Kush Industries Ltd
Directors Reports
Dear Members,
Your Directors present the 31st ANNUAL REPORT together with the Audited Financial
Statements for the Financial Year 2022-23 ended 31st March, 2023.
1. FINANCIAL RESULTS :
(Rs in Lakh)
| Particulars |
2022-23 |
2021-22 |
| Profit/(Loss) before Depreciation and Tax |
(7.72) |
19.73 |
| Less/(Add): Depreciation |
(4.42) |
5.98 |
| Profit/(Loss) before exceptional items |
(12.14) |
13.75 |
| Exceptional items |
- |
231.04 |
| Profit/(Loss) before/after tax |
(12.14) |
244.79 |
| Tax |
- |
- |
| Opening debit balance of Profit & Loss |
(2430.32) |
(2676.80) |
| Loss carried forward to Balance sheet |
(2443.71) |
(2430.32) |
| Other comprehensive income |
(1.25) |
1.69 |
There are no material changes and commitment off the financial position of company
except the Income tax department freezing operative current bank account of the Company
after balance sheet date which caused difficulty in day to day operation of the Company
for sometimes.
2. OPERATIONS:
During the year under review, the Sales includes trading turnover in solar power
generating raw materials of Rs 79.65 lakhs and stock clearance sale of Rs 2.74 lakhs, of
closed activities, totaling to Rs 82.39 lakhs, as compared to the Sales includes trading
turnover in solar power generating raw materials of Rs 309.32 lakhs and stock clearance
sale of Rs 17.18 lakhs, of closed activities, totaling to Rs 326.47 lakhs in the previous
year. The company has earned other income of Rs 4.89 lakhs in the current year, as
compared to other income of Rs 236.80 lakhs in the previous year, the previous year income
includes exceptional and one time income of profit from the sale of undertaking at plot
no. 330A, GIDC of Rs 231.04 Lakhs.
During the year under review, the Company incurred Loss before Depreciation of Rs 7.72
lakh compared to Profit of Rs 19.73 lakh during 2021-22. After providing for depreciation
of Rs 4.42 lakh, the Loss after depreciation stood at Rs 12.14 lakh
The other comprehensive loss stood at Rs 1.25 lakh during the year as compared to
income of Rs. 1.69 lakhs in the previous year.
3. DIVIDEND:
In view of the large accumulated losses, your Directors regret their inability to
recommend any dividend on the Equity Shares of the Company.
4. FUTURE OUT LOOK:
The Company has started new trading activity in ceramics in current year and will
explore other profitable activities for company in future.
5. FINANCE:
Fund arrangements including working capital have been prudently managed and during the
current financial year company did not enjoy any financial assistance from Financial
Institutions and Banks.
The Company has not raised any term loan during the year as well as not given any
guarantee for loans taken by others from bank or financial institutions.
6. INCOME TAX ASSESSMENT:
The regular Income tax assessment of the Company has been completed till Assessment
Year 201718. The Company has disputed liability of Rs.81.64 Lakhs plus interest for
Assessment Year 2017-18 which was pending to be paid due to pendency of appeal before the
Commissioner (Appeals) and Sales tax assessment is completed up to the Financial Year
2001-02.
7. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.
8. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2023 was Rs 15,25,00,000/-.
As on 31st March, 2023, the Company has not issued shares with differential voting rights
nor granted stock options nor do sweat equity and none of the Directors of the Company
hold any convertible instruments.
9. DIRECTORS:
9.1 One of your Directors viz. Mrs. Kiran M. Virani (DIN: 07126947) retires by rotation
in terms of the Articles of Association of the Company. However, being eligible offers
herself for reappointment.
The above re- appointment forms part of the Notice of the forthcoming 31st AGM and the
resolutions are recommended for your approval.
9.2 Mr. Priyesh G. Shah resigned as an Independent Director of the Company w.e.f. 30th
March, 2023.
9.3 The Board, based on the recommendations of the Nomination and Remuneration
Committee, had appointed Mr. Vivek R. Singhal as Independent Director w.e.f. 30th March,
2023 to hold the office upto the date of forthcoming 31st Annual General Meeting (AGM). It
is proposed to appoint Mr. Vivek R. Singhal as an Independent Directors, not liable to
retire by rotation, for a term of five consecutive yearRss w.e.f. 30th March, 2023 to 29th
March, 2028.
9.4 Brief profile of the Director who is being appointed or re-appointed as required
under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General
Meetings is provided in the notice for the forthcoming AGM of the Company.
9.5 The Board of Directors duly met 6 times during the financial year under review.
9.6 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act.
9.7 FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
9.8 DIRECTORSRs RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(ii) 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 31st March, 2023 being
end of the financial year 2022-23 and of the Loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) 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.
(vi) 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.
10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the CompanyRss policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
11. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of its
Directors. The Board of Directors has framed a Remuneration Policy that assures the level
and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality
required to run the Company successfully. The Relationship of remuneration to performance
is clear and meets appropriate performance benchmarks. All the Board Members and Senior
Management personnel have affirmed time to time implementation of the said Remuneration
policy.
The Nomination and Remuneration Policy are available on the CompanyRss website-
www.kushindustrieslimited.com
12. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
The company at present has the following two personnel, statutorily required:
Remuneration of KMP:
| Sr. No. Name of the KMP |
Designation |
Remuneration |
| 1. Mr. Dipak S. Patel |
CFO |
2,40,000 |
| 2. Mrs. Bhoomi S. Shah |
Company Secretary |
2,40,000 |
13. PERSONNEL AND H. R. D.:
13.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Company
continued to give ever increasing importance to training at all levels and other aspects
of H. R. D.
The numbers of Employees of the Company are 2 (Two). The relationship between average
increase in remuneration and CompanyRss performance is as per the appropriate performance
benchmarks and reflects short and long term performance objectives appropriate to the
working of the Company and its goals.
13.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
14. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the
DirectorsRs Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an armRss length basis. During the year,
the Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the CompanyRss website at
www.kushindustrieslimited.com
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information required under Section 134(3) (m) of the Companies Act, 2013 and Rule
8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and
Technology Absorption forms part of this report and is given by way of Annexure - A.
16. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management
Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions
of Corporate Governance are appended to the Annual Report as Annexure - B.
17. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure - D.
There are no remarks / qualification in the Secretarial Audit Report, hence no
explanation has been offered.
18. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return as on 31st March, 2023 is available on the CompanyRss website
www.kushindustrieslimited.com.
19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERSRs RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report.
20. GENERAL:
20.1. STATUTORY AUDITORS:
The present Auditors of the Company M/s. V H Gundarwala & Co., Chartered
Accountants (Firm Registration No. 113291W), were appointed as Statutory Auditors of the
Company at the 28th Annual General Meeting for a period of 5 years i.e. for financial
years 2020-21 to 2024-25.
They continue to hold office as Statutory Auditors till the conclusion of 33rd AGM to
be held in the year 2025.
The remarks of Auditor are self explanatory and have been explained in Notes on
Accounts.
20.2 INSURANCE:
The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the
Company.
20.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits and there were
no overdue deposits.
20.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
20.6 RESEARCH & DEVELOPMENT:
The Company is continuously working on Research and Development resulting in new
innovation leading to cost reduction and better product quality.
20.7 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
20.8 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courts
or tribunals, impacting the going concern status of the Company and its future operations.
20.9 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The CompanyRss policy requires conduct of operations in such a manner, so as
to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
20.10 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did not receive any
complaint.
20.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
20.12 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
21. SALE OF UNDERTAKING OF COMPANY:
The Company proposes to pass Special Resolution under Section 180(1)(a) of the
Companies Act, 2013 at the ensuing Annual General Meeting for obtaining necessary approval
of members for sale/ disposal off the CompanyRss RsUndertakingRs being Land, at Plot No.
129, Near J.B.Chemicals, GIDC, Ankleshwar, Dist: Bharuch, Gujarat - 393 002 to clear off
the liability of the Company and to utilise the balance funds for other profitability
business.
The Board recommends the Special resolution to be passed in this regard for your
approval.
22. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
23. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
24. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz NSDL and CDSL. The ISIN No. allotted is INE979D01011.
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period pursuant to the provisions under section 135 in respect of CSR, the
same is not applicable to the Company. Hence, your Directors have not constituted the
Corporate Social Responsibility (CSR) Committee.
26. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. RsCode of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive InformationRs and RsCode of
Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/InsidersRs. The Policy is available on the companyRss website.
27. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters and
Shareholders for their constant support and co operation. Your Directors also place on
record their grateful appreciation and co operation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.
|
For and on behalf of the Board, |
| Place : Ankleshwar |
Mansukh K. Virani |
| Date : 3rd May, 2023 |
Chairman |
|
(DIN: 00873403) |
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