Your directors have pleasure in presenting their 22nd Annual Report of theCompany together with the Audited Financial Statement for the year ended March 31 2016.
Financial Highlights (Standalone)
During the year under review performance of your company as under:
(Rupees in Lacs)
|Particulars ||2015-2016 ||2014-2015 |
|Total Income ||21.72 ||48.67 |
|Less: Expenditure ||14.28 ||28.05 |
|Profit before Depreciation & Tax ||7.44 ||20.62 |
|Less: Depreciation ||0.02 ||0.17 |
|Profit before Tax ||7.42 ||20.45 |
|Less: Taxes ||2.89 ||5.38 |
|Profit after Tax ||4.52 ||15.07 |
|Less: Transfer to Statutory Reserve Account as per Section 45-IC of Reserve Bank of India Act 1934 ||0.90 ||3.01 |
|Balance carried forward to Balance Sheet ||3.62 ||12.06 |
Note: Previous years figures are regrouped/rearranged wherever necessary.
Review of Companys Affairs
Your Company is a Non-deposit taking Non-Banking Financial Company. During the yearunder review the Company has earned total income of Rs. 21.72 Lacs as compared to theincome of Rs. 48.67 Lacs during the previous financial year. The profit after tax as onMarch 31 2016 amounted to Rs. 4.52 Lacs as against profit of Rs. 15.07 Lacs during theprevious financial year.
With a view to conserve resources your Directors do not recommend dividend for theyear under review.
During the year under review Rs. 0.90 Lacs (Previous year Rs. 3.01 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 2015-16 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 2016
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.
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
During the year the Company had one wholly owned subsidiary namely KLG Stock BrokersPrivate Limited ("KSBPL"). KSBPL is a Deposit Based Trading Member of Cash andEquity Derivatives Segment of BSE Limited. KSBPL had made an application to BSE Ltd. forsurrender of such membership and on completion of all formalities KSBPL would cease to bea subsidiary of the Company. However it has withdrawn the application for surrender ofsuch membership and would continue with such membership as hitherto. Therefore KSBPLshall continue as a wholly owned subsidiary of the Company. There are no associatecompanies 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 isreflected through the Consolidated Financial Statements.
Further during the financial year under review none of the Companies became or ceasedto be the Subsidiary or Associate of the Company.
Details of Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nilesh Mehta(DIN: 02101502) retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment.
Mr. Milan Mandani ceased to be Whole-time Key Managerial Personnel of the Company underthe category of Manager with effect from February 03 2016 pursuant to which Mr.Chakradhar Das was appointed in the said category with effect from February 13 2016.
Mr. Mitul Shah ceased to be Whole-time Key Managerial Personnel of the Company underthe category of Chief Financial Officer with effect from May 25 2015 pursuant to whichMr. Ankit Pratap Singh was appointed in the said category with effect from November 052015.
Ms. Nishita Nagrecha ceased to be Whole-time Key Managerial Personnel of the Companyunder the category of Company Secretary with effect from September 25 2015 pursuant towhich Ms. Akshika Thakkar was appointed in the said category with effect from February 132016.
Brief profile of Director/Manager proposed to be re-appointed/appointed as aforesaid isprovided in the Exhibit in the Notice of Annual General Meeting.
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 on February 14 2016 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors interalia reviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman 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.
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 of the Companies Act 2013. The Evaluation process focused on various aspectsof the functioning of the Board and Committees such as composition of the Board and itsCommittees participation in discussions etc. Performance evaluation of individualDirectors was on parameters such as attendance contribution constructive and activeparticipation 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 Chairman of the Company and assessed the quality quantity andtimeliness of flowof 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 2016 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 its Committees
The details of the Board and its Committees the number of meetings held duringthe year under review and the number of meetings attended by each director are givenbelow. Here (i) No. of Board/Committee Meetings held reflects the no. of meetings held inthe tenure of the concerned Director in financial year 2015-16 (ii) Due to businessexigencies certain resolutions were passed through circulation and the said resolutionshave been noted at the subsequent Board/Committee Meetings.
Your Companys Board of Directors met four timesduringthefinancialyear underreview. The meetings of the Board were held on May 28 2015 August 12 2015 November 052015 and February 13 2016. The intervening gap between the two Meetings was within theperiod prescribed under the Companies Act 2013. Further a meeting was held in eachcalendar quarter in compliance with Secretarial Standards.
The attendance of each Director at the said Board Meetings is given below:
|Name of the Directors ||No. of Board Meetings Held ||No. of Board Meetings attended |
|Ms. Gayathri Ramachandran ||4 ||4 |
|Mr. Nikhil Gandhi ||4 ||2 |
|Mr. V. Ramanan ||4 ||4 |
|Mr. Nilesh Mehta ||4 ||4 |
ii. Audit Committee
The Audit Committee comprises Mr. V. Ramanan (Chairman) Ms. Gayathri Ramachandran andMr. Nilesh Mehta as Members. All the recommendations made by the Audit Committee wereaccepted by the Board.
The Audit Committee met four times during the financial year under review. The meetingsof the Committee were held on May 28 2015 August 12 2015 November 04 2015 andFebruary 13 2016. The attendance of each Director at the said Committee Meetings is givenbelow:
|Name of the Directors ||No. of Committee Meetings Held ||No. of Committee Meetings attended |
|Mr. V. Ramanan ||4 ||4 |
|Ms. Gayathri Ramachandran ||4 ||4 |
|Mr. Nilesh Mehta ||4 ||4 |
iii. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Ms. Gayathri Ramachandran(Chairperson) Mr. V. Ramanan and Mr. Nikhil Gandhi as Members.
The Nomination and Remuneration Committee met twice during the financial yearunder review. The meeting of the Committee was held on November 04 2015 and February 132016.
The attendance of each Director at the said Committee Meetings is given below:
|Name of the Directors ||No. of Committee Meetings Held ||No. of Committee Meetings attended |
|Ms. Gayathri Ramachandran ||2 ||2 |
|Mr. V. Ramanan ||2 ||2 |
|Mr. Nikhil Gandhi ||2 ||1 |
iv. Stakeholders Relationship Committee
During the financial year 2015-16 no meeting of the Stakeholders RelationshipCommittee was held
In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every AGM. At the AGM heldon September 30 2014 M/s. NBS & Co. Chartered Accountants (ICAI Registration No.110100W) were appointed as the Statutory Auditors of the Company to hold office until theconclusion of the 23rd AGM to be held in the calendar year 2017. At the 21stAGM held on September 25 2015 the Company ratified such appointment.
Accordingly the appointment of M/s. NBS & Co. Chartered Accountants as statutoryauditors of the Company is placed for ratification by the shareholders in the ensuingAGM.
In this regard the Company has obtained a written consent under Section 139 of theCompanies Act 2013 from the Auditors from them to the effect that theirto such continuedappointment and also certificate if ratified would be in accordance with theconditions prescribed under the Companies Act 2013 and the rules made thereunder as maybe applicable.
The Auditors Report to the Members on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2016 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.
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 2015-16 TheSecretarial Audit Report for the financial year ended March 31 2016 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. During the year no reportable material weakness in the design oroperation was observed in the internal financial controls.
Disclosures of the ratio of the remuneration of each director to the medianemployees 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 Directorsof the Company are given in Annexure I 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 theCompanys 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 companys 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 doesnt 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 companys 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
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 || |
|Fort Mumbai - 400 023 || |
|CIN: L67120MH1994PLC218169 || |
|Ph: 022 - 6619 9000 Fax: 022 - 2269 6024 ||Gayathri Ramachandran |
|Email: email@example.com ||Chairperson |
|Website: www.klgcapital.com ||DIN: 02872723 |
|Place: Mumbai || |
|Date: August 08 2016 || |