Dear Members,
Your Directors have pleasure in presenting the 39th Annual Report and the Audited
Statements of Accounts of your Company for the financial year ended 31st March, 2021.
Pursuant to the notification dated February 16, 2015 issued by the Ministry of
Corporate Affairs, the Company has adopted the Indian
Accounting Standards ("Ind AS") notified under the Companies (Indian
Accounting Standards) Rules, 2015 with effect from 01st April, 2016.
FINANCIAL RESULTS:-
(Rs. in Lacs)
|
2020-2021 |
2019-2020 |
| Revenue from operations and other income |
251.18 |
3,703.37 |
| Finance Cost (including Loss on foreign exchange fluctuation) |
- |
- |
| Depreciation and Amortization Expenses |
4,434.38 |
6,386.55 |
| Other expenses |
1199.27 |
3686.85 |
| Profit before Exceptional and Extraordinary Items and Tax |
(5,382.48) |
(6,370.02) |
| Exceptional Items & Extraordinary Items |
- |
- |
| Profit/Loss before Tax |
(5,382.48) |
(6,370.02) |
| Provision for Tax |
- |
- |
| Deferred Tax Assets/ (Liabilities) |
2,637.91 |
1,201.88 |
| Profit/Loss after Tax |
(8,020.39) |
(5,168.14) |
Note: Previous year figures have been regrouped / rearranged wherever necessary
DIVIDEND:- In view of huge losses, your Directors are unable to recommend any
dividend on the equity shares for the year under review.
REVIEW OF OPERATIONS:-
During the year, the Income from operations of Company has substantially decreased to
Rs. 12.20 against 1,911.14 in respect of the previous Financial Year ended 31st March,
2020. The Company has incurred loss before exceptional and extra ordinary items and tax of
Rs. 5,382.48 Lacs as against 6,370.02 in the previous financial year ended 31st March,
2020. The Company has incurred during the year Net Loss of Rs. 8,020.39 Lacs as against
Net Loss of 5,168.14 Lacs in the previous financial year ended 31 st March, 2020. The
company experienced that the efficiency of plant and machineries, especially Spinning
Machines have gone down and set up an in house Expert Group to suggest measures for
Technology up gradation and Modernization. As per their recommendations, old machines
including Ring Frames, requiring expenditure towards repairs and maintenance consuming
high power with low out put have been identified and shifted to workshop/godowns for
appropriate action.
The Application u/s 7 of Insolvency and Bankruptcy code, 2016 (hereinafter referred to
as "code") was admitted by the Honble NCLT, Ahmedabad Bench on 06th September,
2019 and Mr. Anil Kumar had been appointed as Interim Resolution Professional (IRP) to
manage the operations in terms of the code. Upon Admission of the insolvency petition, the
powers of the board of directors of the company stand suspended and rest with the
resolution professional as appointed under the code. The Interim resolution professional
was replaced by the Honble NCLT, Ahmedabad bench vide its order dated 28.07.2020 and Mr.
Kiran shah was appointed as resolution professional of the company in place of Mr. Anil
Kumar erstwhile Interim Resolution Professional. Currently Company is under CRIP Process.
SUBSIDIARY COMPANY:-
The Company has 1 subsidiary as on March 31, 2021. There are no associate companies or
joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (gthe
Acth). There has been no material change in the nature of the business of the
subsidiaries. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of
The Companies (Accounts) Rules, 2014, the statement containing salient feature of the
financial statement of a companys subsidiary or subsidiaries, associate company or
companies and joint venture or ventures under the first proviso to subsection (3) of
section 129 (in Form AOC-1 Annexure - A) is attached to the financial statements of
the Company. Further, pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited accounts in respect of subsidiaries, are available on the website of
the Company.
Members who wish to receive the full Report and Accounts including the Report and
Accounts of the Subsidiary Companies will be provided with it upon receipt of a written
request. This will help save considerable cost in connection with printing and mailing of
the Report and Accounts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
The Independent Directors of the Company have declared that they meet the criteria of
independence as laid down in Section 149(6) of Act and SEBI Listing Regulations. In the
opinion of the Board they fulfill the conditions of Independence as specified in the Act
and Rules made there under and are independent of the management and due to company is
under CIRP, all directors has been suspended and Resolution Professional work as per rules
& regulation.
AUDIT COMMITTEE:-
Currently Company is under CIRP.
STAKEHOLDER RELATIONSHIP COMMITTEE:-
Currently Company is under CIRP.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
Pursuant to SEBI Listing Regulations, a Management Discussion and Analysis Report and a
Corporate Governance Report are made as a part of this Annual Report. The Certificates
from M/s. Rishi Shekri & Co., Practicing Chartered Accountants and Shri Manoj Kumar
Sharma, Suspended Managing Director regarding Compliance of the conditions of Corporate
Governance as stipulated by SEBI Listing Regulations is attached to this report.
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 programme shall be disclosed on the Companys
website.
DECLARATION OF INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules and currently company is under CIRP.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director. The Internal Audit Department monitors and
evaluates the efficiency and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.
CODE OF CONDUCT:-
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has been posted on
the Companys website. The Code lays down the standard procedure of business conduct which
is expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with
the Code. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:-
As provided under section 92(3) of the Act, the extract of Annual Return in Form MGT-9
as on 31st March, 2019 is attached as Annexure-E to this report.
BOARD MEETINGS HELD DURING THE YEAR:-
During the year, there were no meetings of the Board of Directors held as company under
CIRP.
DIRECTORSf RESPONSIBILITY STATEMENT:-
To the best of their knowledge and belief and according to the information and
explanations Obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013 and the company is under CIRP that:
a. in the preparation of the annual financial statements for the year ended March 31,
2021, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b. such accounting policies as mentioned in the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2021 and of the profit of the Company for the year ended on that
date;
c. proper and sufficient care has been taken 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; d.
the annual financial statements have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.
f. systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of loans, guarantees and investments covered under the provisions of section
186 of the Act are given in the Notes to financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:-
None of the transactions with related parties falls under the scope of section 188 (1)
of the Act. Information on transactions with related parties pursuant to section 134(3)
(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 , in the
prescribed Form AOC-2, is appended as Annexure B to the Boards report.
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:// kslindustries.org /wp/related-party-transactions/
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. In terms of the provisions of Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, 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 or
drew remuneration in excess of the remuneration drawn by Managing Director or Whole-time
Directors and does not hold either by himself or through his spouse or dependent children
2 per cent or more equity shares of the company. 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 a part of Annual Report. In terms of
the provisions of Section 136(1) read with its relevant proviso 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 Resolution Professional and the same will be furnished
without any fee and free of cost.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING
THE GOING CONCERN STATUS AND COMPANYfS OPERATION IN FUTURE:-
There are no significant material orders passed by the Regulators / Courts / Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not
required.
RELATED PARTY TRANSACTIONS:-
All transactions entered by the Company with Related Parties were in Ordinary Course of
Business and at Arms Length pricing basis. The Audit Committee granted omnibus approval
for the transactions (which are repetitive in nature) and the same was reviewed by the
Audit Committee and the Board of Directors. 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. Suitable disclosures as required under AS18 have been
made in the Notes to financial statements. 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://kslindustries.org/wp/related-party-transactions/
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN 31ST MARCH, 2021 AND 23RD NOVEMBER, 2021 (DATE OF THE REPORT):-
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year (31st March, 2021) and 23rd November, 2021
the date of the Report (2021)
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.
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 OF THE COMPANY:-
The remuneration policy of the company comprising of 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 is
attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Pursuant to the Section 177(9) and 177(10) of the Companies Act, 2013 and Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing
Regulations, the Board of Directors have approved the Policy on Vigil Mechanism / Whistle
Blower and the same has been hosted on the Website of the Company. This Policy inter alia
provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director / employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
PREVENTION OF INSIDER TRADING:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
ANNUAL EVALUATION BY THE BOARD OF DIRECTORS:
Pursuant to the provisions of the Act and Regulation 19 read with Part D of Schedule II
of SEBI Listing Regulations, 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 Director.
In accordance with the criteria and procedure the Independent Directors
considered/evaluated the Boards performance, Performance of the Chairman and other
Non-Independent Directors. The Board has undergone a formal review which comprised Board
effectiveness survey and review of materials. The Board subsequently evaluated its own
performance, the working of its committees (Audit Committee, Nomination and Remuneration
Committee, Stakeholder Relationship Committee and Management and Finance Committee) and
Independent Directors (without the participation of the relevant director). The 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 the
strategic agenda of the Board, encouraging active engagement by all Board members and
motivating and providing guidance to the Managing Director and CFO Areas on which the
Committees were assessed included degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings. The performance evaluation of
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. The Nomination and Remuneration Committee also reviewed the performance
of the Board, its Committee 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.
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 thereunder. 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 2020-2021.
FIXED DEPOSITS:-
The Company has not invited/received any fixed deposits from the public during the year
under Report.
INSURANCE:-
The properties, stock, assets of your Company are adequately insured.
AUDITORS
Statutory Auditor:-
M/s. Rishi Sekhri & Associates, Chartered Accountants, (Membership No. 126656 &
Firm Registration No.128216W) was appointed as Statutory Auditors for a period of Five
year commencing from the conclusion 30th AGM till Thirty Fifth Annual General Meeting of
the Company to be held on 2022, subject to ratification of their appointment at every AGM
if so required under the Act.
Cost Auditor:-
As per the requirements of Central Government and pursuant to the provisions of Section
148 of the Companies Act, 2013, your Company carries out an audit of cost records every
year.
Internal Auditor:-
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors of the Company had not appointed Internal Auditor of the Company for the
financial year 2020-21.
AUDITORSf REPORT AND SECRETARIAL AUDITORSf REPORT:-
The Auditors Report and the Secretarial Audit Report for the financial year ended 31st
March, 2021 do not contain any qualification, reservation, adverse remark or disclaimer.
DEPOSITS:-
During the year under review, your Company did not accept any deposits within the
meaning of provisions of Section 73 to 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
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 venders, by rigid compulsory annual training and refresher
courses, as well as frequent awareness programmed. 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 the entire 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. 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 RELATIONS & HUMAN RESOURCES MANAGEMENT:-
The Company is of firm belief that good Human Resource Management would ensure success
though 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 systemic 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.
ACKNOWLEDGEMENT:-
Your Directors place on record their appreciation of the assistance and support
extended by Bankers, Consultants, Solicitors, Shareholders and Employees of the Company.
|
For and Behalf of the Board of Directors |
|
Sd/- |
|
Manoj Kumar Sharma |
| Place: Mumbai |
Suspended Managing Director |
| Date: 23rd November, 2021 |
DIN: 01884806 |
|
Taken on record |
|
sd/- |
|
Kiran Shah |
|
Resolution Professional |
+91-9892691696
