Your Directors are pleased to present their seventeenth Annual Report on the businessand operations of the Company and the statement of accounts for the year ended 31stMarch 2017.
| || |
| ||2016-17 ||2015-16 |
|Dividend and Other Income ||36.09 ||30.17 |
|Profit Before Interest Depreciation & Tax (PBIDT) ||35.48 ||29.54 |
|Less: Interest & Finance Charges (Net) || ||- |
|Gross Profit ||35.48 ||29.54 |
|Less: Depreciation and amortization charge || ||- |
|Profit before Tax (PBT) ||35.48 ||29.54 |
|Less: Provision for Taxes (including provision for deferred tax) ||0.01 ||0.04 |
|Net Profit after Tax (PAT) ||35.47 ||29.50 |
|Add: Profit brought forward from previous year ||217.34 ||198.55 |
|Surplus available for appropriation ||252.81 ||228.05 |
|Appropriations || || |
|Dividend on Preference Shares ||1.03 ||1.03 |
|Interim Dividend on Equity shares ||9.68 ||9.68 |
|Corporate tax on dividend ||- ||- |
|Amount transferred to General Reserve ||- ||- |
|Profit carried to Balance Sheet ||242.10 ||217.34 |
|Total Appropriation ||252.81 ||228.05 |
During the year your Company has paid an interim dividend of Rs. 15 per equity shareamounting to Rs. 9.68 Crores. No final dividend is recommended on Equity Shares.
Your Directors recommended payment of dividend on 8% Non-cumulative RedeemablePreference Shares.
Profit before Interest Depreciation & Tax (PBIDT) increased by 20.07% to Rs 35.48crore during 2016-17 from Rs 29.54 crore during 2015-16. Profit after Tax increased by20.24% to Rs. 35.47 crore during 2016-17 from Rs 29.50 crore during 2015-16 mainly onaccount of increase in dividend income.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. had entered into alimited liability partnership to set up KAMA Real Estate Holdings LLP for undertakingbusiness of acquisition and renting of properties and SRF Overseas Ltd. (SRFO) a whollyowned subsidiary of SRF Limited was wound up which had a nylon tyrecord manufacturingfacility in Dubai UAE which was closed in 2013-14 due to sustained downturn in Europeanmarkets and high fixed costs. As on March 31 2017 your company had the followingsubsidiaries :-
1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture oftechnical textiles specialty chemicals fluorochemicals and packaging films. It has fiveoperating wholly owned subsidiaries out of which one wholly owned subsidiary is registeredin India and remaining four are registered outside India. Two of these are direct whollyowned subsidiaries and the rest three are step down wholly owned subsidiaries of SRFLimited. The details of the business of these subsidiaries is more particularly detailedin the Annual Report of SRF Ltd. for 2016-17 which is available on the website www.srf.com
2. SRF Transnational Holdings Ltd.(SRFT) is a registered non deposit taking NBFCengaged in the business of investment in shares and securities.
3. Shri Educare Ltd. (SEL) is a company engaged in the business of rendering assistancefor establishing managing and running of the schools including sublicensing ofcopyrights trademarks and software.
4. Shri Educare Maldives Pvt. (SEMPL) is managing a school in a public-privatepartnership with Maldives Government.
5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisition and rental ofproperties.
6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership betweenKAMA Realty (Delhi) Ltd. and Shri Educare Ltd. which has been set up during the year. Itis engaged primarily in acquisition and rental of properties.
The consolidated financial statements of the Company prepared in compliance withapplicable Accounting Standards and other applicable laws including all the abovesubsidiaries duly audited by the statutory auditors are presented in the Annual Report.
No other subsidiaries were divested or incorporated. No company has become/ceased to bea joint venture or associate during the year. A report on performance and financialposition of each of the subsidiaries and associates is presented in a separate section inthis Annual Report. Please refer (AOC-1) annexed to the financial statements in the AnnualReport. The Policy for determining material subsidiaries as approved by the Board may beaccessed on the Company's website at the link: http://www. kamaholdings.com/Inv/PolicyMaterialSubsidarvCompanies. pdf
The Company shall make available the annual accounts of the subsidiary companies to anymember of the Company who may be interested in obtaining the same. The annual accounts ofthe subsidiary companies will also be kept open for inspection at the registered office ofthe Company and respective subsidiary companies. Further the annual accounts of thesubsidiaries are also available on the website of the Company viz.www.kamaholdings.com'.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Kartik Bharat Ram (DIN 00008557) is retiring at the forthcoming annual generalmeeting and being eligible offers himself for re-election.
Brief resume of Mr. Kartik Bharat Ram is furnished in the notice of the ensuing AnnualGeneral Meeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations")
In accordance with the requirements of the Act and the Listing Regulations the Companyhas formulated a Nomination Appointment and Remuneration Policy. A copy of the Policy isenclosed as Annexure 1.
In accordance with the aforesaid Policy the Nomination and Remuneration Committee(NRC) evaluates the performance of the Executive Director Non- Independent non-executiveDirectors and Independent Directors. Board evaluates its own performance on criteria likedischarge of duties and responsibilities under the Companies Act 2013 ("theCompanies Act) and Listing Regulations fulfilment of its role with respect to guidingcorporate strategy risk policy business plans corporate performance monitoringcompany's governance practices etc. and number of meetings held during the year and theperformance of its Committees on the criteria like fulfilment of role of the Committeewith reference to its terms of reference the Companies Act and the Listing Regulationsand the number of committee meetings held during the year. Performance evaluation ofindividual Directors is done annually by the NRC as per the structure of performanceevaluation prescribed in the Nomination Appointment and Remuneration Policy.
NRC may recommend to the Board appropriate fees/commission to the non-executivedirectors for its approval. The Committee/Board shall inter alia consider level ofremuneration /commission payable by other comparable companies time devoted experienceproviding guidance on strategic matters and such other factors as it may deem fit.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link.
MEETINGS OF THE BOARD
During the year 2016-17 five meetings of the Board of Directors were held. For furtherdetails please refer to report on Corporate Governance on page no. 29 of this AnnualReport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties referred to in sub-section (1) of section 188 werein the ordinary course of business and on an arms' length basis and in accordance with thebasis approved by the Audit Committee. During the year the Company has not entered intoany contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the Policy on materiality of related party transactions.
Your Directors draw attention of the members to Note 5 to the notes to accounts formingpart of the financial statements which sets out related party transaction disclosures.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalongwith the purpose for which the loan or guarantee or security was proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 6 to the standalone financial statement).
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year the Company was not required to undertake CSR obligations as it didnot fulfill any of the criteria laid down under Section 135 of the Companies Act 2013 andrules made thereunder.
The Company is a Core Investment Company within the meaning of Core InvestmentCompanies (Reserve Bank) Directions 2011
Investment business is always prone to various risks i.e. risk of capital marketfluctuations global developments competition risk interest rate volatility economiccycles and political risks which can affect the fortunes of investment companies in bothways.
To manage these risks the Company is following a sound and prudent risk managementpolicy. The aim of the policy is to minimize risk and maximize the returns.
In the opinion of your Board none of the risks which have been identified may threatenthe existence of the Company.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
LISTING OF EQUITY SHARES
KAMA's equity shares are listed at the BSE Limited.
Certificate of the auditors of your Company regarding compliance of the conditions ofcorporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 is attached to the report as Annexure II.
In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations acertificate from Whole Time Director Chief Financial Officer and Company Secretary wasplaced before the Board.
All Board members affirmed compliance with the Code of Conduct for Board and SeniorManagement Personnel. A declaration to this effect duly signed by the Whole Time DirectorChief Financial Officer and Company Secretary is enclosed as a part of the CorporateGovernance Report. A copy of the Code is also placed at the website of the Company(www.kamaholdings.com).
CONSOLIDATED FINANCIAL STATEMENT The consolidated financial statements of theCompany have been prepared in accordance with the Generally Accepted Accounting Principlesin India (Indian GAAP) to comply with the Accounting Standards specified under Section 133of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 andthe relevant provisions of the Companies Act 2013 ("the 2013 Act") and formpart of the Annual Report and Accounts.
The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (DIN02169955) (Chairman of the Committee) Mr. Mukul Khandelwal (DIN 00662822) and Mr.Dhirendra Datta (DIN 02576649) as other members. All the recommendations made by the AuditCommittee were accepted by the Board.
ACCOUNTS AND AUDIT
As per the requirements of Section 139 and other applicable provisions of the CompaniesAct 2013 & Rules made thereunder it is mandatory to rotate the statutory auditors oncompletion of the maximum term permitted under the said section. The Audit Committee atits meeting held on 25.07.2017 has recommended the appointment of M/s. Luthra &Luthra Chartered Accountants New Delhi (Registration No.: 002081N) as the StatutoryAuditor of the Company upon completion of the term of M/s. Thakur Vaidyanath Aiyar &Co. Chartered Accountants New Delhi (Registration No. 000038N) under the Companies Act2013 to hold office from the conclusion of 17th Annual General Meeting to beheld on 28.09.2017 until the conclusion of the 22nd Annual General Meeting of the Companysubject to approval of shareholders of the Company.
In compliance of provisions of the Companies Act 2013 and Listing Regulations thecompany has established a vigil mechanism for directors employees and other stakeholdersto report concerns about unethical behaviour actual or suspected fraud or violation ofthe company's code of conduct.
The Vigil mechanism of the Company consists of Code of Conduct for EmployeesWhistleblower Policy Code of Conduct for Prevention of Insider Trading and Code ofConduct for Directors and Sr. Management Personnel. These taken together constitute thevigil mechanism through which Directors employees and other stakeholders can voice theirconcerns. The Whistleblower Policy Code of Conduct for Prevention of Insider Trading andCode of Conduct for Directors and Sr. Management Personnel can be accessed on theCompany's website at the link http://www.kamaholdings. com/InvCodesPolicies.aspx.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters as stipulated in Listing Regulations isgiven as a separate statement in the Annual report.
The Board has appointed M/s Sanjay Grover & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2017 is annexed herewithas Annexure III to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1stApril 2009. As on 31st March 2017 there are no deposits remaining unclaimedby depositors.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remunerationrequired to be disclosed under the said rules are provided in Annexure IV.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure V.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO
As the Company is not carrying out any manufacturing activity the disclosures asrequired under Section 134(3)(m) of the Companies Act 2013 and the rules made thereunderhave not been given.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VI.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there was no transactions on these items during the year under review:-
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Whole-time Director Chief Financial Officer and Company Secretary has not receivedany remuneration or commission from any of the Company's subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors acknowledge with gratitude the co-operation and assistance received fromvarious stakeholders and statutory agencies. Your Directors thank the shareholders fortheir support.
| ||For and on behalf of the Board of Directors |
| ||Kartik Bharat Ram |
| ||Chairman |
|Gurgaon ||(DIN 00008557) |
|July 25. 2017 || |