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Kapashi Commercial Ltd.

BSE: 512399 Sector: Financials
NSE: N.A. ISIN Code: INE017I01019
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OPEN 54.10
CLOSE 53.05
VOLUME 1252
52-Week high 54.10
52-Week low 45.00
P/E 20.57
Mkt Cap.(Rs cr) 5
Buy Price 54.10
Buy Qty 53258.00
Sell Price 0.00
Sell Qty 0.00

Kapashi Commercial Ltd. (KAPASHICOMMERC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting this Thirty First Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2016.

A. The Extract of the Annual Return in form MGT-9:

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014

I. Registration and other Details

i. CIN: L51900MH1985PLC037452

ii. Registration Date: 11thSeptember 1985

iii. Name of the Company: KAPASHI COMMERCIAL LIMITED

iv. Category: Company Limited by shares

Sub-Category of the Company: Indian Non-Government Company

v. Address of the Registered Office and contact details:

‘Nishuvi’ 4th Floor 75 Dr. Annie Besant Road Worli

Mumbai 400018

Tel:(022) 24954236

Fax:(022) 43005105.;

Email: admin@kcltd.co.in

Website: www.kapashicommercial.com

vi. Whether Listed Company: Yes Listed on Bombay BSE.

vii. Name Address and Contact details of Registrar and Transfer Agent:

Purva Sharegistry (India) Pvt. Ltd.

Unit No. 9 Shiv Shakti Industrial EstateGround Floor J. R. Boricha Marg Opp.Kasturba Hospital Lower Parel Mumbai-400011.

Tel.: 91-22-23016761/8261 Fax: 91-22-23012517 Email: busicomp@vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES

All the business activities contributing 10 % or more of the total turnover of theCompany

Name and Description of main products NIC Code of the Product % to total turnover of the Company
Finance 65293 100%

III. PARTICULAR OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held Applicable Section
NIL - - - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of shareholders

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 735446 - 735446 73.54 735446 - 735446 73.54
b) Central Govt. - - - - - - - - -
c) State Govt. (s) - - - - - - - -
d) Bodies Corp.

-

-

-

-

-

-

-

-

e) Banks / FI

-

-

-

-

-

-

-

-

-

f) Any Other....

-

-

-

-

-

-

-

-

Sub-total (A) (1) 735446

-

735446 73.54 735446

-

735446 73.54

--

(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other.. - - - - - - - - -
Sub-total (A) (2): - - - - - - - - -
Total shareholding of Promoter (A) =(A)(1)+(A)(2) 735446 735446 73.54 735446 735446 73.54
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - -
b) Banks / FI - - - - - - - ---
c) Central Govt - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - - -
g) FIIs - - - - - - - - --
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2. Non-Institutions
a) Bodies Corp.
i) Indian 82650 - 82650 8.27 82650 - 82650 8.27 ----
ii) Overseas
b) Individuals

 

i) Individual shareholders holding nominal share capital upto

15500

2850

18350

1.84

15500

2850

18350

1.84

-
Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

110904

-

110904

11.09

158254

-

158254

15.83

4.74

c) Others (specify)
Trusts

-

-

-

-

-

-

-

-

-

Clearing member

-

-

-

-

-

-

-

-

-

Market Maker

-

-

-

-

-

-

-

-

-

Foreign Nationals

-

-

-

-

-

-

--

-

-

Non Resident Indians (Repat)

49350

-

49350

4.94

2000

-

2000

0.2

(4.74)

Non Resident Indians (Non-Repat)

-

-

-

-

-

-

-

--

-

Foreign Companies

-

-

-

-

-

-

-

-

-

Overseas Corporate Bodies

-

-

-

-

-

-

-

-

-

Independent Directors

-

-

-

-

-

-

-

-

-

HUF

3300

-

3300

0.33

3300

-

3300

0.33

-

Sub-total (B)(2):

253204

11350

264554

26.46

261704

2850

264554

26.46

Total Public Shareholding (B)=(B)(1)+ (B)(2)

253204

11350

264554

26.46

261704

2850

264554

26.46

C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)

988650

11350

1000000

100

997150

2850

1000000

100

(ii) Shareholding of Promoters

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change in
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares share holding during the year
Indukumar Shantilal Kapashi 72494 7.25 N.A 72494 7.25 N.A No change
Paresh Kapashi 111150 11.11 N.A 111150 11.11 N.A No change
Nimish Kapashi 155850 15.59 N.A 155850 15.59 N.A No change
Nandini Paresh Kapashi 109200 10.92 N.A 109200 10.92 N.A No change
Sevantibhai Kapashi 80202 8.02 N.A 80202 8.02 N.A No change
Bhakti N Kapashi 60950 6.10 N.A 60950 6.10 N.A No change
Sejal Indubhai Kapashi 46000 4.60 N.A 46000 4.60 N.A No change
Nitina Kapashi 43500 4.35 N.A 43500 4.35 N.A No change
Shushilaben Kapashi 32500 3.25 N.A 32500 3.25 N.A No change
Paresh Sevantilal Kapashi 23600 2.36 N.A 23600 2.36 N.A No change

(in') Change in Promoters’ Shareholding (please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
INDUKUMAR SHANTILAL KAPASHI
At the beginning of the year 72494 7.25 72494 7.25
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 72494 7.25 72494 7.25
PARESH KAPASHI
At the beginning of the year 111150 11.11 111150 11.11
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 111150 11.11 111150 11.11
NIMISH KAPASHI
At the beginning of the year 155850 15.59 155850 15.59
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 155850 15.59 155850 15.59
NANDINI PARESH KAPASHI
At the beginning of the year 109200 10.92 109200 10.92
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 109200 10.92 109200 10.92
SEVENTIBHAI KAPASHI
At the beginning of the year 80202 8.02 80202 8.02
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 80202 8.02 80202 8.02
BHAKTI N KAPASHI
At the beginning of the year 60950 6.10 60950 6.10
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 60950 6.10 60950 6.10
SEJAL INDUBHAI KAPASHI
At the beginning of the year 46000 4.60 46000 4.60
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 46000 4.60 46000 4.60
NITINA KAPASHI
At the beginning of the year 43500 4.35 43500 4.35
Date wise Increase / Decrease in Promoters Share holding during the year specifying the No Change During the year
reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc):
At the End of the year 43500 4.35 43500 4.35
SHUSHILABEN KAPASHI
At the beginning of the year 32500 3.25 32500 3.25
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 32500 3.25 32500 3.25
PARESH SEVENTILAL KAPASHI (H.U.F.)
At the beginning of the year 23600 2.36 23600 2.36
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 23600 2.36 23600 2.36

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year Cumulative Shareholding during the Year
1. INDU CORPORATION PRIVATE LIMITED No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 61750 6.17 61750 6.17
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 61750 6.17 61750 6.17
2. ROOPESH CHAITANYA
At the beginning of the year 47350 4.73 47350 4.73
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 47350 4.73 47350 4.73
3. SANJAY R KOTHARI
At the beginning of the year 43000 4.30 43000 4.30
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 43000 4.30 43000 4.30
4. SHOBHA S KOTHARI
At the beginning of the year 42904 4.29 42904 4.29
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 42904 4.29 42904 4.29
5. SUNIL R KOTHARI
At the beginning of the year 25000 2.50 25000 2.50
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 25000 2.50 25000 2.50
6. NISHUVI TRADING AND INVESTMENT LLP (Formerly known: NISHUVI TRADING AND INVESTMENT PVT. LTD.)
At the beginning of the year 20900 2.09 20900 2.09
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 20900 2.09 20900 2.09
7. HASHMUKHLAL MOHANLAL KAPASHI
At the beginning of the year 4000 0.40 4000 0.40
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 4000 0.40 4000 0.40
8. DIVYESH V MEHTA
At the beginning of the year 3400 0.34 3400 0.34
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 3400 0.34 3400 0.34
9. PARAG HASHMUKHLAL KAPASHI
At the beginning of the year 2000 0.20 2000 0.20
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 2000 0.20 2000 0.20
10. RAJAN H KAPASHI
At the beginning of the year 1950 0.19 1950 0.19
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 1950 0.19 1950 0.19

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the company No. of shares % of total shares of the company
Mr. INDUKUMAR SHANTILAL KAPASHI (Whole Time Director)
At the beginning of the year 72494 7.24 72494 7.24
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer No Change During the year
/bonus/ sweat equity etc):
At the End of the year 72494 7.24 72494 7.24
Mr. SEVANTILAL SHANTILAL KAPASHI (Whole-time director)
At the beginning of the year 80202 8.02 80202 8.02
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 80202 8.02 80202 8.02
Mr. PARESH SEVANTILAL KAPASHI (Director)
At the beginning of the year 111150 11.11 111150 11.11
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 111150 11.11 111150 11.11
Mr. NIMISH INDUBHAI KAPASHI (Director)
At the beginning of the year 155850 15.58 155850 15.58
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 155850 15.58 155850 15.58
Mr. MAHASUKH POPATLAL SHAH (Director)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 0 0 0 0
MS.VARSHA PRAFUL DALAL (Additional Director)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 0 0 0 0
Ms. NANDINI PARESH KAPASHI (CFO)
At the beginning of the year 109200 10.92 109200 10.92
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 109200 10.92 109200 10.92
Ms. POOJA PARESH BAGWE (Company Secretary)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No Change During the year
At the End of the year 0 0 0 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year Nil Nil Nil Nil
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year Nil Nil Nil Nil
Addition
• Reduction
Net Change
Indebtedness at the end of the financial year Nil Nil Nil Nil
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Particulars of Remuneration Mr. INDUKUMAR SHANTILAL KAPASHI (Whole- time director) Mr. SEVANTILAL SHANTILAL KAPASHI (Whole-time director) TOTAL
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NIL NIL NIL
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
Stock Option - -
Sweat Equity - -
Commission
- as % of profit

-

-

- others
Others - -
Total (A) NIL NIL NIL
Ceiling as per the Act

B. Remuneration to other directors:

Particulars of Remuneration Mr. PARESH SEVANTILA L KAPASHI Mr. NIMISH INDUBHAI KAPASHI Mr. MAHASUKH POPATLAL SHAH Ms. VARSHA PRAFUL DALAL Total Amount
Independent Directors
• Fee for attending board / committee meetings - - - - -
• Commission - - - - -
• Others - - - - -
Total (1) -
4. Other Non-Executive Directors - - - - -
• Fee for attending board / committee meetings - - - - -
• Commission - - - - -
• Others - - - - -
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration - - - - -
Overall Ceiling as per the Act - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANA GER/WTD

Particulars of Remuneration

Key Managerial Personnel

Company Secretary CFO
Ms. Pooja Paresh Bagwe Ms. Nandini Paresh Kapashi Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 126000 NIL 126000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 -- -- --
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 -- -- --
Stock Option - - -
Sweat Equity - - -
Commission - - -
- as % of profit
- others
Others - - -
Total 126000 - 126000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/Punish ment/Compoun ding fees imposed Authority [RD / NCLT / Court] Appeal made if any (give details)
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. Other Officers in Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

For and on behalf of the Board of Directors

Sevantilal Kapashi Nimish Kapashi
DIN: 00008435 DIN: 00073665
Whole-time Director Director
Dated: May 25 2016
Place: Mumbai

B (I) Number of meeting of the Board:

During the year 2015-16 the Board of Directors met Seven times viz. on 14thApril2015; 20thMay 2015; 12th August 2015; 27th October20154th November 2015; 4th January 2016 and10thFebruary 2016.

(II) Number of meeting of the Audit Committee:

During the Year 2015-2016 the Member of Audit Committee met Four times viz. on 20thMay 2015; 12th August 2015; 4th November 2015 and 10thFebruary 2016.

C Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(ii) 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 as at March 31 2015 and of the profitand loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

D. A statement on declaration given by independent directors under sub-section (6) ofsection 149;

All Independent Directors have given declarations that they meet the criteria ofindependent as laid down under Section 149(6) of the Companies Act 2013 and provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

E. Company’s policy on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178;

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Ato this Report.

F. Comments on Auditors’ Report

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. D.V VORA& Co. Statutory Auditors in their report and by M/s. R. N. Shah &Associates Company Secretary in Practice in secretarial audit report.

G. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) regulations 2015 are given in the notesto the Financial Statements.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained for related party transactions wherever required and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for reviewing on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website www.kapashicommercial.com.Noneof the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014:

1. Details of contracts or arrangements or transactions not at arm’s length basis:Nil

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis: Nil

I. Dividend

Your Directors regret their inability to recommend any Dividend for the year underreview.

J. Material Changes between the date of the Board report and 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 of theCompany to which the financial statements relate and the date of the report.

K. The conservation of energy technology absorption foreign exchange earnings andoutgo in such manner as may be prescribed;

Information on conservation of energy technology absorption are not Applicable toyour Company. There was no foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules2014.

L. A statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company;

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors.

M. The details about the policy developed and implemented by the Company if any onCorporate Social Responsibility initiatives taken during the year;

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

N. Statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors

The formal annual evaluation has been done by the board of its own performance and thatof its committee and individual directors on the basis of evaluation criteria specified inthe Nomination and Remuneration policy of the Company. A member of the Board/committee didnot participate in the discussion of his/her evaluation.

• the financial summary or highlights;

Particulars Year Ended Year Ended
31.03.2016 31.03.2015
Total Income from Operation 6957410 7001010
Profit before Interest& finance charges depreciation & taxation 5095794 5927904
Less: Interest & finance Charges - 109587
Operating profit before depreciation & taxation 5095794 5818317
Less: Depreciation amortization & impairment of asset - -
Profit before Exceptional Items 5095794 5818317
Add: Exceptional Items - -
Less: Provision for earlier Years -
Profit before taxation 5095794 5818317
Current Tax (1700000) (1900000)
Prior year Tax Provisions - -
Deferred Tax Liability - -
Profit after taxation 3395794 3918317
Add: Balance brought forward (65296042) (68410696)
Profit available for appropriation (61900248) (64492379)
Less: Appropriation: - -
Transfer to General Reserve - -
Transfer to Special Reserve 679159 803663
Interim Dividend - -
Tax on Interim Dividend - -
Proposed Dividend - -
Provision for Tax on Proposed Dividend - -
Less: Additional depreciation charged due to change in useful life - -
Balance carried forward to Balance Sheet (62579407) (65.296042)

The operations of the Company have shown improvement as compared to the previous year.The Company has Earned total income of Rs.6957410/- during the year under report ascompared to Rs. 7001010/- during the previous year reflecting a decline of 0.62 % overthe previous year. The net profit of the Company during the year amounted toRs.3395794/- compared to net profit of Rs. 3918317/- in the previous year.

• a report on the performance and financial position of the associates companiesincluded in the consolidated financial statement is presented: N.A

• the change in the nature of business if any;: N.A

• the details of directors or key managerial personnel who were appointed or haveresigned during the year;

Re-appointments

As per the provisions of the Companies Act 2013 and the Articles of Association of thecompany Mr. Sevantilal S. Kapashi (DIN 00073665) will retire in the ensuing AnnualGeneral Meeting and being eligible seek re-appointment. The Board of Directors recommendshis re-appointment.

As per the provisions of the Companies Act 2013 and the Articles of Association of thecompany Mr. Paresh Sevantilal Kapashi (DIN 00073665) will retire in the ensuing AnnualGeneral Meeting and being eligible seek re-appointment. The Board of Directors recommendshis re-appointment.

• the names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;: N.A

• the details relating to deposits covered under Chapter V of the Act: NA

• the details of deposits which are not in compliance with the requirements ofChapter V of the Act: N.A

• the details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company’s operations infuture: N.A

• the details in respect of adequacy of internal financial controls with referenceto the Financial Statements.

Auditors:

M/s. D.V. Vora & Co. Chartered Accountants having registration number FRNNo.111624W were appointed as Statutory Auditors of your Company at the 30thAnnualGeneral Meeting held on Wednesday 23rd day of September 2015for a term of twoconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

In order to prevent sexual harassment of women at work place the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up Committeefor implementation of said policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and during the year Company has notreceived any complaint of such harassment.

Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Requirements of Rule 5(1) Details
(i) the ratio of the remuneration of each director Mr. Indukumar Shantilal Kapashi - Nil: Nil (%)
to the median remuneration of the employees of Mr. Sevantilal Shantilal Kapashi Nil: Nil (%)
the company for the financial year; Mr. Paresh Sevantilal Kapashi - Nil: Nil (%)
Mr. Nimish Indubhai Kapashi - Nil: Nil _(%)
Mr. Mahasukh Popatlal Shah- Nil: Nil (%)
Mrs. Varsha Praful Dalal Nil: Nil (%)
(ii) the percentage increase in remuneration of Mr. Indukumar Shantilal Kapashi - Nil: Nil (%)
each director Chief Financial Officer Chief Mr. Sevantilal Shantilal Kapashi Nil: Nil (%)
Executive Officer Company Secretary or Mr. Paresh Sevantilal Kapashi - Nil: Nil (%)
Manager if any in the financial year; Mr. Nimish Indubhai Kapashi - Nil: Nil (%)
Mr. Mahasukh Popatlal Shah- Nil: Nil (%)
Mrs. Varsha Praful Dalal- Nil: Nil (%)
Mrs. Nandini Paresh Kapashi- Nil: Nil (%)
Mrs. Pooja Paresh Bagwe- 126000:63000(0%)
iii) the percentage increase in the median remuneration of employees in the financial year; Not Applicable To The Company Because No Remuneration Paid To Director In The Financial Year
(iv) the number of permanent employees on the rolls of company; Two employees as on 31st March 2016
(v) the explanation on the relationship between average increase in remuneration and company performance; Average increase in remuneration of all employees was Nil% for the year 2016 which is based on the individual’s employee’s performance. The total interest Income in the year increased by 0.62% over previous year.
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; N.A.
(vii) variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer Shares of the Company are not traded any single day during the financial year and previous financial year. Hence it is not possible to give details as to market capitalisation price earnings ratio and percentage increase or decrease in the market quotations of the Company.
(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; N. A. as No employee is employed other than Key Managerial Personnel.
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; As the Company Secretary is employed during the year under review it is not possible to compare the remuneration against the Company’s performance.
(x) the key parameters for any variable component of remuneration availed by the directors; N.A.
(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No Director received remuneration during the year Company Secretary received remuneration higher than the Directors.
(xii) affirmation that the remuneration is as per the remuneration policy of the company. Remuneration paid during the year ended March 31 2016 is as per Remuneration policy of the Company

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. R. N. Shah & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure B"

• Composition of Audit Committee:

The present Audit Committee consists of the following directors:

1. Mr. Mahasukhlal Popatlal Shah Chairman & Independent Director

2. Mrs. Varsha Praful Dalal Independent Woman Director

3. Mr. Paresh S. Kapashi Director

• Composition of Nomination and Remuneration Committee:

The present Audit Committee consists of the following directors:

1. Mr. Mahasukhlal Popatlal Shah Independent Director

2. Mrs. Varsha Praful Dalal Independent Woman Director

3. Mr. Nimish I. Kapashi Director

• Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns.

• Dematerialization

More than 99.715% of the shares of the Company are in dematerialized form. YourDirectors request all the members who have not yet got their holding dematerialized to doso to enable easy trading of the shares as the shares of the Company are compulsorilytraded in dematerialized form.

• Following details are also available on the website of the Company i.e. onwww.kapashicommercial.com

1. Familiarisation programmes for Independent Directors.

2. Policy on Related Party Transactions

3. Internal Financial Control Policies

4. Policy on Board Diversity

5. Risk Management Policy

6. Nomination and Remuneration Committee Policy

7. Whistle Blower Policy

8. Code of Conduct for Directors and Employees

9. Policy on Preservation of Documents

• Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations theManagement’s discussion and analysis are as follows.

CAUTIONARY STATEMENT:

Statement made in this report describing the Company’s objectives projectionestimates and expectations may be "forward-looking statements" within themeaning of applicable laws and regulations. Actual results may differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany’s operations include economic conditions affecting the Markets in whichcompany operates; changes in the Government regulations; tax laws and other statutes andincidental factors.

INDUSTRY STRUCTURE AND DEVELOPMENT:

Changing economic and business conditions and rapid growth of Business Environment arecreating an increasingly competitive market environment that is driving corporations totransform their operations. Companies are focusing on their core competencies and serviceproviders to adequately address these needs. The role of technology has evolved fromsupporting corporations to transforming their business.

OPPORTUNITIES AND THREATS:

The performance of market in India has a direct correlation with the prospect ofeconomic growth and political stability. Though the growth projections for F.Y. 2015-16appear reassuring there are certain downside risks such as pace and shape of globalrecovery effect of withdrawal of fiscal stimulus and hardening of commodity prices.Accommodative monetary policies in advanced economies coupled with better growthprospects in Emerging Markets (EMs) including India are expected to trigger large capitalinflows in EMs which in turn could lead to inflationary pressures and asset price bubble.Our business performance may also be impacted by increased competition from local andglobal players operating in India regulatory changes and attrition of employees. Withgrowing presence of players offering advisory service coupled with provision of funds forthe clients' needs we would face competition of unequal proportion. We continuouslytackle this situation by providing increasingly superior customized services.

In financial services business effective risk management has become very crucial. YourCompany is exposed to credit risk liquidity risk and interest rate risks. Your companyhas in place suitable mechanisms to effectively reduce such risks. All these risks arecontinuously analysed and reviewed at various levels of management through an effectiveinformation system. The Company is having excellent Board of Directors who are Expert infinancial sector and are helping the Company in making good Investment.

OUTLOOK AND FUTURE PROSPECTS:

Competition continues to be intense as the Indian and foreign banks have entered theretail lending business in a big way thereby exerting pressure on margins. The erstwhileproviders of funds have now become competitors. Company can sustain in this competitiveenvironment only through optimization of funding costs identification of potentialbusiness areas widening geographical reach and use of technology cost efficienciesstrict credit monitoring and raising the level of customer service.

RISKS & CONCERNS:

In today's complex business environment almost every business decision requiresexecutives and managers to balance risk and reward. Effective risk management is thereforecritical to an organization's success. Globalization with increasing integration ofmarkets newer and more complex products & transactions and an increasingly stringentregulatory framework has exposed organisations to newer risks. As a result today'soperating environment demands a rigorous and integrated approach to risk management.Timely and effective risk management is of prime importance to our continued success.Increased competition and market volatility has enhanced the importance of riskmanagement. The sustainability of the business is derived from the following:

(1) Identification of the diverse risks faced by the company.

(2) The evolution of appropriate systems and processes to measure and monitor them.

(3) Risk management through appropriate mitigation strategies within the policyframework.

(4) Monitoring the progress of the implementation of such strategies and subjectingthem to periodical audit and review.

(5) Reporting these risk mitigation results to the appropriate managerial levels.

SUBSIDIARY COMPANY:

As there are no subsidiaries of the company investment made in subsidiaries is nil.

HUMAN RESOURCES:

The Company’s relations with the employees continued to be cordial.

SEGMENT-WISE OR PRODUCT WISE PERFORMANCE:

The Company operates in only single segment. Hence segment wise performance is notapplicable. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY:

Your Company has an effective system of accounting and administrative controlssupported by an internal audit system with proper and adequate system of internal checkand controls to ensure safety and proper recording of all assets of the Company and theirproper and authorised utilization. As part of the effort to evaluate the effectiveness ofthe internal control systems your Company's internal audit department reviews all thecontrol measures on a periodic basis and recommends improvements wherever appropriate.The internal audit department is manned by highly qualified and experienced personnel andreports directly to the Audit Committee of the Board. The Audit Committee regularlyreviews the audit findings as well as the an Information Security Assurance Service isalso provided by independent external professionals. Based on their recommendations theCompany has implemented a number of control measures both in operational and accountingrelated areas apart from security related measures.

• Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of Maharashtra Authorities and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.

For and on behalf of the Board of Directors

Sevantilal Kapashi Nimish Kapashi
DIN: 00008435 DIN: 00073665
Whole-time Director Director
Place: Mumbai
Dated: May 25 2016

NOMINATON AND REMUNERATON POLICY

1. INTRODUCTION:

This policy is has been formulated by the Committee and approved by the Board ofDirectors.

2. OBJECTIVE OF THE COMMITTEE:

The Committee shall:

a. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.

b. Formulation of criteria for evaluation of Independent Director and the Board

c. Devising a policy on Board diversity.

d. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

e. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

3. DEFINITIONS:

3.1 Board means Board of Directors of the Company.

3.2 Director means Directors of the Company.

3.2 Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.

3.4 Company means Kapashi Commercial Limited.

3.5 Independent Director means Independent Director as provided under clause 49of the Listing Agreement and/or under the Companies Act 2013.

3.6 Key Managerial Personnel means Key Managerial Personnel as defined Section2(51) of the Companies Act 2013.

3.7 Senior Management The expression ‘‘senior management’’means personnel of the Company who are members of its core management team excluding Boardof Directors comprising all members of management one level below the executive directorsincluding the functional heads.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

4. GENERAL APPOINTMENT CRITERIA:

4.1 The Committee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.

4.2 The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior Management Personnel shall not be disqualified under the CompaniesAct

2013 rules made there under Listing Agreement or any other enactment for the timebeing in force.

4.3 The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made there under Listing Agreement or any other enactment for the time being inforce.

5. ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

The appointment of Independent director shall be governed as per the provisions ofclause 49 of the Listing Agreement (as amended from time to time) and the Companies Act2013.

6. TERM / TENURE:

The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made there under as amended from time to time and as per listingagreement.

7. REMOVAL:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

8. CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTOR AND THE

BOARD:

Following are the Criteria for evaluation of performance of Independent Directors andthe Board:

8.1 Executive Directors:

The Executive Directors shall be evaluated on the basis of targets / Criteria given toexecutive Directors by the Board from time to time.

The Independent Directors shall take the views of the executive director(s) andnon-executive director(s) to review the performance of the Chairman of the Company.

8.21 Non Executive Director:

The Non Executive Directors shall be evaluated on the basis of the following criteriai.e. whether they:

a. act objectively and constructively while exercising their duties;

b. exercise their responsibilities in a bona fide manner in the interest of thecompany;

c. devote sufficient time and attention to their professional obligations for informedand balanced decision making;

d. do not abuse their position to the detriment of the company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;

e. refrain from any action that would lead to loss of his independence

f. inform the Board immediately when they lose their independence

g. assist the Company in implementing the best corporate governance practices.

h. strive to attend all meetings of the Board of Directors and the Committees;

i. participate constructively and actively in the committees of the Board in which theyare chairpersons or members;

j. strive to attend the general meetings of the Company

k. keep themselves well informed about the Company and the external environment inwhich it operates;

l. moderate and arbitrate in the interest of the Company as a whole in situations ofconflict between management and shareholder’s interest.

m. abide by Company’s Memorandum and Articles of Association Company’spolicies and procedures including code of conduct insider trading guidelines etc.

n. provide various directions in the best interest of the Company on key issues.

Apart for aforesaid criteria the Non-Executive Directors (including IndependentDirectors) shall be evaluated on any other criteria as the Board/Committee/IndependentDirectors as they deemed proper from time to time.

8.3 Board (including Various Committees):

The Board (including various committees) shall be evaluated on the basis of thefollowing criteria i.e. whether:

a. the Board Ensure the integrity of financial information and robustness of financialand other controls.

b. the Board oversees the management of risk and review the effectiveness of riskmanagement process.

c. the Board of directors works as a team.

d. the Board is robust in taking and sticking to decisions.

e. the Board as a whole up to date with latest developments in the regulatoryenvironment and the market.

f. sufficient Board and committee meetings of appropriate length being held to enableproper consideration of issues.

g. the relationships and communications with shareholders are well managed.

h. the relationships and communications within the board constructive.

i. all directors allowed or encouraged to participate fully in board discussions.

j. the Board take the Initiative to maintain moral value of the Company.

k. the Board contribute to enhance overall brand image of the Company.

Apart from aforesaid criteria the Board (including Committees) shall be evaluated onany other criteria as the Board/Committee/Independent Directors as they deemed proper fromtime to time.

9. POLICY ON BOARD DIVERSITY:

The appointment of director(s) on the Board should be based on merit that complementsand expands the skills experience and expertise of the Board as a whole taking intoaccount gender age professional experience and qualifications educational backgroundand any other factors that the Board might consider relevant and applicable from time totime towards achieving a diverse Board.

The Nomination & Remuneration Committee is (among other things) responsible for:

reviewing the structure size and composition of the Board and the appointment of newdirectors of the Company from time to time to ensure that it has a balanced composition ofskills experience and expertise appropriate to the requirements of the businesses of theCompany with due regard to the benefits of diversity on the Board.

10. REMUNERATION:

10.1 The Committee will recommend the remuneration to be paid to the ManagingDirector Whole-time Director KMP and Senior Management Personnel to the Board for theirapproval.

The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate directors Key ManagerialPersonnel and Senior Management of the quality required to run the company successfully.The relationship of remuneration to performance should be clear and meet appropriateperformance benchmarks. The remuneration should also involve a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals.

10.2 Director/ Managing Director

Besides the above Criteria the Remuneration/ compensation/ commission etc to be paidto Director/ Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made there under or any other enactment for the time being in force.

10.3 Non executive Independent Directors

The Non- Executive Independent Director may receive remuneration by way of sitting feesas decided by the Board from time to time for attending meetings of Board or Committeethereof; Provided that the amount of such fees shall not exceed the ceiling/ limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe time being in force.

10.4 KMPs / Senior Management Personnel etc.

The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on theexperience qualification and expertise of the related personnel and governed by thelimits if any prescribed under the Companies Act 2013 and rules made there under or anyother enactment for the time being in force.

10.5 Other employees:

Without prejudice to what is stated in para 10.1 to 10.4 the remuneration to be paidto the other employees shall be decided by the management of the Company based on theexperience qualification expertise of the employees or any other criteria as may bedecided by the Management.

11. SUCCESSION PLANNING:

The Nomination & Remuneration Committee shall work with the Board on the Leadershipsuccession plan and shall also prepare contingency plan for succession in case of anyexigencies.