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KLG Capital Services Ltd.

BSE: 530771 Sector: Financials
NSE: N.A. ISIN Code: INE929C01018
BSE 00:00 | 20 Apr 7.80 -0.40
(-4.88%)
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NSE 05:30 | 01 Jan KLG Capital Services Ltd
OPEN 7.80
PREVIOUS CLOSE 8.20
VOLUME 10
52-Week high
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P/E 4.94
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.80
CLOSE 8.20
VOLUME 10
52-Week high
52-Week low
P/E 4.94
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KLG Capital Services Ltd. (KLGCAPITAL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting their 23rd Annual Report of the Companytogether with the Audited Financial Statement for the year ended March 31 2017.

Financial Highlights (Standalone)

During the year under review performance of your company as under:

(Rupees in Lacs)

Particulars 2016-2017 2015-2016
Total Income 69.28 21.72
Less: Expenditure 13.41 14.28
Profit before Depreciation & Tax 55.87 7.44
Less: Depreciation 0.05 0.02
Profit before Tax 55.82 7.42
Less: Taxes 14.60 2.89
Profit after Tax 41.22 4.52
Less: Transfer to Statutory Reserve Account as per Section 45-IC of Reserve Bank of India Act 1934 8.24 0.90
Balance carried forward to Balance Sheet 32.98 3.62

Note: Previous year’s figures are regrouped/rearranged wherever necessary.

Review of Company’s Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the yearunder review the Company has earned total income of Rs. 69.28 Lacs as compared to theincome of Rs. 21.72 Lacs during the previous financial year. The profit after tax as onMarch 31 2017 amounted to Rs. 32.98 Lacs as against profit of Rs.3.62 Lacs during theprevious financial year.

Dividend

With a view to conserve resources your Directors do not recommend dividend for theyear under review.

Reserves:

During the year under review Rs. 8.24 Lacs (Previous year Rs. 0.90 Lacs) istransferred to Statutory Reserve Account as prescribed by section 45-IC of the ReserveBank of India Act 1934 being 20% of the profits after taxes for the year.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the extractof the Annual Return for the Financial Year 2016-17 in Form MGT-9 is annexed to herewithas Annexure I’.

Material Changes and Commitments:

No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 31 2017.

Particulars of Loan Guarantees and Investments under Section 186

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.

Also pursuant to Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations’) the particulars of Loans/Advances given to Subsidiaries have beendisclosed in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of section 188(1)of the Companies Act 2013. Hence the Company has nothing to report in Form AOC-2 and thesame is not annexed. The details of other related party transactions are giving in theNotes to the Financial Statement.

Deposits

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.

Details of Subsidiary Company

The Company has one wholly owned subsidiary namely KLG Stock Brokers Private Limited("KSBPL"). KSBPL is a Deposit Based Trading Member of Cash and EquityDerivatives Segment of BSE Limited. However it is yet to commence business. There are noassociate companies within the meaning of Section 2(6) of the Companies Act 2013.

The performance and financial position of the subsidiary company included in theconsolidated financial statement is provided in accordance with the provisions of Section129 read with Rule 5 of the Companies (Accounts) Rules 2014 as a separate statementannexed to the Notes to Financial Statements in Form AOC – 1 and hence not repeatedhere for the sake of brevity.

The Contribution of the subsidiary to the overall performance of the Company isreflectedthrough the Consolidated Financial Statements.

Details of Directors and Key Managerial Personnel

Mr. J. Alexander was appointed as an Additional director of the Company under thecategory of Independent director with effect from February 10 2017.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nikhil Gandhi(DIN:00030560) retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment.

Ms. Akshika Thakkar ceased to be Whole-time Key Managerial Personnel of the Companyunder the category of Company Secretary with effect from December 17 2016 pursuant towhich Ms. Amruta Giradkar was appointed in the said category with effect from June 5 2017.

Brief profile of Director proposed to be appointed/re-appointed as aforesaid isprovided in the Exhibit in the Notice of Annual General Meeting forming part of thisAnnual Report.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Directors undersection 149(7) of the Act that he/she meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and the Listing Regulations.

Independent Directors’ Meeting:

The Independent Directors met without the attendance of Non- Independent Directors andmembers of the Management. The Independent Directors inter alia reviewed the performanceof Non-Independent Directors and the Board as a whole; the performance of the Chairpersonof the Company and assessed the quality quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

Performance Evaluation

The Companies Act 2013 stipulates the performance evaluation of the Directors Boardand its Committees. The Company has devised the criteria based on which the annualperformance evaluation of the Directors Board and Board Committees has been carried out.

The criteria for performance evaluation of Independent Directors are mainly devisedbased upon the parameter for professional conduct role functions and duties laid underSchedule IV to the Act. The Evaluation process focused on various aspects of thefunctioning of the Board and Committees such as composition of the Board and Committeesparticipation in discussions etc. Performance evaluation of individual Directors was onparameters such as attendance contribution constructive and active participation etc.

The Independent Directors at their separate Meeting evaluated the performance of Non- Independent Directors including Chairperson of the Company and the Board as a whole; theperformance of the Chairperson of the Company and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. Theperformance of all directors was also evaluated by the Nomination and RemunerationCommittee.

The Board of Directors considered the performance evaluation of the Directors Boardand Board Committees. The performance evaluation of the Independent Directors was carriedout by the entire Board excluding the concerned Director being evaluated.

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 the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(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 as at March 31 2017 and of the profitand loss of the Company for that period;

(c) The Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the asset of the Company and for preventing and detecting fraud and otherirregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(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.

(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.

Board and it’s Committees

The details of the Board and its’ Committees so also the number of meetings heldduring the year under review and the number of meetings attended by each director aregiven below. Here (i) No. of Board/Committee Meetings held reflects the no. of meetingsheld in the tenure of the concerned Director in financial year 2016-17 (ii) Due tobusiness exigencies certain resolutions were passed through circulation and the saidresolutions have been noted at the subsequent Board/Committee Meetings.

i. Board

Your Company’s Board of Directors met four times during the financial held on May26 2016 August 08 2016 November 09 2016 and February 10 2016. The intervening gapbetween the two Meetings was within the period prescribed under the Companies Act 2013.Further a meeting was held in each calendar quarter in compliance with SecretarialStandards.

The attendance of each Director at the said Board Meetings is given below:

Name of the Directors No. of Board Meetings Held [Ref Note (i)] No. of Board Meetings attended
Mr. Nikhil Gandhi 4 1
Ms. Gayathri Ramachandran 4 3
Mr. V. Ramanan 4 4
Mr. Nilesh Mehta 4 3

ii. Audit Committee

The Audit Committee comprises Mr. V. Ramanan (Chairman) Ms. Gayathri Ramachandran Mr.Nilesh Mehta and Mr. J. Alexander as Members. All the recommendations made by theAudit Committee were accepted by the Board.

The Audit Committee met four times during the financial year under review. The meetingsof the Committee were held on May 26 2016 August 08 2016 November 08 2016 andFebruary 10 2017.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings Held [Ref Note (i)] No. of Committee Meetings attended
Ms. Gayathri Ramachandran 4 3
Mr. V. Ramanan 4 4
Mr. Nilesh Mehta 4 3
Mr. J. Alexander (w.e.f. 10.02.2017) 4 1

iii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Ms. Gayathri Ramachandran(Chairperson) Mr. V. Ramanan Mr. Nikhil Gandhi and Mr. J. Alexander as Members.

The Nomination and Remuneration Committee met once during the financial Committee washeld on February 10 2017.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings Held [Ref Note (i)] No. of Committee Meetings attended
Ms. Gayathri Ramachandran 1 0
Mr. V. Ramanan 1 1
Mr. Nikhil Gandhi 1 0
Mr. J. Alexander (w.e.f. 10.02.2017) 1 1

iv. Stakeholders Relationship Committee

During the financial year 2016-17 no meeting of the Stakeholders RelationshipCommittee was held.

Statutory Auditors

The Statutory Auditors M/s. NBS & Co. Chartered Accountants (ICAI RegistrationNo. 110100W) hold office until the conclusion of ensuing AGM and are eligible forre-appointment for a term of upto two consecutive years as per Section 139 of theCompanies

Act 2013. M/s. NBS & Co. while offering themselves for re-appointment haveprovided certificate to the effect that their reappointment if made shall be inaccordance with the provisions of Section 139 of the Companies Act 2013 and they satisfythe criteria provided under Section 141 of the Companies Act 2013.

In view of the above and based on the recommendation of the Audit Committee the Boardof Directors recommends reappointment of M/s. NBS & Co. as the Statutory Auditors ofthe Company for a period of two consecutive years to hold office from the conclusion ofTwenty-third AGM till the conclusion of Twenty-Fifth AGM of the Company subject toratification of their appointment by the Members at Twenty-Fourth AGM held after this AGM.

Auditors’ Report

The Auditors’ Report to the Members on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2017 does not containany qualification reservation adverse remark or disclaimer. No frauds have been reportedby auditors under sub-section (12) of section 143 of the Companies Act 2013.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 the Board has appointed Ms. BhavikaAashish Bhatt Company Secretary in Practice Mumbai as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended March 31 2017 does not contain anyqualification reservation and adverse remark and is annexed to this report as AnnexureII’.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulatedunder Listing Regulations forms part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has in place adequate internal financial controls with reference tofinancial statements. reportable material weakness in the design or operation was observedin the internal financial controls.

Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed to this Report as Annexure III.

None of the Directors of the Company are in receipt of any commission from the Companyor from any Subsidiary of the Company.

The details of remuneration paid to the Directors of the Company are given in AnnexureI’ to this Report.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Companies Act 2013 the Company hasalready in place a Risk Management Policy. The Company has a robust Risk Managementframework to identify and evaluate business risks and opportunities. The framework seeksto create transparency minimise adverse impact on the business objectives and enhance theCompany’s competitive advantage.

Significant & material orders passed by the regulators or courts or tribunal

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status and company’s operations infuture.

Nomination & Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and is annexed to thisReport as Annexure IV’.

The Company doesn’t pay remuneration to Non-Executive Director except for thesitting fees being paid to the Non-Executive Independent Directors. The sitting fee hasbeen paid within the limit prescribed under the Companies Act 2013.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented the Vigil Mechanism/Whistle Blower Policy which encouragesthe Whistle Blower to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the company’s code of conduct or ethics policy. Themechanism provides for adequate safeguards against victimization of Whistle Blower whoavail of such mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases.

The details of Vigil Mechanism/Whistle Blower Policy are available on the website ofthe Company at http://www.klgcapital.com/images/pdf/Policies-Codes/Whistle-Blower-Policy-Vigil-Mechanism.pdf

Sexual Harassment

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013.

Particulars of Employees

In terms of Section 136 of the Companies Act 2013 the Annual Report and FinancialStatements are being sent to the Members of the Company and others entitled theretoexcluding the information pursuant to Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.These particulars will be made available for inspection by the Members at the RegisteredOffice of the Company between 1100 hours to 1300 hours on all working days expectSaturday up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard. Upon such request the information will be made available.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Considering the nature of the business of the Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption as required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to allMembers Employees Bankers Clients Advisors Vendors Government Authorities and otherregulatory authorities for their consistent support and co-operation and look forward totheir continued support and co-operation in future.

Registered Office: By Order of the Board of Directors
SKIL House 209 Bank Street Cross Lane Gayathri Ramachandran
Fort Mumbai - 400 023 Chairperson
CIN: L67120MH1994PLC218169 DIN: 02872723
Ph: 022 - 6619 9000 Fax: 022 - 2269 6024
Email: company.secretary@klgcapital.com
Website: www.klgcapital.com
Place: Mumbai
Date: August 29 2017