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K Dhandapani & Co Ltd.

BSE: 530395 Sector: Others
NSE: N.A. ISIN Code: INE386F01014
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K Dhandapani & Co Ltd. (KDHANDAPANICO) - Director Report

Company director report

To

The Members

K DHANDAPANI AND CO LIMITED

CIN: U74999TN1980PLC008254

Bangalore

Your Directors are pleased to present the Thirty Fifth Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report for the financialyear ended 31st March 2015.

1. FINANCIAL RESULTS:

Particulars For the financial year ended 31st March 2015 (Rs.) For the financial year ended 31st March 2014 (Rs.)
Revenue from operation (Net) NIL NIL
Other Income 10141816 8.225 851
Total Income 10141816 8225851
Less: Operational Expenses
Employee Benefits expenses 225634 5.808
Finance Costs 1955 46.641
Depreciation^ amortisation expenses 266266 365584
Other Expenses 2438698 463.585
Total Expenses 2932553 9016181
Profit/(Loss) Before Tax i 7209263 7.324233
Less: Income tax 264174 1637290
Less Deferred tax (82276) (119.145)
Profit/(Loss) After Tax 7027366 5.806088
Dividends proposed to be distributed to preference shareholders NIL NIL
Tax on dividend NIL NIL
Transferred to General Reserve NIL NIL

2. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

During the year under review the Company did not earn any Revenue from Operation. Theoperations of the Company resulted in a Net Profit after tax of Rs. 70.27 Lakhs whencompared to Rs. 58.06 Lakhs during the previous year.

3. MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2014-15 our Board has met Five times and the meetings of ourBoard of Directors were held on 30th June 2014 4th September 2014 2nd December 2014and 2nd January 2015 27th January 2015.

Proper notices were given and the proceedings were properly recorded and signed in theMinutes Book as required as per the provisions of Companies Act 2013.

4. CHANGES IN BOARD COMPOSITION:

The Board of Directors is duly constituted and there was no appointment or resignationof Directors.

Mr. THIRUMALAI NAMBAKKAM KODHANDAPAN1 (DIN: 00021892) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year Mr. THIRUMALAI NAMBAKKAM DESIKAN (DIN: 00024176) Promoter and Chairmanexpired on 7th November 2014. The Board expressed condolences for his demise and itsappreciation for his invaluable contribution during his tenure as promoter and chairmanfor the progress of the Company since Incorporation.

5. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualification reservation or adverse remarks made by the Auditors intheir report.

The provisions relating to submission of Secretarial Audit Report in not applicable tothe Company.

6. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules M/s. P.B. VIJAYARAGHAVAN & CO (Finn's registrationnumber: 00472 IS) Chartered Accountants Chennai were appointed as Auditors of theCompany to hold the office for a period of five (5) years in the last Annual GeneralMeeting held on 30th September 2014. However their appointment as Statutory Auditors ofthe Company is subject to ratification by the Members at every Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed.

Accordingly members are requested to ratify the appointment of M/s. P.B.VIJAYARAGHAVAIS & CO Chartered Accountants Chennai as statutory auditors of theCompany in the ensuing Annual General Meeting to hold office from conclusion this annualgeneral meeting till the conclusion of the next Annual General Meeting on suchremuneration as may be decided by the Board of Directors from time to time and other outof pocket expenses incurred by him in connection with the audit for the financial yearending March 312016.

Your directors recommend to ratify their appointment as Statutory Auditors of theCompany for the financial year 2015-16

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. The Directors had 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 that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively

8. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return on the prescribed format (MGT-9) is appended as "Annexure I" tothe Board's Report.

9. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review the Company did not grant any loan or provide anyguarantee as per the provisions of section 186 of the Companies Act 2013

10 PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188IU:

Particulars of contract or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 is not applicable to the Company.

11. STATUTORY DISCLOSURES:

a. Conservation of Energy:

The Company's operations are not energy-intensive and as such involve low energyconsumption. However adequate measures have been taken to conserve the consumption ofenergy

b. Technology Absorption:

Operations of the company do not involve any kind of special technology and there wasno expenditure on research & development during this financial year. However yourcompany continues to upgrade its technology in ensuring it is connected with its clientsacross the globe.

c. Foreign Exchange Earnings and outgo:

The Foreign Exchange earnings and outgo during the financial period ended 31st March2015 is as follows:

Particulars 31st March 2015 31st March 2014
(In INR) (In INR)
Foreign Exchange Earninqs NIL NIL
Foreign Exchange Outgo NIL NIL

12. PARTICULARS OF EMPLOYEES:

There was no employee employed during the year who was in receipt of remuneration inexcess of Rs. 500000/- per month of Rs. 6000000/- per annum.

13. RISK MANAGEMENT POLICY:

There is no Risk Management Policy for the Company as its income is only from othersources

14. CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

15. DIVIDEND & RESERVES:

During the year company has not declared and paid any dividend and there was no amounttransferred to General Reserve.

16. DEPOSITS:

During the year under review the Company has not received any deposits from the public.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE PATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementrelate on the date of this report.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company is awaiting orders from CLB for condoning petition made to CLB for paymentof excess dividend beyond the prescribed limits

19. ACKNOWLEDGEMENTS & APPRECIATION:

Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and various regulatory authoritiesfor their consistent support/encouragement to the Company

Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.

For and on behalf of the Board of Directors
Dated: 05/09/2015 T N KOTHANDAPANI TN SRIDHARAN
Place : Chennai Whole Time Director Managing Director
DIN:00021892 DIN: 00021828