To
The Members,
The Board of Directors are pleased to present the Company’s 21st Annual Report
along with the Audited Financial Statements for the Financial Year ended March 31,2021.
FINANCIAL RESULTS
The Company’s financial performance for the year ended March 31,2021 is summarized
below:
1. FINANCIAL SUMMARY (Din Lakhs)
|
2020-21 |
2019-20 |
| Revenue from operations |
841.54 |
18055.95 |
| Other income (net) |
- |
249.77 |
| Total Revenue (A) |
841.54 |
18305.73 |
| Total Expenses (B) |
10152.44 |
26347.21 |
| Profit Before tax (PBT) (A-B) |
(9310.90) |
(8041.49) |
| Less Provision for Current Tax (including earlier year) |
- |
- |
| Less: Deferred Tax Provision |
- |
- |
| Profit After Tax (PAT) |
(9310.90) |
(8041.49) |
| Earnings per share (? 2/- each) |
|
|
| a). Basic |
(3.76) |
(3.25) |
| b). Diluted |
(2.77) |
(2.39) |
2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these Financial Statements relate
and on the date of this report. Further, during the financial year under report, no
significant or material orders have been passed by any of the regulators or courts or
tribunals impacting the going concern status and operations of the company in future
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business during the year under review
4. PERFORMANCE OF THE COMPANY
During this year your Company has a turnover of ?841.54 Lakhs as against D118055.95
Lakhs in the previous year. Your Company posted a loss of ?9310.90 Lakhs (before/after
Tax) as against loss of ? 8041.49 Lakhs (before/after Tax) in the previous year.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual
Report.
6. DIVIDEND
Your directors regret their inability to recommend dividend for the financial year
2020-21.
7. LISTING ON STOCK EXCHANGES
As on March 31, 2021, the equity shares of the company were listed on BSE Limited. The
company has paid the annual listing fees for the financial year ending on March 31,2021
within time.
8. TRANSFER TO RESERVES
The Company proposes not to transfer any funds out of its total profit of for the
financial year to the General Reserve.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
As on March 31, 2019, there were no outstanding loans or guarantees covered under the
provisions of Section 186 of the Act.
The details of changes in the Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements.
10. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public falling within the ambit of
Section 73 of the Companies Act, 2013(hereinafter referred to as the ‘Act’), and
the Companies (Acceptance of Deposits) Rules, 2014.
11. EQUITY SHARE CAPITAL
The Company’s shares are listed on BSE Limited (BSE). Stock performance and stock
data are furnished in the section on Corporate Governance. During the financial year the
Company has not issued any shares and therefore there is no change in the Share Capital of
the Company.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment/Regularisation:
• As per provision of Companies Act 2013, Mr. Kalpeshkumar Agrawal (DIN: 08991349)
who retires by rotation, and being eligible, offer himself for re-appointment is appointed
as Executive Director of the Company in the Board Meeting dated 4th January,
2021.
Appointment:
• Appointment of Mr. Manish Sharma as an additional executive director of the
company effective from January 4, 2021 at the meeting of board of directors of the company
held on January 4, 2021.
• Appointment of Mr. Kalpeshkumar Agrawal as an additional executive director of
the company effective from January 4, 2021 at the meeting of board of directors of the
company held on January 4, 2021.
• Appointment of Mr. Diksha Tomar as an additional executive director of the
company effective from January 4, 2021 at the meeting of board of directors of the company
held on January 4, 2021.
• Appointment of Mr. Yogeshkumar Patel as an additional executive director of the
company effective from January 20, 2021 at the meeting of board of directors of the
company held on January 20, 2021.
• Appointment of Mr. Jwalant Patel as an additional Independent Director of the
company effective from July 1, 2021 at the meeting of board of directors of the company
held on June 29, 2021.
Resignations:
• CS Shivangi Shah resigned as the Company Secretary and Compliance officer of the
company with effect from June 12, 2020 due to personal reasons.
• Mr. Manoj Agrawal resigned as Executive Director of the company with effect from
January 4, 2021 due to mental depression at the meeting of the Board of Directors of the
Company held on January 4, 2021.
• Mr. Sandeep Agrawal resigned as Managing Director of the company with effect
from January 4, 2021 due to health issues at the meeting of the Board of Directors of the
Company held on January 4, 2021.
• Mr. Kushal Agrawal resigned as Executive Director of the company with effect
from January 4, 2021 due to his interest in another venture at the meeting of the Board of
Directors of the Company held on January 4, 2021.
• Mr. Manish Sharma ceased to be an Additional Executive Director of the company
with effect from January 20, 2021 due to his wrongful act prejudicial to the interest of
the Company.
• Mr. Dharmendra Bhuchhada resigned as Independent Director of the company with
effect from July 1,2021 due to his interest in another industry at the meeting of the
Board of Directors of the Company held on June 29, 2021.
Declaration by Independent Directors
All the Independent Directors have submitted their declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
13. COMMITTEES OF THE BOARD
The details of various committees of Directors constituted under various provisions of
Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and
other details are provided in the Corporate Governance Report.
Compositions of Board of Directors and various Committees of Directors are available on
the Company’s website at www.kushallimited.com
14. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
The number of meetings of the board and committees held during the year under review
are as under:
• Nine Meetings of the Board of Directors were held during the year.
• Six meetings of the Audit committee were held during the year.
• Two meetings of the Nomination and Remuneration committee were held during the
year.
• One meetings of the Stakeholder Relationship Committee were held during the
year.
• One meetings of the Corporate Social Responsibility committee were held during
the year.
For details of the meetings of the board and committees, please refer to the Corporate
Governance report which forms part of this Annual Report. The intervening gap of the board
meetings and audit committee meetings were within the period as prescribed under the
Companies Act, 2013.
15. BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations, read with the
Guidance Note on Board Evaluation, the Board has carried out the annual performance
evaluation of the Board as a whole, the Directors individually as well as the working of
the Board and its Committees.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as board composition and structure,
effectiveness of board processes, information and functioning etc. The Board and the
Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as contribution of individual director to the board and
committee meetings like preparedness on matters to be discussed, constructive contribution
and inputs in meetings etc. Further, in a separate meeting of independent directors,
performance of non-independent directors, the Board as a whole and its Chairman was
evaluated as stipulated under the SEBI Listing Regulations.
16. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended 31st March 2021, all the contracts or arrangements or
transactions entered into by the Company with the Related Parties were in the ordinary
course of business and on arm’s length basis and were in compliance with the
applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the
transactions which are of a foreseen and repetitive nature. A statement giving details of
all RPTs is placed before the Audit Committee for review on a quarterly basis.
There are no materially significant related party transactions entered into by the
Company with its promoters, directors, key managerial personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
Further, Transactions with related parties, as per the requirements of IND AS 24 are
disclosed in the notes to financial statements.
The Board of Directors has adopted a policy on Related Party Transactions which has
been uploaded on website of the Company:
(http://kushallimited.com/files/07-policy-of-related-party-transactions-sc5a4dd71befe33.pdf)
17. CORPORATE SOCIAL RESPONSIBILITY
Your Company recognizes the vital role played by society at large in its growth and
development and strives to discharge its social responsibility as a corporate citizen. The
key philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided by
our belief "Every Smile Counts ...." Our CSR projects focus on participatory and
collaborative approach with the community. Over a period of last three years, your Company
has emphasized CSR projects in the areas of Education, Healthcare, Women empowerment and
Water and Sanitation.
As per the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, a company, meeting the applicability
threshold, needs to spend at least 2% of its average net profit for the immediately
preceding three financial year on corporate social responsibility (CSR) activities. The
areas for CSR activities are eradication of hunger and malnutrition, promoting education,
art and culture, healthcare, destitute care and rehabilitation, environment
sustainability, disaster relief and rural development projects.
The details of CSR activities carried out by your Company during the year under review
are set out in Annexure B forming part of this report.
The Corporate Social Responsibility Policy as approved by the Board may be accessed on
the Company’s website:
(http://kushallimited.com/files/10-policy-on-corporate-social-responsibility-sc5a587988cc3ef.pdf)
18. CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance practices followed by the Company, together
with a certificate from the Company’s Auditors confirming compliance, forms a part of
this Annual Report, as per SEBI (Listing Obligations & Disclosure Requirements),
Regulations, 2015.
The Corporate Governance report as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Annual Report
19. POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION
Matching the needs of company and enhancing the competencies of the board are the basis
for the Nomination and Remuneration Committee to select a candidate for the appointment to
the board.
The current policy is to have a balanced mix of executive and non-executive Directors
to maintain the independence of the board, the Board of Directors comprise of 6 Directors
out of which 3 are non-executive, including one women Director, which is one half of the
total number of Directors.
The policy of the company on directors’ appointment, including criteria for
determining qualification, positive attributes, independence of a director and other
matters, as required under sub-section (3) of section 178 of the Companies Act 2013, is
governed by the Nomination and Remuneration policy and other details are available on the
company’s website:
(http://kushallimited.com/files/nomination-and-remuneration-policy-sc5ad72419584fc.pdf)
We affirm that the remuneration paid to the Executive directors of the company is as
per the Nomination, remuneration policy.
20. BOARD DIVERSITY
The board has adopted a Policy on Board diversity which sets out the approach to
diversity of the board of directors. The Policy on Board diversity is available on the
company’s website: (https://www.kushallimited.com/files/policy-on-
board-diversity-sc5b727b86ca7bb.pdf)
21. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
The board has amended the policy of code of conduct to regulate, monitor and report
trading by insiders which came into effect from April 01, 2019 as per SEBI (Prohibition of
Insider Trading) (Amendment) Regulations, 2018 at the meeting of board of directors of the
company held on May 30, 2019.
The policy of code of conduct to regulate, monitor and report trading by insiders has
been uploaded on the website of the company: (https://www.kushallimited.com/files/code-of-
conduct-insider-trading-w-e-f-april-01-2019- sc5cefbb3fedc86.pdf)
22. CODE OF PRACTICE AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION FOR ADHERING TO THE PRINCIPLES OF FAIR DISCLOSURE
The board has amended the policy of Code of practice and procedures for fair disclosure
of unpublished price sensitive information for adhering to the principles of fair
disclosure which came into effect from April 01,2019 as per SEBI (Prohibition of Insider
Trading) (Amendment) Regulations, 2018 at the meeting of board of directors of the company
held on May 30, 2019
The policy of code of conduct to regulate, monitor and report trading by insiders has
been uploaded on the website of the company: (https://www.kushallimited.com/files/code-of-
practices-and-procedures-for-fair-disclosure-w-e-f- april-01-2019-sc5cefc03dd6119.pdf)
23. WHISTLEBLOWER/VIGIL MECHANISM
Your Company has an effective Vigil Mechanism system which is embedded in its Code of
Conduct. The Code of Conduct of your Company serves as a guide for daily business
interactions, reflecting your Company’s standard for appropriate behavior and living
corporate values.
The Whistle Blower Policy has been uploaded on the website of the Company
(https://www.kushallimited.com/files/whistle- blower-policy-sc5b72817c54b63.pdf).
The Company’s Whistle Blower Policy is the mechanism for directors and employees
of the Company to report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company’s code of conduct, violations of legal or regulatory
requirements, incorrect or misrepresentation in any financial statements and reports etc.
The mechanism provides for adequate safeguards against victimization of those who avail
the mechanism and also provides for direct access to the Chairman of Audit Committee in
exceptional cases.
24. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention of sexual harassment policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. An Internal Compliance Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the year under review, no complaint relating to sexual harassment has been
received.
25. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm:
(a] that in the preparation of the annual accounts, the applicable accounting standards
have been followed and no material departures have been made from the same;
(b) that appropriate accounting policies have been selected and applied consistently
and have 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 as at March 31, 2021 and of the
profit and loss of the Company for the year ended March 31, 2021;
(c) that 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) that the annual accounts has been prepared on a going concern basis;
(e) that proper internal financial controls were followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
(f) that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
26. AUDITORS
a) . Statutory Auditors
M/s S. V. Sojitra & Co., Chartered Accountants, Ahmedabad (FrN: 139013W) were
appointed as Statutory Auditors of the company at 18th Annual General Meeting of the
Company on December 10, 2018.
However, M/s S. V. Sojitra & Co., Chartered Accountant, have expressed their
unwillingness to continue as the Statutory Auditors of the Company as indicated in their
resignation letter dated August 14, 2021.
b) . Auditor’s Report
The report of the Statutory Auditor along with Notes to Accounts are enclosed to this
report. The observations made in the Auditors’ Report are selfexplanatory and
therefore do not call for any further comments.
c). Secretarial Auditor:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report (in Form Mr-3) is attached as Annexure C, to this Report. The
Secretarial Auditor’s Report to the shareholders does not contain any qualification.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective Internal Control System to prevent fraud and misuse of
Company’s resources and protect shareholders’ interest. These systems ensure
that transactions are authorized, recorded and reported diligently, to safeguard the
assets of the Company.
Your Company has also established and maintained the Internal Financial Control to
ensure the orderly and efficiently conduct of its business inter alia adherence to
Company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
28. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.
29. PARTICULAR OF EMPLOYEES
The information pertaining to Section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time
to time is annexed herewith as Annexure A.
There is no employee drawing a salary exceeding the limit prescribed under Section
197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014 are as under:
A) . Conservation of Energy:
The operations of your Company involve low energy consumption. Adequate measures have,
however, been taken to conserve energy by way of optimizing usage of power.
B) . Technology Absorption:
In the Financial Year 2020-21, no specific technology involved in the business model of
the company.
ii. Import of Technology:
The Company has not imported any technology during the year.
C) . Foreign Exchange Earning & Out Go:
The Company has no earning or outgo of foreign exchange during the year.
31. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratitude to the various
stakeholders - customers, shareholders, banks, dealers, vendors and other business
partners for the continued cooperation and support extended by them during the year under
review. Your Directors would also like to acknowledge the exceptional contribution and
commitment from all the employees of the Company during the year under review.
For and on Behalf of the Board
Yogeshkumar Patel
(Chairman and Managing Director)
(DIN: 03504954)
Place: Ahmedabad
Date: 09.11.2021
+91-9892691696
