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Kayel Securities Ltd.

BSE: 539562 Sector: Financials
NSE: N.A. ISIN Code: INE750R01016
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Kayel Securities Ltd. (KAYELSECURITIES) - Director Report

Company director report

To

The Members

KAYEL SECURITIES LIMITED

The board of directors hereby submits their 34th Annual Report of thebusiness and operations of your company along with the Audited Financial Statements forthe Financial Year ended March 31st 2017.

1. FINANCIAL RESULTS:

Particulars 2016-17 2015-16
Total Income 6178884 5709976
Closing Stock - -
Profit/(Loss) before Depreciation 950513 460084
Less: Depreciation - -
Profit/(Loss) before Tax 950513 460084
Provision for Taxation- Current Tax 283917 147000
Deferred Tax - -
Excess provision for Tax expense for earlier years (10974) 10311
Profit for the year 677570 302773
Balance brought forward 770167 467394
Balance of Surplus Profit/(Loss) for the year 1447737 770167

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total income of the Company during the financial year has increased from Rs.5709976/- to Rs. 6178884/- The profit before tax has also increased from Rs.460084/- to Rs. 950513/-. Looking to the present progress of the Company yourdirectors expect even better performance in the upcoming years.

3. DIVIDEND:

The Board has decided to reinvest the profits in the business of the Company andtherefore your directors do not recommend any dividend for the financial year 2016-17.

4. RESERVES:

The board does not propose to carry any amount to the reserves.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans and investments have been disclosed in the financialstatements as required under section 186 of the Companies Act 2013. The loans mentionedin the financial statement have been given for business purpose.

6. RELATED PARTY TRANSACTIONS:

During the year ended 31st March 2017 Company has not entered into anycontracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal financial control procedures which iscommensurate with the size and nature of business. The internal control systems includingfinancial control system of the Company are monitored and evaluated by internal auditorsand their audit reports are periodically reviewed by the audit committee and alsogenerally placed before the board.

9. DEPOSITS:

The Company has neither accepted nor renewed any deposits as envisaged under Sections73 to 76 of Companies Act 2013 during the financial year under review

10. Change in Nature of Business:

During the year under review Company has not changed the Nature of Business.

11. SHARE CAPITAL:

There is no change in the Share Capital of the company during the financial year endedon March 31 2017.

A) Issue of equity shares with differential rights:

The company has not issued any equity shares with differential rights during thefinancial year under review.

B) Issue of sweat equity shares:

The company has not issued any Sweat Equity Shares during the financial year underreview.

C) Issue of employee stock options:

The company has not provided any Stock Option Scheme to the employees.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The company has not bought back or provided for buyback of any of its securities duringthe year under review.

E) Issue of Bonus Shares:

No Bonus Shares were issued during the financial year under review.

F) Issue of Equity Shares without differential rights:

The Company has not issued any Equity Shares without differential rights during thefinancial year under review.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of Companies Act 2013 are not applicable.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Resignation / Cessation:

During the financial year under review Ms. Ziral Soni (ACS: 44792) was appointed forthe post of Company Secretary & Compliance Officer of the company with effect from11/05/2016 and she had resigned from the post with effect from 01/07/2016. The board hasplaced on record its appreciation for the contributions made by Ms. Ziral Soni during herrespective tenure of office.

Ms. Bhavna Saboo a.k.a Bhavna Shah (ACS: 47287) has been appointed on the post ofCompany Secretary & Compliance Officer of the company with effect from 15/12/2016. Shehas resigned as Company Secretary and Compliance Officer of the Company w.e.f. 29thMay2017.

Retirement by Rotation

Shri Rakeshkumar Kankariya (DIN: 00314234) retires by rotation and being eligible hasoffered himself for re-appointment.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c ) of the Companies Act 2013 the boardof directors to the best of their knowledge and ability confirm and state that –

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; ii. thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period; iii. the directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

iv. the directors had prepared the annual accounts on a ‘going concern' basis; v.the directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and vi.the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of Companies Act 2013.

16. BOARD EVALUATION:

During the financial year the board has adopted a formal mechanism for evaluating itsperformance and as well as that of its committees and individual directors including thechairman of the board.

The evaluation framework for assessing the performances of directors; comprises of thefollowing key areas:

- Attendance and participation in the meetings and timely inputs on the minutes of themeetings.

- Adherence to ethical standards & code of conduct of company and disclosure of non– independence as and when it exists and disclosure of interest.

- Raising of valid concerns to the board and constructive contribution to resolution ofissues at meetings.

- Interpersonal relations with other directors and management

- Objective evaluation of board's performance rendering independent unbiased opinion.

- Understanding of the company and the external environment in which it operates andcontribution to strategic direction.

- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard ofconfidential information.

- The valuation involves self-evaluation by the board member and subsequentlyassessment by the board of directors. A member of the board will not participate in thediscussion of his / her evaluation.

17. STATUTORY AUDITORS:

As per the provisions of the Act tenure of M/s. Mehta Lodha & Co. CharteredAccountants as a Statutory Auditors of the Company shall get expire at the conclusion ofthe ensuing Annual General Meeting.

It is proposed to appoint M/s. Hitesh Prakash Shah & Co. Chartered Accountant(Firm Registration N0: 127614W)as a Statutory Auditor of the Company for a term of 5(five) consecutive years from the conclusion of this Annual General Meeting tillconclusion of the Annual General Meeting for the Financial Year 2021-22 and saidappointment is subject to ratification at every Annual General Meeting. The proposed newAuditors have confirmed their eligibility and qualification required under the Act forholding the office as Statutory Auditors of the Company.

18. 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. Ravi Kapoor & Associates a firm of Company Secretaries in Practice(PCS) to undertake the Secretarial Audit of the Company for FY 2016-17. The SecretarialAudit Report is appended to this report as Annexure- 2. There were noqualifications reservations or adverse remarks given by Secretarial Auditors of thecompany.

19. QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS:

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

20. AUDIT COMMITTEE:

The audit committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013.The details pertaining to composition of auditcommittee are as follows:

Sr. Name of the members Category
No.
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

21. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to composition of the Nomination And Remuneration Committee incompliance with section 178 of the Companies Act 2013:

Sr. No. Name of the Directors Category
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

22. REMUNERATION POLICY:

The company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 1 and is attached to this report.

23. STAKEHOLDER RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Stakeholder Relationship Committee incompliance with section 178 of the Companies Act 2013:

Sr. Name of the Directors Status whether Independent/ Non Independent
No.
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

24. EXTRACT OF THE ANNUAL RETURN:

In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act 2013 anextract of the Annual Return in Form MGT-9 as is annexed herewith as "Annexure 3."

25. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

Since the company does not have any Subsidiary / Joint Ventures / Associate Concernsno financial position of such concern(s) are required to be included in the financialstatement.

26. BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the year. The details of the meetingare as below:

Sr. No. Date of meeting
1 11/05/2016
2 27/05/2016
3 11/08/2016
4 26/08/2016
5 09/11/2016
6 15/12/2016
7 13/02/2017

27. VIGIL MECHANISM:

Pursuant to section 177(9) of Companies Act 2013 the Company has established a vigilmechanism and overseas through the committee the genuine concerns expressed by theemployees and other directors. The Company has also provided adequate safeguards againstvictimization of employees and directors who express their concerns. The Company has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of employees and the Company.

28. CORPORATE GOVERNANCE

As per the Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the provisions of corporate governance are not applicable to the companyas company has not attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies having paid upcapital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on thelast day of the previous financial year.

29. SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the financial year under review there were no manufacturing activitiesundertaken by the company. In view of the aforesaid fact there was no scope for yourcompany to make any efforts for energy conservation research and development andtechnology absorption. Hence the particulars required to be furnished in respect of thesame are not given.

The particulars of foreign exchange earnings and outgoes:

Foreign Exchange Earnings : NIL
Foreign Exchange Outgoes : NIL

31. PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17:

NIL.

As none of the director gets remuneration during the financial year under review.

ii. The percentage increase in remuneration of each director Chief Executive

Officer Chief Financial Officer Company Secretary in the financial year:

NIL

iii. The percentage increase in the median of employees in the financial year:

NIL

As there is no increase in the salary of any employees.

iv. The number of permanent employees on the rolls of the Company:

During the Year 2016-17: 5 Employees

As on 31st March2017: 4

* Ms. Ziral Soni had been appointed on the post of Company Secretary and ComplianceOfficer of the company with effect from 11th May 2016 and resigned from thepost with effect from 1st July 2016.

* Ms. Bhavna Saboo has been appointed on the post of Company Secretary andCompliance Officer of the company with effect from 15th December 2016. v. Averagepercentile increase already made in the salaries of the employee other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration:

Nil

vi. Affirmation that the remuneration is as per the remuneration policy of the

Company.

The Company affirms remuneration is as per the remuneration policy of the Company.

The information required under section 197 of the Companies Act 2013 read with rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given below:

Sr. No Name of employee Designation Remu neratio n drawn during the year Nature of employm ent Qualifi cation Experi ence Comme ncemen t of employ ment Age % of equity shares whether related or not?
1 Ziral Soni Company Secretary and Compliance officer 15000 Permanent CS 2 months 11.05. 16 to 01.07. 16 25 0 Not Related
2 Bhavna Saboo Company Secretary and Compliance officer 51389 Permanent CS 5 months 15.12. 16 to 29.05. 17 29 0 Not Related
3 Mahesh S. Nagar Office clerk 136150 Permanent CS 20 Years From 2012 50 0 Not Related

32. POLICIES ADOPTED:

The Company has adopted policies in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 including policy on:

Policy on preservation of documents

Policy for determination of material event or information

The company has also adopted policy in line with SEBI (Insider Trading) Regulations2015 the Code of Conduct to regulate monitor and reporting of trading by insider.

These policies are available on the website of the company athttp://www.kayelsecurities.com/

33. RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of riskidentified that may threaten the existence of the Company.

34. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMAN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

During the financial year 2016-17 under review there were no cases filed to thecompany pursuant to the Sexual Harassment of Woman at Work place (Prevention Prohibitionand Redressal) Act 2013.

35. ACKNOWLEDGEMENT

The directors thank the company's employees customers vendors and investors for theircontinuous support. The directors are also thankful to the concerned governmentdepartments / agencies for their co-operation. The directors appreciate and value thecontributions made by every member in the Company.

Place: Ahmedabad For and on behalf of the Board of Directors of
Date: 29/05/2017 KAYEL SECURITIES LIMITED
Rahul Kankaria
Chairman & Managing Director
DIN: 00314184