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KSS Ltd.

BSE: 532081 Sector: Media
NSE: KSERASERA ISIN Code: INE216D01026
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VOLUME 4010
52-Week high 0.19
52-Week low 0.19
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Mkt Cap.(Rs cr) 41
Buy Price 0.19
Buy Qty 200.00
Sell Price 0.19
Sell Qty 1045290.00

KSS Ltd. (KSERASERA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 23rd Annual Report togetherwith the Audited Financial Statements of KSS Limited for the year ended March 31 2018.

1. Summarized Financial Highlights

(Rs. In Lacs)

Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from operations & other operating income 217.12 379.56 4183.77 4045.77
Profit/ (Loss) Before taxation & Exceptional Items (141.00) 213.95 (514.30) (218.76)
Add: Exceptional Items (9707.98) - (43157.38) -
Profit/ (Loss) before Tax (9848.98) 213.95 (43671.68) 218.76
Less: Tax expenses - (37.89) (26.93) (70.23)
Profit/ (Loss) after Taxation (9848.98) (176.06) (43698.61) (288.93)
Other comprehensive Income - - (10.06) (3.67)
Total Comprehensive Income for the Period (9848.98) (176.06) (43688.55) (285.26)
Balance brought forward from the previous year (6888.48) (6712.42) 20281.90 20567.16
Balance carried forward to next year (16737.45) (6888.48) (23406.65) 20281.90

2. Highlights of the Performance of Company and its Subsidiaries:

On standalone basis total revenue of the Company stood at Rs. 217.12 Lacs during theperiod under review as compared to the total revenue of Rs.379.56 Lacs in the previousfinancial year. The post tax profit / (loss) for the financial year 2017-18 and 2016-17 isRs. (9848.98) and Rs.(176.06) Lacs respectively.

The Company has Six (6) Subsidiaries as on date the financial highlights of the saidsubsidiaries are as follows:

a) K Sera Sera Digital Cinema Limited The total revenue of the Company stood at Rs.2146.82 Lacs during the period under review as compared to the total revenue of Rs.1854.15 Lacs in the previous financial year. The post tax profit for the financial year2017-18 and 2016-17 is Rs. 69.47 Lacs and Rs. 11.50 Lacs respectively.

b) K Sera SeraMiniplex Limited- The total revenue of the Company stood at Rs. 714.80Lacs during the period under review as compared to the total revenue of Rs. 737.48 Lacs inthe previous financial year. The post tax profit / (loss) for the financial year 2017-18and 2016-17 is Rs. 11.57 and Rs. (38.53) Lacs respectively.

c) K Sera Sera Box Office Private Limited- The total revenue of the Company stood is22.78 Lacs during the period under review and 0.59 Lacs during the corresponding previousfinancial year. The post taxprofit/ (loss) for the financial year 2017-18 and 2016-17 isRs.2.92 Lacs and Rs. (0.001) Lacs respectively.

d) K Sera Sera Productions FZE- The total revenue of the Company stood Nil during theperiod under review as compared to the total revenue of Rs. 174.89 Lacs in the previousfinancial year. The post tax profit for the financial year 2017-18 and 2016-17 is Nil andRs. 12.66 Lacs respectively

e) Birla Jewels Limited The total revenue of the Company stood at Rs.918.12 Lacs duringthe period under review as compared to the total revenue of Rs. 754.74 Lacs in theprevious financial year. The post tax profit for the financial year 2017-18 and 2016-17 isRs. (81.52) Lacs and Rs. (72.43) Lacs respectively

f) Birla Gold and Precious Metals Limited The total revenue of the Company stood at Rs.484.41 Lacs during the period under review as compared to the total revenue of Rs. 368.03Lacs in the previous financial year. The post tax profit for the financial year 2017-18and 2016-17 is Rs. (398.07) Lacs and Rs.3.18 Lacs respectively

Considering the performance of the above mentioned subsidiaries during the financialyear ended 31st March 2018 the total revenue on a consolidated basis was Rs. 4183.77Lacs as compared to the total revenue of Rs. 4045.77 Lacs in the previous financial year.The Company has incurred post tax profit/(loss) of Rs. (43688.55) Lacs in the financialyear 2017-18 as compared to the post tax profit/(loss) of Rs. (285.26) Lacs in theprevious financial year.

3. Transfer to reserves;

No amount is being transferred to the reserves during the Financial Year 2017-18.

4. Dividend:

The Board of Directors do not recommended any dividend for the year ended March 312018

5. Management Discussion And Analysis Report

The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34 (3)read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 is provided as a separate section forming part of the Annual Report.

6. Consolidated Financial Statements

The audited consolidated financial statement of the Company prepared in accordance withapplicable Accounting Standards specified under Section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014 is provided in the Annual Report.

7. Subsidiaries:

The Company has following subsidiaries:

K Sera Sera Digital Cinema Limited - India

K Sera Sera Box Office Private Limited-India

K Sera Sera Miniplex Limited- India

K Sera Sera Productions FZE- UAE

Birla Gold and Precious Metals Limited- India

Birla Jewels Limited India

The Company has following step-down subsidiaries:

Cherish Gold Private Limited - India

KSS Speed Technology Private Limited

K Sera Sera Holdings Pty Limited - Australia

The Company's Policy for determining material subsidiaries is available on theCompany's website at www.kserasera.com under Investor Relations>Code of conduct>Policy on Determination of Material Subsidiary(ies).

The financial statements of all the subsidiary companies as on March 31 2018 formspart of consolidated financial statements in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013 and the same are prepared inaccordance with applicable accounting standards. The financial statements both standaloneand consolidated are prepared in accordance with applicable accounting standards and asper Schedule III of the Companies Act 2013 and applicable rules thereto.

A detailed statement containing the salient features of the financial statement of eachof the subsidiary companies as on March 31 2018 is annexed herewith as Annexure I (AOC 1)and forms part of this Report.

8. Directors Responsibility Statement :

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a. in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

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 and of thestatement of profit and loss and cash flow of the Company for the same period;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively

9. Corporate Social Responsibility

The provisions of the Companies Act 2013 regarding Corporate Social Responsibility arenot attracted to the Company yet.

10. Insurance:

The Company's property equipment's and stocks are adequately insured against majorrisks after taking into account all the relevant factors.

11. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors submits report to the Chairman of the Audit Committee of the Board.Internal Auditors monitor and evaluate the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditors process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

12. Directors and Key Managerial Personnel

• Mr. Lalit Joshi resigned from the post of Independent Director w.e.f.18/10/2017

• Mr. Rahul Kanani resigned from the post of Chief Executive Officer (CEO) w.e.f22/12/2017.

• Mr. Deepak Kamal Tripathi resigned from the post of Company Secretary andCompliance Officer (and its subsidiaries i.e. K Sera Sera Miniplex Limited K Sera SeraDigital Cinema Limited and K Sera Sera Box Office Private Limited) w.e.f. 23/01/2018.

• Ms. Ankita Gupta was appointed as Company Secretary and Compliance Office of theCompany (and its subsidiaries i.e. K Sera Sera Miniplex Limited K Sera Sera DigitalCinema Limited and K Sera Sera Box Office Private Limited) w.e.f. 23/01/2018 under section203 of companies act 2013 and other applicable regulations & provisions of SEBI(Listing Obligation and Disclosure Requirement) 2015.

• Mr. Sandip Joshi was appointed as an Additional (Independent) Director in theBoard Meeting held on 23/01/2018 with immediate effect.

• Mr. Aditya Purohit resigned from the post of Independent Director w.e.f.14/02/2018.

• Mrs. Pratima Shailendra Singh was appointed as an Additional (Independent)Director in the Board Meeting held on 14/02/2018 with immediate effect.

• Mr. Ashok Kacker was appointed as an Additional (Independent) Director in theBoard Meeting held on 12/03/2018 with immediate effect.

• Mr. Prasanna Prabhakar Jagtap was appointed as an Additional Managing Directorin the Board Meeting held on 10/05/2018 with immediate effect.

Declaration by Independent Director(s)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with Rule 8 (4) of theCompanies (Accounts) Rules 2014 and Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of the directors individually as well as the evaluation of the working of itsCommittees including the Chairman of the Board.

The board's performance for the current year was assessed on the basis of participationof directors quality of information provided/available quality of discussion andcontribution etc. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering the aforesaid aspects of the Board'sfunctioning. The overall performance of the Board and Committee's of the Board was foundsatisfactory.

The overall performance of Chairman Executive Directors and the Non-executiveDirectors of the Company is satisfactory. The review of performance was based on thecriteria of performance knowledge analysis quality of decision making etc.

Familiarisation programme for Independent Directors

The Familiarisation Programme is formulated with the aim to make the IndependentDirectors of KSS Limited aware about their role responsibilities and liabilities in theCompany and to learn about the nature of the industry in which the company operatesbusiness model of the Company etc. The policy on Company's familiarization programme forIndependent Director has been uploaded on the website of the Company at www.kserasera.comunder Investor Relations> Code of Conduct>Familiarization Programme for IndependentDirectors.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. The summary of Remuneration Policy is stated inthe Corporate Governance Report.

13. Auditors & Auditors' Report

Statutory Auditor

M/s. Agrawal Jain & Gupta (Firm Registration No: 013538C) Chartered AccountantsStatutory Auditor of your Company resigned w.e.f 14.08.2018 due topreoccupation.Accordingly as per the requirement of the section 139 of Companies Act 2013M/s Pipara & Co. LLP (Firm Registration No. 107929W) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of 23rdAGM tillthe conclusion of the 28thAGM in place of M/s. Agrawal Jain & GuptaChartered Accountants (Firm Registration No. 013538C). M/s. Pipara & Co. LLPChartered Accountants (Firm Registration No. 107929W) have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s.Pipara & Co. LLP (Firm Registration No. 107929W) as statutory auditors of theCompany from the conclusion of the 23rd AGM till the conclusion of 28thAGMto the shareholders.

Short Profile of M/s. Pipara & Co. LLP:

Established in the year 1982 Pipara & Co LLP is actively working to be one of themost dynamic effective and professional firms in India. People at Pipara & Co LLPinnovate to go out-of-the-box thereby creating unconventional ideas and solutions inhelping their clients in achieving the next level. A balanced approach combiningInnovation & experience creates an invincible blend.As an ISO Certified Organizationthat caters to wide spectrum of services it becomes important to demonstrate proficiencyin each of the services.

The Notes on financial statements referred to in the Auditor's Report are selfexplanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.

Internal Auditor:

During the year under review Mr. Sunil Sureka (Membership No. 139836) CharteredAccountant is appointed as internal auditor of the company to conduct the internal auditof the company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s Sandeep Dubey & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2017-18.The Secretarial AuditReport is annexed herewith marked as Annexure II (Form MR-3) to this Report. TheSecretarial Audit Report does not contain any qualification reservations or adverseremark.

14. Disclosures

Audit Committee

The Audit Committee as on March 31 2018 comprises of the members namely Mr. RakeshRoopram Sharma (Chairman Non Executive Independent Director) Mrs. KuntiRattanshi (NonExecutive Non Independent Director) and Mrs. PratimaShailendra Singh (Non ExecutiveIndependent Director). The Audit Committee played an important role during the year. Itcoordinated with the Statutory Auditors Internal Auditors and other key personnel of theCompany and has rendered guidance in the areas of internal audit and control finance andaccounts. All the recommendations made by the Audit Committee were accepted by the Board.

7 meetings of the Audit Committee were held during the year.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee as on March 31 2018 comprises of the membersnamely Mrs. Kunti Rattanshi (Chairman Non Executive Non Independent Director)Mr. RakeshRoopram Sharma (Non Executive Independent Director) and Mrs. Pratima Shailendra Singh(Non Executive Independent Director). With the compulsory dematerialization of theCompany's shares and electronic mode of transfers postal dispatches which led to usualcomplaints have been minimized. At the year end 97.35% of the total shares weredematerialized with no unresolved pending investor grievances and intimation forcompulsory dematerialization of shares (as per SEBI Circular) is also given to thephysical shareholders of the Company.

5 meetings of the Stakeholders' Relationship Committee were held during the year.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee as on March 31 2018 comprises of themembers namely Mr. Rakesh Roopram Sharma (Chairman Non Executive Independent Director)Mrs. KuntiRattanshi (Non Executive Non Independent Director) and Mrs. PratimaShailendraSingh (Non Executive Independent Director). The purpose of the Nomination and RemunerationCommittee is to recommends to the Board the suitability of candidates for appointment asKey Managerial Personnel Directors and the remuneration packages payable to them andother employees.

7 meetings of the Nomination & Remuneration Committee were held during the year

Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.kserasera.com under Investor Relations> Code of Conduct>Vigil Mechanism Policy

Meetings of Board

The Board of Directors duly met 8 times during the financial year from April 01 2017to March 31 2018. The dates on which meetings were held are as follows: (i)11.04.2017(ii) 30.05.2017 (iii) 14.08.2017 (iv) 11.09.2017 (v) 14.12.2017 (vi) 23.01.2018 (vii)14.02.2018 (viii) 12.03.2018.

Particulars of Loans Investments Guarantees by the Company

The detailed particulars of loans guarantees and investments made/given by the Companyin the year 2017 -2018 as per Section 186 of the Companies Act 2013 and Schedule V of theSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 is stated in theNotes to Account which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of Section 188 (1)of the Companies Act 2013. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014are given in Annexure III in Form AOC-2 and the same forms part of this report.

Public Deposits

During the period under review Your Company has not accepted any Public Depositsfalling within the purview of section 73 of the Companies Act 2013. As such no amount onaccount of principal or interests on public deposits was outstanding as on March 312018.

Policy on Related Party Transactions:

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015.

This Policy was considered and approved by the Board has been uploaded on the websiteof the Company at www.kserasera.com under Investor Relations> Code of Conduct>Policyon Related party Transaction.

Prevention Prohibition and Redressal of Sexual Harassment at Workplace

Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individualworking for the Company through various interventions andpractices. It is the continuous effort of theManagement of the Company to create andprovide an environment to all its employees that is free fromdiscrimination andharassment including sexual harassmentCompany has Sexual Harassment Policy in place andavailable on Company's website. During the year under reviewthere were no complaints fromany of the employee.

15. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-IV.

16. Conservation of Energy Technology Absorption Foreign Exchange

The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technology absorption are not applicable to the Company.However the Company has been continuously and extensively using technology in itsoperations. There were no foreign exchange earnings and foreign exchange outgo during theyear and in previous year.

17. Particulars of Employees and Directors

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anyre-enactment/modification thereof) in respect of employees of the Company is as follows:

During the period under review the company had two Executive Director one NonExecutive Non Independent Director and Four Non Executive Independent Director and theywere not paid any remuneration except executive directors etc. Further no sitting feeshas been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key Management Personnel was in accordance withremuneration policy adopted by the company.

The information required pursuant to section 197(12) read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect toremuneration to the Whole time directors and Key managerial Personnel is preparedseparately forming part of this report.

Having regard to the first proviso of section 136 (1) of the Companies Act 2013 theAnnual Report is being sent to the members of the Company excluding the aforesaidinformation. However the said information is available for inspection at the RegisteredOffice of the Company before 21 days of the ensuing Annual General Meeting during businesshours on working days.

18. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future

The company has received Order from Custom department for outstanding demand of Rs.153367556 under section 142 of customs Act 1962.

19. Share Capital

The paid up Equity Share Capital as on March 31 2018 is Rs. 2135875070/-.TheCompany had allotted 5648873 equity shares (pursuant to subdivision 56488730 equityshares of Re.1/- each) of face value of Rs. 10/- each at the rate of Rs. 14.16/- per shareon preferential basis pursuant to the conversion of Optionally Convertible RedeemableBonds (OCRBs) as on November 14 2014. However the listing permission from the NSE and BSEfor the aforesaid issue of equity shares is awaited.

20. Unclaimed Shares

During the last financial year the Company had transferred 4340 unclaimed equityshares of Re. 1/- each to the Demat Suspense Account belonging to 3 shareholders onNovember 07 2015. The said amount is lying at the end of the year as none of theshareholders approached for transfer of shares from suspense account during the year.Company is holding these shares in a ‘Demat Suspense Account' with DP- Nirmal BangSec. Pvt Ltd. On behalf of the allottees of these shares.

The voting rights in respect of these shares would remain frozen till the rightfulowner claims it as per the procedure laid down under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

21. Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down inSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is included as a part of this Annual report. Certificate from thePracticing Company Secretary confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included as a part of this report.

22. Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. The Company is in compliance with the revisedsecretarial standards to the extent applicable.

23. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the financial year2018-19 to NSE and

BSE where the Company's shares are listed

24. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to thevarious Departments of the Central and State Government Company's Bankers clients mediaand business constituents for their valuable assistance and support. The Directors alsoacknowledge the continued support received from investors and shareholders and theconfidence reposed by them. The Directors place on record their appreciation for thesincere and dedicated services rendered by all the employees of the Company at all levels.

For and on behalf of Board of directors
Place: Mumbai Sd/- Sd/-
Date: August 13 2018 Satish Panchariya Harsh Upadhyay
Executive Chairman & Director Director
DIN: 00042934 DIN: 07263779