The Board of your Company is delighted in presenting its 28th Report. TheReport is being presented along with the Audited Financial Statements for the FinancialYear ended March 31 2016.
|Financial Highlights (Standalone) || || |
|Particulars ||For the year ended |
| ||March 31 2016 ||March 31 2015 |
|Total Revenue from Operations ||296494129.67 ||289716408.49 |
|Total Expenses ||293451752.36 ||286975225.25 |
|Profit Before Tax ||3043377.31 ||2741183.24 |
|Provisions for Taxes ||903023.94 ||833964.00 |
|Profit After Tax ||2139353.37 ||1907219.54 |
|Opening Surplus in Statement of P&L ||7217714.56 ||5334252.20 |
|Closing Surplus in Statement of P&L ||9336794.02 ||7217714.56 |
|Earnings Per Share (Re.) ||0.40 ||0.36 |
Your Company is a Non Banking Financial Company registered with RBI vide Certificate ofRegistration No. B- 14 00143 dated 12.09.2001. The Company is regular in makingcompliances of various rules and regulations made by RBI for NBFCs.
During the Financial Year (FY) Net Revenue from operations of your Company increased by2.32% from Rs. 2897 lacs in FY 2014-15 to Rs. 2964 lacs in FY 2015-16. Profit beforetax (PBT) has shown a significant increase of 11% from Rs. 27 lacs in FY 2014-15 to Rs. 30lacs in FY 2015-16. Your Companys Profit after tax (PAT) has also increased by 12.5%from Rs. 8 lacs in FY 2014-15 to Rs. 9 lacs in FY 2015-16 under review.
A detailed discussion on the business performance and future outlook has been given inManagement Discussion and Analysis (MDA).
Consolidated Financial Statement
In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated FinancialStatements read with AS - 23 on Accounting for Investments in Associates the auditedConsolidated Financial Statements are not applicable to your Company hence no informationis being provided.
Change in nature of Business
During the year under review there was no change in the nature of Business.
Performance of Subsidiary Associate and Joint Venture Companies
Your Company do not have any Subsidiaries Joint Venture and Associates Companies.Accordingly No information is provided in respect of changes therein.
The Board of your Company in its meeting approved the policy for determining MaterialSubsidiaries. At present the Company does not have any subsidiary including MaterialSubsidiary.
The Policy on Material Subsidiary has been displayed at the website of the Companywww.gkconsultantsltd.com under the heading "Investor".
Board Composition and Independent Directors
The Board consists of the Non-Executive Chairman 3 Executive directors 1 Nonexecutive and 3 Independent & Non-Executive directors. Independent directors areappointed for a term of five years and are not liable to retire by rotation.
Retirement of Rotation
Pursuant to Section 152 of the Companies Act 2013 Mr. Anil Kumar Goel (DIN:01050857) Directors retires by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the companies Act 2013 the KeyManagerial Personnel of the Company is
|Mr. Vijay Kumar Sinha ||Managing Director |
|Ms. CS Shilpa Verma ||Company Secretary |
|Mr. Ashok Kumar Das ||Chief Financial Officer |
Declaration of Independence u/s 149(6)
The Board has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and in the opinion of the Boardthey fulfill the conditions specified in the Act and the Rules made thereunder and areIndependent of the management.
During FY 2015-16 the Board met 15 (Fifteen) times on April 10 2015; May 12 2015;May 20 2015; July 14 2015; August 1 2015; August 28 2015; September 14 2015; October5 2015; October 14 2015; November 9 2015; December 30 2015; January 14 2016; January28 2016; February 6 2016; and March 31 2016. For details please Refer Report onCorporate Governance on Page No 26 of the Financial Year 2015-16.
Annual Evaluation - Board and its Committees
The Nomination and Remuneration ("NR") Committee has laid down propercriteria and procedure to evaluate and scrutinize performance of the Chairman eachDirector (including Executive Non-Executive and Independent Directors) of the Board as awhole and its Committee.
As per laid down procedure the Independent Directors held a separate meeting to reviewthe performance of the Chairman of the Company after taking into account the views ofExecutive and Non-Executive Directors. The Independent Directors also reviewed performanceof every Executive and Non-Executive Director of the Board. The performance evaluation ofeach Independent Director was done by the entire Board (except the Independent Directorsbeing evaluated). The performance of each committee has been evaluated by its members andfound to be highly satisfactory. On the basis of this exercise the NR Committee and theBoard after recognising the important contribution being made by each IndependentDirector has decided that all Independent Directors should continue to be on the Board.
Your Company has set up a Nomination and Remuneration (NR) Committeepursuant to Section 178 of the Act which has formulated a Policy for DirectorsAppointment and remuneration for Directors KMP and other employees. They have alsodeveloped the criteria for determining qualifications positive attributes andIndependence of a Director including making Payments to Non-Executive Directors if any.
Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereofRemuneration details of the Employees KMPs and Directors along with the details of theRatio of the Remuneration of each Director to the Median Employees Remunerationforms Part of the Report and are attached as
Directors Responsibility Statement
Your Directors make the following statement in terms of Section 134(3)(c) & (5) ofthe Act which is to the best of their knowledge and belief and according to theinformation and explanations obtained by them: a. that in the preparation of the AnnualAccounts for the Financial Year ended March 31 2016 the applicable Accounting Standardshave been followed along with proper explanation relating to Material Departures; b. thatAppropriate Accounting Policies have been Selected and applied consistently and Judgmentsand Estimates that are reasonable and Prudent have been made so as to give a true and fairview of the State of Affairs as at March 31 2016 and of the Profit of your Company forthe Financial Year ended March 31 2016; c. that Proper and Sufficient care has been takenfor the Maintenance of adequate accounting Records in accordance with the Provisions ofthe Act for safeguarding the assets of your Company and for preventing and detectingfraud and other irregularities; d. that the Annual Accounts for the Financial Year endedMarch 31 2016 have been prepared on a going concern basis; e. that the Directors havelaid down Internal Financial Controls which were followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f. that theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
At G.K. Consultants it is our firm belief that the essence of Corporate Governancelies in the phrase Your Company. It is Your Company because itbelongs to you the shareholders. The Chairman and Directors are Yourfiduciaries and trustees. Their objective is to take the business forward in such a waythat it maximises Your long-term value.
The Company believes that the Code of Corporate Governance is an excellent tool tosecure the Corporate Excellence in the country. Hence the company is in full Compliancewith the Norms and disclosures that have to be made on Corporate Governance as per theRequirements of Schedule V(C ) of Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015 (LODR).
The Board has also evolved and adopted a Code of Conduct based on the principles ofGood Corporate Governance and best management practices being followed. The Code isavailable on the website of your Company www.gkconsultantsltd.com. A Report on CorporateGovernance along with the Auditors Certificate on its compliance is annexed heretoas Annexure - II.
Management Discussion and Analysis Report
A detailed chapter on Management Discussion and Analysis (MDA) pursuant toRegulation 34 and Schedule V(E) of Securities Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulation 2015 is annexed hereto as Annexure IIIand forms part of this Annual Report.
Transfer to General Reserve
As the entire profit has been transferred to the Statement of Profit and Lossaccordingly no sum is being transferred to the General Reserve of the Company for theFinancial Year under review.
Contingent Provision on Standard Assets
Your company has created a general provision of Rs. 126872.70 at 0.30% of theoutstanding standard assets as per notification no. RBI/2010-11/370 dated 17th January2011 issued by RBI for all NBFCs.
To conserve funds for undertaking future activities your Board has decided to not torecommend any Dividend for the Financial Year under review.
Transfer to Investor Education and Protection Fund (IEPF)
During the year under review as there was no amount due to transfer in IEPFaccordingly no amount has been transferred to IEPF.
During the year under review the Company did not accept any deposit from publicaccordingly no information is required to be appended to this Report in terms of NonBanking Financial Companies (Reserve Bank) Directions 1977.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Companyhave occurred between April 1 2016 and the date of signing of this Report.
Loans Guarantees and Investments
Details of Loans and Investments covered under the provisions of Section 186 of the Actare given in the notes to the Financial Statements.
However during the FY 2015-16 your Company has not provided any guarantee pursuant toprovisions of Section 186 of the Act.
Related Party Transactions
All related party transactions pursuant to Section 188(1) of the Act that were enteredinto during the Financial Year were on an arms length basis and in the ordinarycourse of business. There were no materially significant related party transactions madeby your Company with its Promoters Directors Key Managerial Personnels or otherdesignated persons which might have a potential conflict with the interest of the Companyat large.
As there was no matter requiring approval of the Board therefore no detail required tobe provided in Form AOC-2. Your Company has developed Standard Operating Procedures forthe purpose of identification of Related Party Transactions and monitoring on a regularbasis. Related party transactions if any were disclosed to the Board on a regular basisas per AS 18.
The policy on Related Party Transactions as approved by the Board has been displayed atthe website of the Company www.gkconsultantsltd.com under the heading"Investor".
None of the Directors has any pecuniary relationships or transactions vis--vis theCompany except as already disclosed in the audited Financial Statements as per AS-18.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy todeal with instance of fraud and mismanagement if any. The Policy enables the EmployeesDirectors and other stakeholders to raise their concern. There was no incident when theaccess to the Audit Committee was denied to any employees with respect to Vigil Mechanism.
The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of theCompany www.gkconsultantsltd.com under the heading "Investor".
The Audit Committee of your Company comprises of the following Directors:
|1. Mr. Piyush Prakash ||Chairman |
|2. Mr. Subodh Gupta ||Member |
|3. Ms. Preety Tosh ||Member |
The details of Audit Committee and its terms of reference etc. have been given in theCorporate Governance Report annexed to this Report. During the Year under review there wasno such recommendation of the Audit Committee which was not accepted by the Board.
M/s. Umesh Amita & Co Chartered Accountants (FRN 007238C) Agra were appointedas Statutory Auditors of the Company for a period of term of 3 (three) years from theconclusion of the 26th Annual General Meeting (AGM) of the Company till theconclusion of the 29th Annual General Meeting to be held in the year 2017 andin view of the provisions of the Companies Act 2013 and the rules framed thereafter theirappointment needs to be ratified annually. Your Company has received an eligibility letterfrom the auditors to the effect that the ratification of their appointment would be inaccordance with the provision of Sections 139 and 141 of the Act. The Board recommends theratification of their appointment.
Pursuant to the Provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed M/s. Anshul Singla & Associates (CP No 9165 ACS: 25695) a soleProprietor of Company Secretaries in Practice to undertake the Secretarial Audit of theCompany for the financial year ended March 31 2016.
The Secretarial Audit Report for the Financial Year ended March 31 2016 is annexedherewith as
Annexure - IV.
Auditors Report and Secretarial Auditors Report
The observations of Auditors in their Report read with the relevant notes to accountsare self-explanatory and therefore do not require further explanation pursuant to Section134(3)(f)(i).
The Secretarial Audit Report for FY 2015-16 also does not bear any adverse comments orobservations that require any explanation pursuant to Section 134(3)(f)(ii).
Internal Control Systems
Your Company has a proper and adequate system of internal controls. This ensures thatall assets are safeguarded and protected against loss from unauthorised use or dispositionand those transactions are authorised recorded and reported correctly.
An extensive programme of internal audits and management reviews supplements theprocess of internal control. Properly documented policies guidelines and procedures arelaid down for this purpose. The Internal Control System has been designed to ensure thatthe financial and other records are reliable for preparing financial and other statementsand for maintaining accountability of assets.
To strengthen the internal control system in providing finance to parties your Companyhas got itself registered with CIBIL.
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Insider Trading Code
In compliance with the SEBI regulation on prevention of insider trading your Companyhad instituted a Comprehensive Code of Conduct for Regulating Monitoring and Reporting ofTrading by Insiders. The said Code has laid down guidelines which advised them onprocedures to be followed and disclosures to be made while dealing with shares of theCompany and cautioned them on consequences of non-compliances.
Further your Company has put in place a Code of Practices and Procedures of FairDisclosures of Unpublished Price Sensitive Information. Both the aforesaid Codes are inlines with the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.
Business Responsibility Report
Your Company is not required to prepare any Business Responsibility Report (BRR) hencethe same is not provided along with this Report.
The shares of your Company are presently listed on Bombay Stock Exchange Limited (BSE)Ahmedabad Stock Exchange (ASE) and Calcutta Stock Exchange Limited (CSE) except the DelhiStock Exchange Limited (DSE) due to withdrawal of recognition granted by SEBI to DSE. TheCompany confirms that it has paid the Annual Listing Fees of Stock Exchange except ASECSE for the year 2016-17 as they have not sent the invoices of Annual Listing fee.
Your Directors place on record their appreciation for the significant contribution madeby all employees who through their competence dedication hard work co-operation andsupport have enabled the Company to perform on a continual basis.
Particulars of Employees
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company because no employee is drawingsalary more than the limit of Rs 60 lacs as prescribed in the said Rule.
Extract of Annual Return
The details forming part of the extract of the Annual Return pursuant to Sections 92(2)and 134(3)(a) of the Act and Rules made thereof in form MGT 9 is annexed herewith as Annexure- V.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is as under:
A. Conservation of Energy
The Company uses energy for its office equipment such as computers lighting andutilities at its work premises. As an ongoing process the following measures areundertaken to conserve energy:
a) Implementation of viable energy saving proposals. b) Awareness and trainingsessions at regular intervals to concerned operational personnel on opportunities ofenergy conservation and their benefits.
B. Technology Absorption
Your Company being an Investment Company and engaged in financing businessdoes not have any activity relating to technology absorption and export of materialsgoods or services.
C. Foreign Exchange Earnings and Outgo
During the Financial year under consideration there are no Earnings and Outgo ofForeign Exchange.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise;
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;
3. The Managing Director of the Company has not received any remuneration or commissionfrom any of its subsidiaries as the company does not have any subsidiary; and
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (SHWWA) Your Directors further state that during the year under review therewere no cases filed pursuant to the SHWWA and Rules made thereof
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Government authorities Banksand Vendors. The Board also takes this opportunity to express its deep gratitude for thecontinued co-operation and support received from its valued shareholders.
|For and on behalf of the Board || |
|Vijay Kumar Sinha ||Piyush Prakash |
|Managing Director ||Chairman |
|DIN: 01089578 ||DIN: 02014796 |
|New Delhi || |
|May 24 2016 || |
Detail pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014:
(i) The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the Financial Year;
|Sl. No. ||Name of Directors/ KMP and Designation ||Remunera tion of Director/K MP for Financial Year 2015-16 ||% increase in Remunera tion in Financial year 2015- 16 ||Ratio of the remuneration to the median employees remuneration ||Comparison of the Remuneration of KMP against the performance of the Company |
| ||Executive Directors || || || || |
|1 ||Mr. Vijay Kumar Sinha ||No ||N.A. ||N.A. || |
| ||Managing Director ||remunerati || || || |
|2. ||Mr. Anil Kumar Goel ||on drawn || || || |
|3. ||Mr. Subodh Gupta || || || || |
| ||Non-Executive and || || || || |
| ||Independent Directors || || || || |
|4. ||Mr. Brij Mohan Sharma ||No ||N.A. ||N.A. || |
|5. ||Mr. Piyush Prakash ||remunerati || || || |
|6. ||Ms. Preety Tosh ||on drawn || || || |
| ||Non-Executive and Non- Independent Directors || || || || |
|7. ||Mrs. Divya Malini Gupta || || || || |
| ||Employees and KMP || || || || |
|8. ||Mr. Ashok Kumar Das CFO ||480000 ||6.67% ||N.A. ||Company's overall turnover was up by |
|9. ||Ms. Shilpa Verma Company Secretary ||300000 ||2.41% ||N.A. ||2.32%. PBT was up by 11% and PAT was up by 12.5%. The compensation for the KMP being officials of the Company are also guided by the external competitiveness. |
(ii) The median remuneration of employees of the Company during the financial year wasRs. 2.92 lacs. (iii) Median salary of employees in current year has increased by 5.26% incomparison to the previous year.
(iv) The number of permanent employees on the rolls of company as on March 31 2016 was9 (Nine) nos. (previous year 9 (Nine) nos.).
(v) The relationship between average increase in remuneration and company performance:-Company's overall turnover was up by 2.32 %. PBT was up by 11% and PAT was up by12.5%.Overall median increase in salary of employees is reasonable and in line withCompany performance considering the market inflation also.
(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:
Key Managerial Personnel remuneration is partly fixed and partly variable linked withmarket conditions comprising market trend. Variable salary element is linked withindividual and company performance in the relevant Financial Year.
(vii) (a) Variations in the market capitalisation of the company: The Marketcapitalisation as on March 31 2016 was Rs.1110.17 lacs (March 31 2015 was Rs. 1357.16lacs).
(b) Price Earnings Ratio of the Company was 50.25 (times) as at March 31 2016 and70.97 (times) as at March 31 2015.
(viii) Average percentage increase made in the salary of employees other than themanagerial personnel Year i.e. 2015-16 was 2.73 %.
The compensation for the Key Managerial Personnel Senior Management and employees(staff) of the Company is guided by the external competitiveness.
Internally performance ratings of all employees (staff) are always spread across anormal distribution curve. The rating obtained by an employee is used as an input todetermine his variable and merit pay increases. Variable and Merit pay increases arecalculated using a combination of individual performance and Company performance.Compensation is determined based on identified skill sets critical to success of thecompany. It is determined as per managements review of market demand and supply.
(ix) The key parameters for any variable component of remuneration availed by theDirectors are considered by the Board of Directors based on the recommendations ofNomination & Remuneration committee as per the Remuneration policy for Directors KeyManagerial Personnels and other Employees.
(x) The ratio of the remuneration of the highest paid Director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid Directorduring the Financial Year:- The Directors are not drawing any salary during the financialyear.
(xi) It is hereby affirmed that Remuneration to Key Managerial Personnel and Employeesof the Company are in line with the Remuneration Policy of the Company.