KSS LIMITED (Formerly known as K Sera Sera Limited) 20TH ANNUAL REPORT 2014-2015 CONTENTS Page Notice………………………………………………………………………………………….. ................................. 1 Directors Report……………………………………………………………………………….................................. 12 Annexures to Directors Report ................................................................................................................................ 18 Management Discussion & Analysis……………………………………………................................................... 32 Corporate Governance Report……………………………………………………………...................................... 37 Certications............................……………………………………………................................................................ 49 Standalone Financial Statements Auditors Report…………………………………………………………………………........................................... 51 Balance Sheet……………………………………………………………………………........................................... 57 Prot and Loss Account…………………………………………………………..................................................... 58 Cash Flow Statement…………………………………………………………………….......................................... 59 Schedules forming part of Accounts…………………………………………….................................................... 60 Consolidated Financial Statements Auditors Report………………………………………………………………………............................................... 79 Balance Sheet…………………………………………………………………………............................................... 80 Prot and Loss Account………………………………………………………………............................................. 81 Cash Flow Statement…………………………………………………………………….......................................... 82 Schedules forming part of Accounts…………………………………………….................................................... 83 Attendance Slip and Proxy Form KSS LIMITED COMPANY INFORMATION BOARD OF DIRECTORS AND MANAGEMENT TEAM MR. SATISH PANCHARIYA - Executive Chairman & Director MR. HUSSAIN SHATTAF - Independent Director MR. RAKESH SHARMA - Independent Director MS. KUNTI RATTANSHI - Additional Director (Independent) MR. HARSH UPADHYAY - Additional Director (Independent) MS. VINEETA DWIVEDI - Chief Executive Ofcer MS. TANU SINGH - Company Secretary AUDITORS: Statutory Auditor Internal Auditor Secretarial Auditor M/S. Agrawal Jain And Gupta, Mr. Sunil Sureka Mr. Vishal N. Manseta Chartered Accountants Chartered Accountants Practicing Company Secretary FRN- 013538C M. No.- 139836 M.No. 25183 Near Mamta Ice Factory, 202/93 Poonam complex, 110, 1st Floor, Nikisha Arcade, Opp. Dharm Kanta,Ringus Road, Shanti Park, Goddev Phatak Road, Chomu,Jaipur - 303702. Mira Road East -401107 Bhayander (East), Thane- 401105 BANKERS: ING Vyasya Bank ICICI Bank Borivilli (W) Branch Four Bunglows (Andheri) Branch No.3,4&5, Abhilasha2, Punjabi Lane, Ground Floor, Holar Arcade, Borivilli (W), Mumbai 400 092 Andheri (West), Mumbai 400 053 REGISTERED OFFICE: REGISTRAR AND SHARE TRANSFER AGENTS: KSS Limited Bigshare Services Private Limited (Formerly known as K Sera Sera Limited) E-2 & 3, Ansa Industrial Estate, CIN:L22100MH1995PLC092438 Saki-Vihar Road, Sakinaka. Unit No. 101A and 102, 1st Floor, Andheri (E), Mumbai - 400 072. Plot No. B-17, Morya Landmark II, Tel: 91-22-2847 0652 |91-22- 40430200| 91-22-2847 0653 Andheri (West), Mumbai – 400053. Fax: 91-22-2847 5207 Tel : (022) 42088600 Fax: (022) 40427601 E-mail :[email protected] E-mail :[email protected] website: www.bigshareonline.com website :www.kserasera.com KSS LIMITED (Formerly known as K Sera Sera Limited) CIN No. L22100MH1995PLC092438 Unit No. 101A and 102, 1st Floor, Plot No. B-17, Morya Landmark II, Andheri (West)- 400053,Mumbai Tel: 022 40427600/42088600 Fax: 022 40427601 Web: www. kserasera.com Email:[email protected] NOTICE NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of KSS Limited (CIN L22100MH1995PLC092438) will be held at Kailash Parbat, K-P Restaurants, 7A/ 8A, 'A' wing Crystal Plaza, New Link Road, Andheri (West), Mumbai -400053 on Wednesday the September 30, 2015 at 9:30 A. M. to transact the following Business: Ordinary Business 1. To receive, consider and adopt the audited nancial statement of the Company for the year ended March 31, 2015 together with the reports of the Directors' and Auditors' thereon and the consolidated audited nancial statement of the Company for the year ended March 31, 2015 2. To appoint a director in place of Mr. Satish Panchariya (DIN: 00042934), who retires by rotation and being eligible offers himself for reappointment. 3. To appoint Auditors to hold ofce from the conclusion of this meeting, until the conclusion of the Twenty fourth Annual General Meeting and to x their remuneration and pass the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder M/s Agrawal Jain & Gupta (Firm registration No : 0135838C), Chartered Accountants, be and are hereby appointed as Auditors for a period of four (4) years i.e. from the conclusion of this Annual General Meeting until the conclusion of the Twenty fourth (24th) consecutive Annual General Meeting (subject to ratication by members at every Annual General Meeting) at such term and remuneration as may be agreed upon between the Audit Committee/ the Board of Directors of the Company and the Auditors.” Special Business 4. Appointment of Ms. Kunti Rattanshi (DIN: 07144769) as an Independent Director To consider and, if thought t, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules made there under read with Schedule IV to the Act, (including any statutory modication(s) or re-enactment thereof for the time being in force), Ms. Kunti Rattanshi (DIN: 07144769), who was appointed as an Additional (Independent) Director of the Company by the Board of Directors at its meeting held on March 31, 2015 and whose term of ofce expires at this Annual General Meeting ('AGM') and in respect of whom the Company has received a notice in writing from her along with the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing her candidature for the ofce of Director and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold ofce for a term of 5 (ve) consecutive years commencing from September 30, 2015.” 5. Appointment of Mr. Harsh Upadhyay (DIN: 07263779) as an Independent Director To consider and, if thought t, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules made there under read with Schedule IV to the Act, (including any statutory modication(s) or re-enactment thereof for the time being in force), Mr. Harsh Upadhyay (DIN: 07263779), who was appointed as an Additional (Independent) Director of the Company by the Board of Directors at its meeting held on August 14, 2015 and whose term of ofce expires at this Annual General Meeting ('AGM') and in respect of whom the Company has received a notice in writing from him alongwith the deposit of the requisite amount under (1) KSS LIMITED (Formerly known as K Sera Sera Limited) CIN No. L22100MH1995PLC092438 Unit No. 101A and 102, 1st Floor, Plot No. B-17, Morya Landmark II, Andheri (West)- 400053,Mumbai Tel: 022 40427600/42088600 Fax: 022 40427601 Web: www. kserasera.com Email:[email protected] Section 160 of the Companies Act, 2013 proposing his candidature for the ofce of Director and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold ofce for a term of 5 (ve) consecutive years commencing from September 30, 2015.” 6. Adoption of new set of Articles of Association of the company containing Articles in conformity with the Companies Act, 2013 To consider and if thought t, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modication(s) or re-enactment thereof, for the time being in force ), the existing Articles of Association of the company be and is hereby replaced with the new set of Articles of Association and the said new Articles of Association be and is hereby approved and adopted as the Articles of Association of the company in place of, in substitution and to the entire exclusion of the existing Articles of Association of the company. RESOLVED FURTHER THAT the Board of Directors and/ or Company Secretary of the Company be and are hereby jointly and / or severally authorized to do all such acts, deeds, matters and things as may be necessary, proper, expedient, required or incidental thereto, in this regard.” 7. Increase in Authorised Share Capital of the Company To consider and, if thought t, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with section 61, 64 and all other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules thereof, the existing Authorised Capital be and is hereby increased from