The Directors are pleased to present herewith their Report on the
business and Operation of the Company together with the Audited
financials and Report of Secretarial Auditor for the financial year
ended on 31st March, 2015.
(Rupees in Lacs)
Particulars For the
Year Ended For the Year
Sales 2344.91 1880.60
Other Income 193.99 211.54
Total Income 2538.90 2092.14
Total Expenditure 2363.37 1969.33
Finance Cost & 175.54 122.81
Depreciation 87.21 88.34
Finance Cost 70.49 113.80
Profit/(Loss) before tax 17.83 9.01
Tax 6.64 3.88
Net Profit & (Loss) 11.19 5.12
Paid Up Share Capital 907.61 509.50
EPS (in Rs.) 0.12 0.10
REVIEW OF OPERATIONS
During the year under review the Company has recorded total revenue of
Rs. 2538.90 Lacs as compared to Rs. 2092.14 Lacs for the previous year
and Net Profit of Rs. 11.19 Lacs for the year as compared to a Profit
of Rs. 5.12 Lacs in the previous year. The net profit for this
financial year has increased by approximately more than two times on
account of increase in the sale volume by 25% and reduction in the
Finance cost by 38.07%. The sales for the year under review were Rs.
2344.91 Lacs as compared to Rs. 1880.60 Lacs for the last year. There
has been decrease in other income. The other income for the period
under review is Rs. 193.99 Lacs whereas the same was Rs. 211.54 Lacs in
the last financial year.
Your Company performed better during the year, despite challenging
economic conditions, Your Directors is of the opinion that the Company
has the immense potential and adequate resources to achieve the rapid
rate of growth in the coming years. Your Company hopes to increase its
presence in the business in other Geographical Regions in the coming
years, which will significantly increase the top line and also its
The Board of Directors of your Company is of the opinion that during
the year Company has not generated much profit and keeping in view the
future fund requirements of the Company, your directors do not
recommended any dividend for the financial year ended March 31, 2015.
The Board assures you to present a much strong financial statements in
CHANGE IN SHARE CAPITAL
During the year under consideration there was no change in the
Authorised Share Capital of the Company however the Company has
allotted Equity shares on the preferential basis to the promoters and
non promoters in the month of May in the financial year 2014-15 in
respect of which the application money has been received by the Company
in 2012. The Equity shares allotted as aforesaid has been listed on the
BSE Limited and Delhi Stock Exchange Limited. Your Company has complied
with all the applicable laws regarding the issue, allotment and listing
of Equity Shares on preferential basis.
TRANSFER TO RESERVES
Addition to the reserve is as follows:
Particulars As at 31
March, 2015 As at 31
At The Beginning Of The
Accounting Period 43,480,129 42,968,293
Add: Additions During The Year 1,119,472 511,836
(Balance as per statement of
profit & loss)
Less: Adjusted Depreciation 14,718,515 -
Add; Share Premium 47,773,280 -
Total 77,654,366 43,480,129
The Members of the Company had at its 21st Annual General Meeting held
on 30th September 2014 approved the appointment of M/s. PVSP & Co.,
(Formerly Bhatia Praveen & Co.), Chartered Accountants having
registration No. 08940N as the Statutory Auditor of the Company, upto
the conclusion of Annual General Meeting (AGM) to be held in the
financial year 2018-19 and offer themselves for re-appointment. The
said Auditors have furnished the Certificate of their eligibility for
In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014,
the existing appointment of M/s. PVSP & Co., (Formerly Bhatia Praveen &
Co.), Chartered Accountants, covering the period from the conclusion of
this ensuing AGM until the conclusion of the next Annual to be held in
the financial year 2016-17, is being placed for members' ratification.
The Board recommends the appointment of M/s PVSP & Co., Chartered
Accountants the Statutory Auditors of the Company till the financial
Year 2016-17 subject to ratification of their appointment at every AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors to such continued
appointment and also a certificate from them to the effect that their
appointment, if ratified, would be in accordance with the conditions
prescribed under the Companies Act, 2013 and the rules made thereunder,
as may be applicable.
The Auditor's Report dated 30th May 2015 on the financials statements
of the company for the financial year 2014-15. The explanation to the
qualification of Statutory Auditor is as follows:
Auditors Qualification: We are unable to give our comments on the
amount given for purchase of the property of Rs.129.39 lacs & corporate
advance of Rs.27.34 lacs due to lack of audit evidence.
Management Reply: Management is taking appropriate steps to
substantiate the transactions undertaken to the satisfaction of Auditor
in respect of which Auditor has provided qualified opinion.
The Board has appointed MB & Co., Company Secretaries, to conduct
Secretarial Audit under the provisions of Section 204 of the Companies
Act, 2013 for the financial year 2014-15.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended 31st March,
2015 is annexed herewith and marked as Annexure I to this Report.
Explanation to the Observation of Secretarial Auditor is as follows:
Observation of Auditors: The Board of Directors of the Company is duly
constituted and there was no appointment of Company Secretary as
required under section 203 of the Companies Act 2013.
Directors' Explanation: Company has not appointed Company Secretary as
required under section 203 of the Companies Act 2013 and the rules made
there under during the year under review, as Company is in process
appropriate and competent person to hold the post of Company Secretary.
Observation of Auditors: During the audit period, the Company changed
the designation of Mr. Yashpal Sharma and Mr. Pankaj Gupta at its
Annual General Meeting but no form regarding change in designation of
the said directors has been found at the MCA Site, Ministry of
Corporate Affairs, Government of India.
Directors' Explanation: Mr. Yashpal Sharma and Mr. Pankaj Gupta were
appointed as the Independent Directors of the Company on 1st October
2003. After the implementation Companies Act 2013 there appointment was
formalized by fixing the tenure of independent directors with the
approval of Shareholders in the Annual General Meeting held on
30.09.2014 and there was no change in designation of the said directors
was made. Therefore no form was required to be filed with Registrar of
Observation of Auditors: During the audit period, the Company had
availed loans from Banks and/ or Financial Institutions but the forms
with respect to creation/ modification and/ or satisfaction of charges
were not found at the MCA Site, Ministry of Corporate Affairs,
Government of India.
Directors' Explanation: The Management is taking necessary steps to
file the required with Registrar of Companies which was missed out
Company has appointed Mr. Rajiv Kumar Rattan, Chartered Accountants,
Ghaziabad having Membership No. 510170 as the internal auditor for the
purpose of conducting of the operation of the Company.
DIRECTORS AND KEY MMANAGERIAL PERSONELL
APPOINTMENT AND RESIGNATION
During the financial year 2014-15, Mrs. Megha Agarwal was appointed as
additional Non Executive Director of your Company at the meeting of the
Board of Directors held on 23rd March, 2015 and her tenure was upto the
ensuing AGM and subsequently to be appointed as a Non Executive
Director by the shareholders at the AGM to be held on 30th September,
Further during the year Mr. Dinesh Kumar Dwivedi has resigned from the
Directorship of the Company on 4th September 2014.
In accordance with the requirements of the Companies Act, 2013 the
Directors liable to retire by rotation shall not include Independent
Directors and Additional Director, hence the number of Directors whose
office is liable to retire at the annual general meeting are 3 namely:
1. J.B. Aggarwal
2. Shailesh Gupta
3. Tarun Aggarwal
Mr. Shailesh Gupta the Director of the Company retires by rotation and
being eligible offer himself for Re- appointment.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Company has Designated Mr. Tarun Aggarwal Whole Time Director of the
Company as the Chief Financial Officer of the Company but Company has
not appointed any Company Secretary during the Year. Please refer to
the explanation to the Observation offered by Secretarial Auditor.
The Board of Directors has carried out an annual evaluation of its own
performance and individual directors pursuant to the provisions of the
Companies Act, 2013. The performance of the Board was evaluated by the
Board on the basis of the criteria such as the Board composition and
structure, effectiveness of Board process, information and functioning
etc. The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of individual director to the Board and
committee meetings like preparedness on the issue to be discuss,
meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of
non-independent director, performance of the Board as a whole and
performance of Chairman was evaluated.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to
safeguard and protect its assets as well as to improve the overall
productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is
following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements.
The detailed process of review not only ensures reliability of control
systems and legal compliances with applicable legislation, defined
policies and processes but also reviews efficiency of systems and
ensures safeguarding of tangible and intangible assets.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management and their
remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith
and marked as Annexure II to this Report.
The Company has a Risk Management Manual in place that defines the
policies, lays out the strategies and methodology to decide on the risk
taking ability of the organization.
The Company constantly reviews its exposure to various types of risk,
whether it be regulatory, operational, environmental, financial or
political. The Company has in place adequate systems to ensure
compliance with all regulatory and statutory matters, reviews the same
on a periodic basis and takes appropriate corrective action when
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 in the preparation of the annual
accounts for the year ended 31st March, 2015 and state that:
a. in the preparation of the annual accounts for the financial year
ended on 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern
e. the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) &
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, therefore no statement is required be given
showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules are not
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
No. Name of Director Remuneration Paid
during F.Y. 2015 Ratio
1 Jai Bhagwan 6,00,000 7.14
2 Tarun Aggarwal 4,80,000 5.71
ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year 2014-15:
No. Name of Remuneration Paid Remuneration Percentage
Director during F.Y. 2015 Paid during F.Y. Change
1 Jai Bhagwan 6,00,000 4,50,000 33.33
Aggarwal 4,80,000 3,60,000 33.33
Company has not appointed any Company secretary during the year under
review. Mr. Tarun Aggarwal is Director Finance and Compliance officer
of the Company.
iii) the percentage increase in the median remuneration of employees in
the financial year 2014-15: 37.50%
iv) the number of permanent employees on the rolls of company: 27
v) the explanation on the relationship between average increase in
remuneration and company performance:
During the period under review the increase in the remuneration is
25.54% and the revenue of the Company increased by 25% and the net
profit has been increased to two time in comparison to profit in
previous financial year ended on 31.03.2014.
vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company:
The Remuneration is being paid in Key Managerial personnel to Mr. Jai
Bhagwan Aggarwal, Managing Director of the Company and Mr. Tarun
Aggarwal, Whole Time Director (Finance).
Remuneration paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun Aggarwal
during the period under review is Rs. 600000 and Rs. 480000. The
Performance of the Company has improved drastically during the period.
Total Revenue of the Company increased by 21.38% whereas the profit
before tax and after tax has been almost doubled.
Comparison of Increase in remuneration with performance of Company
vii) variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer, the
variations in the net worth of the Company as at the close of the
current financial year and previous financial year:
Particulars Unit As at 31st As at 31st Variation
March, 2015 March, 2014
Closing rate of share Rs. 9.00 19.95 (54.88)
Net Worth Rs./Lac 1684.15 944.30 78.35
Market Capitalization Rs./Lac 816.85 1016.45 (19.64)
Price Earnings Ratio Rs. 75.00 199.50 (62.41)
viii) Average percentile increase 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:
The average percentage increase in the remuneration of the employees
other than Key Managerial Personnel is 37.50 and the increase in the
remuneration of Key Managerial Personnel is 33.33%.
ix) Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the Company:
The remuneration is paid to Mr. Jai Bhagwan Aggarwal and Mr. Tarun
Aggarwal. Comparison of remuneration paid to each of them and
performance of Company is as follows:
No. Name of Director Remuneration
Paid Revenue Profit
1 Jai Bhagwan Aggarwal 600000 253890363 1119472
2 Tarun Aggarwal 480000 253890363 1119472
x) the key parameters for any variable component of remuneration
availed by the Directors:
No variable component of remuneration is availed by Directors.
xi) the ratio of remuneration of the highest paid Director to that of
the employees who are not Directors but receivable remuneration in
excess of the highest paid director during the year:
There is no employee in the Company who is in receipt of the
remuneration more than Director.
xii) 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
Nomination and Remuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Equity shares of the Company are listed at BSE Limited and Delhi
Stock Exchange Limited. The trading in to the equity shares of the
Company is active on the BSE Limited under B Group.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in
accordance with the Section 188 of the Companies Act, 2013. However,
there were related party transactions. All related party transactions
that were entered by the Company during the financial year were on an
arm's length basis. All related party transactions are presented to the
Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board can be
accessed on the Company's website at the link: www.Kuwerindustries.com
The details of the transactions with related party are provided in the
accompanying financial statements.
Your Company believes and preached the Corporate Governance practices
which are in line with legal requirements of Clause 49 of listing
agreement and Companies Act 2013. The Company has adopted the
practices which are prevalent in the industry. Further Securities and
Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy
Cell/7/2014) dated 15th September 2014 has exempted certain Companies
from mandatory Compliance of provision of clause 49 of listing
agreement entered in to with the Stock Exchange where the Share of the
Company are listed. In terms of said circular every Company which has
paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25
Crore are exempted from complying with the provisions of clause 49 of
The Paid up capital of you company is Rs. 9.08 Crore and Net worth is
Rs. 16.84 Crore therefore your Company is exempted from the complying
with the provision of clause 49, however your director assure you that
your company will continue to follow the good corporate governance
practices. The separate section on corporate governance is being
discontinued and director shall inform the stakeholders in the Board
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following
substantive Committees constituted by the Board function according to
their respective roles and defined scope: - Audit Committee
- Nomination and Remuneration Committee
- Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as
Annexure-III to this Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2015, 10 meetings of the
Board of Directors were held as against the statutory minimum
requirement of 4 times. None of the two Board Meetings have a gap of
more than 120 days between them. The dates of meetings are mentioned
Sr. Date Sr. Date
1. 15.04.2014 3. 15.09.2014
2. 15.05.2014 7. 14.11.2014
3. 26.05.2014 8. 13.02.2015
4. 14.08.2014 9. 17.03.2015
5. 04.09.2014 10. 23.03.2015
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members, including
one is Whole- Time-Director viz. Tarun Gupta and two are Non executive
Independent director viz. Yashpal Sharma, Mr. Pankaj Gupta. Mr. Pankaj
Gupta is heading the Committee.
D) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of
Directors at its meeting held on 30th May, 2014 has adopted a vigil
mechanism/whistle blower policy of the Company. The policy provides a
framework for directors and employees to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. Protected disclosures can
be made by a whistle blower through an email or to the Chairman of the
Audit Committee. The vigil mechanism/whistle blower policy can be
accessed on the Company's website at the link: www.Kuwerindustries.com.
E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace
and during the year under review, your Board has constituted an
Internal Complaints Committee to consider and redress complaints of
sexual harassment & also adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the Company has received no
complaints on sexual harassment.
F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
Particulars of loans given, investments made, guarantees given and
securities provided in the financial statements.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. The Managing Directors of the Company did not receive any
remuneration or commission from subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
SUBSIDIARY & ASSOCIATE COMPANY
The Company does not have any subsidiary and associate Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 and forming part of the Director's report for the year
ended 31st March, 2015 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions related conservation of energy does not apply to the
Company, therefore, the information as provided in Performa given in
Form A under the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is not given. However, the Company is
conscious about its responsibility to conserve energy, power and other
energy sources wherever possible. We emphasis towards a safe and clean
environment and continue to adhere to all regulatory requirements and
The Company has been taking energy saving measures viz., Use of energy
saver electrical equipments, CFL fittings are provided inside the
building for common area lighting in the projects of the Company,
Efficient ventilation system in offices and the projects of the
Moreover, your company emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work
during the year 2014-15. However, in order to minimize its cost and
increase the quality of its projects, your Company is trying to
maintain highest standard of quality.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange, earnings and Outgo are given as below:-
Year 2015 Year 2014 (Amt.) (Amt.) Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated Endeavour towards attainment of better
working results during the current year.
For & on the behalf of the Board of
Directors of Kuwer Industries Limited
Regd. Office: D-1004, Ist Floor
New Friends Colony, New Delhi -
110065 Sd/- Sd/-
Tarun Aggarwal J.B. Aggarwal
Date : 02.09.2015 Whole Time Managing Director
Place: New Delhi DIN: 01320462 DIN: 00315184