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no any Material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
LISTING WITH STOCK EXCHANGES
Companies Shares are Listed on BSE Limited.
The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.
| || || |
By Order of the Board of Directors
|Date ||: 01/09/2017 || || |
|Place ||:Ludhiana || || |
| || ||Sd/- ||Sd/- |
| || ||Loharuka Surya Prakash ||Bipin Patel |
| || ||Director ||Director |
| || ||Din: 03564496 ||Din: 03190744 |