Your Directors present the 27th ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2018-19 ended 31st March 2019.
1. FINANCIAL RESULTS :
(Rs in Lakh)
|Particulars ||2018-19 ||2017-18 |
|Loss before Depreciation and Tax ||15.45 ||12.57 |
|Add: Depreciation ||9.58 ||10.68 |
|Loss before/after tax ||25.03 ||23.25 |
|Opening debit balance of Profit & Loss ||3217.45 ||3194.20 |
|Loss carried forward to Balance sheet ||3242.48 ||3217.45 |
|Other comprehensive income ||0.77 ||0.82 |
There are no material changes and commitment off the financial position of companywhich have occurred between 1st April 2019 and date of this report.
During the year under review the sales comprises of the Job work of furnishing fabricsand manufacturing of transfer printing and ceramics totaling to Rs. 122.98 lakh ascompared to Job work & own production of furnishing fabrics and ceramics of Rs. 128.57lakh during 2017-18. The Company has earned other income of Rs. 16.32 lakh during the yearunder review as compared to Rs. 21.52 lakh during 2017-18. The business of ceramic has notyielded desired results.
During the year under review the Company incurred Loss before Depreciation of Rs.15.45 lakh compared to Loss of Rs. 12.57 lakh during 2017-18. After providing fordepreciation of Rs. 9.58 lakh the Loss after depreciation stood at Rs. 25.03 lakh.
The other comprehensive income stood at Rs. 0.77 lakh during the year as compared toRs. 0.82 lakh for the year 2017-18.
The transfer printing machine division as well as the restarted ceramic division havenot performed as expected.
The furnishing machineries were disposed off during the year.
In view of the large accumulated losses your Directors regret their inability torecommend any dividend on the Equity Shares of the Company.
4. FUTURE OUT LOOK:
The Company had installed second hand transfer printing paper machinery. The transferprinting machine division as well as the restarted ceramic division have not performed asexpected. So the company plans to lease out its facilities.
Fund arrangements including working capital have been prudently managed and during thecurrent financial year company did not enjoy any financial assistance from FinancialInstitutions and Banks.
The Company has not raised any term loan during the year as well as not given anyguarantee for loans taken by others from bank or financial institutions.
The Company's Income-tax Assessment has been completed up to the Assessment Year2014-15 and Sales tax Assessment is completed up to the Financial Year 2001-02.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2019-20.
7. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2019 was Rs. 152500000/-.As on 31st March 2019 the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity and none of the Directors of the Company holdany convertible instruments.
8.1 One of your Directors viz. Mrs. Kiran M. Virani retires by rotation in terms of theArticles of Association of the Company. However being eligible offers herself forre-appointment. Further subject to approval of the Members at the ensuing Annual GeneralMeeting (AGM) the Board has resolved to re-appoint Mr. Mansukh K. Virani as Whole TimeDirector of the Company.
The above re- appointments forms a part of the Notice of the forthcoming 27th AGM andthe resolutions are recommended for your approval.
8.2 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Ranjitsinh A. Parmar and Mr. Priyesh G. Shah as IndependentDirectors of the Company for a second consecutive term of 5 years from the conclusion ofthis 27th AGM up to the conclusion of the 32nd AGM respectively and they will not beliable to retire by rotation.
8.3 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
8.4 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for re-appointment of Independent Directors are provided inthe notice for the forthcoming AGM of the Company.
8.5 The Board of Directors duly met 5 times during the financial year under review.
8.6 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
8.7 FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
8.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2019 beingend of the financial year 2018-19 and of the Loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. The Relationship of remuneration to performanceis clear and meets appropriate performance benchmarks. All the Board Members and SeniorManagement personnel have affirmed time to time implementation of the said Remunerationpolicy.
The Nomination and Remuneration Policy are available on the Company'swebsite-www.kushindustrieslimited.com
11. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
Remuneration of KMP:
|Sr. No. Name of the KMP ||Designation ||Remuneration |
|1. Mr. Dipak S. Patel ||CFO ||365465/- |
|2. Mrs. Bhoomi S. Shah ||Company Secretary ||167500/- |
#Mrs. Bhoomi S. Shah was appointed as Company Secretary and ComplianceOfficer of the Company w.e.f. 20th July 2018.
12. PERSONNEL AND H. R. D.:
12.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.
The number of Employees of the Company are 7 (Seven). The relationship between averageincrease in remuneration and Company's performance is as per the appropriate performancebenchmarks and reflects short and long term performance objectives appropriate to theworking of the Company and its goals.
12.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.kushindustrieslimited.com
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3) (m) of the Companies Act 2013 and Rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure - A.
15. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure - B.
16. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure D. Asregards the observation of the Auditors the Company has appointed Whole-time CompanySecretary and have also uploaded requisite information on the website of the Company as onthe date of this Report. With regard to SEBI Circular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/2018/ 73 dated 20th April 2018 the Company has yet not taken special efforts to collectcopy of PAN and bank account details of all securities holders holding securities inphysical form. However the Company has placed note for the same in the Annual Report forthe year 2018-19 and also in the notice of the forthcoming Annual General Meeting.
17. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure E. The same is also available on the Company's website atwww.kushindustrieslimited.com.
18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
The present Auditors of the Company M/s. SNK & Co. Chartered Accountants Suratwere appointed as Statutory Auditors of the Company at the 25th Annual General Meeting fora period of 5 years i.e. for financial years 2017-18 to 2021-22. They continue to holdoffice as Statutory Auditors till the conclusion of 30th AGM to be held in the year 2022.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
19.6 RESEARCH & DEVELOPMENT:
The Company is continuously working on Research and Development resulting in newinnovation leading to cost reduction and better product quality.
19.7 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
19.8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.
19.9 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
19.10 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
19.11 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
19.12 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
20. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
21. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||for and on behalf of the Board |
|Place : Ankleshwar ||Mansukh K. Virani |
|Date : 18th July 2019 ||Chairman |