Kavita Fabrics Limited
Your Directors are pleased to present the 14th Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The Board's Report shall be prepared based on the stand-alone financial statements ofthe Company.
|Particulars ||Current Year ending March 2019 ||Previous Year ending March 2018 |
| ||Rs. ||Rs. |
|Total Income ||23022736 ||49544841 |
|Less: Expenditure ||22798070 ||48200126 |
|Profit/(Loss) before Interest Depreciation & Tax ||694972 ||2334941 |
|Other Income ||3904884 ||2650851 |
|Less : Interest ||47685 ||277305 |
|Less: Depreciation ||422620 ||712921 |
|Profit/(Loss) before Tax ||224666 ||1344715 |
|Profit/(Loss) after Tax ||(41777) ||779551 |
2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR / STATE OFCOMPANY'S AFFAIR
The Company suffered a loss of Rs. 41777 as compared to profit of Rs. 779551 in theprevious year.
3. FINANCIAL YEAR
This report of Directors along with its Annexure Management Discussion and AnalysisCorporate Governance Report Financial Statements along with their Notes are prepared forthe period April 01 2018 to March 31 2019 (a period of 12 months). Pursuant to theprovisions of Section 2(41) of the
Companies Act 2013 a financial year' in relation to the Company means theperiod ending on the
31st day of March every year in respect whereof financial statement of the Company ismade. Your Company is in compliance with the provisions of the Companies Act 2013.
4. DIVIDENDS AND RESERVES
The Company has decided to sustain the growth in line with the long-term growthobjectives of the Company by retaining the profits and utilizing the same foropportunities in hand.
5. SHARE CAPITAL
During the period April 01 2018 to March 31 2019 during the year under review theCompany has not issued shares with differential voting rights nor has granted any stockoptions or sweat equity and there is no change in the Issued Subscribed and paid up shareCapital of Company. The Share Capital Audit as per the directives of the Securities andExchange Board of India (SEBI) is being conducted by Practicing Company Secretaries. Thepaid-up Share Capital of the Company stands at Rs. 104187060/- (Rupees Ten CroresForty-One Lakh Eighty-Seven Thousand and Sixty Only).
No amount has been transferred by the Company to Reserves during the year.
7. PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits during the periodunder review.
8. SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31 2019 the Company does not have any subsidiary or associate company.
9. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in terms ofprovisions of Companies Act 2013 and rules thereunder.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152 Companies Act 2013 read withapplicable Rules if any Mrs. Sarika Chandak retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.
Mr. Shailesh Chandak offers himself for appointment as Managing Director. As per theprovisions of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 ("the Act") andapplicable provision of SEBI (LODR) Regulations 2015 Mr. Govindlal Meghrajji Saboo andMr. Kishan Kumar Sarda were appointed as Independent Non-Executive Directors to holdoffice for five consecutive years by the Members of the Company are eligible forreappointment as Independent Directors for another term of five consecutive years.Pursuant to the provisions of the Act based on the recommendation of the Nomination andRemuneration Committee the Board recommends for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting reappointment of Mr. GovindlalMeghrajji Saboo and Mr. Kishan Kumar Sarda as Independent Directors for another fiveconsecutive years from 1st April 2019 upto 31st March 2024. Profile and otherinformation of the aforesaid Directors as required under Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard - 2forms part of the notice convening the ensuing Annual General Meeting. The above proposalfor re-appointment forms part of the Notice of the 14th Annual General Meeting and therelevant Resolutions are recommended for your approval therein.
The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149(6) of the Companies Act 2013. Mr. Govindlal Meghrajji Saboo and Mr. KishanKumar Sarda are Independent Directors of the Company. Based on the confirmations receivedfrom Directors none of the Directors are disqualified from appointment under Section 164of the Companies Act 2013.
The Company has appointed Mr. Shailesh Chandak as the Chairman and Managing Director& Chief Financial Officer in accordance with the provisions of Section 2(51) 203 ofthe Companies
Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time.
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of the CorporateGovernance Report of this Annual Report.
11. PROPOSED CHANGE OF MANAGEMENT/PROMOTERS
Pursuant to Share Purchase Agreement dated July 12 2019 with the promoters andpromoter group of the Company and subsequent open offer in accordance with Regulations3(1) and 4 of the Securities And Exchange Board of India (Substantial Acquisition OfShares And Takeovers) Regulations 2011 as amended from time to time Mr. Ganesh Nibe("Acquirer") along with Manjusha Nibe ("PAC") had proposed to takeover the control of the management by acquiring 29.58 % equity of the Company from thePromoter and Promoter Group of the Company . The Public Announcement dated 12-07-2019 wasfiled with SEBI by Mr. Ganesh Nibe along with Mrs. Manjusha Nibe to acquire 26.00% of theEquity Share Capital of the Company from the shareholders. Mr. Ganesh Nibe along with Mrs.Manjusha Nibe prior to public announcement hold 2326477 equity shares aggregating to22.33% of the paid up equity share capital of the company. The proposed Change inmanagement / promoters shall take place after the completion of the Open Offer.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134(3) (c) of the Companies Act 2013 the Board of Directorsof the Company confirm that
In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation and there are no material departures from thesame; they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
they have prepared the annual accounts on a going concern basis; and
they have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively and
They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
During the Financial Year 2018-19 the Board met Five times. The meetings were held onApril 12 2018 August 14 2018 September 05 2018 November 10 2018 and February 132019.
Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into by the company with the Stock Exchanges. All the Boardmembers and the senior management personnel have affirmed compliance with the Code ofConduct during the year ended on 31st March 2019.
14. COMMITTEES OF THE BOARD
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of Committee and their meetings are detailed in Corporate Governance Report.
15. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 (if any) are given in the notes to the FinancialStatements.
17. CONSERVATION OF ENERGY TECHNICAL ABSORPTION FOREIGN EXCHANGE
(A) Conservation of Energy
Your company is taking continuously taking initiatives to ensure optimum utilization ofenergy available in day to day operations. Your company uses energy efficient lightingdevices light fittings to save energy capacitor bank/devices to maintain power factorwhich are environment and power efficient.
(B) Technology Absorption
Your company is doing its business by ensuring optimum utilisation of its availableresources. Your company has not taken any research & development activity so far.
(C) Foreign Exchange Earnings and Outgo
The Company has not incurred in foreign currency during the financial year 2018-19.
18. WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy' with an objective to conduct itsaffairs in a fair and transparent manner and by adopting the highest standards ofprofessionalism honesty integrity and ethical behaviour. The Company has establishedmechanism for reporting concerns about unethical behaviour actual or suspected fraudviolation of Code of Conduct and Ethics. The Whistle Blower Policy has been posted on thewebsite of the Company www.kavitafabrics.com.
19. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
20. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.
21. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
22. ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems for the business processes in respectof all operations financial reporting compliance with laws and regulations etc. Themanagement information system forms an effective and sound tool for monitoring andcontrolling all operating parameters. Regular internal audits ensure that responsibilitiesare executed effectively. The Audit Committee reviews the adequacy of internal controls onregular basis.
23. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on website of the company. The Company hasobtained confirmations for the compliance with the said code from all its Board membersand senior management personnel for the year ended March 31 2019.
24. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All Independent Directors have given necessary declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 as amended.
25. STATUTORY AUDITORS
M/S. R T Jain & Co. LLP were appointed as Statutory Auditors of your Company at theAnnual General Meeting held on September 29 2016 for a term of five consecutive years. Asper the provisions of Section 139 of the Companies Act 2013 the appointment of Auditorsis required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
26. 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 in MGT9 as a part of this Annual Report as Annexure I.
27. NOMINATION AND REMUNERATION COMMITTEE
The Company follows a policy on "Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management". The policy is approved by the Nomination& Remuneration
Committee and the Board. More details on the same are given in Annexure II.
28. RELATED PARTY TRANSACTIONS
Form AOC-2 as required under the Companies Act 2013 for related party transaction isannexed as Annexure III to the Directors Report.
29. SECRETARIAL AUDITORS
The Board of Directors have appointed M/s. R. M. Mimani & Associates as SecretarialAuditors to conduct Secretarial Audit for the Financial Year 2018-19. The SecretarialAudit Report issued by M/s. R. M. Mimani & Associates Company Secretaries in Practiceis self-explanatory and does not call for further comments. The Secretarial Audit Reportand Management reply on the qualifications stated in the said Report forms a part ofDirectors Report in
30. AUDIT COMMITTEE
The composition of Audit Committee is as follows:
|Name of Directors ||Designation in Committee ||Category |
|Mr. Nitin Maheshwari* ||Chairman ||Non-Executive and Independent Director |
|Mr. Kishan Kumar Sarda ||Member ||Non-Executive Independent Director |
|Mr. Shailesh Chandak ||Member ||Chairman & Managing Director |
*Mr. Nitin Maheshwari resigned from the office of Director w.e.f. 05.09.2019
During the Financial Year 2018-19 Audit Committee met 5 times on May 13 2018 August14 2018 September 04 2018 November 09 2018 and February 12 2019. All therecommendations made by the audit committee were accepted by the board. Frequency andquorum at these meetings were in conformity with the provisions of the Companies Act2013 Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into by the company with the Stock Exchanges.
31. BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company's competitive advantage.The business risk framework defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The framework has different riskmodels which help in identifying risks trend exposure and potential impact analysis at aCompany level as also separately for business. The Company has adopted risk managementpolicy.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company alwaysendeavours to create and provide an environment that is free from discrimination andharassment including sexual harassment. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No complaintswere received by the company during the year for sexual harassment. In order to buildawareness in this area the Company has been conducting programmes in the organisation ona continuous basis.
33. PARTICULAR OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act 2013 are not annexedsince there are no employees drawing remuneration of more than Rs. 6000000/- per annumduring the year under review if employed for full year or more than Rs. 500000/- permonth if employed for part of the year. Further the information required pursuant toSection 197 of the Companies Act 2013 (the Act) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Compliance Officer in thisregard.
34. MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and DisclosureRequirements)
Regulations 2015 (Listing Regulations') a separate section on the ManagementDiscussion and
Analysis Report giving details of overall industry structure developments performanceand state of affairs of Company's business forms an integral part of this Report.
35. CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formsan integral part of this report.
The extract of annual return in Form MGT-9 as required under Section 92(3) of the Actand Rule 12 of the Companies (Management and Administration) Rules 2014 is appended as anAnnexure to this Report.
36. VIGIL MECHANISM
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015includes an Ethics & Compliance Task Force comprising senior executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail ordedicated telephone line or a letter to the Task Force or to the Chairman of the AuditCommittee. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company'sWebsite i.e. www.kavitafabrics.com.
37. CAUTIONARY STATEMENT
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute forward looking statements' within the meaning ofapplicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.
38. INTERNAL FINANCIALS CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses were observed.
39. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an on-going basis. A number of programs that provide focused people attentionare currently underway. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement. The Human Resource agenda continues to supportthe business in achieving sustainable and responsible growth by building the rightcapabilities in the organisation. It continues to focus on progressive employee relationspolicies creating an inclusive work culture and a strong talent pipeline.
40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
41. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
42. LISTING WITH STOCK EXCHANGES
The Company is listed on Main Board of BSE Limited. The Company confirms that it haspaid the Annual Listing Fees for the year 2019-2020 to BSE Limited where the Company'sShares are listed.
43. APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors wish to express their appreciation and gratitude to all the employees atall levels for their hard work dedication and cooperation during the year. Your Directorswish to express their sincere appreciation for the excellent support and co-operationextended by the Company's shareholders customers bankers suppliers regulatory andgovernment authorities and all other stakeholders.
The Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.