Your Directors take pleasure in presenting the 29th Annual Report together with theAudited Accounts of the Company for the Financial Year ended 31st March 2019.
| || ||(Rs. In lacs) |
| ||2018-19 ||2017-18 |
|Total Revenue ||93.23 ||11.68 |
|Gross Operating Profit ||(3594.75) ||(1216.52) |
|Depreciation for the year ||1236.59 ||34.15 |
|Profit/ (Loss) Before Extraordinary items and Tax ||(4831.34) ||(1250.67) |
|Profit Before Tax (PBT) ||(4831.34) ||(1250.67) |
|Provision for Tax including Deferred Tax ||198.20 ||284.04 |
|Net Profit After Tax (PAT) ||(5029.54) ||(1534.71) |
|Add : Surplus / Loss brought forward from previous year ||3056 ||4591 |
|Profit available for Appropriation ||(1974) ||3056 |
|Balance carried forward ||(1974) ||3056 |
GENERAL REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Even though the Commercial Operations Date (COD) of the Dahej Project was achieved on22.3.18 there were several setbacks encountered during actual production due to technicalissues mainly with pipelines valves pumps etc. These teething problems causedsequential delays in achieving steady production and it was only in end September'18 thatthe good quality of Anatase production at full market pricing commenced.
Due to the start-stop nature of operations mentioned above the Company could notachieve any significant production and sales till Sep'18 thereby leading to operationallosses which were partially funded by fresh infusions of further funds by the Promoters.Post Sep'18 it was no longer possible for the Promoters to infuse further funds anddefault in Bank interest servicing commenced leading to Bank accounts becoming inoperational and consequently Plant operations have not been able to continue from Oct'18.
The Company and Promoters have been looking for fresh funding options throughBankers/Investors etc. and are optimistic of positive developments in this regard whichwould assist in regularizing the financial position with the Banks and creditors andrestarting the production operations at the earliest.
During the year Company has started its operations and due to technical issues mainlywith pipelines valves pumps etc. These teething problems caused sequential delays inachieving steady production and it was only in end September'18 that the good quality ofAnatase production at full market pricing commenced. Due to the start-stop nature ofoperations mentioned above the Company could not achieve any significant production andsales till Sep'18 thereby leading to operational losses which were partially funded byfresh infusions of further funds by the Promoters. Post Sep'18 it was no longer possiblefor the Promoters to infuse further funds and default in Bank interest servicingcommenced leading to Bank accounts becoming in operational and consequently in suchscenario Directors felt it prudent to skip dividend on Equity Shares for the year.
TRANSFER TO RESERVES
During the year under review your directors do not propose to transfer any amount toany reserve. The profit/ loss for the year under review has been shown under the headReserve and surplus.
The company has not accepted any deposit from the public and shareholders fallingwithin the ambit of section 73 of the companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014
PARTICULARS OF LOAN GURANTEES OR INVESTMENTS
Details of Loan Guarantees and Investments covered under the provisions of section 186of the Companies Act 2013 are given in the notes to the financial Statements.
The paid up Equity Share Capital as on March 312019 was Rs 13.90 Crores. During theyear under review the company has issued 2052377 Equity Shares of Rs 10/- each to beissued at a price not less than 65/- to promoters against conversion of loan aggregatingto Rs. 133405000/- on Preferential basis. The company has not granted any stock optionto employees nor issued any Sweat Equity Shares or buy back of Shares of the Company.
EXTRACT OF THE ANNUAL RETURN
Pursuant to section 92 (3) of the Companies Act 2013 (the Act ) and Rules 12 (1) of theCompanies ( Management and Administration ) Rules 2014 The details forming part of theextract of the Annual Return in the form MGT 9 is annexed herewith as annexure no. 1
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 (the Act) and accounting standard (AS)-21 onConsolidated Financial Statements read with As -23 on accounting for Investments inAssociated and As -27 on financial Reporting of Interests in Joint Ventures the AuditedConsolidated Financial Statement is not applicable to the company as company has nosubsidiary Joint Ventures and Associate company as define in Companies Act 2013
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Joint-Venture and Associate Company as perthe Companies
Pursuant to the provisions contained in the Listing Agreement with Stock Exchanges aReport on Corporate Governance together with the Auditors' Certificate on the complianceofhe Corporate Governance is annexed herewith. The Management Discussion and AnalysisReport has not been annexed as the company does not have any business after Wind MillDivision sold.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
.All 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 as perRegulation 25 of Listing Obligations and Disclosure Requirements Regulation 2015 of theListing Agreement.
Shri Sandeep Kumar Jalan Managing Director of the Company Shri Ashim Dutta -ExecutiveDirector Shri Manoj Sureka Officerand Shri Mukesh Sharma Company Secretary are Key ChiefFinancial Managerial Personnel of the company.
PERFORMANCE EVALUATION BOARD EVALUATION
In Compliance with the Companies Act 2013 and Regulation 17 of the Listing Regulationsthe performance evaluation of the Board and its Committees were carried out during theyear under review.
More details on the same is given in the Corporate Governance Report.
DETAILS OF BOARD AND COMMITTEE MEETING
During the year under review the Board of Directors has met 7 times. Details of AuditCommittee Nomination and Remuneration Committee and Stakeholders' Relationship Committeemeeting its members and their attendance and terms of reference has been provided in theCorporate Governance
The company has already framed a policy on remuneration of Directors and SeniorManagement Employees. The policy is approved by the Nomination and Remuneration Committeeand the Board. More Details on the same is provided in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that :
A) In the preparation of the annual accounts for the year ended March 312019 theapplicable accounting standards read with requirements set out under Schedule III of theact have been followed and there are no material departures from the same
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 as at March 312019 and of the profit ofthe company for year ended on that date
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 to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively ; and
F) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the company with promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the company at large or whichwarrants the approval of shareholders. Accordingly no transactions are being reported inForm AOC-2 in terms of section 134 of the act read with Rule -8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with theAccounting Standards.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtain which are of arepetitive nature.
CORPORATE SOCIAL RESPONSIBILTY
In line with the provisions laid down under Section 135 of the Companies Act 2013 andRules made thereunder. CSR committee will decide the amount to be spent in CSR programsand activities mentioned in Schedule Vii of the Companies Act 2013 Details of the CSRactivities undertaken by the company is annexed to this report as annexure-5
VIGIL MACHANISM POLICY
The Company has in place a Vigil Mechanism also known as Whistle Blower Policy pursuantto the requirements of the Companies Act 2013 and the Listing Agreement. The Policyempowers all the stakeholders to raise concerns and provided for adequate safeguards anyemployee and/or person dealing with the company can make disclosure about any wrong doingin company operations through a e-mail or through telephone or letter to the Chairman ofthe Audit Committee. The policy on vigil mechanism or whistle Blower policy may beaccessed on the company website at the link www.kilburnchemicals.com
POLICY ON NOMINATION AND REMUNERATION
The Company follows a policy on Remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination &Remuneration Committee and theBoard. The main objective of the said policy is to ensure that level and composition ofremuneration is reasonable sufficient t and o attract retain and motivate the DirectorsKMP and senior management employees. The Remuneration Policy for the Directors and seniormanagement employees is given in the Corporate Governance Report.
The Company has formulated risk management Policy which is well defining mechanism toidentify assess monitor and mitigate various risks to key business objectives.
On continuous basis risks are indentify by the functional heads and which discussed atvarious Committee or group level including Audit Committee and Board of Directors andsystematically address to mitigate risk.
INTERNAL FINANCIAL CONTROLS
The company has in place the adequate internal financial controls systems withreference to Financial Statements. During the year such controls were tested and noreportable material weakness was observed.
AUDITORS AND AUDITORS' REPORT
M/s. V. Singhi & Associates Chartered Accountants the Statutory Auditors of thecompany to retire at the ensuing Annual General Meeting of the company and are eligiblefor reappointment. They have furnished certificate regarding their eligibilitypursuant toSection 139(1) of the Companies Act 2013 and read with relevant Rules. The Board ofDirectors recommends their re-appointment for one year. The notes to the accounts referredto in the Auditors' Report are self explanatory.
The Auditors' Report for FY 2018-19 forms part of this Annual Report and does notcontain any qualification reservation or adverse remark.
Board of directors has reappointed M/S R C Jhawer & Company Chartered Accountantsas Internal Auditors of the company.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 read with the Rulesthereof the company has re appointed M/s Sunil Kumar Banerjee Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of SecretarialAuditors is annexed to this report a s annexure -2. There are no adverse observation inthe Secretarial Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the regulators/ Court/Tribunalswhich would impact the going concern status of the Company and its future operations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has during the year under review transferred a sum of Rs.443938/- toInvestor Education and Protection Fund in compliance with the provisions of Section123124 & 125 the companies Act 2013. The said amount represents dividend for thefinancial year 2011-2012 which remained unclaimed by the members of the company for aperiod exceeding 7 years from its due date of payment.
PARTICULARS OF EMPLOYEES
Industrial relations in the Company continued to be cordial and satisfactory.Particulars or details of the employees cover under the provisions of Section 197 of theCompanies Act 2013 read with Rules - 5 of the Companies (Appointment and Remuneration ofManagerial Personnel)Rules2014 are attached to this report as annexure -3
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARING AND OUT GO
Statement pursuant to the provisions of section 134 (3)(m) of the Companies Act 2013read with Rules 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-4 During the year under review the company is setting up a new plant which has alreadyfocused on and matter related to energy saving equipment and latest technology. Thefurther measure will be taken after the commencement of plant.
Your Directors are grateful for the co-operation and continued guidance and supportextended by various agencies of Central Government and State Government (s) and variousGovernment Departments and Agencies Bank of Baroda and State Bank of India. YourDirectors thank and express their gratitude to various stakeholders i.e. customersdealers suppliers advisors and consultants for their committed engagement with theCompany. The Directors greatly appreciate the dedicated and sincere services rendered bythe employees at all levels. Finally the Directors express their gratitude to all theShareholders for their support.
| ||For and on behalf of the Board |
|Place : Kolkata ||S. K. JALAN |
|Date : 30th May 2019 ||MANAGING DIReCtOR |