The Board of Directors are pleased to present the Company's 19th Annual Report alongwith the Audited Financial Statements both standalone and consolidated for the FinancialYear ended March 31 2019. FINANCIAL RESULTS The Company's financial performance for theyear ended March 31 2019 is summarized below:
1. FINANCIAL SUMMARY
( In Lakhs)
| || |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations ||35828.92 ||100660.50 ||89597.86 ||233541.14 |
|Other income (net) ||292.66 ||2436.03 ||364.52 ||251.91 |
|Total Revenue (A) ||36121.58 ||103096.53 ||89962.39 ||233793.05 |
|Total Expenses (B) ||34696.87 ||99589.18 ||84741.83 ||222018.07 |
|Profit Before tax (PBT) (A-B) ||1424.71 ||3507.35 ||5220.56 ||11774.98 |
|Less Provision for Current Tax (including earlier year) ||56.27 ||705.91 ||67.07 ||779.23 |
|Less: Deferred Tax Provision ||37.80 ||29.98 ||37.80 ||29.98 |
|Profit After Tax (PAT) ||1330.65 ||2771.46 ||5115.69 ||10965.77 |
|Earnings per share ( 2/- each) || || || || |
|a). Basic ||0.54 ||1.17 ||2.07 ||4.62 |
|b). Diluted ||0.40 ||1.17 ||1.52 ||4.62 |
*Figures for the Financial year 2018-19 are the merged figures of Kushal Limited(Transferee Company) and Kushal Wealth Creators Private Limited Kushal InfrastructurePrivate Limited Ashapura Paper Mills Private Limited and Riddhi Siddhi Recyclers PrivateLimited (Transferor Companies) and in addition Rainbow Paper Limited (Acquired underInsolvency and bankruptcy Code 2016 Procedure) Hence not comparable with previous yearfigures.
2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND 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 these Financial Statements relateand on the date of this report. Further during the financial year under report nosignificant or material orders have been passed by any of the regulators or courts ortribunals impacting the going concern status and operations of the company in future.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
4. PERFORMANCE OF THE COMPANY
During this year your Company has achieved a turnover on Standalone Basis of 36121.58Lakhs as against 103096.53 Lakhs in the previous year. Your Company posted a Profit of1424.71 Lakhs (before Tax) as against profit of 3507.35 Lakhs
(before Tax) in the previous year. While Profit after Tax (PAT) for the Financial Year2018-19 was 1330.65 Lakhs as against Profit after Tax (PAT) of 2771.46Lakhs in theprevious year.
After merging the figures of Kushal Wealth Creators Private Limited KushalInfrastructure Private Limited Ashapura Paper Mills Private Limited Riddhi SiddhiRecyclers Private Limited and Rainbow Paper Limited during this year your Company hasachieved a turnover on Consolidated
Basis of 89962.39 Lakhs as against 233793.05 Lakhs in the previous year. Your Companyposted a
Profit of 5220.56 Lakhs (before Tax) as against profit of 11774.98 Lakhs (before Tax)in the previous year. While Profit after Tax (PAT) for the Financial Year 2018-19 was5115.69 Lakhs as against Profit after Tax (PAT) of 10965.77 Lakhs in the previous year.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport.
4th Interim Dividend of Financial Year 2017-18 of 0.02 per Equity share i.e. 1% of facevalue of 2.00 per Equity share was declared and paid on April 11 2018. The consent of themembers of the Company was accorded for overall interim dividend of 0.82 per
Equity share as final dividend for Financial Year 2017-18 in the 18th Annual GeneralMeeting of the Company held on December 10 2018.
7. APPROVAL OF SCHEME OF AMALGAMATION
I) The Hon'ble National Company Law Tribunal
Ahmedabad Bench Ahmedabad has approved Scheme of Amalgamation of Kushal WealthCreators Private Limited Kushal Infrastructure Private Limited Ashapura Paper MillsPrivate Limited and Riddhi Siddhi Recyclers Private Limited (Transferor Companies) groupcompanies of Kushal Limited with Kushal Limited (transferee company) vide its order datedFebruary 05 2019:
The restructuring plan in the form of amalgamation benefits the group as well as itsstakeholders in the following manner: a) The amalgamation has leads to backwardintegration and synergies of operations and a stronger and wider capital and financialbase for growth/expansion of Kushal Limited. b) The Amalgamation increases the efficiencyof business by means of reduction in administrative overheads cascading effect oftaxation and increase better utilization of resources. It promotes the diversification ofproducts and simplification in compliance of various applicable laws and groupstructuring.
Further taking note of appointed date March 31 2017 the closing books of account oftransferor companies i.e. books of accounts as on March 31 2019 have been merged into theclosing book of account of Kushal Limited.
Allotment of equity shares pursuant to the scheme of amalgamation:
Pursuant to the aforesaid scheme of amalgamation the board of directors of the companyin its meeting held on February 21 2019 allotted 10258850 equity shares to theshareholders of transferor companies of 2/- each of Kushal Limited.
II) The Hon'ble National Company Law Tribunal
Ahmedabad Bench Ahmedabad has approved Resolution plan submitted under Insolvency and
Bankruptcy Code 2016 with Scheme of Amalgamation of Rainbow Papers Limited with KushalLimited vide its order dated February 27 2019. The Scheme of Amalgamation of RainbowPapers Limited into Kushal Limited ensures continuity of business of Corporate Debtor i.e.Rainbow Papers Limited which preserves going concern valuation of Corporate Debtor andalso to develop market and generate adequate cash flow as compared to an asset underliquidation.
8. DISCONTINUATION OF EDUCATION DIVISION
Your Company had discontinued education division started in the name and style of
"HUGS n' CUDDLES" and "joyjumprez" w.e.f
August 06 2019 as it was not sound viable to continue the said division.
9. LISTING ON STOCK EXCHANGES
As on March 31 2019 the equity shares of the company were listed on BSE Limited. Thecompany has paid the annual listing fees for the financial year ending on March 31 2020within time.
10. TRANSFER TO RESERVES
The Company proposes not to transfer any funds out of its total profit of for thefinancial year to the General Reserve.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
As on March 31 2019 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Act.
The details of changes in the Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
12. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public falling within the ambit ofSection 73 of the Companies Act 2013(hereinafter referred to as the
Act') and the Companies (Acceptance of Deposits) Rules 2014.
13. EQUITY SHARE CAPITAL
During the financial year under report the company has allotted equity shares to theshareholders of Kushal Wealth Creators Private Limited Kushal Infrastructure PrivateLimited Ashapura Paper Mills Private Limited and Riddhi Siddhi Recyclers Private Limitedunder the scheme of amalgamation. The detail of change in the capital structure of thecompany is tabulated as below:
|Event Date ||Particulars || |
Authorized Share Capital
Issued Subscribed and paid-up share capital
| || || |
No. of Equity Shares
No. of Equity Shares
|April 01 2018 ||Share Capital at the beginning of the year ||250000000 ||500000000 ||237266610 ||474533220 |
|February 05 2019 ||Merging of authorized share capital of Kushal Wealth Creators Private Limited Kushal Infrastructure Private Limited Ashapura Paper Mills Private Limited and Riddhi Siddhi Recyclers Private Limited into Kushal Limited pursuant to the scheme of amalgamation ||41500000 ||83000000 ||0 ||0 |
|February 21 2019 ||Allotment of equity shares pursuant to the scheme of amalgamation ||0 ||0 ||10258850 ||20517700 |
|February 27 2019 ||Merging of authorized share capital of Rainbow Papers Limited into Kushal Limited pursuant to approved Resolution plan including scheme of amalgamation under Insolvency and Bankruptcy Code 2016. ||200000000 ||400000000 ||0 ||0 |
|March 31 2019 ||Resultant share capital / capital at the end of the financial year ||491500000 ||983000000 ||247525460 ||495050920 |
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per provision of Companies Act 2013
Mr. Manoj Agrawal who retires by rotation and being eligible offer himself forreappointment is appointed as Non-Executive Director of the Company in the 18th AnnualGeneral Meeting held on December 10 2018.
Appointment of CS Shivangi Shah as a Company Secretary and Compliance Officer of thecompany effective from March 01 2019 at the meeting of board of directors of the companyheld on February 21 2019.
Appointment of Jitendra Yadav as a Chief Financial Officer of the company effectivefrom March 01 2019 at the meeting of board of directors of the company held on February21 2019
CS Khushboo Surana resigned as the Company Secretary and Compliance officer of thecompany with effect from February 28 2019 due to personal reasons at the meeting of theBoard of Directors of the Company held on February 21 2019.
CA Vimal Shah resigned as the Chief Financial Officer of the company with effect fromFebruary 28 2019 due to personal reasons at the meeting of the Board of Directors of theCompany held on February 21 2019.
Declaration by Independent Directors
All the Independent Directors have submitted their declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
15. COMMITTEES OF THE BOARD
The details of various committees of Directors constituted under various provisions ofCompanies Act 2013 and Rules made thereunder their constitution terms of reference andother details are provided in the Corporate Governance Report. Compositions of Board ofDirectors and various Committees of Directors are available on the Company's website atwww.kushallimited.com
16. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
The number of meetings of the board and committees held during the year under revieware as under:
Thirteen Meetings of the Board of Directors were held during the year.
Eight meetings of the Audit committee were held during the year.
Three meetings of the Nomination and Remuneration committee were held during the year.
Three meetings of the Stakeholder
Relationship Committee were held during the year.
One meetings of the Corporate Social Responsibility committee were held during theyear. For details of the meetings of the board and committees please refer to theCorporate Governance report which forms part of this Annual Report. The intervening gap ofthe board meetings and audit committee meetings were within the period as prescribed underthe Companies Act 2013.
17. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations read with theGuidance Note on Board Evaluation the Board has carried out the annual performanceevaluation of the Board as a whole the Directors individually as well as the working ofthe Board and its Committees.
The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the basis of criteria such asboard composition and structure effectiveness of board processes information andfunctioning etc. The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as contribution ofindividual director to the board and committee meetings like preparedness on matters to bediscussed constructive contribution and inputs in meetings etc. Further in a separatemeeting of independent directors performance of non-independent directors the Board as awhole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended 31st March 2019 all the contracts or arrangements ortransactions entered into by the Company with the Related Parties were in the ordinarycourse of business and on arm's length basis and were in compliance with the applicableprovisions of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. Prior omnibus approval of the Audit Committee is obtainedon a yearly basis for the transactions which are of a foreseen and repetitive nature. Astatement giving details of all RPTs is placed before the Audit Committee for review on aquarterly basis. There are no materially significant related party transactions enteredinto by the Company with its promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. As provided under section 134[h] of the Act and Rules made there underdisclosure of particulars of material transactions with related parties entered into bythe Company with related parties in FORM AOC 2 is annexed to this report as Annexure B.Further Transactions with related parties as per the requirements of IND AS 24 aredisclosed in the notes to financial statements. The Board of Directors has adopted apolicy on Related Party Transactions which has been uploaded on website of the Company:
19. SUBSIDIARY AND ASSOCIATE COMPANIES
A separate section on the performance and financial position of each of thesubsidiaries and associates companies in Form AOC-1 forms part of Board's Report and sameis appended as Annexure A. As per the SEBI Listing Regulations a policy on materialsubsidiaries as approved by the Board of Directors may be accessed on the Company'swebsite:
20. CORPORATE SOCIAL RESPONSIBILITY
Your Company recognizes the vital role played by society at large in its growth anddevelopment and strives to discharge its social responsibility as a corporate citizen. Thekey philosophy of all our
Corporate Social Responsibility (CSR) initiatives is guided by our belief "EverySmile Counts ...." Our CSR projects focus on participatory and collaborative approachwith the community. Over a period of last three years your Company has emphasized CSRprojects in the areas of Education Healthcare Women empowerment and
Water and Sanitation.
As per the provisions of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 a company meeting the applicabilitythreshold needs to spend at least 2% of its average net profit for the immediatelypreceding three financial year on corporate social responsibility (CSR) activities. Theareas for CSR activities are eradication of hunger and malnutrition promoting educationart and culture healthcare destitute care and rehabilitation environmentsustainability disaster relief and rural development projects. The details of CSRactivities carried out by your Company during the year under review are set out inAnnexure D forming part of this report. The Corporate Social Responsibility Policy asapproved by the Board may be accessed on the Company's website:
21. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribe format is appended as Annexure F to the Board's Report.
22. CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Company's Auditors confirming compliance forms a part of thisAnnual Report as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The Corporate Governance report as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport
23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Matching the needs of company and enhancing the competencies of the board are the basisfor the Nomination and Remuneration Committee to select a candidate for the appointment tothe board. The current policy is to have a balanced mix of executive and non-executiveDirectors to maintain the independence of the board the Board of Directors comprise of 6Directors out of which 3 are non-executive including one women Director which is onehalf of the total number of Directors. The policy of the company on directors'appointment including criteria for determining qualification positive attributesindependence of a director and other matters as required under subsection (3) of section178 of the Companies Act 2013 is governed by the Nomination and Remuneration policy andother details are available on the company's website:
We affirm that the remuneration paid to the Executive directors of the company is asper the Nomination remuneration policy.
24. BOARD DIVERSITY
The board has adopted a Policy on Board diversity which sets out the approach todiversity of the board of directors. The Policy on Board diversity is available on thecompany's website:(https://www.kushallimited.com/files/policy-onboard-diversity-sc5b727b86ca7bb.pdf)
25. CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS
The board has amended the policy of code of conduct to regulate monitor and reporttrading by insiders which came into effect from April 01 2019 as per SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2018 at the meeting of board of directors of thecompany held on May 30 2019.
The policy of code of conduct to regulate monitor and report trading by insiders hasbeen uploaded on the website of the company:(https://www.kushallimited.com/files/code-of-conduct-insider-trading-w-e-f-april-01-2019-sc5cefbb3fedc86.pdf)
26. CODE OF PRACTICE AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION FOR ADHERING TO THE PRINCIPLES OF FAIR DISCLOSURE
The board has amended the policy of Code of practice and procedures for fair disclosureof unpublished price sensitive information for adhering to the principles of fairdisclosure which came into effect from April 01 2019 as per SEBI (Prohibition of InsiderTrading) (Amendment) Regulations 2018 at the meeting of board of directors of the companyheld on May 30 2019
The policy of code of conduct to regulate monitor and report trading by insiders hasbeen uploaded on the website of the company:(https://www.kushallimited.com/files/code-of-practices-and-procedures-for-fair-disclosure-w-e-f-april-01-2019-sc5cefc03dd6119.pdf)
27. WHISTLEBLOWER/VIGIL MECHANISM
Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct. The Code of Conduct of your Company serves as a guide for daily businessinteractions reflecting your Company's standard for appropriate behavior and livingcorporate values. The Whistle Blower Policy has been uploaded on the website of theCompany (https://www.kushallimited.com/files/whistle-blower-policy-sc5b72817c54b63.pdf).The Company's Whistle Blower Policy is the mechanism for directors and employees of theCompany to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct violations of legal or regulatoryrequirements incorrect or misrepresentation in any financial statements and reports etc.The mechanism provides for adequate safeguards against victimization of those who availthe mechanism and also provides for direct access to the Chairman of Audit Committee inexceptional cases.
28. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention of sexual harassment policy in line with the requirementsof the Sexual
Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act 2013 and the Rules thereunder. An Internal ComplianceCommittee has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the year under review no complaint relating to sexual harassment has beenreceived.
29. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm:
(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same; (b) thatappropriate accounting policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit and loss ofthe Company for the year ended March 31 2019; (c) that proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) that the annual accounts has been preparedon a going concern basis; (e) that proper internal financial controls were followed by theCompany and that such internal financial controls are adequate and were operating (f)effectively; and that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
a). Statutory Auditors
M/s Shailesh & Co. Chartered Accountants Ahmedabad (FRN: 114226W) were appointedas Statutory Auditors of the company by the shareholder through postal ballot until theconclusion of 18th Annual General Meeting of the company.
However M/s Shailesh & Co. Chartered
Accountant have expressed their unwillingness to continue as the Statutory Auditors ofthe Company ensuing Annual General Meeting as indicated in their letter dated November 052018. Based on the recommendation of the Audit Committee the Board of Director at theirmeeting held on November 12 2018 appointed M/s. S. V.
Sojitra & Co. Chartered Accountants Ahmedabad
(FRN:139013W) as a Statutory Auditor of the Company to fill up causal Vacancy.
Their appointment was subsequently approved by the shareholder at 18th Annual generalMeeting held on December 10 2018 pursuant to Section 139 of Companies Act 2013 for aperiod of 5 consecutive years from the conclusion of 18th Annual General Meeting of theCompany till the conclusion of 23rd Annual General meeting of the Company. The Company hasreceived the consent from the
M/s. S. V. Sojitra & Co. Chartered Accountants
Ahmedabad (FRN:139013W) and confirmation to the effect that they are not disqualifiedto be appointed as the Auditors of the Company in terms of the provisions of the CompaniesAct 2013 and rules made thereunder.
b). Auditor's Report
The report of the Statutory Auditor along with Notes to Accounts are enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.
c). Secretarial Auditor:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/S. M.S BUCHASIA &
ASSOCIATES Practising Company Secretaries Ahmedabad (COP: 4156) to conduct theSecretarial Audit of the Company for the financial year ended March 31 2019. TheSecretarial Audit Report (in Form MR-3) is attached as Annexure E to this Report. TheSecretarial Auditor's Report to the shareholders does not contain any qualification.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective Internal Control System to prevent fraud and misuse ofCompany's resources and protect shareholders' interest. These systems ensure thattransactions are authorized recorded and reported diligently to safeguard the assets ofthe Company. Your Company has also established and maintained the Internal FinancialControl to ensure the orderly and efficiently conduct of its business inter alia adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
32. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
33. PARTICULAR OF EMPLOYEES
The information pertaining to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time is annexed herewith as Annexure C. There is no employee drawing a salary exceedingthe limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 are as under:
A). Conservation of Energy:
The operations of your Company involve low energy consumption. Adequate measures havehowever been taken to conserve energy by way of optimizing usage of power.
B). Technology Absorption:
In the Financial Year 2018-19 no specific technology involved in the business model ofthe company.
C). Import of Technology:
The Company has not imported any technology during the year.
D). Foreign Exchange Earning & Out Go:
|Particular || |
|Total Foreign || || |
|Exchange Outgo : || || |
|Value of import on || || |
| ||5003436.88 ||NIL |
|CIF basis-Traded || || |
| ||USD || |
|Goods || || |
|Total Foreign || || |
|Exchange Earned : || || |
|VALUE OF Export on || || |
|CIF basis-Traded ||1553753.71 ||669279.75 |
|Goods ||USD ||USD |
|1). SBLC Commission ||NIL ||NIL |
|2). Dividend from ||NIL ||12500000 |
|WOS || ||AED |
Your Directors take this opportunity to express their gratitude to the variousstakeholders customers shareholders banks dealers vendors and other businesspartners for the continued cooperation and support extended by them during the year underreview. Your Directors would also like to acknowledge the exceptional contribution andcommitment from all the employees of the Company during the year under review.
For and on Behalf of the Board
|Sandeep Agrawal |
|(Chairman and Managing Director) |
|(DIN: 00239648) |
|Place: Ahmedabad |
|Date: September 02 2019 |