Your Directors have pleasure in presenting the Thirty Sixth Annual Report of KLKElectrical Limited along with the audited financial statements for the year ended March31 2017.
|Particulars ||2016-17 ||2015-16 |
|Net REVENUE ||- ||- |
|profit /(Loss) before tax (PBT) ||(723552) ||(638577) |
|provision for current tax ||- ||- |
|Tax Expense ||- ||- |
|Profit after Taxes/Loss (PAT) ||(723552) ||(638577) |
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
During the year ended 31st March 2017 under review the Company has incurrednet loss Rs.723552 as against loss of Rs.638577 in the previous year. The Board isactively evaluating opportunities in different sectors and will shortly start activity torevive the company.
The Board of Directors did not recommend any dividend to the Shareholders for thefinancial year ended 31.03.2017
TRANSFER OF PROFIT TO RESERVES
There is no transfer to reserves in view of the Carried forward losses.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There have been no loan guarantees and investment given or made by the Company underSection 186 of the Act during the financial year 2016-17.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The company does not have any subsidiaries associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The nature of business does not involve any Technology Absorption and Conservation ofEnergy as stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 and there is no Foreign Exchange Earnings andOutgo. Hence the details are not furnished in the report.
The Board of Directors consists of eminent individuals drawn from management technicaland financial fields. The Board has an adequate combination of executive and non-executiveindependent directors.
The composition of Board of Directors meets with the requirement of the Companies Act2013.
|Category ||Name of Director |
|Executive Director ||Mr. R Ravi Kumar |
|Non-Executive Independent Directors ||Mr. Dattatray Patil |
| ||Mr. Sujata Jonnavittula |
| ||Mr.G. Raja Rao |
Due to voluntary de-recognition of Madras Stock Exchange Ltd by SEBI on 26.05.2014 ourCompany ceased to be a Listed Company with Madras Stock Exchange. Further the paid upshare capital being less than prescribed limit of Rs. 10 Crores the provisions of Section203 of the Act does not apply.
NUMBER OF MEETINGS OF THE BOARD
In total_6_ Meetings of the Board of Directors of the Company were held during the year2016-17. The maximum time gap between any two consecutive meetings did not exceed 120days.
|QUARTER ||MEETINGS |
|I ||1 |
|II ||2 |
|III ||2 |
|IV ||1 |
Attendance of each Director at the Board Meetings last Annual General Meeting (AGM)and number Companies:
|Name of Director || |
No. of Other Directorship/ Committee Memberships / Chairmanship
|Shares held in Company |
| ||Board Meetings ||Last AGM ||Directorships ||Committee Memberships ||Committee Chairmanships || |
|Mr. R Ravi Kumar ||6 ||YES ||NIL ||NIL ||NIL ||50000 |
|Mr. Dattatray Patil ||6 ||YES ||2 ||NIL ||NIL ||0 |
|Mrs. Sujata Jonnavittula ||6 ||NO ||2 ||NIL ||NIL ||0 |
|Mr.G.Raja Rao ||6 ||NO ||2 ||NIL ||NIL ||0 |
Independent Directors do not have any direct or indirect material pecuniaryrelationship with the Company.
None of the Directors received any loans/advances from the Company during the yearunder review.
REMUNERATION TO DIRECTORS
Following are the remuneration details of the directors during the financial year:
|Name of Independent Director ||Salary ||Sitting Fees Paid Rs. |
|Mr. R Ravi Kumar ||Nil ||Nil |
|Mr. Dattatray Patil ||Nil ||Nil |
|Mrs. Sujata Jonnavittula ||Nil ||Nil |
|Mr.G.Raja Rao ||Nil ||Nil |
The disclosure under section 197(12) of the Companies Act 2013 read Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are (not)applicable.
The Audit committee consists of the following members:
Mr.Dattatray Patil (Chairman)
Mr.R.Ravi Kumar Mrs. Sujata Jonnavittula
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In accordance with provisions of Section 152 of the Companies Act 2013 Mr. R.RaviKumarRao(DIN : 06432101) who retires by rotation at the forthcoming AGM and is eligible forreappointment.
INDEPENDENT DIRECTORS' DECLARATION:
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.
Pursuant to the provisions of Section 139 of the Companies Act and the Rules framedthere under M/s. Anant Rao & Mallik Chartered Accountants (Registration Number :006266S) were appointed as Auditors of the Company from the conclusion of the 34thAnnual General Meeting (AGM) of the Company held on 30th September 2015 tillthe conclusion of 38th Annual General Meeting.
COMMENT ON STATUTORY AUDITOR'S REPORT:
There are no qualifications reservations remarks or disclaimers made by M/s. AnantRao & Mallik Statutory Auditor in their audit report. The statutory Auditor have notreported any incident of fraud to the Audit Committee of the Company during the financialyear 2015-16.
Pursuant to the requirements of Section 204(1) of the Companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mrs. LakshmmiSubramanian Practicing Company Secretary (Membership No.3534) was appointed to conductsecretarial audit for the financial year 2016-17.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed tothis report as Annexure I.
INTERNAL FINANCIAL CONTROLS:
Your Company has adequate internal financial controls with reference to the financialstatements and commensurate with its business operations.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the Company. This Code helps the Company to maintain the Standards ofBusiness Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrongdoing and promoting ethical conduct at theBoard and employees. The Compliance Officer is responsible to ensure adherence to the Codeby all concerned.
The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.
All the Board Members and the Senior Management personnel have confirmed the Compliancewith the Code.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in the Section 134 (3) (c) of the Companies Act2013 the Board to the best of its knowledge and belief and according to the informationand explanation obtained by it confirms that:
a) in the preparation of the Annual Accounts the applicable Accounting standards hadbeen followed and there were no material departures there from;
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 12 months period endedon 31st March 2016 and of the profit 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.
Further the paid up share capital is well within the threshold limit prescribed underRule 8 (4) of the Companies (Accounts) Rules 2014. Hence the details of the boardevaluation process as per section 134 (3) (p) of the Companies Act 2013 is not furnished.
Pursuant to the provisions of section 139 of the Act and the rules framed there underM/s. Anant Rao & Mallik. Chartered Accountants (firm registration no.0006266S) werere- appointed as auditors of the company from the conclusion of this Annual GeneralMeeting held on 30th September 2015 till the conclusion of 38th AGM subject toratification of their appointment at every AGM.
COMMENT ON STATUTORY AUDITOR REPORT
There are no qualification reservation remarks or disclaimers made by Anant Rao &Mallik. Statutory Auditor in his audit report. The statutory auditor have not reportedand incident of fraud by the Company during the financial year 2016-17.
Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Lakshmmi Subramanian & Associates Practicing Company Secretariesto conduct secretarial audit for the financial year 2016-17
The Secretarial Audit report as received from the secretarial auditor is annexed tothis report as Annexure.
COMMENT ON SECRETARIAL AUDITOR REPORT
With reference to the remarks made by the secretarial auditor Ms. LakshmmiSubramanian Practicing Company Secretary bearing (Membership No. 3534 CP No. 1087).) inher Secretarial Audit Report the company has taken the corrective measures during thecurrent financial year.
INTERNAL FINANCIAL CONTROLS
Your Company has adequate internal financial controls with reference to the financialstatements and commensurate with its business operations.
RELATED PARTY TRANSACTIONS
During the year 2015 - 2016 the Company had not entered into any contract /arrangement / transaction with related parties as per sub-section (1) of section 188 ofthe Companies Act 2013. Hence the question of reporting under the requirement of saidsection doesn't arise.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT -9 as provided underSub Section (3) of the Section 92 of the Companies Act2013 (the "Act") isannexed herewith as Annexure to this report.
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company forms part of this Report as Annexure III.
The information of employees as per Rule 5(2) of the said Act for the year is"NIL".
The risk management is overseen by the company on a continuous basis. Major risks ifany identified in the business and functions are systematically addressed throughmitigating action on a continuous basis.
DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION PROHIBITION ANDREDRESSAL) ACT 2013
Presently the total number of employees is less that the statutory limit and hence thecompany has not constituted a separate committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013
However the company has zero tolerance for sexual harassment at workplace.
During the financial year 2016-17 the Company has not received any complaints.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Presently the company has very limited activity; no management discussion at large hastaken place during the year. Since your company's paid up Equity share capital and networth is less than Rs.10 Crores and Rs.25 Crores respectively the provisions of revisedClause 49 relating to Corporate Governance does not apply.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the balancesheet.
CORPORATE GOVERNANCE REPORT
Since your company's paid up Equity capital and Net worth is less than Rs.10 Crores andRs.25 Crores respectively the provisions of the revised Clause 49 relating to CorporateGovernance and vide SEBI circular dated CIR/CFD/POLICY CELL/7/.Hence not applicable to thecompany.
PERFORMANCE EVALUATION OF BOARD AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Board and the same was based on questionnaire andfeedback from all the Directors on the Board as a whole and self-evaluation.
A structured questionnaire was prepared after taking into consideration of the inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interests of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman of the Board and the Executive Directorswas carried out by the Independent Directors.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
As the activity in the company is very limited company does not have a whistle blowerpolicy framed at present. However a full fledge policy shall be in place once theactivity in the company takes-off. Further Directors and employees are having full accessto the audit committee to report their genuine and serious concern if they observe any.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION:
Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178 of the Act are covered under the Board's policy formulated by theCompany.
CONVERSION OF ENERGY
Though the Company has not carried on any manufacturing activities it had taken stepsto converse energy in its office / and stores use consequent to which energy consumptionhas been minimized. No additional Proposals/ Investments was made to converse energy.Since the Company has not carried on any industrial activities disclosure regardingimpact of measures on cost of production of goods total energy consumption etc. are notapplicable.
The Company has not adopted / intend to adopt the technology for its business and henceno reporting is required to be furnished under this heading.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company has not carried on any export during the financial year under reviewthe discourses requirement relating to exports initiatives taken to increase exports;development of new export markets for products and services and export plans do not arise.
HUMAN RESOURCES DEVELOPMENT:
The Management envisions trained and motivated employees as the backbone of theCompany. Special attention is given to recruit trained and experienced personnel not onlyin the production department but also in marketing finance and accounts. The managementstrives to retain and improve employees morale. The Company is in the process of revampingthe employer employee engagement program.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Your company is not meeting the threshold as prescribed under Companies Act 2013i.e. Net Profit greater than Rs.5 Crores or Turnover greater than Rs.1000 Crores or Networth greater
than Rs. 500 Crores in the preceding 3 Financial Years and therefore Constituting of aCSR committee in accordance with the provisions of section 135 of the Act does not arise.
Your Directors wish to place on record their appreciation of the contributions made byemployees at all levels towards the continued growth and prosperity of your Company.
Directors take this opportunity to convey their thanks to all the valued shareholdersand the valuable services rendered by the Officers and Staffs at all levels.
| ||For and on behalf of the Board |
|Place: Chennai ||Mr. R Ravikumar Rao ||Ms.Sujata Jonnavittula |
| ||Whole Time Director ||Director |
|Date : 29.8.2017 ||DIN: 06432101 ||DIN: 07014640 |