DIRECTORS' REPORT To The Members KANSAL FIBRES LIMITED The Board of Directors of your Company has the pleasure of presenting Annual Report of KANSAL FIBRES LIMITED together with the Audited Statements of Accounts for the year ended the March 31, 2014. FINANCIAL PERFORMANCE OF THE COMPANY: The Company has again started to operate in the finance market and received income of Rs. 67,554 during the financial year 2013-14. However, the Company incurred loss of Rs. 2,92,361 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year. Your company has entered into compromise deed with Oswal Spinning And Weaving Mills Ltd as on 29th March, 2014 and made payment of Rs. 14,00,000/- vide cheque no. 000002 dated 29.03.2014 drawn on HDFC Bank as full and final settlement against recovery suit and withdraw counter claim. DIVIDEND: In view of losses, your Directors do not recommend any dividend during the year. DIRECTORS: Mr. Bipin Patel, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. No other appointment or retirement is accepted during the year under preview. DIRECTORS' RESPONSIBILITY STATEMENT: Director confirms that: The applicable accounting standards have been followed along with proper explanation relating to material departures. Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. The annual accounts have been prepared on a going concern basis. AUDITORS: The Company had received Notice of Resignation dated 09th June, 2014 under Section 140(4) read with Section 115 of the Companies Act, 2013 from M/s Raj Gupta & Co., Chartered Accountants, Ludhiana in its capacity as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. Vishves A Shah & Co., Chartered Accountants, Ahmedabad as Statutory Auditors in place M/s Raj Gupta & Co., Chartered Accountants, Ludhiana, the retiring Statutory Auditors. The change in the Statutory Auditor is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act, 2013. The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors. MANAGEMENT DISCUSSION AND ANALYSIS: Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto. CORPORATE GOVERNANCE: A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report. The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: As the Company's operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1998, regarding conservation of energy and technology absorption, are not applicable. The particulars regarding expenditure and earnings in foreign exchange are Nil. PARTICULARS OF EMPLOYEES: No employee of the Company was in receipt of remuneration above the limit specified under Section 217(2A) of the Companies Act, 1956. SEGMENT: Your Company is engaged in a single segment only. ACKNOWLEDGEMENT: The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company. By Order of the Board of Directors Sd/- (Rakesh Kansal) Managing Director (DIN: 01735388) (Bipin Patel) Director (DIN: 03190744) (Mayur Shah) Director (DIN: 03313341) Date : 30/05/2014 Place : Ludhiana |