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Kashiram Jain & Co Ltd.

BSE: 539533 Sector: Others
NSE: N.A. ISIN Code: INE669R01018
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Kashiram Jain & Co Ltd. (KASHIRAMJAINCO) - Director Report

Company director report

TO

THE MEMBERS

KASHIRAM JAIN & COMPANY LIMITED

Your Directors have pleasure in presenting their 29th Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key Highlights of Standalone & Consolidated financial results for Kashiram Jainand Co. Limited for the financial year 2015-16 are tabulated below:

(Amount in Rs.)
Particulars STANDALONE CONSOLIDATED
31st March 2016 31st March 2015 31st March 2016 31st March 2015
Gross Sales 7507000 12409515 7507000 12431840
Net Sales 7507000 12409515 7507000 12431840
Interest Income 2230102 601806 2279602 601806
Other Income - - 25530 -
Total Income 9737102 130 11321 9812132 13033646
Profit before extraordinary item & tax 506273 (90260) 487795 (498943)
Extraordinary Item 48795 -- 48795 --
Profit before taxation 457478 (90260) 439000 (498943)
Tax Expenses:
Current Tax 156438 209600 150812 209600
Deferred Tax -- -- -- --
Profit after Tax 301040 (299860) 288188 (708543)

BRIEF DESCRIPTION OF THE COMPANY’S STATEMENT OF AFFAIRS

Total Revenue for Financial Year 31st March 2016 stood at Rs 9737102/- as against Rs13011321/- for previous year which shows the decline in revenue. Profit before taxationstood at Rs. 457478/- against Rs. (90260)/- in the previous year the Net profit of theCompany for the year under review was placed at Rs. 301040 as against Rs. (299860)/-in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company as required under Section 133 ofthe Companies Act 2013 have been prepared in accordance with the provisions of AccountingStandard [AS] – 21 on Consolidated Financial Statements issued by the Institute ofChartered Accountants of India and Schedule III of the said Act. The audited consolidatedFinancial Statements alongwith the Auditors’ Report form part ofthe Annual Report.

GENERAL RESERVE

The Company didn’t transfer any amount to the General Reserve this year.

DIVIDEND

In order to conserve the resources for future requirements of the Company yourdirector do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid up equity capital as on March 31 2016 was Rs. 10600000/-. During the yearunder review the Company has not issued any shares to shareholders with differentialvoting rights nor granted stock options nor any sweat equity.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period the Board was restructured by the induction of Mr. Bishnu Agarwal asChief Financial Officer of the Company w.e.f 15.05.2015 and Mr. Dilip Kumar Jain has beenresigned from the Board w.e.f. 18.05.2015 during the period under review.

Ms. Sweta Harlalkahas resigned from the post of Company Secretary with effect from 10thJune 2016.

None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the financial year 2015-16.

MEETING OF BOARD AND AUDIT COMMITTEE

During the Financial Year 31st March 2016 Eight Board Meetings were held on and FiveAudit Committee Meetings were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 i.e. not more than 120 daysfrom the previous meeting.

INDEPENDENT DIRECTORS’ MEETING

During the year under review the Independent Directors met on February 17 2016 interalia to discuss:

• Evaluation of the performance of Non Independent Directorsand the Board ofDirectorsas a whole;

• Evaluation of the performance of Chairman of the Company taking into accountthe views of the Executive and Non Executive Directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties. All the Independent Directorswere present at the Meeting.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations And Disclosures Requirements) 2015 as per Annexure 1.

AUDITORS

Mr. Pravin Poddar Chartered Accountants (Membership No. 300906) were appointed asStatutory Auditors of the Company on 28th Annual general Meeting of the Company held on28th September 2015 for a period of five years and are eligible to continue as StatutoryAuditors of the Company subject to ratification by the members at the forthcoming AnnualGeneral Meeting.

They have furnished a certificate confirming that if re-appointed theirre-appointment will be in accordance with section 139 read with Section 141 of theCompanies Act 2013. The members are requested to consider ratification of theircontinuity of appointment as Auditors of the Company and authorise the Board of Directorsto fix their remuneration.

AUDITOR’ REPORT

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. S. A &Associates (C.P No. 3173) Practicing Company Secretary has been appointed as a SecretarialAuditors of the Company. The report of the Secretarial Auditors for the year ended 31stMarch 2016 is enclosed as Annexure-3 to this report.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 to 76 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there was no foreign exchange earnings or out flow.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed.

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year underreview.

• The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (IF ANY)

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

The statement containing the salient feature of the financial statement of aCompany’s Subsidiary(ies) Associate Company(ies) and Joint Venture(s) under thefirst proviso to section 129(3) (in Form AOC-1) is attached to the financial statements asper Annexure- 2.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hadestablished a vigil mechanism for Directors and Employees to report concern of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure- 4.

BUSINESS RISK MANAGEMENT

In today’s economic environment Risk Management is very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks for the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole. At present the Companyhas not identified any element of risk which may threaten the existence of the Company.

PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges report on Corporate Governancealong with Auditors statement on its compliance and Management Discussion and Analysis hasbeen included in this annual report as separate annexure.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of employee. During theyear under review there was no case filed pursuant to the Sexual harassment of Women atwork place (Prevention Prohibition and Redressal) 2013.

MATERIAL CHANGES AND COMMITMENTS

No significant and material changes have occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

Registered Office: By Order of the Board of Directors
Lachit Nagar S. R. B. Road For Kashiram Jain and Company Limited
Guwahati -781 007
Assam Bishnu Agarwal Lalita Devi Agarwal
Place: Guwahati Managing Director Director
Date: 02.08.2016 DIN: 06914865 DIN: 05122068