You are here » Home » Companies » Company Overview » Khemani Distributors & Marketing Ltd

Khemani Distributors & Marketing Ltd.

BSE: 539788 Sector: Others
NSE: N.A. ISIN Code: INE030U01025
BSE LIVE 15:23 | 16 Nov 150.00 8.00
(5.63%)
OPEN

150.00

HIGH

150.00

LOW

150.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 150.00
PREVIOUS CLOSE 142.00
VOLUME 1200
52-Week high 150.00
52-Week low 50.05
P/E 36.59
Mkt Cap.(Rs cr) 172
Buy Price 128.50
Buy Qty 1200.00
Sell Price 150.00
Sell Qty 1200.00
OPEN 150.00
CLOSE 142.00
VOLUME 1200
52-Week high 150.00
52-Week low 50.05
P/E 36.59
Mkt Cap.(Rs cr) 172
Buy Price 128.50
Buy Qty 1200.00
Sell Price 150.00
Sell Qty 1200.00

Khemani Distributors & Marketing Ltd. (KHEMANIDISTRIB) - Director Report

Company director report

Dear Member

Your Directors take pleasure in presenting the 5th Annual Report on thebusiness and operations of your company together with the Audited Accounts for thefinancial year ended on 31st March 2016.

FINANCIAL RESULT

particular 2015-2016 2014-2015
Net Sales 7480.46 6667.51
Other Operating Income 0.00 0.00
Total Operating Income 7480.46 6667.51
Other Income (non Operating) 64.57 214.56
Total Income 7545.03 6882.07
Total Expenditure 7328.91 5951.28
Profit / (Loss) before Finance Cost and Exceptional Item 216.12 930.79
Finance Cost 220.33 187.73
Profit /(Loss) before Exceptional Items & Tax (4.21) 743.06
Add/ (Less): Exceptional Items 0 0
Profit/(Loss) before Tax Expenses (4.21) 743.06
Add/ (Less): Tax Expenses 11.22 (8.73)
Net Profit 7.01 734.33

OPERATIONS

The total operating income of the company for the year under review is Rs. 7480.46 Lakhcompare to previous year's operating income of Rs 6667.51 Lakh. The company incurred lossbefore tax of Rs. 4.21 Lakh compared to previous year's profit of Rs. 743.06 and profitafter tax of the Company is Rs. 7.01 Lakh compare to previous year's profit after tax ofRs. 734.33. In previous year company had received dividend income of Rs. 715.15 Lakh frominvestments.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has proposed to carry RS. 7.01 Lakh being the profit for thecurrent year to reserves and surplus.

DEPOSITS

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

INITIAL PUBLIC OFFERING

During the year under review your company entered into the capital markets with amaiden public issue of 1584000 equity shares of Rs. 10/- each at a premium of Rs. 90/- pershare aggregating to Rs1584.00 lacs. The issue received good response. The equity shareshave been listed and traded on the SME Platform of BSE Ltd. Subsequent to the IPO theissued subscribed and paid up capital of your company stands at Rs. 574.35 lacs dividedinto 5743500 equity shares of Rs. 10/- each.

SHARE CAPITAL

1) Authorised Capital

• There is change in the authorized share capital during the year.

• The Company has increased authorised share capital by ordinary resolution passedby members of the company in extra ordinary general meeting held on 10/12/2015 by 6.15.00.000 divided into 61500000 equity shares of Rs. 1 each.

• Company has authorised share capital of Rs. 61500000/- divided into 6200000equity shares of Rs. 10 each on year ended 31st March 2016.

2) Consolidation of Share Capital

• Company has consolidated its nominal value of share capital from Rs. 1 per shareinto Rs. 10 per share and accordingly the number of shares decreased from 62000000 to62.00. 000 equity shares.

3) Paid Up Share Capital

• Paid up share capital has been changed during the year 2015-2016

• Company had issued bonus share to the existing share holders of 41300000(Four Crore Thirteen Lacs Only) equity shares of Rs.1 (Rupees One) each as fully paid upin proportion of 140 (One hundred and forty) equity shares for every 1 (One) fully paid upequity shares held by the shareholders and approved by the members of the company byordinary resolution passed in the extra ordinary general meeting held on 10/12/2015.

• Company has raised capital through Initial public Offer (IPO) of Rs.158400000/- (Fifteen crore Eighty Four Lacs Only) by issuing 1584000 (Fifty LacsEighty Four Thousand) equity shares of face value of Rs. 10 (Rupees Ten Only) each forcash at a price of Rs. 100 (Rupees Hundred Only) per equity share and got listed on BSESME Exchange on 30th March 2016.

• The Paid up share capital of the Company is Rs. 57435000/- (Rupees Five CroreSeventy Four Lacs Thirty Five Thousand Only) divided into 5743500 (Fifty Seven LacsForty Three Thousand Five Hundred Only) equity shares of Rs. 10/- each as on 31st March2016.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there is no change in business carried on by the Company.

SUBSIDIARY COMPANIES

As on 31st March 2016 the Company does not have any Subsidiary Company Joint VentureCompany and Associates Company.

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

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act and Articles ofAssociation Mr. Vijaykumar Mangturam Khemani (DIN: 02227389) shall retire by rotation andbeing eligible offers himself for reappointment at the ensuing Annual General Meeting ofthe Company and he was also appointed as managing director of the company w.e.f 2ndJanuary 2016 for a period of 3 years.

Mrs. Anupa Amitkumar Khemani (DIN 07360209) was appointed as an additional nonexecutive director of the company on 10th December 2015 and was regularized inextra ordinary general meeting held on 10th December 2016.

Mr. Amit Vijaykumar Khemani was appointed as Whole Time Director of the Company w.e.f 2ndJanuary 2016 for period of 3 years.

Mr. Dhiraj Ashok Khandelwal and Mr. Amit Mahavir Prasad Jain was appointed asIndependent non executive director of the company w.e.f 02/01/2016 for a period of 5years.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent Director of the Companyunder section 149 (7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149 (6) of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

As per section 203 of Companies Act 2013 and rules made there under Company hasappointed Mr. Amit Vijaykumar Khemani as CFO and whole time director of the Company w.e.f2nd January 2016 and Ms. Shilpa Naresh Mittal was appointed as CompanySecretary and Compliance Officer of the Company w.e.f 2nd January 2016.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company was met 21 times during the year 2015-2016. Thedetails of the number of meetings of the Board held during the financial year are asfollow:

Board Meetings held during the year 2015-16

Sr. No. Date of the Board Meeting
1 06/04/2015
2 08/04/2015
3 02/05/2015
4 15/06/2015
5 17/06/2015
6 03/09/2015
7 01/10/2015
8 03/10/2015
9 24/10/2015
10 07/12/2015
11 08/12/2015
12 10/12/2015
13 10/12/2015
14 02/01/2016
15 05/01/2016
16 11/01/2016
17 18/01/2016
18 11/02/2016
19 09/03/2016
20 23/03/2016
21 28/03/2016

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

The names of members of the Board and their attendance at the Board Meetings are asunder:

Sr. No. Name of Director Meeting attended out of 21 meeting
1 Mr. Vijaykumar Mangturam Khemani 21
2 Mr. Amit Vijaykumar Khemani 21
3 Mrs. Anupa Amitkumar Khemani1 9
4 Mr. Dhiraj Ashok Khandelwal2 7
5 Mr. Amit Mahavirprasad Jain2 7

1. Appointed w.e.f. 10th December 2015. 2. Appointed w.e.f. 2ndJanuary 2016.

EXTRA ORDINARY GENERAL MEETING

During the year under review extra ordinary general meeting of members of the Companywas held 3 times.

SR.No. Date of Meeting Total Members Present
1 10th December 2016 6
2 4th January 2016 6
3 16th January 2016 6

COMMITTEES OF BOARD

Currently the Board has three committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee All committees constituteproper composition of Independent Directors as mentioned in relevant provisions ofCompanies Act 2013.

1. Audit Committee

Sr. No. Name of Director Designation Category
1 Mr. Dhiraj Khandelwal Non executive Independent Director Chairman
2 Mr. Amit Jain Non executive Independent Director Member
3 Mr. Amit Khemani Director Member

2. Nomination and Remuneration Committee

Sr. No. Name of Director Designation Category
1 Mr. Amit Jain Non executive Independent Director Chairman
2 Mr. Dhiraj khandelwal Non executive Independent Director Member
3 Mr. Anupa Khemani Non executive Director Member

3. Stakeholders Relationship Committee

Sr. No. Name of Director Designation Category
1 Mr. Dhiraj khandelwal Non executive Independent Director Chairman
2 Mr. Amit Jain Non executive Independent Director Member
3 Mr. Vijaykumar Khemani Managing Director Member

PARTICUALRS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5(1) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report as "Annexure A"further no employee of the Company was employed during the year drawing remunerationexceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence the information under Rule 5(2) is notapplicable.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 as "Annexure-B" as requiredunder section 134(3) (a) of the Companies Act 2013 is annexed with this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on an arm's lengthbasis. Further during the year the Company had not entered into any contract /arrangement /transaction with related parties covered under sub-section (1) of section 188of the Companies Act 213 which could be considered material in accordance with the policyof the Company on materiality of related party transactions therefore form AOC-2 as"Annexure-C" annexed with this report is NIL . The details of the related partytransactions as required under Accounting Standard-18 are set out in note to the financialstatements forming part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees given and investments made by the Company during F.Y.2016 pursuant to the provisions of Section 186 of the Companies Act 2013 and Schedule Vof the Listing Regulations are given in the note to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

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

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of the Regulation 34(e) of SEBI (LODR) Regulations 2015 ManagementDiscussion and Analysis is set out in the Annual Report as "Annexure D".

NOMINATION AND REMUNERATION POLICY

Company has converted from private limited to public limited in the month of January2016. Company got listed on the date of 30th March 2016 hence Section 178(3)of Companies Act 2013 was not applicable to the Company in the year 2015-2016.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanismfor employees to report violations and assure them of the process that will be followed toaddress the reported violation.

RISK MANAGEMENT POLICY

The assessment of the risks covers Strategy Technology Financial Operations &Systems Legal & Regulatory and Human Resources Risks. There is appropriate assuranceand monitoring mechanism in place to monitor the effectiveness of the risk management.Further company is in the process of developing risk management framework to implement andadhere to the policy to mitigate risk avoid risk or take risk that cannot be mitigate oravoid for the benefit of the company's business and growth.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act 2013 is not applicable to the Company as Company isnot covered under the prescribed criteria.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

There is an adequate internal control procedure commensurate with the size of thecompany and nature of the business for the purchase of inventory fixed assets and for thesale of goods or services.

CORPORATE GOVERNANCE

Your company is being SME Company and listed on SEM exchange of BSE Limited thereforepursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the compliance with corporate governance as specified in regulation 17to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C D and E ofSchedule V shall not apply.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) 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 31st March 2016 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

1. Conservation of Energy:

a) The Company is not in manufacturing sector therefore company has not adopted propercriteria for conservation of energy although company is committed to optimum utilizationand maximum possible savings of energy.

b) No specific investment has been made in reduction in energy consumption.

2. Technology Absorption

The Company has no activity relating to technology absorption.

3. Foreign Exchange Earnings/ Outgo:

Company is not in the activity of import and export of goods therefore it has not anyforeign earning and outgo as on 31st March 2016.

BOARD EVALUATION

During the year under review Company has converted from private limited to publiclimited in the month of January and appointed independent and non executive director inthe month of January.

Company get its share listed on BSE SME platform on 30th March 2016 thelast date of financial year hence it is not justifiable to evaluate performance of thedirector for two month performance. Therefore board evaluation will be initiated for theyear 2016-17 of the performance of the directors of the company.

SECRETARIAL AUDIT REPORT

The Board had appointed Mrs. Richa Goyal Practicing Company Secretaries Surat asSecretarial Auditor pursuant to the provisions of Section 204 of the Companies Act 2013.The Report of the Secretarial Auditor Form MR-3 is annexed to the Report as per"Annexure E"

STATUTORY AUDITORS & AUDITOR'S REMARKS

M/s C. P. Jaria & Co. Chartered Accountants (Firm registration No.104058W) Suratwere appointed as Statutory Auditors of the Company for the financial year ending 31stMarch 2016 to hold office of the Auditors of the Company till the conclusion of theensuing Annual General Meeting. They being eligible offer themselves for re-appointment.

The auditor's report on the accounts for the period ended on 31st March 2015 isself-explanatory; therefore it does not require any further explanation/clarification.

The Auditors Report for the year under review does not contain any reservationsqualifications or adverse remarks.

ACKNOWLEDGMENT

Yours Directors place on record their sincere appreciation for the assistance andsupport received to the Company from the Shareholders Banks Consultants Auditors andClients of the Company. Yours directors express their appreciation for dedicated andsincere services rendered by the employees of the Company.

For and on behalf of the Board
Khemani Distributors & Marketing Limited
Sd/- Sd/-
Amit Khemani Vijay Khemani
Whole Time Director Managing Director
Date: 22/08/2016 DIN:02227413 DIN:02227389
Place: Surat