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KEN Financial Services Ltd.

BSE: 530547 Sector: Financials
NSE: N.A. ISIN Code: INE395E01018
BSE LIVE 12:12 | 21 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.37
PREVIOUS CLOSE 4.60
VOLUME 3057
52-Week high 4.75
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.75
Sell Qty 58.00
OPEN 4.37
CLOSE 4.60
VOLUME 3057
52-Week high 4.75
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.75
Sell Qty 58.00

KEN Financial Services Ltd. (KENFINSERV) - Director Report

Company director report

To

The Members

Ken Financial Services Limited

Your Directors have pleasure in presenting their Twenty First Annual Report togetherwith the Audited Accounts of the Company for the year ended on 31st March2015.

1. Financial Results

The financial results are summarized below:

(Amount in Rs. )

Particulars Year ended Year ended
31st March 2015 31st March 2014
A Total Income / (Loss) From Operation 674795 (433989)
B Less: Expenses 916789 742408
C Profit/(Loss) Before Tax (241993) (1176398)
NIL NIL
D Less: Provision for Taxation
Provision for Deferred Tax NIL NIL
E Profit/(Loss) after Tax (241993) (1176398)

2. Financial Performance

During the year under review the Company has suffered loss from operation of Rs. 6.75Lacs in comparison with Rs. 4.34 Lacs during the previous year. The Net Loss after tax wasRs. 2.42 Lacs in comparison with Rs. 11.76 Lacs during the previous year. Your Directorsare hopeful of better performance in the forthcoming year. There was no change in thenature of the business of the Company during the year.

3. Dividend & Reserves

Your Directors abstain from declaring any dividend for the year and no amount of profitearned during the year was transferred to General Reserve.

4. Management Discussion & Analysis

Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges

At Present the Equity shares of the Company are listed at Bombay Stock Exchange Ltd.(BSE).

6. Dematerialisation of Shares

99.39% of the company’s paid up Equity Share Capital is in dematerialized form ason 31st March 2015 and balances 0.61% is in physical form. The Company’sRegistrar and Transfer Agent is Purva Sharegistry (India) Private Limited. having theirregistered office at No.9 Shiv Shakti Industrial Estate Ground Floor J.R. Boricha MargOpp. Kasturba Hospital Lower Parel Mumbai – 400 011.

7. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

8. Finance & Accounts

The Company has not raised any finance by issue of any securities during the year. TheCompany has adequate financial resources at its disposal for carrying on its business.Details of transactions are given in the Notes to the Financial Statements.

Your Company prepares its financial statements in compliance with the requirements ofCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to financial statements are made on prudent basis so as to reflect ina true and fair manner the form and substance of transactions and reasonably present theCompany’s state of affairs and profit for the year ended 31st March 2015.

9. Subsidiaries Joint Ventures and Associates Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

10. Deposits

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

11. Extract of The Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure A".

12. Statutory Auditors

(a) Comments and notes by auditors in the opinion of the management areself-explanatory and do not require any further comments.

(b) M/s. Motilal & Associates. Chartered Accountants Mumbai retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment.

13. Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under M/s. Ramesh ChandraBagdi & Associates Practicing Company Secretary have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditor is annexed as "AnnexureB" to this report. The report is self-explanatory and do not call for anyfurther comments.

14. Particulars Regarding Conservation Of Energy Technology Absorption

Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of the particulars regarding conservation ofEnergy and Technology absorption. The Company is not having manufacturing facilities ofits own; therefore information required under this clause is not applicable to theCompany.

15. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreignexchange.

16. Corporate Social Responsibility (CSR)

The Company does not fall under the prescribed class of companies’ u/s 135(2) ofthe Companies Act 2013 read with Rule 8 of the Companies (Corporate SocialResponsibility) Rules 2014. Hence CSR is not applicable to the Company.

17. Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

18. Directors and Key Managerial Personnel

(i) Changes in Directors and Key Managerial Personnel:

i. Appointment of Directors retiring by rotation:

Mr. Akash Sukhdev Swami (DIN 06938405) Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(ii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.

19. Meetings of the Board

The Board of Directors duly met 5 times during the financial year the details of thesame are being given in the Corporate Governance Report.

20. Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is posted on the website of Company.

21. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis and that the provisions of Section 188 of the Companies Act 2013 are notattracted. Thus disclosure in Form AOC 2 is not required. During the year no materialrelated party transactions were entered into with related parties by the Company. Detailsof transactions with related parties are given in the Notes to the Financial Statements.

23. Risk Management:

The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.

24. Safety:

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

25. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

26. Material changes and commitment:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.

27. Audit Committee:

The Audit Committee is comprised of one executive and two Independent Directors. Thecomposition of the Audit Committee is as follows:-

Members

1 Mr. Manoj More

2 Mr. Sumit Gupta

3 Mr. Sunil Saini

All the recommendations made by the Audit Committee were accepted by the Board.

28. Board Evaluation:-

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

29. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization’s brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders’ expectations. It is imperative that our companyaffairs are managed in fair and transparent manner. This is vital to gain and retain thetrust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI)’s guidelines oncorporate governance. We have documented our internal policies on corporate governance.Several aspects of the act such as Whistle Blower Policy and Code of Conduct and Ethicshave been incorporated into our policies. A report on a Corporate Governance is appendedas annexure to this report.

30. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

Name Designation Remuneration FY 2014-15 % increase from previous year Ratio/Times per Median of Employee Remuneration
Mr Akash Swami Whole Time Director 257383 N. A. 17
Mr. Sumit Gupta Whole Time Director 187333 N. A. 12
Mr. Mukesh Saini Whole Time Director 117133 N. A. 8

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.

31. Share Capital

A) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year under review.

32. Directors Responsibility Statement:-

According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that: a) in the preparation of annual accounts for the financial yearended 31st March 2015 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same;

b) the accounting policies as selected are consistently applied and made judgements andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2015 and of the profit of the Companyfor the year ended on that date.

c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) financial statements have been drawn up 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 are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

33. Acknowledgment

Your directors take the opportunity to record their deep sense of gratitude for thevaluable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board
302 3rd Floor
Standard House
83 M. K. Road
Mumbai - 400 002. Sumit Gupta
Dated: 30th May 2015 DIN: 06938413
Director