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|
|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|
Kusam Electricals Industries Ltd
Your Directors are pleased to present the Thirty Seventh Annual Report and the AuditedAccounts of the Company for the year ended 31stMarch 2020.
1. Financial Results
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:
2. Review of Operations
The Income from operations and other income during the year was at 4 0740130 asagainst 55618110 in the previous year. The Net Profit (before exceptional and extraordinary items and tax) was ( 1905360) as against 6999010 in the previous year. TheCompany`s Net Profit after tax is of ( 1902520) as against 4587950 aftertax in thePrevious year.
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.
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 2020 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 2020 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. Jhanwarlal Bhanwarlal Sipani (DIN 01261901)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 2019-20. 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 theinformation available with the Company none of the Directors of the Company aredisqualified 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) and203 of the Companies Act 2013 are as follows: Mr. Chandmal Goliya: Whole Time DirectorMr. Naval Jha: Chief Financial Officer Ms. Amruta Lokhande: Company Secretary
9. DISCLOSURES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013
The Company does not have any employee. Hence the requirements as specified in Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 arenot applicable to 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 kept atthe Registered Office for inspection 21 days before the date of Annual General Meeting ofthe Company Pursuant to Section 136 of the Companies Act 2013 and members if anyinterested in obtaining the details thereof shall make specific request to the ComplianceOfficer of the Company in this regard.
10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR - NIL 11. Board & Committee Meetingsa) Board Meeting:
During the financial year 2019-20 total Four (4) Board Meetings were held on 20thMay 2019 14th August 2019 14th November 2019 and 12thFebruary 2020. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
b) Audit Committee Meeting:
During the financial year 2019-20 total four (4) Audit Committee Meetings were held on20th May 2019 14thAugust 2019 14thNovember 201 9and 12thFebruary 20 20. The Board has well-qualified Audit Committee withmajority of Independent Directors including Chairman. They possess sound knowledge onAccounts Audit Finance Taxation Internal Controls etc. The details of the Compositionof the Audit Committee during the financial year 2019-2020 are as follows:
Ms. Sushma Ranka
Mr. J B. Sipani
(a) TERMS OF REFERENCE:
The terms of reference of the Audit Committee inter alia include the following: i. Therecommendation for appointment remuneration and terms of appointment of Auditors of theCompany. ii. Review and monitor the Auditors Independence and performance andeffectiveness of
Audit 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 ofundertakings or assets of the Company wherever it is necessary. vii. Evaluation ofinternal financial controls and risk management system. viii. Monitoring the end use offunds raised through public offers and related matters. ix. Calling for the Comments ofthe Auditors about internal control system the scope of Audit including the observationsof the Auditors and review of Financial Statements before their submission to the Boardand may also discuss any related issues with the Internal and Statutory Auditors andManagemento f the Company. Authority to investigate into any matter in relation to theitem specified from (i) to (ix) above or referred to it by the Board
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 2020.
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 alsooversees and reviews the functioning of Vigil Mechanism (implemented in the Company as aRisk Management Policy and Whistle Blower Policy) and review the finding of investigationin the cases of material nature and the action taken in respect thereof.
c) Nomination & Remuneration & Compensation Committee Meeting:
During the Financial Year 2019-20 total one (1) Nomination & RemunerationCommittee Meeting washeld on 14thAugust 201 9. The Company has constitutedNomination & Remuneration Committee. The details of the Composition of the Nomination& Remuneration Committee are as follows:
Mr. J B. Sipani
Mr. SushilkumarJhun jhunuwala
(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 appropriateto the working of the Company and its goals.
C) . Stakeholders Relationship Committee:
The Board has reconstituted Shareholders'/Investors Grievance Committee as StakeholdersRelationship Committee in accordance with the provisions of the Companies Act 2013. TheStakeholders Relationship Committee comprised of:
(b) Meetings AndAttendance:
The Stakeholders Relationship Committee met Four (4) times during the Financial Year2019-20. The Committee met on 20thMay 2019 1 4thAugust 2019 14 thNovember 2019 &12thFebruary 2020. The necessary quorum was present for all Meetings.
(c) TERMS OF REFERENCE:
The Company with the assistance of the Registrar and Share Transfer Agent M/s. SatelliteCorporate Services Pvt. Ltd attend to all grievances of the Shareholders received directlythrough SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc.The Minutes of the Stakeholders Relationship Committee Meetings are circulated to theBoard and noted by the Board of Directors at the Board Meeting. Continuous efforts aremade to ensure that grievances are more expeditiously redressed to the completesatisfaction of the Investors. Shareholders are requested to furnish their TelephoneNumbers and e-mail address to facilitate prompt action.
(d) DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED SOLVED AND
PENDING SHARE TRANSFERSCOMPLAINTS:
During the year nil complaints regarding non-receipt of shares sent for transferDemat queries were received from the shareholders all of which have been resolved. Thecompany had no transfers pending at the close of 31.03.2020.
12. 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.
13. FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year.
14. Declaration by an Independent Director(s)
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.
15. Internal Financial Controls
The Board has laid down Internal Financial Control Policy to be followed by the Companyand the policy is available on Company's website at the link www.kusamelectrical.com . TheCompany has in place adequate internal financial controls with reference to financialstatements. During the year such controls were reviewed and no reportable materialweakness in the operation was observed.
16. 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 FamiliarisationProgramme for Independent Directors and criteria for making payment to Non- ExecutiveDirectors can be accessed by clicking on the web link: http://www.kusamelectrical.com/Directors-Familiarisation-Programme.pdf
17. 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)
(i) Statutory Auditor
M/s. R A N K & Co Chartered Accountants (Firm Registration Number: 101794W) whoare to be appointed as the Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting upto the conclusion of the Annual GeneralMeeting to be held in the Financial Year ended March 31 2025 in place of M/s. Chhajed& Doshi Chartered Accountants whose two term has expired and ceased to get reappointedas required under the provisions of Section 139 of the Companies Act 2013. The Companyhas obtained written confirmation from M/s. R A N K & Co that their appointment ifmade would be in conformity with thelimits specified in the said section. The Report givenby the Statutory Auditor for the Financial Statements for the year ended 31st March 2020read with Explanatory Notes thereon do not call for any explanation or comments from theBoard under Section 134 of the Companies Act 2013.
(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. CSUnnatti Jain Practicing Company Secretary was appointed as Secretarial Auditors forcarrying out the Secretarial audit for the Financial Year 2019-20.
The Secretarial Audit Report for the Financial Year ended 31st March 2020is annexed herewith marked as "Annexure A" to this Report. The observations madeby the Secretarial Auditor in her report are self explanatory. As required bySection 204 of the Act 2013 the Secretarial Audit Report for the year 2019-20 given byUnnatti Jain Practicing Company Secretary for auditing the Secretarial and relatedrecords is attached herewith as "Annexure III. iii) Cost Auditor
The Company is not required to maintain Cost Audit Records as its turnover is less than35 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.
19. 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.
20. 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
21. 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
22. 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 2020 is given in MGT 9 asa part of this Annual Report as ANNEXURE I .
23. 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.
24. 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.
25. Related Parties Transactions:
During the financial year 2019-20 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 year2019-2020 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
26. Corporate Governance
In terms of Regulation 15(2)(a) of SEBI(LODR) Regulations 2015 the compliance withthe Corporate Governance provisions as specified in Regulations 17 18 19 20 21 2223 24 25 26 27 and Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and parasC D and E of Schedule V are not applicable to the Company as the paid up share capital ofthe Company is less than 10 crores and its Net Worth does not exceed 25 crores as on31stMarch 2020.
27. 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.
28. 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.
29. 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.
30. (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 .
31. 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 March2020 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 2020 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 2020 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.
32. 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.
33. 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
34. 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.
35. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toBSE where the Company's Shares are listed.
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.