Your Directors are pleased to present their sixteenth Annual Report on the business andoperations of the Company and the statement of accounts for the year ended 31stMarch 2016.
| || |
| ||2015-16 ||2014-15 |
|Dividend and Other Income ||30.17 ||30.15 |
|Profit Before Interest Depreciation & Tax (PBIDT) ||29.55 ||29.65 |
|Less: Interest & Finance Charges (Net) ||- ||- |
|Gross Profit ||29.55 ||29.65 |
|Less: Depreciation and amortization charge ||- ||- |
|Profit before Tax (PBT) ||29.55 ||29.65 |
|Less: Provision for Taxes (including provision for deferred tax) ||0.04 ||0.07 |
|Net Profit after Tax (PAT) ||29.50 ||29.58 |
|Add: Profit brought forward from previous year ||198.55 ||179.68 |
|Surplus available for appropriation Appropriations ||228.05 ||209.26 |
|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 ||217.34 ||198.55 |
|Total Appropriation ||228.05 ||209.26 |
During the year your Company has paid interim dividend of Rs. 15 per share amountingto Rs. 9.68 Crores. No final dividend is recommended on Equity Shares.
Your Directors recommended payment of dividend on 8% Noncumulative RedeemablePreference Shares.
Profit before Interest Depreciation & Tax (PBIDT) decreased by 0.34% to Rs 29.55crores during 2015-16 from Rs 29.65 crores during 2014-15. Profit after Tax decreased by0.27% to Rs. 29.50 crores during 2015-16 from Rs 29.58 crores during 2014-15.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year no subsidiaries were divested and no new subsidiaries wereincorporated. The Company has no associate company or a joint venture. A report on theperformance and financial position of the subsidiaries is provided as Annexure I to thisReport. The Policy for determining material subsidiaries as approved may be accessed onthe Company's website at the link http://kamaholdings.com/Inv/PolicyMaterialSubsidaryCompanies.pdf
Ms. Vasvi Bharat Ram (DIN 00074849) is retiring at the forthcoming annual generalmeeting and being eligible offers herself for re-election.
Brief resume of the Director who is proposed to be reappointed is furnished in thenotice of the ensuing Annual General 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 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 II.
In accordance with the aforesaid Policy the Nomination and Remuneration Committeeevaluates the performance of the Executive Directors Non- Independent non-executiveDirector and Independent Directors. Board evaluates its own performance on criteria likedischarge of duties and responsibilities under the Companies Act and Listing Regulationsfulfilment of its role with respect to guiding corporate strategy risk policy businessplans corporate performance monitoring company's governance practices etc. and number ofmeetings held during the year and the performance of its Committees on the criteria likefulfilment of role of the Committee with reference to its terms of reference theCompanies Act and the Listing Regulations and the number of committee meetings held duringthe year.
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 http:// kamaholdings.com/Inv/FAMILIARIZATIONINDEPENDENT DIRECTORS.pdf.
MEETINGS OF THE BOARD
During the year 2015-16 five meetings of the Board of Directors were held. For furtherdetails please refer to report on Corporate Governance on page no. 30 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
KAMAs 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 andDisclosure Requirements) Regulations 2015 is attached to the report as Annexure III.
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 Companyfwww.kamaholdings.com ).
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company have been prepared in accordancewith the Generally Accepted Accounting Principles in India (Indian GAAP) to comply withthe Accounting Standards specified under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act 2013 ("the 2013 Act") and form part of the Annual Report andAccounts.
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 the Companies Act 2013 the Statutory Auditors M/s. ThakurVaidyanath Aiyar & Co. Chartered Accountants were appointed to hold office until theconclusion of 17th annual general meeting. Their appointment as per theprovisions of the Companies Act 2013 was subject to ratification by the members at everyannual general meeting. They have submitted their certificate to the effect that theyfulfill the requirements of Section 141 of the Companies Act 2013. The observations ofthe auditors are explained wherever necessary in appropriate notes to the accounts.
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://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 Practising CompanySecretary to conduct Secretarial Audit for the financial year 2015-16. The SecretarialAudit Report for the financial year ended 31st March 2016 is annexed herewithas Annexure IV 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 2016 all fixed deposits had matured and arebeing repaid as and when claimed by the depositors. As on 31st March 2016deposits (including interest) amounting to Rs. 0.01 Crores remained unclaimed bydepositors.
PARTICULARS OF EMPLOYEES
No employee was drawing remuneration equal to or exceeding the limits under Section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment
and Remuneration of Managerial Personnel) Rules 2014. Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are 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 agencies of the Central Government. Your Directors thank the shareholders fortheir support.
| ||For and on behalf of the Board of Directors |
| ||Kartik Bharat Ram |
| ||Chairman |
|New Delhi ||(DIN 00008557) |
|May 30 2016 || |