KGN Industries Ltd.
|BSE: 531612||Sector: Others|
|NSE: N.A.||ISIN Code: INE196C01022|
|BSE 00:00 | 21 Jan||KGN Industries Ltd|
|NSE 05:30 | 01 Jan||KGN Industries Ltd|
|BSE: 531612||Sector: Others|
|NSE: N.A.||ISIN Code: INE196C01022|
|BSE 00:00 | 21 Jan||KGN Industries Ltd|
|NSE 05:30 | 01 Jan||KGN Industries Ltd|
Your Directors have the pleasure in presenting the 24TH Annual Report together with theAudited Statement of Accounts for the year ending on 31st March 2018.
The Opening Balance of Surplus of Profit and Loss shown under the head Reserves andSurplus was Rs. 46924366.DuringtheyearunderthereviewtheprofitofRs.301258/-wasalsoadded.TheClosingBalanceofSurplusoftheProfitand Loss shown under the head Reserves and Surplus was Rs. 47225624/-
During the year under the review there was a decrease in total income of 57.39% incomparison to the previous year. The total expenses have decreased by 60.23% and the netprofit after tax has decreased by 37.96%.
As Company has inadequate Profit your directors do not propose any dividend for thecurrent year to conserve the resources.
DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:
i. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr BabulalJethalal Hirani (DIN: 02362983) retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment. Your directors recommend hisre-appointment.
During the year under review Mr. Narendra Tundey has resigned from the office ofDirectorship of the Company w.e. from 13th November 2017 due to personal reasons
Further Mr. Narendra Tundey has resigned from the office of CFO of the Company w.e.from 09th September 2017 due to personal reasons
Further Mr. Sakina Aiyyaz Pimpalnerwala has resigned from the office of Directorshipof the Company w.e. from 18th January 2018 due to personal reasons.
Further Mr. Sandip Gohel has resigned from the Post of Company Secretary of theCompany w.e. from 10th October 2017 due to personal reasons
iii. Appointment of Additional / Independent Women Director:
There is no appointment of any director during the year under review.
iv. Key Managerial Personnel:
The following persons are designated as Key Managerial Personnel:
1. Mr. Arifbhai Ismailbhai Memon Managing Director
DETAILS OF HOLDING / SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
Your Company has One wholly owned Subsidiary Company i.e. KGN PROJECTS LIMITED.
In terms of the Provisions contained in Section 129 (3) of the Companies Act 2013Read with rule 5 of the Companies (Accounts) Rules 2014 a report on the performance andthe financial of each of the subsidiaries is provided as Annexure A i. e AOC - 1'to this Report.
The Company has not invited/accepted any deposit other than the exempted deposit asprescribed under the provision of the Companies Act 2013 and the rules framed thereunder as amended from time to time. Hence there are no particulars to report about thedeposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status.Neither there are any order passed which may have impact on the Company's operation infuture.
INTERNAL FINANCIAL CONTROLS:
Your Company has well laid out policies on financial reporting adherence to Managementpolicies and also on promoting compliance of ethical and well defined standards. Moreoverthe management team regularly meets to monitor goals and results and scrutinizes reasonsfor deviations in order to take necessary corrective steps. The Audit Committee whichmeets at regular intervals also reviews the internal control systems with the Managementand the internal auditors. All audit observations and follow up actions are discussed withthe Management as also the Statutory Auditors and the Audit Committee reviews themregularly.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 the Board of Directorshereby declares that there are no particulars to report for the Conservation of Energy& Technology Absorption. There is no foreign exchange earnings and outgo during theyear under the review.
Your Company is not engaged in any type of manufacturing activities. It is notgenerating any type of pollution. Hence Pollution Control regulations and norms are notapplicable to Company.
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as Annexure - B
Pursuant to Section 177(9) of the Companies Act 2013 the company has a Whistle BlowerPolicy to deal with any instance of fraud and mismanagement. The employees of the companyare free to report violations of any laws rules regulations and concerns about unethicalconduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.
The Audit Committee of the Board of Directors of the Company was re-constituted andpresently consists of three Directors viz. Mr. Ajazahmed Abulgani Ansari Ms. JankiVaghela and Mr. Aftabahmed Kadri.
Mr. Ajazahmed Abulgani Ansari is the Chairman of the Audit Committee.
During the Year under review total four Meetings of the Board of Directors of theCompany were held.
The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 and SEBI Listing Regulations withthe Stock exchange as amended from time to time. The Statutory Auditor Internal Auditorand Chief Finance Officer usually attend the Meeting of the Audit Committee.
i. Statutory Auditor and their Report
Under Section 139 of the Companies Act 2013 and Rules made thereunder it is mandatoryto rotate the Statutory Auditors on completion of the maximum term permitted under thesaid Section. The audit committee of the Company has proposed the Board of Directors ofthe Company have recommended the appointment of M/s. Kamlesh Bhojani & AssociatesChartered Accounts FRN:- 127505W as the Statutory Auditors of the Company. M/s. KamleshBhojani & Associates Chartered Accounts FRN:- 127505W will hold the office from 24thAnnual General Meeting till the conclusion of next Annual General Meeting of the Companyto be held in the year 2019 subject to the approval of Shareholders of the Company. Thefirst year of audit will be of the Financial Statement for the year ended 31st March 2019which will include the audit of quarterly financial statement for the year. In thisregard the Company has received a Certificate from the said Auditor to the effect that iftheir appointment will be made it would be in accordance with the provisions of Section141 of Companies Act 2013.
The observations made in their report and dealt with in the notes forming part of theAccounts at appropriate places are self-explanatory
The observations made in their report and dealt with in the notes forming part of theAccounts at appropriate places are self-explanatory.
ii. INTERNAL AUDITOR
M/s. Kirit & Co. FRN : 132282W Chartered Accountant are Internal Auditors of theCompany. The Audit Committee of the Board of Directors in consultation with the InternalAuditors formulates the scope functioning periodicity and methodology for conducting theinternal audit.
iii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has in compliance with the provisions of Section304(1) of the Companies Act 2013 and rules made in this behalf appointed M/s. K. Jatin& Co. Practicing Company Secretaries to carry out Secretarial Audit of the Companyfor the financial year 2017-18. The Report of the Secretarial Auditor is annexed to thisReport as Annexure C which is self explanatory and gives complete information.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act your Directors report that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(b) 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 affairs of the Company at the end of the financial year and ofthe profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5)(e) of the Act
(f) To be followed by the Company and such internal financial controls are adequate andare operating effectively.
(g) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
During the year under review the Company has entered into the transactions with therelated parties the details of each are provided in point No. 29 under the head notes onFinancial Statements.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2018.
INVESTMENT IN UNQUOTED SHARES:
The Company has made investment in unquoted shares. i.e. 99994 Shares and 2925000Shares in KGN Projects Limited and Shares in Asian Logistics Limited respectively.
RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking.
STATEMENT OF INDEPENDENT DIRECTORS:
The following Directors are independent in terms of Section 149(6) of the Act:
(a) Mr. Ajazahmed Ansari
(b) Mr. Aftabahmed Kadri
(c) Ms. Janki Ranjitsingh Vaghela
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:
Management Discussion & Analysis report for the year under review as stipulatedunder Regulation 34(2)(e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as Annexure - Dhereto and forms part of this Report.
CORPORATE GOVERNANCE REPORT:
Your Directors adhere to the requirements set out in Regulation 34(3) read withSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Report on Corporate Governance as stipulatedin the SEBI LODR Regulations is annexed as Annexure-E hereto and forms part of this Reportalong with Certificate from the Statutory Auditors M/s. Kamlesh Bhojani & AssociatesChartered Accounts FRN:- 127505W confirming compliance of conditions of CorporateGovernance.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31stMarch 2018 is annexed as Annexure--F to this Report.
NUMBER OF BOARD MEETINGS:
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.
Total 10 Board Meetings were held during the Financial Year 2017-18 on 30th May 201723rd June 2017 08th August 2017 29th August2017 09th September 2017 26thSeptember 2017 10th October 2017 13th November2017 19th January2018 and 14thFebruary 2018 and the gap between two meetings did not exceed one hundred and twentydays.
CORPORATE SOCIAL RESPONSIBILITY:
The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the Company.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and voluntarily SEBI Listing Regulationsthe performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee andStakeholders Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed there under and SEBIListing Regulations.
(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chairperson) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the nonindependent directors was providing good business and people leadership.
The Company has an Internal Complaint Committee as required under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made there under. During the year under review no complaints were reported.
The Company has adopted the following policies pursuant to the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 during the year underreview and the same uploaded on Company's website:
a. Policy on preservation of the Documents
b. Policy on criteria for determining Materiality of Events
c. Whistle Blower Policy
d. Policy on dealing with related party transactions
e. Policy for determining material subsidiaries
The details of the above mentioned policies are provided in the website of the Companyi.e. www.kgnindustries.com .
Your Directors wish to convey their thanks to all the bankers suppliers customers andother persons for their continued support to the company.