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Kilburn Office Automation Ltd.

BSE: 523218 Sector: Others
NSE: N.A. ISIN Code: INE793E01014
BSE 10:12 | 19 Feb 6.23 0.28
(4.71%)
OPEN

6.24

HIGH

6.24

LOW

6.23

NSE 05:30 | 01 Jan Kilburn Office Automation Ltd
OPEN 6.24
PREVIOUS CLOSE 5.95
VOLUME 501
52-Week high 6.24
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.95
Sell Qty 199.00
OPEN 6.24
CLOSE 5.95
VOLUME 501
52-Week high 6.24
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.95
Sell Qty 199.00

Kilburn Office Automation Ltd. (KILBURNOFFAUT) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017

TO THE MEMBERS OF

Kilburn Office Automation Limited

Your Directors submit their Report together with the Audited Accounts of the Companyfor the Financial Year ended 31st March 2017.

FINANCIAL RESULTS

Your Company recorded the following results for the Financial Year ended 31st March2017:-

Particulars Financial Year Ended 2016-17 Financial Year Ended 2015-16
Rs Rs
Gross Operating Loss (7339484) (7457874)
Depreciation 221440 525655
Net Operating Loss (7560924) (7983529)
Loss Brought Forward From Previous Year (119643925) (111660396)
Deficit Carried Forward To Balance Sheet (127204849) (119643925)

PERFORMANCE REVIEW:

The Company continued its focus on disposal of inventory of its past marketing rangeviz. Ammonia Printing MachinesDigital Duplicators and Spares and Consumables.Theoperating revenues decreased further to Rs.0.0386 Crores viz. Rs.3.44 Crores in theprevious year.The Company ended the year with an operational loss of Rs. 75.60 Lakhs asagainst Rs.79.83 Lacs in the previous year.

FUTURE PROSPECTS:

The Company's sustained efforts to identify suitable diversification opportunities inits areas of expertise did not result in any material progress during theyear.Howeverconscious efforts are on in this direction.

SHARE CAPITAL

The Paid-up Share Capital as on 31st March 2017 is Rs.79501000/- comprising of6750100 Equity Shares of Rs.10/= each amounting to Rs.67501000/- and 11% 120000Cumulative Redeemable Preference Shares @ Rs.100/- each amounting toRs.12000000/-.During the year the Company has not issued any securities.

DEPOSITS

The Company had discontinued its Fixed Deposit Scheme from 2013-2014.Despite efforts toidentify and re-pay the unclaimed deposits the total amount of fixed deposits matured andremaining unclaimed with the Company as on 31st March 2017 is Rs.285000/-.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of Annual Return isAnnexed as Annexure 1 in Form MGT-9.

DIRECTORS

Mr. Amresh Kumar JainSmt.Jhumur Bhattacharjee and Mr.Dilip Mukherjee are IndependentDirectors(IDs) on the Board of your Company. In the opinion of the Board and as confirmedby these Directors they www.kilburn.in fulfil the conditions specified in Section149 of the Act and the Rules made thereunder about their status as IDs of the Company. Mr.Amresh Kumar Jain was appointed as the ID for 5 (Five) years at the Annual General Meetingheld on 10th September 2014 and Smt.Jhumur Bhattacharjee and Mr. Dilip Mukherjee wereappointed as IDs for 5 (Five) years at the Annual General Meeting held on 31stAugust2015. Mr.Sandeep Kumar Jalan Non-Executive and Non-Independent Director(bearingDIN-00015836) retires by rotation and being eligible offers himself for re-appointment.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act2013.

In view of the provisions of the Section 203 of the Companies Act2013Mr.VaradarajanVanchi Managing Director and Mr.Nilimesh ChaudhriChief Financial Officer are the KeyManagerial Personnel(KMP) of the Company.

DETAILS OF BOARD MEETINGS

During the year 4(four) number of Board meetings were held details of which are givenbelow:

Date of the meeting No. of Directors attended the meeting
27-05-2016 4
09-08-2016 4
05-11-2016 5
04-02-2017 5

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Dilip Mukherjee Member

During the year the Committee had met on 27-05-2016 09-08-2016 05-11-2016 and04-02-2017.

Vigil mechanism

The Company has a strict Vigil Mechanism/Whistle Blower Policy to deal with the fraudand mismanagement in accordance with the provsions of Section 177(9) of the Companies Act2013. b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Dilip Mukherjee Member

During the year the Committee had met on 05-11-2016.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Mr.Sandeep Kumar Jalan Member
3 Mr.Varadarajan Vanchi Member

During the year the Committee had met on 27-05-2016 and 04-02-2017.

d. Board Evaluation and Independent Directors Meeting

The formal evaluation of the performance of the Independent DirectorsNon-IndependentDirector and Managing Director of the Company was carried out by the Board in accordancewith the provisions of Section 134 of the Companies Act2013 read with the Rules relatedthereto and Section 178 of the Companies Act2013 and Schedule IV to the Act and the samewas found to be satisfactory.

During the year under reviewthe Independent Directors met on 04-02-2017inter-alia todiscuss:-

• Evaluation of the performance of Non-Executive Directors and the Board ofDirectors and the Board of Directors as a whole.

• Evaluation of the performance of the Chairman of the Companytaking into accountthe views of the Executive and Non-Executive Directors.

• Evaluation of the qualitycontent and timelines of flow of information betweenManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

Remuneration Policy

All the Non-Executive (Independent and Non-Independent) Directors are entitled toreceive Sitting Fees for attending the Board/Audit Committee Meetings.Theirappointmentattributesqualifications and experience match with the Company's criteria..

Mr.Varadarajan Vanchi was re-appointed as the Managing Director of the Company for oneyear from 14-11-2016 to 13-11-2017 at the Board Meeting held on 05-11-2016. Hisremuneration pursuant to Schedule V read with Section 196 and other applicable provisionsof the Companies Act 2013 were recommended by the Nomination and Remuneration Committeeat its meeting held on 05-11-2016.The said re-appointment and remuneration policy wasapproved by the Board of Directors which is being ratified by the shareholders at theensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 at the end of the financial year and theloss 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate an Internal Financial Control System commensuratewith the size scale and complexity of its operations. The system encompasses the majorprocesses to ensure reliability of financial reporting compliance with policiesprocedures laws regulations safeguarding assets and economic and efficient use ofresources.

The policies and procedures adopted by the Company ensures the orderly and efficientconduct of business and adherence to the Companay's policies prevention and detection offrauds and errors accuracy and completeness of the records and timely preparation ofreliable financial information.

The Company has implemented Tally ERP 9 solution which supports the ManagementInformation System (MIS) needs of the Company. M/s. Jain Binod & AssociatesChartered Accountants have been appointed as the Internal Auditors of the Company. Theinternal control systems are monitored and evaluated by the Internal Auditors and theiraudit reports are reviewed by the Audit Committee of the Board of Directors on periodicalbasis.

Statutory Auditors their Report and Notes to Financial Statements

In the last AGM held on 10th September 2014 M/s. Rakesh Sethia & Co. (FRN327065E) Chartered Accountants have been appointed Statutory Auditors of the Company for aperiod of 3 (three) years i.e until the conclusion of three consecutive Annual GeneralMeetings. However the ratification of reappointment of the Statutory Auditors from theshareholders is to be sought at every AGM. The ratification of the appointment ofStatutory Auditors was sought at the last AGM held on 5th September 2016.

The period of the office of the Statutory Auditors viz. M/s. Rakesh Sethia & Co.(FRN 327065E) Chartered Accountants expires at this ensuing Annual General Meeting.However the Audit Committee of the Board of Directors of the Company have recommendedtheir appointment for a further period of 5 years which was also approved by the Board andis being placed at this ensuing Annual General Meeting for the approval of theshareholders. The said re-appointment shall be ratified by the members at every AnnualGeneral Meetings. The Statutory Auditor has confirmed his eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for re-appointment as Auditors ofthe Company.

Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report.The Directors are of the view that notes to the Accounts adequately providethe necessary information and answer to the observations of the Auditors in their Report.

Secretarial Audit

In pursuance of Section 204 of the Companies Act 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 made there underthe Company hasappointed M/s. Sunil Kumar Banerjee Practicing Company Secretary to undertake SecretarialAudit of the Company. The report of the Secretarial Auditor is enclosed as Annexure 2 inMR-3 to this report. The Directors are of the view that the Secretarial Auditors' noteadequately provide the necessary information and answer to the observations of the Auditorin his Report.

Related party transactions

All the Related Party transactions pursuant to Section 188 of the Companies Act2013that were entered into during the financial year were on an arm's length basis and were inthe ordinary course of business.There are no materially significant related partytransactions made by the Company with PromotersDirectorsKey

Managerial Personnel which may have a potential conflict with the Company at large.

All the Related Party transactions are placed before the Audit Committee as also theBoard for their approval.

The Policy on Related Party Transactions is uploaded on the Company's website and maybe accessed at the link http://www.koalcorporate@kilburn.in.

Thus disclosure in Form No.AOC-2 is not required.

Human Resources

The Company has recognized that good human resource development is essential for thesuccessgrowth and improvement of the Company.Human relations in the Company continued tobe cordial and satisfactory.

Statement containing salient features of financial statements of Subsidiary/JointVentures/Associates

Pursuant to sub-section (3) of section 129 of the Act the Company does not have anysubsidiary /joint ventures.However Shree Durga Agencies Ltd. is an associate since itsholding in the Company is 31.07% which is above 20%.

LoansGuarantees and Investments

There are no loansguarantees and investments made by the Company under Section 186 ofthe Companies Act2013 and hence the said provision is not applicable.

Business Risk Management Policy / Risk Mitigation

In terms of the requirement of the Act the Company has developed and implemented theBusiness Risk Management Policy and the Audit Committee of the Board reviews the sameperiodically like interest risktechnological oblosence etc.

Significant and material orders passed by the regulators

During the year under review there are no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and company'soperations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement Pursuant to the Provisions of Sec.134(3)(m) of the Companies Act 2013 Readwith Rule 8 of The Companies (Accounts) Rules 2014 is stated below:-

A. Conservation of Energy:- NOT APPLICABLE

B. Technology Absorption :- NOT APPLICABLE

C. Foreign Exchange Earnings & Outgo

a) Foreign Exchange Earnings : Nil

b) Total Foreign exchange used : Nil

During the year under review the Company has not incurred any expenditure in foreignexchange.

PARTICULARS OF EMPLOYEES

The Company is currently having a strength of only 4(four employees) on its rolls ofwhich one is on retainership basis.HoweverThe provisions of Section Section 197 of theCompanies Act 2013 Read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014 is not applicable.

MANAGERIAL REMUNERATION

Pursuant to the provisions of Section Section 197(12) of the Companies Act 2013 Readwith Rule 5(1) www.kilburn.in of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of the employees of the Company is attachedhere as Annexure-3 and forms a part of Directors' Report.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee orthe Board of Directors of the Company.

CORPORATE GOVERNANCE

Pursuant to the new circular notified by SEBI dated 2nd September2015 by SEBI's(Listing Obligations and Disclosure Requirements) 2015 the Corporate Governance pursuantto Regulation 27 shall not be applicable to the Companies having paid up equity sharecapital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores.

Since the Paid up Share capital was Rs.7.9501000/- and Networth was negative i.e.Rs. (4987079)/-as per the Audited Accounts for the Financial Year ended 31st March2017 hence the criteria for applicability of Corporate Governance as per Regulation 27 ofthe LODR 2015 is not applicable to the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Yours Directors state that there are no such cases in respect of the above mentionedAct.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 and Rules made thereundertheCorporate Social Responsibility is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors acknowledge the recognition given and trust reposed in your Company bythe Depositors Banks Registrar of Companies (MCA) Reserve Bank of India Mumbai StockExchange and other Government Agencies and record appreciation for their support and lookforward to their continued confidence in the Company. Your Directors also place on recordtheir appreciation for the valuable contribution and co-operation of the employees of theCompany.

For and on behalf of the Board
SANDEEP KUMAR JALAN
Place: Kolkata CHAIRMAN
Date : 27th May 2017 DIN-00015836