(Formerly Known As K Sera Sera Limited) CIN: L22100MH1995PLC092438 Regd: Office : Unit No
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KSS LIMITED (Formerly Known as K Sera Sera Limited) CIN: L22100MH1995PLC092438 Regd: Office : Unit No. 101A/102, 1stFloor, Morya Landmark II, Andheri (w) Mumbai - 400053 Tel No. 022-42088600 Fax. 022-40427601 Email: [email protected], Website:www.kserasera.com CONTENTS OF ANNUAL REPORT Notice………………………………………………………………………………………………… 03 Board’s Report…………………………………………………………………………………….. 11 Annexures to Board’s Report…………………………………………………………………..… 21 Management Discussion and Analysis report………………………………………………. 39 Corporate Governance Report……………………………………………………………………… 47 Certifications………………………………………………………………………………………….. 62 Standalone Financial Statements Auditors Report……………………………………………………………………………………..… 64 Balance Sheet…………………………………… ……………………………………………………..72 Profit and Loss Account…………………………………………………………………………… 73 Cash Flow Statement………………………………………………………………………………….74 Schedules forming part of Accounts……………………………………………………………..76 Consolidated Financial Statements Auditors Report……………………………………………………………………………………….102 Balance Sheet………………………………………………………………………………………… 107 Profit and Loss Account…………………………………………………………………………...108 Cash Flow Statement……………………………………………………………………………….109 Schedules forming part of Accounts…………………………………………………………….111 Attendance Slip and Proxy Form COMPANY INFORMATION BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Satish Ramswaroop Panchariya - Executive Chairman & Director Mr. Prasanna Prabhakar Jagtap - Managing Director (Demise w.e.f.11/ 05/2020) Mr. Harsh Upadhyay - Executive Director Mrs. Kunti Rattanshi Non Executive Non Independent Women Director (Resigned w.e.f.16/12/2019 ) Mr. Ashok Kacker - Independent Director (Resigned w.e.f. 28/08/2020 ) Mr. Sandip Joshi - Independent Director Mrs. Pratima Shailendra Singh - Independent Director Mr. Shamrao Daulat Ingulkar - Chief Financial Officer Mrs. Poonam Maurya - Company Secretary (Resigned w.e.f.23/06/2020) Mrs. Sarita Khamwani - Company Secretary (Resigned w.e.f.24/06/2020) Mr.Kartik Sharma Company Secretary & Compliance officer(Appointed w.e.f 05/12/2020) AUDITORS: Statutory Auditor Internal Auditor Secretarial Auditor B R Gupta & Co. M/s. Pipara & Co. LLP, Mr. Brijesh Yadav Practicing Company Secretary Chartered Accountants Chartered Accountants M.No. 43021 FRN- 107929W M. No.- 168315 B-204, 2ndFloor, Rajani Park, SV Pipara Corporate House, 104, D-17, Shanti Vihar, Road,Near Sai Mandir, Near Gruh Finance, Netaji Mira Road(E), Thane- 401 107. Bhayander (East)-401105. Marg, Law Grden,Ahmedabad–380006. BANKERS: Kotak Mahindra Bank Limited ICICI Bank Limited Axis Bank Limited (ING Vysya Bank Limited ) Grd. Floor, Holar Arcade Laxmi Mall, Building No. Aditya Tower, Chandrawalkar Basement & Ground 5,Laxmi Industrial Estate, Road, Borivali (W) Floor, Four Bunglows, New Link Road, Andheri (W), Mumbai – 400092. Andheri (w) Mumbai – Mumbai- 400053. 400053. REGISTERED OFFICE: REGISTRAR AND SHARE TRANSFER AGENTS: KSS Limited Bigshare Services Private Limited (Formerly known as K Sera Sera 1stFloor, Bharat Tin Works Building, Limited) Opp.Vasant Oasis, Makwana Road, CIN:L22100MH1995PLC092438 Marol, Andheri I, Mumbai – 400 059. Unit No. 101A and 102, 1stFloor, Plot Tel: 91-22-62638200|91-22- 40430200|91-22- No. B-17, Morya Landmark II, 28470653 Andheri (West), Mumbai – 400053. Fax: 91-22-62638299 Tel: (022)42088600 E-mail :[email protected] Fax: (022)40427601 website: www.bigshareonline.com E-mail :[email protected] website :www.kserasera.com NOTICE NOTICE is hereby given that the 25th Annual General Meeting of the Members of KSS Limited will be held Thursday, December 31, 2020 at 10.30 a.m. through video conferencing (‘VC”)/ other Audio Visual Means (“OVAM”) to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company together with the reports of the Directors’ and Auditors’ thereon for the year ended March 31, 2020. 2. To consider appointment of a Director in place of Mr. Satish Ramswroop Panchariya (DIN: 00042934) who retires by rotation and being eligible, offers himself for re-appointment Special Business 3. Appointment of the Mr. Dharmveer Singh Shekhawat (DIN: 00432891) as an Whole-time Director of the Company. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) and the Articles of Association of the Company, Mr. Dharmveer Singh Shekhawat (DIN: 00432891), who was appointed as an Additional whole-time Director of the Company with effect from December 5, 2020 and who holds office till the date of the Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as a Whole -Time Director of the Company, liable to retire by rotation RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), and subject to the approval of the Central Government, as may be required, Mr. Dharmveer Singh Shekhawat (DIN: 00432891), be and is hereby appointed as the Whole -Time Director of the Company, to hold office for a period of five years with effect from December 31, 2020 to December 31, 2025, on the terms and conditions of appointment including payment of remuneration with effect from December 31, 2020 as below: Remuneration: Basic Pay: In the range of Rs 10,70,000 per annum to Rs 14,00,000 per annum. 4. Appointment of the Mr. Bhargav Ahir (DIN: 08191502) as an Independent Director of the Company. To consider and, if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or enactment thereof for the time being in force), Mr. Bhargav Ahir (DIN: 08191502) who was appointed as an Additional Independent Director in the capacity of Additional Independent Director of the Company by the Board of Directors effective December 5, 2020 in terms of Section 161 of the Companies Act, 2013, and whose appointment as an Independent Director is recommended by the Board Governance, Nomination and Compensation Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of five years with effect from December 31, 2020 to December 31, 2025 and the term shall not be subject to retirement by rotation. Date: 05/12/2020 By Order of the Board Regd. office: For KSS Limited Unit No. 101A and 102, 1st Floor, (Formerly known as K Sera Sera Limited) Plot No. B-17, Morya Landmark sd/- Andheri (West), Mumbai- 400053. CIN: L22100MH1995PTC092438 Kartik Sharma Company Secretary Notes: 1. In view of existing Covid-19 Pandemic and in accordance with General Circular No. 20/2020 dated 05th May, 2020 issued by Ministry of Corporate Affairs read with Circulars dated 08th April, 2020 and 13th April, 2020 and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the SEBI (hereinafter collectively referred to as “the Circulars”), Companies are allowed to hold AGM through VC, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC. 2. The Members are requested to note that the facility for attending the AGM through Video Conferencing shall be kept open from 10 a.m. i.e. at least 30 minutes before the commencement of the meeting and 15 minutes post the conclusion of the Meeting. All the Members who join the video conferencing portal during this time shall be considered for the purpose of quorum at the meeting. 3. A Member Entitled to Attend and Vote at The Meeting of The Company is Entitled To Appoint Another Person As Proxy/ Proxies To Attend And Vote At The Meeting (On The Calling Of A Poll Only) Instead Of Himself/ Herself And The Proxy Need Not Be A Member Of The Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the Members will not be available. 4. Pursuant to the provisions of Section 91 of the Companies Act, 2013,the Register of Members and Share Transfer Registers of the Company will remain closed from December 24, 2020 to December 30,2020.. 5. In accordance with the Directions issued by the Ministry of Corporate Affairs, the Meeting has a capacity to host atleast 1000 Members on a First-Come, First-Serve basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship