REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
Pursuant to SEBI Listing Regulations a Management Discussion and Analysis Report and aCorporate Governance Report are made as a part of this Annual Report.
The Certificates from M/s. Rishi Shekri & Co. Practicing Chartered Accountants andShri Manoj Kumar Sharma Managing Director regarding Compliance of the conditions ofCorporate Governance as stipulated by SEBI Listing Regulations is attached to this report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:-
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmers.
The details of such familiarization programme shall be disclosed on the Company'swebsite.
DECLARATION OF INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director. The Internal Audit Department monitors andevaluates the efficiency and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
CODE OF CONDUCT:-
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in Zero Tolerance against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as code ofbusiness conduct which forms an Appendix to the Code. The Code has been posted onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behaviour from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:-
As provided under section 92(3) of the Act the extract of Annual Return in Form MGT-9as on 31st March 2018 is attached as Annexure-E to this report.
BOARD MEETINGS HELD DURING THE YEAR:-
During the year 4 meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is attached to thisreport.
DIRECTORS' RESPONSIBILITY STATEMENT:-
To the best of their knowledge and belief and according to the information andexplanations Obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 that:
a. in the preparation of the annual financial statements for the year ended March312018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. such accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312018 and of the profit of the Company for the year ended on thatdate;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
f. systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively. PARTICULARS OF LOANS GURANTEES ORINVESTMENTS UNDER SECTION 186 OF THE ACT:-
Details of loans guarantees and investments covered under the provisions of section186 of the Act are given in the Notes to financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:-
None of the transactions with related parties falls under the scope of section 188 (1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014 in theprescribed Form AOC-2 is appended as Annexure B to the Board's report.
The Board has approved the policy on Related Party Transactions and MaterialSubsidiary. The policies have been uploaded on the Company's website under the weblink:http:// kslindustries.org /wp/related-party-transactions/
Safety records at the entire plants showed considerable improvement and accidentstatistics showed downward trend. This was made possible by strict adherence to laid downprocedures and following of international guidelines. Involvement of workers in all safetymatters has been encouraged by their participation in shop floor safety meetings.
The health of employees and the environment in and around the Plant area have beengiven due care and attention. The Company continued to comply with the prescribedindustrial safety environment protection and pollution control regulation at itsproduction plant through periodic checks of the system involved and constant monitoringto meet the standards set by the pollution control authorities etc.
All the mills of the Company are eco-friendly and do not generate any harmfuleffluents. They have facilities for captive power generation as a stand-by arrangement tomeet any contingency. Safety devices have been installed wherever necessary although boththe spinning and knitting activities are known to be quite safe and free from usualhazards of water and air pollution.
INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT:-
The Company is of firm belief that good Human Resource Management would ensure successthough high performance. HR strategy and plans of the Company are deeply embedded with theorganizational goals. In order to enhance the manpower productivity the goal is set toincrease the production capacity of the various plants and rationalize the manpowerthrough scientific study. All the operational goals of the top management emanate from thebusiness plan. The goals of MD are shared with his subordinates who in turn share theirgoal with their respective subordinates and so on. Regular visits by HR team are beingmade to all the plants to meet the employees and also interaction meetings are conductedto get their feedback based on which HR policies are improved continuously. The processhas resulted in better employee relationship.
The Company lays due emphasis on all round development of its human resource. Hencetraining of the employees is aimed at systemic development of knowledge skills aptitudeand team work. Training is designed for the development of personal skills necessary forthe performance of the present job and to prepare them for future growth. Individualdevelopment is given top priority to groom high caliber manpower.
Your Directors place on record their appreciation of the assistance and supportextended by Bankers Consultants Solicitors Shareholders and Employees of the Company.
| ||For and Behalf of the Board of Directors |
| ||Sd/- |
| ||Manoj Kumar Sharma |
|Place: Mumbai ||Managing Director |
|Date: 09th August 2018 ||DIN: 01884806 |