DIRECTORS REPORT To, The Members, Your Directors have pleasure in presenting their Thirty Second Annual Report on the business and operations of your Company along with the audited Financial Statements for the Financial Year ended March 31, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 2. Outlook The company is taking all efforts to get more orders at competitive rates. Due to bulk orders and bargaining power Company is able to quote better rates and maintain high quality of the products traded. Barring unforeseen circumstances the company is confident of achieving better results in the current year. 3. Dividend Your Directors do not recommend any dividend for this year to consolidate the resources. 4. Directors and Key Managerial Personnel Mr. Chandmal Parasmal Goliya (DIN: 00167842), Director retires by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. Mr. Navrattanmal Goliya, Mr. Dinesh Chandra Babel and Mr. Amar Bafna resigned as Director from the Board of your Company with effect from 01st August, 2015. The Board places on record its deep appreciation for the services rendered by Mr. Navrattanmal Goliya, Mr. Dinesh Chandra Babel and Mr. Amar Bafna during their tenure as Members of the Board and Committees. During the year, Mrs. Sushma Ranka (DIN: 07038286) was appointed as an Additional Director (Independent) with effect from 13th February, 2015. As an Additional Director Mrs. Sushma Ranka holds office up to the date of the ensuing Annual General Meeting and being eligible, offers herself for appointment as an Independent Director afresh. Notice pursuant to Section 160 of the Act has been received from a member along with the requisite deposit proposing the candidature of Mrs. Sushma Ranka for her appointment as an Independent Director at the next Annual General Meeting. The Board recommends for her appointment. Mr. Naval Jha, was appointed as Key Managerial Personnel as Chief Financial Officer of the company on 19th August 2014. Ms. Kunjal Singh was appointed as Key Managerial Personnel designated as Company Secretary of the company with effect from 2nd September, 2014. 5. Particulars of Employees The prescribed particulars of Employees required under section 134 (3)(q) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II and forms part of this report of the Directors. There are no employees of your company who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review. 6. Board & Committee Meetings a) Board Meeting: During the financial year 2014-15, total Five (5) Board Meetings were held on 24th May 2014, 12th August, 2014, 2nd September 2014, 14th November 2014 and 13th February 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. b) Audit Committee Meeting: During the Financial Year 2014-15, Audit Committee constituted on 12th August 2014 thereafter, total Three (3) Audit Committee Meetings were held on 19th August 2014, 14th November 2014 and 13th February 2015. c) Nomination & Remuneration & Compensation Committee Meeting: Nomination & Remuneration & Committee constituted on 12th August 2014. During the financial year 2014-15 no meetings were held. 7. Board Evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the Evaluation of the working of its various committees. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting. 8. Declaration by an Independent Director(s) and re- appointment, if any Independent Directors have given declarations that they meet the criteria of independence as provided under section 149 (6) of the Companies At, 2013. 9. Policy on Directors Appointment & Remuneration Details of Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, can be accessed by clicking on the web link: <http://www.kusamelectrical.com/Remuneration-Policy.pd1> Details of Familiarisation Programme for Independent Directors and criteria for making payment to Non- Executive Directors can be accessed by clicking on the web link: <http://www.kusamelectrical.com/Directors-Familiarisation-Programme.pd1> 10. Auditors: (i) Statutory Auditors: The Statutory Auditors of your Company namely, M/s Chhajed & Doshi, Chartered Accountants, Mumbai (Firm Registration No. 101794W) have been appointed for a period of three years at the previous Annual General Meeting held on 26th September, 2014. The appointment is required to be ratified by the shareholders at this Annual General Meeting to conduct the audit for the Financial Year 2015-2016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The observations made by the Statutory Auditors in their report are self explanatory and needs no further explanation. (ii) Secretarial Auditor: The Board has appointed M/s S. K Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-2015. The Report of the Secretarial Audit Report (MR-2) is annexed herewith as "Annexure II. The observations made by the Secretarial Auditor in their report are self explanatory and needs no further explanation 11. Internal Controls Your company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operations. 12. Vigil Mechanism / Whistle Blower Policy : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company have a Vigil Mechanism Policy for directors and employees to deal with an instance of fraud or mismanagement, if any. The Vigil Mechanism Policy has been uploaded on the website of the Company at <http://www.kusamelectrical.com/pdf/Whistle-Blower-policy.pdf> 13. Risk Management Policy The Board of Directors has put in place a Risk Management policy for the company, which includes business risks, markets risks, event risks and IT / Financial/ Interest rate/ liquidity, risks and the structure , infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company's existence, have been identified by the Board of Directors. Details of the Risk management Policy have been uploaded on the website of the Company at <http://www.kusamelectrical.com/Risk-Management-Policy.pd1> 14. Extract of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return of your Company for the financial year ended 31st March, 2015 is given in MGT 9 as a part of this Annual Report as ANNEXUREI . 15. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report The Bombay Stock Exchange has charged revocation fees of Rupees 32 Lacs plus Service Tax @ 14% for resumption of trading in shares of the company which is payable in seven installments vide bill no. PRFNPPXX1677656 dated 11/06/2015 the company has issued post dated cheques of Rs. 08 lacs towards first installment and balance six post dated cheques of Rs. 04 lacs each. 16. Particulars of loans, guarantees or investments The Company has not given any loan during the year. The details of Guarantees, Investments and Securities are covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes No. 8 and 13 to Financial Statements. 17. Related parties Transactions: All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. However, the details have been furnished in the Notes No. 39 to the financial statement. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval at every quarterly meeting. Details of policy for dealing with related party transactions can be accessed by clicking on the web link: <http://www.kusamelectrical.com/Related-party-transaction-policy.pdf> 18. Corporate Governance Certificate The corporate Governance guidelines not applicable to your company for year ended 31st March, 2015 as per the Circular No. CIR/CFD/POLICY CELL/7/2014 of SEBI dated 15th September, 2014. 19. General Disclosures 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. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 20. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review. 21. (a) Conservation of energy, technology absorption Your Company has no activities relating to conservation of energy and absorption of Technology. (b) Foreign exchange earnings and Outgo During the year, under review the Company has earned foreign exchange of Rs. 297,268/- on account of export sale and outgo of foreign exchange during the year was Rs. 18,131,934/- for imports and Rs. 3,42,000 for travelling. 22. Directors' Responsibility Statement Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:- (a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) such accounting policies as mentioned in Note 2 of the Annual accounts have been applied 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 ended 31st March 2015 and of the profit and loss of the company for that period. (c) proper and sufficient care has been taken 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) the annual accounts for the year ended 31st March 2015 have been prepared on a going concern basis. (e) the internal financial controls followed by the company are adequate and operating effectively. (f) proper systems to ensure compliance with the provisions of all applicable laws are devised and are adequate and operating effectively. 23. Listing with Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. 24. Acknowledgements Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. For and on behalf of the Board of Directors Sd/- Chandmal P. Goliya Whole time Director Place: Mumbai Date: 14/08/2015 |