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KUSHAL/BSE/18-19-35 December 11, 2018 Listing Compliance Department BSE Limited, P. J. Towers, Dalal Street, Fort, Mumbai
Ref: Kushal Limited (Scrip Code: 536170)
Sub: Submission of Annual Report for Financial Year 2017-18 under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir, Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Please find herewith enclosed the Annual Report for the fiscal year 2017-18, duly approved and adopted by the members at the 18th Annual General Meeting of the Company held on Monday, December 10, 2018 at 10:30 A.M. at Ahmedabad Management Association, AMA Complex, ATIRA Campus, Dr.Vikram Sarabhai Marg, Ahmedabad- 380015 The same is also uploaded on the company’s website: www.kushallimited.com Thanking You For Kushal Limited
CS Khushboo Surana (Company Secretary)
OUR INSPIRATION OUR STRENGTH
LATE SHRI TULSIRAMJI AGRAWAL 1941-2016
INDEX COMPANY OVERVIEW
Corporate Information 01
Board Committee 02
Our Milestone 03
Strategy for Sustained Development 04
Vision and Values 05
New Developments 06
Chairman’s Message 12
Subsidiary of Kushal Limited 13
The Board of Directors 14
Financial Highlights 15
STATUTORY REPORTS
Director’s Report 16
Management Discussion and Analysis Report 53
Corporate Governance Report. 57
FINANCIAL STATEMENT
STANDALONE FINANCIAL STATEMENTS
Independent Auditor’s Report 77
Balance Sheet 84
Statement of Profit and Loss 85
Statement of Change in Equity 86
Cash Flow Statement 87
Notes to Financial Statements 88
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditor’s Report 107
Balance Sheet 112
Statement of Profit and Loss 113
Statement of Change in Equity 114
Cash Flow Statement 115
Notes to Financial Statements 116
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CORPORATE INFORMATION
Kushal Limited (Formerly known as Kushal Tradelink Limited) CIN-L74110GJ2000PLC037472 Registered Office “Kushal House’’ Plot No. 115, Off C.G. Road, Navrangpura, Ahmedabad – 380009, Gujarat. Tel: +91-79-26408027 Web: www.kushallimited.com
Board of Directors Mr. Sandeep Agrawal - Chairman and Managing Director Mr. Manoj Agrawal - Director Mr. Kushal Agrawal - Director Mr. Anil Soni-Independent Director Mr. Dharmendra Bhuchhada-Independent Director Ms. Kavita Tejaskumar Shah-Independent Director
Officer CS Khushboo Surana- Company Secretary and Compliance Officer CA Vimal Shah- Chief Financial Officer
Auditor M/s. S.V. Sojitra & Co. Chartered Accountants 407, Silver Square Complex, Opp Dipak School, Nikol, Ahmedabad-382350 Tel: +91-9925228736/+91-7801986578
Registrar and Share Transfer Agent Bigshare Services Private Limited Mumbai Branch: 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai, Maharashtra, 400059. Tel.: +91-22-40430200 / 62638200 Fax No.: +91-22-28475207 / 62638299 Web: www.bigshareonline.com Ahmedabad Branch: A/802, Samudra Complex, Near Klassic Gold, Hotel Girish Cold-Drink, Off C.G. Road, Navrangpura, Ahmedabad-380009 Tel: 91-079-40024135 Website: www.bigshareonline.com email: [email protected]
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BOARD COMMITTEE
Audit Committee Anil Soni- Chairman Kavita Tejaskumar Shah- Member Dharmendra Bhuchhada- Member Kushal Agrawal-Member Nomination and Remuneration Committee Kavita Tejaskumar Shah- Chairman Anil Soni- Member Dharmendra Bhuchhada- Member Corporate Social Responsibility Committee Dharmendra Bhuchhada- Chairman Sandeep Agrawal- Member Kushal Agrawal- Member Stakeholder Relationship Committee Dharmendra Bhuchhada- Chairman Anil Soni- Member Manoj Agrawal- Member
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OUR MILESTONES
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STRATEGY FOR SUSTAINED DEVELOPMENT
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VISION AND VALUES
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NEW DEVELOPMENTS
About the Space The Company has started a new division under the name as “About the Space” in Ahmedabad, Gujarat with purpose of enhancing the interior of a building/premises to achieve a healthier and more aesthetically pleasing environment for the people using the space.
KUSHAL ENTERTAINMENT PRESENTS
“TARI MAATE ONCE MORE” The Company have started its venture under the name and style of “BELL THE CAT ENTERTAINMENT”. Subsequently Company has changed name from “BELL THE CAT ENTERTAINMENT” to “KUSHAL ENTERTAINMENT”
Its’s First Urban Regional (Gujarati) motion picture "Tari Maate Once More" has already been released in month of September 2018. Same has been reviewed and liked by many people and one of the hit regional movie for 2018.
Glimpse of the movie available on YouTube Channel: https://www.youtube.com/watch?v=1StAi-X5hxI
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Kushal Integrated Industrial Park Kushal Integrated Industrial Park, a Wholly Owned Subsidiary LLP incorporated by your company in 2017 in Ahmedabad, Gujarat. Currently Kushal Integrated Industrial Park is engaged in set up of an Industrial Park with total area of 29.00 hectors.
The Wholly Owned Subsidiary LLP will develop world class Industrial Park with all essential amenities with estimated cost of ₹ 100 Crores.
Development of Industrial Park will help your company to expand more diversify business with aim to maximize stakeholder wealth and minimize risk.
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KUSHAL
LIMITED
CHAIRMAN’S MESSAGE
SANDEEP AGRAWALCHAIRMAN AND MANAGING DIRECTOR
Dear Stakeholders,
It gives me great pleasure to share with you an updateon the performance of your company for the financialyear 2017-18.
Kushal performed well in 2017-18 despite of manychanges as :
� The company has changed its name from “KushalTradelink limited” to “Kushal Limited”.
� It has also changed its main object and havestepped into the business of Education,Entertainment and such other diversified businessventures.
The company has started two new divisions ineducational sector under the name of “Joy jumperz”and “Hugs N Cuddles”. We are in confidence thatsuch division leads education system with diversifiedand integrated solutions across the education valuechain. Your company has received tittle certificatefrom Indian Motion Picture Producer's Association forits First Urban Regional Motion Picture in Gujarati i.e."TARI MAATE ONCE MORE", and same has beenreleased in moth of September stating our initial stepin entertainment industry. Company also initiated itsstep for interior designing with the name of “About theSpace”.
In this rapidly evolving industry, we have transformed
the company into a flexible organization, which
respond to the changes fast and align itself with the
changing market dynamics. We have continued to
build a more sustainable and thriving enterprise and
are leading the way to long term value creation and
positive societal impact within our organization and
building a legacy for the next century and beyond.
In the Fiscal year 2017-18, the company has reported
Revenue from Operation(Standalone) of 100660.50`
lakh and profit after tax of ` 2771.46 lakh.
In our existing businesses, we focused on offeringvariety of products and solutions. We leveraged ourworld-class product development, supply chain andmanufacturing capabilities to bring innovativeproducts to the market ahead of our competition.
Kushal 's new Vision, Credo and fortified set of Values& Beliefs serve as the foundation for the ambitiousgrowth in our existing businesses, expandinggeographically and seeding new business lines whilekeeping profitability and return on capital at theforefront. The company commit for preparing a future-ready, customer-centric, with significant investmentsin R&D, manufacturing, digital transformation; brandbuilding, governance, quality, people and leadership,as well as an enhanced focus on our channelpartners, business associates and vendors for higherlevels of engagement.
Kushal has been a pioneer in adopting the latestenvironment friendly process and technologies fromtime to time. This has enabled us to undertakesustainable development by bringing about aperceptible change in efficiency parameters, inenergy and water usage, which in turn helped usimprove our operating margins.
Our CSR activities are well-focused and done in anorganized manner, and are all geared to be positionus as an assiduous corporate citizen.We still have a long way to go, but the vision is clear.
With the active support of all stakeholders and other
relative concerned this should mean a brighter
tomorrow.
With Warm Regards,
SandeepAgrawalChairman and Managing Director
Date: 14, 2018November
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SUBSIDIARIES OF KUSHAL LIMITED
Kushal Impex Pte Limited, Singapore
Shareholding: Wholly Owned Subsidiary
Nature of Business: - General Wholesale Trade
Kashish Worldwide F.Z.E Ajman, U.A.E
Shareholding: Wholly Owned Subsidiary
Nature of Business: - General Wholesale Trade
Stallion Worldwide (Labuan) Private Limited, Malaysia
Shareholding: Wholly Owned Subsidiary
Nature of Business: - General Wholesale Trade
Company is yet to commence its business operations.
Kushal Integrated Industrial Park, LLP
Shareholding: Wholly Owned Subsidiary LLP
Nature of Business: Infrastructural project for integrated industrial park
Currently LLP is engaged in development of industrial park in the state of Gujarat and in-principle approval from office of Industries and Mines Department of Industrial Commissioner has been received
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THE BOARD OF DIRECTORS
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FINANCIAL HIGHLIGHTS (ON CONSOLIDATED BASIS)
(₹ in Lakh)
PARTICULARS 2017-18 2016-17 2015-16 2014-15 2013-14
Revenue from Operations 233541.14 235958.42 158990.28 43300.76 30251.85 Other Income 251.91 97.37 87.17 65.76 31.88 Total Revenue 233793.05 236055.79 159077.45 43366.52 30283.73 Finance Cost 523.02 387.02 1043.64 1133.99 992.47 Depreciation & Amortisation 57.83 62.56 64.15 52.28 27.09 Earnings before Interest, Tax and Depreciation
12355.83 16107.40 11688.83 2108.29 1688.60
Profit Before Tax 11774.98 15657.83 10581.04 922.02 669.04 Tax (809.21) (1642.27) (791.92) (264.67) (220.27) Profit After Tax 10965.77 14015.55 9789.12 657.35 448.77 Equity Share Capital 4745.33 4745.33 2372.67 2372.67 2372.67 Other Equity 28902.10 20466.32 11082.66 3655.03 2984.30 Total Equity 33647.43 25211.65 13455.33 6027.70 5356.97 Current Assets 85242.64 90214.97 120192.31 23074.02 14763.65 Current Liabilities 54773.31 67177.54 108759.22 19245.97 10612.32 Working Capital/ Net Current Assets 30469.33 23037.43 11433.09 3828.05 4151.33
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DIRECTOR’S REPORT To, The Members, The Board of Directors are pleased to present the Company’s 18th Annual Report along with the Audited Financial Statements, both standalone and consolidated, for the Financial Year ended March 31, 2018.
I. FINANCIAL RESULTS
The Company’s financial performance for the year ended March 31, 2018 is summarized below: (₹In Lakh)
STANDALONE CONSOLIDATED 2017-18 2016-17 2017-18 2016-17
Revenue from Operations 100660.50 38421.84 233541.14 235958.42 Other Income (net) 2436.03 6973.91 251.91 97.37 Total Revenue (A) 103096.53 45395.75 233793.05 236055.79 Total Expenses (B) 99589.18 37437.96 222018.07 220397.97 Profit Before Tax (PBT) (A-B) 3507.35 7957.79 11774.98 15657.82 Tax (735.89) (1579.56) (809.21) (1642.27) Profit After Tax (PAT) 2771.46 6378.23 10965.77 14015.55 Earnings per Share (face value of ₹ 2/- each) a). Basic b). Diluted
1.17 1.17
2.69 2.69
4.62 4.62
5.91 5.91
II. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
• Declared and paid 4th Interim Dividend of ₹
0.02 per Equity share i.e. 1% of face value of ₹ 2.00 per Equity shares for the financial year 2017-18 in April, 2018.
• Your Company is in process of revival and
rehabilitation of Rainbow Papers Limited (in CIRP) and subsequently amalgamation of Rainbow Papers Limited into Kushal Limited as a part of Resolution Plan, which is approved by Committee of Creditors in their Meeting held in June 2018. Details of the same is available on the public domain: https://www.bseindia.com/xml-data/corpfiling/CorpAttachment//2018/6/43b6faeb-4e06-4bd7-ab3d-9dce74d21122.pdf
• Education Divisions in the names and style of “Hugs n Cuddles” and “Joy Jumperz” have been started by your company with the main object to promote education in April, 2018.
III. CHANGE IN THE NATURE OF BUSINESS The company have changed its main object caluse by passing of special resolution through Postal Ballot, the results of which were declared on January 2, 2018. The Amended Memorandum of Association and Articles of Association are available at the company’s website at: http://www.kushallimited.com IV. PERFORMANCE OF THE COMPANY Your Company has always aspired to enhance its participation in the socio- economic development of the nation and will continue to dream bigger with continuously working towards building a nation of our dreams. During this year your company has achieved a total Revenue on Standalone Basis of ₹103096.53 Lakh
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as against ₹45395.75 Lakh in the previous year. Your company posted a Profit Before Tax of ₹ 3507.35 Lakh as against Profit of ₹ 7957.79 Lakh in the previous year. While Total Comprehensive Income for the Financial Year 2017-18 was ₹ 2771.46 Lakh as against Profit After Tax (PAT) of ₹ 6378.23 Lakh in the previous year. During this year your Company has achieved a Total Revenue on Consolidated Basis of ₹233793.05 Lakh as against ₹236055.79 Lakh in the previous year. Your Company posted a Profit Before Tax of ₹ 11774.98 Lakh as against profit of ₹ 15657.83 Lakh in the previous year. While Total Comprehensive Income for the Financial Year 2017-18 was ₹ 10965.77 Lakh as against Profit After Tax (PAT) of ₹ 14015.55 Lakh in the previous year. The reason for reduction in top line on consolidated basis is due to shift of some business from trading model to agency commission model. Reduction in profits on consolidated basis is mainly due to volatility in prices of products and contribution of business by geographical base i.e. Indian arm contributing more than UAE and Singapore as compared to previous year which relatively resulted lesser profits. V. MANAGEMENT DISCUSSION AND
ANALYSIS The Management Discussion and Analysis Report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. VI. DIVIDEND
Your Company has declared and paid an overall interim dividend of ₹ 0.82 per Equity Share out of profits of the Company i.e. 41 % dividend on the face value of ₹ 2.00 each, in the Financial year 2017-18. Details Interim Dividends declared by board in the Financial Year 2017-18 are as under:
1st Interim Dividend of ₹ 0.20 per Equity Share i.e. 10% of face value of ₹ 2.00 per Equity Share was declared on November 13, 2017. 2nd Interim Dividend of ₹ 0.50 per Equity Share i.e. 25% of face value of ₹ 2.00 per Equity Share was declared on December 14, 2017. 3rd Interim Dividend of ₹ 0.10 per Equity Share i.e. 5% of face value of ₹ 2.00 per Equity Share was declared on February 14, 2018. 4th Interim Dividend of ₹ 0.02 per Equity Share i.e. 1% of face value of ₹ 2.00 per Equity Share was declared on April 11, 2018. VII. PARTICULARS OF LOANS,
GUARANTEES AND INVESTMENTS As on March 31, 2018, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. VIII. DEPOSITS FROM PUBLIC Company has not accepted any deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’), and the Companies (Acceptance of Deposits) Rules, 2014. IX. EQUITY SHARE CAPITAL The Company has only one class of share viz. Equity Share with a face value of ₹ 2 each. During the year under review, there is no change in the issued and subscribed and paid up capital of your Company. The outstanding capital as on March 31, 2018 is ₹ 474533220.00 comprising 237266610 Equity Shares of ₹. 2/- each. Share Capital Audit as per the directives of the Securities and Exchange Board of India (SEBI) is being conducted on a quarterly basis by statutory auditors of the Company and the Share Audit Reports being forwarded to the stock exchanges where the Equity Shares of Company are listed and same placed on the table of the Board for their record.
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X. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment/Regularisation: • As per provision of Companies Act, 2013 Mr.
Manoj Agrawal who retired by rotation and being eligible offered himself, was appointed as Director of the Company in 17th Annual General Meeting held on September 30, 2017.
• Mr. Kushal Agrawal Regularised as Director after receiving approval from the Shareholder of the Company at the 17th Annual General Meeting held on September 30, 2017.
• CS Khushboo Surana appointed as Company
Secretary and Compliance Officer on November 13, 2017 due to vacancy caused by resignation of CS Mittali Christachary. CS Mittali was associated with company from January 2015 and continued till February 28, 2018.
XI. DECLARATION BY INDEPENDENT
DIRECTORS All the Independent Directors have submitted their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. XII. COMMITTEES OF THE BOARD The Board have reconstituted various Committees, such reconstitution occurred due to resignation made by CS Sagar Sharma (Independent Director of the Company) effective from March 31, 2017. The following Committees was reconstituted by the Board in their meeting held April 13, 2017. • Audit Committee • Stakeholder Relationship Committee • Nomination and Remuneration Committee • Corporate Social Responsibility Committee A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.
Note: - Merger Committee which was constituted by the Board for the execution of the Amalgamation of
its four group companies into Kushal Limited have been dissolved by the Board in their meeting held April 13, 2017.
XIII. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
The number of meetings of the board and committees held during the year under review are as under: • Thirteen Meetings of the Board of Directors were
held during the year. • Seven meetings of the Audit committee were held
during the year. • Three meetings of the Nomination and
Remuneration committee were held during the year.
• Four meetings of the Stakeholder Relationship Committee were held during the year.
• Four meetings of the Corporate Social Responsibility committee were held during the year.
For details of the meetings of the board and committees, please refer to the Corporate Governance Report which forms part of this Annual Report. The intervening gap of the board meetings and audit committee meetings were within the period as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulation 2015. XIV. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013, and SEBI Listing Regulations, read with the guidance note on Board Evaluation, the Board has carried out the annual performance evaluation of the Board as a whole, the directors individually as well as the working of the Board and its Committees. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of individual director to the board and committee meetings like preparedness on matters to be discussed, constructive contribution and inputs in meetings etc. Further, in a separate meeting of independent directors, performance of non-independent
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directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations. XV. SUBSIDIARY AND ASSOCIATE
COMPANIES A separate section on the performance and financial position of each of the subsidiaries and associated companies in Form AOC-1 forms part of Board’s Report and same is appended as Annexure A. As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors may be accessed on the Company’s website: www.kushallimited.com In accordance with the provisions of the Companies Act, 2013 and Ind AS–110–Consolidated Financial statement, the audited consolidated financial statement is provided in the Annual Report. XVI. CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES During the year under review, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit Committee is obtained on timely basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for review on a quarterly basis. There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict of interest with the Company. As provided under section 134[3][h] of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in FORM AOC 2 is annexed to this report as Annexure B.
Further, transactions with related parties, as per the requirements of IND AS 24, are disclosed in the notes to financial statements. The Board of Directors has adopted a policy on Related Party Transactions which has been uploaded on website of the Company: www.kushallimited.com XVII. PARTICULAR OF EMPLOYEES The information pertaining to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed and forms part of Annual Report as Annexure C There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. XVIII. CORPORATE SOCIAL RESPONSIBILITY Your Company recognizes the vital role played by society at large in its growth and development and strives to discharge its social responsibility as a corporate citizen. The key philosophy of all our Corporate Social Responsibility (CSR) initiatives is guided by our belief “Every Smile Counts ....” Our CSR projects focus on participatory and collaborative approach with the community. Over a period of last two years, your Company has emphasized CSR projects in the areas of Education, Healthcare, Women empowerment and Water and Sanitation. As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial year on Corporate Social Responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. The details of CSR activities carried out by your Company during the year under review are set out in Annexure D forming part of this report.
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The Corporate Social Responsibility Policy as approved by the Board may be accessed on the Company’s website: www.kushallimited.com XIX. AUDITORS
a). Statutory Auditors
M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad (FRN: 123045W) the Company's Auditors were re-appointed to hold office till the conclusion of 21st Annual General Meeting at the 17th Annual General Meeting of the Company. However, M/s. Devadiya & Associates, Chartered Accountant, have expressed their unwillingness to continue as the Statutory Auditors of the Company as indicated in their letter dated November 10, 2017. Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on November 13, 2017 appointed M/s. Shailesh & Co, Chartered Accountants, Ahmedabad (FRN:114226W) as the Statutory Auditors of the Company to fill the causal vacancy. Their appointment was subsequently approved by the shareholder by passing of ordinary resolution through postal ballot pursuant to Section 139(8) of Companies Act 2013, result of which was declared on January 02, 2018. Further company has received resignation letter from M/s. Shailesh and Co., Chartered Accountant, Ahmedabad (FRN: 114226W) stating their inability to continue as the Statuary Auditors of the Company due to their pre-occupancy with effect from November 05, 2018. Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on November 12, 2018 has appointed M/s. S. V. Sojitra & Co, Chartered Accountants, Ahmedabad (FRN No 139013W) as the statutory Auditors of the Company to fill the causal vacancy. The Company has received the consent from the M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FRN:139013W) and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder.
M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FRN:139013W) hold office as the Statutory Auditors of the company till the conclusion of the ensuing 18th Annual General meeting. Your Directors recommend the re-appointment of M/s. S. V. Sojitra & Co. Chartered Accountants, Ahmedabad (FRN:139013W) as Statutory Auditors of the Company for a term of five consecutive years. b). Auditor’s Report The report of the Statutory Auditor is enclosed to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors have reported that there is no fraud by the company noticed or reported during the year. c). Secretarial Auditor: Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/S. M.S Buchasia & Associates, Practising Company Secretaries, Ahmedabad (COP: 4156) to conduct the Secretarial Audit of the Company for the financial year ended March 31st, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure E to this Report. The Secretarial Auditor’s Report to the shareholders does not contain any qualification. XX. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribe format is appended as Annexure F to the Board’s Report. XXI. CORPORATE GOVERNANCE REPORT A separate section on Corporate Governance as per practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance, forms a part of this Annual Report, as per SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. The Corporate Governance Report as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report
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XXII. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
Matching the needs of company and enhancing the competencies of the board are the basis for the Nomination and Remuneration Committee to select a candidate for the appointment to the board. Company have the policy to have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the board of directors shall comprise of non-executive directors as per SEBI (LODR) Regulation 2015. The policy of the company on directors’ appointment, including criteria for determining qualification, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act 2013, is governed by the Nomination and Remuneration committee and same is available on the company’s website: http://www.kushallimited.com We affirm that the remuneration paid to the Executive Directors of the company are as per the Nomination and remuneration policy. XXIII. BOARD DIVERSITY The board has adopted a Policy which sets out the approach to diversity of the board of directors. The Policy on Board diversity is available on the company’s website: www.kushallimited.com XXIV. WHISTLE BLOWER/VIGIL MECHANISM
Your Company has an effective Vigil Mechanism System which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company’s standard for appropriate behaviour and living corporate values. The Whistle Blower Policy is available on the website of the Company, i.e. www.kushallimited.com. The Company’s Whistle Blower Policy is the mechanism for directors and employees of the company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. The mechanism
provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. XXV. PREVENTION OF SEXUAL
HARASSMENT AT WORK PLACE The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaint relating to sexual harassment has been received. XXVI. DIRECTORS’ RESPONSIBILITY
STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm: (a) that in the preparation of the annual accounts,
the applicable accounting standards have been followed and no material departures have been made from the same;
(b) that appropriate accounting policies have been
selected and applied consistently and have 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 as at March 31, 2018 and of the profit and loss of the Company for the year ended March 31, 2018;
(c) that proper and sufficient care has been taken
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
(d) that the annual accounts has been prepared on
a going concern basis;
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(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) that proper systems have been devised to
ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
XXVII. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY
Your Company has an effective Internal Control System to prevent fraud and misuse of Company’s resources and protect shareholders’ interest. These systems ensure that transactions are authorized, recorded and reported diligently, to safeguard the assets of the Company.
Your Company has also established and maintained the Internal Financial Control to ensure the orderly and efficiently conduct of its business inter alia adherence to 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 information, as required under the Companies Act, 2013. XXVIII. SIGNIFICANT AND MATERIAL
ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future. XXIX. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are as under:
A). Conservation of Energy: The operations of your company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power. B). Technology Absorption: In the Financial Year 2017-18, no specific technology involved in the business model of the company. C). Import of Technology: The Company has not imported any technology during the year. D). Foreign Exchange Earning & Out Go:
Particular 2017-18 2016-17
Total Foreign Exchange Outgo:
Value of Imports on CIF Basis-Traded Goods
NIL 7163211 USD
Total Foreign Exchange Earned:
1). Value of Exports on CIF Basis- Traded Goods
669279.75 USD
7201665 USD
2). SBLC Commission NIL 195543 USD
3). Dividend from WOS 12500000 AED
38000000 AED
XXX. RISK MANAGEMENT POLICY The details of Risk Management policy adopted by the Board of Directors is available on the website of the company: www.kushallimited.com XXXI. MAINTENANCE OF COST RECORDS Maintenance of cost records are not applicable to company as currently we are in merchandise trade.
23 |
XXXII. ACKNOWLEDGEMENT Your Directors take this opportunity to express their gratitude to the various stakeholders – customers, shareholders, banks, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the exceptional contribution and commitment from all the employees of the Company during the year under review.
For and on Behalf of the Board Sandeep Agrawal (Chairman and Managing Director) (DIN: 00239648) Place: Ahmedabad Date: November 14, 2018
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ANNEXURE-A TO THE DIRECTOR’S REPORT FORM AOC 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures
PART “A”: SUBSIDIARIES
(Information in respect of each subsidiary to be presented with amounts in ₹ In Lakh)
1. Sr. No. 1
2. Name of the subsidiary: Kushal Impex Pte Ltd. 3. The date since when subsidiary was formed 16.01.2014 4. Reporting period for the subsidiary concerned,
if different from the holding company’s reporting period
The reporting period is same as of holding company. i.e. 01.04.2017 to 31.03.2018
5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
Reporting Currency: US Dollars Exchange Rate: ₹ 65.14/ USD
6. Equity Share capital ₹ 61.99 7. Other Equity ₹1239.50 8. Total assets ₹ 10161.77 9. Total Liabilities ₹ 8860.28 10. Investments NIL 11. Revenue from Operations ₹ 67869.35 12. Profit before taxation ₹ 538.44 13. Provision for taxation ₹ 73.72 14. Profit after taxation ₹ 464.72 15. Other Comprehensive Income NIL 16. Total Comprehensive Income ₹ 464.72 17. Proposed Dividend NIL 18. % of shareholding 100%
25 |
(Information in respect of each subsidiary to be presented with amounts in ₹ In Lakh)
1. Sr. No. 2
2. Name of the subsidiary: Kashish Worldwide F.Z.E
3. The date since when subsidiary was formed 10.01.2016
4. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period
The reporting period is same as of holding company. i.e. 01.04.2017 to 31.03.2018
5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
Reporting Currency: AED Exchange Rate: ₹ 17.74 / AED
6. Equity Share capital ₹32.58
7. Other Equity ₹ 22412.03
8. Total assets ₹ 31191.31
9. Total Liabilities ₹8701.88
10. Investments NIL
11. Revenue from Operations ₹ 64796.64
12. Profit before taxation ₹ 9903.71
13. Provision for taxation NIL
14. Profit after taxation ₹ 9903.71
15. Other Comprehensive Income NIL
16. Total Comprehensive Income ₹ 9903.71
17. Proposed Dividend NIL
18. % of shareholding 100%
Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations:
i. Stallion Worldwide (Labuan) Private Limited and ii. Kushal Integrated Industrial Park LLP – Wholly Owned Subsidiary LLP
2. Names of subsidiaries which have been liquidated or sold during the year: NONE
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PART “B”: ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of Associates/Joint Ventures
NOT APPLICABLE
Associate/Joint Venture 1. Latest audited Balance Sheet Date 2. Shares of Associate/Joint Ventures held by the company on the
year end i. No: ii. Amount of Investment in Associates/Joint Venture iii. Extend of Holding %
3. Description of how there is significant influence 4. Reason why the associate/joint venture is not consolidated 5. Networth attributable to Shareholding as per latest audited Balance
Sheet 6. Profit / Loss for the year
i. Considered in Consolidation ii. Not Considered in Consolidation
1. Names of associates or joint ventures which are yet to commence operations: NONE 2. Names of associates or joint ventures which have been liquidated or sold during the year: NONE
For Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
27 |
ANNEXURE-B TO THE DIRECTOR’S REPORT AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Kushal Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
Sr.no Particulars Details (a). Name(s) of the related party and nature of
relationship Ashapura Paper Mills Private Limited
(b). Nature of contracts/arrangements/transactions Purchase and Sale of Goods (c). Duration of the contracts / arrangements/
transactions April 1, 2016 - ongoing
(d). Salient terms of the contracts or arrangements or transactions including the value, if any
On Arm's length basis i). Purchase of goods- To the tune of ₹ 75 crore (in aggregate) in each Financial Year on such terms and conditions as may be mutually agreed upon between the Company, its Subsidiaries/Joint Ventures/ Associates.
ii). Sale of Goods - To the tune of ₹ 75 crore (in aggregate) in each Financial Year on such terms and conditions as may be mutually agreed upon between the Company, its Subsidiaries/Joint Ventures/ Associates.
(e). Date(s) of approval by the Board (if any) 23th May, 2016 (f). Amount paid as advances, if any: - (g). Date on which the special resolution was passed in
general meeting (if any) 15th July, 2016
For and on Behalf of the Board
Sandeep Agrawal (Chairman and Managing Director) DIN: 00239648)
Place: AhmedabadDate: November 14, 2018
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ANNEXURE-C TO THE DIRECTOR’S REPORT PARTICULARS OF EMPLOYEES
1. DISCLOSURE OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
i). The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2017-18:
Sr. no.
Name of Director/KMP and Designation
Remuneration Of Director/KMP for Financial Year 2017-18 (₹ in Lakh)
% increase in Remuneration in the Financial Year 2017-18
Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Sandeep AgrawalChairman and Managing Director(DIN: 00239648)
18.47 28.44% 7.27 times
2. Mr. Manoj AgrawalExecutive Director(DIN: 00225494)
10.43 NIL 4.11 times
3. Mr. Kushal Agrawal(Executive Director)(DIN: 03043294)
6.00 NIL 2.36 times
4. Ms. Kavita Tejaskumar ShahIndependent Director(DIN: 05295442)
0.66 N.A. 0.26 times
5. Mr. Dharmendra BhuchhadaIndependent Director(DIN: 06468613)
0.66 N.A. 0.26 times
6. Mr. Anil SoniIndependent Director(DIN: 07579989)
0.72 N.A. 0.28 times
7. CA Vimal ShahChief Financial Officer
7.44 40.11% N.A.
8. CS Mittali ChristacharyCompany Secretary
4.47* 44.73% N.A.
9. CS Khushboo SuranaCompany Secretary
3.46** N.A. N.A.
*CS Mittali Christachary resigned as Company Secretary and Compliance Officer from November 11, 2017but she was associated with the company till February 28, 2018.
29 |
**CS Khushboo Surana appointed as Company Secretary and Compliance Officer on November 13, 2017 ii). The percentage increase in the median remuneration of employees in the Financial Year: There is no change in median remuneration of employees in the Financial Year 2017-18. . iii). The number of permanent employees on the rolls of Company: As on 31st March 2018, there were 44 permanent employees on the rolls of the company.
vi). Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increment in FY 2017-18 for Managerial Personnel: increment in salary of Managerial Personnel is 31.17% (average) Average Increment in FY 2017-18 for Non-Managerial Personnel: 18.24% increment in salary of employees (average).
v). Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the as per the remuneration Policy for Directors, Key Managerial Personnel and other Employees. 2. DISCLOSURE UNDER RULE (5)(2)(III) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 -Not Applicable
For and on behalf of the Board Sandeep Agrawal (Chairman and Managing Director) (DIN: 00239648)
Place: Ahmedabad Date: November 14, 2018
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ANNEXURE-D TO THE DIRECTOR’S REPORT ANNUAL REPORT ON CORPORATE
SOCIAL RESPONSIBILITY ACTIVITIES
1. Brief of CSR Policy of the Company The Company has been one of the foremost proponents of inclusive growth and has been undertaking projects for overall development and welfare of the society through its CSR initiatives in areas pertaining to promoting preventive healthcare, education, rural development, environmental sustainability and conservation of natural resources, etc. At Kushal, we believe in responsible and sustainable progress by taking an active role in addressing issues that impact not just our Company, but also the communities within which we operate.Kushal takes great pride in steps we have taken to improve millions of lives and impact even more with our focused efforts. Corporate Social Responsibility (CSR) is the Company’s commitment to operate in an economically, socially and environmentally sustainable manner, while recognizing the interests of its stakeholders. At Kushal, we are passionate about creating a better future. The Company believes in Corporate Social Value creation and building a mutually beneficial relationship with the communities the Company operates in. The CSR Policy and projects are built on this very foundation and the Company’s approach continues to be to engage with the right partners engaged in advancing its core beliefs. All our CSR projects are selected and implemented in accordance with our CSR Policy. Our Vision is to advance the quality of life through our social
commitments to help build healthy, sustainable, efficient and educated communities. The Company has framed a CSR Policy as required under Section 135 of the Companies Act 2013. The detail of the CSR Policy has been posted on the website of the Company and the web-link for the same is www.kushallimited.com
Your company has also initiated its step for CSR activities by forming Pushp-Tulsi Foundation (Trust). A tribute to founder and former president Late Mr Tulsiram Agrawal and his spouse Mrs Pushpadevi Tulsiram Agrawal. The foundation's intention is to serve and strengthen the community within which the company operates with main focus on philanthropic activities to remove the obstacles that are holding back people and the society, and a fair opportunity by unlocking their true potential.
2. Composition of the CSR Committee
The Corporate Social Responsibility Committee was constituted with the following members:
Name of the Director Category Mr. Dharmendra
Bhuchhada Chairman
Mr. Sandeep Agrawal Member Mr. Kushal Agrawal Member
3. Average net profit of the company for last
three financial years: ₹ 921.47 Lakh 4. Prescribed CSR Expenditure (two per cent.
of the amount as in item 3 above): ₹ 18.43 Lakh
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5. Details of CSR spent during the financial year
(a) Total amount spent for the financial year: ₹ 18.45 Lakh (b) Amount unspent , if any- Nil (c) Manner in which the amount spent during the financial year is detailed below
(₹ in Lakh)
Sr.no
CSR project
or activity
Identified.
Sector in
which the
Project is
covered
Projects or programs (1) Local area or
other (2) Specify the State and district where projects or
programs was undertaken
Amount outlay
(budget) project or programs
wise
Amount spent on the projects or programs
Sub-heads: (1) Direct
expenditure on projects or programs
(2) Overheads
Cumulative expenditure Upto to the reporting
period
Amount spent: Direct or through
implementing agency *
1
Shree Jagannath Cultural Academy
and Research Centre
Promotion of Art and
Culture under Schedule VII (1) (v) of the Companies Act, 2013
Ahmedabad, Gujarat 2.20 2.20 2.20 Direct
2
AndhKanya Prakash Gruh
Empowering Women, Women
Sanitation
Ahmedabad, Gujarat 0.25 0.25 0.25 Direct
3 Contribution to Pushpa Tulsi Foundation
Various sectors
covered by Schedule VII
of the Companies Act, 2013.
Ahmedabad, Gujarat 15.98 16.00 16.00 Through Foundation
18.43 18.45 18.45
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6) In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. - NA
7) A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. FOR KUSHAL LIMITED Mr. Dharmendra Bhuchhada Mr. Sandeep Agrawal (Chairman, CSR Committee) (Member and Managing Director) Place: Ahmedabad Date: August 14, 2018
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ANNEXURE-E TO THE DIRECTOR’S REPORT FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To, The Members, KUSHAL LIMITED CIN: L74110GJ2000PLC037472 (Formerly known as Kushal Tradelink Limited), Kushal House, Plot No. 115, Off C.G Road, Navrangpura, Ahmedabad, Gujarat I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kushal Limited (Formerly Known as Kushal Tradelink Limited), (herein after called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent
of Foreign Direct Investment and Overseas Direct Investment;
v. The following Regulations and Guidelines (prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
| 34
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - Not Applicable on company during the Audit Period
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable to company during the Audit Period
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not Applicable to company during the Audit Period
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; -Not Applicable to company during the Audit Period
vi. The management has identified and confirmed the following laws as specifically applicable to the Company
a) The Employee’s Provident Fund & Miscellaneous Provisions Act, 1952
b) The Employees’ State Insurance Act, 1948
c) The Maternity Benefit Act, 1961
d) The Payment of Gratuity Act, 1972
e) The Workmen’s Compensation Act, 1923
f) Payment of Bonus Act,1965
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India;
b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing
Agreements entered into by the Company with BSE Limited. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. During the year under review, there were no
35 |
changes in the composition of the Board of Directors of Company. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as
part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period:
1. The Board has approved Scheme of Amalgamation of Kushal Infrastructure private limited, Ashapura
Papers Mills Private Limited, Kushal Wealth Creators Private Limited and Riddhi Siddhi Recyclers
Private Limited into Kushal Limited (Formerly known as Kushal Tradelink Limited) on May 01, 2017, and
awaiting for approval of concerned Regulatory and Authorities.
2. Committee of Creditors (“COC”) of Rainbow Papers Limited (in Corporate Insolvency Resolution
Process) has approved the resolution plan submitted by the company though e-voting process. The
company is in the process of completing the necessary legal and regulatory compliances with NCLT for
approval of Resolution Plan which envisage amalgamation of Rainbow Papers Limited into Kushal
Limited (Formerly known as Kushal Tradelink Limited) under Insolvency and Bankruptcy Code, 2016.
3. Company has passed Special Resolution for change of its name from "Kushal Tradelink Limited" to
"Kushal Limited" and consequent amendment to Memorandum of Association and Articles of Association
and other documents of the Company by postal ballot. Result of same has been declared on September
23, 2017.
4. Passed Special Resolution for Revision in Borrowing Limits of the Company upto Rs.1500 Crores by
postal ballot. Result of same has been declared on September 23, 2017
5. Passed Special Resolution for Creation of charges on the movable and immovable properties of the
company, in respect of borrowings by postal ballot. Result of same has been declared on September 23,
2017
| 36
6. Passed Special Resolution for amendments in the Main Object Clause of the Memorandum of
Association of the company by postal ballot on December 30, 2017. Result of same has been declared
on January 02, 2018.
7. Passed Ordinary Resolution for Appointment of Statutory Auditor to fill Casual Vacancy by postal ballot
on December 30, 2017. Result of same has been declared on January 02, 2018. For M. S. Buchasia & Associates Practicing Company Secretaries Manish Buchasia Proprietor COP:4156, FCS:5843 Date: August 14th, 2018 Place: Ahmedabad Note: This Report is to be read with our Letter of even date which is annexed as under and forms an integral part of this report.
37 |
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
To, The Members, KUSHAL LIMITED CIN: L74110GJ2000PLC037472 (Formerly known as Kushal Tradelink Limited), Kushal House, Plot No. 115, Off C.G Road, Navrangpura, Ahmedabad, Gujarat Secretarial Audit Report of even date, for the Financial Year 2017-18 is to be read along with this Letter. 1. Maintenance of Secretarial Record is the responsibility of the management of the company. My
responsibility is to express an opinion on Secretarial Records based on my Audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the
company.
4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is
the responsibility of the management. My examination was limited to the verification of the procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the company.
For M. S. Buchasia & Associates Practicing Company Secretaries Manish Buchasia Proprietor COP:4156, FCS:5843 Date: August 14th, 2018 Place: Ahmedabad
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ANNEXURE-F TO THE DIRECTOR’S REPORT FORM MGT- 9
EXTRACT OF ANNUAL RETURN As on the Financial Year ended 31st March, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
Details Particular CIN: L74110GJ2000PLC037472 Registration Date 03/03/2000 Name of the Company KUSHAL LIMITED Category / Sub-Category of the Company
Company Limited by shares/Indian Non- Government Company.
Address of the Registered Office and contact details
“Kushal House” Plot No. 115, Off C.G. Road, Navrangpura Ahmedabad Gujarat- 380009, Tel: 079-26408027; Email: [email protected], Website:www.kushallimited.com
Whether listed company Yes Name, address and contact details of Registrar and Transfer Agent, if any
Bigshare Services Private Limited, A-802, Samudra Complex, Off C G Road, Navrangpura ,Near Girish Cold Drinks Ahmedabad -380009 Tel No.: +91 – 079-40392570 Contact Person: Mr. Prem Kumar Email: [email protected] Website: www.bigshareonline.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:
S. No. Name and Description of Main Products / Service
NIC Code of the Product/ Service
% to Total Turnover of the Company
1 Merchandise trade 46696 100% *As per National Industrial Classification 2008 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S. No Name and Address of the Company
Registration No
Holding/ Subsidiary / Associate
% of Holding Section
1 Kushal Impex Pte Ltd (Singapore) 201401663K Subsidiary 100 2(87)
2. Kashish Worldwide F.Z.E (Ajman, UAE) 16816 Subsidiary 100 2(87)
3. Stallion Worldwide (Labuan) Private Limited LL13595 Subsidiary 100 2(87)
4. Kushal Integrated Park, LLP AAJ-6346 Subsidiary 100 2(87)
39 |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity) i) Category-wise Share Holding
Category Code
Category of Shareholder
No. of Shares held at the beginning of the year (01/04/2017)
No. of Shares held at the end of the year (31/03/2018)
Demat Physical Total % of Total
Shares Demat Physical Total
% of Total
Shares
%
Change during
the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
A. Promoter and Promoter Group (1) Indian
a) Individual/ HUF
154986610 - 154986610 65.32 156475610 - 156475610 65.95 0.63
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corporate
- - - - - - - - -
e) Banks / FI - - - - - - - - - f) Any Other - - - - - - - - - Sub-Total (A)
(1):- 154986610 - 154986610 65.32 156475610 - 156475610 65.95 0.63
(2) Foreign
a) NRIs - Individuals
- - - - - - - - -
b) Other – Individuals
- - - - - - - - -
c) Bodies Corporate
- - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - - Sub-Total (A)
(2):- - - - - - - - - -
Total Shareholding Of Promoter and Promoter Group (A) =(A)(1)+(A)(2)
154986610 - 154986610 65.32 156475610 - 156475610 65.95 0.63
B. Public Shareholding
1. Institutions a) Mutual Funds - - - - - - - - -
b) Banks / FI 44 - 44 0.00 - - - - (0.00) c) Central Govt - - - - - - - - - d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds
- - - - - - - - -
f) Insurance Companies
- - - - - - - - -
g) FIIs 956732 - 956732 0.40 619303 - 619303 0.26 (0.14)
h) Foreign Venture Capital Funds
- - - - - - - - -
i) Others - - - - - - - - - i). Foreign Portfolio Investor
640772 640772 0.27 117515 - 117515 0.05 (0.22)
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SUB-TOTAL (B)(1):
1597548 - 1597548 0.67 736818 - 736818 0.31 (0.36)
2. NON-INSTITUTIONS
a) Bodies Corporates
5387138 - 5387138 2.27 5023880 - 5023880 2.12 (0.15)
b) Individuals (i) Individuals
holding nominal share capital Upto ₹ 2 Lakh
47731427 12 47731439 20.12 45142321 2 45142323 19.03 (1.09)
(ii) Individuals holding nominal share capital in excess of ₹ 2 Lakh
23024211 23024211 9.70 25848186 - 25848186 10.89 1.19
c) Others
(i) Trusts 2 - 2 0.00 2 - 2 0.00 0.00 (ii) Clearing Members
3024907 - 3024907 1.27 1771112 1771112 0.75 (0.52)
(iii) Non- Resident Indians (NRI)
14500 - 14500 0.01 266388 - 266388 0.11 0.10
(iv) Non- Resident Indians (Repatriation)
1114449 - 1114449 0.47 1408135 - 1408135 0.59 0.12
(v) Non- Resident Indians (Non- Repatriation)
385806 - 385806 0.16 594156 - 594156 0.25 0.09
d) Qualified Foreign Investor
- - - - - - - - -
Sub-total (B)(2):
80682440 12 80682452 34.00 80054180 2 80054182 33.74 (0.26)
Total Public Shareholding (B)=(B)(1)+ (B)(2)
82279988 12 82280000 34.68 80790998 2 80791000 34.05 (0.63)
C. Shares held by Custodians and against which Depository Receipts have been issued
- - - - - - - - -
a) Shares held By Custodians
- - - - - - - - -
(i) Promoter and Promoter Group
- - - - - - - - -
(ii) Public - - - - - - - - -
Sub Total (C)(1): (C)= (C)(1)
- - - - - - - - -
Grand Total (A+B+C)
237266598 12 237266610 100.00 237266608 2 237266610 100.00 -
41 |
ii) Shareholding of Promoters
S.No
Shareholder’s Name
Shareholding at the beginning of the year (01/04/2017)
Shareholding at the end of the year (31/03/2018)
Number of Shares
% of total
Shares of the
Company
% of Shares
Pledged /Encumbered
to Total Shares
Number of Shares
% of total
Shares of the
Company
% of Shares
Pledged /Encumbered
to Total Shares
% Change in Shareholding
During the Year
1 Namrata Sandeep Agrawal
43224650 18.22 - 44059650 18.57 - 0.35
2 Mahendra Tulsiram Agrawal
22701600 9.57 - 22701600 9.57 - -
3 Pusphadevi Tulsiram Agrawal
21600220 9.10 - 21700220 9.15 - 0.05
4 Manoj Tulsiram Agrawal
20541600 8.66 - 20541600 8.66 - -
5 Sandeep Tulsiram Agrawal
13523400 5.70 - 13682400 5.77 - 0.07
6 Sangita Manoj Agrawal 8553600 3.61 - 8553600 3.61 - -
7 Sudha Mahendra Agrawal
6841540 2.88 - 7236540 3.05 - 0.17
8 Manoj Tulsiram Agrawal (HUF)
2000000 0.84 - 2000000 0.84 - -
9 Sandeep Tulsiram Agrawal (HUF)
2000000 0.84 - 2000000 0.84 - -
10 Mahendra Tulsiram Agrawal (HUF)
2000000 0.84 - 2000000 0.84 - -
11 Kushal Manoj Agrawal 2000000 0.84 - 2000000 0.84 - -
12 Komal Sandeep Agrawal
2000000 0.84 - 2000000 0.84 - -
13 Karan Mahendra Agrawal
2000000 0.84 - 2000000 0.84 - -
14 Kajal Manoj Agrawal 2000000 0.84 - 2000000 0.84 - -
15 Kashish Sandeep Agrawal
2000000 0.84 - 2000000 0.84 - -
16 Khushi Mahendra Agrawal
2000000 0.84 - 2000000 0.84 - -
Total 154986610 65.32 - 156475610 65.95 - 0.64
| 42
iii) Change in Promoters’ Shareholding
Name of the Shareholder
Shareholding at the beginning of the year
(01/04/2017)
Transaction Details Cumulative Shareholding during
the Year
No. of Shares
% of total Shares of
the Company
Date No. of Shares
Reason (Purchase,
Sale, Transfer, Transmission,
Bonus etc.)
No. of Shares
% of total Shares of
the Company
Namrata Sandeep Agrawal
43224650 18.22
0.21 09/08/2017 500000 Purchase 43724650 18.43
0.04 22/11/2017 100000 Purchase 43824650 18.47
0.02 23/11/2017 56630 Purchase 43881280 18.49
0.02 27/11/2017 43370 Purchase 43924650 18.51
0.06 30/11/2017 135000 Purchase 44059650 18.57
Mahendra Tulsiram Agrawal
22701600 9.57 - - - 22701600 9.57
Pusphadevi Tulsiram Agrawal
21600220 9.10
0.05 04/12/2017 100000 Purchase 21700220 9.15
Manoj Tulsiram Agrawal
20541600 8.66 -
- - 20541600 8.66
Sandeep Tulsiram Agrawal
13523400 5.70
0.03 28/11/2017 64765 Purchase 13588165 5.73
0.04 29/11/2017 94235 Purchase 13682400 5.77
Sangita Manoj Agrawal
8553600 3.61 - - - 8553600 3.61
Sudha Mahendra Agrawal
68471540 2.88
0.06 01/12/2017 125000 Purchase 6966540 2.94
0.11 11/01/2018 270000 Purchase 7236540 3.05
43 |
Manoj Tulsiram Agrawal (HUF)
2000000 0.84 - - -
2000000 0.84
Sandeep Tulsiram Agrawal (HUF)
2000000 0.84 - - -
2000000 0.84
Mahendra Tulsiram Agrawal (HUF)
2000000 0.84 - - -
2000000 0.84
Kushal Manoj Agrawal
2000000 0.84 - - - 2000000 0.84
Komal Sandeep Agrawal
2000000
0.84 - - -
2000000 0.84
Karan Mahendra Agrawal
2000000
0.84 - - -
2000000 0.84
Kajal Manoj Agrawal
2000000 0.84 - - - 2000000 0.84
Kashish Sandeep Agrawal
2000000
0.84 - - -
2000000 0.84
Khushi Mahendra Agrawal
2000000
0.84 - - -
2000000 0.84
| 44
iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr no
Name of the Shareholder
Shareholding at the
beginning of the year
(01/04/2017)
Transaction details Cumulative shareholding
during the year
Date No. of shares
Reason (Purchase,
Sale, Transfer,
Transmission, Bonus etc.)
No. of shares
% of total shares of
the company
1 KIRITKUMAR RAGHURAM THAKKER
1305598 0.55 0.02 28-04-2017 51000 Purchase 1,356,598 0.57 0.03 26-05-2017 60000 Purchase 1,416,598 0.60 0.02 7/3/2017 47000 Purchase 1463598 0.62
-0.02 7/7/2017 -46875 Sale 1416723 0.60 0.01 7/21/2017 30000 Purchase 1446723 0.61 0.01 3/2/2018 16625 Purchase 1463348 0.62 0.00 3/31/2018 - - 1463348 0.62
2 ILESH
PURSOTHAMDAS SHAH
962,942 0.41 0.00 3/31/2018 - - 962,942 0.41
3
MI LIFESTYLE MARKETING
PRIVATE LIMITED
140,616 0.06 0.00 4/21/2017 -1000 Sale 139,616 0.06 0.13 6/9/2017 306000 Purchase 445,616 0.19 0.10 6/16/2017 235000 Purchase 680,616 0.29 0.02 7/28/2017 50000 Purchase 730,616 0.31 0.00 8/18/2017 5682 Purchase 736,298 0.31 0.00 9/1/2017 2000 Purchase 738,298 0.31 0.03 11/17/2017 77000 Purchase 815,298 0.34 0.00 3/30/2018 3 Purchase 815,301 0.34 0.00 3/31/2018 - - 815,301 0.34
4 SHAH ILESHBHAI
PUROSHATTAMDAS 813058 0.34
0.00 3/31/2018 - - 813058 0.34
5 GEETABEN KIRITKUMAR
THAKKER
585,910 0.25 0.04 10/31/2017 100000 Purchase 685910 0.29 0.00 1/5/2018 25 Purchase 685935 0.29 0.00 3/23/2018 13600 Purchase 699535 0.29 0.00 3/31/2018 - - 699535 0.29
6 PRANAVBHAI M
PATEL 640,000 0.27
0.00 3/31/2018 - - 640,000 0.27
7 MV SCIF MAURITIUS 525,910 0.22 0.01 4/7/2017 11914 Purchase 537824 0.23
45 |
0.00 4/14/2017 5957 Purchase 543781 0.23 0.00 4/21/2017 5954 Purchase 549735 0.23 0.02 4/28/2017 47632 Purchase 597367 0.25 0.04 6/9/2017 89258 Purchase 686625 0.29 0.00 6/16/2017 12096 Purchase 698721 0.29 0.02 6/23/2017 24985 Purchase 723706 0.31
-0.02 07-07-2017 -37044 Sale 686662 0.29 -0.01 11-08-2017 -12350 Sale 674312 0.28 0.00 20-09-2017 -10440 Sale 663872 0.28 0.00 22-09-2017 -8030 Sale 655842 0.28 0.00 29-09-2017 1299 Purchase 657141 0.28
-0.01 13-10-2017 -24856 Sale 632285 0.27 0.00 27-10-2017 4267 Purchase 636552 0.27 0.01 31-10-2017 19186 Purchase 655738 0.28 0.01 03-11-2017 17820 Purchase 673558 0.29 0.00 10-11-2017 23732 Purchase 697290 0.29 0.01 15-12-2017 5926 Purchase 703216 0.30
-0.01 22-12-2017 -8443 Sale 694773 0.29 0.00 12-01-2018 -5878 Sale 688895 0.29
-0.01 09-02-2018 -29369 Sale 659526 0.28 0.00 16-02-2018 3052 Purchase 662578 0.28
-0.01 16-03-2018 -11764 Sale 650814 0.27 -0.01 23-03-2018 -31517 Sale 619297 0.26 0.00 31-03-2018 - - 619297 0.26
8 MAMTARANI
MAHESHKUMAR AGRAWAL
62032 0.03 0.00 4/14/2017 4800 Purchase 66832 0.03 0.00 4/21/2017 11500 Purchase 78332 0.03
-0.03 4/28/2017 -78300 Sale 32 0.00 0.04 26-05-2017 100000 Purchase 100032 0.04
-0.03 02-06-2017 -80000 Sale 20032 0.01 0.17 16-06-2017 407500 Purchase 427532 0.18 0.07 23-06-2017 175175 Purchase 602707 0.25 0.00 30-06-2017 150 Purchase 602857 0.25 0.00 07-07-2017 1000 Purchase 603857 0.25 0.01 14-07-2017 4600 Purchase 608457 0.26 0.00 04-08-2017 100 Purchase 608557 0.26
-0.01 25-08-2017 -5000 Sale 603557 0.25 0.01 01-09-2017 2500 Purchase 606057 0.26 0.00 15-09-2017 20500 Purchase 626557 0.26 0.01 20-09-2017 18000 Purchase 644557 0.27 0.00 22-09-2017 3000 Purchase 647557 0.27 0.00 06-10-2017 3639 Purchase 651196 0.27 0.00 20-10-2017 -2389 Sale 648807 0.27 0.00 27-10-2017 -10000 Sale 638807 0.27
-0.01 31-10-2017 -33550 Sale 605257 0.26 0.00 03-11-2017 14268 Purchase 619525 0.26 0.00 10-11-2017 -4470 Sale 615055 0.26 0.03 17-11-2017 70864 Purchase 685919 0.29 0.03 23-11-2017 64260 Purchase 750179 0.32
| 46
0.00 24-11-2017 2000 Purchase 752179 0.32 0.01 01-12-2017 20100 Purchase 772279 0.33
-0.07 08-12-2017 -161369 Sale 610910 0.26 0.01 15-12-2017 41394 Purchase 652304 0.27 0.00 22-12-2017 -23000 Sale 629304 0.27
-0.02 19-01-2018 -45000 Sale 584304 0.25 0.00 02-02-2018 2418 Purchase 586722 0.25 0.00 09-02-2018 100 Purchase 586822 0.25 0.00 16-03-2018 12777 Purchase 599599 0.25 0.00 31-03-2018 - - 599599 0.25
9 MAHESHKUMAR
MANGERAM AGRAWAL
155512 0.07 0.00 14/04/2017 3800 Purchase 159312 0.07 0.00 21/04/2017 1000 Purchase 160312 0.07
-0.02 21/04/2017 -40000 Sale 120312 0.05 0.02 28/04/2017 45300 Purchase 165612 0.07
-0.02 05/05/2017 -50000 Sale 115612 0.05 0.07 12/05/2017 161630 Purchase 277242 0.12 0.05 26/05/2017 115000 Purchase 392242 0.17
-0.14 02/06/2017 -315000 Sale 77242 0.03 0.00 09/06/2017 1000 Purchase 78242 0.03 0.09 16/06/2017 206436 Purchase 284678 0.12 0.00 23/06/2017 175 Purchase 284853 0.12 0.02 30/06/2017 50150 Purchase 335003 0.14 0.00 07/07/2017 1000 Purchase 336003 0.14 0.00 14/07/2017 7550 Purchase 343553 0.14 0.01 21/07/2017 4000 Purchase 347553 0.15 0.00 28/07/2017 1050 Purchase 348603 0.15 0.00 04/08/2017 1650 Purchase 350253 0.15 0.01 11/08/2017 37100 Purchase 387353 0.16 0.01 18/08/2017 17000 Purchase 404353 0.17 0.01 25/08/2017 31600 Purchase 435953 0.18 0.03 01/09/2017 61700 Purchase 497653 0.21 0.02 08/09/2017 47371 Purchase 545024 0.23 0.01 15/09/2017 18500 Purchase 563524 0.24 0.03 20/09/2017 70529 Purchase 634053 0.27 0.00 22/09/2017 10000 Purchase 644053 0.27 0.00 29/09/2017 5255 Purchase 649308 0.27 0.01 06/10/2017 13750 Purchase 663058 0.28 0.00 13/10/2017 9000 Purchase 672058 0.28
-0.01 20/10/2017 -27500 Sale 644558 0.27 -0.04 27/10/2017 -96000 Sale 548558 0.23 -0.05 31/10/2017 -113000 Sale 435558 0.18 0.01 03/11/2017 14412 Purchase 449970 0.19
-0.01 03/11/2017 -32641 Sale 417329 0.18 0.02 10/11/2017 67115 Purchase 484444 0.20 0.05 17/11/2017 100382 Purchase 584826 0.25
-0.02 23/11/2017 -31674 Sale 553152 0.23 0.00 24/11/2017 1 Purchase 553153 0.23
-0.01 24/11/2017 -21243 Sale 531910 0.22
47 |
-0.04 01/12/2017 -107770 Sale 424140 0.18 -0.08 08/12/2017 -198690 Sale 225450 0.10 0.03 15/12/2017 71813 Purchase 297263 0.13 0.00 22/12/2017 42 Purchase 297305 0.13 0.00 26/12/2017 -10 Sale 297295 0.13 0.03 29/12/2017 71440 Purchase 368735 0.16
-0.04 05/01/2018 -91070 Sale 277665 0.12 0.03 12/01/2018 80125 Purchase 357790 0.15 0.03 19/01/2018 71630 Purchase 429420 0.18
-0.02 26/01/2018 -40435 Sale 388985 0.16 -0.06 02/02/2018 -146245 Sale 242740 0.10 0.05 09/02/2018 123465 Purchase 366205 0.15 0.03 16/02/2018 49836 Purchase 416041 0.18
-0.05 23/02/2018 16113 Purchase 432154 0.18 0.07 02/03/2018 -121113 Sale 311041 0.13 0.03 09/03/2018 164387 Purchase 475428 0.20 0.00 16/03/2018 68829 Purchase 544257 0.23 0.00 16/03/2018 -3000 Sale 541257 0.23 0.00 23/03/2018 948 Purchase 542205 0.23
31/03/2018 - - 542205 0.23
10 FAKIRSONS PAPCHEM PVT LTD
705590 0.30 -0.01 03-11-2017 -13000 Sale 692590 0.29 0.00 10-11-2017 -10000 Sale 682590 0.29 0.00 17-11-2017 -5000 Sale 677590 0.29
-0.01 24-11-2017 -5000 Sale 672590 0.28 0.00 01-12-2017 -9000 Sale 663590 0.28
-0.01 08-12-2017 -17000 Sale 646590 0.27 0.00 22-12-2017 -10000 Sale 636590 0.27
-0.01 29-12-2017 -25000 Sale 611590 0.26 -0.01 05-01-2018 -10000 Sale 601590 0.25 0.00 12-01-2018 -20000 Sale 581590 0.25
-0.01 19-01-2018 -10000 Sale 571590 0.24 0.00 26-01-2018 -10000 Sale 561590 0.24
-0.01 09-02-2018 -10000 Sale 551590 0.23 0.00 23-02-2018 -10000 Sale 541590 0.23
-0.01 02-03-2018 -10000 Sale 531590 0.22 0.00 31-03-2018 - - 531590 0.22
| 48
v) Shareholding of Directors and Key Managerial Personnel:
Sr.no
Name of Each of the Directors
and Key Managerial Personnel
(KMP):
Shareholding at the beginning of the year (01/04/2017)
Transaction details Cumulative shareholding during
the year
No. of shares
% of total shares of
the company
Date No. of shares
Reason (Purchase,
Sale, Transfer,
Transmission, Bonus etc.)
No. of shares
% of total
shares of the
company
A. Directors: 1 Sandeep
Agrawal (Chairman and Managing Director)
13523400 5.70
0.03 28/11/2017 64765 Purchase 13588165 5.73
0.04 29/11/2017 94235 Purchase 13682400 5.77
2. Manoj Agrawal
(Director) 20541600 8.66 - - - 20541600 8.66
3. Kushal Agrawal
(Director) 2000000 0.84 - - - 2000000 0.84
4. Kavita Shah
(Independent Director)
0.00 0.00 - - - 0.00 0.00
5. Dharmendra
Bhuchhada (Independent Director)
0.00 0.00 - - - 0.00 0.00
6. Anil Soni
(Independent Director)
0.00 0.00 - - - 0.00 0.00
B. Key Managerial Personnel 1. Vimal Shah
(Chief Financial Officer)
8830 0.00 08/06/17 8830 Sale 0.00 0.00 21/02/18 1500 Purchase 1500 0.00
2. Mittali
Christachary (Company Secretary)
3320 0.00 - - - 3320* 0.00
2. Khushboo
Surana (Company Secretary)
- - 13/11/17 11600** - 11600 0.01
*As on Date of Resignation. **As on Date of Appointment
49 |
vi) Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment. (₹ in Lakh)
Particular Secured Loans
excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i.e. April 1, 2017
- - - -
i) Principal Amount - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - - Change in Indebtedness during the financial year 2017-18
- - - -
Addition (+) 1300.43 - - 1300.43 Reduction (-) - - - - Net Change - - - - Indebtedness at the end of the financial year i.e. March 31st, 2018
1300.43 - - 1300.43
i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not dues - - - -
Total (i+ii+iii) 1300.43 - - 1300.43
| 50
vii) Remuneration of Directors and Key Managerial Personnel
a. Remuneration to Managing Director, Whole-Time Directors and / or Manager: (₹ In Lakh)
S. No.
Particulars of Remuneration Sandeep Agrawal (Chairman & Managing Director)
Manoj Agrawal
(Director)
Kushal Agrawal
(Director)
Total Amount
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
16.00 9.00 6.00 31.00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2.47 1.43 0.00 3.90
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - - -
2. Stock Option - - - - 3. Sweat Equity - - - - 4. Commission
- as % of profit - Others, specify…
- - -
5. Others, please specify - - - - Total (A) 18.47 10.43 6.00 34.90 Ceiling as per the Act (being 5% of the Net profit calculated as per Section 198 of the Companies Act,2013)
b. Remuneration to Other Directors:
(₹ in Lakh) S.
No. Particulars Kavita Shah Dharmendra
Bhuchhada Anil Soni Total
1 Independent Directors Fees for attending board /committee meetings
0.66
0.66
0.72
2.04
Commission - - - - Others, please specify - - - -
Total (1) 0.66 0.66 0.72 2.04 2. Other Non-Executive
Directors Fee for attending board / committee meetings
-
-
-
-
Commission - - - - Others, please specify - - - -
Total (2) - - - - Total (B)=(1+2) 0.66 0.66 0.72 2.04 Total Managerial
Remuneration (A+B) 36.94 Overall Ceiling as per the Act (being 11% of the Net profit calculated as per Section 198 of the Companies Act,2013)
51 |
c. Remuneration to Key Managerial Personnel Other Than Managing Director / Manager / WTD
(₹ In Lakh) S.
No. Particulars of Remuneration
Key Managerial Personnel
CS Mittali Christachary
(Company
Secretary) *
CS Khushboo Surana
(Company
Secretary) **
CA Vimal Shah
(Chief Financial officer)
Total
1. Gross salary (a) Salary as per Provisions contained in section 17(1) of the Income-tax Act, 1961
4.47 3.46 7.44 15.37
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
- - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
- - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - as % of Profit - Others, specify…
- - - -
5. Others, please specify - - - -
Total 4.47 3.46 7.44 15.37
*CS Mittali Christachary resigned as Company secretary and compliance officer from November 11, 2017 but she was associated with the company till February 28, 2018. **CS Khushboo Surana appointed as Company Secretary and Compliance officer on November 13, 2017.
| 52
viii) Penalties / Punishment/ Compounding of Offences:
Type Section of the
Companies Act
Brief Description
Details of Penalty /
Punishment/ Compounding fees imposed
Authority [RD / NCLT /
COURT]
Appeal made, if any (give Details)
A. CompanyPenalty
NIL Punishment Compounding B. DirectorsPenalty
NIL Punishment Compounding C. Other officers in DefaultPenalty
NIL Punishment Compounding
For and on behalf of the Board
Sandeep Agrawal (Chairman and Managing Director) (DIN: 00239648)
Date: November 14, 2018 Place: Ahmedabad
53 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE FINANCIAL YEAR ENDED 2017-18
(A) INDIAN ECONOMY
India's economy is projected to grow 7.6 per cent in fiscal year 2018-19, remaining the fastest growing economy in the world, as robust private consumption and benefits from past reforms help the country's GDP gain momentum but sustained recovery in private investment remains a crucial challenge, according to a UN report.
With the disruptive impact of demonetisation and GST having largely waned, the Indian economy is expected to grow 7.2 per cent in fiscal 2018-19 on the back of an uptick in investment activity, a new Deloitte report said. The new India Economic Outlook Report 2018 has highlighted that the Indian economy has once again regained the tag of the “fastest growing economy”.
India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report; and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by the year 2040, according to a report by Price Waterhouse Coopers
Industry Structure and Developments:
The global economy including both developed and emerging countries is showing signs of growth with improved market confidence, recovery in commodity prices and pickup in manufacturing and trade.
In global & domestic scenarios, the international trading industry shown an almost stagnant performance and is expected to grow in the coming years due to the various pragmatic
initiatives of the Indian Government and expected revival of the global economy.
Your company has changed its the main object clause to include education and interior designing activities along with others in its scope. With such amendments and changes, company is not limited to commodity market but has put step in service sector. This will help the company to maintain sustainability without getting adverse impact of rapidly change market conditions.
As a part of long term business strategy, company also involved in revival and rehabilitation of stressed unit for its acquisition, which will result in expand of business operations of the Company.
(B) OPPORTUNITIES AND THREATS
With the new government stabilizing and taking steps to revive the economy, we are hopeful that the economic environment will improve, customer sentiment will turn positive and the industry will see better growth in coming times, after implementation of Insolvency and Bankruptcy Code, 2016 the Company has taken interest for revival of Stressed Companies through Corporate Insolvency Resolution Process, which turn into expand the business opportunities and helps company to enter into diversified businesses to maximize profit and minimize loss.
There is always being threat of rejection of Resolution Plan either by Committee of Creditor or by Hon’ble NCLT.
| 54
(C) SEGMENT–WISE PERFORMANCE
As on 31st March, 2018, the company have three wholly owned subsidiaries operating from Singapore, Ajman and Malaysia. The segment wise performance of the company along with its subsidiaries are as follows:
(₹ In Lakh) Particulars India Ajman, U.A.E. Singapore
Segment revenue a) Segment revenue from sales to external
customers andb) Segment revenue from transactions with other
segments
100855.03 0.00
64813.71 0.00
68066.90 0.00
Segment result 1332.85 9903.70 538.44 Total amount of segment assets 49076.95 31191.29 10161.77 Total amount of segment liabilities 39309.72 8612.64 8860.20 Total cost incurred during the period to acquire segment assets that are expected to be used during more than one period (tangible and intangible fixed assets)
NIL NIL NIL
Total amount of expense included in the segment result for depreciation and amortisation in respect of segment assets for the period
56.40 1.43 NIL
Total amount of significant non-cash expenses, other than depreciation and amortisation in respect of segment assets that were included in segment expense and, therefore, deducted in measuring segment result.
NIL NIL NIL
Note: Stallion Worldwide (Labuan) Private Limited is yet to commence its business.
55 |
(D) OUTLOOK:
The Indian economy is slated to grow at a healthy 7.3% in the fiscal year 2018-19. As per report by World Bank, the slow but steady improvement in size of the Indian Economy is likely to continue in 2018-19. Your company will continue to move on its path of sustained growth through differentiated product offerings and providing great service to its customers.
(E) RISK AND CONCERNS:
The primary threat continues to be leading competitors that are using price pressures as a tool to win the market share. Availability of spurious products and commodities at cheap prices is also an added threat. Fluctuating foreign currency rates will have impact on imports. However, the superior product quality together with sustained performance and strong brand image is helping your company in securing customer orders. Innovation based approach ensures that your company stays ahead of competition.
(F) INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:
The company’s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Accordingly, the Board of Directors has laid down internal financial controls to be followed by the company and such policies and procedures to be adopted by the Company for ensuring efficient and orderly conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of financial information. The internal controls are commensurate with the size, scale and complexity of your company’s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.
| 56
(G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.
Financial Performance of the company and group companies are quite well, however Company is continuously focusing to diversify it’s business to maximize portability which result into maximize shareholder’s wealth.
Financial Overview
The analysis of the consolidated financial statements for the year is as follows:
(a). Profit and Loss Statement
Income: Total Income for the year ended March 31, 2018 was ₹ 233793.05 Lakh as compared to ₹ 236055.79 in the previous year.
Employee Benefit Expenses: The employee benefit expenses increased from ₹ 243.30 Lakh in FY 2016-17 to ₹ 246.46 Lakh in FY 2017-18
Depreciation: Depreciation and amortisation expense for the year decreased to ₹ 57.83 Lakh as compared to ₹ 62.56 in the previous year.
Other Expenses: Other Expenses include insurance premium, audit fees, electricity fees, municipal expenses, rent and other administrative expenses which stood at ₹ 912.57 Lakh in FY 2017-18 as compared to ₹ 456.16 Lakh in FY 2016-17
(b). Balance sheet: Shareholder’s funds increased from ₹ 25211.65 Lakh in FY 2016-17 to ₹ 33647.43 Lakh in FY 2017-18. There is no Change in Equity Share Capital.
Non-Current Liabilities: The balance under this head increased from ₹ 675.37 Lakh in FY 2016-17 to ₹ 2009.26 Lakh in FY 2017-18.
Current Liabilities: The balance under this head declined from ₹ 67177.54 Lakh in FY 2016-17 to ₹ 54773.31 Lakh in FY 2017-18.
Fixed Assets: Fixed assets decreased to ₹ 1417.33 Lakh in FY 2017-18 as compared to ₹ 2350.52 Lakh in FY 2016-17.
Current Assets: The Balance under this head declined from ₹ 90214.98 Lakh in FY 2016-17 to ₹ 85242.64 Lakh in FY 2017-18.
(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.
The human resource (HR) strategy at Kushal is focused on creating a performance-driven atmosphere in the Company, where innovation is encouraged, performance is recognised and employees are motivated, to realize their potential. Company’s HR department co-creates all HR strategies along with senior management and BOD so as to influence change, attract talent and build capabilities. HR department is fully specialized to respond to varied human resource needs of Kushal’s business units to enable each division to maintain the human strategic advantage.
As on 31st March, 2018, there were 44 permanent employees on the rolls of the company. There was no material employee turnover during the year under review.
For and on Behalf of the Board
Sandeep Agrawal (Chairman and Managing Director) (DIN: 00239648)
Place: Ahmedabad Date: November 14, 2018
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CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR ENDED 2017-18
The Report containing details of Corporate Governance requirement set out by the Securities and Exchange Board of India (SEBI) and process undertaken at Kushal Limited. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of Board’s Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this report.
Corporate Governance is an integral part of values, ethics and the best business practices followed by the Company. The core values of the company are:
- Commitment to excellence and customer satisfaction- Maximizing long term shareholders’ value- Socially valued enterprise and- Caring for people and environment.
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COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
Company’s endeavour is to maximize shareholder value. Kushal is committed to adopt best governance practices and its adherence in true spirit at all times. It has strong legacy of fair, transparent and ethical governance practices.
Company is fully compliant with the requirements of the listing regulations and applicable corporate governance norms and is committed to ensuring compliance with all modifications within the prescribed time.
The company has a strong history of fair, transparent and ethical governance practices and the Company has over the years consistently demonstrated good corporate governance practices. Good Corporate Governance is an integral part of the Company’s value system and the Company Management places considerable emphasis on compliance therewith aimed at providing good governance. The Company is committed to do business in an efficient, responsible, honest and ethical manner and ensures fiscal accountability, operational excellence and fairness to all our stakeholders including shareholders, employees, customers, suppliers and communities, etc.
The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V of SEBI (LODR) Regulation 2015.
BOARD OF DIRECTORS
As on date, the company has six directors headed by Mr. Sandeep Agrawal as the Chairman and Managing Director of the Board. Board is constituted in conformity with Regulation 17 of SEBI Listing Regulations as three executive directors and three non- executive Independent Directors.
The Managing Director of the Company provides vision and leadership for achieving the approved strategic plan and business objectives. He presides over the Board and the Shareholders’ meetings.
During the year there is no change in composition of Board of Directors and none of the Independent Director of the Company serve as an Independent Director in more than seven listed Companies. The composition of the Board is in line with Regulation 17 of Listing Regulations. None of the directors on the Board is a member of more than 10 committees and chairperson of more than 5 committees across all listed companies in which he/she is a director.
MEETING OF THE BOARD
The Board of Directors met 13 (thirteen) times during the Financial Year 2017-18 ended on March 31, 2018. Required quorum was present at all the meetings.
The Board meets at regular intervals to discuss and decide on company/ business policy and strategy apart from other board business. The Board / Committee Meetings are pre-scheduled and a tentative notice of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the Meetings.
However, in case of a special and urgent business matters, shorter notice had been given, as permitted by law, which is noted and confirmed in the consequent board meeting.
The agenda and notes on agenda are circulated to all the Directors well in advance. All the agenda items are backed by agenda notes and relevant supporting papers to ensure adequate flow of information from the management, and to enable Directors to have focused discussions at the meeting and take informed decisions.
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The details of Board Meetings are as follows:
Sr. No. Date of Board Meeting Total Strength of the Board No. of Directors Present
1. 13.04.2017 6 6
2. 01.05.2017 6 6
3. 24.05.2017 6 5
4. 05.06.2017 6 6
5. 16.08.2017 6 6
6. 18.08.2017 6 5
7. 14.09.2017 6 5
8. 13.11.2017 6 6
9. 21.11.2017 6 5
10. 14.12.2017 6 6
11. 18.01.2018 6 6
12. 14.02.2018 6 6
13. 28.02.2018 6 4
Attendance of Directors during Fiscal 2017-18
Sr.no Directors Board Meetings during the FY
2017-18
Whether attended last AGM (Yes/No)
(30.09.2017)
Directorships held in other companies*
Committee Memberships held
in other companies.**
Shareholding as on
31.03.2018
Held Attended Director Chairman Member Chairman Equity Shares of face value of ₹ 2/- each
1. SandeepAgrawal
(DIN: 00239648)
13 13 Yes - - - - 136,82,400
2. ManojAgrawal
(DIN: 00225494)
13 13 Yes 2 - - - 205,41,600
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3. KushalAgrawal
(DIN: 03043294)
13 12 Yes 2 - - - 20,00,000
4. DharmendraBhuchhada
(DIN: 06468613)
13 11 Yes - - - - -
5. KavitaTejaskumar
Shah
(DIN: 05295442)
13 11 Yes - - - - -
6. Anil Soni
(DIN:07579989)
13 12 Yes - - - - -
Notes:
*Including Private Limited Companies
**Includes Audit Committee, Nomination and Remuneration Committee and Shareholder and Investor Grievance Committee of Public Limited Companies.
SEPARATE MEETINGS OF INDEPENDENT DIRECTOR
In accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, a separate meeting of the independent directors of the Company was held on February 14, 2018 headed by Mr. Anil Soni. All the independent directors of the Company (Including Mr. Anil Soni) were present at the said Meeting.
DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE:
Mr. Sandeep Agrawal Chairman and Managing Director of the Company is the brother of Mr. Manoj Agrawal (Director). Manoj Agrawal is the father of Mr. Kushal Agrawal (Director). Except for the abovementioned Directors, no Director is related to any other Director on the Board in terms of the definition of “relative” as defined in Section 2(77) of the Companies Act, 2013.
NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS: NIL
DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS
At the time of appointing Independent Director, a formal letter of appointment is given to him/her, which inter alia explains the role, functions, duties and responsibilities expected of him/her as a Director of the Company. The Company’s management makes business presentations periodically to familiarise Independent Directors with the strategy, operations and functions of the Company. Such presentations help them understand Kushal’s strategy, competitive landscape, business model, operations, service and product offerings, markets, organisation structure, finance, human resources, technology, quality, facilities and risk management, and such other areas as may be relevant for their familiarisation from time to time. These interactions provide them with a holistic perspective of the Company’s business and regulatory framework. The details of familiarisation programmes are available on the website of the company: www.kushallimited.com
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COMMITTEES OF THE BOARD
Pursuant to provisions of the Companies Act, 2013 read with Rules framed there under and the SEBI (LODR) Regulations, 2015, your company has four committees:
(A) Audit committee(B) Nomination and Remuneration Committee(C) Stakeholders Relationship Committee(D) Corporate Social Responsibility Committee
(A) AUDIT COMMITTEE
Composition:
Constitution of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules framed there under and Regulation 18 of the SEBI (LODR) Regulations, 2015. The committee comprise of four directors which include three Non-Executive Independent directors and one Executive Director. The Chairman of the Committee is Mr. Anil Soni, a Non-Executive Independent Director. The Company Secretary is the Secretary to the Audit Committee. The present composition and details of meeting during the year of committee is as under:
Name of Director
Category No. of meetings Attended
Mr. Anil Soni Chairperson/ Independent
Director 7
Ms. Kavita Tejaskumar
Shah
Member/ Independent
Director 7
Mr. Dharmendra Bhuchhada
Member/ Independent
Director 6
Mr. Kushal Agrawal
Member/ Director 6
MEETING AND ATTENDANCE:
The Audit Committee met 7 (seven) times during the Financial Year 2017-18 and the time gap between two meetings is not more than 120 days. The numbers of meetings of the Audit Committee held and attended by the members during the year are as under:
Sr.No. Date of Meeting
Total strength
of committee
Attendance
1 01.05.2017 4 4 2 24.05.2017 4 3 3 16.08.2017 4 4 4 14.09.2017 4 3 5 13.11.2017 4 4 6 14.12.2017 4 4 7 14.02.2018 4 4
ROLE OF THE COMMITTEE:
The role of the audit committee includes the following:
(1) Oversight of the listed entity’s financialreporting process and the disclosure of itsfinancial information to ensure that the financialstatement is correct, sufficient and credible;
(2) Recommendation for appointment,remuneration and terms of appointment ofauditors of the listed entity;
(3) Approval of payment to statutory auditors forany other services rendered by the statutoryauditors;
(4) Reviewing, with the management, the annualfinancial statements and auditor's reportthereon before submission to the board forapproval, with particular reference to:
(a) Matters required to be included in thedirector’s responsibility statement to beincluded in the board’s report in terms ofclause (c) of sub-section (3) of Section 134 ofthe Companies Act, 2013;
(b) Changes, if any, in accounting policies andpractices and reasons for the same;
(c) Major accounting entries involving estimatesbased on the exercise of judgment bymanagement;
(d) Significant adjustments made in the financialstatements arising out of audit findings;
(e) Compliance with listing and other legalrequirements relating to financial statements;
(f) Disclosure of any related party transactions;(g) Modified opinion(s) in the draft audit report;
(5) Reviewing, with the management, the quarterlyfinancial statements before submission to theboard for approval;
(6) Reviewing, with the management, thestatement of uses / application of funds raisedthrough an issue (public issue, rights issue,
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preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
(7) Reviewing and monitoring the auditor’sindependence and performance, andeffectiveness of audit process;
(8) Approval or any subsequent modification oftransactions of the listed entity with relatedparties;
(9) Scrutiny of inter-corporate loans andinvestments;
(10) Valuation of undertakings or assets of thelisted entity, wherever it is necessary;
(11) Evaluation of internal financial controls and riskmanagement systems;
(12) Reviewing, with the management, performanceof statutory and internal auditors, andadequacy of the internal control systems;
(13) Reviewing the adequacy of internal auditfunction, if any, including the structure of theinternal audit department, staffing and seniorityof the official heading the department, reportingstructure coverage and frequency of internalaudit;
(14) Discussion with internal auditors of anysignificant findings and follow up there on;
(15) Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraud orirregularity or a failure of internal controlsystems of a material nature and reporting thematter to the board;
(16) Discussion with statutory auditors before theaudit commences, about the nature and scopeof audit as well as post-audit discussion toascertain any area of concern;
(17) To look into the reasons for substantial defaultsin the payment to the depositors, debentureholders, shareholders (in case of non-paymentof declared dividends) and creditors;
(18) To review the functioning of the whistle blowermechanism;
(19) Approval of appointment of chief financialofficer after assessing the qualifications,experience and background, etc. of thecandidate;
(20) Carrying out any other function as is mentionedin the terms of reference of the auditcommittee.
POWERS OF COMMITTEE:
The Audit Committee have the following powers:
• To investigate any activity within its terms ofreference.
• To seek information from any employee.• To obtain outside legal or other professional
advice whenever necessary.• To secure attendance of outsiders with relevant
expertise, if it considers necessary.
The audit committee shall mandatorily review the following information:
(1) Management discussion and analysis offinancial condition and results of operations;
(2) Statement of significant related partytransactions (as defined by the auditcommittee), submitted by management;
(3) Management letters / letters of internal controlweaknesses issued by the statutory auditors;
(4) Internal audit reports relating to internal controlweaknesses; and
(5) The appointment, removal and terms ofremuneration of the chief internal auditor shallbe subject to review by the audit committee.
(6) Statement of deviations:
(a) Quarterly statement of deviation(s) includingreport of monitoring agency, if applicable,submitted to stock exchange(s) in terms ofRegulation 32(1).
(b) Annual statement of funds utilized forpurposes other than those stated in the offerdocument/prospectus/notice in terms ofRegulation 32(7).
(B) NOMINATION AND REMUNERATIONCOMMITTEE
Composition:
The company has framed qualified Nomination and Remuneration Committee as per the requirements of Section 178 of the Companies Act, 2013 read with Rules framed there under and Regulation 19 of the SEBI (LODR) Regulations, 2015.
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The composition, names of members, chairperson and particulars of the meetings and attendance of the members during the year ended on March 31, 2018 are as follows:
Name of Director
Category No. of meetings Attended
Ms. Kavita Tejaskumar
Shah
Chairperson/Independent director 3
Mr. Anil Soni
Member/ Independent Director 3
Mr. Dharmendra Bhuchhada
Member/ Independent Director 3
MEETING AND ATTENDANCE:
The Nomination and Remuneration Committee met 3 (three) times during the Financial Year 2017-18. The numbers of meetings of the Nomination and Remuneration Committee held and attended by the members during the year are as under:
Sr.No Date of Meeting
Total strength of committee
Attendance
1 01.05.2017 3 3 2 16.08.2017 3 3 3 13.11.2017 3 3
TERMS OF REFERENCE:
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and the Listing Regulations in terms of reference. The terms of reference of the Nomination and Remuneration Committee inter alia, includes the following:
(1) Formulation of the criteria for determiningqualifications, positive attributes and independence of a director and recommend tothe board of directors a policy relating to, theremuneration of the directors. Key managerialpersonnel and other employees;
(2) Formulation of criteria for evaluation ofperformance of independent directors and theboard of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to becomedirectors and who may be appointed in seniormanagement in accordance with the criteria laiddown, and recommend to the board of directorstheir appointment and removal;
(5) Whether to extend or continue the term ofappointment of the independent director, on thebasis of the report of performance evaluation ofindependent directors.
(6) Recommend to the Board a policy, relating tothe remuneration for the directors, keymanagerial personnel and other employees.
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that
a) the level and composition of remuneration bereasonable and sufficient to attract, retain andmotivate directors of the quality required to runour Company successfully;
b) Relationship of remuneration to performance isclear and meets appropriate performancebenchmarks;
c) Remuneration to directors, key managerialpersonnel and senior management involves abalance between fixed and incentive payreflecting short and long term performanceobjectives appropriate to the working of theCompany and its goals; and
d) Perform such other activities as may bedelegated by the Board or specified/ providedunder the Companies Act, 2013 or by the ListingRegulations or by any other applicable law orregulatory authority.
PERFORMANCE EVALUATION CRITERIA
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of every director including Independent director and the Board and its committees pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Individual Directors were evaluated on various performance indicators including the following:
• Attendance and Participation at the Board andCommittee Meetings.
• Integrity and Maintaining Confidentiality• Effective deployment of knowledge and expertise
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• Interpersonal Relationships with other directorsand management
• Acting in good faith and interest of Company as aWhole.
• Assist the Company in implementing the goodcorporate governance practices.
• Contributes to strategy and relevant aspectsimpacting company’s performance and such otherfactors as deemed appropriate.
• Protect the interests of all stakeholders andbalance the conflicting interest of thestakeholders.
The board and committee were evaluated on the various parameters including:
a) Size, structure and expertise of the Board.b) Frequency of Meetingsc) Effective discharge of functions and duties by
Board and Committee prescribed under the lawand as per terms of reference
d) Ensuring the integrity of the company’saccounting and financial reporting systems,independent audit, internal audit and riskmanagement systems (for Board and AuditCommittee
e) Working in the interests of all the stakeholders ofthe company and such other factors.
The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The Guidance note on Board evaluation issued by SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 was also considered at the time of performance evaluation.
REMUNERATION TO DIRECTORS:
a) Remuneration to Executive Directors:
The details of the remuneration paid to all the Directors are broadly given in point no. (VII) of the Form MGT-9, Extract of Annual Return which is annexed to the Directors’ Report. Moreover, the Company would like to present the following additional disclosures as required under Listing Regulations:
i. All elements of remuneration package ofindividual Directors as summarized undersalary, perquisites and profit in lieu of Salary.Except that there are no other benefits such asbonus and stock option as part of the salary.
ii. The salary to Executive Directors as mentionedherein point no. (VII) of the Form MGT-9, is onlythe fixed components and there is no variablecomponents which may base on theperformance criteria.
iii. All Executive Directors abide by the terms andconditions as decided at the time of theirappointment and reappointment.
iv. No Stock option is given to any Directors of theCompany.
v. No Pecuniary relationship/ transactions with theNon-Executive Directors vis-a-vis the Companyexcept for the payment of sitting fees to attendthe Board and the Committee Meetings.
vi. The criteria for making payments to Directorsare broadly explained by the Company in theirRemuneration Policy and same is available onthe Website of the Company:www.kushallimited.com .
vii. The terms and conditions for appointment ofIndependent Directors is available on thewebsite of the Company:www.kushallimited.com .
(C) STAKEHOLDER RELATIONSHIPCOMMITTEE
Composition:
The company has framed qualified Stakeholder Relationship Committee as per the requirements of Section 178 of the Companies Act, 2013 read with Rules framed there under and Regulation 20 of the SEBI (LODR) Regulations, 2015.
The composition, names of members, chairperson, and particulars of the meetings and attendance of the members during the year ended on March 31, 2018 are as follows:
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Name of Director
Category No. of meetings Attended
Mr. Dharmendra Bhuchhada
Chairperson/ Independent
director 4
Mr. Anil Soni Member/
Independent Director
4
Mr. Manoj Agrawal
Member/ Executive Director
4
DETAILS OF COMPLIANCE OFFICER:
CS Khushboo Surana was appointed as Company Secretary and Compliance Officer on November 11, 2018. As on March 31, 2018 she was Company Secretary and Compliance officer.
MEETING AND ATTENDANCE:
The Stakeholder Relationship Committee met 4 (four) times during the Financial Year 2017-18. The Meetings were held on May 1, 2017, August 16, 2017, and December 14, 2017 and February 14, 2018.
The numbers of meetings of the Stakeholder Relationship Committee held and attended by the members during the year are as under:
Sr.No Date of Meeting
Total strength of committee
Attendance
1 01.05.2017 3 4 2 16.08.2017 3 4 3 14.12.2017 3 4 4 14.02.2018 3 4
ROLE OF THE COMMITTEE:
The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.
Information on Investor Complaints of Financial Year 2017-18:
Number of Complaints received and resolved to the satisfaction of Shareholders / Investors during the year under review and their break- up is as under:
Particulars Received during
the Year
Settled/Redressed during the Year
SEBI 1 1
BSE 1 1 Non- Receipt of Dividend 3 3
(D) CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE:
COMPOSITION:
Company has constituted Corporate Social Responsibility (CSR) Committee, in compliance with the provision of section 135 of the Companies Act, 2013 read with Rules framed there under.
The composition, names of members, chairperson, and particulars of the meetings and attendance of the members during the year ended on March 31, 2018 are as follows:
Name of Director
Category No. of meetings Attended
Mr. Dharmendra Bhuchhada
Chairperson/Independent director
4
Mr. Kushal Agrawal
Member/ Director 4
Mr. Sandeep Agrawal
Member/ Managing Director
4
MEETING AND ATTENDANCE:
The Corporate Social Responsibility Committee met 4 (four) times during the Financial Year 2017-18. The Meetings were held on April 13, 2017, August 16, 2017, December 14, 2017 and February 14, 2018.
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The numbers of meetings of the Corporate Social Responsibility Committee held and attended by the members during the year are as under:
S. No
Date of Meeting
Total strength of committee
Attendance
1 13.04.2017 3 4 2 16.08.2017 3 4 3 14.12.2017 3 4 4 14.02.2018 3 4
ROLE OF THE COMMITTEE:
1. Formulate and recommend to the Board, aCorporate Social Responsibility Policy whichshall indicate the activities to be undertaken byour Company in accordance with the provisionsof the Companies Act, 2013;
2. Review and recommend the amount ofexpenditure to be incurred on activities to beundertaken by our Company;
3. Monitor the CSR policy of our Company and itsimplementation from time to time; and
4. Any other matter as the Corporate SocialResponsibility Committee may deemappropriate after approval of the Board or asmay be directed by the Board from time to time.
(A) GENERAL BODY MEETINGS
i) Location and time for last three Annual General Meetings and special resolutions passed were:
Year Day, date and time
Venue Special Resolution passed
2016-17 Saturday September 30,
2017 10:00 A.M.
Seminar Hall, Ahmedabad Management Association, AMA
Complex, ATIRA, Dr. Vikram Sarabhai Marg,
Ahmedabad- 380 015
Nil
2015-16 Friday July 15, 2016
11:00 A.M.
Kushal House, Plot No. 115, Off C.G. Road, Navrangpura,
Ahmedabad-380009
Nil
2014-15 Saturday July 4, 2015 12:30 P.M.
Kushal House, Plot No. 115, Off C.G. Road, Navrangpura,
Ahmedabad-380009
Nil
ii) Extraordinary General MeetingDuring the period under review, no extra ordinary meeting was held.
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(B) POSTAL BALLOT
During the Financial year 2017-18, two Postal ballots were conducted in August 2017 and November 2017. A snapshot of the voting results of the Postal Ballots conducted is as follows:
Date of Postal Ballot Notice: August 18, 2017
Voting Period: August 24, 2017 and ends on September 22, 2017
Date of Declaration of Result: September 23, 2017
Name of the resolution Type of Resolution
No. of votes valid
Votes cast in favour Votes cast against
No of Votes
% No. of Votes
%
Approval for change of name of the Company from "Kushal Tradelink Limited"
to "Kushal Limited" and consequent amendment to
Memorandum of Association and Articles of Association and other documents of the
Company
Special Resolution
162179340 162169268 99.99% 10072 0.01%
Revision in Borrowing Limits of the Company Upto Rs.
1500 Crores
Special Resolution
162179340 161513360 99.59% 665980 0.41%
Creation of charges on the movable and immovable
properties of the company, in respect of borrowings
Special Resolution
162179340 161512566 99.58% 666774 0.42%
Date of Postal Ballot Notice: November 21, 2017
Voting Period: December 01, 2017 and ends on December 30, 2017
Date of Declaration of Result: January 02, 2018
Name of the resolution Type of Resolution
No. of votes valid
Votes cast in favour
Votes cast against
No of Votes
% No. of Votes
%
To Amend the Main Object Clause of the Memorandum of Association of the Company
Special Resolution
159982229 159981019 99.99% 1210 0.00%
Appointment of Statutory Auditor to fill Casual Vacancy
Ordinary Resolution
159982229 159981019 99.99% 1210 0.00%
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PERSON WHO CONDUCTED THE POSTAL BALLOT EXERCISE:
CS Manish Buchasia (Practicing Company Secretary)
PROCEDURE ADOPTED FOR POSTAL BALLOT:
In terms of section 110 of the Companies Act, 2013 read with the rules thereunder, shareholders’ consent was sought for the aforesaid resolutions by way of Postal Ballot. CS Manish Buchasia, Practicing Company Secretary was appointed as a scrutinizer for carrying out the Postal Ballot process. Report of the scrutinizer was uploaded on the website of the Company as well as timely submitted to the stock exchange.
COMPLIANCE WITH MANDATORY REQUIREMENTS:
The Company has complied with the mandatory requirements to the extent applicable to the Company.
MEANS OF COMMUNICATIONS:
I. Quarterly Results
The quarterly and yearly financial results of the Company are submitted to the Stock Exchange immediately after they are approved by the Board. The results are published in ‘Financial Express’ both in English and the vernacular language.
II. Website
Detailed information on the Company’s business; quarterly and annual financial results, shareholding patterns and other information are displayed on the Company’s website www.kushallimited.com.
III. Intimation to Stock Exchange
The Company makes intimations to stock exchanges about all information which in its opinion are material & of relevance to the shareholders. The Company also submits electronically various compliance reports and statements periodically in accordance with the provisions of the Listing Regulations on BSE’s Electronic Filing Systems.
GENERAL SHAREHOLDER INFORMATION i)
Sr. no.
Salient Items of Interest
Particulars
a). Annual General Meeting
Date and Day: December 10, 2018, Monday
Time 10.30 A.M.
Venue At “Ahmedabad Management Association”, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat
380015
b). Financial year April 1, 2017 to March 31, 2018
c). Final Dividend Payment Nil
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d).
Listing on stock Exchange
The Company’s equity shares are listed on: BSE Limited P. J. Towers,
Dalal Street, Fort, Mumbai – 400 001.
The listing fee for the Financial Year 2017-18 has been paid.
e). Stock code/Symbol 536170/KUSHAL
f). Registrar and Share Transfer Agent
BIGSHARE SERVICES PRIVATE LIMITED Mumbai Branch:
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai, Maharashtra 400059
Tel No.: +91 – 22 – 4043 0200 Fax No.: +91 – 22 – 2847 5207
Email: [email protected] Website: www.bigshareonline.com
Ahmedabad Branch: A/802, Samudra Complex, Near Klassic Gold, Hotel Girish Cold-
Drink, Off C.G. Road, Navrangpura, Ahmedabad-380009 Tel: 91-079-40024135
Website: www.bigshareonline.com email: [email protected]
g). Dematerialization of shares and liquidity
As on March 31, 2018, Equity shares i.e. 99.99% of the total issued, subscribed and paid-up equity share capital of the
Company were held in dematerialized form. The Equity Shares of the Company are regularly traded on the BSE Limited.
h). Share Transfer System The Board has authorised Registrar and Share Transfer Agents for processing of share transfers, which has been approved by the
Stakeholders Relationship Committee.
i). Payment of Depository Fees Annual Custody/Issuer fee for the year 2017-18 has been paid by the Company to NSDL and CDSL
j). Outstanding GDRs/ADRs/warrants or any
convertible instruments, conversion date and likely
impact on equity
Nil
k). Address for correspondence “Kushal House”, Plot No.115, Off. C.G. Road, Navrangpura, Ahmedabad-380009, Gujarat, India.
E-Mail: [email protected]: www.kushallimited.com
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ii) MARKET PRICE DATA- HIGH, LOW DURING EACH MONTH IN FINANCIAL YEAR 2017-18
Month High Price Low price No. of Shares Traded/Volume
Apr 17 176.40 138.70 75,24,108 May 17 206.95 162.35 78,89,691 Jun 17 229.60 173.30 1,09,59,754 Jul 17 176.75 138.65 32,43,616 Aug 17 135.90 121.35 16,31,013 Sep 17 121.35 121.35 10,26,519 Oct 17 135.80 105.55 41,25,358 Nov 17 137.60 131.00 55,46,684 Dec 17 147.50 135.00 79,16,908 Jan 18 160.00 144.00 90,46,155 Feb 18 162.15 150.20 73,46,732 Mar 18 164.65 111.35 49,24,102
Note: High and low prices in rupees per traded share Source: Websites of the respective stock exchanges, i.e. BSE
iii) Kushal Limited 's Share Performance vs. BSE Sensex [April 2017 to March 2018]
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SHAREHOLDING PATTERN AS ON MARCH 31, 2018
a) Distribution of shareholding by size class as on March 31, 2018:
Number of shares Number of shareholders
Shareholders %
Number of shares held
Shareholding %
1-5000 23068 88.60 7355829 3.10
5001-10000 1058 4.60 3901838 1.64
10001-20000 742 2.85 5513225 2.32
20001-30000 303 1.16 3763332 1.59
30001-40000 170 0.65 3016439 1.27
40001-50000 95 0.36 2157790 0.91
50001-60000 71 0.27 1953830 0.82
60001-100000 181 0.70 7161594 3.02
100001- 9999999999 349 1.34 202442733 85.32
Total 26307 100.00 237266610 100.00
b) Distribution of shareholding by ownership as on March 31, 2018:
Category Shares held (No.) % of holding
Promoter’s holding
Promoters 156475610 65.95
Total (A) 156475610 65.95
Public
Corporate Bodies 5023880 2.12
Foreign Institutional Investor 619303 0.26
Foreign Portfolio Investor 117515 0.05
Non-Resident Indians 2268679 0.96
Clearing Members 1771112 0.75
Nationalised Banks 0 0.00
Trusts 2 0.00
Individual Shareholders 70990509 29.92
Total (B) 80791000 34.05
Total (A+B) 237266610 100.00
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c) Shares held in Physical and Dematerialised Form
Breakup of physical and dematerialised shares as on March 31, 2018:
Category No. of shares held % of Shareholding Physical 2 0.00 Demat 237266608 99.99 Total 237266610 100.00
SUBSIDIARY COMPANIES:
Name of Subsidiary
Date of Incorporation
Country Business % of Shareholding
Kushal Impex Pte Ltd. January 16, 2014 Singapore
General Wholesale Trade (Including General Importers
and Exporters)
100
Kashish Worldwide -F.Z.E January 10, 2016 UAE General Trading Import &
Export 100
Stallion Worldwide (Labuan) Private
Limited April 13, 2017 Malaysia
General Wholesale Trade (Including General Importers
and Exporters) 100
Kushal Integrated Park, LLP June 17, 2017 India Development of all types of
Industrial park 100
The Company has formulated a policy for determining material Subsidiaries and the said policy is available on the website of the Company at: www.kushallimited.com
OTHER DISCLOSURES
A) RECONCILIATION OF SHARE CAPITALAUDIT
As stipulated by SEBI (LODR) Regulations, 2015, Statutory Auditor carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange. The Audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialised form and in physical form.
B) DISCLOSURES OF ACCOUNTING TREATMENT
In the financial statements for the year ended March 31, 2018, the Company has followed the treatment
as prescribed in the applicable Indian Accounting Standards.
C) RELATED PARTY TRANSACTIONS
During the year there was no materially significant related party transaction which may have potential conflict with the interest of the Company. The Company has formulated a Related Party Transaction policy which has been uploaded on its website at: www.kushallimited.com
The transactions with the companies, where the Directors of the Company were interested, were in the ordinary course of business and were at arm’s length basis.
Details of related party information and transactions are being placed before the Audit Committee from time to time. The details of the related party transactions during the year have been provided in Note to the financial statements as part of Annual Report.
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D) DETAILS OF NON-COMPLIANCE BY THECOMPANY, PENALTIES, STRICTUREIMPOSED ON THE COMPANY BY THESTOCK EXCHANGES, SEBI OR ANYSTATUTORY AUTHORITIES OR ANYMATTER RELATED TO CAPITAL MARKETS
The Company has complied with all the requirements of the Stock Exchanges/the Regulations and guidelines of SEBI and other Statutory Authorities on all matters relating to capital markets. No penalties or strictures have been imposed by SEBI, Stock Exchange or any statutory authorities on matters relating to capital market . E) WHISTLE BLOWER POLICY AND
AFFIRMATION THAT NO PERSONNELHAS BEEN DENIED ACCESS TO THEAUDIT COMMITTEE
The Company has established a vigil mechanism through a Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimisation of director(s) / employee(s) who express their concerns and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. All cases registered under the Whistle Blower Policy of the Company, are reported to the Vigilance Officer and are subject to the review of the Audit Committee.
During the year under review, no personnel were denied access to the Audit Committee. The Whistle Blower Policy is available on the website at: www.kushallimited.com.
F) CODE FOR PREVENTION OF INSIDERTRADING
The Company has adopted code on prevention of insider trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 with the name of “The Code of Internal Procedures and Conduct for Prohibition of Insider Trading in dealing with the securities of Kushal Limited”. The Code lays down the guidelines which advise on procedures to be followed and disclosures to be made, while dealing in shares of the company and the consequences of the non-compliances. The code on prevention of insider trading has been uploaded on its website at: www.kushallimited.com
G) CODE OF CONDUCT FOR DIRECTORSAND SENIOR EXECUTIVES
The Company has laid down a Code of Conduct for all Board members and the Senior Management Personnel of the Company. The Code of conduct is available on the Company’s website www.kushallimited.com.
The code of conduct was circulated to all the members of the Board and senior management personnel and they have affirmed their compliance with the said code of conduct for the Financial Year ended March 31, 2018. A declaration to this effect signed by the Chairman & Managing Director is annexed herewith to the Corporate Governance Report as part of Annual Report.
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H) DETAILS OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS
Particulars Regulation Number
Compliance status (Yes / No / NA)
Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’
16(1)(b) & 25 (6)
Yes
Board composition 17(1) Yes
Meeting of Board of Directors 17(2) Yes
Review of Compliance Reports 17(3) Yes
Plans for orderly succession for appointments 17(4) Yes
Code of Conduct 17(5) Yes
Fees/compensation 17(6) Yes
Minimum Information 17(7) Yes
Compliance Certificate 17(8) Yes
Risk Assessment & Management 17(9) Yes
Performance Evaluation of Independent Directors 17(10) Yes
Composition of Audit Committee 18(1) Yes
Meeting of Audit Committee 18(2) Yes
Composition of Nomination & Remuneration Committee 19(1) & (2) Yes
Composition of Stakeholders’ Relationship Committee 20(1) & (2) Yes
Composition and role of Risk Management Committee 21(1),(2),(3),(4) NA
Vigil Mechanism 22 Yes
Policy for Related Party Transaction 23(1),(5),(6),(7) & (8) Yes
Prior or Omnibus approval of Audit Committee for all Related Party Transactions 23(2), (3) Yes
Approval for material related party transactions 23(4) Yes
Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
Other Corporate Governance requirements with respect to subsidiary of listed entity
24(2),(3),(4),(5) & (6) NA
Maximum Directorship & Tenure 25(1) & (2) Yes
Meeting of Independent Directors 25(3) & (4) Yes
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Familiarization programmes for Independent Directors 25(7) Yes
Memberships in Committees 26(1) Yes
Affirmation with compliance to code of conduct from members of Board of Directors and senior management personnel
26(3) Yes
Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
Policy with respect to obligations of Directors and Senior Management Personnel 26(2) & 26(5) Yes
Other Corporate Governance requirements 27(2) Yes
Terms and conditions of appointment of Independent Directors 46(2)(b) Yes
Composition of various committees of Board of Directors 46(2)(c) Yes
Code of conduct of Board of Directors and senior management Personnel 46(2)(d) Yes
Details of establishment of vigil mechanism/ Whistle Blower policy 46(2)(e) Yes
Criteria of making payments to Non-Executive Directors 46(2)(f) NA
Policy on dealing with related party transactions 46(2)(g) Yes
Policy for determining ‘material’ subsidiaries 46(2)(h) Yes
Details of familiarisation programmes imparted to Independent Directors 46(2)(i) Yes
I) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSEACCOUNT – Not Applicable
For and on Behalf of the Board
Mr. Sandeep Agrawal (Chairman and Managing Director) (DIN: 00239648)
Place: Ahmedabad Date: November 14, 2018
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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
To The Members, Kushal Limited
We have examined the compliance of conditions of Corporate Governance by Kushal Limited, for the year ended on March 31, 2018, as stipulated in Regulations 17 to 27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said regulation. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17-27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as applicable.
We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
This Certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.
For Shailesh & Co. Chartered Accountants
CA Nilay S Shah Partner Membership No. 119644
Date: August 14, 2018 Place: Ahmedabad
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF, KUSHAL LIMITED, AHMEDABAD Report on the Standalone Ind AS Financial Statements We have audited the accompanying Standalone Ind AS financial statements of KUSHAL LIMITED (‘the Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income, if any), the Cash flow statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS financial statements”) Management’s Responsibility for the Standalone Ind AS Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of
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the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India, in terms of Section 143(11) of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
(e) On the basis of the written representations received from the directors as on 31st March, 2018 and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in “Annexure B” to this report;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its financial position in its Standalone Ind
AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
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iii. During the year, there has been no delay in transferring amounts, if any, required to be transferred, to the Investor Education and Protection Fund by the Company.
For Shailesh & Co. Chartered Accountants (Shailesh J. Shah) Partner Membership No. 040611 FRN NO. 114226W Place: Ahmedabad Date: May 30, 2018
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ANNEXURE A To the Independent Auditor’s Report on the Standalone
Ind AS Financial Statement of Kushal Limited (Referred in paragraph 1, under “Report on Other Legal and Regulatory Requirements’’ of our report of even date) i.
(a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties are held in the name of the company. ii. As explained to us, management has conducted physical verification of inventory at reasonable intervals
during the year and no material discrepancies were noticed on such physical verification. iii. The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
As the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, following points are not applicable incidental to that.
(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the company’s interest;
(b) Whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;
(c) if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest;
iv. In our opinion and according to the information and explanations given to us, the company has complied
with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing securities and guarantees.
v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable to the Company.
vi. Maintenance of cost records specified by the central government under section 148(1) of the Companies Act, 2013 is not applicable to the company.
vii.
(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues have been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2018 for a period of more than six months from the date of becoming payable.
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(b) According to information and explanation given to us, there are no undisputed amounts payable in
respect of provident fund, sales tax or Goods and service tax or duty of customs or duty of excise or value added tax and other statutory dues were outstanding ,at the year end ,for the period of more than six months from the date they become payable.
(c) Details of dues of income tax which have not been deposited on March 31, 2018 on account of
disputes as follows:
Name of the statue Nature of Dues Amount
(in Lakh)
Period to which the amount
relates (AY) Forum where dispute is pending
Income Tax Act,1961 Income Tax 104.45 2007-08 Commissioner of Income Tax
(Appeals) Income Tax
Act,1961 Income Tax 6.48 2009-10 Commissioner of Income Tax (Appeals)
Income Tax Act,1961 Income Tax 146.88 2010-11 Commissioner of Income Tax
(Appeals) viii. In our opinion and according to the information and explanation given to us, the company has not
defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
ix. According to information and explanation given to us, the company has not raised money by way of initial public offer or further public offer (including debt instruments). Moreover the company has not taken term loans during the year.
x. There is no fraud by the company or any fraud on the Company by its officers or employees has been
noticed or reported during the year.
xi. According to information and explanation given to us, the managerial remuneration has been paid/ provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order
is not applicable.
xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Standalone Ind AS Financial Statements , as required by the applicable Indian AS.
xiv. The company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review hence, reporting requirements under clause (xiv) of paragraph 3 of the Order is not applicable to the Company.
xv. According to information and explanation given to us, the company has not entered into any non-cash
transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013 and hence reporting under clause (xv) of paragraph 3 of the Order is not applicable to the company.
xvi. According to the information and explanations provided to us, the provisions of section 45-IA of the
Reserve Bank of India Act, 1934 is not applicable to the Company.
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ANNEXURE B To the Independent Auditor’s Report on the Standalone
Ind AS Financial Statement of Kushal Limited (Referred in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements’’ of our report of even date) Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of KUSHAL LIMITED (“the Company”) as of 31st March 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal financial controls over financial reporting criteria established by the Company considering the essential components of internal financial controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (‘ICAI’)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial controls based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
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external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Shailesh & Co. Chartered Accountants (Shailesh J Shah) Partner Membership No. 040611 FRN NO. 114226W Place: Ahmedabad Date: May 30, 2018
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STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2018 (₹ in Lakh)
Particulars Notes As at 31st March, 2018
As at 31st March, 2017
As at 1st April, 2016
A ASSETS 1 Non-Current Assets (a) Property, Plant & Equipment 3 1,414.93 1,553.49 1,604.88 (b) Financial Assets (i) Investments 4 352.52 352.52 352.52 (ii) Loans & Advances 5 3,416.18 145.35 134.32 (c) Other Non-Current Assets 6 74.14 85.68 85.47 Total Non-Current Assets (1) 5,257.77 2,137.04 2,177.19 2 Current Assets (a) Inventories 7 571.08 456.75 227.59 (b) Financial Assets (i) Trade Receivables 8 34,311.56 10,523.35 6,073.97 (ii) Cash and Cash Equivalents 9 56.95 679.82 998.18 (iii) Loans & Advances 10 8,823.64 5,564.44 1,540.82 (c) Other Current Assets 11 220.37 188.93 92.70 Total Current Assets (2) 43,983.60 17,413.29 8,933.26 TOTAL ASSETS (1+2) 49,241.37 19,550.33 11,110.45 B EQUITY AND LIABILITIES 3 Equity (a) Equity Share Capital 12 4,745.33 4,745.33 2,372.67 (b) Other Equity 13 5,186.31 5,024.78 3,154.62 Total Equity (3) 9,931.64 9,770.11 5,527.29 4 Liabilities Non-Current Liabilities (a) Provisions 14 22.47 19.99 18.50 (b) Deferred Tax Liabilities (Net) 15 122.01 92.03 57.86 (c) Borrowings 16 1,300.43 NIL NIL Total Non-Current Liabilities (4) 1,444.91 112.02 76.36 5 Current Liabilities (a) Financial Liabilities (i) Borrowings 17 NIL NIL 3,876.48 (ii) Trade Payable 18 36,179.01 9,154.98 874.38 (b) Other Current Liabilities 19 881.30 156.62 115.58 (c) Current Tax Liabilities 20 804.51 356.60 640.36 Total Current Liabilities (5) 37,864.82 9,668.20 5,506.80 TOTAL EQUITY AND LIABILITIES (3+4+5) 49,241.37 19,550.33 11,110.45 Signifincant Accounting Policies & Notes to the
Financial Statements 1 to 30
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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STATEMENT OF STANDALONE PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
(₹ in Lakh except Per Share Data) Particulars Notes For the year ended
31st March, 2018 For the year ended 31st March, 2017
1 Revenue from Operations 21 100,660.50 38,421.84 2 Other Income 22 2,436.03 6,973.91 3 Total revenue (1+2) 103,096.53 45,395.75 4 Expenses (a) Purchases of Merchandise 23 98,284.82 37,025.18 (b) Changes in Inventories 24 (114.33) (229.16) (c) Film Production Expenses 25 141.33 NIL (d) Employee Benefits Expenses 26 170.86 163.36 (e) Finance Costs 27 505.57 67.03 (f) Depreciation and Amortisation Expenses 3 56.40 61.12 (g) Other Expenses 28 544.53 350.43 Total Expenses 99,589.18 37,437.96 5 Profit / (Loss) Before Tax (3 - 4) 3,507.35 7,957.79 6 Tax Expense: (a) Current Tax Expense for Current Year (Tax Provisions) 804.51 1,551.68 (b) (Less): MAT Credit (where applicable) NIL NIL (c) Current tax Expense relating to Prior Years (98.60) (6.28) (d) Net Current Tax Expense 705.91 1,545.40 (e) Deferred Tax Provision 29.98 34.16 Total Tax Expenses 735.89 1,579.56 7 Net Profit / (Loss) for the period (5-6) 2,771.46 6,378.23 8 Other Comprehensive Income (OCI) (a) Items that will not be reclassified to profit or loss NIL NIL (b) Items that will be reclassified to profit or loss NIL NIL Other Comprehensive Income NIL NIL 9 Total Comprehensive Income (7+8) 2,771.46 6,378.23 10 Earnings Per Share (Face Value of Rs. 2/- each): (a) Basic 1.17 2.69 (b) Diluted 1.17 2.69
Significant Accounting Policies & Notes to the Financial Statements 1 to 30
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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STANDALONE STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018
A. Equity Share Capital
(₹ in Lakh) Balance as on 1st
April, 2016 Changes in Equity
Share Capital during FY 2016-17*
Balance as on 31st
March, 2017
Changes in Equity Share Capital during
FY 2017-18
Balance as on 31st
March, 2018
2,372.67 2,372.66 4,745.33 NIL 4,745.33 *Issue of Bonus Shares in the ratio of 1:1 B. Other Equity
(₹ in Lakh) Particulars Securities
Premium Retained Earnings
General Reserve
Total
As on 31st March, 2017 Balance as on 1st April, 2016 1,982.00 1,171.54 1.08 3,154.62 Total Comprehensive Income for the year NIL 6,378.23 NIL 6,378.23 Less: Utilised during the Year ( Issue Of Bonus Share - Capitalisation of Reserves ) (1,982.00) (390.67) NIL (2,372.67)
Less: Interim Dividend during the Year NIL (2,135.40) NIL (2,135.40) Balance As on 31st March, 2017 NIL 5,023.70 1.08 5,024.78
(₹ in Lakh)
Particulars Securities Premium
Retained Earnings
General Reserve
Total
As on 31st March, 2018 Balance as on 1st April, 2017 NIL 5,023.70 1.08 5,024.78 Total Comprehensive Income for the year NIL 2,771.46 NIL 2,771.46 Less: Interim Dividend During the Year NIL (2,609.93) NIL (2,609.93) Balance As on 31st March, 2018 NIL 5,185.23 1.08 5,186.31
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
(₹ in Lakh) Particulars For the year ended
31st March, 2018 For the year ended 31st March, 2017
A. Cash Flow from Operating Activities Net profit Before Tax as per Statement of Profit and Loss 3,507.35 7,957.79 Adjusted for: Depreciation and Amortisation Expenses 56.40 61.12 Interest Expenses 505.57 67.03 Profit / Loss on sale of Fixed Assets (27.27) 7.99 Gratuity 2.48 2.19 Foreign Exchange Fluctuations 5.75 16.82 Rent Income (6.91) (26.32) Interest Income (6.25) (48.79) Dividend Income (2,192.25) (6,906.40) Other Income NIL (5.72) Operating Profit Before Working Capital Changes 1,844.87 1,125.71 Adjusted For: Trade & Other Receivables (26,975.48) (8,023.06) Inventories (114.33) (229.16) Trade & Other Payables 28,182.49 8,321.64 Cash Generated from Operations 2,937.55 1,195.13 Direct Tax (paid)/ refund (705.91) (1,825.28) Net Cash from/ (Used in) Operating Activities A 2,231.64 (630.15) B. Cash Flow from Investing Activities Purchase of Fixed Assets (13.02) (13.00) Sale of Fixed Assets 134.00 NIL Change in Other Non-current Assets (3,270.83) 11.24 Dividend Income from Subsidiary 2,192.25 6,906.40 Rent Income 6.91 26.32 Interest Income 6.25 5.91 Net Cash Flow from/ (Used in) Investing Activities B (944.44) 6,936.87 C. Cash Flow from Financing Activities Proceeds from Long-term Borrowings/ (Repayment of Borrowings) 1,300.43 (3,876.48) Dividend Paid (2,609.93) (2,135.40) Interest Expenses (505.57) (67.03) Net Cash Flow from/ (Used in) Financing Activities C (1,815.07) (6,078.91) Net Increase/ (Decrease) in Cash & Cash Equivalents (A+B+C) D (527.87) 227.81 Cash & Cash Equivalents at the beginning of the Year E 584.82 357.01 Cash & Cash Equivalents as at the end of the Year (D+E) 56.95 584.82
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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NOTES FORMING PART OF THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH 31, 2018 1. Corporate Information Kushal Limited (KL) is a Public Company listed on BSE platform domiciled in India incorporated under Companies Act, 1956. The company is engaged in the business of trading of various kinds of Merchandise. 2. Summary of Significant Accounting Policies A. Basis of Preparation and Presentation
The financial statements have been prepared on the Historical Cost basis.
The financial statements of the Company have been prepared to comply with the Indian Accounting Standards (‘Ind AS’), including the rules notified under the relevant provisions of the Companies Act, 2013.
Up to the year ended March 31, 2017, the Company has prepared its financial statements in accordance with the requirement of Indian Generally Accepted Accounting Principles (Indian GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006 and considered as “Previous GAAP”. These financial statements are the Company`s first Ind AS Standalone financial statements.
Company’s financial statements are presented in Indian Rupees (₹), which is also its functional currency.
B. Inventories
Inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, cost of conversion and other costs net of recoverable taxes incurred in bringing them to their respective present location and condition.
C. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of recoverable taxes, trade discount and rebates less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its working condition for its intended use and adjustments arising from exchange rate variations attributable to the assets. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Expenses incurred on asset, net of income earned during the development stage prior to its intended use, are considered as pre - operative expenses and disclosed under Capital Work - in - Progress. Depreciation on property, plant and equipment is provided using straight line method. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
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D. Leases
Leases are classified as finance leases whenever the terms of the lease, transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Whether a lease is a finance lease or an operation lease depends upon the substance of transaction rather than the form.
E. Intangible Assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortisation/depletion and impairment loss, if any. Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use, net off charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the intangible assets.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
F. Borrowing Costs
Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.
G. Impairment of Assets
The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs.
An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets.
The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
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H. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance date. If the outflow is no longer probable, provision is reversed to Income.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent Liability is not recognized but is disclosed, unless the possibility of outflow of economic resources is remote.
Contingent Assets are not recognized but disclosed where an inflow of benefits is probable.
I. Employee Benefits Short Term Employee Benefits
The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.
Post-Employment Benefits • Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund and ESIC. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.
• Defined Benefit Plans
The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act 1972. Provision for gratuity is made without the actuarial valuation.
J. Income Taxes
The tax expense for the period comprises current and deferred tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity.
- Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.
- Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.
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Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.
K. Foreign currencies transactions and translation
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction (average rate is used when they are a reasonable approximate of actual).
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized as cost of assets.
Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction.
Non-monetary items carried at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured.
L. Revenue Recognition
Sale of Goods
Revenue from sale of goods is recognised when
- the significant risks and rewards of ownership have been transferred to the buyer, - it is probable that the economic benefits associated with the transaction will flow. - The cost incurred or to be incurred in respect of the transaction can be measured reliably, - there is no continuing effective control or managerial involvement with the goods, and the amount of
revenue can be measured reliably.
Rendering of Services
Revenue from rendering of services is recognised when the outcome of a transaction can be measured reliably. Revenue associated with the transaction shall be recognized with reference to the stage of completion of the transaction at the end of reporting period. When the outcome of the transaction involving rendering of services cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized that are recoverable.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
Interest income
Interest income from a financial asset is recognised using effective interest rate method.
Dividend Income
Revenue is recognised when the Company’s right to receive the dividend has been established.
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M. Financial Instruments Financial Assets
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting.
Investment in Subsidiaries
The Company has accounted for its investments in subsidiaries at cost.
Financial Liabilities All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost. N. Long Term Borrowings Long term loan taken from IVL Finance Limited under ILAP of ₹ 11.77 Cr. @ 11% P.a. The Loan is Repayable on monthly 84 instalments and the interest payable on monthly basis. The Loan Matures in February 2025. The loan is secured by exclusive charge on Plot No. 115 A,B,TpsNo.20,Kushal House, Opp. Regenta Hotel, Off C.G Road, Navrangpura, Ahmedabad, Gujarat-380009
O. Earnings Per Share
Basic EPS is calculated by dividing profit or loss attributable to ordinary equity shareholders by the weighted average number of ordinary shares outstanding during the reporting period.
Dilutive EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential ordinary shares.
P. Operating Segments
As per Ind AS 108- “Operating Segment”, segment information has been provided under the Notes to Consolidated Ind AS Financial Statements.
Q. Disclosure of Interest in Other Entities
i) Kushal Impex Pte Ltd, Singaopre Kushal Impex Pte. Ltd. was incorporated in the year 2014 in Singapore. It is Wholly Owned Subsidiary of Kushal Limited.
ii) Kashish Worldwide F.Z.E., Ajman, U.A.E
Kashish Worldwide F.Z.E. was incorporated in the year 2016 in Ajman, U.A.E. It is Wholly Owned Subsidiary of Kushal Limited
iii) Stallion Worldwide (Labuan) Private Limited, Malaysia
Stallion Worldwide (Labuan) Private Limited was incorporated in April, 2017 in Labuan, Malaysia. It is Wholly Owned Subsidiary of Kushal Limited. It is yet to commence its business operations.
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iv) Kushal Integrated Industrial Park LLP, India A Wholly Owned LLP in the name and style of Kushal Integrated Industrial Park LLP was incorporated on 7th June, 2017 in Ahmedabad, Gujarat with main object of development of Industrial and other park. It’s yet to commence its business operations.
R. Cash Flows Cash and cash equivalent comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are readily convertible to a known amount of cash, and that are subject to an insignificant risk of changes. Investment having maturity of three months or less is classified as cash equivalents. Cash flows are analysed using Indirect method into following three activities:
a. Operating activities b. Investing activities c. Financing activities
S. Events after the reporting period Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are approved by the board of directors. Events that provide evidence of conditions that existed at the end of the reporting period are classified as adjusting events. Events that are indicative of conditions that arose after the reporting period are classified as non-adjusting events. (i) The Board of Directors, in its meeting held on May 1, 2017, approved a Scheme of Amalgamation of
Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited and Riddhi Siddhi Recyclers Private Limited with Kushal Limited (Formerly known as Kushal Tradelink Limited) and their respective shareholders and creditors. The company has applied for In-principle approval from the Stock exchange/SEBI in May, 2017 and are awaiting the no objection letter from the Stock exchange/SEBI. As the final approval from SEBI as well as requisite approvals, sanctions, consents, observations, clearances from the National Company Law Tribunal (NCLT) and other concerned authorities, are pending, the accompanying Standalone Ind AS financial statements for the year ended March 31, 2018 have been prepared without giving any effect of the proposed scheme.
(ii) The Board of Directors in its meeting held on September 14, 2017 approved a Composite Scheme of
Compromise and Arrangement between Rainbow Papers Limited and its Secured and Unsecured Creditors and Amalgamation of Rainbow Papers Limited with Kushal Limited (formerly known as Kushal Tradelink Limited) and their respective shareholders and creditors under Section 230-232 of the Companies Act, 2013.
T. First Time Adoption of Ind AS
The Company has adopted Ind AS with effect from 1st April, 2017 with comparatives being restated. The figures for the previous period have been restated, regrouped and reclassified wherever required to comply with the requirement of Ind AS and Schedule.
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Exemptions from retrospective application
(i) Fair value as deemed cost exemption
The Company has elected to measure items of property, plant and equipment and intangible assets at its carrying amount.
(ii) Investments in Subsidiaries and Wholly Owned LLP
The Company has elected to measure investment in subsidiaries and wholly owned LLP at cost.
U. Previous year’s figures have been recast, regrouped and rearranged, wherever necessary to confirm to this year’s classification.
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NOTES ON THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Note 3 Property, Plant & Equipment
(₹ In Lakh)
Tangible assets
Gross block Accumulated depreciation and impairment Net block Balance as at 1 April, 2017
Additions during
the Year
Disposals during the
Year
Balance as at
31 March, 2018
Balance as at
1 April, 2017
Depreciation expense for
the year
Depreciation Eliminated on disposal
of assets during the
Year
Balance as at
31 March, 2018
Balance as at
31 March, 2018
Balance as at
31 March, 2017
Balance as at
1 April, 2016
Tangible Assets:
Owned Assets
(a) Land
Freehold Land 135.23 NIL 106.73 28.50 NIL NIL NIL NIL 28.50 135.23 135.23
(b) Buildings
Own use 1395.72 NIL NIL 1395.72 57.90 21.91 NIL 79.81 1315.91 1337.81 1359.74
(c) Plant and Equipment
Owned Plant & Machinery
46.04 3.31 NIL 49.35 15.68 3.20 NIL 18.88 30.47 30.37 27.32
(d) Furniture and Fixtures
Owned 16.08 7.81 NIL 23.89 11.28 1.00 NIL 12.28 11.61 4.80 2.79
(e)Office Vehicles
Owned 113.45 NIL NIL 113.45 76.27 12.38 NIL 88.65 24.80 37.17 65.96
(f)Commercial Vehicles
Owned 34.11 NIL NIL 34.11 31.17 1.24 NIL 32.41 1.70 2.95 6.35
(g) Office equipment
Owned 0.68 NIL NIL 0.68 0.62 0.02 NIL 0.64 0.04 0.06 0.17
(h) Computers
Owned 29.72 2.28 NIL 31.99 24.62 5.47 NIL 30.09 1.90 5.10 7.32 Total 1771.03 13.40 106.73 1677.69 217.54 45.22 NIL 262.76 1414.93 1553.49 1604.88
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Note 4 Non-current Investments (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Investment in Quoted Shares 15.13 15.13 15.13 Investment Properties 244.55 244.55 244.55 Investment in Subsidiaries 92.84 92.84 92.84 Total 352.52 352.52 352.52
Note 5 Long Term Loans and Advances
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
(a) Security Deposits (Unsecured, Considered Good)
0.56 0.96 0.96
(b) Other Advances
Investment Properties 133.36 133.36 133.36 Rainbow Papers Limited 3,271.23 NIL NIL
Other Advances 11.03 11.03 NIL
Total 3,416.18 145.35 134.32 Note 6 Other Non-current Assets
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Unamortised Preliminary Expenses 74.14 85.68 85.47
Total 74.14 85.68 85.47
Note 7 Inventories
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Stock in Trade 429.75 456.75 227.59 Cost of Under Production film 141.33 NIL NIL
Total 571.08 456.75 227.59
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Note 8 Trade Receivables (₹ In Lakh)
Particulars As at March 31, 2018
As at March 31, 2017
As at 1st April, 2016
Unsecured, Considered Good 34,311.56 10,523.35 6,073.97
Total 34,311.56 10,523.35 6,073.97
Note 9 Cash and Cash Equivalents
(₹ In Lakh) Particulars As at March 31,
2018 As at March 31,
2017 As at 1st April,
2016
Cash and Cash Equivalents Cash on hand 0.05 6.25 12.07 Balances with banks in Current Accounts 48.97 576.19 304.76
Balance earmarked for Unclaimed Dividend 7.93 2.38 40.18
Total 56.95 584.82 357.01 Other Bank Balances Margin Money (for LC/Buyers credit/SBLC) NIL NIL 641.17
Fixed Deposits NIL 95.00 NIL Total NIL 95.00 641.17
Grand Total 56.95 679.82 998.18
Note 10 Short Term Loans and Advances
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Prepaid Expenses 6.71 13.68 11.57 Balance with Tax Authorities 893.50 711.66 480.12 Advance to Suppliers
To Related Parties 5,936.68 4,821.41 1,043.13 To Others 1,431.55 0.42 6.00
Other Advances 549.93 NIL NIL Advance to Employee 5.27 17.27 NIL
Total 8,823.64 5,564.44 1,540.82
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Note 11 Other Current Assets (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Amounts due from Subsidiaries 0.63 188.33 NIL
Commission charged to Wholly Owned Subsidiary for SBLC NIL NIL 56.68
Interest Accrued but not Due NIL 0.60 36.02 Other Current Assets 131.04 NIL NIL Dividend Receivable from WOS 88.70 NIL NIL
Total 220.37 188.93 92.70
Note 12 Equity Share Capital
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Number of
shares Amount Number of
shares Amount Number of
shares Amount
(a) Authorised
Equity Shares of Rs. 2 each with Voting Rights
250000000 5,000.00 250000000 5,000.00 125000000 2,500.00
(b) Issued , Subscribed and Paid Up
Equity Shares of Rs. 2 each with Voting Rights
237266610 4,745.33 237266610 4,745.33 118633305 2,372.67
Total 237266610 4,745.33 237266610 4,745.33 118633305 2,372.67
(a)
Particulars Opening
Balance Buy back Issued During
the Year Closing Balance
Equity shares with voting rights Year ended 31 March, 2018
- Number of shares 237266610 NIL NIL 237266610 - Amount 4,745.33 NIL NIL 4,745.33
Year ended 31 March, 2017 - Number of shares 118633305 NIL 118633305* 237266610 - Amount 2,372.67 NIL 2,372.66 4,745.33
* Bonus Shares issued in the ratio of 1:1
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(b) The Company has only One Class of Shares referred to as Equity Shares having a Face Value of Rs. 2/- per share. Each holder of Equity Share is entitled to One Vote per Share.
(c) Details of Shareholders holding more than 5% Shares in the Company
Class of shares / Name
of shareholder As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016 Number of
shares held (Face Vaue Rs.2)
% holding in that
class of shares
Number of shares
held (Face Vaue Rs.2)
% holding in that
class of shares
Number of shares
held (Face Vaue Rs.2)
% holding in that
class of shares
Equity shares with voting rights
Sandeep T. Agrawal 13682400 5.77% 13523400 5.70% 6761700 5.70% Manoj T. Agrawal 20541600 8.66% 20541600 8.66% 10270800 8.66% Mahendra T. Agrawal 22701600 9.57% 22701600 9.57% 11350800 9.57% Namrata S. Agrawal 44059650 18.57% 43224650 18.22% 23112325 19.48% Pushpa T. Agrawal 21700220 9.15% 21600220 9.10% 10800110 9.10% Tulsiram C. Agrawal 0 0.00% 0 0.00% 12420000 10.47%
Note 13 Other Equity
(₹ In Lakh) Particulars As at March
31, 2018 As at March
31, 2017 As at 1st
April, 2016 (a) Securities Premium
Opening Balance NIL 1,982.00 1,982.00 Add: Premium on Shares issued during the Year NIL NIL NIL Less: Utilised during the Year ( Issue of Bonus Share - Capitalisation of Reserves )
NIL 1,982.00 NIL
Closing Balance NIL NIL 1,982.00 (b) Retained Earnings
Opening Balance 5,023.70 1,171.54 1,486.61 Add: Profit / (Loss) for the Year 2,771.46 6,378.23 2,167.30 Less: Interim Dividend During the Year 2,609.93 2,135.40 2,372.67 Less: Issue of Bonus shares- Capitalised for the
issue of bonus shares NIL 390.67 NIL
Less: Dividend Distribution Tax NIL NIL 109.70 Closing Balance 5,185.23 5,023.70 1,171.54
(c) General Reserve
Opening Balance 1.08 1.08 1.08 Add: Addition during the Year NIL NIL NIL Less: Utilised during the Year NIL NIL NIL Closing Balance 1.08 1.08 1.08
Total 5,186.31 5,024.78 3,154.62
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Note 14 Long Term Provisions (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016 Provision for Gratuity 22.47 19.99 18.50
Total 22.47 19.99 18.50
Note 15 Deferred Tax Liabilities (Net)
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Deferred Tax Liabilities 122.01 92.03 57.86 Total 122.01 92.03 57.86
Note 16 Long-term Borrowings
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Mortgage Loan 1,300.43 NIL NIL
Total 1,300.43 NIL NIL
Note 17 Short-term Borrowings
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
From Banks Working Capital Facilities NIL NIL 3,876.48 Total NIL NIL 3,876.48
Note 18 Trade Payables
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Acceptances NIL NIL NIL Other than Acceptances 36,179.01 9,154.98 874.38
Total 36,179.01 9,154.98 874.38
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Note 19 Other Current Liabilities (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016 Statutory Dues 9.70 5.69 3.79 Payable for Expenses 47.21 8.35 62.46 Advance from Customers 816.45 122.94 2.86 Deposit NIL 6.27 6.27 Unclaimed Dividend 7.94 2.38 40.18 Amounts due to Subsidiaries NIL 10.99 0.02 Total 881.30 156.62 115.58
Note 20 Current Tax Liabilities
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Provision for Income Tax 425.16 356.60 640.36 Provision for Tax on Dividend received from WOS
379.35 NIL NIL
Total 804.51 356.60 640.36
Note 21 Revenue from Operations
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
(a) Sale of various Merchandise 100,633.28 38,215.54 (b) Other Operating Income (Refer Note 21(i) below) 27.22 206.30 Total 100,660.50 38,421.84
Note 21(i)
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Other Operating income comprises: Claim from/to Suppliers/Customers (Net) (11.72) NIL Rate Differences/Discount/Interest on Delay Payment 23.99 49.29 Recovery from Customers towards various Charges 11.39 17.25 Round off 0.06 0.02 Duty Drawback Income 2.47 NIL Other Income 1.03 8.64 Guarantee Commission NIL 131.10 Total 27.22 206.30
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Note 22 Other Income (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year ended
31st March, 2017 Interest on FDRs 6.25 48.79 Dividend from WOS 2,192.25 6,906.40 Net Gain/(Loss) on Sale of Fixed Assets 27.27 (7.99) Rent Income 6.91 26.32 Other Income 203.35 0.39 Total 2,436.03 6,973.91
Note 23 Purchase of Merchandise
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Purchase of various Merchandise 98,284.82 37,025.18
Total 98,284.82 37,025.18
Note 24 Changes in Inventories
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Inventories at the end of the year: Stock-in-Trade 429.75 456.75 Cost of under production film 141.33 NIL Total 571.08 456.75 Inventories at the beginning of the year:
Stock-in-Trade 456.75 227.59 Total 456.75 227.59
Net (Increase) / Decrease (114.33) (229.16)
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Note 25 Film Production Expenses (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year ended
31st March, 2017
Cost incurred during the year 141.33 NIL
Total 141.33 NIL Note 26 Employee Benefit Expenses
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Salaries and Bonus 122.73 120.38
Managerial Remuneration 34.89 29.56
Contributions to Provident Fund 7.01 7.88
ESIC Expenses 1.55 1.48
Gratuity 2.48 2.19
Staff Welfare Expenses 2.20 1.87
Total 170.86 163.36
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Note 27 Finance Costs (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year ended
31st March, 2017
(a) Interest Expense on: (i) Borrowings 450.80 35.24 (ii) Other Interest 11.23 27.76 (b) Other Borrowing Costs (Refer note 27(i) below) 43.55 4.03 Total 505.57 67.03
Note 27(i) Other Borrowing Cost
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Bank Charges 0.46 3.84 Loan Processing Fees 17.74 NIL Loan franking Expense 9.38 NIL Other Finance Charges 15.96 0.19 Total 43.55 4.03
Note 28 Other Expenses
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Insurance Premium 3.26 3.70 Audit Fees (Statuary Audit & Tax Audit) 5.00 3.80 Electricity Expenses 14.90 13.63 Foreign Exchange Losses (To the extent not considered as Finance Cost)
5.75 16.82
Municipal Expenses 4.28 6.12 Repairs & Maintenance 3.10 5.41 Vehicle Repair & Fuel Expenses 37.13 32.63 Rent Expenses 3.15 5.40 Professional Fees 153.34 39.32 Advertisement Expenses 62.82 23.21 Travelling Expenses 39.35 3.41 Other Expenses 212.45 196.98 Total 544.53 350.43
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Note 29 Related Party Disclosures As per Ind AS 24, the disclosures of transactions with the related parties are given below: List of related parties where control exists and relationships:
Sr. no. Name of Related Party Relationship
1 Kushal Impex Pte. Ltd., Singapore Wholly Owned Subsidiary
2 Kashish Worldwide F.Z.E., U.A.E. Wholly Owned Subsidiary
3 Stallion Worldwide (Labuan) Private Limited, Malaysia Wholly Owned Subsidiary
4 Kushal Integrated Industrial Park LLP, India Wholly Owned LLP
5 Sandeep Agrawal Director
6 Manoj Agrawal Director
7 Kushal Agrawal Director
8 CA Vimal Shah Key Managerial Personnel (KMP)
9 CS Khushboo Surana Key Managerial Personnel (KMP)
10 CS Mittali Christachary Key Managerial Personnel (KMP)
11 Ashapura Paper Mills Private Limited Enterprises over which director is
able to exercise significant influence
12 Riddhi Siddhi Recyclers Private Limited Enterprises over which director is
able to exercise significant influence
13 Kushal Wealth Creators Private Limited Enterprises over which director is
able to exercise significant influence
14 Kushal Infrastructure Private Limited Enterprises over which director is
able to exercise significant influence
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Transactions during the year with related parties: (₹ In Lakh)
Sr. No.
Name of Related Party Nature of Transaction 2017-18 2016-17
1 Ashapura Paper Mills Private Limited Purchase of Goods Sale of Goods
1,241.98 919.89
3,318.60 NIL
2 Riddhi Siddhi Recyclers Private Limited Purchase of Goods Sale of Goods
538.22 1,793.73
957.28 1,063.43
3 Kushal Wealth Creators Private Limited Purchase of Goods Sale of Goods
1,244.11 1,221.98
242.05 16.80
4 Kushal Impex Pte. Ltd., Singapore Investments 59.11 59.11 5 Kashish Worldwide F.Z.E., U.A.E. Investments 33.72 33.72 6 Kushal Integrated Industrial Park LLP,
India Investments 5.00 NIL
7 Kashish Worldwide F.Z.E., U.A.E. Dividend Received 2,192.25 6,906.40 8 Kushal Impex Pte. Ltd., Singapore Corporate Guarantee 564.35 600.04 9 Kushal Impex Pte. Ltd., Singapore Guarantee Commission NIL 131.10 10 Kushal Impex Pte. Ltd., Singapore Expenses paid on reimbursement
basis 0.49 1.01
11 Kashish Worldwide F.Z.E., U.A.E. Expenses paid on reimbursement basis
NIL 0.55
12 Sandeep Agrawal- Managing Director Managerial Remuneration 18.47 14.38 13 Manoj Agrawal- Executive Director Managerial Remuneration 10.43 3.40 14 Kushal Agrawal- Executive Director Managerial Remuneration 6.00 1.16 15 CA Vimal Shah Salary 7.44 5.31 16 CS Khushboo Surana Salary 3.46 NIL 17 CS Mittali Christachary Salary 4.47 3.69
Note 30 Corporate Social Responsibility (CSR)
(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the Company during the year is 18.43 Lakh.
(b) Expenditure incurred and spent related to Corporate Social Responsibility is Rs. 18.46 Lakh.
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF, KUSHAL LIMITED, AHMEDABAD Report on the Consolidated Ind AS Financial Statements We have audited the accompanying Consolidated Ind AS financial statements of KUSHAL LIMITED (‘hereinafter referred to as the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) which comprise the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash flow statement and the Consolidated Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (herein after referred to as “Consolidated Ind AS financial statements”) Management’s Responsibility for the Consolidated Ind AS Financial Statements The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Consolidated Ind AS financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Act, read with relevant rules issues thereunder. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act of the concerned jurisdiction for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Ind AS financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these Consolidated Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the Consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment,
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including the assessment of the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the Consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Directors, as well as evaluating the overall presentation of the Consolidated Ind AS financial statements. We believe that the audit evidence obtained by us and by the other auditors in terms of their reports, is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditors, the aforesaid Consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the consolidated state of affairs of the Group as at 31st March, 2018, and its consolidated profit , its cash flows and the consolidated changes in equity for the year ended on that date. Other Matters We did not audit the financial statements and other financial information, in respect of 3 Wholly Owned Subsidiaries and 1 Wholly Owned Limited Liability Partnership whose financial statements reflect total assets of 41353.06 Lakh as at 31st March, 2018 and total revenue of 132880.64 Lakh for the year ended 31st March, 2018, included in the Consolidated Ind AS financial statements. The Financial statements in respect of 2 Wholly Owned Subsidiaries (Kushal Impex Pte. Ltd, Singapore and Kashish Worldwide F.Z.E., U.A.E.) have been audited by other eligible auditors of the respective geographical jurisdiction, whose reports have been furnished to us and our opinion on the Consolidated Ind AS financial statements, to the extent relates to Wholly Owned Subsidiaries, based solely on the basis of reports of such other eligible auditors of the respective jurisdiction. Stallion Worldwide (Labuan) Private Limited, Wholly Owned Subsidiary incorporated in Malaysia is yet to commence its business. Kushal Integrated Industrial Park LLP, Wholly Owned LLP incorporated in India, which is not required to get it books of accounts audited as per the relevant statute, our opinion depends on the management certified financials. Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.
(b) In our opinion, proper books of account as required by law relating to the preparation of aforesaid
consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other
Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.
(d) In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Indian
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Accounting Standards prescribed under Section 133 of the Act, read with relevant rules issued thereunder.
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2018 taken on record by the Board of Directors of the Holding Company, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A” to this report;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its financial position in its Consolidated Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. During the year, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For Shailesh & Co. Chartered Accountants (Shailesh J. Shah) Partner Membership No.040611 FRN No. 114226W Place: Ahmedabad Date: May 30, 2018
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ANNEXURE A To the Independent Auditor’s Report on the Consolidated
Ind AS Financial Statement of Kushal Limited
(Referred to paragraph 1(f) under “Report on Other Legal and Regulatory Requirements’ of our report of even date) Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of KUSHAL LIMITED (“hereafter referred to as the Holding Company”) and its subsidiaries (the Holding Company and subsidiaries together referred to as “the Group”) as of 31st March 2018 in conjunction with our audit of the Consolidated Ind AS financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The respective Board of Directors of the Group is responsible for establishing and maintaining internal financial controls based on the internal financial controls over financial reporting criteria established by these entities considering the essential components of internal financial controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (‘ICAI’)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial controls based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error.
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We believe that the audit evidence obtained by us and by the other auditors in terms of their reports, is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company and its subsidiaries, internal financial controls over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors, the Group has, in all material respects, an adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal financial controls over financial reporting criteria established by the respective companies considering the essential components of internal financial controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India and as per the laws of the country where the concerned company is incorporated. For Shailesh & Co. Chartered Accountants (Shailesh J. Shah) Partner Membership No. 040611 FRN No. 114226W Place: Ahmedabad Date: May 30, 2018
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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2018
(₹ in Lakh) Particulars
Notes As at 31st March,
2018 As at 31st
March, 2017 As at 1st
April, 2016 A ASSETS 1 Non-Current Assets (a) Property, Plant & Equipment 3 1,417.33 2,350.52 1,607.71 (b) Financial Assets (i) Investments 4 259.68 259.68 259.68 (ii) Loans & Advances 5 3,428.75 145.35 136.26 (c) Other Non-Current Assets 6 81.60 94.04 94.95 Total Non-Current Assets (1) 5,187.36 2,849.59 2,098.60 2 Current Assets (a) Inventories 7 588.82 1,535.82 1,193.14 (b) Financial Assets (i) Trade Receivables 8 74,757.82 82,250.28 115,301.32 (ii) Cash and Cash Equivalents 9 132.85 829.76 1,951.17 (iii) Loans & Advances 10 8,830.74 5,598.51 1,710.66 (c) Other Current Assets 11 932.41 0.60 36.01 Total Current Assets (2) 85,242.64 90,214.97 120,192.30 TOTAL ASSETS (1+2) 90,430.00 93,064.56 122,290.90 B EQUITY AND LIABILITIES 3 Equity (a) Equity Share Capital 12 4,745.33 4,745.33 2,372.67 (b) Other Equity 13 28,902.10 20,466.32 11,082.66 Total Equity (3) 33,647.43 25,211.65 13,455.33 4 Liabilities Non-Current Liabilities (a) Provisions 14 22.47 19.99 18.50 (b) Deferred Tax Liabilities (Net) 15 122.01 92.03 57.86 (c) Borrowings 16 1,864.78 563.35 NIL Total Non-Current Liabilities (4) 2,009.26 675.37 76.36 5 Current Liabilities (a) Financial Liabilities (i) Borrowings 17 NIL NIL 10,838.09 (ii) Trade Payable 18 52,986.23 66,566.68 97,104.04 (b) Other Current Liabilities 19 908.67 191.55 144.00 (c) Current Tax Liabilities (Net) 20 878.41 419.31 673.08 Total Current Liabilities (5) 54,773.31 67,177.54 108,759.21 TOTAL EQUITY AND LIABILITIES (3+4+5) 90,430.00 93,064.56 122,290.90 Significant Accounting Policies & Notes to the
Financial Statements 1 to 30
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
(₹ in Lakh except Per Share Data) Particulars Notes For the year ended
31st March, 2018 For the year ended 31st March, 2017
1 Revenue from Operations 21 233,541.14 235,958.42 2 Other Income 22 251.91 97.37 3 Total revenue (1+2) 233,793.05 236,055.79 4 Expenses (a) Purchases of Merchandise 23 220,268.93 219,591.61 (b) Changes in Inventories 24 (132.07) (342.68) (c) Cost of Film Production Expenses 25 141.33 NIL (d) Employee Benefits Expenses 26 246.46 243.30 (e) Finance Costs 27 523.02 387.02 (f) Depreciation and Amortisation Expenses 3 57.83 62.56 (g) Other Expenses 28 912.57 456.16 Total Expenses 222,018.07 220,397.97 5 Profit / (Loss) Before Tax (3 - 4) 11,774.98 15,657.82 6 Tax Expense: (a) Current Tax Expense for Current Year (Tax Provisions) 878.22 1,614.39 (b) (Less): MAT Credit (where applicable) NIL NIL (c) Current tax Expense relating to Prior Years (98.99) (6.28) (d) Net Current Tax Expense 779.23 1,608.11 (e) Deferred Tax Provision 29.98 34.16 Total Tax Expenses 809.21 1,642.27 7 Net Profit / (Loss) for the period (5-6) 10,965.77 14,015.55 8 Other Comprehensive Income (OCI) (a) Items that will not be reclassified to profit or loss NIL NIL (b) Items that will be reclassified to profit or loss NIL NIL Other Comprehensive Income NIL NIL 9 Total Comprehensive Income (7+8) 10,965.77 14,015.55
10 Earnings per share (Face Value of Rs. 2/- each): (a) Basic 4.62 5.91 (b) Diluted 4.62 5.91 Significant Accounting Policies & Notes on Financial
Statements 1 to 30
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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CONSOLIDATED STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018
A. Equity Share Capital
(₹ in Lakh) Balance as on 1st
April, 2016 Changes in Equity
Share Capital during FY 2016-17*
Balance as on 31st
March, 2017
Changes in Equity Share Capital during
FY 2017-18
Balance as on 31st March,
2018
2,372.67 2,372.66 4,745.33 NIL 4,745.33 *Issue of Bonus Shares in the ratio of 1:1 B. Other Equity
(₹ in Lakh) Particulars Securities
Premium Retained Earnings
General Reserve
Foreign Currency
Translation Reserve
Total
As on 31st March, 2017 Balance as on 1st April, 2016 1,982.00 9,092.43 1.08 7.15 11,082.66 Total Comprehensive Income for the year NIL 14,015.55 NIL NIL 14,015.55 Less: Utilised during the Year ( Issue of Bonus Share - Capitalisation of Reserves ) (1,982.00) (390.67) NIL NIL (2,372.67)
Less: Interim Dividend During The Year NIL (2,135.40) NIL NIL (2,135.40) Addition/ (reduction) during the Year NIL NIL NIL (123.82) (123.82) Balance As on 31st March, 2017 NIL 20,581.92 1.08 (116.67) 20,466.32
(₹ in Lakh)
Particulars Securities Premium
Retained Earnings
General Reserve
Foreign Currency
Translation Reserve
Total
As on 31st March, 2018 Balance as on 1st April, 2017 NIL 20,581.92 1.08 (116.67) 20,466.32 Total Comprehensive Income for the year NIL 10,965.77 NIL NIL 10,965.77 Less: Interim Dividend During The Year NIL (2,609.93) NIL NIL (2,609.93) Addition/ (reduction) during the Year NIL NIL NIL 79.94 79.94 Balance As on 31st March, 2018 NIL 28,937.75 1.08 (36.73) 28,902.10
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
(₹ in Lakh)
Particulars For the year
ended 31st March, 2018
For the year ended 31st March, 2017
A. Cash Flow from Operating Activities Net Profit Before Tax as per Statement of Profit and Loss 11,774.98 15,657.83 Adjusted for: Depreciation and Amortisation Expenses 57.83 62.56 Profit/ Loss on sale of Fixed Assets (27.27) 7.99 Gratuity 2.48 2.19 Foreign Exchange Fluctuations 17.10 20.16 Interest Expenses 523.02 387.02 Interest Income (6.25) (52.00) Rent Income (6.91) (45.09) Other Non Cash Incomes 73.37 (5.72) Operating Profit before Working Capital Changes 12,408.34 16,034.93 Adjusted For: Trade & Other Receivables 4,230.30 29,744.77 Inventories 946.99 (342.68) Trade & Other Payables (12,426.85) (30,489.81) Cash Generated from Operations 5,158.79 14,947.21 Direct Tax (paid)/ refund (779.23) (1,936.64) Net Cash Flow from/ (Used in) Operating Activities A 4,379.56 13,010.57 B. Cash Flow from Investing Activities Purchase of Fixed Assets (13.70) (807.80) Sale of Fixed Assets 134.00 NIL Rent Income 6.91 45.09 Interest Income 6.25 9.12 Other Non Current Assets (3,283.41) (35.07) Net Cash Flow from/ (Used in) Investing Activities B (3,149.95) (788.66) C. Cash Flow From Financing Activities Borrowings 1,301.42 (10,274.73) Dividend Paid (2,609.93) (2,135.40) Interest Expenses (523.02) (387.02) Net Cash Flow from/ (Used in) Financing Activities C (1,831.52) (12,797.15) Net Increase/ (Decrease) in Cash & Cash Equivalents D (A+B+C) (601.91) (575.24) Cash & Cash Equivalents at the beginning of the Year E 734.76 1,310.00 Cash & Cash Equivalents as at the end of the Year (D+E) 132.85 734.76
For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer
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Notes forming part of the Consolidated Ind AS Financial Statements for the year ended 31st March, 2018
1. Corporate Information Kushal Limited (KL) is a Public Company listed on BSE domiciled in India incorporated under Companies Act, 1956. The company along with its WOSs (Kushal Group) is engaged in the business of trading of various kinds of merchandise and providing services. 2 Summary of Significant Accounting Policies A. BASIS OF PREPARATION AND PRESENTATION The financial statements have been prepared on the Historical Cost basis. The financial statements of the Company have been prepared to comply with the Indian Accounting Standards (‘Ind AS’), including the rules notified under the relevant provisions of the Companies Act, 2013. Up to the year ended March 31, 2017, the Company has prepared its financial statements in accordance with the requirement of Indian Generally Accepted Accounting Principles (Indian GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006 and considered as “Previous GAAP”. These financial statements are the Company`s first Ind AS Standalone financial statements. . Company’s financial statements are presented in Indian Rupees (`), which is also its functional currency PRINCIPLES OF CONSOLIDATION The consolidated financial statements relate to Kushal Limited (‘the Company’) and its subsidiary companies and Wholly Owned LLP. The consolidated financial statements have been prepared on the following basis: (a) The financial statements of the Company and its subsidiaries and LLP are combined on a line by line basis by adding together like items of assets, liabilities, incomes, expenses and cash flows. (b) Revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the Foreign Currency Translation Reserve. (c) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary/ LLP and the parent’s portion of equity/capital of each subsidiary/ LLP. (d) In case of disposal of investment in subsidiary/LLP, if any, the difference between the proceeds from disposal of investment in subsidiaries/LLP and the carrying amount of its assets less liabilities as on the date of disposal is recognised in the Consolidated Statement of Profit and Loss being the profit or loss on disposal of investment in subsidiary/ LLP.
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B. Inventories Inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, cost of conversion and other costs net of recoverable taxes incurred in bringing them to their respective present location and condition. C. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of recoverable taxes, trade discount and rebates less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its working condition for its intended use and adjustments arising from exchange rate variations attributable to the assets. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Expenses incurred an asset, net of income earned during the development stage prior to its intended use, are considered as pre - operative expenses and disclosed under Capital Work - in - Progress. Depreciation on property, plant and equipment is provided using straight line method. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised. D. Leases Leases are classified as finance leases whenever the terms of the lease, transfers substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Whether a lease is a finance lease or an operation lease depends upon the substance of transaction rather than the form. E. Intangible assets Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates less accumulated amortisation/depletion and impairment loss, if any. Such cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the intangible assets. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.
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F. Borrowing Costs
Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred. G. Impairment of Assets The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs. An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. H. Provisions, Contingent Liabilities and Contingent Assets Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance date. If the outflow is no longer probable, provision is reversed to Income. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Contingent Liability is not recognized but is disclosed, unless the possibility of outflow of economic resources is remote. Contingent Assets are not recognized but disclosed where an inflow of benefits is probable.
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I. Employee Benefits Short Term Employee Benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services. Post-Employment Benefits • Defined Contribution Plans: A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund and ESIC. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service. • Defined Benefit Plans The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act 1972. Provision for gratuity is made without the actuarial valuation. J. Income Taxes The tax expense for the period comprises current and deferred tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the comprehensive income or in equity. In which case, the tax is also recognised in other comprehensive income or equity. - Current tax Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date. - Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period. K. Foreign currencies transactions and translation Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction (average rate is used when they are a reasonable approximate of actual).
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Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss except to the extent of exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings that are directly attributable to the acquisition or construction of qualifying assets, are capitalized as cost of assets. Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items carried at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. L. Revenue Recognition Sale of Goods Revenue from sale of goods is recognised when - the significant risks and rewards of ownership have been transferred to the buyer, - it is probable that the economic benefits associated with the transaction will flow. - The cost incurred or to be incurred in respect of the transaction can be measured reliably, - there is no continuing effective control or managerial involvement with the goods, and the amount of
revenue can be measured reliably. Rendering of Services Revenue from rendering of services is recognised when the outcome of a transaction can be measured reliably. Revenue associated with the transaction shall be recognized with reference to the stage of completion of the transaction at the end of reporting period. When the outcome of the transaction involving rendering of services cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized that are recoverable. Revenue from sale of goods is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. Interest income Interest income from a financial asset is recognised using effective interest rate method. Dividend Income Revenue is recognised when the Company’s right to receive the payment has been established.
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M. Financial Instruments Financial Assets All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting. Investment in subsidiaries The Company has accounted for its investments in subsidiaries at cost. Financial liabilities All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost. N. Long Term Borrowings
Term and conditions
Long term loan taken from IVL Finance Limited under ILAP of ₹ 11.77 Cr @ 11% p.a. The Loan is repayable on monthly 84 instalments and interest payable on monthly basis. The Loan matures in February 2025. The Loan is secured by exclusive charge on Plot No 115 A, B, T ps-No. 20, Kushal House, Opp. Regenta Hotel, Off. C.G. Road, Navrangpura, Ahmedabad, Gujarat-380009.
O. Earnings Per Share Basic EPS is calculated by dividing profit or loss attributable to ordinary equity shareholders by the weighted average number of ordinary shares outstanding during the reporting period. Dilutive EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential ordinary shares. P. Cash Flows Cash and cash equivalent comprise cash on hand and demand deposits, together with short-term, highly liquid investments that are readily convertible to a known amount of cash, and that are subject to an insignificant risk of changes. Investment having maturity of three months or less is classified as cash equivalents. Cash flows are analysed using Indirect method into following three activities: a. Operating activities b. Investing activities c. Financing activities Q. Events after the reporting period Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are approved by the board of directors.
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Events that provide evidence of conditions that existed at the end of the reporting period are classified as adjusting events. Events that are indicative of conditions that arose after the reporting period are classified as non-adjusting events. (i) The Board of Directors, in its meeting held on May 1, 2017, approved a Scheme of Amalgamation of
Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited and Riddhi Siddhi Recyclers Private Limited with Kushal Limited (Formerly known as Kushal Tradelink Limited) and their respective shareholders and creditors. The company has applied for In-principle approval from the Stock exchange/SEBI in May, 2017 and are awaiting the no objection letter from the Stock exchange/SEBI. As the final approval from SEBI as well as requisite approvals, sanctions, consents, observations, clearances from the National Company Law Tribunal (NCLT) and other concerned authorities, are pending, the accompanying Consolidated Ind AS financial statements for the year ended March 31, 2018 have been prepared without giving any effect of the proposed scheme.
(ii) The Board of Directors in its meeting held on September 14, 2017 approved a Composite Scheme of
Compromise and Arrangement between Rainbow Papers Limited and its Secured and Unsecured Creditors and Amalgamation of Rainbow Papers Limited with Kushal Limited (formerly known as Kushal Tradelink Limited) and their respective shareholders and creditors under Section 230-232 of the Companies Act, 2013. However, the requisite legal formalities required to be complied under Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are being pursued. Hence the accompanying Consolidated Ind AS financial statements for the year ended March 31, 2018 have been prepared without giving any effect of the proposed scheme.
R. Operating Segments Operating Segment is a component of an entity: - That engages in business activities from which it may earn revenue and incur expenses - Whose operating results are reviewed regularly to make decisions about resources to be allocated to the
segment and assess its performance and - For which discrete financial information is available. Segment-Wise Revenue Results and Capital Employed
(₹ In Lakh) PARTICULARS Year Ended
31.03.2018 31.03.2017 Audited Audited
1 Segment Revenue a) Kushal Limited, India 100,855.03 38,421.84
b) Kushal Impex Pte Limited, Singapore 68,066.90 27,591.46
c) Kashish Worldwide FZE, U.A.E. 64,813.74 170,076.23
Gross Revenue 233,735.67 236,089.52 Less: Inter Segment Transfer NIL 131.10
Net Revenue 233,735.67 235,958.42 2 Segment Results Profit/Loss before Interest and Tax
a) Kushal Limited, India b) Kushal Impex Pte Limited, Singapore c) Kashish Worldwide FZE, U.A.E.
1,332.85 538.44
9,903.70
920.29 497.19
14,240.34
Profit/Loss Before Interest and Tax 11,774.99 15,657.82 Less: Finance Expenses 523.02 387.02
Total Profit Before Tax 11,251.97 15,270.80
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Less i) Other Unallocable Expenditure Nil Nil
ii)Other Unallocable Income Nil Nil
Total Profit Before Tax 11,774.98 15,657.83 3 Segment Assets
a) Kushal Limited, India b) Kushal Impex Pte Limited, Singapore c) Kashish Worldwide FZE, U.A.E.
49,076.95 10,161.77 31,191.29
19,269.17 21,963.68 51,831.71
Total Segment Assets 90,430.00 93,064.56 4 Segment Liabilities
a) Kushal Limited,India b) Kushal Impex Pte Limited, Singapore c) Kashish Worldwide FZE, U.A.E.
39,309.72 8,860.20 8,612.64
10,481.04 20,960.40 37,123.27
Total Segment Liabilities 56,782.56 68,564.71 S. FIRST TIME ADOPTION OF IND AS The Company has adopted Ind AS with effect from 1st April 2017 with comparatives being restated. The figures for the previous period have been restated, regrouped and reclassified wherever required to comply with the requirement of Ind AS and Schedule. Exemptions from retrospective application (i) Fair value as deemed cost exemption The Company has elected to measure items of property, plant and equipment and intangible assets at its carrying (ii) Investments in subsidiaries and Wholly Owned LLP The Company has elected to measure investment in subsidiaries and wholly owned LLP at cost. T. Previous year’s figure have been recast, regrouped and rearranged, wherever necessary to
confirm to this year’s classification.
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NOTES ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2018
Note 3 Property, Plant & Equipment
(₹ In Lakh)
Tangible assets
Gross block Accumulated depreciation and impairment Net block Balance as at 1 April, 2017
Additions during
the Year
Disposals during the
Year
Balance as at 31
March, 2018
Balance as at
1 April, 2017
Depreciation expense for
the year
Depreciation Eliminated on
disposal of assets during
the Year
Balance as at 31
March, 2018
Balance as at 31
March, 2018
Balance as at 31
March, 2017
Balance as at
1 April, 2016
Tangible Assets:
Owned Assets
(a) Land
Freehold Land 135.23 NIL 106.73 28.50 NIL NIL NIL NIL 28.50 135.23 135.23
(b) Buildings
Own use 2190.52 NIL 794.80 1,395.72 57.90 21.91 NIL 79.81 1315.91 2,132.62 1359.74
(c) Plant and Equipment
Owned Plant & Machinery 46.04 3.31 NIL 49.35 15.68 3.20 NIL 18.88 30.47 30.36 27.32
(d) Furniture and Fixtures
Owned 18.00 7.81 NIL 25.81 11.47 1.17 0.19 12.45 13.36 6.53 4.70
(e) Office Vehicles
Owned 113.45 NIL NIL 113.45 76.27 12.38 NIL 88.65 24.80 37.18 65.96
(f)Commercial Vehicles
Owned 34.11 NIL NIL 34.11 31.17 1.24 NIL 32.41 1.70 2.95 6.35
(g) Office equipment
Owned 0.68 NIL NIL 0.68 0.62 0.02 NIL 0.64 0.04 0.06 0.17
(h) Computers
Owned 30.70 2.28 NIL 32.98 25.11 5.81 0.49 30.43 2.55 5.59 8.24
Total 2568.73 13.40 901.53 1,680.60 218.22 45.73 0.68 263.27 1417.33 2,350.52 1607.71
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Note 4 Non-current Investments (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Investment in Quoted Shares (At Cost) 15.13 15.13 15.13 Investment Properties 244.55 244.55 244.55
Total 259.68 259.68 259.68
Note 5 Long Term Loans and Advances
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
(a) Security Deposits (Unsecured, Considered Good)
13.13 0.96 2.90
(b) Other Advances
Investment Properties 133.36 133.36 133.36 Rainbow Papers Limited 3,271.23 NIL NIL
Other Advances 11.03 11.03 NIL
Total 3,428.75 145.35 136.26 Note 6 Other Non-current Assets
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Unamortised Preliminary Expenses 81.60 94.04 94.95
Total 81.60 94.04 94.95
Note 7 Inventories
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Stock in Trade 447.49 456.75 227.59 Stock in Transit NIL 1,079.07 965.55 Cost of Under Production film 141.33 NIL NIL
Total 588.82 1,535.82 1,193.14
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Note 8 Trade Receivables (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016 Unsecured, Considered Good 74,757.82 82,250.28 1,15,301.32
Total 74,757.82 82,250.28 115,301.32
Note 9 Cash and Cash Equivalents
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Cash and Cash Equivalents Cash on hand 12.13 19.07 18.64 Balances with banks in Current Accounts 112.79 713.31 1,251.18
Balance earnmarked for Unclaimed Dividend 7.93 2.38 40.18
132.85 734.76 1,310.00 Other Bank Balances Margin Money (for LC/Buyers Credit/SBLC) NIL NIL 641.17
Fixed Deposits NIL 95.00 NIL NIL 95.00 641.17
Total 132.85 829.76 1,951.17 Note 10 Short Term Loans and Advances
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Prepaid Expenses 12.82 19.56 181.41 Balance with Tax Authorities 894.49 712.54 480.12 Advance to Suppliers
To Related Parties 5,936.68 4,836.41 1,043.13 To Others 1,431.55 0.42 6.00
Other Advances 549.93 NIL NIL Advance to Employee 5.27 17.27 NIL Short Term Deposits & Other Advances
NIL 12.31 NIL
Total 8,830.74 5,598.51 1,710.66
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Note 11 Other Current Assets (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Interest Accrued but Not Due NIL 0.60 36.01 Other Current Assets 131.04 NIL NIL Property Held for Sale 801.37 NIL NIL
Total 932.41 0.60 36.01 Note 12 Equity Share Capital
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Number of
shares Amount Number of
shares Amount Number of
shares Amount
(a) Authorised Equity Shares of Rs. 2 each with Voting Rights 250000000 5000.00 250000000 5000.00 125000000 2500.00
(b) Issued, Subscribed and Paid Up
Equity Shares of Rs. 2 each with Voting Rights 237266610 4745.33 237266610 4745.33 118633305 2372.67
Total 237266610 4745.33 237266610 4745.33 118633305 2372.67
(a)
(₹ In Lakh) Particulars Opening
Balance Buy back
Issued During the
Year*
Closing Balance
Equity shares with voting rights Year ended 31 March, 2018
- Number of shares 237266610 NIL NIL 237266610 - Amount 4,745.33 NIL NIL 4,745.33
Year ended 31 March, 2017
- Number of shares 118633305 NIL 118633305 237266610 - Amount 2,372.67 NIL 2,372.66 4,745.33
* Bonus Shares in the ratio of 1:1
(b) The Company has only One Class of Shares referred to as Equity Shares having a Face Value of Rs. 2/- per share. Each holder of Equity Share is entitled to One Vote per Share.
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(c) Details of Shareholders holding more than 5% Shares in the Company
Class of shares / Name of shareholder
As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Number of shares
held (Face Vaue Rs.2)
% holding in that
class of shares
Number of shares
held (Face Vaue Rs.2)
% holding in that
class of shares
Number of
shares held
(Face Vaue Rs.2)
% holding in that
class of shares
Equity shares with voting rights
Sandeep T. Agrawal 13682400 5.77% 13523400 5.70% 6761700 5.70% Manoj T. Agrawal 20541600 8.66% 20541600 8.66% 10270800 8.66% Mahendra T. Agrawal 22701600 9.57% 22701600 9.57% 11350800 9.57% Namrata S. Agrawal 44059650 18.57% 43224650 18.22% 23112325 19.48% Pushpa T. Agrawal 21700220 9.15% 21600220 9.10% 10800110 9.10% Tulsiram C. Agrawal Nil 0.00% Nil 0.00% 12420000 10.47%
Note 13 Other Equity
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016 (a) Securities Premium
Opening Balance NIL 1,982.00 1,982.00 Add : Premium on Shares
issued during the Year NIL NIL NIL
Less : Utilised during the Year (Issue of Bonus Share - Capitalisation of Reserves)
NIL 1,982.00 NIL
Closing Balance NIL NIL 1,982.00 (b) Retained Earnings
Opening Balance 20,581.91 9092.43 1,675.98 Add: Profit / (Loss) for the
Year 10,965.77 14,015.55 9,898.82
Less: Interim Dividend during the Year 2,609.93 2,135.40 2,372.67
Less: Issue of Bonus shares- Capitalised for the issue of bonus shares
NIL 390.67 NIL
Less: Dividend Distribution Tax NIL NIL 109.70
Closing Balance 28,937.75 20,581.91 9,092.43
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(c) General Reserve Opening Balance 1.08 1.08 1.08 Add: Addition during the Year NIL NIL NIL Less: Utilised during the Year NIL NIL NIL Closing Balance 1.08 1.08 1.08
(d) Foreign Currency Translation Reserve
Opening balance (116.67) 7.15 (4.03) Add: Addition during the Year 79.94 (123.82) 11.18 Less: Utilised during the Year NIL NIL NIL Closing Balance (36.73) (116.67) 7.15
Total 28,902.10 20,466.32 11,082.66
Note 14 Long Term Provisions
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Provision for Gratuity 22.47 19.99 18.50
Total 22.47 19.99 18.50
Note 15 Deferred Tax Liabilities (Net)
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Deferred Tax Liabilities 122.01 92.03 57.86
Total 122.01 92.03 57.86 Note 16 Long-term borrowing
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Mortgage Loan 1,300.43 NIL NIL Term Loan 564.35 563.35 NIL
Total 1,864.78 563.35 NIL
Note 17 Short-term Borrowings
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
From Banks Working Capital Facilities NIL NIL 10,838.09 Total NIL NIL 10,838.09
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Note 18 Trade Payables (₹ In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Acceptances NIL NIL NIL Other than Acceptances 52,986.23 66,566.68 97,104.04
Total 52,986.23 66,566.68 97,104.04
Note 19 Other Current Liabilities
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Current Maturities of Long Term Debt
NIL 36.69 NIL
Statutory Dues 9.70 6.09 3.79 Payable for Expenses 65.80 17.18 90.90 Advance from Customers 816.45 122.94 2.86 Deposit NIL 6.27 6.27 Unclaimed Dividend 7.93 2.38 40.18 Advance against option to purchase
8.79 NIL NIL
Total 908.67 191.55 144.00
Note 20 Current Tax Liabilities
(₹ In Lakh) Particulars As at March 31, 2018 As at March 31, 2017 As at 1st April, 2016
Provision for Income Tax 499.06 419.31 673.08 Provision for Tax on dividend received from WOS 379.35 NIL NIL
Total 878.41 419.31 673.08
Note 21 Revenue from Operations
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 (a) Sale of various Merchandise 2,26,438.05 2,35,856.94 (b) Other Operating Income (Refer Note 21 (i) below) 7103.09 101.48
Total 233541.14 235958.42
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Note 21(i) (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year ended
31st March, 2017 Other Operating Income comprises: Claim from/to Suppliers/Customers (Net) (17.82) NIL Rate Differences/Discount/Interest on Delay Payment 227.98 54.95 Recovery from Customers towards various Charges 11.39 17.25 Import Claims NIL 20.63 Round Off 0.96 0.02 Duty Drawback Income 2.47 NIL Commission Income 6,861.23 NIL Other Income 16.88 8.63
Total 7,103.09 101.48 Note 22 Other Income
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Interest on FDRs 6.25 52.00 Net Gain/(Loss) on Sale of Fixed Assets 27.27 (7.99) Rent Income 6.91 45.09 Income Tax Refund 4.80 NIL Other Income 206.68 8.27
Total 251.91 97.37 Note 23 Purchase of Merchandise
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Purchase of various Merchandise (Including Opening Stock-in-Transit) 220,268.93 219,591.61
Total 220,268.93 219,591.61
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Note 24 Changes in Inventories (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year Ended
31st March, 2017 Inventories at the end of the year: Stock-in-Trade 447.49 456.75 Stock in transit NIL 1079.07 Cost of under production film 141.33 NIL
Total 588.82 1,535.82 Inventories at the beginning of the year: Stock-in-Trade 456.75 227.59 Stock in transit NIL 965.55
Total 456.75 1,193.14
Net (increase) / decrease (132.07) (342.68) Note 25 Film Production Expenses
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Cost incurred during the year 141.33 NIL
Total 141.33 NIL Note 26 Employee Benefit Expenses
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Salaries and Bonus 137.38 144.44 Managerial Remuneration 95.84 61.70 Contributions to Provident Fund 7.01 7.88 ESIC Expenses 1.55 1.48 Gratuity 2.48 2.19 Staff Welfare Expenses 2.20 1.87 Management Consultancy Charges NIL 23.74
Total 246.46 243.30
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Note 27 Finance Costs (₹ In Lakh)
Particulars For the year ended
31st March, 2018
For the year ended
31st March, 2017 (a) Interest Expense on: (i) Borrowings 450.80 156.76 (ii) Other Interest 11.23 27.76 (b) Other Borrowing Costs (Refer note 27 (i) below) 60.99 202.50
Total 523.02 387.02 Note 27(i) Other Borrowing Cost
(₹ In Lakh) PARTICULARS For the year
ended 31st March, 2018
For the year ended
31st March, 2017 Bank Charges 17.86 202.31 Loan Processing Fees 17.74 NIL Loan franking Expense 9.38 NIL Other Finance Charges 16.01 0.19
Total 60.99 202.50 Note 28 Other Expenses
(₹ In Lakh) Particulars For the year
ended 31st March, 2018
For the year ended
31st March, 2017
Insurance Premium 3.26 3.72 Audit Fees (Statutory Audit & Tax Audit) 18.50 13.62 Electricity Expenses 14.90 13.63 Foreign Exchange Losses (To the extent not considered as Finance Cost) 17.10 20.16
Municipal Expenses 9.37 6.95 Repairs & Maintenance 3.10 5.41 Vehicle Repair & Fuel Expenses 37.13 32.63 Rent Expenses 3.15 6.75 Professional Fees 163.15 39.32 Advertisement Expenses 62.82 23.21 Travelling Expenses 43.94 3.41 Other Expenses 536.15 287.35
Total 912.57 456.16
| 134
Note 29 Related Party Disclosures As per Ind AS 24, the disclosures of transactions with the related parties are given below: List of related parties where control exists and relationships: Sr. no. Name of Related Party Relationship
1 Sandeep Agrawal Director
2 Manoj Agrawal Director
3 Kushal Agrawal Director
4 CA Vimal Shah Key Managerial Personnel (KMP)
5 CS Khushboo Surana Key Managerial Personnel (KMP)
6 CS Mittali Christachary Key Managerial Personnel (KMP)
7 Ashapura Paper Mills Private Limited Enterprises over which Director is able to exercise significant influence
8 Riddhi Siddhi Recyclers Private Limited Enterprises over which Director is able to exercise significant influence
9 Kushal Wealth Creators Private Limited Enterprises over which Director is able to exercise significant influence
10 Kushal Infrastructure Private Limited Enterprises over which Director is able to exercise significant influence
Transactions during the year with related parties:
(₹ In Lakh) Sr. No. Name of Related Party Nature of Transaction 2017-18 2016-17
1 Ashapura Paper Mills Private Limited Purchase of Goods Sale of Goods
1241.98 1179.28
3318.60 2524.75
2 Riddhi Siddhi Recyclers Private Limited Purchase of Goods Sale of Goods
538.22 2304.94
957.28 4729.10
3 Kushal Wealth Creators Private Limited Purchase of Goods Sale of Goods
1244.11 1229.69
242.05 46.64
4 Sandeep Agrawal Managerial Remuneration 18.47 14.38 5 Manoj Agrawal Managerial Remuneration 10.43 3.40 6 Kushal Agrawal Managerial Remuneration 6.00 1.16 7 CA Vimal Shah Salary 7.44 5.31 8 CS Khushboo Surana Salary 3.46 NIL 9 CS Mittali Christachary Salary 4.47 3.69
135 |
Note 30 Corporate Social Responsibility (CSR)
(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the Company during the year is 18.43 Lakh.
(b) Expenditure incurred related to Corporate Social Responsibility is Rs. 18.46 Lakh. For, Shailesh & Co. Chartered Accountants
For and on behalf of the Board of KUSHAL LIMITED
CA Shailesh J. Shah Sandeep Agrawal Manoj Agrawal Partner Membership No. 040611 FRN NO. 114226W
Managing Director (DIN:00239648)
Director (DIN:00225494)
Place: Ahmedabad Date: May 30, 2018
CS Khushboo Surana Company Secretary
CA Vimal Shah Chief Financial Officer