KSL and Industries Ltd.
|BSE: 530149||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE219A01026|
|BSE 00:00 | 19 Jun||KSL and Industries Ltd|
|NSE 05:30 | 01 Jan||KSL and Industries Ltd|
|BSE: 530149||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE219A01026|
|BSE 00:00 | 19 Jun||KSL and Industries Ltd|
|NSE 05:30 | 01 Jan||KSL and Industries Ltd|
Your Directors have pleasure in presenting the 37th Annual Report and the AuditedStatements of Accounts of your Company for the financial year ended 31st March 2019.
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from 01 st April 2016.
Note: Previous year figures have been regrouped / rearranged wherever necessary
In view of huge losses your Directors are unable to recommend any dividend on theequity shares for the year under review.
REVIEW OF OPERATIONS:-
During the year the Income from operations of Company has substantially increased toRs. 3404.73 against 12043.22 in respect of the previous Financial Year ended 31st March2018. The Company has incurred loss before exceptional and extra ordinary items and tax ofRs. 6722.08 Lacs as against 18381.35 in the previous financial year ended 31st March2018. The Company has incurred during the year Net Loss of Rs. 6158.31 Lacs as against NetLoss of 18859.34 Lacs in the previous financial year ended 31st March 2019.
The company experienced that the efficiency of plant and machineries especiallySpinning Machines have gone down and set up an in house Expert Group to suggest measuresfor Technology up gradation and Modernization. As per their recommendations old machinesincluding Ring Frames requiring expenditure towards repairs and maintenance consuminghigh power with low out put have been identified and shifted to workshop/godowns forappropriate action.
The Company has 2 subsidiaries as on March 31 2019. There are no associate companiesor joint venture companies within the meaning of section 2(6) of the Companies Act 2013 ("theAct"). There has been no material change in the nature of the business of thesubsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of TheCompanies (Accounts) Rules 2014 the statement containing salient feature of thefinancial statement of a company's subsidiary or subsidiaries associate company orcompanies and joint venture or ventures under the first proviso to subsection (3) ofsection 129 (in Form AOC-1 Annexure - A) is attached to the financialstatements of the Company.
Further pursuant to the provisions of section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.
Members who wish to receive the full Report and Accounts including the Report andAccounts of the Subsidiary Companies will be provided with it upon receipt of a writtenrequest. This will help save considerable cost in connection with printing and mailing ofthe Report and Accounts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
The Independent Directors of the Company have declared that they meet the criteria ofindependence as laid down in Section 149(6) of Act and SEBI Listing Regulations. In theopinion of the Board they fulfill the conditions of Independence as specified in the Actand Rules made there under and are independent of the management.
Mrs. Neha Patil retires by rotation and being eligible has offered herself forre-appointment.
The composition of Audit Committee is as given in the Report on Corporate Governance.
STAKEHOLDER RELATIONSHIP COMMITTEE:-
The composition of Stakeholder Relationship Committee is as given in the Report onCorporate Governance.
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 2019 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 this report.
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 March 312019 the applicable accounting standards have been followed along with proper explanationrelating 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 31 2019 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 OR INVESTMENTS 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/
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:-
The Directors are happy to state that the relations between the Company and itsEmployee remained cordial throughout the year. The Directors acknowledge and express theirappreciation for the contributions made by the employees at all levels. Focused attentionwas given for knowledge updating and application of new technologies available to reducecosts and to meet the business challenges.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 none of the employees drew remuneration of Rs. 10200000/- or more perannum/ Rs. 850000/- or more per month during the year or drew remuneration in excess ofthe remuneration drawn by Managing Director or Whole-time Directors and does not holdeither by himself or through his spouse or dependent children 2 per cent or more equityshares of the company. Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure C forming a part of Annual Report.
In terms of the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished without any fee and free of cost.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:-
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
RELATED PARTY TRANSACTIONS:-
All transactions entered by the Company with Related Parties were in Ordinary Course ofBusiness and at Arm's Length pricing basis. The Audit Committee granted omnibus approvalfor the transactions (which are repetitive in nature) and the same was reviewed by theAudit Committee and the Board of Directors.
There were no materially significant transactions with Related Parties during thefinancial year 2018-19 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS18 have been made in the Notes to financial statements.
The Board has approved the policy on Related Party Transactions and MaterialSubsidiary. The policies have been uploaded on the Company's website under the web link:
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31ST MARCH 2019 AND 13th AUGUST 2019 (DATE OF THE REPORT):-
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year (31st March 2019) and 13th August 2019 thedate of the Report (2019)
CONSERVATION OF ENERGY:-
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:-
During the period under review there was no foreign exchange earnings or out flow.
REMUNERATION POLICY OF THE COMPANY:-
The remuneration policy of the company comprising of the appointment and remunerationof the Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isattached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Pursuant to the Section 177(9) and 177(10) of the Companies Act 2013 and Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI ListingRegulations the Board of Directors have approved the Policy on Vigil Mechanism / WhistleBlower and the same has been hosted on the Website of the Company. This Policy interalia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
PREVENTION OF INSIDER TRADING:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
ANNUAL EVALUATION BY THE BOARD OF DIRECTORS:
Pursuant to the provisions of the Act and Regulation 19 read with Part D of Schedule IIof SEBI Listing Regulations the Nomination and Remuneration Committee has defined theevaluation criteria procedure and time schedule for the Performance Evaluation processfor the Board its Committees and Director.
In accordance with the criteria and procedure the Independent Directorsconsidered/evaluated the Board's performance Performance of the Chairman and otherNon-Independent Directors.
The Board has undergone a formal review which comprised Board effectiveness survey andreview of materials. The Board subsequently evaluated its own performance the working ofits committees (Audit Committee Nomination and Remuneration Committee StakeholderRelationship Committee and Management and Finance Committee) and Independent Directors(without the participation of the relevant director).
The Directors were evaluated on aspects such as attendance and contribution at Board /Committee Meetings and guidance/ support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding the strategic agenda of the Board encouraging active engagement by all Boardmembers and motivating and providing guidance to the Managing Director and CFO Areas onwhich the Committees were assessed included degree of fulfillment of key responsibilitiesadequacy of Committee composition and effectiveness of meetings.
The performance evaluation of Independent Directors was carried out by the entireBoard excluding the director being evaluated. The performance evaluation of the chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committee and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has notreceived any complaint of sexual harassment during the financial year 2018-19.
The Company has not invited/received any fixed deposits from the public during the yearunder Report.
The properties stock assets of your Company are adequately insured.
M/s. Rishi Sekhri & Associates Chartered Accountants (Membership No. 126656 &Firm Registration No.128216W) was appointed as Statutory Auditors for a period of Fiveyear commencing from the conclusion 30th AGM till Thirty Fifth Annual General Meeting ofthe Company to be held on 2022 subject to ratification of their appointment at every AGMif so required under the Act.
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear.
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company had appointed Internal Auditor of the Company for the financialyear 2018-19 and Company carries out an Internal Audit on quarterly basis.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:-
The Auditors' Report and the Secretarial Audit Report for the financial year ended 31stMarch 2019 do not contain any qualification reservation adverse remark or disclaimer.
During the year under review your Company did not accept any deposits within themeaning of provisions of Section 73 to 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
SAFETY HEALTH AND ENVIRONMENT:-
Sustained and meticulous efforts continue to be exercised by the Company at all plantsof the Company towards greener production and environment conservation. The Companyperseveres in its efforts to indoctrinate safe and environmentally accountable behavior inevery employee as well as venders by rigid compulsory annual training and refreshercourses as well as frequent awareness programmed. Mock drills of emergency preparednessare regularly conducted at all the plants showing Company's commitment towards safety notonly of its own men and plants but also of the society at large.
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.