Your Directors are pleased to present the Companys 29th Annual Reportand the audited accounts for the year ended 31st March 2014.
|FINANCIAL RESULTS FOR THE YEAR 14-15: || || |
| || ||(Amount in Rs.) |
|PARTICULARS ||2014-15 ||2013-14 |
|Income From Operation-other income ||1061294.00 ||985257.00 |
|Other Income ||7183207.27 ||10683411.49 |
|Total Income ||8244501.27 ||11668668.49 |
|Expenses from operation ||3654205.80 ||7836015.88 |
|Profit/ Loss Before Tax ||3140586.52 ||3215138.41 |
|Current Tax ||234628.50 ||600000.00 |
|Earlier year Tax ||479253.00 ||12164.00 |
|deferred Tax ||0.00 ||0.00 |
|Profit/ Loss After Tax ||2426705.02 ||2602974.41 |
During the year under review the Company has generated total revenue of Rs. 8244501.27 as against 11668668.49 of the previous financial year. The net profit for theyear under review has been Rs. 2426705.02 as against Rs. 2602974.41 during theprevious financial year. Your Directors are continuously looking for the new avenues forfuture growth of the Company and expect more growth in future period.
A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.
DIVIDEND & APPROPRIATIONS:
In order to conserve the resources in the year 2014-15 the Directors do not recommendany dividend for the year.
BOARD OF DIRECTORS:
1. Mrs. Chaitali Bharatbhai Patel (DIN: 06957559) Director of the Company retiresby rotation and being eligible offers herself for re-appointment.
2. Mrs. Chaitali Bharatbhai Patel (DIN: 06957559) Woman Promoter Director wasappointed on the Board as a Director on 30th September 2014 after gettingapproval of the shareholders in the previous Annual General Meeting.
3. Independent Directors:
The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Act stating that they meetthe criteria of independence as provided in
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:
The company has no subsidiary company Joint Venture Company or Associate Company.
During the year under review your Company has not accepted deposit form public asenvisaged by Chapter V of the Companies Act 2013 and as per rules and regulations framedby Reserve Bank of India for Non Banking Finance Companies.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS / OUTGO:
As required by the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 the relevant data pertaining to conservation of energy technologyabsorption are not applicable and hence not given. Moreover the Company has no ForeignExchange earnings and outgo.
PARTICULARS OF EMPLOYEES:
There are no employees drawing the remuneration in excess of limits prescribed underRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No such material changes and commitments affecting the financial position of thecompany have occurred and hence no comments required.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and companys operations in future.
CHANGES IN SHARES CAPITAL:
The Company has not made any changes in the share capital of the company during theyear under review.
All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its assets in order to mitigate the risk.
I. STATUTORY AUDITORS & AUDITORS REPORT:
In view of the internal process of re-alignment at the Statutory Auditors firmM/s. J. M. Patel & Bros. (FRN: 107707W) Chartered Accountants Ahmedabad has beenreappointed as the Statutory Auditors of the Company.
The Statutory Auditors of the Company M/s. J. M. Patel & Bros. (FRN: 107707W)Chartered Accountants Ahmedabad hold office until the conclusion of the ensuing AnnualGeneral Meeting. The Company has received a letter from M/s. J. M. Patel & Bros. tothe effect that their appointment if made will be as per the requirements laid downunder Section 139 and 141 of the Companies Act 2013 read with Rule 4 of the Companies(Audit and Auditors) Rules 2014. The Statutory Auditors have expressed its intention tohold office from the conclusion of the 29th Annual General Meeting of theCompany up to the conclusion of the 34th Annual General Meeting pursuant tothe provisions of the said sections subject to approval of the Members and thereafterratification of the appointment at every Annual General Meeting.
Accordingly a resolution is being submitted to the Members for the appointment of M/s.J. M. Patel & Bros. Chartered Accountants and to allow the Board to fix theirremuneration for the current year.
II Auditors Report:
The Auditors Report does not contain any adverse remark(s) and hence no commentsrequired. The notes of accounts referred to in the auditors report are selfexplanatory and therefore do not require any further comments.
III INTERNAL CONTORL SYSTEM
Pursuant to the provisions of section 138 of the Companies Act and rules made thereunder the company has proper system of Internal Control and it has also appointedinternal auditor to look after the matters of internal control.
V SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Company has appointed M/s. RonakDoshi & Associates Practicing Company Secretary to undertake Secretarial Audit forthe financial year ended on 31st March 2015. Secretarial Audit Report isattached to this report as Form MR-3". The Board has duly reviewed the SecretarialAuditors Report and the observations and comments appearing in the report areself-explanatory and do not call for any further explanation / clarification by the Boardof Directors as provided under section 134 of the Act.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of your Company has constituted a CSR Committee. As on 31 March 2014 theCommittee comprises three Directors. CSR Committee has recommended to the Board a CSRPolicy indicating the activities to be undertaken by the Company which is approved bythe Board and carried to the Annual Report.
The companys net profit turnover and networth are outside the criteria ofSection 135 of the Companies Act 2013 therefore it is not required to spend any amountunder CSR Activity.
ENVIRONMENT HEALTH AND SAFETY:
The Company is a Non banking finance company hence it is not in such activity whichaffects the environment adversely however it accords the highest priority toEnvironment Health and Safety. The management is constantly reviewing the safetystandards of the employees and the management believes in the concept of sustainabledevelopment.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
i. Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Companys Code of Conduct or Ethics Policy.
ii. Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.
The Audit Committee comprises of 4 members namely Chairman Shri Gandalal AmbalalPatel Shri Kantilal Joytiram Patel Smt. Chaitaliben B Patel and Shri PravinbhaiKeshavlal Patel. The audit committee duly met at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The Meetings of Audit committee was held four times on during the financial yearand further details of attendance of directors in the Committee meeting are mentioned inCorporate Governance Report.
The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Companys Financial Statements. Beforepresenting the audited accounts to the members of the Board the Audit Committeerecommended the appointment of the statutory auditors subject to the Boardsapproval. The audit Committee reviewed with adequacy of internal control systems with themanagement statutory and internal auditors.
Industrial Relations during the year under review continued to be cordial.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared dividend in any of the previous seven years and hencethere is no fund lying as unclaimed/unpaid dividend and hence it is not required totransfer to IEPF Account.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The Company incorporates the accounting standards as and when issued by the Instituteof chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report.
Your Company follows the principles of effective Corporate Governance. The Company hascomplied with the mandatory provisions of Corporate Governance as prescribed in therevised Clause 49 of the Listing Agreement executed with the Stock Exchange(s).
A separate section on Corporate Governance is included in the Annual Report andCertificate from Companys Auditors confirming the compliance with the code ofCorporate Governance as enumerated in Clause-49 of the listing agreement with the StockExchange is annexed hereto.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement executed with the Stock Exchange ispresented in a separate section forming part of the Annual Report.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the demat activation number allotted to the Company is ISIN:INE 006C01015. Presently shares are held in electronic and physical mode (81.68% of sharesin demat 18.32% in physical mode).
The equity shares of the company are listed in the Bombay Stock Exchange Limited whichhas the connectivity in most of the cities across the country.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors duly met at regular intervals during the mentioned financialyear and in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of board of directors and the attendance of the directors in thesame is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
The Audit Committee duly met at regular intervals during the mentioned financial yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The detailsregarding the meetings of Audit Committee and the attendance of the directors in the sameis mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee duly met at regular intervals during thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Nomination and Remuneration Committee andthe attendance of the directors in the same is mentioned in Corporate Governance Report.
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 the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134 [c] of the Act your Directors state that:
a) in the preparation of the annual financial statements for the year ended on 31stMarch 2015 applicable accounting standards read with requirements set out under scheduleIII of the Act have been followed along with proper explanation relating to materialdepartures if any
b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at 31st March 2015 and of the profit ofthe company for the year ended on that date
c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities
d) the annual financial statements are prepared on a going concern basis
e) proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and
f) the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:
During the period under report the Company has not provided guarantee to any person orBody Corporate. It has given current Loans to some parties in its ordinary course ofbusiness and as it is an NBFC company it is outside the purview of Section 186 of theCompanies Act 2013.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as MGT-9 and forming part of the report.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The Particulars of contracts or arrangements with related parties are given in theprescribed Form AOC-2 appended herewith as Annexure-A.
Your Directors wish to place on record their sincere appreciation to the financialinstitutions Companys bankers and customers vendors and investors for theircontinued support during the year.
Your Directors are also pleased to record their appreciation for the dedication andcontribution made by employees at all levels who through their competence and hard workhave enabled your Company achieve good performance year after year and look forward totheir support in future as well.
|REGISTERED OFFICE: || || |
|1st Floor Deshna Chamber ||BY ORDER ||OF THE BOARD |
|B/h Kadva Patidar Wadi ||FOR K Z LEASING AND FINANCE LTD. || |
|Ashram Road || || |
|Ahmedabad 380014. || || |
|Date: 27-08-2015 || || |
| ||Sd/- ||Sd/- |
| ||Pravinkumar K Patel ||Ankit P Patel |
| ||(Chairman and Managing Director) ||(Director) |
| ||(DIN: 00841628) ||(DIN: 02901371) |