Kuwer Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present herewith their Report on the business and Operation of the Company together with the Audited financials and Report of Secretarial Auditor for the financial year ended on 31st March, 2020.

Financial Highlights

Details Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue from Operations 6029.00 4751.98
Other Income 39.97 28.85
Depreciation and amortization expenses 175.66 131.04
Finance Cost 162.10 87.25
Other expenditure 5,657.69 4550.56
Profit/(Loss) before tax 40.43 12.00
Tax Expenses 0.00 0.00
Net Profit/(Loss) after tax 20.39 (59.91)

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review the Company has recorded total revenue of Rs. 6068.97 Lakh as against Rs. 4780.83 Lakh in the previous financial year.

Your Company performed better during the year, despite challenging economic conditions, Your Directors is of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its presence in the business in other Geographical Regions in the coming years, which will significantly increase the top line and also its profitability.

CHANGE IN NATURE OF BUSNIESS

During the period under review, the Company has not changes its nature of business.

BUSINESS STRATEGY

At Kuwer, we are constantly striving to achieve higher goals and have been adding new machinery and developing new products/ applications with the aim of meeting the ever-changing needs of the discerning customer. With a team of dedicated qualified professionals and Total Quality Management, we are able to deliver the right product to ensure total customer satisfaction. The Company continues to focus on quality and strives to exceed the customer expectations at all times we have extended its scope of working by using allied Equipments.

We adhere to stringent quality control norms during all production stages, right from raw material sourcing till the shipment of goods. The whole procedures of quality control are perceived by our in-house Quality Assurance and Control (QA & C) department.

CAPITAL EXPENDITURE

Your Company is continuously from past many years has tried and given its best to serve to its customer, industry and its environment in which its exist and in this regards has upgraded the Boilers in the plants to CNG engines from Diesel engines by investing 15-20 Lakh to perform its work more efficiently.

INDUSTRIAL RELATIONS

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year ended March 31, 2020. The Board assures you to present a much strong financial statements in coming years.

EXTENSION OF ANNUAL GENERAL MEETING

Due to COVID-19 Pandemic, the Company is unable to hold its 28th Annual General Meeting within the statutory time period as stipulated under the provisions of section 96(1) of the Companies Act, 2013 and filed an application before the Registrar of Companies, Delhi and Haryana for extension of time up to three (3) months i.e. up to 30.12.2020, for holding 28th Annual General Meeting of the Company for the financial year ended March 31, 2020 and the same has been approved by the Registrar of Companies, Delhi and Haryana vide its general circular date dated 08.09.2020.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

CHANGE IN SHARE CAPITAL

During the year under consideration there was no change in the Authorised Share Capital of the Company and also there was no change in the Paid up Capital of the Company.

TRANSFER TO RESERVES (OTHER EQUITY)

Addition to the reserve is as follows:

Particulars As at 31st 2020 March 2019
General Reserve
At the beginning of the year 28,301,243 34,291,816
Add: Transfer from Statement of Profit & Loss 2,038,964 (5,990,573)
At the end of the year 30,340,207 28,301,243
Security Premium Reserves
At the beginning of the year 47,773,280 47,773,280
Add: Additions During The Year - -
At the end of the year 47,773,280 47,773,280
Total 78,113,487 76,074,523

AUDITORS AND AUDITORS REPORT

a. Statutory Auditor:

In accordance with Section 139 of the Companies Act, 2013, the Board of Directors at their meeting held on September 11, 2020, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. Khiwani & Co., Chartered Accountants (FRN: 002589N), New Delhi, as a Statutory Auditor of the Company for a period of 5 consecutive years, commencing from conclusion of ensuing 28th AGM till the conclusion of 33rd AGM, to be held in the Year 2025, subject to approval of the Members of the Company due to casual vacancy arises by resignation of M/s RNK Bhatia & Associates LLP, Chartered Accountants, New Delhi (FRN:N500043) statutory auditor of the Company.

M/s. Khiwani & Co. have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141of the Act.

Auditors Report

Statutory Auditor of the Company has submitted Auditors Report on the Accounts of the Company for the accounting year ended on 31st March, 2020. The Auditors report is self -explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed M/s Amit H.V. & Associates (Prop. Mr. Amit Kumar), a Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2019-20.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2020. The Secretarial Auditor Repot is annexed herewith and marked as Annexure I to this Report. Explanation to the observation of Secretarial Auditor is as follows:

 

i. During the year under review, it has been observed that, Company has appointed Chief

Financial Officer on 13.11.2019 instead of whole financial year, as required under section 203 of the Companies Act 2013.

ii. During the year under review, it has been observed that E-Form INC-22A, has not been filed by the Company due to which the status of the Company on MCA website is "ACTIVE Non-Compliant".

iii. DIN of Mr. Yashpal Sharma (DIN: 00446877), non-executive Independent Director, has been deactivated due to non-filing of DIR-3 KYC.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be taken by the Company in the Coming Financial Year to resolve and Comply all the above mentioned Remarks given by the Secretarial Auditor of the Company.

c. Internal Auditor

Your Company has re-appointed Mr. Rajiv Kumar Rattan, Chartered Accountants, Ghaziabad having Membership No. 510170 as the internal auditor for the financial year 2019-20.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT, RETIREMENTS AND RESIGNATION

During the financial year 2019-20, there was no change in the Directorship of the Company. In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire by rotation shall not include Independent Directors and Additional Director, hence the number of Directors whose office is liable to retire at the annual general meeting are 2 namely:

1. Mr. J B Aggarwal*

2. Mrs. Megha Agarwal

Mrs. Megha Agarwal the Director of the Company retires by rotation and being eligible offer herself for Re- appointment.

After closing of financial following changes have been made:

* We regret to inform you of the sudden and sad demise of Mr. Jai Bhagwan Aggarwal (DIN: 00315184), Managing Director of the Company, on Wednesday, September 23, 2020.

Appointments

Mr. Pranav Gupta (DIN: 08977605), Mr. Rahul Agarwal (DIN: 00104568) and Mrs. Anjali Garg (DIN: 00440762) have been appointed as an independent director w.e.f. 02.12.2020 by the Board of Directors after closure of financial year.

Mr. Tarun Aggarwal (DIN: 01320462) have been re-designated as Managing Director by the Board of Directors w.e.f. 02.12.2020 till his original tenure.

Mrs. Megha Agarwal (DIN: 07129138) has been re-designated whole time director w.e.f. 02.12.2020 for a period of five year.

Mrs. Usha Aggarwal (DIN: 01288577) has been appointed as non-executive director by the Board w.e.f. 02.12.2020.

Resignation

Mr. Shailesh Gupta (DIN: 00079956) has been tendered his resignation from the post of directorship w.e.f. 30.11.2020.

Retirements

Mr. Pankaj Gupta (DIN: 01390045), an independent director, on completion of his tenure, retired as a member of the Board. The disclosure in this regard is available at www.kuwer.com

Mr. Yashpal Sharma (DIN: 00446877), an independent director, on completion of his tenure, retired as a member of the Board. The disclosure in this regard is available at www.kuwer.com

KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company during the year are as follows:-

Mr. J.B. Aggarwal - Managing Director
Mr. Tarun Aggarwal - Joint Managing Director
Mr. Hanuman Kumar - Chief Financial Officer
Mr. Jagdish Chandra - Company Secretary & Compliance Officer

During the year it has been observed that Mr. Hanuman Kumar, Chief Financial Officer has been appointed on 13.11.2019, instead of whole year.

After closing of financial year there has been change in KMP, final composition are as follows:

Mr. Tarun Aggarwal - Managing Director
Mrs. Megha Aggarwal - Whole Time Director
Mr. Hanuman Kumar - Chief Financial Officer
Mr. Jagdish Chandra - Company Secretary & Compliance Officer

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Te detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31stMarch, 2020 and state that:

a. In the preparation of the Annual Accounts for the year ended 31st March, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b. That the directors had 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 and loss of the company for that period;

c. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. That the directors had prepared the annual accounts on a going concern basis;

e. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information 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.

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20:

Sr. No. Name of Director Remuneration Paid during F.Y. 2019-2020 Ratio
1 Jai Bhagwan Aggarwal 9,00,000/- 45.03
2 Tarun Aggarwal 9,00,000/- 42.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year 2019-20:

Sr. No. Name of Director Remuneration Paid during F.Y. 2019-20 Remuneration Paid during F.Y. 2018-19 Percentage Change
1 Jai Bhagwan Aggarwal 9,00,000/- 9,00,000 Nil
2 Tarun Aggarwal 9,00,000/- 9,60,000 Nil

The Company has appointed Mr. Jagdish Chandra, as a Company secretary and Compliance Officer during the year under review w.e.f. 01.09.2019. iii. The percentage increase in the median remuneration of employees in the financial year 2019-20:

There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A.

vi. The key parameters for any variable component of remuneration availed by the Directors: variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares of the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were related party transactions. All related party transactions that were entered by the Company during the financial year were in the ordinary course of business and on an arms length basis. All related party transactions are presented to the Audit Committee and the Board for approval.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or transactions entered into by the Company with related parties has disclosed in Form No. AOC- 2 which is attached as Annexure-IV.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Companys website at the link www.kuwer.com.

The details of the transactions with related party are provided in the accompanying financial statements.

CORPORATE GOVERNANCE

Your Company believes and preached the Corporate Governance practices which are in line with legal requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013. The Company has adopted the practices which are prevalent in the industry. Further Securities and Exchange Board of India has exempted certain Companies from mandatory Compliance of provision of corporate governance as provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In view of the said exemption the separate section on corporate governance is not provided.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: ? Audit Committee ? Nomination and Remuneration Committee ? Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 for the financial year 2019-20 in Form No. MGT-9 is annexed herewith as Annexure-V to this Report.

B) MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with agenda and notes on agenda of each Board Meeting was given in writing to each Director.

During the financial year ended March 31, 2020, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr. No. Date Sr. No. Date
1. 25.04.2019 5. 13.11.2019
2. 30.05.2019 6. 13.02.2020
3. 12.08.2019 7. 12.03.2020
4. 31.08.2019

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including one is Managing Director viz. Tarun Aggarwal and two are Non-executive Independent director viz. Pranav Gupta, Mr. Rahul Agarwal. Mr. Pranav Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Companys website at the link: www.kuwer.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board of Directors has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2019-20, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the financial statements.

G) CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of Companies Act, 2013 Corporate Social Responsibility not applicable on the Company.

H) 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.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31st March, 2020 are given below:

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Accounts) Rules, 2014 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical Equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2019-20. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:-

Particulars Year 2020 (Amount) Year 2019 (Amount)
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

By order of the Board Of Kuwer Industries Limited
Sd/- Sd/-
Tarun Aggarwal Hanuman Kumar
Joint Managing Director CFO
DIN: 01320462 PAN: AKMPK3718K
D-1004, New Friends Colony, Lagma Ram Bhadra Pur
New Delhi-110025 District, Darbhanga, Bihar- 847407

Place: New Delhi

Date: 02.12.2020