You are here » Home » Companies » Company Overview » KD Leisures Ltd

KD Leisures Ltd.

BSE: 540385 Sector: Financials
NSE: N.A. ISIN Code: INE081R01016
BSE 00:00 | 10 Aug 17.15 0
(0.00%)
OPEN

17.15

HIGH

17.15

LOW

17.15

NSE 05:30 | 01 Jan KD Leisures Ltd
OPEN 17.15
PREVIOUS CLOSE 17.15
VOLUME 2
52-Week high 21.55
52-Week low 7.22
P/E 31.18
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.15
CLOSE 17.15
VOLUME 2
52-Week high 21.55
52-Week low 7.22
P/E 31.18
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KD Leisures Ltd. (KDLEISURES) - Director Report

Company director report

To

The Members of KD Leisures Limited

Your Directors have pleasure in presenting the 40th AnnualReport on the business and operations of the Company together with the Audited FinancialStatements of Accounts of the Company for the Financial Year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

(Rupees in INR)
PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Revenue from Operations 2596209 3281481
Other Income 1230410 640000
Total Revenue 3826619 3921481
Employee Benefit Expenses 340000 480000
Finance Cost 1192 3423
Depreciation and Amortization Expenses 112095 130816
Other Expenses 3780240 2893380
Total Expenses 4233527 3507619
Profit Before Tax (406908) 413862
Less: Tax Expense
Current tax - (103287)
Deferred tax (393) (69733)
Income Tax for Earlier Year - (51989)
Profit for the Year (407301) 188853
Earning Per Shares (Basic) (0.13) 0.06
Earning Per Shares (Diluted) (0.13) 0.06

2. STATE OF COMPANY AFFAIRS:

During the Financial Year ended 31st March 2021 theCompany has recorded total turnover of INR 38 26619/- (Indian Rupees Thirty Eight LakhTwenty Six Thousand Six Hundred and Nineteen Only). During the year under review theCompany has incurred loss of INR 407301/- (Indian Rupees Four Lakh Seven Thousand ThreeHundred and One Only) as compared to previous year Net Profit of INR 188853/- (RupeesOne Lakh Eighty Eight Thousand Eight Hundred and Fifty Three Only) in previous financialyear. The management of the Company is putting their best efforts to improve theperformance of the Company.

3. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 35000000/-(Indian Rupees Three Crore And Fifty Lakh) divided into 3500000 (Thirty Five Lakh)Equity Shares of INR 10/- (Indian Rupees Ten Only) each. During the year under reviewthere was no change in the Company's Issued Subscribed and Paid-up Equity Share Capital.On March 31 2021 the Paid-up Capital stood at INR 32400000/- (Three Crore and TwentyFour Lakh Only) divided into 3240000 (Thirty Two Lakh and Forty Thousand) Equity Sharesof INR 10/- (Indian Rupees Ten Only) each.

4. DEPOSITS:

During the year under review your Company has not accepted anydeposits falling within the meaning of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the year asthe operating results during the year does not justify the distribution of dividend.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid last year.

7. AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

No amount is proposed to be transferred to reserves for financial year2019-20.

8. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there was no change in the nature of thebusiness of the Company.

9. EXTRACT OF ANNUAL RETURN:

The details of forming part of the extract of the annual return interms of Section 92(3) of the Companies Act 2013 for the financial year under review isavailable at website of the company http:/ /www.kdgroup.co.in/.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors and KMP

The Board of Directors and Key Managerial Personnel is dulyconstituted as on the date of this report the composition of the Board and Key ManagerialPersonnel is as mentioned below.

DIN No. / PAN Name Of Director Designation Date of Appointment Date of Resignation
06864950 Mr. Ajay Kantilal Vora Managing Director/ CFO 14/05/2014 30/08/2021
06864944 Ms. Smita Ajay Vora Director 14/05/2014 30/08/2021
01556520 Mr. Kalpak Ajay Vora Director 26/02/2018 03/06/2021
06798717 Mr. Satishkumar Phoolchand Rajbhar Independent Director 14/05/2014 NA
07008158 Mr. Rajni Jethalal Shah Independent Director 01/11/2014 NA
ATFPR2998N Ms. Supreet Kaur Rekhi Company Secretary 13/11/2019 NA
09160320 Mr. Mandeep Singh Thukral Additional Director 29/04/2021 NA
09160424 Mr. Parminder Singh Additional Director 29/04/2021 NA
09298848 Ms. Sapna Kumari Additional Director 30/08/2021 NA

Changes in Composition of Board and Key Managerial Personnel

• Mr. Mandeep Singh Thukral was appointed as Additional Directorof the Company with effect from 29th April 2021.

• Mr. Parminder Singh was appointed as Additional Director of theCompany with effect from 29th April 2021.

• Mr. Kalpak Ajay Vora resigned as Director of the Company witheffect from 03rd June 2021.

• Mr. Ajay Kantilal Vora resigned as Director and ManagingDirector of the Company with effect from 30th August 2021.

• Ms. Smita Ajay Vora resigned as Director of the Company witheffect from 30th August 2021.

• Ms. Sapna Kumari appointed as Additional Director with effectfrom 30th August 2021.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 06 (Six) meetings of the Board of Directorswere held. The dates on which the said meetings were held:

• 30th June 2020

• 29th August 2020

• 04th September 2020

• 11th November 2020

• 09th February 2021.

The intervening gap between the Meetings was within the periodprescribed under Companies Act 2013.

S. No. Name Of Director Designation No. of Board Meeting eligible to attend No. of Meetings attended No. Meeting in which absent
1. Mr. Ajay Kantilal Vora Managing Director/ CFO 6 6 0
2. Mr. Smita Ajay Vora Director 6 6 0
3. Mr. Kalpak Ajay Vora Director 6 6 0
4. Mr. Satishkumar Phoolchand Rajbhar Independent Director 6 6 0
5. Mr. Rajni Jethalal Shah Independent Director 6 6 0

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OFTHE COMPANY:

In the FY 2020-21 the Novel Coronavirus disease ('COVID-19') pandemicdeveloped rapidly into a global crisis forcing governments to enforce lock-downs of alleconomic activity. In enforcing social distancing to control the spread of the disease andensuring the health and well-being of all employees the Company's trading facilities andoffice operations were closed as and when declared by the concerned governmentauthorities. Consequently revenues and profitability have been affected in line with theindustry for few months of delay. The situation has come back to normal to this respect.The Company has readiness to adapt to the changing business environment and respondsuitably to fulfil the needs of its customers while complying with the measure required bythe Indian Government.

Otherwise there are no material changes or commitments which affect thefinancial position of the company have occurred between the end of the financial year ofthe company and the date of this report.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THECOMPANIES ACT 2013:

The particulars of loan guarantees and investment whenever requiredhave been disclosed in the financial statement which also forms part of this report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act 2013 the term"Internal Financial Control (IFC)" means the policies and procedures adopted bythe Company for ensuring the orderly and efficient conduct of its business includingadherence to the company's policies safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial information. The company has a well-placed proper andadequate Internal Financial Control System which ensures that all the assets aresafeguarded and protected and that the transactions are authorized recorded and reportedcorrectly. To further strengthen the internal control process the company has developedthe very comprehensive compliance management tool to drill down the responsibility of thecompliance from the top management to executive level.

The compliance relating to Internal Financial controls have been dulycertified by the Statutory Auditors.

15. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate SocialResponsibility Initiatives as provisions of section 135(1) of the Companies Act 2013 readwith Companies (Corporate Social Responsibility Policy) Rules 2014 since the aforesaidprovisions are not applicable.

16. CORPORATE GOVERNANCE:

Provisions of Para C D and E of Schedule V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 are not applicable to yourCompany. Hence report on Corporate Governance is not annexed.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134of the Companies Act 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 areannexed herewith at "Annexure-I".

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IFANY:

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(7) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual Directors pursuant to the provisions of theAct.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc.

The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.

20. COMMITTEES OF THE BOARD AND OTHER COMMITTEES:

Currently the Board has following committees: Audit CommitteeNomination & Remuneration Committee and stakeholder relationship committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted inline with the provisions of Section 177 of the Companies Act 2013. The Audit Committee isconstituted in line to monitor and provide effective supervision to the management'sfinancial reporting process to ensure accurate and timely disclosures with the highestlevel of transparency integrity and quality of Financial Reporting.

During the Financial Year under review 04 (Four) meetings of the AuditCommittee were convened and held. The dates on which the said meetings were held:

• 30th June 2020

• 04th September 2020

• 11th November 2020

• 09th February 2021

S. No Name of the Members Designation No. of Audit Committee Meetings attended during the year
1. Mr. Satish kumar Poolchand Rajbhar Chairman (Independent Director) 4
2. Mr. Rajni JethaLal Shah Member (Independent Director) 4
3. Mr. Ajay Kantilal Vora Member (Director) 4

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company isconstituted/re- constituted in line with the provisions of Section 178 of the CompaniesAct. The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.

During the Financial Year under review 01 (One) meetings of theNomination and Remuneration Committee was convened and held. The dates on which the saidmeetings were held:

• 31st August 2020

S. No Name of the Members Designation No. of Meetings attended during the year
1. Mr. Rajni Jethalal Shah Chairman 1
(Independent Director)
2. Mr. Satish kumar Poolchand Member 1
Rajbhar (Independent Director)
3. Ms. Smita Ajay Vora Member 1
(Non-Executive Independent Director)

Stakeholder Relationship Committee:

The Company has duly constituted stakeholder relationship committee u/s178(5) of Companies Act 2013 consisting of chairperson who shall be non-executive and themembers decided by the Board.

During the Financial Year under review 01 (One) meetings of theNomination and Remuneration Committee was convened and held. The dates on which the saidmeetings were held:

• 29th August 2020

S. No Name of the Members Designation No. of Meetings attended during the year
1. Mr. Rajni Jethalal Shah Chairman and Independent Director 1
2. Mr. Satish kumar Poolchand Rajbhar Member and Independent Director 1
3. Ms. Smita Ajay Vora Member and NonExecutive - Independent Director 1

• Number of complaint received so far: Nil

• Number of pending Complain: Nil

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS:

The Nomination & Remuneration Committee of Directors have approveda Policy for Selection Appointment and Remuneration of Directors which inter-aliarequires that composition of remuneration is reasonable and sufficient to attract retainand motivate Directors KMP and Senior management employees and the Directors appointedshall be of high integrity with relevant expertise and experience so as to have diverseBoard and the Policy also lays down the positive attributes/criteria while recommendingthe candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of theCompany i.e. at http:/ /www.kdgroup.co.in/.

22. INFORMATION ABOUT REMUNERATION AND PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as requiredunder Section 197 of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in"Annexure-II" to this Report.

The Statement containing the particulars of employees as required undersection 197(12) of the Companies Act 2013 read with rule 5(2) and other applicable rules(if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report.

23. RISK MANAGEMENT:

The Company is taking every care for minimizing the risk involved inthe business of Hospitality industry. Our Company believes that managing helps inmaximizing returns. Responsible staff is employed to take every care to minimize the riskfactor. During the year the Board had developed and implemented an appropriate RiskManagement Policy for identify the element of risk which in the opinion of the Board maythreaten the existence of the Company and safeguarding the Company against those risks.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year there is no transaction entered with related partiesreferred to in Section 188(1) of the Companies Act 2013 read with Rule 8(2) of Companies(Accounts) Rules 2014. Therefor there is no requirement to attached Form AOC-2.

25. SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint Venture or AssociateCompany hence provisions of section 129(3) of the Companies Act 2013 relating topreparation of consolidated financial statements are not applicable.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act 2013 theCompany has formulated Whistle Blower Policy for vigil mechanism of Directors andemployees to report to the management about the unethical behavior fraud or violation ofCompany's code of conduct. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the chairman of the Audit Committee in exceptional cases. None of thepersonnel of the Company have been denied access to the Audit Committee.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:

During the period under review no material orders have been passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations in future.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act2013 with respect to Directors Responsibilities Statement it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financialyear ended 31st March 2021 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the profit or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

(d) That the directors had prepared the annual accounts for thefinancial year ended 31st March 2021 on a going concern basis;

(e) That the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively and

(f) That the directors had devised proper system to ensure compliancewith the provisions of all applicable laws and that such system were adequate andoperating effectively.

29. AUDITORS & AUDITOR'S REPORT:

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act and the rulesframed thereafter TDK & Co. Chartered Accountants (FRN 109804W) having registered102 Lotus Heights 15th Road Opp. Gandhi Maidan Chembur MumbaiMaharashtra-400071 were appointed as Statutory Auditors of the Company from the conclusionof the Thirty Eighth (38th) Annual General Meeting (AGM) of the Company held on30th September 2019 till the conclusion of the forty third (43rd)AGM to be held in the year 2024. They have confirmed their eligibility under Section 141of the Companies Act 2013 and the Rules framed thereunder for appointment as Auditors ofthe Company.

The notes on accounts referred to in the auditors' report areself-explanatory and therefore don't call for any further comments by the Board ofdirectors.

There are no qualifications or adverse remarks in the Auditors' Reportwhich require any Clarification or explanation.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/ s. Siddhi Jain & Associates Practicing CompanySecretaries having its Registered Office at C3/502 Hyde Park CHS Sector-35 G KhargharNavi Mumbai Maharashtra-410210 to carry out Secretarial Audit for the financial year2020-21. The Secretarial Audit report is annexed as "Annexure - III" to thisReport. The report does not contain any qualifications.

The Auditors' Report does not contain any qualifications reservationsor adverse remarks. Internal Auditor:

The Company has complied with the requirement of the section 138 of theCompanies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 and otherapplicable provisions of the Act.

Cost auditors:

Pursuant to Section 148 of the Companies Act 2013 maintenance of costaccounts and requirement of cost audit is not applicable.

30. COMPLAINCE WITH SECRETARIAL STANDARDS:

The Company has complied with applicable provisions of the SecretarialStandards issued by the Institute of Company Secretaries of India and approved by theGovernment of India under Section 118(10) of the Companies Act 2013

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year underreview as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to this AnnualReport as "Annexure - IV".

32. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for everyemployee including Board Members and Senior Management Personnel of the Company. The Codeis intended to serve as a basis for ethical decision-making in conduct of professionalwork. The Code of Conduct enjoins that each individual in the organization must know andrespect existing laws accept and provide appropriate professional views and be uprightin his conduct and observe corporate discipline. The duties of Directors including dutiesas an Independent Director as laid down in the Companies Act 2013 also forms part of theCode of Conduct. All Board Members and Senior Management Personnel affirm compliance withthe Code of Conduct annually.

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under. The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of W omen at Workplace(Prevention Prohibition and Redressal) Act 2013 which redresses complaints received onsexual harassment. During the financial year under review the Company has not receivedany complaints of sexual harassment from any of the women employees of the Company.

34. ACKNOWLEDGEMENT:

The Directors thank the Company's employees customers vendorsinvestors and members for their continuous support. The Directors also thank theGovernment of India and concerned government departments / agencies for theirco-operation.

.