Chankya Investments Ltd.
|BSE: 501270||Sector: Financials|
|NSE: N.A.||ISIN Code: INE825M01017|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 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 LIVE 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 2015.
The financial performance of your Company for the year ended March 31 2015 issummarized
The Company income is from interest income on fixed deposit & trading in shares& securities. The Company has increased a loss of Rs. 1.21 lacs compared to last yearloss of Rs. 0.35 mainly on account of 10 times increase in the Annual Listing Fees ofBSE.
The turnover during the year has declined on account of slowdown in Capital & StockMarket. The regulatory fees have increased ten times during 2014-15 & have now doubledin 2015-16. The Company is exploring various investments opportunities in the comingyears.
The Board of Directors does not recommend any Dividend for the year under review
Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any subsidiaries joint venture & associates Company.
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 during the year under review.
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.
Other Corporate Information
The Companys shareholders in the Extra-Ordinary General Meeting held on 20thApril 2015 has approved the issue of Bonus Shares in the ratio of 3 (Three) new equityshare of Rs. 10/- each for every 1 (One) equity share of Rs. 10/- each held by theshareholders of the Company on 6th May 2015 (record date). Post Bonus Issue the paid-upCapital of the Company is Rs. 2000000/- comprising 2 00000 equity shares of Rs. 10/-each. These Bonus shares are listed and traded on BSE Limited
Particulars of Contract Or Arrangement With Related Party
There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014.
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) (I) 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.
Mrs. Renu Surendra Gupta was appointed as Director on 30th June 2015 asAdditional Director of the Company. Notices under Section 160 of the Companies Act 2013from members of the Company signifying the candidatures of Mrs. Renu Surendra Gupta forthe office of the Directors have been received.
The Company has formulated a policy on directors appointment & remunerationincluding criteria for determining qualifications positive attributes independence ofdirector & other matters as provided under section 178(3) of the Companies Act 2013& such policy is annexed with the Directors Report.
Pursuant to the provisions of the Companies Act 2013 evaluation of every Directorsperformance was done by the Nomination and Remuneration Committee. The performanceevaluation of the Non Independent Directors and the Board as a whole committeesthereof and the chair person of the company was carried out by the Independent Directors.Evaluation of the Independent Directors was carried out by the entire Board of Directorsexcluding the Directors being evaluated. A structured questionnaire was prepared aftercirculating the draft norms covering various aspects of the evaluation such as adequacyof the size and composition of the Board and Committee thereof with regard to skillexperience independence diversity attendance and adequacy of time given by thedirectors to discharge their duties Corporate Governance practices etc. The Directorsexpressed their satisfaction with the evaluation process.
The following policies of the company are attached herewith and marked as Annexure 1Annexure 2A and Annexure 2B.
Policy on appointment of Directors and Senior Management (Annexure 1)
Policy on Remuneration to Directors (Annexure 2A)
Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)
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 that there areno material financial and/or commercial transactions between them and the company whichcould have potential conflict of interest with the company at large.
All Directors and Senior Management Personnel have affirmed compliance with the code ofconduct approved and adopted by the Board of Directors.
Directors Seeking Appointment/Re-Appointment
Mr. Prashant Vasudeo Vaidya Director of the Company is retiring by rotation and hasoffered himself for re-appointment.
Pursuant to section 149 and section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 it is proposed thatMrs. Renu Surendra Gupta existing Independent Director who meets the criteria ofIndependence be appointed as an Independent Director of the Company not liable to retireby rotation to hold office for a term of 5 consecutive years commencing from 30thSeptember 2015. She has given a declaration under section 149(7) of the Companies Act2013 that she meets the criteria of Independence as provided in section 149(6) of theCompanies Act 2013.
Mrs. Renu Surendra Gupta is not disqualified from being appointed as a Director interms of Section 164 of the Act and has provided her consent to act as a Director.
Codes of Conduct
The Board of Directors of the Company has laid down two separate Codes of Conduct one for Directors and another for Senior Management and Employees. It has alsoadopted Code for Independent Directors as per Schedule IV of the Companies Act 2013. AllBoard members including Independent Directors and Senior Management Personnel haveaffirmed compliance with the respective Codes of Conduct for the year under review.
Directors Interest in the Company
Directors regularly make full disclosures to the Board of Directors regarding thenature of their interest in the companies in which they are directors or members. TheDirectors of the Company have not entered directly or indirectly any Contract as mentionedin the section 188 of the Companies Act 2013.
Composition of Board
As on the date of this report the Board Strength consists of in all 4 directors. OneDirector is Non-Independent Non-Executive & 3 Directors are Independent and nonexecutive.
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/she is a Director.Also necessary disclosures regarding Committee positions in other public Companies havebeen made to the Company by the Directors at regular intervals.
Meetings of the Board of Director
During the Financial Year 2014-15 Five Board Meetings were held on the followingdates:
1. 15th May 2014
2. 31st July 2014
3. 10th November 2014
4. 27th January 2015
5. 19th March 2015
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 andBoard-Committee memberships held as on 31 March 2015 are given below:
(*) includes directorships held in public limited Companies only.
Directorships held in Private Companies Foreign Companies and Companies registeredunder Section 25 of the Companies Act 1956 are excluded.
(@) includes only positions held in Audit Committee and Shareholders/ InvestorGrievance Committee of the Board of Directors
Committees of the Board
The Board has constituted following Committees of Directors:
Nomination & Remuneration Committee and
Stakeholders Relationship Committee.
Terms of Reference:
The role and terms of reference of Audit Committee covers areas mentioned as per therequirements of section 177 of the Companies Act 2013 besides other terms as may bereferred by the Board of Directors. All the Members of Audit Committee are qualified andhaving insight to interpret and understand financial statements. The brief terms ofreference of the Audit Committee is outlined as under:
1. To select and establish accounting policies.
2. To recommend the Appointment Remuneration & terms of Appointment of Auditors ofthe Company.
3. To review the adequacy of the Internal Control System.
4. To review financial statements and Auditor Report thereon.
5. To review the adequacy of the Internal Audit function & reports reportingstructure coverage and frequency of internal audit.
6. To review the findings of any internal investigations by the internal auditors andreport the matter to the Board of Directors.
7. To review the Companys financial and risk management policies.
8. To review and monitor Auditors independence and performance and effectiveness ofaudit process.
9. To approve or any subsequent modification of transactions of the Company withrelated parties. 10. To scrutinize inter-corporate loans & investments.
11. To do the valuation of undertakings or assets of the Company wherever it isnecessary.
12. To evaluate internal financial controls & risk management systems.
13. To monitor the end use of funds rose through public offers if any & itsrelated matters.
Meetings of the Committee:
The Committee met Four times during the financial year 2014-15 on i.e. 15thMay 2014 31st July 2014 10th November 2014 & 27thJanuary 2015.
Constitution of the Committee:
The Chairman of the Audit Committee is an Independent Director and is financiallyliterate and
has accounting related financial management expertise.
The Composition of the Committee together with the details of the attendance of eachmember as
at 31st March 2015 is given below:
Stakeholders Relationship Committee
Terms of the Committee:
1. To scrutinize and approve registration of transfer of shares/warrants issued or tobe issued.
2. The Shareholders and Investors complaints on matters relating totransfer of shares non receipt of annual report non-receipt of dividends and mattersrelated thereto.
3. To exercise all power conferred on the Board of Directors under Articles ofAssociation.
4. Attending to investors queries and complaints regarding transfer dividendannual reports etc.
5. Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI.
Details of Pending Investor Grievances and Compliance Officer:
There were no investor grievances pending for Redressal as the end of the financialyear and all the queries from the stakeholders were attended to promptly. Further therewere no pending transfers for the year under review.
Further the details of the Compliance Officer designated for handling of the Investorgrievances is provided as under:
Name : Mr. Prashant Vasudeo Vaidya
Address : Malhotra House 5th Floor Opp. G.P.O. Fort Mumbai 400001
Email ID : firstname.lastname@example.org
Composition & Meeting
The Committee comprises of 2 Non-Executive Independent Directors namely Mr. Pravin BShah
(Chairman) Mr. Nilesh A Kulkarni & Mr. Prashant V Vaidya (Compliance Officer) asmember of
Nomination & 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.
No Stock option has been allotted to any of the Directors during the financial year2014-2015. 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 section 178 of the Companies Act2013. It formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees. Whilereviewing the Companys remuneration policies and deciding on the remuneration theBoard and the Committee considers the performance of the Company the current trends inthe industry the qualifications of the appointee their experience past performanceresponsibilities shouldered by them the statutory 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.
The composition of the Remuneration Committee is Mr. Pravin B Shah (Chairman) Mr.Prashant V Vaidya & Mr. Nilesh A Kulkarni as member of the committee.
During the financial year ended 31st March 2015 no Remuneration Committeemeeting was held.
Materially significant Related Party Transactions:
There is no any Related Party Transactions during the year.
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 Clause 49 of the Listing Agreement is not applicable to the Company.
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.
The Company has complied with all requirements of regulatory authorities. Nopenalties/strictures were imposed on the Company by Stock Exchanges/SEBI or any otherstatutory authority on any matter related to Capital market.
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. As per Section 149 of the Companies Act 2013 an independentdirectors shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for reappointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report.
The Revised Clause 49 of the Listing Agreement (applicable from October 1 2014) is notapplicable to the Company as the paid-up capital of the Company was less than Rs. 10crores and net worth of the Company was less than Rs. 25 crore as on 31stMarch 2015.
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 45th Annual General Meeting ofthe Company. However their appointment as Statutory Auditors of the Company is subject toratification by the members at every Annual General Meeting. The Company has received acertificate from the said Auditors that they are eligible to hold office as the Auditorsof the Company and are not disqualified for being so appointed. Necessary resolution forratification of appointment of the said Auditor is included in this 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 terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
i. In the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating 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 2015.
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 proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vi. That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
Annual Evaluation by the Board of Its Own Performance Its Committees and
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.
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 2014-15 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inDirector Report. The recommendation by the Audit Committee as and when made to Board hasbeen accepted by it.
Market Share Price Data:
There has been no trading at BSE Limited during the financial year 2014-15.
Means of Communication:
The Quarterly Half-Yearly and Annual Financial Results of the Company are forwarded toBSE Limited immediately upon its approval by the Board of Directors and are simultaneouslypublished in leading newspapers in English and Marathi (regional language).
In accordance with the Listing Agreement requirements data pertaining to ShareholdingPattern Quarterly Financial Results and Other Details are forwarded to the StockExchange.
During the year under review no presentation was made to the institutional investorsor analysts.
Share Transfer System:
Presently the Share Transfer documents received by the Companys Registrar andTransfer Agents in physical form are processed approved and dispatched within a period of5 to 15 days from the date of receipt provided the documents received are complete andthe shares under transfer are not under dispute.
For expeditious processing of share transfers the Board of Directors of the Companyhas authorized the Compliance Officer to decide on various issues liketransfers/transmission of securities in physical form change in status of share holdersand confirmation of dematerialization.
SEBI Complaints Redress System (SCORES)
SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBIComplaints Redress System the system of processing of investors complaints in acentralized web based complaints redress portal known as SCORES. The salientfeatures of this system are: centralized database of all Complaints online upload ActionTaken Reports (ATRs) by concerned Companies and online viewing by investors of actiontaken 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 INE 825M01017.
Outstanding GDRs/ ADRs:
The Company has not issued any GDRs/ADRs.
There are no Audit qualifications in the Companys financial statement for theyear under review.
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.
Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s).Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of theCompanies Act 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is alsoavailable on Public domain.
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 there is no element of risk identifiedthat may threaten the existence of the Company. The Company has a Risk Management Policywhich has been adopted by the Board of Directors currently the Company's risk managementapproach comprises of governance identification & assessment of risk. The risks havebeen prioritized through a Companywide exercise. Members of Senior Management haveundertaken the ownership and are working on mitigating the same through co-ordinationamong the various departments insurance coverage security policy and personal accidentcoverage for lives of all employees. Risk Assessment and Minimization procedures are inexistence and are reviewed periodically.
Whistle Blower Mechanism
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 vigilmechanism is overseen by the Audit Committee and provides adequate safeguards againstvictimization of employees and Directors. Whistle Blower Policy is a mechanism to addressany compliant(s) related to fraudulent transactions or reporting intentionalnon-compliance with the Companys policies and procedures and any other questionableaccounting/operational process followed. It provides a mechanism for employees to approachthe Chairman of Audit Committee. During the year no such incidence was reported and nopersonnel were denied access to the Chairman of the Audit Committee.
Clause 49 of the Listing Agreement with the Stock Exchanges regarding CorporateGovernance is not applicable to the Company as its paid-up capital & net worth isbelow the prescribed limit of SEBI however the Company has adopted all relevant sectionswhich are applicable to it as per Companies Act 2013.
A Certificate from the Director in respect of the Financial Statements forms part ofthe Annual
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is notapplicable to the Company.
Conservation of Energy Technology Absorptions and Foreign Exchange Earnings
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3)(m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.
Particulars of Employees:
None of the employees of the Company is in receipt of remuneration prescribed underSection 197 (12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particulars ofEmployees) Rules 1975 does not arise.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2015 in prescribedform duly audited by the Practicing Company Secretary Ms. Mruga Vasavada is annexedherewith and forming part of the report as Annexure 3.
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 - 4)
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.
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 2015have been disclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2014-2015 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.
Your Directors take this opportunity to thank the Financial Institutions BanksBusiness
Associates Central and State Government authorities Regulatory authorities StockExchanges and all the various stakeholders for their continued co-operation and support tothe Company and look forward to their continued support in future.
We applaud them for their superior levels of competence dedication and commitment toyour Company.
ANNEXURE 1 TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015: POLICY ONAPPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT
I. APPOINTMENT OF DIRECTORS
The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:
1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;
2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligations as Director for informed and balanced decision making
3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors
Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.
REMOVAL OF DIRECTORS
If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions
SENIOR MANAGEMENT PERSONNEL
The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team.
Senior Management personnel are appointed or promoted and removed/relieved with theauthority of Managing Director & CEO based on the business need and the suitability ofthe candidate. The details of the appointment made and the personnel removed one levelbelow the Key Managerial Personnel during a quarter shall be presented to the Board.
ANNEXURE 2A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015
POLICY FOR REMUNERATION OF THE DIRECTORS
This Policy sets out the approach to Compensation of Directors in Chankya InvestmentsLimited.
The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in Investments & Financial activities to bethe most trusted brand in the business we operate in and focus on customer serenitythrough transparency quality and on time delivery to be a thought leader and establishindustry benchmarks in sustainable development.
In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.
NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as directors participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall deter mine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions.
Managing Director & Chief Executive Officer (MD & CEO) and Executive Director
Remuneration of the MD & CEO and Executive Directors reflects the overallremuneration philosophy and guiding principle of the Company. While considering theappointment and remuneration of Managing Director and Executive Directors the NRC shallconsider the industry benchmarks merit and seniority of the person and shall ensure thatthe remuneration proposed to be paid is commensurate with the remuneration packages paidto similar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.
The remuneration to the MD & CEO shall be recommended by NRC to the Board. Theremuneration consists of both fixed compensation and variable compensation and shall bepaid as salary commission performance bonus stock options (where applicable)perquisites and fringe benefits as per the policy of the Company from time to time and asapproved by the Board and within the overall limits specified in the Shareholdersresolution. While the fixed compensation is determined at the time of appointment thevariable compensation will be determined annually by the NRC based on the performance ofMD & CEO. The term of office and remuneration of MD & CEO is subject to theapproval of the Board of Directors
shareholders and Central Government as may be required and within the statutorylimits laid down in this regard from time to time.
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD &CEO in accordance with the provisions of Schedule V to the Companies Act 2013
If a MD & CEO draws or receives directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Companies Act 2013 or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recover y of such sum refundable to it unless permitted by theCentral Government of the Company.
Remuneration for MD & CEO is designed subject to the limits laid down under theCompanies Act 2013 to remunerate him / her fairly and responsibly. The remuneration tothe MD & CEO comprises of salary perquisites and benefits as per policy of theCompany and performance based incentive apart from retirement benefits like P.F.Superannuation Gratuity Leave Encashment etc. as per Rules Salary is paid within therange approved by the Shareholders. Increments are effective annually as recommended/approved by the NRC / Board. The MD & CEO is entitled for grant of Stock Options asper the approved Stock Options Schemes of the Company from time to time
Information on the total remuneration of members of the Companys Board ofDirectors Managing Director and Executive Directors and KMP/senior management personnelmay be disclosed in the Boards report and the Companys annual report / websiteas per statutory requirements in this regard.
ANNEXURE 2B TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES
This policy shall be effective from the financial year 2014-15.
To establish guidelines for remunerating employees fairly and in keeping with Statutes.
1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.
2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.
3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of July after the salary increment exercise.
4. The variable component of the remuneration will be a function of the employeesgrade.
5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.
6. An Annual compensation survey is carried out to ensure that the Companyscompensation is externally competitive. Based on the findings of the survey and thebusiness performance the committee decides:
(i) The increment that needs to be paid for different performance ratings as well asgrades.
(ii) The increment for promotions and the total maximum increment.
(iii) The maximum increase in compensation cost in % and absolute.
(iv) Compensation corrections are made in a few cases where it is outside the band orto keep it tune with the market.
ANNEXURE 3 TO THE DIRECTOR REPORT FOR THE YEAR ENDED 31ST MARCH 2015
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Chankya Investments Limited
Malhotra House 5th Floor
Opp G P O Fort
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Chankya Investments Limited(hereinafter called the company) (CIN No. L67120MH1974PLC017806). Secretarial Audit wasconducted in a manner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 hascomplied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange
Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) 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 DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - Not Applicable to the Company duringthe Audit Period;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; - Not Applicable to the Company during the Audit Period;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; -Not Applicable to the Company during the Audit Period;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and - Not Applicable to the Company during the Audit Period;
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; - Not Applicable to the Company during the Audit Period;
I have also examined compliance with the applicable clause of the following:
i. The Secretarial Standards issued by the Institute of Company Secretaries of India.(Not applicable since notified and effective from July 1 2015.)
ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that the Board of Directors of the Company is duly constituted withproper balance of Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decision at Board Meetings and Committee Meetings are carried unanimously asrecorded in the minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
Membership No. A26793
CP No. 9647
This Report is to be read with our letter of even date which is annexed as Annexure Aand Forms an integral part of this report.
Chankya Investments Limited
Malhotra House 5th Floor Opp G P O Fort Mumbai 400001.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
Mruga Vasavada Membership No. A26793
CP No. 9647
CERTIFICATE ON FINANCIAL STATEMENTS
Chankya Investments Limited
We Mr. Prashan t Vaidya an d Mr. Pravin Shah Directors of Chankya Investments Limitedhereby certify that:
1. We have reviewed the financial statements and the cash flow state ments for thefinancial year 2014-15 an d to the best of my knowle dge an d belief:
2. These statements do not contain any materially untrue state ment that might bemisleading with respect to the statements made.
3. These financial state ments and other financial information included in this reportpresent a true and fair view of th e Company s affairs for the period presented inthis report and are in compliance with current accoun ting standards applicable laws andregulations and full explanations has been given for any material departure in complianceof Accounting Standards.
4. There are to the best of my knowledge and be lief no tran sactions entere d intoby the Company during the year wh ich are fraudulent illegal or in violation of theCompanys code of conduct.
5. We are responsible for establishing and maintaining intern al controls for financialreporting an d have evaluate d the effectiveness of internal control systems of theCompany pertainin g to financial reportin g.
6. We have disclosed to the Companys Auditor and Audit Committee of the Companyall sign ificant de ficiencies in the design or operation of the internal controls ifany of which we are aware and the steps taken or proposed to be taken to rectify thedeficiencies;
7. We have in dicated to the Auditors and the Audit Committee: a. Significant changesin accounting policies made during the year and that the same have been disclosed suitablyin the notes to the financial statements; and b. That there were no Instances ofsignificant fraud that involves management or other employees who have a significant rolein the Companys internal control system over financial reporting. c. We furtherdeclare that all Board Members and Senior Managerial Personnel have affirmed compliancewith the Code of Conduct for the current Financial Year.