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कृष्णा लाइफस्टाइल टेक्नॉलजी निदेशकों की रिपोर्ट, कृष्णा लाइफस्टाइल टेक्नॉलजी निर्देशकों द्वारा रिपोर्ट

कृष्णा लाइफस्टाइल टेक्नॉलजी

बीएसई: 514221  |  NSE: SHREEKRPOL  |  ISIN: INE218A01028  |  Textiles - Hosiery & Knitwear

खोजें कृष्णा लाइफस्टाइल टेक्नॉलजी कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors have pleasure in presenting the Twenty Eighth Annual
 Report of K-LIFESTYLE & INDUSTRIES LTD. along with the Audited
 Statements of Accounts for the Financial Year ended 31st March, 2015.
 
 FINANCIAL HIGHLIGHTS:
 
 
                                          2014-2015           2013-2014
 PARTICULARS                            (Rs. in Lacs)       (Rs. in Lacs)
 
 Revenue from operations                   73768.87           69032.30
 
 Finance Cost                               3349.92            3595.79
 
 Depreciation and Amortization              5189.41            6174.29
 Expense
 
 Profit before Exceptional and          (21,501.99)          (24665.18)
 Extraordinary Items and Tax
 
 Exceptional Items &                        -                     -
 Extraordinary Items
 
 Profit/Loss before Tax                 (21,501.99)         (24665.18)
 
 Provision for Tax                          -                     -
 
 Deferred Tax Assets                       (904.16)           (987.66)
 
 Profit/Loss after Tax                  (20,597.83)         (23677.52)
 
 COMPANY PERFORMANCE:
 
 During the year under review, the performance of the Company was
 affected on- account of heavy burden of Finance Cost and Depreciation.
 
 During the year, the Revenue from operations of Company has
 substantially increased to Rs. 73768.87 Lacs as against Rs.  69032.30
 Lacs in respect of the previous Financial Year ended 31st March, 2014.
 The Company has earned during the year Net Loss of Rs. 20,597.83 Lacs
 as against Net Loss of Rs. 23677.52 Lacs in the previous Financial year
 ended 31st March, 2014.  However, there is no cash loss during the
 year, the loss is due to heavy burden of Finance Cost and Depreciation
 The Company has incurred Substantial losses due to markets resulting in
 poor sales.
 
 The company experienced that the efficiency of plant and machineries,
 especially Spinning Machines have gone down and set up an in house
 Expert Group to suggest measures for Technology up gradation and
 Modernization. As per their recommendations, old machines including
 Ring Frames, requiring expenditure towards repairs and maintenance
 consuming high power with low out put have been identified and shifted
 to workshop/godowns for appropriate action.
 
 Further, the Company after incurring huge losses and eroding its net
 worth completely had made an application to be registered as a Sick
 Company with Board for Industrial and Financial Reconstruction vide a
 Resolution passed by the Board of Directors on 12th February, 2015. The
 Company has been registered as a Sick Company.
 
 DIVIDEND:
 
 In view of Loss of the Current year, your Directors are unable to
 recommend any dividend on the equity shares for the year under review.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 Mr. S. P Jolly and Mr. Dileep Kapre, have resigned w.e.f. 25th March,
 2015 and Mr. Kulwinder Kumar Nayyar and Mr. Farindra Bihari Bhuneshwar
 Rai have resigned from the Company w.e.f. 26th March, 2015, 28th March,
 2015 respectively.
 
 The Board of Directors of the Company had appointed Ms. Manasi Indrajit
 Wadkar (DIN: 05309693), Mr. Jaiprakash Misha (DIN: 07190590) and Mr.
 Pravinkumar Parekh (DIN: 06894568) as Additional Directors w.e.f. 7th
 November, 2014, 23rd March, 2015 and 24th March, 2015 respectively.
 Pursuant to the provisions of Section 161 of the Companies Act, 2013,
 they shall hold office upto the date of ensuing Annual General Meeting.
 The Notice pursuant to Section 160 of the Companies Act, 2013, has been
 received from the Members proposing their candidature for appointment
 as Directors of the Company.
 
 All the Independent Directors have given declarations that they meet
 the criteria of independence as laid down under Section 149 (6) of the
 Act and Clause 49 of the Listing Agreement entered into with the Stock
 Exchanges. In the opinion of the Board, they fulfill the conditions of
 independence as specified in the Act and the Rules made there under and
 are independent of the management.
 
 Further, as required under Section 203(1) of the Companies Act, 2013,
 Company has appointed Mr. Rajendra Pathak as a Chief Financial Officer
 designated as a Key Managerial Personnel of the Company
 
 Mr. Dinesh Kumar has resigned as a Company Secretary of the Company
 w.e.f. 6th August, 2014.
 
 Further, Ms. Nitika Datt was appointed as a Company Secretary of the
 Company w.e.f. 4th November, 2014.
 
 ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
 COMMITTEES AND OF DIRECTORS:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual 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 Board''s functioning was evaluated on various aspects, including
 inter alia degree of fulfillment 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 to the Managing Director.
 
 Areas on which the Committees of the Board were assessed included
 degree of fulfillment of key responsibilities, adequacy of Committee
 composition and effectiveness of meetings.
 
 The performance evaluation of the Independent Directors 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 a 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 the Board.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
 
 The Directors are happy to state that the relations between the Company
 and its Employee remained cordial throughout the year.  The Directors
 acknowledge and express their appreciation for the contributions made
 by the employees at all levels. Focused attention was given for
 knowledge updating and application of new technologies available to
 reduce costs and to meet the business challenges.
 
 None of the employees drew remuneration of Rs. 60,00,000/- or more per
 annum/ Rs. 5,00,000/- or more per month during the year. This
 information is furnished as required under Section 197(12) of the
 Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
 
 Disclosures pertaining to remuneration and other details as 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 are provided in the Annexure C forming part of the Annual
 Report.
 
 Having regard to the provisions of Section 136(1) of the Companies Act,
 2013, the Annual Report excluding the aforesaid information is being
 sent to the members of the Company. The said information is available
 for inspection at the Registered Office of the Company during working
 hours and any member interested in obtaining such information may write
 to the Company Secretary and the same will be furnished without any fee
 and free of cost.
 
 REPORT ON CORPORATE GOVERNANCE:
 
 Your Company is fully compliant with the Corporate Governance
 guidelines, as laid out in Clause 49 of the Listing Agreement. All the
 Directors (and also the members of the Senior Management) have affirmed
 in writing their compliance with and adherence to the Code of Conduct
 adopted by the Company. The details of the Code of Conduct are
 furnished in the Corporate Governance Report is part of this Report.
 The Managing Director has given a certificate of compliance with the
 Code of Conduct, as required under Clause 49 of the Listing Agreement.
 
 M/s. A. F. Khasgiwala, Practicing Chartered Accountants, Statutory
 Auditors of the Company have examined the requirements of Corporate
 Governance with reference to Clause 49 of the Listing Agreement and
 have certified the compliance, as required under Clause 49 of the
 Listing Agreement. The Certificate in this regard is attached to this
 Report.
 
 The Managing Director / Chief Financial Officer (CEO/CFO) certification
 as required under Clause 41 of the Listing Agreement is attached to
 this Report.
 
 EXTRACT OF ANNUAL RETURN:
 
 Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
 (Management and Administration) Rules, 2014, the extract of Annual
 Return in form MGT.9 is annexed as Annexure A.
 
 BOARD AND COMMITTEE MEETINGS:
 
 A calendar of Board and Committee Meetings to be held during the year
 was circulated in advance to the Directors. 5 (Five) Board Meetings
 were convened and held during the year.
 
 The Board has constituted an Audit Committee with Mr. Shivprasad
 Shrivastav as Chairman and Mr. Pravin Parekh and Mr. Jaiprakash Mishra
 as the Members. There have not been any instances during the year when
 recommendations of the Audit Committee were not accepted by the Board.
 
 The Company has also constituted various other Committees viz.
 Nomination & Remuneration Committee, Stakeholder Relationship
 Committee, Risk Management Committee and Management and Finance
 Committee.
 
 Details of the composition of the Board and its Committees and of the
 Meetings held and attendance of the Directors at such Meetings, are
 provided in the Corporate Governance Report is part of this Directors''
 Report.
 
 The intervening gap between the Meetings was within the period
 prescribed under the Act and the Listing Agreement.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Based on the framework of internal financial controls and compliance
 systems established and maintained by the Company, work performed by
 the Internal, Statutory, Cost and Secretarial Auditors and the reviews
 performed by Management and the relevant Board Committees, including
 the Audit Committee, the Board is of the opinion that the Company''s
 internal financial controls were adequate and effective during the
 financial year 2014-15.
 
 Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the
 Companies Act, 2013, the Board of Directors, to the best of their
 knowledge and ability, confirm that:
 
 (i) in the preparation of the annual accounts, the 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 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 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 financial 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 are adequate
 and operating effectively.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
 
 Particulars of contracts or arrangements with related parties referred
 to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
 AOC-2, is appended as Annexure B to the Board''s report.
 
 The Board has approved the policy on Related Party Transactions and
 Material Subsidiary. The policies have been uploaded on the Company''s
 website, under the web link: http://
 k-lifestyleind.com/wp/related-party-transactions/
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Details of loans, guarantees and investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in Note
 2.18(k) of the Notes to the financial statements.
 
 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
 
 The Company familiarizes its Independent Directors with the Company,
 their roles, rights, responsibilities in the company, nature of the
 industry in which the company operates, business model of the company
 etc. through various programmers.
 
 The details of such familiarization programmed shall be disclosed on
 the Company''s website at the following web link: http://
 k-lifestyleind.com/wp.
 
 RELATED PARTY TRANSACTIONS:
 
 All transactions entered by the Company with Related Parties were in
 the Ordinary Course of Business and at Arm''s Length pricing basis.
 There were no materially significant transactions with Related Parties
 during the financial year 2014-15 which were in conflict with the
 interest of the Company. Suitable disclosures as required under AS-18
 have been made in Note 2.18(i) of the Notes to the financial
 statements.
 
 The Company has also adopted Related Party Transaction Policy as
 required under Clause 49 of the Listing Agreement.
 
 The Board has approved the policy on Related Party Transactions and
 Material Subsidiary. The policies have been uploaded on the Company''s
 website, under the web link: http://
 k-lifestyleind.com/wp/related-party-transactions
 
 Material changes and commitments affecting the financial position of
 the Company which have occurred between March 31, 2015 and 5th August,
 2015:
 
 There were no material changes and commitments affecting the financial
 position of the Company between the end of financial year (March 31,
 2015) and the date of the Report 5th August, 2015).
 
 CONSERVATION OF ENERGY:
 
 a) Company ensures that the manufacturing operations are conducted in
 the manner whereby optimum utilisation and maximum possible savings of
 energy is achieved.
 
 b) No specific investment has been made in reduction in energy
 consumption.
 
 c) As the impact of measures taken for conservation and optimum
 utilisation of energy are not quantitative, its impact on cost cannot
 be stated accurately.
 
 d) Since the Company does not fall under the list of industries, which
 should furnish this information in Form A annexed to the aforesaid
 Rules, the question of furnishing the same does not arise.
 
 TECHNOLOGY ABSORPTION:
 
 Company''s products are manufactured by using in-house know how and no
 outside technology is being used for manufacturing activities.
 Therefore no technology absorption is required. The Company constantly
 strives for maintenance and improvement in quality of its products and
 entire Research & Development activities are directed to achieve the
 aforesaid goal.
 
 FOREIGN EXCHANGE EARNINGS AND OUT-GO:
 
 During the period under review there was no foreign exchange earnings
 or out flow.
 
 REMUNERATION POLICY:
 
 The Remuneration policy of the Company comprising the appointment and
 remuneration of the Directors, Key Managerial Personnel and Senior
 Executives of the Company including criteria for determining
 qualifications, positive attributes, independence of a Director and
 other related matters has been provided in the Corporate Governance
 Report which is attached to this Report.
 
 RISK MANAGEMENT:
 
 The Company has adopted a Risk Management Policy in accordance with the
 provisions of the Act and Clause 49 of the Listing Agreement. It
 establishes various levels of accountability and overview within the
 Company, while vesting identified managers with responsibility for each
 significant risk.
 
 The Internal Audit Department facilitates the execution of Risk
 Management Practices in the Company, in the areas of risk
 identification, assessment, monitoring, mitigation and reporting.
 Through this programme, each Function and Unit addresses opportunities
 and risks through a comprehensive approach aligned to the Company''s
 objectives. The Company has laid down procedures to inform the Audit
 Committee as well as the Board of Directors about risk assessment and
 management procedures and status.
 
 The Company has also constituted the Risk Management Committee to
 review and operate the Risk Management Policy from time to time.
 
 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
 
 The Company has adopted a Whistle Blower Policy, to provide a formal
 mechanism to the Directors and employees to report their concerns about
 unethical behaviour, actual or suspected fraud or violation of the
 Company''s Code of Conduct or ethics policy. The Policy provides for
 adequate safeguards against victimization of employees who avail of the
 mechanism and also provides for direct access to the Chairman of the
 Audit Committee. It is affirmed that no personnel of the Company has
 been denied access to the Audit Committee.
 
 POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
 WORKPLACE:
 
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
 Harassment at the Workplace, in line with the provisions of the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and the Rules there under. The Policy aims to
 provide protection to employees at the workplace and prevent and
 redress complaints of sexual harassment and for matters connected or
 incidental thereto, with the objective of providing a safe working
 environment, where employees feel secure. The Company has not received
 any complaint of sexual harassment during the financial year 2014-15.
 
 SAFETY, HEALTH AND ENVIRONMENT:
 
 Sustained and meticulous efforts continue to be exercised by the
 Company at all plants of the Company, towards greener production and
 environment conservation. The Company perseveres in its efforts to
 indoctrinate safe and environmentally accountable behavior in every
 employee, as well as vendors, by rigid compulsory annual training and
 refresher courses, as well as frequent awareness programme. Mock drills
 of emergency preparedness are regularly conducted at all the plants
 showing Company''s commitment towards safety, not only of its own men
 and plants, but also of the society at large.
 
 Safety records, at all plants showed considerable improvement and
 accident statistics showed downward trend. This was made possible by
 strict adherence to laid down procedures and following of international
 guidelines. Involvement of workers in all safety matters has been
 encouraged by their participation in shop floor safety meetings. To
 achieve the goals, environment protection systems and processes are
 well in place. To meet the challenge of environment protection in a
 proactive manner, unavoidable wastes are dealt with in the most
 efficient and scientific way.
 
 The health of employees and the environment in and around the Plant
 area have been given due care and attention. The Company continued to
 comply with the prescribed industrial safety environment protection and
 pollution control regulation at its production plant, through periodic
 checks of the system involved and constant monitoring to meet the
 standards set by the pollution control authorities, etc.
 
 All the mills of the Company are eco-friendly and do not generate any
 harmful effluents. They have facilities for captive power generation as
 a stand-by arrangement, to meet any contingency. Safety devices have
 been installed wherever necessary, although both the spinning and
 knitting activities are known to be quite safe and free from usual
 hazards of water and air pollution.
 
 INDUSTRIAL REALATIONS & HUMAN RESOURCES MANAGEMENT:
 
 The Company is of firm belief that good Human Resource Management would
 ensure success through high performance. HR strategy and plans of the
 Company are deeply embedded with the organizational goals. In order to
 enhance the manpower productivity the goal is set to increase the
 production capacity of the various plants and rationalize the manpower
 through scientific study. All the operational goals of the top
 management emanate from the business plan. The goals of MD are shared
 with his subordinates who in turn share their goal with their
 respective subordinates and so on. Regular visits by HR team are being
 made to all the plants to meet the employees and also interaction
 meetings are conducted to get their feed back, based on which HR
 policies are improved continuously. The process has resulted in better
 employee relationship.
 
 The Company lays due emphasis on all round development of its human
 resource. Hence training of the employees is aimed at systematic
 development of knowledge, skills, aptitude and team work. Training is
 designed for the development of personal skills necessary for the
 performance of the present job and to prepare them for future growth.
 Individual development is given top priority to groom high caliber
 manpower.
 
 FIXED DEPOSITS:
 
 The Company has not invited/received any Fixed Deposits from the Public
 during the year under report.
 
 INSURANCE:
 
 The properties / assets of your Company are adequately insured.
 
 AUDITORS:
 
 Statutory Auditors:
 
 M/s. A. F. Khasgiwala & Co., Chartered Accountants, (Membership No.
 006491, Firm Registration No. 105114W) had been appointed for a period
 of 3 (Three) consecutive years at the 27th Annual General Meeting of
 the Company held on 19th July, 2014, subject to ratification of such
 appointment by the Members at every subsequent Annual General Meeting.
 
 Further, the Company has received the consent and eligibility of the
 Statutory Auditors under Sections 139 and 141 of the Companies Act,
 2013 read with the Companies (Accounts) Rules, 2014 for continuing as
 the Auditors of the Company.
 
 As required under Clause 41 of the Listing Agreement, the Auditors have
 also confirmed that they hold a valid certificate issued by the Peer
 Review Board of the Institute of Chartered Accountants of India. The
 Audit Committee and the Board of Directors have recommended the
 ratification of the appointment of the Statutory Auditors for the
 Financial Year 2015-16.
 
 The necessary resolution is being placed before the shareholders for
 approval.
 
 Internal Auditors:
 
 Your Board had appointed M/s. Rakesh M. Agarwal & Co., Chartered
 Accountants as Internal Auditors of the Company for the Financial Year
 2014-15 However, they had resigned from the Company. Therefore your
 Board had appointed Mr. Vinay Goyal, Chartered Accountant as an
 Internal Auditor of the Company for the quarter starting from 1st
 January 2015 to 31st March, 2015.
 
 Secretarial Auditors:
 
 Pursuant to the provisions of Section 204 of the Act and The Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Board of Directors of the Company had appointed M/s. Kothari Singhai &
 Associates, a firm of Company Secretaries in Practice to undertake the
 Secretarial Audit of the Company for the year ended 31st March, 2015.
 The Secretarial Audit Report is annexed as Annexure D.
 
 ACKNOWLEDGEMENT:
 
 The Directors have pleasure in recording their appreciation of the
 assistance, co-operation and support extended to your Company by the
 shareholders, all Government Authorities, Financial Institutions,
 Banks, Consultants, Solicitors and Customers.
 
                     For and Behalf of the Board of Directors
                              Sd /-                     Sd /-
 
 Place: Mumbai           Shivprasad Shrivastav     Narayan Ghumatkar
 Date: 5th August, 2015        Director                  Director
                            (DIN: 01455458)          (DIN: 01717979)
 
 
 
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • BREAKING NEWS LOWER : देश में अब तक 45,24,317 कोरोना टेस्ट हुए
  • BREAKING NEWS LOWER : देश में कोरोना के मामले बढ़कर 2,36,650
  • BREAKING NEWS LOWER : देश में कोरोना के कुल 1,15,942 एक्टिव मामले
  • BREAKING NEWS LOWER : अब तक 1,14,072 कोरोना मरीज ठीक हुए
  • BREAKING NEWS LOWER : देश में कोरोना से अब तक 6642 लोगों की मौत
  • BREAKING NEWS LOWER : पिछले 24घंटे में कोरोना के 9887 नए मामले मिले
  • BREAKING NEWS LOWER : पिछले 24 घंटे में कोरोना के 4611 मरीज ठीक हुए
  • BREAKING NEWS LOWER : पिछले 24 घंटे में कोरोना से 294 लोगों की मौत

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