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Kusam Electrical Industries Ltd.

BSE: 511048 Sector: Consumer
NSE: N.A. ISIN Code: INE175Q01018
BSE 00:00 | 29 Mar Kusam Electrical Industries Ltd
NSE 05:30 | 01 Jan Kusam Electrical Industries Ltd
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OPEN 5.18
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52-Week high 5.18
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Buy Qty 36500.00
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Kusam Electrical Industries Ltd. (KUSAMELECTR) - Director Report

Company director report

To The Members

Kusam Electricals Industries Ltd

Your Directors are pleased to present the Thirty Sixth Annual Report and the AuditedAccounts of the Company for the year ended 31st March 2019.

1. Financial Results

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

Particulars 2018-2019 2017-2018
(In ‘000) (In ‘000)
Gross Income 55618.11 37988.72
Profit Before Interest and Depreciation 7969.47 3180.97
Less: Interest 104.73 183.42
Less: Provision for Depreciation 865.73 821.41
Profit Before Exceptional & Extraordinary items & Tax 6999.01 2176.14
Less: Exceptional Items - -
Less: Extraordinary items - -
Profit Before Tax 6999.01 2176.14
Less: Provision for Tax 2360.7 444.83
Less: Deferred Tax 50.36 186.97
Net Profit After Tax 4587.95 1544.35
Earnings Per Share- Diluted 19.16 6.51

2. Operations

The Income from operations and other income during the year was at 55618110 asagainst 37988720 in the previous year. The Net Profit (before exceptional and extraordinary items and tax) was 6999010 as against 2176140 in the previous year. TheCompany`s Net Profit after tax is of 4587950 as against 1544350 after tax in thePrevious year.

3. Outlook

The Management of the Company is focusing on procuring bulk orders at competitiverates. The initative taken by the company has started showing good results. The Company isconfident of improved performance during the current year.

4. Dividend

With a view to conserve funds for the operations of the Company your Directors havenot recommended any Dividend on the Equity Shares for the Financial Year under review.

5. Transfer To Reserves

There has been no transfer to reserves in the current Financial Year under review.

6. Share Capital

The Authorised Equity Share Capital of the Company as on March 31 2019 is 2500000(Rupees Twenty five lacs) having 250000 Equity Shares of 10/- each . The Paid-up EquityShares Capital of the Company as on March 31 2019 is 2400000 (Rupees Twenty four lacs)having 240000 Equity shares of 10/- each.

7. Public Deposits

During the year under review the Company has not accepted or renewed any depositsfalling within the purview of provisions of Section 73 of the Companies Act 2013 readwith The Companies (Acceptance of Deposits) Rules 2014. Hence the requirements forfurnishing of details of deposits which are not in compliance with Chapter V of the Act isnot applicable.

8. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Chandmal Parasmal Goliya (DIN: 00167842)Director of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment. The Independent Directors of theCompany are highly competent with relevant experience and expertise. They contribute invarious ways in the growth and development of the Company. None of the IndependentDirectors had any pecuniary relationship or transactions with the Company during FinancialYear 2018-19. None of the Directors or Key Managerial Personnel (KMP) of the Company arerelated inter-se. The information as required to be disclosed under Regulation 36 of SEBILODR Regulations 2015 in case of reappointment is forming part of Notice.

As per the information available with the Company none of the Directors of the Companyare disqualified for being appointed as a Directors as specified in Section 164(2) of theCompanies Act 2013.

The Key managerial personnel in the company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows: Mr. Chandmal Goliya: Whole Time Director Mr. NavalJha: Chief Financial Officer Ms. Amruta Lokhande: Company Secretary

During the year Ms. Neha Sangam resigned as Company Secretary w.e.f. 25.10.2018 andMs. Amruta Lokhande is appointed as Company Secreatry in place w.e.f 1st November 2018.

During the year Ms. Damini Jhunjhunuwala (DIN: 07480193) resigned as Directors fromthe Board of your Company with effect from 14th January 2019. The Board placeson record its deep appreciation for the services rendered by Ms. Damini Jhunjhunuwaladuring her tenure as Members of the Board and Committees.

Mr. Sushilkumar Bhooramal Jhunjhunuwala (DIN: 08351009) was appointed as an AdditionalDirector (Independent) with effect from 11th February 2019 as an AdditionalDirector Mr. Sushilkumar Bhooramal Jhunjhunuwala holds office up to the date of theensuing Annual General Meeting and being eligible offers himself for appointment as aDirector to be Designated as an Independent Director.

Mr. Navin Chandmal Goliya (DIN: 00164681) was appointed as an Additional Director witheffect from 11th February 2019 as an Additional Director Mr. Navin ChandmalGoliya holds office up to the date of the ensuing Annual General Meeting and beingeligible offers himself for appointment as a Director to be Designated as an Director.

9. Particulars of Employees

The prescribed particulars of Employees required under Section 134 (3)(q) of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure II and forms part of this reportof the Directors.

There are no employees of your Company who comes within the purview of Section 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the amended Rulesduring the year under review.

10. Board & Committee Meetings

a) Board Meeting:

During the financial year 2018-19 total Four (4) Board Meetings were held on 30thMay 2018 10th August 2018 14th November 2018 and 11thFebruary 2019. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

Attendance :

Name of the Director Category Number of Board Meetings attended Attended last AGM
Mr. Chandmal Parasmal Goliya Whole time Director 4 Yes
Mr. Jhanwarlal Bhanwarlal Sipani Non- Executive Director 4 Yes
Mrs. Sushma Ranka Non- Executive Independent Director 4 No
Ms. Damini Jhunjhunuwala Non- Executive Independent Director 2 Yes

*Ms. Damini Jhunjhunuwala resigned w.e.f. 14th January 2019

b) Audit Committee Meeting:

During the financial year 2018-19 total four (4) Audit Committee Meetings were held on30th May 2018 10th August 2018 14th November 2018and 11th February 2019.

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee during thefinancial year 2018-2019 are as follows:

Chairman: Ms. Sushma Ranka

Members: Mr. J B. Sipani

Ms. Damini Jhunjhunuwala

Attendance :

Name of the Director Category Number of Committee Meetings attended Attended last AGM
Mrs. Sushma Ranka Non - Executive Independent Director(Chairman) 4 No
Mr. J B. Sipani Non - Executive Director 4 Yes
Ms. Damini Jhunjhunuwala Non - Executive Independent Director 2 Yes

*Ms. Damini Jhunjhunuwala resigned w.e.f. 14th January 2019

(a) TERMS OF REFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

i. The recommendation for appointment remuneration and terms of appointment ofAuditors of the Company.

ii. Review and monitor the Auditors Independence and performance and effectiveness ofAudit process.

iii. Examination of the financial statement and Auditors Report thereon.

iv. Approval or any subsequent modification of transaction of the Company with relatedparties.

Provided that the Audit Committee may make Omnibus Approval for related partytransactions proposed to be entered into by the Company subject to such consultations asmay be prescribed.

v. Scrutiny of Corporate Loans and Investments.

vi. Valuation of undertakings or assets of the Company wherever it is necessary.

vii. Evaluation of internal financial controls and risk management system.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Calling for the Comments of the Auditors about internal control system the scopeof Audit including the observations of the Auditors and review of Financial Statementsbefore their submission to the Board and may also discuss any related issues with theInternal and Statutory Auditors and Management of the Company.

Authority to investigate into any matter in relation to the item specified from (i) to(ix) above or referred to it by the Board

(b) FUNCTION:

The Audit Committee while reviewing the Annual Financial Statement also review theapplicability of various Accounting Standards (AS) referred to in Section 133 of theCompanies Act 2013. Compliance of the Accounting Standard as applicable to the Companyhas been ensured in the preparation of the Financial Statement for the year ended 31stMarch 2019.

Besides the above Chairman and Managing Director Whole-Time Director Chief FinancialOfficer Business heads of the Company divisions and the representatives of the StatutoryAuditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism(implemented in the Company as a Risk Management Policy and Whistle Blower Policy) andreview the finding of investigation in the cases of material nature and the action takenin respect thereof.

c) Nomination & Remuneration & Compensation Committee Meeting:

During the Financial Year 2018-19 total one (1) Nomination & RemunerationCommittee Meeting was held on 10th August 2018.

The Company has constituted Nomination & Remuneration Committee. The details of theComposition of the Nomination & Remuneration Committee are as follows:

Chairman: Mrs. Sushma Ranka
Members: Mr. J B. Sipani
Ms. Damini Jhunjhunuwala

Attendance:

Name of the Director Category Number of Committee Meetings attended Attended last AGM
Ms. Sushma Ranka Non- Executive Independent Director(Chairman) 1 No
Mr. J B. Sipani Non- Executive Director (Member) 1 Yes
Ms. Damini Jhunjhunuwala Non-Executive Independent Director 1 Yes

(a) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act2013. The terms of reference of the Committee inter alia includes the following:

1. To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria let down and to recommend to theBoard their appointment and removal and shall carry out evaluation of every Directorsperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Directors and recommend to the Board a Policy relating to theremuneration for the Directors Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully.

4. To ensure that relationship of remuneration to performance is clear and meetsappropriate performance benchmark.

5. To ensure that remuneration to Directors Key Managerial Personnel and SeniorManagement involves balance between fixed and incentive pay reflecting short term and longterm performance objectives appropriate to the working of the Company and its goals.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual Performance Evaluation of its own performance the Directors individually as wellas the Evaluation of the working of its various committees. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the company. The performanceevaluation of the Independent Directors was carried out by the entire Board excluding thedirectors being evaluated. The Performance Evaluation of the Chairman and Non IndependentDirectors was carried out by the Independent Directors at their separate meeting.

12. FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

13. Declaration by an Independent Director(s) and re-appointment if any

All Independent Directors have given declarations affirming that they meet the criteriaof independence as provided under Section 149 (6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (LODR) Regulations 2015 and there has been no change in thecircumstances which may affect their status as Independent Directors during the year.

Mr. Chandmal Parasmal Goliya (DIN: 00167842 ) Director retires by rotation and beingeligible and not being disqualified under Section 164 of the Companies Act 2013 offershimself for reappointment.

Ms. Damini Jhunjhunuwala (DIN: 07480193) resigned as Directors from the Board of yourCompany with effect from 14th January 2019. The Board places on record itsdeep appreciation for the services rendered by Ms. Damini Jhunjhunuwala during her tenureas Members of the Board and Committees. . Mr. Sushilkumar Bhooramal Jhunjhunuwala (DIN:08351009) was appointed as an Additional Director (Independent) with effect from 11thfebruary 2019. As an Additional Director Mr. Sushilkumar Bhooramal Jhunjhunuwala holdsoffice up to the date of the ensuing Annual General Meeting and being eligible offershimself for appointment as a Director to be Designated as an Independent Director.

Notice pursuant to Section 160 of the Act has been received from a Member along withthe requisite deposit proposing the candidature of Mr.Sushilkumar Bhooramal Jhunjhunuwalafor his appointment as an Independent Director/Director at the ensuing Annual GeneralMeeting. The Board recommends for their appointment.

14. Policy on Directors Appointment & Remuneration

Details of Nomination and Remuneration Policy pursuant to Section 178 (4) of theCompanies Act can be accessed by clicking on the web link:

Details of Familiarisation Programme for Independent Directors and criteria for makingpayment to Non- Executive Directors can be accessed by clicking on the web link: http://www.kusamelectrical.com/Directors-Familiarisation-Programme.pdf

15. Management Discussion and Analysis Report

Management Discussion and analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (LODR) Regulation 2015 is presented in the separateSection forming part of Annual Report. (Annexure IV)

16. Auditors:

(i) Statutory Auditor

The Statutory Auditors of your Company namely M/s Chhajed & Doshi CharteredAccountants Mumbai (Firm Registration No. 101794W) were appointed as the StatutoryAuditors of the Company for first time at the 31st Annual General Meeting heldfor a term of three years and hold office up to conclusion of the 34th AnnualGeneral Meeting be and are hereby appointed as statutory Auditor of the Company to holdoffice from the conclusion of this Annual general

Meeting till conclusion of the 37th Annual General Meeting subject toratification by the members of the Company at each of the Annual General Meeting held ineach subsequent year at such remuneration as may be mutually agreed between the Board ofDirectors and the Auditors. The Auditors' Report for the financial year 2018-19 does notcontain any qualification reservation or adverse remark and the same is attached with theannual financial statements.

(ii) Secretarial Auditor

As per Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.

CS Unnatti Jain Practicing Company Secretary was appointed as Secretarial Auditorsfor carrying out the Secretarial audit for the Financial Year 2018-19.

The Secretarial Audit Report for the Financial Year ended 31st March 2019is annexed herewith marked as "Annexure A" to this Report. The observations madeby the Secretarial Auditor in her report are self explanatory.

As required by Section 204 of the Act 2013 the Secretarial Audit Report for the year2018-19 given by Unnatti Jain Practicing Company Secretary for auditing the Secretarialand related records is attached herewith as "Annexure III.

iii) Cost Auditor

The Company is not required to maintain Cost Audit Records as its turnover is less than1 Crore Company not engaged in production of goods or providing services in respect ofwhich any order has been passed by the Central Government under Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014.

17. Internal Controls

Your Company has in place adequate Internal Control Systems commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures aredesigned to ensure sound management procedures are designed to ensure sound management ofyour Company's operations safekeeping of its assets optimal utilization of resourcesreliability of its financial information and compliance. Clearly defined roles andresponsibilities have been institutionalized. Systems and procedures are periodicallyreviewed to keep pace with the growing size and complexity of your company's operations.

18. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013the Company have a Vigil Mechanism Policy for directors and employees to deal with aninstance of fraud or mismanagement if any. The Vigil Mechanism Policy has been uploadedon the website of the Company at http://www.kusamelectrical.com/pdf/Whistle-Blower-policy.pdf

19. Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the company whichincludes business risks markets risks event risks and IT / Financial/ Interest rate/liquidity risks and the structure infrastructure processes awareness and riskassessment / minimization procedures. The elements of the risk which in severe form canthreaten Company's existence have been identified by the Board of Directors. Details ofthe Risk management Policy have been uploaded on the website of the Company at http://www.kusamelectrical.com/Risk-Management-Policy.pdf

20. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return of yourCompany for the financial year ended 31st March 2019 is given in MGT 9 asa part of this Annual Report as ANNEXURE I .

21. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand on the date of this report.

22. Particulars of loans guarantees or investments

The details of Loan Guarantees and Investments are given under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to Financial Statements.

23. Related Parties Transactions:

During the financial year 2018-19 the Company had not entered into any materialtransactions with any of its related parties. The related party transactions entered intowith the related parties as defined under Companies Act 2013 during the financial year2018-2019 were in the ordinary course of business and at arm's length and the same hasbeen approved by the Audit Committee. The disclosure of Related Party Transactions underAccounting Standard-18 with related party are disclosed in the notes to Accounts of theStandalone Financial Statements. Details of policy for dealing with related partytransactions can be accessed by clicking on the web link: http://www.kusamelectrical.com/Related-party-transaction-policy.pdf

24. Corporate Governance

Clause 49 of the erstwhile Listing agreement and Regulations 17 to 27 and Clauses (b)to (i) of sub-regulation (2) of regulation 46 and paras C D and E of Schedule V of theSEBI (LODR) Regulations 2015 are not applicable to the Company as the paid up ShareCapital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Croresas on 31st March 2019. Hence the Corporate Governance Report is not includedin this Report.

25. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of theCompanies Act 2013 the Company is not required to adopt a CSR Policy outlining variousCSR activities to be undertaken by the Company.

26. General Disclosures

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

1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

27. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressalmechanism pertaining to Sexual harassment of women employees at workplace. There was nocomplaint received during the year under review.

28. (a) Conservation of energy technology absorption

Your Company has no activities relating to conservation of energy and absorption ofTechnology.

(b) Foreign exchange earnings and Outgo

During the year under review the Company has earned foreign exchange of 124080/- onaccount of export sale and outgo of foreign exchange during the year was 30930416/- forimports.

29. Directors' Responsibility Statements

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:-

(a) In the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

(b) The Directors has selected such accounting policies as mentioned in Note 2 of theAnnual accounts have been applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year ended 31st March 2019 and of theprofit and loss of the company for that period.

(c) The Directors had taken proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

(d) The Directors had prepared the annual accounts for the year ended 31stMarch 2019 have been prepared on a going concern basis.

(e) The Directors had laid down Internal Financial Control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws are devised and are adequate and operating effectively.

30. Significant And Material Orders Passed By The Regulators Or Courts

During the year under review no significant and material orders were passed by theRegulators Securities Exchange Board of India Stock Exchanges Tribunal or Courts.

31. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The company hereby affirms that during the year under review company has complied withall the applicable secretarial standards (including any modifications or amendmentsthereto) issued by the Institute of Company Secretaries of India

32. Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

33. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 toBSE where the Company's Shares are listed.

34. Acknowledgements

Your Directors wish to thank Bankers Government Authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support andvaluable guidance to the Company. Your Directors also wish to place on record theirappreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board of Directors
Sd/-
Place: Mumbai Chandmal P. Goliya
Date: 14-08-2019 Whole time Director

.