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Kuwer Industries Ltd.

BSE: 530421 Sector: Industrials
NSE: N.A. ISIN Code: INE430F01010
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NSE 05:30 | 01 Jan Kuwer Industries Ltd
OPEN 2.58
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VOLUME 500
52-Week high 7.81
52-Week low 2.58
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.57
Buy Qty 1000.00
Sell Price 3.00
Sell Qty 24.00
OPEN 2.58
CLOSE 2.58
VOLUME 500
52-Week high 7.81
52-Week low 2.58
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.57
Buy Qty 1000.00
Sell Price 3.00
Sell Qty 24.00

Kuwer Industries Ltd. (KUWERINDS) - Director Report

Company director report

REPORT OF BOARD OF DIRECTORS

Dear Members

Your Directors are pleased to present herewith their Report on the business andOperation of the Company together with the Audited financials and Report of SecretarialAuditor for the financial year ended on 31stMarch 2018.

Financial Highlights

(Amount in Lakhs)

Details Year Ended 31.03.2018 Year Ended 31.03.2017
Revenue from Operations 4565.58 3349.88
Other Income 27.27 7.88
Depreciation and amortization expenses 85.60 103.83
Finance Cost 51.70 43.56
Other expenditure 4423.77 3188.79
Profit/(Loss) before tax 31.78 21.58
Tax Expenses 17.39 20.36
Net Profit/(Loss) after tax 18.96 10.40

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review the Company has recorded total revenue of Rs. 4592.84 Lakhas compared to Rs. 3357.76 Lakh for the previous year. There is increase in net profit ascompare to previous year.

Your Company performed better during the year despite challenging economic conditionsYour Directors is of the opinion that the Company has the immense potential and adequateresources to achieve the rapid rate of growth in the coming years. Your Company hopes toincrease its presence in the business in other Geographical Regions in the coming yearswhich will significantly increase the top line and also its profitability.

CHANGE IN NATURE OF BUSNIESS

During the period under review the Company has not changes its nature of business.

BUSINESS STRATEGY

At Kuwer we are constantly striving to achieve higher goals and have been adding newmachinery and developing new products/ applications with the aim of meeting theever-changing needs of the discerning customer. With a team of dedicated qualifiedprofessionals and Total Quality Management we are able to deliver the right product toensure total customer satisfaction. The Company continues to focus on quality and strivesto exceed the customer expectations at all times we have extended its scope of working byusing allied equipments.

We adhere to stringent quality control norms during all production stages right fromraw material sourcing till the shipment of goods. The whole procedures of quality controlare perceived by our in- house Quality Assurance and Control (QA 8s C) department.

CAPITAL EXPENDITURE

Your Company is continuously from past many years has tried and given its best to serveto its customer industry and its environment in which its exist and in this regards hasupgraded the Boilers in the plants to CNG engines from Diesel engines by investing 15-20Lakh to perform its work more efficiently.

Your Company has made capital investments in various Machines like Lamination MachineSlitting Machine etc. during the previous years and in other varied activities which hasincreased the Production capacity of your Company by approximately 200 tons per month.

INDUSTRIAL RELATIONS

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Companyhas not generated much profit and keeping in view the future fund requirements of theCompany your directors do not recommended any dividend for the financial year ended March31 2018. The Board assures you to present a much strong financial statements in comingyears.

CHANGE IN SHARE CAPITAL

During the year under consideration there was no change in the Authorised Share Capitalof the Company and also there was no change in the Paid up Capital of the Company.

TRANSFER TO RESERVES

Addition to the reserve is as follows:

Amount In Rs.

Particulars

As at 31st March

2018 2017 2016
Surplus:
At the beginning of the accounting period 32396083 31355727 28881086
Add: Additions During The Year (Balance as per statement of profit & loss) 1895732 1040357 1474641
Less: Adjusted Deprecation - -
At the end of the year 34291816 32396083 31355727
Add: Share Premium 47773280 47773280 47773280
Total 82065096 80169363 79129007

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditor:

At the Annual General Meeting held on 29th September 2017 M/s RNK Bhatia8s Associates LLP having FRN N500043 Chartered Accountants New Delhi were appointed asStatutory Auditors of the Company to hold the office till the conclusion of 30thAnnual General Meeting of the Company. In terms of the provisions of amended Section139(1) of the Companies Act 2013 the appointment of statutory auditors shall not be forratification at every Annual General Meeting.

Further Statutory Auditor of the Company has submitted Auditor's Report on theAccounts of the Company for the accounting year ended on 31st March 2018. TheAuditor's report is self explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed Mr. Yashlok Dubey a Practicing Company Secretary to conductSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 for thefinancial year 2017-18.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 asrequired under Section 204 of the Companies Act 2013 for the financial year ended 31stMarch 2018. The Secretarial Auditor Repot is annexed herewith and marked as Annexure I tothis Report. Explanation to the observation of Secretarial Auditor is as follows:

1. During the year under review Company has not appointed Company Secretary and ChiefFinancial Officer as required under section 203 of the Companies Act 2013.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be takenby the Company in the Coming Financial Year to resolve and Comply all the above mentionedRemarks given by the Secretarial Auditor of the Company.

c. Internal Auditor

Your Company has re-appointed Mr. Rajiv Kumar Rattan Chartered Accountants Ghaziabadhaving Membership No. 510170 as the internal auditor for the financial year 2017-18.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT AND RESIGNATION

During the financial year 2017-18 there was no change in the Directorship of theCompany.

In accordance with the requirements of the Companies Act 2013 the Directors liable toretire by rotation shall not include Independent Directors and Additional Director hencethe number of Directors whose office is liable to retire at the annual general meeting are2 namely:

1. Mr. J B Aggarwal

2. Mrs. Megha Agarwal

Mrs. Megha Agarwal the Director of the Company retires by rotation and being eligibleoffer himself for Re- appointment.

KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. J.B AggarwalManaging Director Mr. Tarun Aggarwal Joint Managing Director and Chief Financial Officerare the Key Managerial Personnel of the Company.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with rules made thereunder.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination 8s Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out thestrategies and methodology to decide on the risk taking ability of the organization. TheCompany constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31stMarch 2018 and statethat:

a. That in the preparation of the annual accounts for the financial year ended on 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. 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 the end of thefinancial year and of the profit and loss of the company for that period;

c. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d. That the directors had prepared the annual accounts on a going concern basis;

e. The the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) 8s (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2017-18:

Name of Director Remuneration Paid during F.Y. 2016-2017 Ratio
Jai Bhagwan Aggarwal 800000/- 5.5
Tarun Aggarwal 760000/- 4.5

ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2017-18:

Name of Director Remuneration Paid during F.Y. 2017-18 Remuneration Paid during F.Y. 2016-17 Percentage Change
Jai Bhagwan Aggarwal 800000/- 600000 33.33
Tarun Aggarwal 760000/- 480000 58.33

The Company has not appointed any Company secretary during the year under review. Mr.Tarun Aggarwal is Joint Managing Director and Compliance officer of the Company.

iii) The percentage increase in the median remuneration of employees in the financialyear 2017-18: There has been no change in the median remuneration to the employees.

iv) The number of permanent employees on the rolls of company: 45

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.

vi) The key parameters for any variable component of remuneration availed by theDirectors:

No variable component of remuneration is availed by Directors.

vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:

It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to theequity shares of the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. However there were related partytransactions. All related party transactions that were entered by the Company during thefinancial year were on an arm's length basis. All related party transactions are presentedto the Audit Committee and the Board for approval.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at the linkwww.kuwer.com .

The details of the transactions with related party are provided in the accompanyingfinancial statements.

CORPORATE GOVERNANCE

Your Company believes and preached the Corporate Governance practices which are in linewith legal requirements of Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013. The Company has adopted thepractices which are prevalent in the industry. Further Securities and Exchange Board ofIndia has exempted certain Companies from mandatory Compliance of provision of corporategovernance as provided under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.In view of the said exemption the separate section on corporategovernance is not provided.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 forthe financial year 2017-18 in Form No. MGT-9 is annexed herewith as Annexure-III to thisReport.

B) MEETINGS OF THE BOARD

During the financial year ended March 31 2018 7meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:

• Date Date
07.04.2017 08.12.2017
30.05.2017 14.02.2018
11.08.2017 26.03.2018
04.09.2017

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members including one is JointManaging Director viz. Tarun Aggarwal and two are Non executive Independent director viz.Yashpal Sharma Mr. Pankaj Gupta. Mr. Pankaj Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for its Directors and employees to reporttheir genuine concerns or grievances. The policy provides a framework for directors andemployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. Protected disclosures canbe made by a whistle blower through an email or to the Chairman of the Audit Committee.The vigil mechanism/whistle blower policy can be accessed on the Company's website at thelink: www.kuwer.com .

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board ofDirectors has constituted an Internal Complaints Committee to consider and redresscomplaints of sexual harassment 8s also adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder.

During the financial year 2017-18 the Company has received no complaints on sexualharassment.

F) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given investments made guarantees given and securities providedin the financial statements.

G) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of Companies Act 2013 Corporate Social Responsibility notapplicable on the Company.

H) GENERAL

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. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31stMarch 2018 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company thereforethe information as provided in Performa given in Form A under the Companies (Accounts)Rules 2014 is not given. However the Company is conscious about its responsibility toconserve energy power and other energy sources wherever possible. We emphasis towards asafe and clean environment and continue to adhere to all regulatory requirements andguidelines.

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year2017-18. However in order to minimize its cost and increase the quality of its projectsyour Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange earnings and Outgo are given as below:-

Particulars Year 2018 (Amount) Year 2017 (Amount)
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their co-operation andcontinued support.

b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated Endeavour towards attainment ofbetter working results during the current year.

By order of the Board Of Kuwer Industries Limited

Sd/- Sd/-
Tarun Aggarwal J.B. Aggarwal
Joint Managing Director Managing Director
DIN:01320462 DIN: 00315184
D-1004 New Friends Colony D-1004 New Friends Colony
New Delhi-110065 New Delhi-110065
Place: New Delhi
Date: 31.08.2018