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Kshitij Polyline Ltd.

BSE: 535114 Sector: Industrials
NSE: KSHITIJPOL ISIN Code: INE013801019
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Kshitij Polyline Ltd. (KSHITIJPOL) - Director Report

Company director report

To The Members Kshitij Polyline Limited.

Your Directors are pleased to present their 11th Annual Report together withthe audited accounts of the Company for the year ended as on 31st March 2019.

FINANCIAL HIGHLIGHTS:

(in Rs.)

Particulars Year ended March 312019 Year ended March 31 2018
Gross Income from operations 362485486 274324679
Profit/ (Loss) before tax 15738535 14982773
Less: Taxation Expenses 7162617 4420730
Profit /(Loss) after tax 8575919 10562043
Balance of profit/ (loss) for earlier years 16684720 6122676
Balance carried forward 16427279 16684720

PERFORMANCE:

The Gross income from operations of your Company is Rs. 362485486/- as against Rs.274324679/- in the previous year 2017-18. The net profit after tax for the year underreview is Rs. 8575919/- as against Rs. 10562043/- in the previous year 2017-18.

TRANSFER TO RESERVES:

The Board of directors has not proposed transfer to any reserve in the currentfinancial year.

DIVIDEND:

With a view to conserve the resources your Directors do not recommend any dividend forthe financial year 2018-2019.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint venture and associate company andtherefore disclosure in Form AOC-1 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and date of the report.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year underreview.

PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEE GIVEN AND SECURTIES PROVIDED:

In accordance with the provisions of Sections 134(3)(g) and 186(4) of the CompaniesAct 2013 full particulars of loans given investments made guarantees given andsecurities provided if any have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of business. There are no significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

Accordingly particulars of contracts or arrangements with related party referred to insection 188(1) along with the justification for entering into such contract or arrangementin Form AOC-2 does not form part of the report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

EXTRACTS OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 is appended as an Annexure A tothe Directors Report.

SHARE CAPITAL:

During the under review the Company has issued and allotted 883336 Bonus Shares faceValue of Rs. 10/- on 1st May 2018.

ISSUE EQUITY SHARES AND OFFERED TO THE PUBLIC & LISTING:

During the year under review the Company has issued and made on allotment of equityshares to Public by Initial Public Offer of equity shares. Our Company has obtained thenecessary listing permission from National Stock Exchange for listing of Equity Share onNSE-SME plate form.

Public Issue of 2500000 Equity Shares of Rs. 10/- each fully paid for cash at a priceof Rs.35/- per equity share aggregating to Rs.87500000/-. The Net issue will constitute27.27% of the post issue paid up capital of the Company. Your Company has received goodresponse from public.

The allotment of equity share was carried and approved by Stock Exchange on 5thOctober 2018 and listing of equity on NSE SME on 8th October 2018.

All the new Equity Shares so allotted rank pari-passu in all respect with the existingEquity Shares.

USE OF PROCEEDS:

The fund raised during the IPO will help your company to strengthen long term workingcapital. The proceeds from IPO have been utilised for the purpose of the objects as statedin the prospectus dated 7th September 2018 as follows:

Particulars Proposed amount as per prospectus Amount Utilized AmountUn utilized
To purchase of Machineries and Equipment's to manufacture the Laminated sheet Wiro and PP Sheet suitable for stationery and office products 42845000 38246994 4598006
To meet working capital requirement 32500000 32500000 -
General Corporate Expenses 4500000 4500000 -
Issue Expenses 7655000 7655000 -
Total 87500000 86040037 4698006

DEMATERIALIZATION OF SHARES:

During the year under review the Company has entered into Tripartite Agreement withthe depositories National Securities Depository and with Central Depository Service(India) Limited for providing demat facility to its Shareholders. For the purpose theCompany has appointed Karvy Fintech Private Limited.

DIRECTORS AND KEY MANAGERIAL PERSONEL:

The Board is duly constituted according to the provisions of the Company Act. There isno changed in Board during the year.

The Directors on the Board have submitted notice of interest under Section 184(1)intimation under Section 164(2) of the Companies Act 2013 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(7) of the Companies Act 2013.

Ms. Nikita kanhiyalal Pediwal was appointed as Company Secretary of the Company w.e.f.7th June 2018 and resigned w.e.f. 10th April 2019.

Ms. Hetal K Karani was resigned from the post of Chief Financial Officer of the Companyw.e.f. 21st February 2019. And Mr. Vijay R. Dhabaliya has appointed as ChiefFinancial Officer of the Company w.e.f. 21st February 2019.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Bharat H. Gala retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. .

MEETINGS OF THE BOARD:

During the year ended March 31 2019 the Board met 22 times. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 (the"Act"). Required quorum was present throughout each meeting as per therequirement of the said Act the details of attendance of Directors are given below;

Attendance of Directors
Sr. No. Board Meeting Date Rahul D. Shah Bharat H. Gala Rita Gala B. Rushiraj Z. Patel Rajul V. Dhimant Chandrakant B. Parekh
1 11.04.2018 Yes Yes Yes No No Yes
2 17.04.2018 Yes Yes Yes No No No
3 25.04.2018 Yes Yes Yes No No No
4 01.05.2018 Yes Yes Yes No Yes No
5 10.05.2018 Yes Yes Yes Yes No No
6 15.05.2018 Yes Yes Yes No No No
7 21.05.2018 Yes Yes Yes No No No
8 07.06.2018 Yes Yes Yes No No No
9 26.06.2018 Yes Yes Yes No No No
10 29.06.2018 Yes Yes No No No Yes
11 14.07.2018 Yes Yes Yes No No No
12 16.07.2018 Yes Yes Yes Yes No Yes
13 17.07.2018 Yes Yes No No Yes No
14 30.07.2018 Yes Yes Yes No No No
15 31.07.2018 Yes Yes No No No Yes
16 20.08.2018 Yes Yes No Yes Yes Yes
17 07.09.2018 Yes Yes Yes No No No
18 20.09.2018 Yes Yes Yes No No No
19 04.10.2018 Yes Yes Yes No No No
20 24.10.2018 Yes Yes Yes No No No
21 14.11.2018 Yes Yes No Yes Yes Yes
22 21.02.2019 Yes Yes Yes Yes Yes No

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 21st February 2019.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177of the Companies Act 2013.

Composition of the Committee:

1. Rajul Dhimant Visaria Non-Executive Independent Director (Chairman); 2. RushirajZaverbhai Patel Non-Executive Independent Director (Member); and 3. Chandrakant BabubhaiParekh (Member)

During the year under review the Company held 4 Audit Committee meeting on 16thJuly 2018 22nd August 2018 14th November 2018 and 21stFebruary 2019.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Rajul Dhimant Visaria Non-Executive Independent Director (Chairman);

2. Rushiraj Zaverbhai Patel Non-Executive Independent Director (Member); and

3. Rita Bharat Gala Non-Executive Director (Member).

During the year under review the Company held

2 Nomination and Remuneration Committee meeting on 7th June 2018 and 21stFebruary 2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Rajul Dhimant Visaria Non-Executive Director (Chairman);

2. Rushiraj Zaverbhai Patel (Member); and

3. Chandrakant Babubhai Parekh (Member)

During the year under review the Company held 2 Stakeholders Relationship Committeemeeting on 14th November 2018 and 21st February 2019.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to theprovision Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("Act").

Composition of the Committee:

Name of the Director Designation in the Committee
Mrs. Rajul Dhimant Visaria Presiding Officer
Mr. Prashant Punadiya Member
Mr. Rahul Devshi Shah Member

RISK MANAGEMENT POLICY

The Board of Directors of the Company has in place a Risk Management which aims ofenhancing shareholders' value and providing on optimum risk-reward trade off. The riskmanagement approach is based on a clear understanding of the variety of risks that theorganisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself itsCommittees and individual Directors. The entire Board carried out performance evaluationof each Independent Director excluding the Independent Director being evaluated. TheNomination Remuneration Committee also carried out evaluation of every director'sperformance.

The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance ofNon-Independent Directors Chairman of the Board and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SMEPlatform of NSE the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure-Bin the Annual Report and forms a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed and there are no materialdepartures;

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 as on 31stMarch 2019 and of the profit of the Company for that period;

c. They 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. 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 andsuch internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS:

The Board has laid down standards processes and procedures for implementing theinternal financial controls across the organization. After considering the framework ofexisting internal financial controls and compliance systems; work performed by theStatutory Auditors Secretarial Auditors and External Consultants; reviews performed bythe Management and relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls with reference to thefinancial statements were adequate and effective during the financial year 2018-19.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE.

Since the Company does not fall under the criteria stated under section 135 of the Actthe Company has not developed or implemented a policy for Corporate Social Responsibility.In view of the same no CSR initiative was undertaken by the company.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors

M/s. R. M. Ajgaonkar and Associates Chartered Accountants who are the statutoryauditor of the Company who holds office till the conclusion of this AGM and are eligiblefor reappointment. Pursuant to the provisions of section 139(1) of the Companies Act 2013and the Rules framed thereunder it is proposed to appoint M/s. R. M. Ajgaonkar andAssociates Chartered Accountants as statutory auditor of the Company from the conclusionof the forthcoming AGM till the conclusion of the next Annual General Meeting. The Membersare requested to consider their re-appointment.

The Auditors' Report does not contain any qualification. Notes to Accounts andAuditors' remarks in their report are self-explanatory and do not call for any furthercomments.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Shivam Sharma & Associates Company Secretaries asSecretarial Auditors for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is set out in Annexure-C to this Report.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

COST AUDITOR:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the Company is not required to appoint a costauditor to audit the cost records of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company Rules2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 concerning conservation of energy and technology absorption respectively arenot applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

The foreign exchange earnings and outgo details are as below:

Particulars 2018-19 (Rs.) 2017-18 (Rs.)
Foreign exchange earned in terms of actual inflows 9589024 2952889
Foreign exchange outgo in terms of actual outflows 605309 2909780

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below.

a) Ratio of remuneration of each Director to the employees' median remuneration:

Director Designation Remuneration p.a. (Rs.) Ratio
Mr. Bharat H. Gala Managing Director 2400000 18.90
Mr. Rahul D. Shah Executive Director & CEO 360000 2.83
Mrs. Rita B. Gala Executive Director 600000 4.72
Ms. Rajul V. Dhimant Independent Director NIL NIL
Mr. Rushiraj Z. Patel Independent Director NIL NIL
Mr. Chandrakant Parekh B. Independent Director NIL NIL

b) Percentage increase in the median remuneration of employees in the financial year2018-19: 17.65%

c) Number of permanent employees on the rolls of the Company as on March 31 2019: 88(Eighty Eight)

d) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase made in the salaries of employees other than key managerialpersonnel in the last financial year i.e. 2018-19 was 17.65% whereas the increase in thekey managerial personnel remuneration for the same fiscal was 89.83% considering theoutstanding performance as well as Key Responsibility Areas (KRAs) of the KMPs theincrease in the remuneration of KMPs is considered appropriate.

e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.

f) There is no employee covered under the provisions of section 197(14) of theCompanies Act 2013.

There was no employee in the Company who drew remuneration of Rs. 10200000/ - perannum during the period under review. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies which are available on its website https://kshitijpolyline.co.in/.

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Related Party Transactions

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of theCompany under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or

Tribunals which impact the going concern status and Company's operations in future.

5. There were no instance of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to section 67(3) of the Actread with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 and hence noinformation has been furnished.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year. Your Directors look forward to the continuedsupport of all stakeholders in the future.

By order of the board
For Kshitij Polyline Limited
Bharat h. Gala Rahul Devshi Shah
Managing Director Director & CEO
DIN: 01994342 DIN: 01994291
Place: Mumbai
Date: 09th August 2019

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