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KBS India Ltd.

BSE: 530357 Sector: Financials
NSE: N.A. ISIN Code: INE883D01015
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VOLUME 100
52-Week high 4.20
52-Week low 1.86
P/E 15.80
Mkt Cap.(Rs cr) 2
Buy Price 0.00
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Sell Price 2.37
Sell Qty 329.00

KBS India Ltd. (KBSINDIA) - Director Report

Company director report

To

The Members

KBS India Limited

Your Directors hereby presents the 30 Annual Report of the Company together with theAudited Financial Statements for the financial year ended 31 March 2016.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

(Amount in Rs)
Particulars 2015-16 2014-15
Income from operation and other Income 29952424 23152091
Profit before Depreciation and Amortization Expenses Finance Cost and Tax 1966931 2988689
Less: i) Depreciation 537180 1123475
ii) Finance Cost 855929 1077927
Profit (Loss) before Tax 573822 787287
Less: i) Current tax 472485 786859
ii) Deferred Tax (95847) (276378)
Profit/(Loss) After Tax 197184 276806
Add: Balance brought forward from previous year 39254661 38977856
Balance carried to Balance Sheet 39451845 39254662

REVIEW OF OPERATIONS:

During the year under review the Company earned total revenue of Rs 299.52 Lakhs ascompared to Rs 231.52 Lakhs during the previous year. The Profit before tax was Rs 5.73Lakhs during the year as compared to Rs 7.87 Lakhs in the previous year. Net profit aftertax is Rs1.97 Lakhs during the year as compared to Rs 2.76 Lakhs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements your Directorsdo not recommend any payment of dividend for the year ended 31 March 2016

SHARE CAPITAL OFTHE COMPANY:

The paid up share capital of your Company as on 31 March 2016 is Rs 90211880/-(Rupees Nine Crores Two Lakhs Eleven Thousand Eight Hundred Eighty only) divided into8521188 Equity shares of Rs 10/- (Rupee Ten) each and 50000 0% Redeemable PreferenceShares of Rs 100/- (Rupees Hundred) each.

There was no change in the Share Capital of the Company during the Financial Year2015-16

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE). TheCompany has paid the Annual listing fees to the said stock exchange for the financial year2015-16.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

HOLDING SUBSIDIARY JOINTVENTURES AND ASSOCIATE COMPANIES:

The Company has a wholly owned subsidiary Company named "KBS Capital Management(Singapore) Pte. Ltd." Singapore which is engaged in the consultancy services. TheCompany neither has any Holding or Associate Companies nor any Joint Ventures during thefinancial year 2015-16.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the financial statement of wholly-owned subsidiary in FormAOC 1 is appended to the Financial Statements provided in this Annual Report.

EXTENSION OF ANNUAL GENERAL MEETING OFTHE COMPANY:

The Registrar of Companies Maharashtra Mumbai vide letter dated 12 September 2016has granted approval to the Company for extension of holding the Annual General Meeting ofthe Company for the financial year ended 31 March 2016 by three months i.e. up to 30December 2016 as the Company has applied for availing further time for preparation of theConsolidated Financial Statements of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and the Articles of Association ofthe Company Mr. Tushar Shah Chairman & Managing Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offershimself for re-appointment.

Brief resume of the Directors proposed to be re-appointed under Regulation 36(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as ‘Listing Regulations') and Secretarial Standards on General Meetings(SS - 2) issued by Institute of Company Secretaries of India (ICSI) is given in the Noticeconvening 30 Annual General Meeting of the Company.

Your Board recommends the above re-appointment of Mr. Tushar Shah for the approval ofMembers at the 30 AGM of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under bothsub-section (6) of Section 149 of the Companies Act 2013 and erstwhile Clause 49 ofListing Agreement read with Regulation 16(b) of Listing Regulations.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have 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 of the Company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OFTHE BOARD:

The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from other Board business. The notice of Board meeting is given wellin advance to all the Directors of the Company. Usually meetings of the Board are held inMumbai Maharashtra. The agenda of the Board / Committee meetings is circulated 7 daysprior to the date of the meeting. The agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed at the meeting to enable the Directors to takean informed decision.

During the financial year 2015-16 the Board of Directors met 6th (Six) times on 5thMay 2015 22th May 2015 14 August 2015 9th November 2015 27 November 2015 and 13February 2016. As stipulated the gap between two board meetings did not exceeded onehundred and twenty days.

Name of Members Designation No. of Meetings
Held Attended
Mr. Tushar Shah Chairman 6 6
Mr. Ketan Shah Non-Executive Director 6 6
Mr. Vinod Bapna Independent Director 6 4
Mrs. Sanjeevlata Samdani Independent Director 6 6

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 13February 2016 to review the performance of Non-independent Directors and the Board aswhole evaluation of the performance of the Chairman and the flow of communication betweenthe Board and the management of the Company.

ANNUAL PERFORMANCE EVALUATION BYTHE BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe workings of its Audit Stakeholders' Relationship and Nomination and RemunerationCommittees. The Board has evaluated the performance of each of Executive Non-Executiveand Independent Directors considering the business of the Company and the expectationsthat the Board have from each of them. The evaluation framework for assessing theperformance of Directors comprises of the following key areas: i. Attendance of themeeting of the Board and Meetings of the Committees of the Board; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management.

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.

COMMITTEES OFTHE BOARD:

There are presently three Committees of the Board which are as follows:-

1. Audit Committee;

2. Stakeholders' Relationship Committee; and

3. Nomination and Remuneration Committee;

1. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. During the financial year 2015-16 the Audit Committee met 5 (five)times on 22 May 2015 14 August 2015 9 November 2015 27 November 2015 and 13February 2016. The composition of the Audit Committee and the number of meetings attendedby each member during the year 2015-16 are as follows:

Name of Members Designation No. of Meetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 5 5
Mr. Tushar Shah Member 5 5
Mr. Vinod Bapna Member 5 5

The Compliance Officer acts as the Secretary to the Committee.

The broad terms of reference of Audit Committee are as follows: a. Reviewing theperformance of the Company as reflected in the financial statements as also compliancewith accounting policies and practices regulatory requirements concerning the saidfinancial statements; b. Overseeing the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correctsufficient and credible; c. Recommending the appointment/re-appointment/removal ofstatutory auditors fixation of audit fees and also approval of payments for any otherservices; d. Review with management the quarterly/half yearly and annual financialstatements with the primary focus on accounting policies and practices compliances withaccounting standards and with the stock exchange and legal requirements concerning thefinancial statements; e. Reviewing with management Statutory and internal auditorsadequacy of the internal control systems in the Company; f. Discussing with internal andstatutory auditors of any significant findings and follow-up thereon and reviewing thereports furnished by them; g. Reviewing the Company's financial and risk managementpolicies;

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2015-16 the Nominationand Remuneration Committee met one time viz. 22 May 2015. The composition of theNomination and Remuneration Committee and the number of meetings attended by each memberduring the year 2015-16 are as follows:

Name of Members Designation No. of Meetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 1 1
Mr. Ketan Shah Member 1 1
Mr. Vinod Bapna Member 1 1

The Compliance Officer acts as the Secretary to the Committee.

Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to

a. Determine/recommend the criteria for appointment of Executive Non-Executive andIndependent Directors to the Board;

b. Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

c. Identification and assessing potential individuals with respect to their expertiseskills attributes personal and professional standing for appointment and re-appointmentas Directors / Independent Directors on the Board and as Key Managerial Personnel's;

d. Formulate a policy relating to remuneration for the Directors Committee and alsothe Senior Management Employees;

Selection Criteria:

Any person to be appointed as a Director on the Board of Director of the Company or asKMP or Senior Management Personnel including Independent Directors shall possessappropriate skills experience and knowledge in one or more fields of sciences actuarialsciences banking finance economics law management sales marketing administrationresearch corporate governance or technical operations.

Any person to be appointed as a Director on the Board of the Company shall possess therelevant experience and shall be able to provide policy directions to the Companyincluding directions on good corporate governance.

While appointing any person as Chief Executive Officer Managing Director or aWhole-time director of the Company his / her educational qualification work experienceindustry experience etc. shall be considered

3. Stakeholder's Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies

Act 2013. During the financial year 2015-16 the Stakeholders' Relationship Committeemet four times viz. 22th May 2015 14th August 2015 09th November 2015 and 13February 2016. The composition of the Nomination and Remuneration Committee and thenumber of meetings attended by each member during the year 2015-16 are as follows:

Name of Members Designation No. of Meetings
Held Attended
Mr. Ketan Shah Chairman 4 4
Mr. Vinod Bapna Member 4 4
Mr. Tushar Shah Member 4 4

Mr. Nehal Shah Compliance Officer acts as the Secretary of the Committee.

Terms of reference of the Stakeholder's Relationship Committee:

1. To ensure that the application for registration of transfer transmissiontransposition of Equity Shares lodged by the Shareholders/Investors are disposed of in thestipulated time.

2. To look into the redressing of Shareholders' complaints regarding non-receipt ofAnnual Report or dividend declared change of address etc.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration.

a. Remuneration of Managing Director:

i. At the time of appointment or re-appointment the Managing Director shall be paidsuch remuneration as may be mutually agreed between the Company (which includes theNomination & Remuneration Committee and the Board of Directors) and the ManagingDirector within the overall limits prescribed under the Companies Act 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting. iii. The remuneration of the Managing Director is broadly divided intofixed and variable component. iv. In determining the remuneration the Nomination &Remuneration Committee shall consider the following:

1. The relationship of remuneration and performance benchmarks is clear;

2. Balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals;

3. Responsibility of the Managing Director's and the industry benchmarks and thecurrent trends;

4. The Company's performance vis-a-vis the annual budget achievement and individualperformance.

b. Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Independent Directors of the Company shall not be entitled to participate in StockOption Scheme of the Company if any introduced by the Company.

c. Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (i.e. KMPs andExecutive Committee Members) the Nomination & Remuneration Committee shall considerthe following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflecting short and long-term performance objectives appropriate tothe working of the Company and its goals;

3. The components of remuneration includes salaries perquisites and retirementbenefits;

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis-a-vis the annual budget achievement industry benchmark and current compensationtrends in the market.

The Managing Director will carry out the individual performance review based on thestandard appraisal matrix and after taking into account the appraisal score card and otherfactors mentioned hereinabove recommends the annual increment to the Nomination andRemuneration Committee for its review and approval.

DIRECTOR FAMILIRISATION PROGRAMME:

The Company undertakes and makes necessary provision of an appropriate inductionprogramme for new directors and ongoing training for existing Directors. The new Directorsare introduced to the company culture through appropriate training programme. Such kindof training programme helps develop relationship of the director with the Company andfamilairise them with Company processes. The management provide such information andtraining either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

a) Build an understanding of the company's processes and

b) Fully equip Director to perform their role on the Board effectively.

Upon appointment Directors received a Letter of Appointment setting out in detail theterm of appointment duties responsibilities and expected time commitments. The detailsof Director's induction and familiarization programmes are available on the Company'swebsite at http://www.kbs.co.in

VIGIL MECHANISM POLICY/WHISTLE BLOWER MECHANISM:

In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a VigilMechanism Policy to deal with instance of fraud and mismanagement if any.

The Company promotes ethical behavior in all its business activities and has adopted amechanism of reporting illegal or unethical behavior. The Company has a whistle blowerpolicy wherein the employees are free to report violations of laws rules regulations orunethical conduct to their immediate supervisor or such other person as may be notified bythe management to the employees / workers. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairperson of the Audit Committee in theexceptional cases. The confidentiality of those reporting violation is maintained and theyare not subjected to any discriminatory practice. However no violation of laws orunethical conduct etc. was brought to the notice of the Management or Audit Committeeduring the year ended 31 March 2016. We affirm that during the financial year 2015-16 noemployee or director was denied access to the Audit Committee. The Vigil mechanism /Whistle Blower Policy is available on the website of the Companyhttp://www.kbs.co.in

STATUTORY AUDITORS:

M/s. Gopal Rao & Associates Chartered Accountants Statutory Auditors of yourCompany hold office as such upto the conclusion of the ensuing Annual General Meeting andare eligible for re-appointment. However they have expressed their unwillingness to bere-appointed as the Statutory Auditors of the Company due to pre occupation. The Companyhas received a letter from them to the effect that they are unwilling to continue asStatutory Auditors. The Board of Directors recommend the appointment of M/s. R. R. Shah& Co. Chartered Accountants Mumbai as the Statutory Auditors of the Company inplace of M/s. Gopal Rao & Associates Chartered Accountants to hold office from theconclusion of this 30th Annual General Meeting till the conclusion of 35 Annual GeneralMeeting. The Company has also received a Certificate from M/s. R. R. Shah & Co. tothe effect that their appointment if made would be in compliance with the conditions asprescribed under Section 139 of the Companies Act 2013 and they satisfy the criteria asprovided under Section 141 of the Act.

AUDITORS REPORT:

With reference to the observations made by the Statutory Auditors in their Standaloneand Consolidated Report on the Audited Financial Statements for the year ended 31 March2016 your Directors hereby reply as under:

1. Bad Debts Written off is Rs 195 00000

The Management felt that the amount is not recoverable from the party hence the saidhas been written off as bad- debts.

INTERNAL AUDITOR:

The Company has appointed M/s. R. R. Shah & Co. Chartered Accountants Mumbai asits Internal Auditors. The Internal Auditors have given their Reports on periodical basisto the Audit Committee and the board. Based on the internal audit report the managementundertakes corrective action in respective areas and thereby strengthens the controls.

M/s. R. R. Shah & Co. Chartered Accountants Mumbai resigned from the position ofInternal Auditors of the Company with effect from 11 November 2016.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/s. Manish Ghia & Associates Company Secretaries Mumbaiis appended as Annexure II and forms part of this Report.

The Secretarial Auditors' observations falling under Companies Act 2013 and the rulesmade thereunder and there replies are as follows:

a. the company does not have a Company Secretary as required under section 203 of theAct;

Reply: The Company is in process of identifying a suitable candidate forappointment as Whole Time Company Secretary.

b. the company has extended loan/advances to directors and entities in which directorsthe company are interested which is in contravention to the provisions of Section 185 ofthe Act;

Reply: As on 31 March 2016 outstanding loans/advances to directors and entities inwhich directors of the Company are interested have been recovered.

c. the support(s) produced to us for having dispatched notice of Annual General Meetingand the Annual Report (audited financial statements and the reports of directors andauditors thereon) to the members in our opinion are not adequate for us to ascertaincompliance with the provisions of Sec 101 and 136 of the Act; Reply: The Companyhad duly dispatched the notice of Annual General Meeting and the Annual Report (auditedfinancial statements and the reports of directors and auditors thereon) to the members incompliance with the provisions of Sec 101 and 136 of the Companies Act 2013 throughpermitted mode to all the shareholders on 5 December 2015.

The Secretarial Auditor's observation under Listing Agreement and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015:-

d. has made payment of annual Listing Fee for the year 2015-16 after the due date;

e. has made payment of annual charges for the year 2015-16 to the Depositories afterthe respective due dates;

f. has not given prior intimation of the meeting of board of directors convened on27.11.2015 for the approval of consolidated financials for the year ended 31.03.2015 andalso did not publish the same in the newspapers as required under clause 41;

g. has not submitted the annual consolidated financial results for the year ended31.03.2015 which was to be submitted latest by 30 May 2015 and the same have not beenpublished in the newspapers; and

h. the details of inter corporate loans have not been disclosed in the company's annualreport for the year ended 31 March 2015 as required under clause 32.

Your management would like to state that non-compliance in regards to points (d) to (h)are unintentional and in the absence of Whole time Company Secretary the said complianceswere missed out inadvertently.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

INTERNAL FINANCIAL CONTROL:

The Board has adopted a formal Internal Financial Control Policy during the financialyear under review for ensuring the orderly and efficient conduct of it business includingAdherence to Company policies safeguarding of assets prevention and detection of fraudand errors the accuracy and completeness of the accounting record and timely preparationof reliable financial disclosures. The Audit Committee evaluates the efficiency andadequacy of financial control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company and strives tomaintain the Standard in Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OFTHE COMPANIES ACT 2013:

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions were enteredduring the year by your Company. The policy on Related Party transaction as approved bythe Board is uploaded on the Company' website www.kbs.co.in. Accordingly the disclosureof Related Party Transactions as required under Section 134(3) of the Companies Act 2013in Form AOC-2 is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans guarantee or investment made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2015-16 are given under Notes toAccounts of financial statements.

PARTICULARS OF REMUNERATION:

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended to thisreport as Annexure III.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company do notconsume energy intensively. However Company continues to implement prudent practices forsaving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption

a. The efforts made towards technology absorption The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

(Amount in Rs)
Particulars 2015-16 2014-15
Foreign Exchange earned NIL Rs 4313014
Foreign Exchange used NIL NIL

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in future.

DETAILS OF POLICY DEVELOPED AD IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSILITY INITIATIVES.

The provisions relating to Corporate Social responsibility under Section 135 of theCompanies Act 2013 and rule made thereunder are not applicable to the company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATMENTRELATES ANDTHE DATE OFTHE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the F.Y. 2015-16 to which this Financial Statements relate andthe date of this Report.

REPORT ON CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations the provisionsrelated to Corporate Governance as specified in Regulations 17 18 19 20 21 22 2324 25 26 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C Dand E of the Schedule V shall not apply to a listed entity having paid up share capitalnot exceeding Rupees Ten crores and Networth not exceeding Rupees Twenty Five crores ason the last day of the previous financial year.

As on the last day of previous financial year the paid up Share Capital of andNetworth of the Company was below the threshold limit as stated above thereby presentlythe Company is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual report.

Pursuant to the Regulation 34(2) (e) of Listing Regulations the Management Discussionand Analysis is a part of the Annual Report

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and Redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

ACKNOWLEDGMENT:

Your Directors express their gratitude for assistance and co-operation from theFinancial Institutions Banks Government Authorities Customers Vendors and Membersreceived during the year under review. Your Directors also wish to place on record theirdeep appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Director
Place: Mumbai Tushar Shah
Date: 24 November 2016 Chairman & Managing Director
DIN : 01729641

‘Annexure A'

To

The Members

KBS India Limited

Mumbai

Our report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provided areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBook of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulation standards is the responsibility of management. Our examination was limited tothe verification of procedures on the test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

For Manish Ghia & Associates
Company Secretaries
A. N. Sarma
Place : Mumbai Partner
Date: 24 November 2016 M. No. FCS 4557 C.P. No. 7812

ANNEXURE III PART A

1. Disclosure as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year :-

. Name of the Director Ratio of remuneration to the median remuneration of the employees :-
1 Mr. Tushar Shah-Chairman & Managing Director 8.77 : 1
(ii) The Percentge increase in remuneration of each Director CFO CEO Company Secretary or Manager if any in the Financial Year 2015-16
Name of the Directors KMP % increase over last F.Y.
1. Mr. Tushar Shah Chairman & Managing Director Nil
2. Mr. Chandrakant Lodaya CFO 11.59
(iii) The percentage increase in the median remuneration of employees in the financial year 21.32
(iv) The number of permanent employees on the rolls of the Company 09 (Nine)
(v) 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 The increase in salary of employees if any is based on various factors.

We hereby confirmed that the remuneration is as per the remuneration policy recommendedby Nomination and Remuneration Committee of the Company and adopted by the Company.

For and behalf of the Board of Directors
Tushar Shah Ketan Shah
Place : Mumbai Chairman & Managing Director Director
Date : 24 November 2016 DIN : 01729641 DIN : 00925565

ANNEXURE III- PART B

Information as required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Names of the top ten employees of the Company in terms of remuneration drawn

Name of employee Designation of the employee Remuneration received (Gross) (Amount in Rs) Nature of employment whether contractual or otherwise Qualifications and experience of the employee Date of commencement of employment in the Company Age (in Years) Last employment held before joining the Company The percentage of equity shares held by the employee in the Company within the meaning of Clause(iii) of sub-rule(2) Rule 5 Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager
1 Mr. Tushar Shah Chairman & Managing Director 1200000 Permanant B.COM - 20 years 1-Jun.-1990 53 NA 25.93 NO
2 Ms. Nehal S Shah Compliance Officer 669148 Permanent B.COM - 20 years 1-Oct.-2004 44 NA 0.01 NO
3 Ms. Rupal Shah Marketing Manager 669148 Permanent B.COM - 20 years 1-Oct.-2004 40 NA 0.00 NO
4 Mr. Chandrakant D Lodaya Chief Financial Officer 402210 Permanent B.COM - 25 years 1-Nov.-1993 46 Mandvi Finance Limited 0.00 NO
5 Mr. Vishwanath M Rane Back Office Assistant 136891 Permanent HSC - 40 years 1-July-1990 62 NA 0.00 NO
6 Ms. Kirti Lodaya Marketing Manager 134268 Permanent B.COM - 18 years 23-Sep.-1999 43 Gosar and Shah - CA 0.00 NO
7 Mr. Kaushik Pandya Back Office Assistant 133266 Permanent HSC - 28 years 1-Aug.1999 49 Dhanesh V Shah- Sub Broker 0.00 NO
8 Mr. Sanjay Parab Back Office Assistant 124916 Permanent HSC - 24 years 1-July-1993 45 NA 0.00 NO
9 Mr. Arvind Karmokar Dealer 61200 Permanent B.SC - 40 years 1-Oct.-1993 62 M J Dalmia & Company. 0.02 NO

II Name of employees who were employed throughout the Financial Year 2015-16 andwere paid remuneration not less than Rs1 Crore 2 lakhs Rupees per annum.- NotApplicable

III Name of employees who were employed in part during the Financial Year 2015-16and were paid remuneration not less than Rs 8 lakhs 50 thousand per month. -Not Applicable

IV Name of employees who were employed throughout the FinancialYear 2015-16 or partthereof and were paid remuneration in excess of Managing Director or Whole-time Directoror Manager and holds along with his spouse and dependent children not less than 2% ofequity shares of the Company. - Not Applicble