There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of the report
During the Financial year under review, your companys total sales (Standalone) were Rs
2,444 Lakhs. The Loss before finance cost, depreciation, exceptional items and taxes
(Standalone) was Rs. 10,481 Lakhs. The finance cost (Standalone) was Rs. 224 Lakhs. The
EPS (Earning per Share) of the Company is Rs. (3.32) for the period ended March 31, 2016.
The stalled operation of the Company has severely affected the performance of the Company.
1. Mustard Oil: During the period under review the Companys mustard oil plant
was utilized up to 1.05 % of its installed available capacity; it processed 13,899 MT
(Include 13,899 MT Processed under Job work arrangement) of mustard seeds. Mustard Oil
production stood at 4,122 MT (Includes 4,122 MT produced under Job work arrangement)
against that of 20,875 MT in the previous year, recording a significant decrease of 80.25%
as compared to previous year.
2. Refined Oils: The Companys refined oil plants utilized 5.93 % of its
available capacity and processed 28,485 MT (Include 28,485 MT Processed under Job work
arrangement) of crude oil. Refined oil production stood at 28,048 MT (Includes 28,048 MT
produced under Job work arrangement) against that of 22,753 MT in the previous year,
recording a significant increase of 23.27% over the previous year.
3. De Oiled Cake (DOC): Solvent extraction plant utilized 0.80 % of its
available capacity during the year under review
and processed 10,037 MT (Include 10,037 MT Processed under Job work arrangement) of oil
cake/seeds. During the year, DOC production was at 9,199 MT (Includes 9,199 MT produced
under Job work arrangement) as against 111,661 MT during the previous year, thus recording
a decrease of 91.76% over the previous year
During the year power generated through Wind Mills was 17,963,430 units as against
102,398,049 units in the last year, thus recording a decrease of 82.46% over the previous
year. This decrease due to the sale of 73.20 MW Wind Mills by the Company in the previous
year. The entire electricity generated through Wind Mills has sold to the concerned
DISCOMs and generated income of Rs. 564.77 Lacs.
The company is in stringent working capital situation and hence the company is
currently unable to source Seeds for its own production. (Seeds are the prime input both
in quantitative & price terms for any product in the Edible Oil Sector). Accordingly,
during the year, company has earned revenue from Job-work. Job work has been done for
local suppliers who are inclined to increase their job work in the company in view of
imported machinery, state of art infrastructure and superior quality product. Job-work has
enabled the company to meet with employee expenses and plant maintenance expenses and
reduce its cash losses. The company expects increase in revenue contribution from Job-work
in future adding to the bottom line.
The Company has not transferred any amount to the reserves during the current financial
year.
Considering the stalled operating operations of the company and in view of the
continuous losses, no dividend is proposed to be paid for the Fiscal 2015-2016, as per the
Companies (Declaration and Payment of Dividend) Rules, 2014.
As per the Audited Financial Statements for Financial Year 2015-16, the accumulated
losses of the Company as on 31st March, 2016, are in excess of its entire net worth as on
the same date, as such the Company has become a Sick Industrial Company and the necessary
reference has not been made with the Board for Industrial & Financial Reconstruction
(BIFR) in terms of the provisions of Section 15(1) of the Sick Industrial Companies
(Special Provisions) Act, 1985 (SICA), for determination of measures for its
rehabilitation. The Company is in the process of making the necessary statutory
compliances.
During the financial year under review, there was no change in the share capital of the
company.
The Consolidated Financial Statements of the Company are prepared in accordance with
the provisions of Companies Act, 2013 and Accounting Standard (AS) issued by the Institute
of Chartered Accountants of India and forms an integral part of this Report.
During the year under review, your Company has not accepted any fixed deposits within
the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.
During the period under review the Company has not made any fresh Investment or given
guarantees or provided securities. Particulars of loans given along with the purpose for
which the loan are provided is disclosed in the standalone financial statement (Please
refer Note 13 & 18).
During the year under review, the Company has 1 (One) direct subsidiaries and 5 (five)
step-down subsidiaries, details are as follows: KS Natural Resources PTE. Ltd, Singapore
(Subsidiary)
KS Oils SDN. BHD. Malaysia (Step-down Subsidiary)
PT Buana Mega Sentosa Plantation, Indonesia (Step-down Subsidiary) PT Biodiesel Jambi,
Indonesia (Step-down Subsidiary)
PT. Mega Artha Perada, Indonesia (Step-down Subsidiary)
A statement pursuant to Section 129, 134 and 136 of the Companies Act, 2013 read with
rules framed there under and pursuant to Regulation 33 of the SEBI Listing Regulations,
the Company has prepared Consolidated financial statement of the Company and its
subsidiaries and a separate statement containing the silent features of financial
statement of subsidiaries, joint ventures and associates in form AOC-1 forms part of the
Annual report.
The annual financial statements and related detailed informations of the subsidiary
Companies shall be made available to the shareholders seeking such informations and shall
also be available for inspection at its Registered Office. The Policy for determining
material subsidiaries as approved may be accessed on the Companys website in investor
section: http://www.ksoils.com/pdf/Policy MaterialNon- ListiedSubsitiary.pdf
Mr. Prakash Chand (DIN: 06435360) and Mrs. Preeti (DIN: 07512783) was appointed as an
Additional Independent Directors of the Company w.e.f 27 May, 2016. The Company has
received notice from a member proposing appointment of Mr. Prakash Chand and Mrs. Preeti
as Independent Directors of the Company.
In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr.
Prakash Chand and Mrs. Preeti are being eligible to be appointed as Independent Directors
and their tenure of appointment mentioned in the Notice of the Annual General Meeting of
the Company.
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of
the Company, Mr. Davesh Agarwal (DIN: 01102237) is liable to retire by rotation and being
eligible seeks re-appointment.
The Board recommend the appointment/ reappointment of above directors for your
approval. Brief details of Directors proposed to be appointed/ re-appointed as required
under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the
Annual General Meeting.
During the year under review, Mr. Arvind Pandalai (DIN: 00352809) Non-Executive,
Independent Director has resigned from Board w.e.f. 21st March, 2016. After reporting
period Mrs. B. Swarupa Rani (DIN: 07099356) Non-Executive, Independent Director has
resigned from the Board w.e.f. 20th June, 2016, due to personal reasons. The Board places
on record its sincere appreciation for the valuable contribution and guidance rendered by
Mr. Arvind Pandalai and Mrs. B. Swarupa Rani during their tenure with the Company.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to be
best of their knowledge and ability states the following:
a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view ofthe state of affairs of the Company as at 31st March, 2016 and the
profit/loss of the Company for the year ended on that date;
c ) that proper and sufficient care has been taken for maintenance ofadequate
accounting records in accordance withthe provisions of Companies Act, 2013 fo safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and were adequateand operating effectively.
The Board of Directors met 6 (Six) times during the year under review. The details of
board meetings and the attendance of the Directors are provided in the Corporate
Governance Report which forms part of this report.
The Independent Directors met on February 13th, 2016 without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
The Board Adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects
of the Boards functioning such as composition of the Board & committees, experience
& Competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
The Nomination, Remuneration and Evaluation Policy is attached herewith marked as
Annexure - E
There are Nil recommendation of the Audit Committee which has not been accepted by the
Board.
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Companies Act, 2013 is made available on the Companys
website www.ksoils.com .
• Identification of risk, define ownership with clearly define role and
responsibilities;
• Balance between the cost of managing risk and the anticipated benefits;
• Contributing to more efficient use/allocation of capital and resources;
• to encourage and promote an pro-active approach towards risk management
• Identifying any unmitigated risks and formulating action plans for its treatment
through regular review.
COMMITTEES OF BOARD
Details of various committees constituted by the Board of Directors as per the
provision of the SEBI Listing Regulations and Companies Act, 2013 are given in the
Corporate Governance Report which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Companys website at the link:
http://www.ksoils.com/pdf/CSRPolicy.pdf
During the year, the Company has spent Nil amount on CSR activities as the Company is
having a continuous loss. The Annual Report on CSR activities is annexed to this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Separate reports on Corporate Governance compliance and Management Discussion and
Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report
along with the required Certificates from Statutory Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated.
In compliance with Corporate Governance requirements as per the SEBI (LODR)
Regulations, 2015, your Company has formulated and implemented a Code of Business Conduct
and Ethics for all Board members and senior management personnel of the Company, who have
affirmed the compliance thereto.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
to this report as Annexure - A.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered into by the Company with related
parties during the financial year were in the ordinary course of business and on an arms
length basis. All related party transactions were placed before the Audit Committee and
the Board for review and approval. There were no materially significant related party
transactions entered into by the Company which may have a potential conflict with the
interest of the Company. The policy on materiality of related party transactions and on
dealing with related party transactions as approved by the Audit Committee and the Board
of Directors may be accessed on the Companys website www. ksoils.com. Your directors draw
attention of the members to Note 47 to the financial statements which set out related
party disclosures in terms of the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
During the period under review there is no significant and material orders passed by
any regulators /courts / tribunals against the Company. However, the secured lenders have
filed Original Application (OA) with DRT (Debt Recovery Tribunal), New Delhi on May 9,
2016 for recovery of their debts.
AUDITORS AND AUDITORS REPORT
Pursuant to Section 139 of the Companies Act, 2013 read with rules made there under,
M/s Ladha G. D. & Co., Chartered Accountants were appointed as the Statutory Auditors
of the Company to hold office till conclusion of 32nd Annual General Meeting of the
Company, subject to ratification of their appointment at every Annual General Meeting.
Accordingly the appointment of M/s Ladha G.D. & Co., Chartered Accountants as
statutory auditors of the Company is placed for ratification by the shareholders. In this
regard, the company has received a certificate from the auditors to the effect that if
they are re-appointed, it would be in accordance with the provisions of Section 141 of the
Companies Act, 2013. The Auditors Report is enclosed with the financial statements in the
Annual report.
The Independent Auditors report contains the qualifications and management responses
thereof has been made in the notes to the accounts wherever necessary. However, the said
qualifications/ reservations/observations have been addressed by the management in the
notes itself. In the opinion of the management, there would be no material impact expected
on the reported loss for the period on this account.
Further, all observations made in the Auditors’ Report and notes to the accounts
are self-explanatory and may be treated as information/ explanation submitted by the Board
as contemplated under provisions of the Companies Act, 2013.
SECRETARIAL AUDITORS AND REPORT
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the rules made there under, the Company had appointed M/s. M. D. &
Associate, Company Secretaries, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2015-2016
is annexed, which forms part of this report as Annexure - B.
The report does not contain any qualification save and except the following:
i. The Annual Financial Statement for year ended on 31st March 2015 has been approved
and adopted on 5th December, 2015.
Management Response: Due to financial crunch and consolidation of the accounts of
Foreign Subsidiaries, the delay occurred for the approval of Annual Financial Statement
for the year ended March 31, 2015.
ii. Internal Auditor has not been appointed.
Management Response: Due to non availability of the qualified personal in remote
location the company could not able to appoint the Independent Auditor. However, the
company is endeavoring to achieve the same
iii. Except for the Quarter ended December, 2015 the Limited Review Report for the
quarterly result has not been provided by the Statutory Auditor hence could not take up
and approved by the Audit committee and Board respectively.
Management Response: The same is due to rotation of Statutory Auditor and for covering
up the backlog created pursuant to such casual vacancy.
iv. The Company has defaulted in filling of Annual Performance Reports in respect of
foreign subsidiaries with the RBI through Authorized dealer. The Company has also
defaulted in filing of monthly and annual Returns of ECB (External Commercial Borrowing)
taken by the Company with the RBI.
Management Response: As mentioned above at point no. 1, the delay of filing of
returns occurred.
COST AUDITORS
Your Company has appointed M/s. S. K. Sexena & Co., Cost Accountants (Registration
No. 100126) to conduct cost audit of the Company for the year 31st March 2017.
The Cost Audit Report for the year 2014-2015 was not filled before the due date with
the Ministry of Corporate Affairs.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company did not have any employee of the category mentioned in Section 197(12) of
the Companies Act, 2013 read with the Rule 5(2) & (3) of the Companies Appointment and
remuneration) Rules, 2014 as Amended and forming part of the Directors Report for the
Financial Year ended March 31,2016
The ratio of remuneration of each Director to the median employees remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as part of this report at Annexure - C.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014, as amended time to time is annexed to
this report as Annexure - D.
HUMAN RESOURCES
Your Company maintained healthy, cordial and harmonious industrial relations at all
levels during the year under report. Your Company firmly believes that a dedicated
workforce constitute the primary source of sustainable competitive advantage. Accordingly,
human resource development continues to receive focused attention. Your Directors wish to
place on record their appreciation for the dedicated and commendable services rendered by
the staff and workforce of your Company. There are 245 numbers of employees of the Company
as on 31st March, 2016.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following 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 under
any scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company received
any remuneration or commission from any of its subsidiaries.
5. As elsewhere stated in this report, no significant or material orders were passed by
the Regulators or Courts or Tribunals which impact the going concern status of the
company.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
FORWARD LOOKING STATEMENT
This Report contains forward-looking statements that involve risks and uncertainties.
When used in this Report, the words ‘anticipate, ‘believe, ‘estimate,
‘expect, ‘intend, ‘will and other similar expressions as they relate to
the Company and/or its businesses are intended to identify such forward-looking
statements. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or
otherwise. Actual results, performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Readers are cautioned not to
place undue reliance on these forwardlooking statements that speak only as of their dates.
This Report should be read in conjunction with the financial statements included herein
and the notes thereto.
ACKNOWLEDGEMENT
Your Directors thank various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.
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