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Kumar Wire Cloth Manufacturing Company Directors Report, Kumar Wire Reports by Directors
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Kumar Wire Cloth Manufacturing Company

BSE: 513703|ISIN: INE840A01011|SECTOR: Textiles - General
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Directors Report Year End : Mar '16    Mar 14

Directors’ Report

To,

The M embers,

KUMAR WIRE CLOTH MANUFACTURING COMPANY LIMITED

The Directors have pleasure in presenting their Toothy Annual Report on the business and operations of the Company and the accounts for the Financial Year ended Ma06.

Financial summary or highlights/Performance of the Company (Standalone)

The Boards Report shall be prepared based on the stand al financial statement of the company. (Rs.)

Particulars

Financial Year ended

31/03/2016

31/03/2015

T otal Income

7,743,296

8,836,684

Expenditure

9,7(4,320

0,389,058

Profit before Depreciation, Finance Char and Tax

017,386)

(3,35,389)

Interest and Finance Charges

19,625

7,035

Depreciation

824,0B

^209,950

Profit before Tax

Q96P4)

0552,374)

T axes paid and provided

NIL

NIL

Profit after Tax

Q96P4)

0552,374)

Transferred to Reserves

NIL

NIL

Proposed Final Dividend

NIL

NIL

Dividend distribution tax

NIL

NIL

Balance (credit/debit) to be carried to balance sheet .

(98,554,898)

(96,593,874)

Operational Performance

- Revenue from operations has decreased 20yB % to Rs. 7,067,C94 / -

- The Company has suffered a Loss of Rs 196p-l/as Compared to los of Rs 1,552,374/ -earned by the Company during the Previous Year.

Dividend

In view of the losses incurred by the Company, your directors are unable to recommend any dividend for the year under review.

Management Discussion & Analysis

The detailed Management Discussion & Analysis Report for the year under review, satedtipul under List in Regulations is presented in a separate section forming part of the Annual Report.

Transfer To Reserves

The Company has not transferred any amount to the Reserves during the Year under Review

Brief description of the Company’s working during the year/State of Company’s affair

The Company is engaged in supplying wire mesh products to a spectrum of industries spanning pharmaceuticals, OEMs, textile yarn manufacturers, sieves and strainers, agriculture, filter manufacturers and so on.

Change in the nature of business, if any

N o Changes have occurred in the Nature of the Business during the Year under Review

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

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to whi dintancial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No Significant and Material Orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the Year under Review.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Your Company has in place adequate internal financial controls with reference to financial statements. Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

Details of Subsidiary/Joint Ventures/Associate Companies

The details of subsidiary/Joint ventures/Associate Company is Reported to be Nil during the Year under Review

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Since the Company does not have any Subsidiary Venture/Associate Companies there in Nothing to report in this Matter

Deposits

The Company has not accepted any Deposits within the meaning of on 73 of the Complies Act, 20B and the Rules made there under. However, the unsecured Loans from Directors and Inter Corporate Bodies which the Company continues to enjoy farm exempted categories under Rule 2()(c)(viii) & (vi) respectively of the Companies(Acceptance Deposit)Rules,204

Statutory Auditors

Amar Bafna & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves -for re appointment.

M/s Amar Bafna & Associates, have furnished a certificate, confirming that appointed, their r-appointment will be in accordance with Section 39 read with Section HI of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed t o appoint M/s Amar Bafna & Associates; as the statutory auditors of the Company from the conclusion of the forthcoming AGM the conclusion of the 38tAnnual General Meeting, subject to ratification at every subsequent Annual General Meeting held after thick General Meeting.

Members are requested to consider the appointment of Amar Bafna & Associates and authorize the Board of Directors to fix their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Company Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board of Directors of the Company had appointed CS.Milind Nirkhe Practicing Company Secretary (Proprietor) , Practicing under the name & style M/SMilind Nirkhe & Associate C,P No23E to undertake the Secretarial Audit of the Company for the year ended 3it March, 206.

Cost Auditor:

The Company is engaged in supplying wire mesh product he rendering of such Services is covered under Cost Audit Applicability Rules. However, since the turnover four Company has not Exceeders Crores for the Financial Year ended on 31st March 206, your Company was not required to get its Cost receive Audited for the Financial Year 201-206.

Secretarial Audit Report

A Secretarial Audit Report given by M/s Milind Nirkhe & Associates, a Company Secretary in practice shall be annexed with the report.

Directors Reply on the Observations on the Secretarial Audit Report:

The Company is in the process of making Necessary Disclosure on its. Webs

As already disclosed in Note No. 33 in Notes to Accounts to the Financial Statements for the Year ended 3103/2015, your Company is in the process of implementing Modified Rehabilitation Scheme as sanctioned by BIFR vide its order dated 03/09/200 & (7/03/202 during the Financial Year under Review and Considering the size of the Business Operations carried out by your Company during the Financial Year under Review , your Company was unable to appoint the Chief Financial officer, Company Secretary, & the Internal Auditor. However, your Company has appointed Whole Time Director during the year under Review as per the Provisions of the Companies Act, 20B

Your Company is in the Process of filing relevant Forms 20B, DIR2, MGT-M, MGT-B,

MR:! ADT-1 with ROC/MCA.

The Company is in the process of making necessary disclosure with respect to acquisition

40,000 Equity Shares by Ms Suneja Jhaveri from WS Holdings under SEBI Prohibition of Insider Trading) Regulations, 1992 to the Stock Exchanges

13. Auditors’ Report

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

Auditors Comments Nature of Qualification

Directors Reply

s

e

e

es

The company is in the process of updating records showing full particulars, including quantitative details and situation of fixed assets.

Effective steps are being taken to reconcile the available data so as to prepare the updated record including the Quantitative Details and Situation of the Company’s Fixed Assets

According to information and explanations given to us the Company is depositing undisputed statutory dues as per the scheme defined by Board for Industrial and Financial Reconstruction (BIFR) including Provident Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty Value Added Tax, Cess with the appropriate authorities. However as per the Draft Rehabilitation scheme sanctioned by BIFR vide its order dated February 25, 2010, following are the undisputed statutory dues as on 31St March, 2015:

The Financials of the Company are Channelized so as to deposit the undisputed Statutory Due in time as per the Scheme defined by BIF R

Particulars

Amount (Rs.)

Interest on Sales Tax

59,06,618/-

CST

1,20,480/-

Interest on Income Tax

45,57,213/-

Grampanchayat

Tax

79,507/-

According to the information and explanations given to us, the dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account of dispute is as follow:

So as to Conserve the valuable Financials ,there are certain Statutory Du which are being Dissipated and hence not paid and Steps are being taken b the Company to resolve these Disputed Statutorily Dues at an early Date

Statute

Nature of Dues

Forum where dispute is pending

Period

to

which

the

amount

relates

Amount Involved (in Rs.)

Income

Tax

Act

Assessment

dues

Income Tax Appellate

Tribunal

A.Y.

2008

09

39,782/-

Income

Penalty

Income Tax

A.Y.

1,27,68,676/-

Tax

Act

Appellate

Tribunal

2008

09

MVAT

Act

Assessment

dues

Deputy

Commissioner

of Sales Tax

F. Y. 201011

4,92,388/-

The accumulated losses of the company have exceeded fifty percent of its net worth. The company has incurred cash losses during the financial year of Rs. 15.52 lacs covered by our audit, but has not incurred cash losses in the preceding financial years. However, The company has been declared sick by the Board for Industrial and Financial Reconstruction vide their order dated February, 21st 2006.

All round efforts are be made by the Company to improve its Bottom Line s as to avoid cash lose: during the Curries F financial Year 205-206

The Company has given the guarantee of Rs.30 Lakhs for loan taken by Vishal Chairs Limited.

Share Capital

The paid up Equity Share Capital as on March 3], 206 was Rs. 27,600,000- during the year under review. The Company has not issued any shares.

A) Issue of equity shares

The Company has not issued shares with differential voting rights thue iyear

B) Issue of sweat equity shares

The Company has not issued sweat equity shares during the year

C) Issue of employee stock options

The Company has not issued employee stock options and does not have any scheme to fund its employees to purchase the shares of the Company

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Not Applicable .

Extract of the annual return

Pursuant to Section 92 (3) of the Act and Rule 2 () of The Companies (Management and Administration) Rules, 204, the extract of Annual Return in form MGT.9 is annexed as Annexure I.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information Regarding Conservation of En &technology Absorption is provided for in Annexure I

Foreign Exchange Earnings and Outgo: Nil Corporate Social Responsibility (CSR)

As a socially responsible Company, your Company has a strong sense of community responsibility .

The Company however, does not fall within the Criteria as laid down by the Acti sarnsbt required to constitute a CSR Committee. Further the Company has been suffering a loss for th( Last two Years; hence the Company has not formulated any Policy.

Directors: A) Changes in Directors and Key Managerial Personnel Appointments and changes in Designation during the Year under Review._

During the year under review:

1 There is no change in the composition of Board of Directors._

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received Declaration from Independent directors Pursuant to the Provisions of Section 49 sub-section 6) of the Companies Act, 203

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 203 the dead carried out evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. 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 Directors. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. 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 setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance he Managing Director & CEO. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The performance evaluation of the Independent dare 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 whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees 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 th e Board.

D) Woman Director:

In terms of the provisions of Section 49 of the Companies Act, 203 a company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Rushali Vijay Chaulkar as an Additional Director on the Board w.e.f March 3], 205

Number of meetings of the Board of Directors

5 Board Meetings were held during the financial yeaiApril 20B to 31st March 206. All relevant and materially significant information, are submitted as part of the agenda papers well in advance of the Board Meetings. The Executive Director, in consultation with the Chairman, drafts the agenda of the meetings.

Date of the meeting N o. of Directorate tended the meeting

W0B/20B__5_

W1/2015__5_

30/ 05/ 206__5_

12/08/206__5_

12/02/206 5

20. Audit Committee

The composition of an Audit Committee is of thin dependent Director as follows

1 Mr. Subash Mayekam independent Director (Chairman of the Committee)

2 Mr. Omprakash Yadan independent Director

3. Mr. Kamlesh Dube Independent Director

Details of establishment of vigil mechanism for directors and employees

The company has maintained regular Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the Listing Regulations.

Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee in accordance with provisions of the Companies Act, 203 and Listing Regulations 30fh May, 206. The terms and reference of Remuneration Committee was also finalized by the Board at the said Meeting.

The Committees constitution and terms of reference are in compliance with Provisions of the Companies Act, 203, and Listing Regulations.

Detailed information disclosed under Report on Corporate Governance.

Particulars of loans, guarantees or investments under section 186

No Loans or Guarantees are given nor are any Investments made by the C (Dmpeuj Section B6 of the Companies Act, 203.

Particulars of contracts or arrangements with related parties:

The Company has made disclosure regarding related party transaction in Financial Statement & particulars of every contract or arrangements enitntmby the Company with related parties referred to in subjection () of section B8 of the Companies Act, 203 including certain arms length transactions under third proviso thereto shall be disclosed in Form Nc2 Admit enclosed)

Managerial Remuneration:

During the financial year under review, none of the Company’s employees was in receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. Hence, no particular feared quirked to be disclosed in this Report .

Hence, no particulars are required to be disclosed in this Report.

Criteria for determining qualifications, positive attributes and independence of a director:

The Nomination and Remuneration Committee has fartmdil the criteria for detaining qualifications, positive attributes and independence of Directors in terms of provisions of Section 78 (3) of the Act and Listing Regulations

Independence: In accordance with the above criteria, a Director will be coned das an Independent Director. if he/ she meets with the criteria for Independent Director. as laid down in the Companies Act, 203 and Listing Regulations

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of

a Director, the Nomination and Remuneration Committee costlier manner in which the function and domain expertise of the individual will contribute to the over mix of the Board .

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 203 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors’ as outlined in Schedule IV to the Act.

Corporate Governance Certificate

Your Company has implemented all the mandatory requirements pursuant to Listing Regulations A separate report on Corporate Governance is given as a part of the Annual Report along with the certificate received nfirthe Practicing Company Secretary, Mmar Bafna & Associates, Statutory Auditors confirming the compliance.

Risk management policy

Your Company has adopted a Risk Management Policy/ Plan in accordance with the provisions of the Companies Act, 203 and Listing Regulations It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee la sat swell e Board of Directors about risk assessment and management procedures and status.

This risk management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align with the risk appetite and highlights risks associated with chosen strategies

Directors’ Responsibility Statement

In terms of the provisions of Section 34 (3) (c) and 34 (5) of the Companies Act, 203, and to the best of their knowledge and befit and according to the information and explanations obtained by them and same as mentioned elsewhere in this

Report, the attached Annual Accounts and the Auditors ’ Report thereon, your Directors confirm that:

(i) in the preparation of the annual accounts applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as require and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal finance Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems adequate and operating effectively.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the result s.

F or and on behalf of the Board of Directors

Place: Mumbai

Date. 30/05/206 JITEN SUSHILCHOKSEY

CHAIRMAN

(DIN:0334275)

Source : Dion Global Solutions Limited
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