Chankya Investments Ltd.
|BSE: 501270||Sector: Financials|
|NSE: N.A.||ISIN Code: INE825M01017|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 501270||Sector: Financials|
|NSE: N.A.||ISIN Code: INE825M01017|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2016.
The financial performance of your Company for the year ended March 31 2016 issummarized below:
(Rupees in Lacs)
The Company income is from interest income on fixed deposit & trading in shares& securities. The Company has incurred a loss of Rs. 4.75 lacs as compared to lastyear loss of Rs. 1.21 Lacs mainly on account of 10 times increase in the Annual ListingFees of BSE.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
The trend in slowdown in global growth continued during the year. India was the fastestgrowing large economy with a stable currency that performed better than the most emergingmarket currencies. If the industry players manage to restructure their operations as perthe new realities success will not be very hard to find now. The Company is in theprocess of changing its main object & diversifying into media & its relatedactivities. The Company has only interest income during the year under review.
The present Promoters of the Company took control of the Management of the Company inthe
Financial Year 2015- 2016 whose main business activities is into real estate &media especially in the close proximity of Mumbai. The present main object of the Companyis investment in shares & securities. The Company is not doing any business activitiessince last few years. However the present management intends to carry out media & itsrelated activities wherein they have the specialization & expertise. The Company isin process of changing its main object. The management is confident of business potentialin the new venture. Initially these activities will be carried in and around Mumbai.
Adequacy of Internal Control:
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
Human Resource Development:
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only.
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review.
The Company does not have any subsidiary Company.
The Company has issued bonus shares in the ratio of 3 new equity shares for every 1shares held as on Record Date i.e. 6th May 2015. The paid-up capital of the Company ason 31st March 2016 is Rs. 2000000/-.
The Company has incurred loss during the year under review so no amount wastransferred to the Reserves.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
Other Corporate Information:
The process of Open Offer for change in the management of the Company was completedduring March 2016. The new management is in process of changing its main object (mediarelated activities) & name of the Company subject to all necessary approvals.
Particulars of Contract or Arrangement with Related Party:
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014. There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC 2 inthat regard. The policy on materiality of related party transactions and also on dealingwith related party transactions as approved by the Board may be accessed on the Companywebsite. All related party transactions which were entered into during the year were onarms length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material relatedparty transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There are nomaterials transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Pursuant toRegulation 26(5) of the SEBI (LODR) Regulations 2015 senior personnel made periodicaldisclosures to the Board relating to all material financial and commercial transactionswhere they had or were deemed to have had personal interest that might have been inpotential conflict with the interest of the Company & same was nil.
Loans Investment and Guarantees by the Company:
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3) (l) of the Companies Act 2013:
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
There is no change in the composition of the Board of Directors of the Company duringthe year under review except appointment of one Director.
Nilesh Kulkarni (DIN 06445736) who retires by rotation and being eligible offershimself for reappointment. If re-appointed his term would be in accordance with thepolicy for directors of the Company.
Mr. Bhagwanji Patel and Mr. Utkarsh Goyal have been appointed as additional directorsof the Company as on 29th August 2016.
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is displayed onthe Companys website.
Consolidated Financial Statement
The Company does not required to prepare the Consolidation financials as the Companydoes not has any subsidiary joint venture and associate Company.
Declarations by Independent Director:
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. S Jain Bohra & Co. CharteredAccountants Mumbai hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said Statutory Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.Necessary resolution for ratification of appointment of the said Auditor is included inthis Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms that:
I. In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
II. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year ended 31st March 2016.
III. the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
IV. the Directors have prepared the Annual Accounts on a going concern basis.
V. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
VI. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
VII. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Companys internal financial controls were adequate andeffective during FY 2015-16.
Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors:
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given below.
Details of Committee of Directors:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2015-16 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report is given below. Therecommendation by the Audit Committee as and when made to Board has been accepted by it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2016 in prescribed form dulyaudited by the Practicing Company Secretary CS Mruga Mumbai is annexed herewith andforming part of the report.(Annexure-II)
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure I)
The report on Corporate Governance as required by SEBI (LODR) Regulations 2015 isnot applicable to the Company as its paid-up capital is below the threshold limitspecified by it. However report on Corporate Governance as required by the Companies Act2013 is given below to the extent it is applicable and the Company has complied with allthe statutory and regulatory requirements as stipulated in the applicable laws.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report. The Managing Director havecertified to the Board with regard to the financial statements and other matters asrequired under Regulation 17(8) of the SEBI (LODR) Regulations 2015.
Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance is annexed to this Report.
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andPara C D and E of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 regarding Corporate Governanceis not applicable to the Company as the paid-up capital of the Company was less than Rs.10 crores and net worth of the Company was less than Rs. 25 crore as on 31st March 2016.
Board Of Directors
The Company is managed by well- qualified professionals. All directors are suitablyqualified experienced and competent .The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large. TheCompany has a Code of Conduct for Directors and Senior Management personnel.
Code Of Conduct
Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof a Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company.
Maximum Tenure Of Independent Directors
The maximum tenure of Independent Directors is in accordance with the Companies Act2013 and Regulation 25(2) of the SEBI (LODR) Regulations 2015.
Formal Letter Of Appointment To Independent Directors
The Company issues a formal letter of appointment to Independent Directors in themanner as provided in the Companies Act 2013.
Directors Interest In The Company
Sometime the Company does enter into contracts with companies in which some of theDirectors of the Company are interested as director or member. However these contractsare in the ordinary course of the Companys business without giving any specificweightage to them. Directors regularly make full disclosures to the Board of Directorsregarding the nature of their interest in the companies in which they are directors ormembers. Full particulars of contracts entered with companies in which directors aredirectly or indirectly concerned or interested are entered in the Register of Contractsmaintained under Section 189 of the Companies Act 2013 and the same is placed in everyBoard Meeting for the noting of the Directors.
Responsibilities & Functions of Board of Directors
The Board of Directors of the listed entity shall have the following responsibilities:
(i) Disclosure of information:
(1) Members of Board of Directors and key managerial personnel shall disclose to theBoard of directors whether they directly indirectly or on behalf of third parties havea Material interest in any transaction or matter directly affecting the listed entity.
(2) The Board of Directors and senior management shall conduct themselves so asto meet the expectations of operational transparency to stakeholders while at the sametime maintaining confidentiality of information in order to foster a culture of gooddecision- making.
(ii) Key functions of the Board of Directors:
(1) Reviewing and guiding corporate strategy major plans of action risk policyannual budgets and business plans setting performance objectives monitoringimplementation and corporate performance and overseeing major capital expendituresacquisitions and divestments.
(2) Monitoring the effectiveness of the listed entitys governance practices andmaking changes as needed.
(3) Selecting compensating monitoring and when necessary replacing key managerialPersonnel and overseeing succession planning.
(4) Aligning key managerial personnel and remuneration of board of directors with thelonger term interests of the listed entity and its shareholders.
(5) Ensuring a transparent nomination process to the board of directors with thediversity of thought experience knowledge perspective and gender in the board ofDirectors.
(6) Monitoring and managing potential conflicts of interest of management members ofthe Board of Directors and shareholders including misuse of corporate assets and abuse inrelated party transactions.
(7) Ensuring the integrity of the listed entitys accounting and financialreporting systems including the independent audit and that appropriate systems ofcontrol are in place in particular systems for risk management financial andoperational control and compliance with the law and relevant standards.
(8) Overseeing the process of disclosure and communications.
(9) Monitoring and reviewing Board of Directors evaluation framework.
(iii) Other responsibilities:
1. The Board of Directors shall provide strategic guidance to the listed entity ensureeffective monitoring of the management and shall be accountable to the listed entity andthe shareholders.
2. The Board of Directors shall set a corporate culture and the values by whichexecutives throughout a group shall behave.
3. Members of the Board of Directors shall act on a fully informed basis in goodfaith with due diligence and care and in the best interest of the listed entity and theshareholders.
4. The Board of Directors shall encourage continuing directors training to ensure thatthe members of Board of Directors are kept up-to-date.
5. Where decisions of the Board of Directors may affect different shareholder groupsdifferently the Board of Directors shall treat all shareholders fairly.
6. The Board of Directors shall maintain high ethical standards and shall take intoaccount the interests of stakeholders.
7. The Board of Directors shall exercise objective independent judgment on corporateaffairs.
8. The Board of Directors shall consider assigning a sufficient number of non-executive members of the Board of Directors capable of exercising independent judgment totasks where there is a potential for conflict of interest.
9. The Board of Directors shall ensure that while rightly encouraging positivethinking these do not result in over-optimism that either leads to significant risks notbeing recognized or exposes the listed entity to excessive risk.
10. The Board of Directors shall have ability to step back to assistexecutive management by challenging the assumptions underlying: strategy strategicinitiatives (such as acquisitions) risk appetite exposures and the key areas of thelisted entitys focus.
11. When committees of the Board of Directors are established their mandatecomposition and working procedures shall be well defined and disclosed by the Board ofDirectors.
12. Members of the Board of Directors shall be able to commit themselves effectively totheir responsibilities.
13. In order to fulfill their responsibilities members of the Board of Directors shallhave access to accurate relevant and timely information.
14. The Board of Directors and senior management shall facilitate the independentDirectors to perform their role effectively as a member of the Board of Directors and alsoa member of a committee of Board of Directors.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations2015 the Board has carried out an annual evaluation of its own performance and that ofits Committees and individual directors. Manner in which such formal annual evaluation wasmade by the Board is given below:
Performance evaluation criteria for Board Committees of the Board and Directorswere approved by the Board at its meeting.
Under law as per the report of performance evaluation the Board shall determineinter alia whether to continue the term of appointment of the independent director.During the year under review there was no occasion to decide on the continuance of theterm of appointment of any of the independent directors and hence the question of takinga decision on their re-appointment did not arise.
Details of Remuneration To Directors
The Company has no stock option plans for the directors and hence it does not formpart of the remuneration package payable to any executive and/or non-executive director.During the year under review none of the directors was paid any performance-linkedincentive.
In 2015-16 the Company did not advance any loans to any of the directors of theCompany.
Compliances Regarding Insider Trading
The Company had in place a Code of Conduct for Prevention of Insider Trading andCorporate Disclosure Practices in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 1992 as amended. These regulations have been substituted by SEBIwith a new set of Regulations which have come into effect from 15 May 2015.
Accordingly the Board at its meeting held on 11th February 2016 approved and adopteda. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation; and b. Code of Conduct to Regulate Monitor and Report Trading by itsemployees and other connected persons.
The said codes are being adhered to the Code referred to in (a) above is placed on theCompanys website www.chankyainvestment.com
Familiarization of Independent Directors
The details of familiarization programme for Independent Directors have been disclosedon website of the Company. In addition to the extensive induction and training provided aspart of the familiarization programme the Independent Directors are also taken throughvarious business and functional sessions in the Board meetings including the Boardmeetings to discuss strategy. The details of Directors induction and familiarizationare available on the Companys website.
Composition Of Board
The Board of Directors of the Company is composed of committed persons withconsiderable experience in various fields. The Board is properly constituted as perRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
As on the date of this report the Board Strength consists of in all 4 directors. Outof them One Director is Non Independent Non-Executive & 3 Directors are Independentand non-executive. All Independent Non-Executive Directors comply with the legalrequirements of being "Independent".
Further none of the Directors on the Board is a Member of more than 10 Committees orChairman of more than 5 Committees across all the Companies in which he is a Director.Also necessary disclosures regarding Committee positions in other public Companies havebeen made to the Company by the Directors at regular intervals. The number ofDirectorships Committee Membership/Chairmanship of all Directors is within respectivelimits prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Meetings Of The Board Of Director
The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from the other Board business. The Board meetings are pre-scheduled& Agenda is circulated well in advance to facilitate the Directors to ensuremeaningful participation in the meetings. However in case of special and urgent businessneed the Committee of Board of Directors met at a short notice and its minutes is notedand confirmed in the subsequent Board meeting. The Agenda for the Board/Committee meetingscover items set out as per guidelines in Listing Regulations & it includes detailednotes on the items to be discussed at the meeting to enable the Directors to take aninformed decision. During the Financial Year 2015-16 Five Board Meetings were held on thefollowing dates:
1. 7th May 2015.
2. 30th May 2015.
3. 29th July 2015.
4. 6th November 2015.
5. 11th February 2016
Details of the Board of Directors and External Directorships
Particulars of the Boards Composition Directors Attendance at BoardMeetings and at the previous
Annual General Meeting number of other Directorships and Board-Committee membershipsheld as on 31st March 2016 are given below:
(*) Includes directorships held in public limited Companies only.
Directorships held in Private Companies Foreign Companies and Companies registeredunder Section 8 of the Companies Act 2013 are excluded.
(@) Includes only positions held in Audit Committee and Shareholders/InvestorGrievance Committee of the Board of Directors.
Committees of The Board
The Board Committee plays a crucial role in the governance structure of the Company andhas been constituted to deal with specific areas/activities which concern the Company andneed a closer review. The Board Committee are set up under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by membersof the Board as a part of good governance practice. The Board supervises the execution ofits responsibilities by the Committees and is responsible for their action. The Chairmanof the respective Committee informs the Board about the summary of the discussions held inthe Committee meetings.
The Board has constituted following Committees of Directors:
Nomination and Remuneration Committee and
Stakeholders Relationship Committee
The Audit Committee consists of three Independent Directors. All members of the AuditCommittee are financially literate and they have accounting or related financialmanagement expertise. The primary purpose of the Audit Committee is to assist the Board ofDirectors (the "Board") of Chankya Investments Limited. (the"Company") in fulfilling its oversight responsibilities with respect to;
(a) the accounting and financial reporting processes of the Company including theintegrity of the audited financial results and other financial information provided by theCompany to its stockholders the public any stock exchange and others
(b) the Company's compliances with legal and regulatory requirements
(c) the Company's independent auditors' qualification and independence
(d) the audit of the Company's financial statements and the performance of theCompany's internal audit function and its Independent Auditors.
Terms of Reference:
The role and terms of reference of Audit Committee covers areas mentioned under ListingRegulations and Companies Act 2013 besides other terms as may be referred by the Boardof Directors. All the Members of Audit Committee are qualified and having insight tointerpret and understand financial statements. The Audit Committee of the Company isentrusted with the responsibility to supervise the Companys internal controls andfinancial reporting process and inter alia performs the following functions;
1. Overseeing the Companys financial reporting process and disclosure offinancial information to ensure that the financial statements are correct sufficientand credible;
2. To review and examine with management the quarterly financial results beforesubmission to the Board;
3. To Review And Examine With The Management The Annual Financial Statement And AuditorReport Thereon Before Submission To The Board For Approval With Particular Reference ToMatters To Be Included In The Directors Responsibility Statement To Be Included In TheBoard Report; Changes If Any In Accounting Policies And Practices And Reasons For TheSame; Major Accounting Entries Involving Estimates Based On The Exercise Of Judgment ByManagement; Significant Adjustments Made In The Financial Statements Arising Out Of AuditFindings; Compliance With Listing And Other Legal Requirements Relating To FinancialStatements; Disclosure Of Any Related Part Transactions; Modified Opinion In The DraftAudit Report;
4. To review management discussion and analysis of financial condition and results ofoperations;
5. To recommend the appointment remuneration and terms of appointment of StatutoryAuditors of the Company and approval for payment of any other services rendered by theAuditors;
6. To review with management the annual financial statements as well as investmentsmade by the unlisted subsidiary companies;
7. To approve or any subsequent modification/disclosure of any Related PartyTransactions in accordance with the Related Party Transaction Policy of the Company;
8. To approve the appointment of Chief Financial Officer after assessing thequalifications experience and background of the candidate;
9. To review and monitor the Auditor independence and performance and effectiveness ofaudit process;
10. To review the performance of statutory and internal auditors adequacy of theInternal Control System;
11. To discuss with statutory auditors before the audit commences about the nature& scope of audit as well as post-audit discussion to ascertain any area ofconcern.
12. To recommend appointment removal remunerations and terms of appointment ofInternal Auditor of the Company;
13. To scrutinize inter-corporate loans and investments made by the Company;
14. To review the adequacy of the Internal Audit function including the structure ofinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage & frequency of internal audit discussing with InternalAuditor any significant finding and reviewing the progress of corrective actions on suchissues;
15. To evaluate internal financial controls and risk management systems;
16. To do the valuation of undertakings or assets of the Company wherever it isnecessary.
17. To review the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.
18. To review the functioning of the Whistle blower mechanism.
19. To review the Companys financial and risk management policies.
20. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders creditors & shareholders (in case of non-payment of declareddividends).
21. To review the statement of uses/application of funds raised through an issue(public issue; rights issue preferential issue etc) the statement of funds utilized forpurposes other than those stated in the offer document/prospectus/notice and makingappropriate recommendations to the Board to take steps in the matter.
22. To carry out any other function as mentioned in the terms of reference of the auditcommittee.
23. To review management letters/ letters of internal control weakness issued by theStatutory Auditors.
24. To review Statement of deviations in terms of Regulation 32(1) & 32(7); includingreport of monitoring agency if applicable.
The periodic review ensures that all areas within the scope of the Committee arereviewed.
Constitution of the Committee:
The Constitution of the Audit Committee is in conformity with the Listing Regulations.The Chairman of the Audit Committee is an Independent Director and is financially literateand has accounting related financial management expertise.
The Composition of the Committee together with the details of the attendance of eachmember as at 31st March 2016 is given below:
Meetings of the Committee:
The Committee met Four times during the financial year 2015-16 on i.e. 30th May 201529th July 2015 6thNovember 2015 & 11th February 2016
Stakeholders Relationship Committee
Terms of the Committee:
1. To consider and resolve the grievances of shareholders of the Company with respectto transfer of shares non-receipt of annual report non-receipt of dividendstransmission split consolidation of share certificates and matters related thereto.
2. To ensure expeditious share transfer process.
3. To evaluate performance and service standards of the Registrar and Share TransferAgent of the Company.
4. To provide guidance and make recommendations to improve investors service level tothe investors.
5. Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI.
Composition & Meeting
The Committee comprises of 2 Non-Executive Independent Directors namely Mrs. Renu SGupta & Pravin B Shah and 1 Non-Executive Director Nilesh A Kulkarni as member of thecommittee.
Responsibilities of Compliance Officer
The compliance officer of the listed entity shall be responsible for-
(a) Ensuring conformity with the regulatory provisions applicable to the listed entityin letter and spirit.
(b) Co-ordination with and reporting to the Board recognized stock Exchange anddepositories with respect to compliance with rules regulations and other directives ofthese authorities in manner as specified from time to time.
(c) Ensuring that the correct procedures have been followed that would result in thecorrectness Authenticity and comprehensiveness of the information statements and reportsfiled by the listed entity under these regulations.
(d) Monitoring email address of grievance redressal division as designated by thelisted entity for the purpose of registering complaints by investors.
Role of Nomination And Remuneration Committee
Terms of the Committee
The Committee was renamed as Nomination & Remuneration Committee and the terms ofreference of the said committee has been revised in order to align with the provisions ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 as amended from time to time.However none of the Directors has been given any remuneration during the year underreview. The Committee has devised a policy on Board Diversity. The objective of the policyis to ensure that the Board comprises adequate number of members with diverse experienceand skills such that it best serves the governance and strategic needs of the Company.
No Stock option has been allotted to any of the Directors during the financial year2015-2016. The terms of reference of Committee broadly includes identifying &selection of candidates for appointment as Directors/Independent Director based on certainlaid down criteria; performing all such functions as are required to be performed by theCommittee with regard to such matters as specified under SEBI (LODR) Regulations 2015 andrequirements of section 178 of the Companies Act 2013. It formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the Directors keymanagerial personnel and other employees. While reviewing the Companys remunerationpolicies and deciding on the remuneration the Board and the Committee considers theperformance of the Company the current trends in the industry the qualifications of theappointee their experience past performance responsibilities shouldered by them thestatutory provisions and other relevant factors.
The Committee also ensures that the level & composition of remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully. The Committee also ensures that the relationshipof remuneration to performance is clear and meets appropriate performance benchmark. TheCommittee also ensures that the remuneration to directors key managerial personnel &senior management involves a balance between fixed & incentive pay reflecting short& long term performance objectives appropriate to the working of the Company & itsgoals.
Role of committees shall inter-alia include the following:
1. To determine/recommend the criteria for determining appointment qualificationspositive attributes and independence of a director and recommend to the Board apolicy relating to
remunerations of directors Key Managerial personal and other employees.
2. To formulate the criteria for evaluation of performance of independent directors andthe board of directors.
3. To devise a policy on desired age and diversity of board of directors.
4. To identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
5. To review and determine all elements of remuneration package of all the Directorsi.e. salary benefits bonus stock options etc.
The composition of the Remuneration Committee is Pravin B Shah (Chairman) Renu S Guptaand Prashant V Vaidya as members of the committee. During the financial year ended 31stMarch 2016 one Remuneration Committee meeting was held.
During the financial year 2015-16 there was no materially significant RelatedParty Transaction with the Directors or the Management their relatives etc. havingpotential conflict with the interests of the Company at large. Further as a matter ofpolicy all the transactions with related parties as per requirements of AccountingStandard 18 are disclosed in the Annual Report of the Company on a regular basis.
There was no related party transaction during the year i.e. transactions of theCompany of material nature with its promoters Directors or the management that may havepotential conflict with the interests of Company at large.
The Company has followed the Accounting Standards issued by the Institute ofChartered Accountants of India to the extent applicable.
The Company has adopted the Code of Ethics and Business principles for themembers of Board and senior management personnel.
The Company has adopted a Code of Conduct for Prevention of InsiderTrading ("the Code") in accordance with the requirements of Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992 and itssubsequent amendment. The code expressly lays down the guidelines and the procedure to befollowed and disclosures to be made while dealing with shares of the Company andcautioning them on the consequences of non-compliance thereof. Further we affirm that nopersonnel have been denied access to the Audit Committee. Employees can report to theManagement concerned regarding unethical behavior act or suspected fraud or violation ofthe Company's Code of Conduct Policy.
The Company is in compliance with all mandatory requirements of ListingRegulations.
The Company has ensured that the person who is being appointed as an IndependentDirector has the requisite qualifications and experience which would be of use to theCompany and which in the opinion of the Company would enable him to contribute effectivelyto the Company in his capacity as an Independent Director.
Extra Ordinary General Meeting & Postal Ballot
During the year under review EGM was held on 20th April 2015 for issue of150000 equity shares as bonus share. The Company has not conducted Postal Ballot votingduring the year.
Means of Communication
The Quarterly Half-Yearly and Annual Financial Results of the Company are forwarded tothe Bombay Stock Exchange immediately upon its approval by the Board of Directors and aresimultaneously published in leading newspapers in English and Marathi (regional language).
In accordance with the Listing Regulations requirements data pertaining toShareholding Pattern Quarterly Financial Results and Other Details are forwarded to theStock Exchange.
During the year under review no presentation was made to the institutional investorsor analysts.
Market Share Price Data:
There has been no trading at BSE Limited during the year under review.
Share Transfer System:
Presently the Share Transfer documents received by the Companys Registrar andTransfer Agents in physical form are processed approved and dispatched with in a periodof 10 to 15 days from the date of receipt provided the documents received are completeand the shares under transfer are not under dispute. For expeditious processing of sharetransfers the Board of Directors of the Company has authorized the Compliance Officer todecide on various issues like transfers/transmission of securities in physical formchange in status of shareholders and confirmation of dematerialization.
SEBI Complaints Redress System (SCORES)
SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBI ComplaintsRedress System the system of processing of investors complaints in a centralized web basedcomplaints redress portal known as SCORES. The salient features of this systemare: centralized database of all
Complaints online upload Action Taken Reports (ATRs) by concerned Companies and onlineviewing by investors of action taken on the complaints and its current status.
The Company is registered with SEBI under the SCORES system.
The Companys Demat International Security Identification Number (ISIN) for itsequity shares in
NSDL and CDSL is INE825M01017.
Outstanding GDRs/ ADRs:
The Company has not issued any GDRs/ADRs.
Reconciliation of Share Capital Audit
A practicing Company Secretary carries out reconciliation of share capital audit onhalf-yearly basis to reconcile the total admitted capital with NSDL & CDSL and totalissued and listed capital. The audit confirms that the total issued/paid up capital is inagreement with the total number of shares in physical form and the total number ofdematerialized shares held with NSDL & CDSL.
There are no Audit qualifications in the Companys financial statement for theyear under review.
Whistle Blower Policy
The Company has established a vigil mechanism by adopting a Whistle Blower Policy forDirectors and employees to report genuine concerns in the prescribed manner. The WhistleBlower policy/vigil mechanism provides a mechanism for the Directors/employees to reportviolations without fear of victimization any unethical behavior suspected or actualfraud violation of the Code of Conduct etc. which are detrimental to theorganizations interest. The mechanism protects whistle blower from any kind ofdiscrimination harassment victimization or any other unfair employment practice. Itprovides a mechanism for employees to approach the Chairman of Audit Committee. During theyear no such incidence was reported and no personnel were denied access to the Chairmanof the Audit Committee. The Whistle Blower Policy of the Company is available on itswebsite.
Corporate Social Responsibility
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March 2016 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Company will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013 introduced by the Government of India the Company has a policyon Prevention of Sexual Harassment at workplace. There was no case reported during theyear under review under the said policy. Details as required under the provisions ofsection 197 (12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are placed on the Companyswebsite i.e. www.chankyainvestment.com as an Annexure to the Director Report. Details asrequired under the provisions of section 197 (12) of the Companies Act 2013 read withRule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are placed on the Companys website i.e. www.chankyainvestment.comas an Annexure to the Director Report. A physical copy of the same will be made availableto any shareholders on request. A cash flow statement for the year 2015-16 is attachedwith the Balance-Sheet.
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
By Order of the Board
For Chankya Investments Limited
Prashant V Vaidya
Compliance Officer & Director
PRAVIN BABRUVAHAN SHAH