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बीएसई: 526209  |  NSE: KSOILS  |  ISIN: INE727D01022  |  Edible Oils & Solvent Extraction

खोजें केएस ऑयल कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors are pleased to present the Twenty Ninth Annual Report
 with the Audited Accounts for the financial year ended on March 31,
 2015
 
 FINANCIAL RESULTS
 
                                                      (Rs. In Lakhs)
 
                           Standalone              Consolidated
 
 Particulars          2014-2015   2013-2014    2014-2015    2013-2014
                     (12 Months)  (15 Months)  (12 Months)  (15 Months)
 
 Sales/Income from 
 operations             7,246      1,00,884       7,751      1,01,442
 
 Other Income             617         1,159         617           972
 
 Less: Expenses         7,493      1,34,963      13,393      1,36,640
 
 Profit/Loss 
 before Finance 
 Cost, Depreciation,
 
 Exceptional 
 Items and Taxes          370      (32,920)      (5025)      (34,226)
 
 Less: Finance 
 Cost (Interest)          623       18,041         624        18,042
 
 Less: Depreciation     5,343        7,605       5,376         7,644
 
 Less: Exceptional 
 Items                 17,194       93,129      11,718        91,229
 
 Profit/Loss 
 before Taxes         (22,790)   (1,51,695)    (22,743)    (1,51,142)
 
 Less: Provision 
 for Taxes
 
 (a) Tax related 
 to previous 
 years                     3          (685)          3          (685)
  
 (b) Deferred 
 Tax Adjustment          194            29         194            29
 
 Profit/(Loss) 
 after Taxes         (22,987)    (1,51,039)    (22,940)    (1,50,486)
 
 Proposed 
 Dividend                00             00          00            00
 
 Dividend Tax            00             00          00            00
 
 Minority 
 Interest                00             00        (550)         (111)
  
 Balance 
 carried to 
 Balance Sheet      (22,987)     (1,51,039)    (22,389)    (1,50,374)
 
 Earning Per 
 Equity Share
 
 Basic/ Diluted 
 (F.V. Re. 1 each)    (5.07)        (32.98)      (4.94)       (32.83)
 
 FINANCIAL REVIEW
 
 During the Financial year under review, your company''s total sales
 (Standalone) were Rs 7,246 Lakhs. The Profit before finance cost,
 depreciation, exceptional items and taxes (Standalone) was Rs. 370
 Lakhs. The finance cost (Standalone) was Rs. 623 Lakhs. The EPS
 (Earning per Share) of the Company is Rs. (5.07) for the period ended
 March 31, 2015. The stalled operation of the Company has severely
 affected the performance of the Company.
 
 The previous financial year of the Company was extended by 3 month i.e.
 from 31/12/2013 to 31/03/2014. Hence the current financial year of the
 Company is not comparable with the results of the previous financial
 year 2013-2014 which was 15 months period.
 
 DIVISION WISE OPERATIONAL PERFORMANCE FOR THE PERIOD ENDED MARCH 31,
 2015 WAS AS UNDER:
 
 A.  Oil Division
 
 1.  Mustard Oil: During the period under review the Company''s mustard
 oil plant was utilized up to 5.13 % of its installed available
 capacity; it processed 67,764 MT (Include 67,764 MT Processed under Job
 work arrangement) of mustard seeds.  Mustard Oil production stood at
 20,875 MT (Includes 20,875 MT produced under Job work arrangement)
 against that of 9,951 MT in the previous year, recording a significant
 Increase of 109.78% as compared to previous year.
 
 2.  Refined Oils: The Company''s refined oil plants utilized 5.00% of
 its available capacity and processed 23,981 MT (Include 23,981 MT
 Processed under Job work arrangement) of crude oil. Refined oil
 production stood at 22,753 MT (Includes 22,753 MT produced under Job
 work arrangement) against that of 26,705 MT in the previous year,
 recording a significant decrease of 14.80% over the previous year.
 
 3. De Oiled Cake (DOC): Solvent extraction plant utilized 9.53 % of its
 available capacity during the year under review and processed 120,032
 MT (Include 120,032 MT Processed under Job work arrangement) of oil
 cake/seeds. During the year, DOC production was at 111,661 MT (Includes
 111,661 MT produced under Job work arrangement) as against 132,882 MT
 during the previous year, thus recording a decrease of 15.97% over the
 previous year.
 
 B.  Power Division
 
 During the year power generated through wind mills was 102,398,049
 units as against 124,521,579 units in the last year, thus recording a
 decrease of 17.77% over the previous year. Out of these units, the
 Company has utilized 7,545,287 units for in- house consumption and sold
 94,852,762 units.
 
 JOB WORK:
 
 The company is in stringent working capital situation and hence the
 company is currently unable to source Seeds for its own production.
 (Seeds are the prime input both in quantitative & price terms for any
 product in the Edible Oil Sector). Accordingly, during the year,
 company has earned a portion of its revenue from job-work. Job work has
 been done for local suppliers who are inclined to increase their job
 work in the company in view of imported machinery, state of art
 infrastructure and superior quality product. Job-work has enabled the
 company to meet with employee expenses and plant maintenance expenses
 and reduce its cash losses. The company expects increase in revenue
 contribution from job-work in future adding to the bottom line.
 
 DIVIDEND
 
 Considering the stalled operating operations of the company and in view
 of the continuous losses, no dividend is proposed to be paid for the
 Fiscal 2014-2015, as per the Companies (Declaration and Payment of
 Dividend) Rules, 2014.
 
 
 EROSION OF NET WORTH
 
 As per the Audited Financial Statements for Financial Year 2014- 15,
 the accumulated losses of the Company as on 31st March, 2015, are in
 excess of its entire net worth as on the same date, as such the Company
 has become a Sick Industrial Company and the necessary reference be
 made with the Board for Industrial & Financial Reconstruction (BIFR) in
 terms of the provisions of Section 15(1) of the Sick Industrial
 Companies (Special Provisions) Act, 1985 (SICA), for determination of
 measures for its rehabilitation. The Company is in the process of
 making the necessary statutory compliances.
 
 CHANGE IN SHARE CAPITAL
 
 During the financial year under review, there was no change in the
 share capital of the company.
 
 CORPORATE GOVERNANCE
 
 Your Company follows the highest standards of Corporate Governance best
 practices. It adheres to and has implemented the requirements set out
 by SEBI''s Corporate Governance practices. As a part of this practice, a
 separate section on Corporate Governance forms a part of the Directors''
 Report. A certificate from CS Mayank Dubey, practicing Company
 Secretary, confirming compliance of Clause 49 on Corporate Governance
 of the Listing Agreement is included in this Annual Report. The
 Managing Director & Executive Director & CFO of the Company have issued
 the required certificate to the Board in terms of Clause 49 (IX) of the
 Listing Agreement for the financial year ended on March 31, 2015.
 
 With regard to the observations made by Practicing Company Secretary in
 his compliance certificate pursuant to Clause 49(IV) (A) of the listing
 Agreement, it has been clarified that, the company could not be able to
 follow the same due to non availability of non executive director,
 however, the company has made an appointment of Independent Director on
 February 17, 2015 and reconstituted the Committee of the Nomination and
 Remuneration on June 13, 2015.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report (MD&A) for the year under
 review, as stipulated under Clause 49 of the Listing Agreement, is
 presented in a separate section forming part of the Annual Report.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 In accordance with the Companies Act, 2013 (the Act) and Accounting
 Standard (AS) - 21 on Consolidated Financial Statements read with AS -
 23 on Accounting for Investments in Associates and AS - 27 on Financial
 Reporting of Interests in Joint Ventures, the audited consolidated
 financial statement is provided in the Annual Report.
 
 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 The details of the Directors being recommended for Appointment pursuant
 to Clause 49 of the Listing Agreement are included in the accompanying
 Notice of the ensuing Annual General Meeting.
 
 Cessation
 
 During the period under review Mr. Sourabh Garg, Executive Director,
 Mr. P. K. Mandloi, Independent Director, Mr. R. S. Sisodia, Independent
 Director and Mr. B. N. Singh, Independent Director have been removed
 from the Board of Directors w.e.f September 03, 2014.
 
 The Nominee Director Mr. B. S. Bhasin (SBI) and Mr. M.B. Kaul (IDBI)
 have been ceased to be directors of the Company w.e.f July 02, 2014 &
 November 11, 2014 respectively.
 
 Appointment
 
 In terms of the Section 149 of the Companies Act, 2013 Mrs. B.  Swarupa
 Rani was appointed Additional Independent Women Director of the Company
 w.e.f February 17, 2015 for a period of 5 (five) years to hold Office
 till February 16, 2020. This is subject to shareholders'' approval at
 the forthcoming Annual General Meeting of the Company.
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 In addition to the above, Mr. Ramesh Chand Garg, Managing Director, Mr.
 Davesh Agarwal, Executive Director & CFO and Mr.  Sandeep Kumar,
 Company Secretary have been designated as the Key Managerial Personnel
 of the Company under Section 203 of the Companies Act, 2013.
 
 Board Evaluation
 
 The Company has devised a mechanism for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which include criteria for performance evaluation of the non-executive
 directors and executive directors.  The criteria for performance
 evaluation of directors cover the areas relevant to their functioning
 as member of Board or its Committees thereof.
 
 The manner in which the performance evaluation of the board and its
 committees, the chairman and the directors individually has been
 carried out and explained in the Corporate Governance Report.
 
 Remuneration Policy
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration.
 
 Meetings
 
 The calendar of Meetings is prepared and circulated in advance to the
 Directors. During the year five Board meetings and five Audit Committee
 Meetings were convened and held. The details of which are given in the
 Corporate Governance Report. The intervening gap between the Meetings
 was within the period prescribed under the Companies Act, 2013.
 
 Committees
 
 The Board currently has 5 (five) Committees:
 
 1) Audit Committee: As on March 31, 2015, the Audit Committee comprised
 of Mr. Boda Venkat Ram as Chairman, Mr. Arvind Pandalai and Mr. Davesh
 Agarwal as Members.
 
 2) Nomination and Remuneration Committee: As on March 31, 2015, the
 Committee comprised of Mr. Boda Venkat Ram as Chairman, Mr. Arvind
 Pandalai and Mr. Davesh Agarwal as Members.
 
 3) Stakeholders Relationship Committee: As on March 31, 2015, the
 Committee comprised of Mr. Arvind Pandalai as Chairman, Mr. Boda Venkat
 Ram and Mr. Davesh Agarwal as Members.
 
 4) Corporate Social Responsibility Committee: As on March 31, 2015, the
 Committee comprised of Mr. Ramesh Chand Garg as Chairman, Mr. Davesh
 Agarwal and Mr. Boda Venkat Ram as Members.
 
 5) Management and Finance committee: As on March 31, 2015, the
 Committee comprised of Mr. Ramesh Chand Garg as Chairman, Mr. Davesh
 Agarwal and Mr. Boda Venkat Ram as Members.
 
 Separate Independent Directors'' Meetings
 
 The Independent Directors meet at least once in a year, without the
 presence of Executive Directors or Management representatives.  They
 also have a separate meeting with the Non-Executive Chairman, to
 discuss issues and concerns, if any.
 
 The Independent Directors met on 17th February, 2015 during the
 Financial Year ended 31st March, 2015.
 
 Familiarization programme for Independent Directors
 
 The Company proactively keeps its Directors informed of the activities
 of the Company, its management and operations and provides an overall
 industry perspective as well as issues being faced by the industry. The
 details of the same is available on the website of the Company
 www.ksoils.com.
 
 The Nomination, Remuneration and Evaluation Policy is attached herewith
 marked as Annexure - I
 
 There are Nil recommendation of the Audit Committee which has not been
 accepted by the Board.
 
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 134(5) of the Companies Act,
 2013, with respect to Directors Responsibility Statement, your
 Directors confirm:
 
 a). That in the preparation of the annual accounts, the applicable
 accounting standards have been followed and no material departure was
 made for the same;
 
 b). That Directors have 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 of
 the Company for the period ended on March 31, 2015;
 
 c). That Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 2013 for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 d). That the annual financial statements have been prepared on a going
 concern basis;
 
 e). That proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively.
 
 f). That proper systems had been devised to ensure compliance with the
 provisions of all applicable laws and were adequate and operating
 effectively.
 
 CODE OF CONDUCT
 
 The Company has in place a comprehensive Code of Conduct (the Code)
 applicable to Directors, Independent Directors and Senior Management
 Personnel. The Code gives guidance and support needed for ethical
 conduct of business and compliance of law. The Code reflects the values
 of the Company. A copy of the Code has been put on the Company''s
 website www.ksoils.com. The Code has been circulated to Directors and
 Senior Management Personnel and its compliance is affirmed by them
 annually.
 
 PREVENTION OF INSIDER TRADING
 
 The Securities and Exchange Board of India (SEBI) vide notification
 dated January 15, 2015 has put in place a new framework for prohibition
 of Insider Trading in Securities and to strengthen the legal framework
 thereof. These new regulations of the SEBI under the above notification
 have become effective from May 15, 2015. Accordingly, the Board has
 formulated the Code of Practice for Fair Disclosure of Unpublished
 Price Sensitive Information in accordance with Regulation 8 of Insider
 Trading Regulations, 2015 and the Code of Conduct, as per Regulation 9
 for regulating, monitoring and reporting of Trading of Shares by
 Insiders. The Code lays down guidelines, procedures to be followed and
 disclosures to be made while dealing with shares of the Company and
 cautioning them on consequences of non-compliances.  The copy of the
 same is available on the website of the Company.
 
 RELATED PARTY TRANSACTIONS
 
 There are no related party transactions as per Section 188 of the
 Companies Act, 2013 however, the significant transaction carried out
 during the financial Period as per AS18 is disclosed in Note No. 47 of
 the Standalone Financial Statement and the same were carried on arm''s
 length basis. Therefore the requirement of AOC2 is not mandated.
 Except Managerial Remuneration and disclosers made elsewhere, there are
 no materially significant related party transactions made by the
 Company with Promoters, Directors, Key Managerial Personnel or other
 designated persons which may have a potential confect with the interest
 of the Company at large.
 
 The policy on Related Party Transactions as approved by the Board may
 be accessed on the Company''s website at the link: http://www.
 ksoils.com/pdf/RTPPolicy_2015.pdf
 
 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
 SECURITIES PROVIDED
 
 During the period under review the Company has not made any fresh
 Investment or given guarantees or provided securities. Particulars of
 loans given along with the purpose for which the loans are provided is
 disclosed in the standalone financial statement (Please refer Notes 13
 & 18).
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Corporate Social Responsibility Committee (CSR Committee) has
 formulated and recommended to the Board, a Corporate Social
 Responsibility Policy (CSR Policy) indicating the activities to be
 undertaken by the Company, which has been approved by the Board.  The
 CSR Policy may be accessed on the Company''s website at the link:
 http://www.ksoils.com/pdf/CSRPolicy.pdf
 
 During the year, the Company has spent Nil amount on CSR activities as
 the Company is having a continuous loss. The Annual Report on CSR
 activities is annexed herewith as Annexure - II to this report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3) (m)
 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
 Rules, 2014, is annexed herewith as Annexure - III to this Report.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure-IV to this Report.
 
 STATUTORY AUDITORS AND REPORT
 
 M/s Ladha G. D. & Co., Chartered Accountants were appointed as the
 Statutory Auditors of the Company from Adjourned 28th Annual General
 Meeting until the conclusion of 32nd Annual General Meeting of the
 Company subject to ratification by the shareholders at every Annual
 General Meeting. The Company has also received a certificate from M/s
 Ladha G. D. & Co., Chartered Accountants pursuant to Section 139 of the
 Companies Act 2013, confirming their eligibility.
 
 The Independent Auditors report contains the qualification and
 management response thereof has been made in the notes to the accounts
 wherever necessary. However, the said qualifications/ reservations /
 observations have been duly addressed by the management. In the opinion
 of the management, there would be no material impact expected on the
 reported loss for the period on this account.
 
 Further, all observations made in the Auditors'' Report and notes to the
 accounts are self-explanatory and may be treated as information/
 explanation submitted by the Board as contemplated under provisions of
 the Companies Act, 2013.
 
 SECRETARIAL AUDITORS AND REPORT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company has appointed M/s. M. D. &
 Associate, Company Secretaries, a frm of Company Secretaries in
 Practice to undertake the Secretarial Audit of the Company. The Report
 of the Secretarial Auditor is annexed herewith as Annexure - VI.
 
 The report does not contain any qualification save and except the
 following:
 
 i. The company has delayed / defaulted in fling of several forms with
 the Registrar of Company including Annual Accounts within due time as
 the same has not been finalized during audit period; There is a gap of
 more than 15 months between two AGM''s due to extended financial year of
 15 months; and AGM held on 30/09/2014 which was adjourned due to
 non-finalization of Annual Accounts and non-appointment of Statutory
 Auditor.
 
 Management Response: Due to casual vacancy of Independent Auditor the
 Annual Accounts could not get finalized and in lining up the procedural
 aspect the delay has occurred. In line of the above, the Company has
 improved the manner and process for fling of forms with the Registrar
 of Companies.
 
 ii.  Internal Auditor has not been appointed.
 
 Management Response: Due to non availability of the qualified personal
 in remote location the company could not be able to appoint the
 Independent Auditor. However, the company is endeavoring to achieve the
 same.
 
 iii. Limited Review Report for the quarterly result has not been
 provided by the Statutory Auditor hence could not take up and approve
 by the Audit committee and Board respectively.
 
 Management Response: The same is due to rotation of Statutory Auditor
 and for covering up the backlog created pursuant to such casual
 vacancy.
 
 iv. The Company has delay / default in Clause 41 and 49(VI) (A) of the
 Listing Agreement
 
 Management Response: The Company has appointed one Independent Director
 and reconstituted the Nomination and Remuneration Committee as per
 Clause 49(VI) (A).
 
 v. The Company has delay Default in falling of Annual Performance
 Report in respect of foreign subsidiary with RBI through Authorized
 dealer and Monthly and Annual Return of ECB External Commercial
 Borrowing
 
 Management Response: In line of the above, the company has improved the
 process for future. Further due to delay in Adoption of Financial
 Statement as described in abovementioned point no.  1 the said default
 has been occurred.
 
 COST AUDITORS
 
 M/s. S. K. Saxena & Co., Cost Accountants (Registration No. 100126)
 have been re-appointed by the Board of Directors of the Company at a
 remuneration of Rs. 35,000/- subject to payment of applicable taxes
 thereon and re-imbursement of out of pocket expenses to conduct audit
 of the cost accounting records of the Company for the financial year
 2015-16. As required under the Companies Act, 2013, a resolution
 seeking members'' approval for the remuneration payable to the Cost
 Auditors forms part of the Notice convening the Annual General Meeting.
 
 LISTING
 
 The Equity Shares of your Company are listed at National Stock Exchange
 of India Ltd. and Bombay Stock Exchange Limited, the National Stock
 Exchange has suspended the trading w.e.f June 21, 2013. The Annual
 Listing fees for the listed equity shares of the Company, pertaining to
 the year 2015-16 has been paid to the Bombay Stock Exchange, however
 Listing fees to the National Stock Exchange has not been paid.
 
 SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
 
 At the beginning of the year, we had 7 (Seven) subsidiaries. As on
 March 31, 2015. We have 1 (One) direct subsidiaries, 6 (six) step- down
 subsidiaries.
 
 A statement pursuant to Section 129 of the Companies Act, 2013 relating
 to subsidiaries, Joint Ventures or Associate Companies for the year
 ended on March 31, 2015 has been attached in the Annual Accounts.
 
 The Consolidated Financial Statements of the Company and all its
 subsidiaries as prepared in compliance with the applicable accounting
 standards and listing agreements are enclosed. The statement of
 statutory information in aggregate for each subsidiary is enclosed
 along with the Consolidated Financial Statements. The annual accounts
 of the subsidiaries shall be made available to the shareholders seeking
 such information and shall also be available for inspection at its
 Registered Office. The Policy for determining material subsidiaries as
 approved may be accessed on the Company''s website in investor section:
 http://www.ksoils.com/pdf/Policy_MaterialNon- ListiedSubsitiary.pdf
 
 INTERNAL FINANCIAL CONTROL
 
 The Board 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.
 
 RISK MANAGEMENT
 
 The Company has laid down the procedures to inform Board Members about
 risk assessment and minimization procedures. The Board of Directors of
 the Company has framed risk management policy which can be accessed on
 the Company''s website at the link: http://www.ksoils.com/pdf/
 RiskManagementPolicy_2015.pdf This policy forms part of the internal
 control and corporate governance process of the Company. Basically the
 aim of this policy is not to eliminate risks, rather to manage the
 risks involved in the Company activities to maximize opportunities and
 minimize adversity by considering the following:- ? Identification of
 risk, defend ownership with clearly defend role and responsibilities;
 
 - Balance between the cost of managing risk and the anticipated
 benefits;
 
 - Contributing to more efficient use/allocation of capital and
 resources;
 
 - to encourage and promote an pro-active approach towards risk
 management
 
 - Identifying any unmitigated risks and formulating action plans for
 its treatment through regular review.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 The Company did not have any employee of the category mentioned in
 Section 197(12) of the Companies Act, 2013, read with the Rule 5(2) &
 (3) of the Companies Appointment and remuneration) Rules, 2014 as
 Amended and forming part of the Directors'' Report for the Financial
 Year ended March 31, 2015
 
 The ratio of remuneration of each Director to the median employee''s
 remuneration and other details in terms of Section 197(12) of the
 Companies Act, 2013 read with rule 5(1) of the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
 part of this report at Annexure - V.
 
 HUMAN RESOURCES
 
 Your Company maintained healthy, cordial and harmonious industrial
 relations at all levels during the year under report. Your Company
 firmly believes that a dedicated workforce constitute the primary
 source of sustainable competitive advantage. Accordingly, human
 resource development continues to receive focused attention. Your
 Directors wish to place on record their appreciation for the dedicated
 and commendable services rendered by the staff and workforce of your
 Company. There are 364 numbers of employees of the Company as on 31
 March 2015.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 The Vigil Mechanism of the Company, which also incorporates a whistle
 blower policy in terms of the Listing Agreement, includes an Ethics &
 Compliance Task Force comprising senior executives of the Company.
 Protected disclosures can be made by a whistle blower through an
 e-mail, or dedicated telephone line or a letter to the Task Force or to
 the Chairman of the Audit Committee. The same has also been displayed
 on the website of the Company and the link for the same is
 http://www.ksoils.com/pdf/WBlowerPolicy_2014-15_1.pdf
 
 
 ENHANCING SHAREHOLDERS VALUE
 
 Your Company believes that its Members are amongst its most important
 stakeholders. Accordingly, your Company''s operations are committed to
 the pursuit of achieving high levels of operating performance and cost
 competitiveness, consolidating and building for growth, enhancing the
 productive asset and resource base and nurturing overall corporate
 reputation. Your Company is also committed to creating value for its
 other stakeholders by ensuring that its corporate actions positively
 impact the socio-economic and environmental dimensions and contribute
 to sustainable growth and development.
 
 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 Act.
 
 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 save and except ESOS referred to in this
 Report.
 
 4.  Neither the Managing Director nor the Whole-time Directors of the
 Company receive any remuneration or commission from any of its
 subsidiaries.
 
 5.  Significant or material orders were passed by the Regulators or
 Courts or Tribunals which impact the going concern status and Company''s
 operations in future disclosed in Auditors Report.
 
 Your Directors further state that during the year under review, there
 were no cases fled pursuant to the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013
 
 FORWARD LOOKING STATEMENT
 
 This Report contains forward-looking statements that involve risks and
 uncertainties. When used in this Report, the words ''anticipate'',
 ''believe'', ''estimate'', ''expect'', ''intend'', ''will'' and other similar
 expressions as they relate to the Company and/or its businesses are
 intended to identify such forward-looking statements. The Company
 undertakes no obligation to publicly update or revise any
 forward-looking statements, whether as a result of new information,
 future events, or otherwise.  Actual results, performances or
 achievements could differ materially from those expressed or implied in
 such forward-looking statements.  Readers are cautioned not to place
 undue reliance on these forward- looking statements that speak only as
 of their dates. This Report should be read in conjunction with the
 financial statements included herein and the notes thereto.
 
 ACKNOWLEDGEMENT
 
 Your Directors thank various Central and State Government Departments,
 Organizations and Agencies for the continued help and co-operation
 extended by them. The Directors also gratefully acknowledge all
 stakeholders of the Company viz. customers, members, dealers, vendors,
 banks and other business partners for the excellent support received
 from them during the year. The Directors place on record their sincere
 appreciation to all employees of the Company for their unstinted
 commitment and continued contribution to the Company.
 
                                By the Order of the Board of Directors 
 
                                                For K. S. Oils Limited
 
                                   Davesh Agarwal    Ramesh Chand Garg
 
                         Executive Director & CFO    Managing Director
 
                                   DIN : 01102237        DIN: 00027025
 
 Date : 05/12/2015 
 
 Place : New Delhi
स्रोत: रेलीगरे टेचनोवा

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