IKAB Securities & Investment Ltd.
|BSE: 514238||Sector: Financials|
|NSE: N.A.||ISIN Code: INE874A01010|
|BSE LIVE 15:14 | 14 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 514238||Sector: Financials|
|NSE: N.A.||ISIN Code: INE874A01010|
|BSE LIVE 15:14 | 14 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
[Pursuant to Section 134(3) of the Companies Act 2013]
To All the Members
Your Directors present herewith their 25th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2016.
The financial results of the Company are summarized as under:
REVIEW OF OPERATIONS
The year under review was better for the company than the previous year. The companywas able to increase turnover due to more opportunities in the business. Profitabilityremained at last years levels and the company ended the year with a slight loss butit is hoped that the coming year will be better for us. We are still confident of asignificant improvement in the business environment in the years to come and are verybullish over the next 3-4 years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year anddate of the report.
DIVIDEND & TRANSFER TO RESERVES
In view of the loss the Directors do not recommend any dividend for the Financial Year2016-17 and no amount'of profit was transferred to General Reserve.
INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH COMPANIES(ACCOUNTS) RULES 2014
In view of the nature of activities of the Company the particulars regardingconservation of energy and technology absorption are not given.
There was no foreign exchange earnings and outgo during the year under report.
NUMBERS OF MEETINGS OF THE BOARD
During the year 05 Board meetings were convened and held.
DIRECTORS & DECLARATION FROM INDEPENDENT DIRECTORS
The Board of Directors regret to inform you about the sad demise of Mr GirirajRatan Damani ' Director of the Company on 04.01.2016. The Board place on record richtributes to his memory and their sincere appreciation for his valuable advice and serviceduring his tenure as Director of the company.
Mr. Indra Kumar Bagri (DIN: 00014384) Director of the company retires by rotation atthe ensuing Annual General Meeting and is eligible for re-appointment.
Mr. Prerit Damani (DIN: 00015362) has been appointed as Independent Director of theCompany with effect from 31st March 2016. Necessary resolution has beenproposed at the ensuing Annual General Meeting of the Company for the approval of hisappointment as Independent Director in pursuance of Section 149(4) of the Companies Act2013.
Ms Swati Dujari (DIN: 05349218) and Mr. Prerit Damani (DIN: 00015362) have submitted adeclaration that each of them meets the criteria of independence as provided in subSection (6) of Section 149 of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year. In the opinion ofthe Board the independent directors possess appropriate balance of skills experience andknowledge as required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of directors of the Company was reconstituted duringthe year comprising of three Directors namely Mr. Prerit Damani Ms. Swati Dujari and Mr.Anil Bagri.
04 meetings of the Committee were held during the financial year.
NOMINATION & REMUNERATION COMMITTEE OF BOARD OF DIRECTORS
The Nomination & Remuneration Committee of the Board of directors of the Companywas reconstituted during the year comprising of three Directors namely Mr. Prerit DamaniMs. Swati Dujari and Mr. Indra Kumar Bagri.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behavior actual Or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director / Chairman of the Audit Committeein exceptional cases.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS
The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Companyhttp://www.ikabsecurities.poiicies.htmThere has been no change in the policies since the last fiscal year.
We affirm that the remuneration paid to the directors is as per the terms laid out inthe Remuneration pol icy of the Company
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:
Providing assurance regarding the effectiveness and efficiency of operationsEfficient use and safeguarding of resources
Compliance with policies procedures and applicable laws and regulations andTransactions being accurately reported and recorded timely The Company has budgetarycontrol system to monitor expenditures and operations against budgets on an ongoing basis.
The internal auditor also regularly reviews the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:
The Company does not have any subsidiary/joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the Directors* report as Annexure-I
AUDITORS & THEIR REPORT:
M/s. Aalok Mehta & Co. Chartered Accountants the Auditors of the company whowould retire at the ensuing Annual General Meeting offer themselves for reappointment.They have furnished a certificate confirming that their appointment if made at theensuring Annual General Meeting d for the financial year 2016-2017 their reappointmentwill be in accordance with Section 139 read with section 141 of the Companies Act 2013.
You are requested to appoint Auditors and to fix their remuneration.
The auditors report does not contain any qualifications reservations or adverseremarks in their report.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Shalini Hegde & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarial recordsof the Company for the financial year 2015-16 and their Report issued is attached heretoas Annexure-II.
The Report of the Secretarial Auditor does not contain any observations or adverseremarks. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed asAnntexure -III.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Boards own performance Board committees andindividual directors was carried out pursuant to the provisions of the Act in thefollowing manner:
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy.
The Company has not received any complaint of sexual harassment during the financialyear 2015- 2016.
LISTING AGREEMENT AND LISTING FEES
The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company has paidthe listing fees to BSE Limited for the year 2016-2017.
DEPOSITS FROM PUBLIC:
The Company has not accepted any public deposits in terms of Section 73 of the Act.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments in contraventionof the provisions 'of the Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
During the year under report all related party transactions that were entered were onarms length basis and were in the ordinary course of Company s business. TheCompany has not entered into any contract arrangement or transaction with any relatedparty which could be considered material.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing asis.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website * www.ikabsecurities.com.
MANAGEMENTS DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagements discussion and 1 analysis is annexed as Annexure IV
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.
The Board of Directors is thankful to its Bankers and Institutions for the support andfinancial assistance from time to time.
Your Directors are pleased to place on record their sincere appreciation to all theemployees of the Company whose untiring efforts have made achieving its goal possible.Your Directors wish to thank the Central and State Governments customers suppliersbusiness associates shareholders for their continued support and for the faith reposed inyour Company
Secretarial Audit Report [Section 204(1)]
FORM No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016
(Pursuant to Section 204 (I) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)
IKAB SECURITIES AND INVESTMENT LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ikab Securities and InvestmentLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company the information provided by thecompany its officers agents and authorised representatives during the conduct ofsecretarial audit the explanations and clarifications given to us and the representationsmade by the Management we hereby report that in our opinion the company has during theaudit period covering the financial year ended on 31st March 2016 generallycomplied 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:
We have examined the books papers minute books forms and returns filed and otherrecords made available to us and maintained by the Company for the financial year ended on31st March 2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contract (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial 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 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations 2009 and amendments from time to time;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia ( Share Based Employee Benefits) Regulations 2014; (Not applicable to the Companyduring the 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; (Not applicable to the Company during the audit period) And
(h) The Securities and Exchange Board >f India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the audit period)
(vi) Other laws specifically applicable to the Company namely
1. The RBI Act 1934
2. Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions 2007
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to
board and general meetings.
(ii) TUi Listing Agreements entered into by the Company with BSE Limited read with theSEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
During the period under review the Company has complied with the provisions of theAct Rules
Regulations Guidelines standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive
Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of he Board of Directors that took place during the period under review werecarried out in compliance ith the provisions of the Act.
Adequate notice was 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.
Decisions at the Board Meetings were taken unanimously.
We 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.
We further report that during the audit period no events occurred which had bearing onthe Companys affairs in pursuance of the above referred laws rules regulationsguidelines etc.
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.
IKAB SECURITIES AND INVESTMENT LIMITED
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 process 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 process 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 procedure on test basis.
* 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.
PARTICULARS OF EMPLOYEES
A. Remuneration of Directors [Section 197(12) and Rule 133)
(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
(b) The percentage increase in remuneration of each director chief executive officerchief financial officer. company secretary in the financial year:
(c) The percentage increase in the median remuneration of employees in the financialyear:
(d) The number of permanent employees on the rolls of company:
(e) The explanation on the relationship between average increase in remuneration andcompany performance:
(f) Comparison of the remuneration of the key managerial personnel against theperformance of the ComDanv:
(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
(h) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:
(i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.
(j) Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
(k) The key parameters for any variable component of remuneration availed by thedirectors: N.A.
(l) 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 year: None
(m) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
The Company does not have any employee whose particulars are required to be givenpursuant to rule 2(5)(2) of Companies (Appointment And Remuneration) Rules 2014
DETAILS OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES HELD AND ATTENDED BY DIRECTORS
BOARD OF DIRECTORS
The dates of the meeting were 29.05.201528.07.201513.11.2015 12.02.2016 and31.03.2016
The date of the meetings were 29.05.201528.07.201513.11.2015 and 12.02.2016
NOMINATION AND REMUNERATION COMMITTEE
The Date of the Meetings were 28.07.2015 and 02.01.2016
STAKEHOLDERS RELATIONSHIP COMMITTEE
The date of the meetings were 28.09.2015 & 31.3.2016