83rd - Annual - Report - Kores 17-18
83rd - Annual - Report - Kores 17-18
83rd - Annual - Report - Kores 17-18
NOTICE
NOTICE is hereby given that the 83 rd Annual General M eeting of KORES (INDIA) LIMITED
(CIN:U21198MH1936PLC002494) will be held on Wednesday,12th September, 2018 at 5.00 P.M. at 4th Floor, Ashford
Chambers (City Light Cinema Building), Lady Jamshedji Road, Mahim (West), Mumbai 400 016 to transact the
following business:
ORDINARY BUSINESS:
1. ADOPTION OF AUDITED FINANCIAL STATEMENTS:
To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company
for the financial year ended March 31, 2018 and the Reports of the Board of Directors and the Auditors’ thereon.
2. DECLARATION OF DIVIDEND ON PREFERENCE SHARES:
To confirm and declare dividend on Cumulative Redeemable Preference Shares for the year ended March 31,
2018.
3. DECLARATION OF DIVIDEND ON EQUITY SHARES:
To declare dividend on equity shares for the financial year ended on March 31, 2018
4. APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION:
To appoint a Director in the place of Mr. Raj Kumar Saboo (DIN:00053600), who retires by rotation and being
eligible offers himself for re-appointment.
5. APPOINTMENT OF STATUTORY AUDITORS:
To pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the
Companies Act, 2013 (Act), read with the Companies (Audit and Auditors) Rules, 2014 (Rules), as amended from
time to time, M/s. R. Soni & Co, Chartered Accountants (Firm Registration No.130349W) be and are hereby
appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General
Meeting till the conclusion of 88th Annual General Meeting of the Company on such remuneration as may be
mutually agreed upon by the Board of Directors and the Statutory Auditors;
RESOLVED FURTHER THAT the Board of Directors (including its Audit Committee) of the Company be and is
hereby authorised to do all acts and take such steps as may be considered necessary or expedient to give effect
to the aforesaid resolution.”
SPECIAL BUSINESS:
6. REVISION IN REMUNERATION PAYABLE TO MR. ANAND KUMAR THIRANI (DIN: 00082344) – MANAGING
DIRECTOR OF THE COMPANY:
To consider and, if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and Schedule V to the Companies Act, 2013
(“the Act”) and Rules made thereunder to the extent applicable if any, approval and consent of the Company be
and is hereby accorded to the revision in terms of remuneration payable, as set out in explanatory statement
annexed to this notice, to Mr. Anand Kumar Thirani (DIN: 00082344) – Managing Director of the Company with
effect from April 1, 2018 with liberty to the Board of Directors (which shall be deemed to include Nomination and
Remuneration Committee of the Board of Directors) to fix, alter, and vary the terms and conditions of appointment
and / or remuneration as it may deem fit subject to the same not exceeding the limits specified in Section 197
read with Schedule V of the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;
RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during his
tenure as an Managing Director, Mr. Anand Kumar Thirani be paid the remuneration as set out in the statement
annexed to the notice as per Schedule V of the Companies Act, 2013;
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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one Director of the Company
or Company Secretary be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and
things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications
and return for the purpose of giving effect to this resolution along with filing of necessary e-form(s) with concerned
Registrar of Companies.”
7. APPOINTMENT OF MR. SAMEER MEHTA (DIN: 02945481) AS JOINT MANAGING DIRECTOR OF THE
COMPANY AND REVISION IN REMUNERATION PAYABLE TO HIM:
To consider and, if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and Schedule V to the Companies Act,
2013 (“the Act”) and Rules made thereunder to the extent applicable if any, approval and consent of the Company
be and is hereby accorded to the appointment of Mr. Sameer Mehta (DIN: 02945481) as Joint Managing Director
of the Company, by change in his designation from Executive Director to Joint Managing Director, w.e.f. 10th August,
2018, liable to retire by rotation and to the revision in terms of remuneration, as set out in explanatory statement
annexed to this notice, payable to him with effect from October 1, 2017 with liberty to the Board of Directors (which
shall be deemed to include Nomination and Remuneration Committee of the Board of Directors) to fix, alter and
vary the terms and conditions of appointment and / or remuneration as it may deem fit subject to the same not
exceeding the limits specified in Section 197 read with Schedule V of the Companies Act, 2013 or any statutory
modification(s) or re-enactment thereof;
RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during his
tenure as an Joint Managing Director, Mr. Sameer Mehta be paid the remuneration as set out in the statement
annexed to the notice as per Schedule V of the Companies Act, 2013;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one Director of the Company
or Company Secretary be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and
things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications
and return for the purpose of giving effect to this resolution along with filing of necessary e-form(s) with concerned
Registrar of Companies.”
8. APPOINTMENT OF MR. VIVEK BAGRI (DIN: 03527490) AS JOINT MANAGING DIRECTOR OF THE COMPANY
AND REVISION IN REMUNERATION PAYABLE TO HIM:
To consider and, if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and Schedule V to the Companies Act,
2013 (“the Act”) and Rules made thereunder to the extent applicable if any, approval and consent of the Company
be and is hereby accorded to the appointment of Mr. Vivek Bagri, (DIN: 03527490) as Joint Managing Director
of the Company, by change in his designation from Executive Director to Joint Managing Director, w.e.f. 10th August,
2018, liable to retire by rotation and to the revision in terms of remuneration, as set out in explanatory statement
annexed to this notice, payable to him with effect from October 1, 2017 with liberty to the Board of Directors (which
shall be deemed to include Nomination and Remuneration Committee of the Board of Directors) to fix, alter and
vary the terms and conditions of appointment and / or remuneration as it may deem fit subject to the same not
exceeding the limits specified in Section 197 read with Schedule V of the Companies Act, 2013 or any statutory
modification(s) or re-enactment thereof;
RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during his
tenure as Joint Managing Director, Mr. Vivek Bagri be paid the remuneration as set out in the statement annexed
to the notice as per Schedule V of the Companies Act, 2013;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any one Director of the Company
or Company Secretary be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and
things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications
and return for the purpose of giving effect to this resolution along with filing of necessary e-form(s) with concerned
Registrar of Companies.”
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9. APPOINTMENT OF BRANCH AUDITORS:
To consider and, if thought fit, to pass with or without modification(s) the following resolutions as Ordinary
Resolutions:
(a) M/S. V.B.S. & CO, FOR PEFCO AND CHAKAN FOUNDRY DIVISION:
“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies
Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or
modification thereof, M/s. V.B.S. & Co, Chartered Accountants, Pune be and are hereby appointed as the Branch
Auditors to audit the accounts of the Pefco and Chakan Foundry Division of the Company, situated at Pune to
hold office from the conclusion of this Annual General Meeting till the conclusion of 88th Annual General Meeting
of the Company on such remuneration including out of pocket expenses and other expenses as may be mutually
agreed by and between the Board of Directors and the Auditors;
RESOLVED FURTHER THAT the any one of the Directors or the Company Secretary of the Company be and is
hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give
effect to this resolution.”
(b) M/S. NPM & ASSOCIATES, FOR ENGINEERING DIVISION:
“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies
Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or
modification thereof, M/s. NPM & Associates, Chartered Accountants, Indore be and are hereby appointed as
the Branch Auditors and to audit the accounts of the Engineering Division of the Company, situated at Pithampur,
M.P. to hold office from the conclusion of this Annual General Meeting till the conclusion of 88th Annual General
Meeting of the Company on such remuneration including out of pocket expenses and other expenses as may be
mutually agreed by and between the Board of Directors and the Auditors;
RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby
authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give effect
to this resolution.”
10. RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITORS:
To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the
Companies Act, 2013 (Act) read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to
time, the Company does hereby ratify the remuneration of Rs. 2,25,000/- plus applicable taxes and out of pocket
expenses payable to M/s. A.G. Anikhindi & Co, Cost Accountants (Firm Registration Number 100049), who have
been appointed by the Board of Directors as the Cost Auditors of the Company, to conduct audit of the cost records
of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the financial year
2018-19;
RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is
hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give
effect to this resolution.”
11. ACCEPTANCE OF DEPOSITS:
To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 (“Act”) read with
the Companies (Acceptance of Deposits) Rule 2014 and other applicable provisions, if any, and subject to such
conditions, approvals, permissions, as may be necessary, consent of the members be and is hereby accorded
to the Board of Directors to invite/accept fixed deposits from members and public within the limits prescribed
under the Act;
RESOLVED FURTHER THAT any one Director of Company or Company Secretary, be and is hereby authorised
to issue the circular in the form of advertisement, which has been approved by the Board of Directors of the
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Company at their meeting held on August 10, 2018, and which delineates the salient features of the Fixed Deposit
Scheme of the Company and other relevant particulars as prescribed by the Act and the Rules;
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and
is hereby authorized to do such acts, deeds, matters and thing as they may in their absolute discretion consider
necessary, proper, expedient, desirable or appropriate and take all necessary and desirable steps for the aforesaid
purpose and matters incidental thereto.”
12. ALTERATION OF ARTICLES OF ASSOCIATION :
To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of sections 14 and other applicable provisions of the Companies
Act, 2013, read with rules thereunder including any amendment, re-enactment or modification thereof, approval
of the Shareholders be and is hereby granted for alteration in the Articles of Association as under:
After Article 99 (c) of the Articles of Association of the Company, the following Heading and the paragraph
thereunder be and is hereby added
Heading: The same individual may be the Chairperson cum Managing Director and/or Chief Executive Officer.
The same individual may, at the same time, be appointed as the Chairperson of the Company as well as the
Managing Director and/or Chief Executive Officer of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is
hereby authorized to do such acts, deeds, matters and thing as they may in their absolute discretion consider
necessary, proper, expedient, desirable or appropriate and take all necessary and desirable steps for the aforesaid
purpose and matters incidental thereto.”
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Notes:
1. The relative explanatory statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the special
business under item Nos. 6 to 12 of the accompanying Notice is annexed hereto.
2. Pursuant to Section 105 of the Act, read with Rule 19 of the Companies (Management and Administration) Rules,
2014, a Member entitled to attend and vote at the Annual General Meeting (AGM) is also entitled to appoint a
Proxy to attend and vote at the AGM instead of himself/ herself and the Proxy need not be a Member of the Company.
As per the said Section of the Act and Secretarial Standard-2 (SS-2) issued by The Institute of Company Secretaries
of India, a Proxy can act on behalf of Members not exceeding 50 and holding in aggregate not more than 10%
of the total issued share capital of the Company carrying voting rights. However, a Member holding more than
10% of the total issued share capital of the Company carrying Voting Rights may appoint a single person as Proxy
and such person shall not act as a Proxy for another person or Shareholder. The instrument of Proxy, in order to
be effective, should be deposited at the Registered Office of the Company at least 48 hours prior to the
commencement of AGM. Proxy form is annexed to this report.
3. Members / Proxies are requested to hand over the attached ‘Attendance Slip’ duly filled in, at the entrance of the
venue of the Meeting for attending the Meeting.
4. As informed to all members vide letter dated August 3, 2018, the Company has appointed Universal Capital
Securities Private Limited a SEBI registered share transfer agent, as Registrar & Share Transfer Agent (RTA)
for your Company.
The Members are requested to address all queries / correspondence relating to Company’s shares to Company’s
Registrars & Share Transfer Agents having address at :Universal Capital Securities Private Limited, Unit:
Kores (India) Limited, 21, Shakil Niwas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East),
Mumbai – 400093, Tel No.: +91-22-28207203/04/05 Fax No.: +91-22-28207207, Email: [email protected] , Web
site: www.unisec.in
Your Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) and National
Securities Depository Limited (NSDL) for dematerialisation of shares of the company and both depositories have
issued and activated the ISIN NO :INE00KO01019.
Therefore, the members now have an option to demat equity shares of the Company held by them. The request
for demat of shares has to be sent to your bank/depository participant (DP) with whom you are holding your
demat account.
The shareholders are requested to take note of the above.
The members holding shares in physical form are requested to notify change of address or bank mandates, under
their signatures to Universal Capital Securities Private Limited, Unit : Kores (India) Limited, 21, Shakil Niwas,
Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai – 400093 the RTA of the Company
quoting Folio Numbers. Members holding shares in electronics i.e. demat form may update such details with
their respective Depository Participants (DPs).
5. The Register of Members and Share Transfer Books of the Company will remain closed from the September 6,
2018 to September 12, 2018 (both days inclusive) for the purpose of payment of dividend.
6. A Dividend recommended by the Board, if approved at the Annual General Meeting shall be payable to members
whose names appear on the register of members on September 5, 2018.
7. The Register of Directors, and Key Managerial Personnel and their shareholding maintained under Section 170
of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested
under Section 189 of the Companies Act, 2013 will be available for inspection at the Annual General Meeting.
8. In terms of applicable provisions of the Companies Act, 2013, the amount of dividend remaining unclaimed or
unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be
transferred to the Investor Education and Protection Fund. Those members who have so far not en-cashed their
dividend warrants for the below mentioned financial years, may claim or approach the Company for the payment
thereof as the same will be transferred to the Investors Education and Protection Fund of the Central Government
the respective dates mentioned below. Intimation in this regard is being sent to the concerned shareholders
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periodically. Kindly note that after such date, the members will have to claim such dividend from such Investor
Education and Protection Fund in accordance with the Rules prescribed by the Central Government under the
Companies Act, 2013.
Sr. No. Financial Year(s) To be Transferred to IEPF
1. 2010-2011 27.10.2018
2. 2015-2016 04.10.2023
3. 2016-2017 11.10.2024
9. Pursuant to section 125 of the Companies Act, 2013 all unclaimed dividends for the financial years ended prior
to March 31, 2010 have been transferred to the Investors Education and Protection Fund. Members may claim
such dividend from such fund in accordance with the Rules prescribed by the Central Government under the
Companies Act, 2013.
10. Over the years, as a result of allotment of shares arising out of earlier mergers, there is possibility of a member
having multiple folios. We request the member to consolidate multiple folios existing in the same name and in
identical order. Many of the members have already done so. In case you decide to consolidate your folio, you are
requested to forward your share certificates to the RTA’s Address or Company‘s registered address.
11. Members are requested to note that in case of transfer, deletion of name of deceased member, transmission and
transposition of names in respect of shares, submission of photocopy of PAN Card of the transferee(s), surviving
holder(s), legal heir(s) and joint holders(s) respectively, along with other necessary documents at the time of
lodgment of request for these transactions, is mandatory.
12. Members desiring any information relating to this Annual Report are requested to write to the Company well in
advance so as to enable the management to keep the information ready.
13. Members are requested to bring their copies of Annual Report at the meeting.
14. In order to promote “Green Initiative” taken by Ministry of Corporate Affairs permitting paperless compliance and
faster communications, Members who have not registered their e-mail address so far are requested to register
their e-mail address with the Company.
15. Voting Through Electronic Means:
Pursuant to the provisions of Section 108 of the Companies Act, 2013 (Act), read with Rule 20 of Companies
(Management and Administration) Rules, 2014, as amended from time to time, the Company is providing remote
e-Voting facility and ballot forms to all the shareholders. A member can opt only one mode to vote either through
ballot form or remote e-Voting. If member casts vote through both modes then only vote cast through remote
e-Voting will prevail. Members who have not cast their vote through remote e-Voting shall be allowed to vote at
the ensuing Annual General Meeting (AGM) through Ballot Paper.
The members who have cast their vote by remote e-Voting shall not be entitled to cast their vote again at the AGM,
however, such members will be entitled to attend the AGM.
Mr. Roy Jacob (Membership No.: 9017 and COP No.: 8220) has been appointed as the Scrutinizer for 83 rd Annual
General Meeting. Scrutinizer will also scrutinize the ballot forms and ensure that the remote e-Voting process is
conducted in a fair and transparent manner.
16. The instructions for shareholders for voting electronically are as under:
(i) The voting period begins on September 9, 2018 at 9.00 a.m. and ends on September 11, 2018 at 5.00 p.m. During
this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on
the cut-off date (record date) of September 5, 2018 may cast their vote electronically. The e-voting module shall
be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website of CDSL i.e. www.evotingindia.com.
(iii) Click on Shareholders / Members
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
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(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number which is mentioned in address label as sr no
affixed on Annual Report, in the PAN field.
In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the name
in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence
number 1 then enter RA00000001 in the PAN Field.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
OR Date of Birth (DOB) recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company please
enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (iv).
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(xix) Note for Non – Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of
the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com, under help section or write an email to
[email protected].
(xxi) The date of commencement of e-voting is September 9, 2018 at 9.00 a.m and ends on September 11, 2018 at
5.00 p.m. The e-voting module will be disabled for voting thereafter by CDSL.
(xxii) Shareholders can opt for only one mode of voting i.e. either by physical ballot or by electronic mode. If the shareholder
opts for voting by electronic mode, then he/she should not vote by physical ballot also and vice-versa. However,
in case Shareholders (s) cast their vote both by physical ballot and by electronic mode, then voting done by electronic
shall prevail and voting done by physical will be treated as invalid.
(xxiii) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting
user manual for Shareholders available at the “downloads” section of www.evotingindia.com .
(xxiv) if you are already registered with CDSL for e-voting then you can use your exiting user ID and password for
casting your vote.
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EXPLANATORY STATEMENTS
The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013, set out all material
facts relating to Items Nos.6 to 12 of the accompanying Notice dated August 10, 2018.
Item No.6:
On the recommendation of Nomination & Remuneration Committee at its meeting held on March 12, 2018, subject to
the approval of the Shareholders, remuneration payable to Mr. A. K. Thirani has been revised w.e.f April 1, 2018.
The details required under Schedule V Section II in respect of remuneration are given at the end of the Explanatory
Statement.
Except Mr. R.K.Saboo, Independent Directors and Key Managerial Personnel (KMP) of the Company or their relatives,
other Executive Directors are concerned or interested, financial or otherwise, in the resolution set out at Item No.6.
Item No.7:
The Board of Directors of the Company at its meeting held on August 10, 2018, on the recommendation of Nomination
& Remuneration Committee, subject to approval of Shareholders, appointed Mr. Sameer Mehta as Joint Managing
Director of the Company with effect from August 10, 2018, by change in his designation from Executive Director to
Joint Managing Director.
On the recommendation of Nomination & Remuneration Committee at its meeting held on November 16, 2017, subject
to the approval of the Shareholders, remuneration payable to Mr. Sameer Mehta has been revised w.e.f October 1, 2017.
The details required under Schedule V Section II in respect of remuneration are given at the end of the Explanatory
Statement.
Except Mr. R.K. Saboo, Mr. Vivek Bagri, Independent Directors and Key Managerial Personnel (KMP) of the Company
or their relatives, other Executive Directors are concerned or interested, financial or otherwise, in the resolution set
out at Item No.7
Item No.8:
The Board of Directors of the Company at its meeting held on August 10, 2018, on the recommendation of Nomination
& Remuneration Committee, subject to approval of Shareholders appointed Mr. Vivek Bagri as Joint Managing Director
of the Company with effect from August 10, 2018, by change in his designation from Executive Director to Joint
Managing Director.
On the recommendation of Nomination & Remuneration Committee at its meeting held on November 16, 2017,
subject to the approval of the Shareholders, remuneration payable to Mr. Vivek Bagri has been revised w.e.f October
1, 2017.
The details required under Schedule V Section II in respect of remuneration are given at the end of the Explanatory
Statement.
Except Mr. R.K. Saboo, Mr. Sameer Mehta, Mrs. Nandini Mehta, Independent Directors and Key Managerial Personnel
(KMP) of the Company or their relatives, other Executive Directors are concerned or interested, financial or otherwise,
in the resolution set out at Item No.8.
Item No.9:
It is proposed to appoint M/s. M/s. V.B.S. & Co, Chartered Accountants, to audit the accounts of Pefco and Chakan
Foundry Divisions at Pune and M/s. NPM & Associates, Chartered Accountants to audit the accounts of Engineering
Division located at Pithampur, M.P. from the conclusion of this Annual General Meeting till the conclusion of 88 th
Annual General Meeting of the Company
None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested,
financially or otherwise, in the resolution set out at Item No.9.
Item No.10:
The Company is required under Section 148 of the Companies Act, 2013 to have the audit of its cost records conducted
by a Cost Accountant in Practice. The Board of Directors of the Company has on the recommendation of the Audit
Committee, approved the appointment and remuneration of M/s. A. G. Anikhindi and Co., the Cost Auditors of the
Company to conduct audit of cost records of the Company for products covered under the Companies (Cost Records
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and Audit) Rules, 2014 for the financial year 2018-19, at a remuneration of Rs. 2,25,000/- plus reimbursement and
out-of-pocket expenses.
In accordance with the provisions of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules,
2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the
Board of Directors in its meeting held on August 10, 2018, has to ratified by the members of the company.
None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested,
financially or otherwise, in the resolution set out at Item No.10.
Item No.11:
The Company has a Fixed Deposit Scheme, pursuant to the provisions of the Companies Act. 2013 read with the
Companies (Acceptance of Deposits) Rules 2014, wherein, it accepts unsecured deposits from members and public.
Sections 73, 74(1) and 76 of the Companies Act, 2013 (“Act”), relating to the acceptance of deposits by Companies from its
members and from public and Companies (Acceptance of Deposits) Rules,2014, apply to public companies having net
worth of not less than Rs. 100 Crores (Rupees One Hundred Crore) or turnover of not less than Rs. 500 Crore (Rupees
Five Hundred Crore). Since, the Act and the Rules would be applicable to the Company’s existing Fixed Deposit Scheme;
it would necessitate the Company to comply with the requirements of the Act and also to ensure compliance with the Rules,
before commencing acceptance/renewal of unsecured deposits from its members and public.
Attention of the members is drawn to the provisions of the Act, which requires any Company inviting/accepting deposits
to obtain credit rating from a recognized credit rating agency. The Company has obtained credit rating for its Fixed
Deposit Scheme from CRISIL which has granted a rating of “FA-Stable”.
The Board of Directors of the Company at its meeting held on August 10, 2018 have subject to approval of the
members, approved the acceptance/renewal of unsecured deposits by the Company from its members and public.
The Board has also approved the circular of acceptance of unsecured deposits from members and public.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested,
financially or otherwise, in the resolution set out at Item No.11.
Item No.12:
Pursuant to provisions of section 14 of the Companies Act, 2013, Articles of Association of the Company may be
altered with the approval of the members by passing a special resolution.
Accordingly, approval of shareholders is sought to make change in the Articles of the Company as mentioned in the
resolution to enable the same individual to be appointed as Chairperson cum Managing Director and/or Chief Executive
Officer of the Company.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested,
financially or otherwise, in the resolution set out at Item No.12.
Disclosure as per Part II Section II (B) para (iv) of second proviso of Schedule V of the Companies Act,
2013 are as under:
I. GENERAL INFORMATION:
Given hereinabove.
Specific Information:
Nature of Industry Manufacturing
Date or expected date of Commercial Production N.A. since the Company has already commenced its
business activities
11
Financial Performance based on given indicators: (Amount in Lakhs)
Particulars March 31, 2015 March 31, 2016 March 31, 2017
Total Income 75831.31 66664.52 64034.96
Profit Before Tax 963.46 1064.40 849.12
Profit After Tax 852.20 877.32 702.26
Foreign Investments or collaborations, if any - NIL
II. INFORMATION ABOUT THE APPOINTEES
Mr. A. K. Thirani Mr. Sameer Mehta Mr. Vivek Bagri
12
Details of Directors seeking re-appointment / appointment / revision in remuneration at the Annual General Meeting
As per Secretarial Standard - 2 (SS - 2) on General Meetings
Name of Director Mr. A. K. Thirani Mr. Sameer Mehta Mr. Vivek Bagri
Expertise in specific functional Mr. A.K. Thirani is serving on the Expertise in Product Expertise deciding and
areas Board of the Company since development & Product outlaying budgets, Managing
1981. He is having the rich identification projects and project teams,
experience in Office Products forming partnerships with
Stationery, Textiles, Pharma & domestic and international
Engineering Industry. Partner/Company
Directorships held in other 1. CAST TECH PRIVATE 1. CAST TECH PRIVATE 1. ARRAYSTORM LIGHTING
Companies LIMITED LIMITED PRIVATE LIMITED
(excluding foreign 2. ARRAYSTORM LIGHTING 2. IMAGINE MARKETING 2. LIVE DARSHAN INDIA
companies and Section 8 PRIVATD LIMITED PRIVATE LIMITED PRIVATE LIMITED
companies) 3. SHASHI TRADEWELL 3. ADAPPT INTELLIGENCE
PRIVATE LIMITED PRIVATE LIMITED
4. ADAPPT INTELLIGENCE
PRIVATE LIMITED
15
In Banking Sector, Division introduced a high end new 4+1 pocket Currency Sorter from Hitachi and also a Low-end
Currency Sorter with Cheque Scanning facility. The Division has planned to introduce some new products in the
Currency Management system.
The Division is confident of showing better performance in the current Financial Year.
3. PHARMACEUTICALS & CHEMICALS DIVISION:
The division is currently exporting APIs & Pharmaceuticals Intermediate to many European, Latin American, South
Asian, Middle East countries and aim to target highly regulatory market such as US & Japan in next couple of years.
In this year Division successfully developed and awaiting for Scaled up new products like Lapatinib Intermediate,
Roflumilast, Telenigliptin, Pentoxifylline and Bromhexine HCL etc. Divisions has plans to introduce few new products
in near future like Etoricoxib, Pentoxifylline (EP).
It is expected that all the new products will add substantially to the higher levels of growth and margin.
4. FOUNDRY DIVISION:
The Division serves the automobile as well as non-automobile sector. There was a growth of about 20% in the off-take
from Automobile as well as Non-Auto Sector. The Commercial and Passenger Vehicle demand is expected to grow
aided by healthy demand from infrastructure related segments, improving macro-economic scenario and favourable
regulatory developments such as emission and fuel efficiency norms. Looking at the market scenario and increased
customer demand, the Company is in the process of putting a Greenfield Foundry project at Halol, Gujarat. The
performance of the Division is expected to be steady during the years to come.
5. ENGINEERING DIVISION:
The Division manufactures Hydrostatic core drilling rigs & other related products for mineral exploration. This Division
is Market leader for supply of hydrostatic core drilling rigs. Division also undertakes comprehensive annual maintenance
contract & provide guarantee for more than 90% uptime of the machines.
During the year, Division has developed product in new segment of solid & liquid waste management e.g. Garbage
Compactor, Vacuum Road sweeper, Sewer jetting machines, etc. Significant revenues from this segment will start
from 2019-20.
Central Government continues to take significant steps to boost mining sector & change in mining policy, etc. During
the year 2017-18, Division have doubled the CAMC revenues & very ambitious to record the growth in this segment.
Division’s order book position is reasonably good at the end of the year & expected good growth with better profitability in
2018-19.
6. INTERNATIONAL BUSINESS DIVISION;
The International Business Division began its operations from July 2010 onwards. This Division caters to the overseas
markets for our Stationery range of products. The main brands are AMBASSADOR for the Office Stationery and
KOOL TOOLZ for the School Stationery products.
The division posted a 15% growth in sales in its stationery range over the previous year on the back of strong growth
in African and Middle Eastern markets. A few key markets like Ethiopia continue to struggle with forex shortages,
however the division has been consciously working on diversifying its market base and starting business in erstwhile
unexplored territories such as Latin America and the CIS. The division is confident of being able to post growth
numbers in the period to come.
7. REAL ESTATE DIVISION:
There were no major activities and development during the year.
EXPORTS:
The Company made exports worth Rs 7309.11 Lacs during the year against to Rs. 7001.53 Lacs in the previous year.
SHARE CAPITAL:
During the year under review, there was no change in the share capital structure and the paid up capital of the
Company as on 31st March, 2018 was Rs.1300.00 lakhs, consisting of 1,10,00,000 equity shares of Rs 10/- each and
16
2,00,000 9% Redeemable Cumulative Preference Shares of Rs 100/-. The 2,00,000 11% Redeemable Cumulative
Preference Shares issued 30th November, 1997 were redeemed on 30th November, 2017 and new 2,00,000 9%
Redeemable Cumulative Preference Shares were issued and allotted on 15th December, 2017 on private placement
basis.
DIVIDEND:
Your Directors recommend for your consideration payment of dividend of Rs 0.75 per equity share on 1,10,00,000
equity shares of Rs 10/- each, Rs 11 per share on 2,00,000 11% Redeemable Cumulative Preference Shares of Rs
100/- each for the period (1st April to 30th November, 2017) and Rs 9 per share on 2,00,000 9% Redeemable Cumulative
Preference Shares of Rs 100/- each for the period (15th December, 2017 to 31st March, 2018) at the ensuing Annual
General Meeting.
Particulars Rs. In Lakhs
On 1,10,00,000 fully paid up equity share of Rs. 10/- each @ Rs 0.75 per share 82.50
On 2,00,000 Redeemable Cumulative Preference Shares of Rs. 100/- per share 19.98
Corporate Dividend Tax 20.86
FUTURE OUTLOOK:
World Bank estimates India economic growth to remain strong for the financial year 2018-2019. The Company expects
a positive change in the sectors of economy where Company’s divisions are active.
The Company expects to widen its base in respective market by introduction of new products in Office Products
Division (OPD), Business & Computer Systems Divisions (BCSD), Pharmaceuticals & Chemicals Division and
Engineering Division.
17
Sr.No. Name of Directors Attendance for Board Meetings held during the year 2017-2018
June 13th August 1st November 16th March 12th
2017 2017 2017 2018
1. Mr. S. K. Thirani Yes Yes Yes No
2. Mr. A. K. Thirani Yes Yes Yes Yes
3.. Mrs. Rekha Thirani Yes Yes Yes No
4. Mr. R. K. Saboo Yes Yes Yes Yes
5. Mr. Sameer Mehta Yes Yes Yes Yes
6. Mr. Vivek Bagri No Yes Yes Yes
7. Mrs. Nandini Mehta No Yes No No
8. Mr. K.G.Menon No No Yes Yes
9. Mr. J. P. Gupta No No Yes Yes
10. Mr. Ashoke Banerjee No Yes Yes Yes
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee,
Nomination & Remuneration Committee and Compliance of the Committees.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY :
Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received requisites declaration
from each Independent director of the Company stating that they meet the criteria of independence as per 149(6) of
the Companies Act, 2013.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial
statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures
is given as “Annexure-I”.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(1)( c) of the Companies Act, 2013, the Directors confirm to the best of their knowledge and
belief that:
(a) In the preparation of the annual accounts, 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 basis; and
(e) 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.
18
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up
Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
A copy of the Sexual Harassment policy has been kept in the company premises and is available for viewing of the
Company’s employees and shareholders.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT-9 forms part of this Annual Report as Annexure II.
AUDITORS’ REPORT:
The observations made in the Auditors’ Report, read with the relevant notes thereon are self-explanatory and on the
same do not call for any further comments.
FIXED DEPOSITS:
The deposits totaling to 916 worth of Rs.723.30 Lacs matured and paid and during the year, 116 deposits remained
unclaimed worth Rs. 55.95 Lacs on 31.03.2018.
AUDITORS:
Statutory Auditors:
M/s R. Soni & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion
of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint M/s R. Soni &
Co as statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of 88 th
Annual General Meeting, subject to approval of members at Annual General Meeting.
It is proposed to appoint M/s. VBS & CO, Chartered Accountants, Pune as Branch Auditors for Pefco & Chakan
Foundry Divisions at Pune, and M/s. NPM & Associates, Chartered Accountants, Indore as Branch Auditors for the
Engineering Division from the conclusion of this Annual General Meeting till the conclusion of 88th Annual General
Meeting, subject to approval of members at Annual General Meeting.
Cost Auditors:
As per the Cost Audit Orders, Cost Audit is applicable to the Company’s Pharmaceutical and Chemicals, Engineering
and Foundry divisions of the Company for the FY 2018-19.
In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies
Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. A.G.Anikhindi & Co; Cost Accountants
have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year
2018-19. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In
view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.
Secretarial Auditors :
In terms of Section 204 of the Act and Rules made there under, M/s. Roy Jacob & Co., Practicing Company Secretary
has been appointed Secretarial Auditors of the Company for the financial year 2018-19. The report of the Secretarial
Auditors is enclosed as “Annexure III” to this report.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has been posted on the
website of the Company under Investors - Vigil Mechanism Policy.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or
unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the
Investors Education and Protection Fund.
19
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Regulatory/Government.
Your company has implemented several best practices though not mandatory as part of good corporate governance.
INFORMATION PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH THE
COMPANIES (ACCOUNTS) RULES, 2014 AS APPLICABLE TO THE COMPANY:
(a) CONSERVATION OF ENERGY
Your Company was conserving the energy in the past. In the year under review, further steps have been taken for
conserving the energy is provided in the Form A and Form B of the Annual Report.
(b) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company has earned Foreign exchange equivalent to Rs.7309.11 Lacs whereas
Foreign Exchange worth Rs. 4264.38 Lacs were spent.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on an arm’s length basis and in
ordinary course of business. There were no materially significant related party transactions entered into by the Company
with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for
approval, wherever required.
Related Party Transactions in accordance with the Section 188 of the Companies Act, 2013 form part of the Notes to
the financial statements provided in this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of Loans, Guarantees or Investments in accordance with the Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Annual Report.
COMMITTEES
Audit Committee:
The audit committee of the Company comprises following Members:
Dr. Ashoke Banerjee - Chairman (w.e.f 13th June, 2017)
Mr. J. P. Gupta - Member
Mr. R. K. Saboo - Member
All the members of the Committee are eminent professional and drawn upon their experience across a wide spectrum
of functional areas such as finance and corporate strategy. Scope of the Committee is in consonance with the provision
of Section 177 of the Company Act, 2013.
Nomination and Remuneration Committee:
The Nomination & Remuneration Committee of the Company comprises following members:
Mr. A.K. Thirani - Member
Mr. J. P. Gupta - Member
Dr. Ashoke Banerjee - Chairman (w.e.f. 13th June, 2017)
In terms of its reference of its constitution, the Committee from time to time reviews, assesses and recommends the
performance of the managerial personal on a periodical basis and also reviews their remuneration package and
recommends suitable revision to the Board.
Corporate Social Responsibility Committee:
The Company’s vision is to be a global benchmark in value creation and corporate citizenship following on from the
Company’s motto where Value is Tradition. The Company has constituted a Corporate Social Responsibility Committee
whose members are as follows:
20
Mr. Anand Kumar Thirani - Chairman
Mr. Rajkumar Saboo - Member
Mr. J. P. Gupta - Member
The Report of the Corporate Social Responsibility activities is enclosed as “Annexure IV” to this Report.
Share Transfer and Stakeholders Relationship Committee:
The Share Transfer and Stakeholders’ Relationship committee of the Company comprises following Members:
Dr. Ashoke Banerjee - Chairman (w.e.f 13th June, 2017)
Mr. Sameer Mehta - Member
Mr. R. K. Saboo - Member
RISK MANAGEMENT POLICY:
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active
approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective,
the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk
related issues.
In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business
risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these
risks are assessed and steps as appropriate are taken to mitigate the same.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments, affecting the financial position of the Company which have occurred
between March 31, 2018 and the date of this report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere appreciation for the timely and excellent assistance and
co-operation extended by Financial Institutions, Bankers, Customers, stakeholders and other statutory authorities.
Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all
levels.
21
FORM A
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
Particulars Pharmaceuticals & Foundry
Chemicals Division Division
Current Previous Current Previous
Year Year Year Year
A) Power & Fuel Consumption
1. Electricity :
a) Purchased
Unit (in '000 KWH) 6158.82 6032.56 50437 47324
Total Amount (Rs.) 47603750 44616393 374237930 344414533
Rate / Unit (Rs.) 7.73 7.40 7.42 7.28
b) Own Generation
i) Through Diesel Generator
Unit ('000 KWH) 92.76 19.63 140332 100556
Units per Ltr. of Diesel Oil 3.08 3.57 3.05 2.91
Cost / Unit 19 19 19.34 20.26
(Rs.) 2713427 2037270
Foundry
Producation (molten metal)
Kgs. - - 60,544,392 55,598,765
22
FORM B
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT OF TECHNOLOGY ABSORPTION,
RESEARCH AND DEVELOPMENT (R & D), ETC.
23
Annexure I
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 or associate companies or
joint ventures
Part A Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
1. Sl.No. 1
4. Reporting period for the subsidiary concerned, if different from the holding company’s reporting
period - 2017-18
5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries – Not Applicable
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations - JK Gypsum Pvt Ltd.
2. Names of subsidiaries which have been liquidated or sold during the year - Nil
24
Part B
Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and
Joint Ventures
1. Names of associates or joint ventures which are yet to commence operations - Nil
2. Names of associates or joint ventures which have been liquidated or sold during the year - Nil
25
Annexure II
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 NIC Code of the % to total turnover of the
main products / services Product/service company
1 Manufacture & Trading of Office 21098 28.27
Stationery, Accessories &
Allied products
26
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-
S. No. Name and Address of CIN / GLN Holding % of Application
Company Subsidiary/ share Section
Associate hold
1 Arraystorm Lighting Pvt. Ltd. U31503KA2013PTC071934 Associate 30 2(6)
2 Quality Ink Pvt. Ltd. U36991MH1961PTC012155 Associate 49.89 2(6)
3 Cast Tech Pvt. Ltd. U29300MH2016PTC286112 Associate 30 2(6)
4 J. K. Gypsum Pvt. Ltd. U74110JK2010PTC003231 Subsidiary 99 2(87)
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A] Category-wise Share Holding
Category of No. of Shares held at the beginning No. of Shares held at the end of % Change
Shareholders of the year [As on 1st April-2017] the year [As on 31-March-2018] during the
Year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF NIL 5685691 5685691 51.69 NIL 5687905 5687905 51.71 0.02
b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Bodies Corp. NIL 1492738 1492738 13.57 NIL 1492738 1492738 13.57 NIL
e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total shareholding NIL 7178429 7178429 65.26 NIL 7180643 7180643 65.28 0.02
of Promoter (A)
B. Public
Shareholding
1. Institutions
a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Banks / FI NIL 184 184 NIL NIL 184 184 NIL NIL
c) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Venture Capital NIL NIL NIL NIL NIL NIL NIL NIL NIL
Funds
f) Insurance NIL NIL NIL NIL NIL NIL NIL NIL NIL
Companies
g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL
h) Foreign Venture NIL NIL NIL NIL NIL NIL NIL NIL NIL
Capital Funds
i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (B)(1):- NIL 184 184 NIL NIL 184 184 NIL NIL
2. Non-Institutions
a) Bodies Corp.
i) Indian NIL 2856559 2856559 25.97 NIL 2856706 2856706 25.98 0.01
27
Category of No. of Shares held at the beginning No. of Shares held at the end of % Change
Shareholders of the year [As on 1st April-2017] the year [As on 31-March-2018] during the
Year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Individuals
i) Individual
shareholders holding NIL 964828 964828 8.77 NIL 961959 961959 8.74 (0.03)
nominal share capital
up to Rs. 1 lakh
ii) Individual
shareholders holding
nominal share capital NIL NIL NIL NIL NIL NIL NIL NIL NIL
in excess of
Rs 1 lakh
c) Others -specify NIL NIL NIL NIL NIL NIL NIL NIL NIL
Non Resident Indians NIL NIL NIL NIL NIL NIL NIL NIL NIL
Overseas Corporate
Bodies NIL NIL NIL NIL NIL NIL NIL NIL NIL
Foreign Nationals NIL NIL NIL NIL NIL NIL NIL NIL NIL
Clearing Members NIL NIL NIL NIL NIL NIL NIL NIL NIL
Trusts NIL NIL NIL NIL NIL NIL NIL NIL NIL
Foreign Bodies -D R NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (B)(2):- NIL 3821387 3821387 34.74 NIL 3818665 3818665 34.72 (0.02)
Total Public
Shareholding NIL 3821571 3821571 34.74 NIL 3818665 3818665 34.72 (0.02)
(B)=(B)(1)+ (B)(2)
C. Shares held by
Custodian for NIL NIL NIL NIL NIL NIL NIL NIL NIL
GDRs & ADRs
Grand Total (A+B+C) NIL 11000000 11000000 100 NIL 11000000 11000000 100 NIL
B) Shareholding of Promoter-
SN Shareholder’s Name Shareholding at the Shareholding at the % change in
beginning of the year end of the year shareholding
during the year
No. of % of total %of Shares No. of % of total %of Shares
Shares Shares of Pledged / Shares Shares of Pledged /
company encumbered company encumbered
to total to total
shares shares
1 MR. S.K. THIRANI 277978 2.52 NIL 277978 2.52 NIL NIL
2 MR.A.K. THIRANI 5044085 45.86 NIL 5046299 45.88 NIL 0.02
3 MRS. REKHA THIRANI 35764 0.33 NIL 35764 0.33 NIL NIL
4 MRS.NEHA THIRANI BAGRI 225589 2.05 NIL 225589 2.05 NIL NIL
5 MR. A. K. THIRANI & MR. SAMEER
MEHTA 20 0.00 NIL 20 0.00 NIL NIL
6 MRS. NANDINI MEHTA 100469 0.92 NIL 100469 0.92 NIL NIL
28
C) Change in Promoters’ Shareholding (please specify, if there is no change)
SN. Particulars Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of % of total No. of % of total
shares shares of the shares shares of the
company company
At the beginning of the year (01-04-2017) 7178429 65.26 - -
1. Transfer 2214 0.002 - -
At the end of the year (31-03-2018) 7180643 65.28 7180643 65.28
29
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount 7845.55 4008.97 1735.59 13590.11
ii) Interest due but not paid - - 2.26 2.26
iii) Interest accrued but not due - 158.04 85.83 243.87
Total (i+ii+iii) 4167.01 1823.68 13836.24
Change in Indebtedness during the
financial year
* Addition 1517.47 3462.39 1028.22 6008.08
* Reduction 1507.12 3665.84 723.05 5896.01
Net Change 10.35 (203.45) 305.17 112.07
Indebtedness at the end of the financial
year
i) Principal Amount 7855.90 3805.52 2040.76 13702.18
ii) Interest due but not paid - - 6.39 6.39
iii) Interest accrued but not due - 179.05 100.34 279.39
Total (i+ii+iii) 7855.90 3984.57 2147.49 13987.96
30
VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :
Type Section of the Brief Details of Authority Appeal made,
Companies Description Penalty / [RD / NCLT if any
Act Punishment / / COURT] (give Details)
compounding
fees imposed
A. COMPANY
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
B. DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
C. OTHER OFFICERS
IN DEFAULT
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
31
Annexure - III
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the
Companies (Appointmentand Remuneration Personnel) Rules, 2014]
To,
The Members,
KORES (INDIA) LIMITED,
I have conducted the secretarial audit of the Company for checking the compliance of applicable statutory provisions
and the adherence to good corporate practices as defined in the current scenario / industry by KORES
(INDIA)LIMITEDhaving the CIN No.U21198MH1936PLC002494(hereinafter called ‘the Company’). Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate statutory compliances
and expressing my opinion thereon.
Based on my verification of the 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, 2018according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder:
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder:
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder:
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: Not applicable
to the Company
(v) 1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) and which are applicable to the company:Not applicable to the Company
(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,
2015.
2. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) and which are not applicable to the company : Not applicable to the Company.
(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, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009:
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999:
(e) 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.
(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: :
(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998:
(vi) There are no other laws as may be specifically applicable to the Company on the basis of documents/ information
produced to us.
32
Other Regulatory provisions/laws applicable to the company are:-
(a) The Employees Provident Fund & Miscellaneous Provisions Act, 1952
(b) The payment of Bonus Act, 1965
(c) ESI Act, 1948
(d) The payment of Gratuity Act, 1972.
I have also examined compliance with the applicable clauses of the following:-
(i) Secretarial Standards 1 & 2 issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. 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. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
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 as per the information & explanation given to us the company is generally regular in depositing
with the appropriate authorities undisputed statutory dues including Provident Fund, ESI, Income Tax, Wealth Tax,
Service Tax, Value Added Tax and other statutory dues applicable to it.
I further report that I rely on statutory auditors reports in relation to the financial statements and accuracy of financial
figures for sales Tax, Wealth Tax, Value Added Tax, Related Party Tax, Provident Fund etc. as disclosed under the
financial statements of the Company.
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:
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these Secretarial Records based on our 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 the test basis to ensure
that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed
provide a reasonable basis for of opinion.
3. Wherever required, I have obtained the Management Representation about the compliance of Laws, Rules
and Regulations and happening of events, etc.
4. 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 documents/procedures on
the test basis.
5. The secretarial audit report is neither an assurance as to the future viability of the company nor the efficacy or
effectiveness with which the management has conducted the affairs of the company.
Company Secretaries
Roy Jacob
Proprietor
Place:Mumbai FCS No. 9017
Date : 28/07/2018 COP No.: 8220
33
Annexure - IV
REPORT ON CSR ACTIVITIES DURING FY 2017-18
[Pursuant to Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014]
CORPORATE SOCIAL RESPONSIBILITY
34
3. Contribution and (iv) Mumbai 60,000 50,000 50,000 Direct
maintenance of
Natural resources
Note:
The above activities, as mentioned in above table, are undertaken by the Company through Registered Trusts.
Affirmation: We, the undersigned, hereby affirm that the implementation and monitoring of various CSR projects and
activities are in compliance with the CSR Policy and objectives of the Company, as approved by the Board of Directors
of the Company.
35
R. SONI & COMPANY
CHARTERED ACCOUNTANTS
INDEPENDENT AUDITOR’S REPORT
1509, GHANSHYAM ENCLAVE, NEW LINK ROAD For R. SONI & COMPANY
Nr. LALJI PADA POLICE CHOWKI, Chartered Accountants
KANDIVALI (WEST) FRN -130349W
MUMBAI-400067
Dated - 10 th day of August, 2018 RAJESH SONI
Partner
Membership No - 133240
ANNEXURE “A” REFERRED TO IN OUR INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO THE MEMBERS OF
KORES (INDIA) LIMITED (‘THE COMPANY’) ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2018
On the basis of the information and explanation furnished to us and the books and record examined by us in the normal course
of audit and to the best of our knowledge and belief we report that,
1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its
fixed assets.
b) According to the information and explanation given to us and report received from other divisional auditors the fixed
assets have been physically verified except Foundry division during the year by the management and other division any
discrepancies noticed at the end of the year, the discrepancies are under reconciliation with the Fixed Assets register.
Necessary adjustments are carried out in current year.
c) According to information and explanation given to us and on the basis of our examination of records of the company the
title deed of immovable properties are held in name of the company
2. a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.
b) According to the information and explanation given to us the procedures of physical verification of Inventories followed
by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.
c) In our opinion and according to the information and explanation given to us the Company is maintaining proper records
of Inventory. The discrepancies noticed on verification between the physical stocks and the book records were stands
adjusted in the books of accounts.
3. The company has granted loans (including interest) of Rs.971.37 (P.Y. Rs.110.43 lacs) to subsidiary company, parties covered
in register maintained under section 189 of the Companies Act, 2013.
4. In our opinion and according to the information and explanations given to us, the company has complied with wherever applicable,
the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and securities
made.
5. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions
of section 73 to 76 or any provisions of Companies Act 2013 and the companies (Acceptance of Deposits) Rules,1975 with
regard to the deposits accepted from the public. No order has been passed by the company Law Board.
6. As per information and explanation given by the management, maintenance of cost records have been prescribed by the
Central Government sub section 1 of section 148 of the Companies Act, 2013 and we are of the opinion that prima-facie the
prescribed accounts and records are being maintained.
7. a) According to the information and explanations given to us and on the basis of our examination of the books of accounts,
the company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Provident
1509, GHANSHYAM ENCLAVE, NEW LINK ROAD For R. SONI & COMPANY
Nr. LALJI PADA POLICE CHOWKI, Chartered Accountants
KANDIVALI (WEST) FRN -130349W
MUMBAI-400067
Dated - 10 th day of August, 2018 RAJESH SONI
Partner
Membership No - 133240
1509, GHANSHYAM ENCLAVE, NEW LINK ROAD For R. SONI & COMPANY
Nr. LALJI PADA POLICE CHOWKI, Chartered Accountants
KANDIVALI (WEST) FRN -130349W
MUMBAI-400067
Dated - 10 th day of August, 2018 RAJESH SONI
Partner
Membership No - 133240
REVENUE
Revenue from Operations S 63,568.15 63,184.90
Other Income T 1,116.65 850.06
Total Revenue (I) 64,684.80 64,034.96
EXPENSES
Cost of materials consumed U 18,889.52 19,006.80
Purchase of stock in trade V 13,478.81 12,906.45
Changes in inventories of finished goods, WIP and stock in trade W 325.05 1,684.59
Cost of Construction Project X - -
Employee benefit Expenses Y 9,337.19 9,361.05
Finance costs Z 1,529.36 1,591.49
Depreciation and Amortization expenses K 1,325.94 1,251.94
Other Expenses AA 18,025.64 17,383.52
Total Expenses (II) 62,911.51 63,185.84
Profit / (Loss) before Extraordinary items and Tax (I-II) 1,773.29 849.12
Tax expenses
For Current Tax 398.00 173.00
For Deferred Tax D 316.74 163.24
For Earlier Year Tax - (16.38)
Less : MAT Credit Entitlement (398.00) (173.00)
Profit / (Loss) for the year 1,456.55 702.26
Less :
i) Income Tax & Wealth Tax (Net) 17.24 (60.23)
ii) Interest & Dividend Income 128.48 (145.72) 77.87 (17.64)
b) (Increase) / Decrease in Current Assets
i) Inventories 267.95 1,723.38
ii) Sundry Debtors (1,596.23) (202.48)
iii) Loans & Advances (62.71) 939.57
iv) Loans to Subsidiary Companies (860.94) (2,251.93) (110.43) 2,350.04
c) Increase / (Decrease) in Current Liabilities 2,259.54 (3,911.15)
NET CASH FROM OPERATION 3,908.76 1,645.04
INVESTMENT ACTIVITIES
i) Purchase of Fixed Assets/Capital Work in Progress (3,565.70) (1,998.46)
ii) Sale Proceeds of Fixed Assets 1,502.29 965.28
iii) (Increase) / Decrease in Investment (Net) (157.98) (179.88)
iv) Diminution / (Profit) Loss on Sale of Investment (2.02) 1.74
iv) Interest & Dividend Income 127.10 81.84
NET CASH (USED IN) FROM INVESTING ACTIVITIES (2,096.31) (1,129.48)
FINANCING ACTIVITIES
i) Increase / (Decrease) in Cash Credit (Net) (502.64) (1,309.56)
ii) Increase / (Decrease) in Term Loans (Net) 512.98 1,679.33
iii) Increase / (Decrease) in Unsecured Loan (Net) 101.44 625.70
iv) Interest Paid (1,489.70) (1,542.27)
v) Dividend Paid (104.50) (77.00)
vi) Tax on Distributed Profit (21.27) (33.59)
NET CASH (USED IN) FROM FINANCING ACTIVITIES (1,503.69) (657.39)
NET CHANGE IN CASH AND CASH EQUIVALENTS 308.76 (141.84)
CASH & CASH EQUIVALENT AS AT BEGINNING OF THE YEAR 612.04 753.88
CASH & CASH EQUIVALENT AS AT THE END OF THE YEAR 920.80 612.04
Refer Note AB 12 in respect of Textile Division for Discontinued Operations.
As per our report annexed For & on behalf of the Board
For R. SONI & COMPANY
Chartered Accountants A. K. Thirani
(FRN No.130349W) Managing Director
Rajesh Soni (DIN : 00082344)
Partner - (M.No.133240) R. K. Saboo
1509, Ghanshyam Enclave, New Link Road, Executive Director
Nr. Lalji Pada Police Chowki, Kandivali (West) (DIN : 00053600)
Mumbai, the 10th day of August, 2018 Chintamani Thatte Rajesh Sharma
Company Secretary CFO
44 Standalone Financial Statement
NOTE A : SHARE CAPITAL `. in Lacs
No. of As at As at
Share 31-03-2018 31-03-2017
Authorised :
Equity Shares of Rs.10/- each 1,50,00,000 1,500.00 1,500.00
9% Redeemable Cumulative Preference Shares of Rs.100/- each 2,50,000 250.00 250.00
1,750.00 1,750.00
Commercial Units Nos 301, 302 & 202 at Ashford 459.01 511.37 Repayable in 82 monthly Deutsche 600.00
Chambers, Mahim, Mumbai -400016 installment ending on January Bank
2025.
Commercial Units Nos 301, 302 & 202 at Ashford 386.72 429.96 Repayable in 83 monthly Deutsche 500.00
Chambers, Mahim, Mumbai -400016 installment ending on February, Bank
2025.
Commercial Units Nos 301, 302 & 202 at Ashford 121.39 148.97 Repayable in 43 monthly Deutsche 160.00
Chambers, Mahim, Mumbai -400016 installment ending on October, Bank
2021.
Commercial Units Nos 301, 302 & 202 at Ashford 252.54 311.67 Repayable in 42 monthly Deutsche 340.00
Chambers, Mahim, Mumbai -400016 installment ending on Bank
September, 2021.
Plot situated at Pawne, Navi Mumbai - 400705 267.55 305.36 Repayable in 80 monthly ICICI 385.00
installment ending on Bank
November-2024
1) The above term loan from banks for projects are further secured by personal guarantee of Shri A. K. Thirani,
(Managing Director) of the Company.
Vehicle Finance is secured by the respective Vehicles. 251.30 129.70 The assets acquired under
Vehicle Finance for fixed period
of time.
Total 946.51 279.42
Less Current portion of long term borrowing 346.21 130.82
(Refer Note - I)
Long Term Borrowing as disclosed in Note - C 600.30 148.60
1) Term Loan sanctioned under Equipment Finance by Tata Capital Financial Services Ltd. for Rs.500 Lacs during
F.Y. 2017-18 and started availing from April-2018.
I. Tangible Assets
Land - (Leasehold) 68.74 - - 68.74 10.63 0.61 - 11.24 57.50 58.11
Land - (Freehold) 423.60 - 10.54 413.06 - - - - 413.06 423.60
Building (on freehold & 8502.12 326.36 - 8828.48 1986.66 229.14 0.01 2215.79 6612.70 6515.46
Leasehold Lands)
Plant & Machinery 18830.25 3000.69 4470.67 17360.27 11946.33 871.22 3673.72 9143.83 8216.44 6883.92
Furniture & Fixture 648.60 39.56 25.85 662.31 466.77 36.29 22.73 480.33 181.96 181.83
Motor Cars & Vehicles 615.68 249.56 214.90 650.34 226.83 68.10 112.05 182.88 467.47 388.85
Office Equipments 1239.22 110.18 95.22 1254.18 977.19 96.69 90.11 983.77 270.41 262.03
Bore-wells & Water Connections 10.25 - - 10.25 6.77 0.89 - 7.66 2.59 3.48
Total 30338.46 3726.35 4817.18 29247.63 15621.18 1302.94 3898.62 13025.50 16222.13 14717.28
II. Intangible Assets
Computer Software (ERP) 392.21 205.58 0.16 597.63 372.15 23.00 0.15 395.00 202.63 20.06
Total 392.21 205.58 0.16 597.63 372.15 23.00 0.15 395.00 202.63 20.06
Total (I+II+III) 30730.67 3931.93 4817.34 29845.26 15993.33 1325.94 3898.77 13420.50 16775.97 15454.78
Previous Year 31435.73 1517.90 2222.96 30730.67 16466.08 1251.94 1724.69 15993.33 15454.78
Note : K-1
- Building Rs.144.27 lacs for ownership flats in a co-operative housing society. The Society is registered and the share certificate will be
received in due course.
- Depreciation for the year includes Rs.0.61 lacs (Previous year Rs.0.61 Lacs) being Lease Hold Premium Written off.
- Building includes Rs.3491.04 lacs for office premises 3 units at ‘Ashford Chambers’. The formation of ‘Condominium’ has completed and
share certificate is yet to be received.
- As per AS-16 the Interest cost on Borrowing for acquiring Fixed Assets & Capital Work in Progress amounting of Rs.64.65 lacs (Previous
Year Rs.84.78 lacs) has been capitalised in the respective Assets.
NOTE L : NON-CURRENT INVESTMENTS - LONG TERM :
`. in Lacs
Particulars Face Value No. of As on As on
Rs. Securities 31-03-2018 31-03-2017
Unquoted :
7 Years National Saving Certificates
(Deposited with Govt. Dept.) - 2.00
Other Investments
427.21 269.23
* As per SEBI Circular dated October 10, 2016 the Share are delisted.
** Figures below Rs.500 are taken as Rs. Nil.
As at 31-03-2018 As at 31-03-2017
Book Value Market Value Book Value Market Value
`. in Lacs `. in Lacs `. in Lacs `. in Lacs
Aggregate Value of :
Quoted Investments 66.15 60.17 70.19 55.91
Unquoted Investments 361.06 199.04
M-1 : Company has given the guarantee to SBI Bank Jammu on behalf of Subsidiary company of JK Gypsum pvt ltd
as per sanction letter of the bank that we will maintain to the extent unsecured loan of Rs. 500 lacs.
NOTE N : INVENTORIES
Inventories (including goods in transit)
Raw materials & Components (At cost) 1,179.72 1,068.28
Stock in Process
- At Cost 369.62 447.85
- At lower of works cost or net realisable value 1,571.13 1,928.62
7,230.16 7,498.11
793.34 853.21
Other Debts 11,726.06 10,069.95
12,519.40 10,923.16
O-1 Sundry Debtors considered doubtful Rs.506.53 lacs (previous year Rs.437.28 lacs) out of which Rs.437.19 lacs
(previous year Rs.347.32 lacs) are under litigation. A provision of Rs.172.45 lacs (previous year Rs.150.37 lacs)
has been made in the books of accounts. The balances of Sundry Debtors are subject to confirmation.
P-1 Earmarked against margin of FD’s scheme for Rs.222.28 Lacs included in FD with banks.
Q-1 Advances for Goods & Expenses includes doubtful Rs.111.51 lacs (P.Y. Rs.127.02 lacs) out of which Rs.9.98 lacs
(P.Y. Rs.9.98 lacs) under litigation. A Provision of Rs.Nil (Previous Year Rs.Nil) has been made in the books of
accounts.
Q-2 Advances for Employee includes Rs.0.76 lacs under litigation (Previous year Rs.0.76 lacs).
X-1 * Cost of building under construction Rs.1061.79 Lacs includes Rs.450.14 Lacs towards development rights and
balance towards Construction of 16th Building, completed upto 5th Slab “Vishakha” in the project “Nakshtra” is
sub-judice because one of the residents of the Nakshtra has challenged the construction. Appeals filed by him on
two occasions were rejected by the Trial and District Court, Thane. The matter is now pending before the Hon’ble
High Court, Bombay. The Arguments completed on 05.07.2018 and reserved for order.
The Company is registered in the RERA vide Certificate No.P51700010524.
9,337.19 9,361.05
1,529.36 1,591.49
Particulars Office Business & Pharmace- Real Estate ENGG Others Elimination Total
Stationery, Foundry Computer uticals & Division
Accessories Division System Chemical
& Allied Division Division
Products
REVENUE
External Sales & Other Income 20544.02 26882.29 3766.57 9212.72 - 3426.55 724.14 64556.29
18174.25 22106.80 6484.26 10636.14 - 2805.78 3749.82 63957.05
Segment Result (Before Interest, 371.49 1734.91 (182.84) (27.91) (41.49) 1058.70 261.30 3174.16
Extra Ordinary Item) 463.67 1296.09 34.41 512.70 (0.06) 728.35 (674.19) 2360.97
We have audited the accompanying consolidated financial statements of KORES (INDIA) LIMITED, hereinafter referred
to as ‘the company’) and its subsidiaries (the company and its subsidiaries together referred to as “the Group”)
comprise the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss, and
the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
The company’s Board of Directors is responsible for the preparation of these consolidated financial statements in
terms of the requirement of the company act, 2013 (hereinafter referred to as ‘the Act’) that give a true and fair view
of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group
in accordance with the accounting principles generally accepted in India ,including the Accounting Standards specified
under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Account) Rules, 2014.
The respective board of director of companies included in the Group are responsible maintenance of adequate
accounting records in accordance with provisions of the Act for safeguarding the assets of the Group and detecting
frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the 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 financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of
preparation of the consolidated financial statements by the directors of the company, as aforesaid.
In preparing the consolidated financial statement , management is responsible for assessing the company ability to
continue as a going concern, disclosing as applicable, matter related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the company or to cease operation, or has no
realistic alternative but to do so.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We have considered 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 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 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 financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the consolidated 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
consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate
in circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of accounting estimates made by the company’s Directors, as well as evaluating the overall presentation
of the 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 financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements are subject to note no. S-1, S-2 and read with other notes as appearing in note no. “AD” 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,
a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2018;
b) in the case of the Consolidated Statement of Profit and Loss, of the Profit for the year ended on that date; and
c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date also read
with note no AD-12 in respect of Textile Division for Discontinued Operations.
Other Matter
a) Consolidated financial statement include the accounts of J.K. Gypsum Pvt. Ltd. as subsidiary and previous year
as associate.
b) The consolidated financial statements include the Group’s share of net profit/loss of Rs. 60.69 Lacs for the year
ended 31st March, 2018, as considered in the consolidated financial statements, in respect of J.K. Gypsum Pvt
Ltd subsidiary and Arraystorm Lighting Pvt Ltd, Cast Tech Pvt. Ltd, Quality Ink Pvt. Ltd. associates companies,
whose financial statements have not been audited by us. This financial statements have been audited by other
auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of subsidiary and associates,
and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid
subsidiary and associates, is based solely on the reports of the other auditor.
c) We did not audit the financial statements/consolidated financial statements of one subsidiary and 3 associate
companies whose financial statements reflect Total Assets of Rs. 2490.68 Lacs as at 31st March, 2018, Total
Revenue of Rs. 2280.19 Lacs and Net Cash Flow of Rs.83.19 Lacs for the year ended on that date, as considered
in the consolidated statements. The Financial Statements/Consolidated Financial Statements have been audited
by the other auditors whose report have been furnished to us by the management and our opinion is based on
solely on the report of other auditors.
Emphasis of Matters
We draw attention to the following matters in the notes to the financial statements:
a) Remuneration to Directors and Key Managerial Personal as per the provision of section 197 of Companies Act
2013 is subject to approval of shareholders in the ensuing Annual General Meeting by special resolution under
section 197 of Companies Act, 2013 refer note no AB-11(C) to financial statement.
b) In the matter of Income Tax Appellate Tribunal Order refer note no. AD-5.
d) Without qualifying our opinion attention is invited to “provision for sales” included under head “sales of products”
for the year amounting to Rs. 62.45 lacs (P.Y. Rs. 9.20 lacs) (net Credit) in case of Pefco and Rs. 61.01 lacs (P.Y.
Rs. 89.73 lacs ) (net Debit) for Chakan of Foundry Division, towards debit/credit note to be issued to the customers
for the rate difference in respect of goods dispatched during the financial year ending March 31, 2018. However
final Debit /Credit note would be raised in subsequent accounting period. Pending raising such final debit/credit
note the above net amount has been included in sales for the year.
e) The balance of Trade Payable & Trade Receivables are subject to confirmation.
f) Sundry debtors considered doubtful Rs. 506.53 lacs (P.Y. Rs. 437.28 lacs) out of which Rs 457.42 lacs (P.Y Rs.
347.32 lacs) are under litigation. A provision of Rs.172.45 lacs (P.Y. Rs. 150.37) has been made in books of accounts.
g) Advances considered doubtful Rs. 111.51 lacs (P.Y. Rs. 127.02 lacs) out of which Rs. 10.74 lacs (P.Y. 10.74 lacs)
are under litigation.
h) Non provision in respect to fall in value of Investment Rs 27.79 lacs (P.Y. Rs.14.78 lacs).
i) We draw attention to Note AD- 12 of the Financial Statements which describes the effects of a discontinuing
operation and closure of Textile Division located at Wankaner w.e.f. 17th September 2016 as referred therein.
j) Company has filed appeal to CESTAT in excise matter of Rs.10,00,000 against the order received form Commissioner
of central Excise Mumbai dated 29.10.2014 and order no.16/COMMR/M-III/KCG/2014-15 refer note no. 10 [B](2)
contingent liability of financial statements.
k) The company has closed the operation since 2004-05. It includes management Intention to liquidate the operation
or to cease the operation. It affects the going concern concept of accounting in absence of sufficient of fund
difficulty to pay the Liabilities.
l) Physical verification of Investment subject to shares of Topline Writing Instrument and Magna Inks Limited not
physically verified refer note no. 4 to Notes to Accounts
Corresponding figure for the year ended 31 March 2017 have been audited by another auditor who expressed an
unmodified opinion dated August 1, 2017 on the consolidated financial statement of the company for the year ended
31.03.2017.
Our opinion on the consolidated financial statement is not modified in respect of this matter.
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit of the aforesaid consolidated financial statements.
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash
Flow Statement from continue and discontinue operation dealt with by this Report are in agreement with the books
of account maintained for the purpose of preparation of the consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors of the investor as on March 31, 2018, taken
on record by the Board of Directors of the company and its subsidiaries incorporated in india and the report of the
statutory auditors of its subsidiary and associate companies incorporated in India, none of the directors of Group
companies incorporated in india is disqualified as on March 31, 2018, from being appointed as a director in terms
of sub-section (2) of section164 of the Companies Act, 2013.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, referred to our separate Report in “Annexure B” which is based on the
auditor’s report of the company and its subsidiaries companies incorporated India. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the internal financial control over financial
reporting of those companies, for the reason stated therein.
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, in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statement disclose the impact of pending litigations on its consolidated financial
position of the Group in its financial statements- Refer Note AD (1) contingent liability;
ii. The company did not have any long-term contracts including derivative contract for which there were any material
foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company and its subsidiary companies incorporated in India.
1509, GHANSHYAM ENCLAVE, NEW LINK ROAD For R. SONI & COMPANY
Nr. LALJI PADA POLICE CHOWKI, Chartered Accountants
KANDIVALI (WEST) FRN -130349W
MUMBAI-400067
Dated - 10th day of August, 2018 RAJESH SONI
Partner
Membership No - 133240
Report on the Internal Financial Controls 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 KORES (INDIA) LIMITED, as of 31 March
2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that
date.
The Company’s management is responsible for establishing and maintaining internal financial controls 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 (‘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, issued by ICAI and deemed to be
prescribed 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
system 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 control
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 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 system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control 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 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 unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
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, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018,
but there is scope for improvement in certain areas 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. However in view of current development in respect to GST etc. IFC is being updated in present
context.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal
financial control over financial reporting in so far as relates to subsidiary and associates, which are companies
incorporated in India, is based corresponding reports of the auditors of such companies.
1509, GHANSHYAM ENCLAVE, NEW LINK ROAD For R. SONI & COMPANY
Nr. LALJI PADA POLICE CHOWKI, Chartered Accountants
KANDIVALI (WEST) FRN -130349W
MUMBAI-400067
Dated - 10th day of August, 2018 RAJESH SONI
Partner
Membership No - 133240
Tax expenses
For Current Tax 400.48 173.68
For Deferred Tax E 275.16 104.77
For Earlier year tax - (16.38)
Less : MAT Credit Entitlement (400.48) (173.00)
1,750.00 1,750.00
Commercial Units Nos 301, 302 & 202 at Ashford 459.01 511.37 Repayable in 82 monthly Deutsche 600.00
Chambers, Mahim, Mumbai -400016 installment ending on January Bank
2025.
Commercial Units Nos 301, 302 & 202 at Ashford 386.72 429.96 Repayable in 83 monthly Deutsche 500.00
Chambers, Mahim, Mumbai -400016 installment ending on February, Bank
2025.
Commercial Units Nos 301, 302 & 202 at Ashford 121.39 148.97 Repayable in 43 monthly Deutsche 160.00
Chambers, Mahim, Mumbai -400016 installment ending on October, Bank
2021.
Commercial Units Nos 301, 302 & 202 at Ashford 252.54 311.67 Repayable in 42 monthly Deutsche 340.00
Chambers, Mahim, Mumbai -400016 installment ending on Bank
September, 2021.
Plot situated at Pawne, Navi Mumbai - 400705 267.55 305.36 Repayable in 80 monthly ICICI 385.00
installment ending on Bank
November-2024
Secured by 1st Charge on Plant & Mach. And 52.12 80.69 Repayable at 22 monthly IDBI 100.00
residential flat of Kores located at 1903, C-Wing, installment ending on January- Bank
Gundecha Garden, Lalbaug, Mumbai - 400012 2020
Total 3,234.26 3,416.93 Total 4,585.00
Less Current portion of long term borrowing 791.58 763.26
(Refer Note - J)
Long Term Borrowing as disclosed in Note - C 2,442.68 2,653.67
1) The above term loan from banks for projects are further secured by personal guarantee of Shri A. K. Thirani, (Managing
Director) of the Company.
Vehicle Finance is secured by the respective Vehicles. 251.32 129.70 The assets acquired under
Vehicle Finance for fixed period
of time.
Total 946.52 279.42
Less Current portion of long term borrowing 346.21 130.82
(Refer Note - J)
Long Term Borrowing as disclosed in Note - C 600.31 148.60
1) Term Loan sanctioned under Equipment Finance by Tata Capital Financial Services Ltd. for Rs.500 Lacs during
F.Y. 2017-18 and started availing from April-2018.
I. Tangible Assets
Land - (Leasehold) 155.00 0.55 - 155.55 10.63 0.61 - 11.24 144.31 144.37
Land - (Freehold) 429.98 - 10.54 419.44 - - - - 419.44 429.98
Building (on freehold & 8,565.50 326.36 - 8,891.86 1,992.99 234.34 0.01 2,227.32 6,664.53 6,572.50
Leasehold Lands)
Plant & Machinery 19,018.40 3,441.53 4,470.67 17,989.26 11,964.73 890.74 3,673.72 9,181.74 8,807.51 7,053.67
Furniture & Fixture 710.94 65.38 25.85 750.47 486.34 42.50 22.73 506.11 244.36 224.60
Motor Cars & Vehicles 616.66 257.55 214.90 659.31 226.98 68.36 112.05 183.29 476.02 389.68
Office Equipments 1,284.96 126.79 95.22 1,316.53 992.83 112.32 90.11 1,015.04 301.49 292.13
Bore-wells & Water Connections 10.42 - - 10.42 6.81 0.93 - 7.74 2.68 3.61
Rental Assets - 12.30 - 12.30 - 0.52 - 0.52 11.78 -
Total 30,791.86 4,230.46 4,817.18 30,205.15 15,681.31 1,350.33 3,898.62 13,133.01 17,072.12 15,110.54
II. Intangible Assets
Computer Software (ERP) 400.99 221.46 0.16 622.29 374.52 25.59 0.15 399.96 222.33 26.47
Total 400.99 221.46 0.16 622.29 374.52 25.59 0.15 399.96 222.33 26.47
Total (I+II+III) 31,192.85 4,451.92 4,817.34 30,827.43 16,055.83 1,375.92 3,898.77 13,532.98 18,347.77 15,854.45
Note : L-1
- Building Rs.144.27 lacs for ownership flats in a co-operative housing society. The Society is registered.
- Depreciation for the year includes Rs.0.61 lacs (Previous year Rs.0.61 Lacs) being Lease Hold Premium Written off.
- Building includes Rs.3491.04 lacs for office premises 3 units at ‘Ashford Chambers’. The formation of ‘Condominium’ has completed and
share certificate is yet to be received.
- As per AS-16 the Interest cost on Borrowing for acquiring Fixed Assets & Capital Work in Progress amounting of Rs.64.65 lacs (Previous
Year Rs.84.78 lacs) has been capitalised in the respective Assets.
NOTE M : NON-CURRENT INVESTMENTS - LONG TERM :
`. in Lacs
Particulars Face Value No. of As on As on
Rs. Securities 31-03-2018 31-03-2017
Unquoted
7 Year National Saving Certificates - 2.00
(Deposited with Govt. Dept.)
Other Investments
153.43 129.55
* As per SEBI circular dated Oct.10, 2016 the shares are delisted.
** Figures below Rs.500 are taken as Rs. Nil.
As at 31-03-2018 As at 31-03-2017
Book Value Market Value Book Value Market Value
`. in Lacs `. in Lacs `. in Lacs `. in Lacs
Aggregate Value of :
Quoted Investments 66.15 60.17 70.18 55.91
Unquoted Investments 87.28 59.37
NOTE P : INVENTORIES
Inventory (including goods in transit)
Raw materials & Components (At cost) 1,499.96 1,309.03
Stock in Process
At Cost 374.00 507.99
At lower of works cost or net realisable value 1,571.13 1,928.62
Finished & Semi finished goods
At works cost 519.84 655.47
At lower of cost or net realisable value 0.82 7.36
Stock in trade / Purchased goods (At lower of cost or market value) 2,198.78 1,886.50
(Net of Provision is Rs.115.77 Lacs, Previous year Rs.215.43 Lacs)
Stores & Spare parts (At cost) 499.75 564.50
Q-1 Sundry Debtors considered doubtful Rs.506.53 Lacs (Previous year Rs. 437.28 lacs) out of which Rs.457.42 lacs
(Previous year Rs 347.32 lacs) are under litigation. A provision of Rs 174.53 lacs (Previous year Rs. 152.45 lacs)
has been made in the books of accounts. The balance of Sundry Debtors are subject to confirmation.
1059.90 667.95
R-1 Earmarked against margin of FD’s scheme for Rs.222.28 Lacs included in FD with banks.
NOTE S : SHORT TERM LOANS & ADVANCES
ADVANCES
Goods (Refer note S-1) 552.38 548.51
Capital Expenditure 1,110.09 745.95
Expenses (Refer note S-1) 160.51 130.36
Employees (Refer note S-2) 58.29 43.74
Tender & other Deposits with Govt. Dept.
(Paid under protest Rs.115.19 P.Y. Rs.224.96 Lcas) 406.17 409.19
Balance with Central Excise Authorities / GST 316.47 290.30
Claims Recoverable (Under Appeal Rs.13.68 lacs P.Y. Rs. 13.68 lacs) 367.20 376.73
Commission receivable 8.88 3.99
Income Tax (net of Provision ) 137.99 114.96
MAT Credit Entitlement (Refer Note AD-14) 1,003.65 603.17
Refund Receivable from Income Tax Dept (Refer note AD-5 ) 392.55 392.55
Refund Receivable from Sales Tax / VAT 235.09 415.75
Rent Receivable 7.87 2.94
Prepaid expenses 161.71 157.72
4,918.85 4,235.86
S-1 Advances for Goods & Expenses includes doubtful Rs.111.51 lacs (P.Y. Rs.127.02 lacs) out of which Rs.9.98 lacs
(P.Y. Rs.9.98 lacs) under litigation. A Provision of Rs.Nil (Previous Year Rs.Nil) has been made in the books of
accounts.
S-2 Advances for Employee includes Rs.0.76 lacs under litigation (Previous year Rs. 0.76 lacs)
(iii) Claims against the Company not acknowledged as debt 8.20 38.62
REVENUE
(c) The Company has disclosed Business Segment as the primary segment and mainly to the need of the domestic
market. The export turnover is not significant in the context of total turnover. Segments have been identified
and reported taking into account the nature of the products and services, the organisational structure and
the internal financial reporting system of the Company.
Operations of the Company predominately relate to Manufacture and Trading of Office Stationery, Accessories
and Allied Products. Other business segments reported are as below :
1. Foundry Division - Manufacturing of Special Castings etc.
2. Business & Computer System Division - Marketing of equipment relating to Banking, Postal, Offices etc.
and after sales service including software support.
3. Pharmaceutical & Chemical Division - Manufacturing Specialty Chemicals, Bulk Drugs & Pharmaceutical
Intermediates.
4. Real Estate Division - Building Construction & Development.
5. Engg. Division - Manufacturing of drilling rigs and after sale service
6 Arraystoram Pvt Ltd : Manufacturing of LED Lights
The revenue in each of the above business segments primarily includes sales, service charges, rental income
and other income except income from dividend and interest.
Segment revenue, results, assets and liabilities include the respective amount identifiable to each of the segments.
Inter Segment transfer policy - At Cost Price.
11 As required by Accounting Standard - AS 18 “Related Party Disclosure” issued by The Institute of Chartered
Accountants of India are as follows: (As certified by the Management)
(A) List of Related Parties :
(a) Related Companies :
1. Kores Services Limited
2. Solar Packaging Private Limited
3. Pepega (Insulation & Packaging) Limited
4. Shri Amarsinhji Stationary Industries Limited.
5. Art Enterprises
6. New Novelty Toys
7. Live Darshan India Pvt Ltd.
8. Aum High Power Plating & Equip LLP.
9. Matrix Business machines Pvt. Ltd.
10. Nandini Chemicals Ltd.
11. Magna Inks Ltd.
12. Imagine Marketing Pvt Ltd.
13. Kores International Pvt. Ltd
14. Vishvakirti Consultancy LLP.
15. Redwood Interative
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Signature of Proxy Signature of Shareholder /Joint Holder
Note: 1) Please fill the Attendance Slip and hand it over at the Registration Counter at the venue.
2) Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting.
Registered address :
I / We, being the member(s) of ………..............…. Shares of Kores (India) Limited, hereby appoint.
1) Name: ……………………….....................................................................................................................................
E-mail id: ..................................................................................................................................................................
Address: ..................................................................................................................................................................
................................................................................................................................................................................
Signature: ……………...................................................
or failing him
(P.T.O.)
105
2) Name: ……………………….....................................................................................................................................
E-mail id: ..................................................................................................................................................................
Address: ..................................................................................................................................................................
................................................................................................................................................................................
Signature: ……………...................................................
or failing him.
3) Name: ……………………….....................................................................................................................................
E-mail id: ..................................................................................................................................................................
Address: ..................................................................................................................................................................
................................................................................................................................................................................
Signature: ……………...................................................
or failing him.
as my / our proxy to attend and vote (on a poll) for me / us on my / our behalf at the 83rd Annual General Meeting of the
Company to be held on Wednesday, 12 day of September, 2018 at 5.00 p.m. at 4th Floor, Ashford Chambers, Lady
Jamshedji Road, Mahim (West), Mumbai - 400016 and at any adjournment thereof, in respect of the resolutions set
out in the AGM Notice convening the meeting as are indicated below :
SR.NO. RESOLUTIONS FOR AGAINST
1. Receive, consider and adopt the Audited Financial Statements (Standalone and
Consolidated) of the Company for the financial year ended March 31, 2018 and the
Reports of the Board of Directors and the Auditors’ thereon.
2. Declaration of dividend on Preference shares for Financial year 2017-2018.
3. Declaration of dividend on Equity shares for Financial year 2017-2018.
4. Appointment of Director Mr. R. K. Saboo who retires by rotation and being eligible,
seeks re-appointment.
5. Appointment of statutory auditors M/s R. Soni & Co., Chartered Accountants
6. Revision in remuneration payable to Mr. A. K. Thirani - Managing Director of the
Company.
7. Appointment of Mr. Sameer Mehta as Joint Managing Director and revision in
remuneration payable to him.
8. Appointment of Mr. Vivek Bagri as Joint Managing Director and revision in
remuneration payable to him.
9. (a) Appointment of M/s. V.B.S. & Co; Chartered Accountants, Pune as Branch
auditors of Pefco and Chakan foundry division.
(b) Appointment of M/s. NPM & Associates, Chartered Accountants, Indore as Branch
auditors of Engineering division.
10. Ratification of remuneration payable to cost auditors
11. Acceptance of deposits:
12. Alteration of Articles of Association
Note:
1) This form of proxy in order to be effective should be duly completed, stamped, signed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the meeting.
2) Those Members who have multiple folios with different joint holders may use copies of this Attendance slip/Proxy.
106
KORES (INDIA) LIMITED
Registered Office : 301/302, Ashford Chambers, Lady Jamshedji Road, Mahim (West), Mumbai - 400 016.
To,
KORES (INDIA) LTD.
301/302, Ashford Chambers,
Lady Jamshedji Road,
Mahim (West),
Mumbai - 400 016.
Dear Sirs,
(Please fill-in the information in CAPITAL LETTERS in ENGLISH ONLY. Please TICK ( ) wherever is applicable)
Master Folio No. / DP ID / Client ID
Name of First Holder
Bank Name
Branch Name & Address
Branch Code
(9 Digits Code Number appearing on the MICR Band of the cheque supplied
by the Bank)
Please attach a xerox copy of a cheque or a blank cheque of your bank duly
cancelled for ensuring accuracy of the bank name, branch and code number.
I hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not
effected at all for reasons of incompleteness or incorrectness of information supplied as above, KORES (INDIA)
LTD. will not held responsible.
I further undertake to inform the Company any change in my Bank / Branch and Account number, if any.
107
108