Dear Members,
Your Directors have pleasure in presenting the Thirty One Annual Report of K-LIFESTYLE
& INDUSTRIES LTD along with the Audited Statements of Accounts for the Financial
Year ended 31st March, 2019.
FINANCIAL HIGHLIGHTS:
| DIR="LTR"> |
| PARTICULARS |
2018-2019 |
2017-2018 |
|
(Rs. in Lacs) |
(Rs. in Lacs) |
| Revenue from operations |
920.55 |
5257.52 |
| Finance Cost |
0.03 |
2850.03 |
| Depreciation and Amortization Expenses |
3791.78 |
2,664.66 |
| Profit/Loss before Exceptional and Extraordinary Items and Tax |
(3856.31) |
(5522.44) |
| Exceptional Items & Extraordinary Items |
- |
- |
| Profit/Loss before Tax |
(3856.31) |
(5522.44) |
| Provision for Tax |
- |
- |
| Deferred Tax Assets |
589.56 |
352.39 |
| Profit/Loss after T ax |
(3266.75) |
(5170.05) |
COMPANY PERFORMANCE:
During the year under review, the performance of the Company was affected on- account
of heavy burden of Finance Cost and Depreciation.
During the year, the Revenue from operations of Company has reduced to Rs. 920.55 Lacs
as against Rs. 5,257.52 Lacs in respect of the previous Financial Year ended 31st
March, 2019. The Company has incurred Net Loss of Rs. 3266.75 Lacs as against Net Loss of
Rs. 5170.05 Lacs in the previous financial year ended 31 March, 2019. However, there is no
cash loss during the year the loss is due to heavy burden of Finance Cost and
Depreciation.
The Company has incurred Substantial losses due to markets resulting in poor sales.
Dividend:
In view of Loss of the Current year, your Directors are unable to recommend any
dividend on the equity shares for the year under review.
INDEPENDENT DIRECTOR:
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Clause 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) entered into with the Stock Exchanges. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and the Rules made
there under and are independent of the management. Further, the Composition is given in
the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to provision of Section 203 of Companies Act, 2013, the KMPs of Company as at
31st March, 2019 are Mr. Jaiprakash Mishra-Managing Director, Mr. Rajendra
Pathak-CFO.
During the year under review, Mr. Akash Bate has been resigned from the post of Company
Secretary W.e.f 09th March 2019.
AUDIT COMMITTEE:
The Composition of the Audit Committee is as given in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and Directors which is given in the Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Boards functioning was evaluated on various aspects, including inter alia degree
of fulfillment of key responsibilities, Board structure and composition, establishment and
delineation of responsibilities to various Committees, effectiveness of Board processes,
information and functioning.
Areas on which the Committees of the Board were assessed included degree of fulfillment
of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole.
Directors were evaluated on aspects such as attendance and contribution at Board/
Committee Meetings and guidance/ support to the management outside Board/ Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing Director.
The Nomination and Remuneration Committee also reviewed the performance of the Board,
its Committees and of the Directors. The Chairman of the Board provided feedback to the
Directors on an individual basis as appropriate. Significant highlights, learning and
action points with respect to the evaluation were presented to the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Directors are happy to state that the relations between the Company and its
Employee remained cordial throughout the year. The Directors acknowledge and express their
appreciation for the contributions made by the employees at all levels. Focused attention
was given for knowledge updating and application of new technologies available to reduce
costs and to meet the business challenges.
None of the employees drew remuneration of Rs. 102,00,000/- or more per annum. Rs
8,50,000/- or more per month during the year. This information is furnished as required
under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the “Annexure
C” forming part of the Annual Report.
Having regard to the provisions of Section 136(1) of the Companies Act, 2013, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the Registered Office of the
Company during working hours and any member interested in obtaining such information may
write to the Company Secretary and the same will be furnished without any fee and free of
cost.
REPORT ON CORPORATE GOVERNANCE:
Your Company is fully compliant with the Corporate Governance guidelines, as laid out
in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. All the Directors (and also the members of the Senior Management) have affirmed in
writing their compliance with and adherence to the Code of Conduct adopted by the Company.
The details of the Code of Conduct are furnished in the Corporate Governance Report is
part of this Report. The Managing Director has given a certificate of compliance with the
Code of Conduct, as required under Chapter IV of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
M/s. Rishi Sekhri & Associates., Chartered Accountants, Statutory Auditors of the
Company have examined the requirements of Corporate Governance with reference to Chapter
IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and have certified the compliance, as required
under Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). The Certificate in this regard
is attached to this Report.
The Managing Director / Chief Financial Officer (CEO/CFO) certification as required
under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of the Listing Regulations is attached to this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed as “Annexure
A”.
BOARD AND COMMITTEE MEETINGS:
A calendar of Board and Committee Meetings to be held during the year was circulated in
advance to the Directors. 4 (Four) Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with Mr. Pravin Kumar Parekh as Chairman,
Mr. Narayan Ghumatkar and Mr. Jaiprakash Mishra as the Members.
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance
Report which is part of this Directors Report.
The Company has also constituted various other Committees viz. Nomination &
Remuneration Committee, Stakeholder Relationship Committee and Management & Finance
Committee.
The intervening gap between the Meetings was within the period prescribed under the Act
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal, Statutory, Cost
and Secretarial Auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during the financial year 2018-19.
Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions entered by the Company with Related Parties were in the Ordinary
Course of Business and at Arms Length pricing basis. There were no materially significant
transactions with Related Parties during the financial year 2018-19 which were in conflict
with the interest of the Company.
The Company has also adopted Related Party Transaction Policy as required under Chapter
IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has approved the policy on Related Party Transactions and Material
Subsidiary. The policies have been uploaded on the Companys website, under the web link: http://
k-lifestvleind.com/wp/related-partv-transactions/
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure
B” to the Boards report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in Notes to the financial statements.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors with the Company, their roles,
rights, responsibilities in the company, nature of the industry in which the company
operates, business model of the company etc. through various programmers.
The details of such familiarization programmed shall be disclosed on the Companys
website at the following web link: http:// k- lifestyleind.com/wp.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN MARCH 31, 2019 AND 13th AUGUST, 2019:
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year (March 31, 2019) and the date of the Report 13th
August, 2019.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the manner
whereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energy
are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish
this information in Form A annexed to the aforesaid Rules, the question of furnishing the
same does not arise.
TECHNOLOGY ABSORPTION:
Companys products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore no technology absorption
is required. The Company constantly strives for maintenance and improvement in quality of
its products and entire Research & Development activities are directed to achieve the
aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
REMUNERATION POLICY:
The Remuneration policy of the Company comprising the appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Executives of the Company including
criteria for determining qualifications, positive attributes, independence of a Director
and other related matters has been provided in the Corporate Governance Report which forms
a part of this Report.
RISK MANAGEMENT:
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act and Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. It establishes various levels of accountability and overview within the
Company, while vesting identified managers with responsibility for each significant risk.
The Internal Audit Department facilitates the execution of Risk Management Practices in
the Company, in the areas of risk identification, assessment, monitoring, mitigation and
reporting. Through this programme, each Function and Unit addresses opportunities and
risks through a comprehensive approach aligned to the Companys objectives. The Company
has laid down procedures to inform the Audit Committee as well as the Board of Directors
about risk assessment and management procedures and status.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company has been denied access to the Audit
Committee.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has not
received any complaint of sexual harassment during the financial year 2018-19.
SAFETY, HEALTH AND ENVIRONMENT:
Sustained and meticulous efforts continue to be exercised by the Company at all plants
of the Company, towards greener production and environment conservation. The Company
perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in
every employee, as well as vendors, by rigid compulsory annual training and refresher
courses, as well as frequent awareness programme. Mock drills of emergency preparedness
are regularly conducted at all the plants showing Companys commitment towards safety, not
only of its own men and plants, but also of the society at large. Safety records, at all
plants showed considerable improvement and accident statistics showed downward trend. This
was made possible by strict adherence to laid down procedures and following of
international guidelines. Involvement of workers in all safety matters has been encouraged
by their participation in shop floor safety meetings. To achieve the goals, environment
protection systems and processes are well in place. To meet the challenge of environment
protection in a proactive manner, unavoidable wastes are dealt with in the most efficient
and scientific way.
The health of employees and the environment in and around the Plant area have been
given due care and attention. The Company continued to comply with the prescribed
industrial safety environment protection and pollution control regulation at its
production plant, through periodic checks of the system involved and constant monitoring
to meet the standards set by the pollution control authorities, etc.
All the mills of the Company are eco-friendly and do not generate any harmful
effluents. They have facilities for captive power generation as a stand-by arrangement, to
meet any contingency. Safety devices have been installed wherever necessary, although both
the spinning and knitting activities are known to be quite safe and free from usual
hazards of water and air pollution.
INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:
The Company is of firm belief that good Human Resource Management would ensure success
through high performance. HR strategy and plans of the Company are deeply embedded with
the organizational goals. In order to enhance the manpower productivity the goal is set to
increase the production capacity of the various plants and rationalize the manpower
through scientific study. All the operational goals of the top management emanate from the
business plan. The goals of MD are shared with his subordinates who in turn share their
goal with their respective subordinates and so on. Regular visits by HR team are being
made to all the plants to meet the employees and also interaction meetings are conducted
to get their feedback, based on which HR policies are improved continuously. The process
has resulted in better employee relationship.
The Company lays due emphasis on all round development of its human resource. Hence
training of the employees is aimed at systematic development of knowledge, skills,
aptitude and team work. Training is designed for the development of personal skills
necessary for the performance of the present job and to prepare them for future growth.
Individual development is given top priority to groom high caliber manpower.
FIXED DEPOSITS:
The Company has not invited/received any Fixed Deposits from the Public during the year
under report.
INSURANCE:
The properties / assets of your Company are adequately insured.
ACCOUNTS & ACCOUNTING STANDARDS:
The company adhers to the Accounting Standards as prescribed under Section 133 of the
Companies Act 2013 and Rule 7 of the Companies (Accounts) Rules, 2014 in the preparation
of its Financial Statements and also to the guidelines prescribes by RBI.
Compliance with Secretarial Standard on Board and General Meeting
The Company has compiled with Secretarial Standard issued by the Instititute of Company
Secretaries of India on Board Meetings and General Meetings.
AUDITORS:
Statutory Auditors:
M/s. Rishi Sekhri & Associates., Chartered Accountants, (Membership No. 126656,
Firm Registration No. 1218216W) were appointed as the statutory Auditors of the Company by
the members for a term of five consecutive years, from the conclusion of 30th
AGM till the conclusion 35th AGM of the Company (Subject to ratification of
their appointment at every AGM, if required under the Act.)
However, pursuant to the Companies Amendment Act, 2017 which was notified on May 7,
2018, the provision related to ratification of appointment of auditors by members at every
AGM has been done away with.
Cost Auditor:
M/s Pradip Damania, Cost Accountants have been conducting Cost Audit for the Company
for the past several years, the company re- appointed M/s. Pradip Damania, Cost
Accountants to conduct the Cost Audit of the company for the year ending 31st
March 2020. Pursuant to the provisions of section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, members are requested to consider ratification of the
remuneration payable to M/s. Pradip Damania
Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors of the Company had appointed Internal Auditor of the Company for the financial
year 2018-19 and Company carries out an Internal Audit on quarterly basis.
ACKNOWLEDGEMENT:
The Directors have pleasure in recording their appreciation of the assistance,
co-operation and support extended to your Company by the shareholders, all Government
Authorities, Financial Institutions, Banks, Consultants, Solicitors and Customers.
| DIR="LTR"> |
|
For and Behalf of the Board of Directors |
|
Sd/- |
| Place: Mumbai |
Jaiprakash Mishra |
| Date: 13th August, 2019 |
Managing Director |
|
DIN:07190590 |
+91-9892691696
