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KM Capital Ltd.

BSE: 530327 Sector: Financials
NSE: N.A. ISIN Code: INE339T01014
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KM Capital Ltd. (KMCAPITAL) - Director Report

Company director report

DIRECTORS' REPORT

Dear Shareholders,

We are pleased to present the Twentieth Annual Report of K M Capital Limited togetherwith Audited Financial Statements and Auditor's Report for the Financial Year ended as on31st March 2012. The Financial Highlights for the year under review are given below:

Financial Results (Rs. In Lacs) (Rs.in Lacs)
2011-12 2010-11
Total Income 5.09 NIL
Total Expenditure (5.00) 0
Profit / (Loss) before
Interest and Tax, 0.09 (0.05)

Dividend

In view of the brought forward losses, your Directors have been unable to recommend anydividend.

Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activitieson the larger scale. The management will emphasize on increasing its Goodwill in themarket and will create long term assets for all stakeholders of the Company.

Interest NIL NIL
Profit / (Loss) before
Tax 0.09 (.05)
Profit/Loss before Tax 0.09 (.05)
Provision for Taxation (0.03) NIL
Profit /(Loss) after Tax (0.06) (.05)

Performance

During the year under review, the Company has incurred losses. The performance of theCompany is expected to be better in the coming years.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association ofthe Company, Shri Jiten Tiwari, Director of the Company is retiring by rotation and beingeligible, offer himself for re-appointment as Non-Executive Director.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA.) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31stMarch, 2011, the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended31st March, 2011 on a 'going concern' basis.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation — NIL

B. Research and Development — NIL

C. Technology absorption, adaption and innovation — NIL

D. Foreign Exchange Earning and Outgo— NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee drawing a salary of Rs. 5 Lakhper month or more.

Auditors

M/s VBR & Associates, Chartered Accountants, Statutory Auditors of the Company,retire at the conclusion of the ensuing Annual General Meeting, being eligible offerthemselves for re-appointment. The Company has received a certificate from them statingthat their re-appointment if made would be within the limits prescribed under Section224(1 B) of the Companies Act, 1956.

Auditors' Report

The Auditors Report is self explanatory and therefore do not call for any furtherexplanation u/s 217(3) of the Companies Act' 1956.

Audit Committee recommendations

The Audit Committee of the Company has been constituted with Shri Mohan HemandasMansukhani, Smt. Sunita Inder and Ms Shirin Bhatt as Members and Shri Jiten Tiwari asChairman of the Committee.

Secretarial Compliance Certificate

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956obtained from Ms. Anjali Tomar, Company Secretary in Practice, New Delhi is attached andforms part of this report.

Corporate Governance Report

The Company complies with mandatory Corporate Governance requirement under Clause 49 ofListing Agreement. It strives to attain high standards of corporate governance whileinteracting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from M/s VBR &Associates, Chartered Accountants, confirming level of Compliance is annexed and formspart of the Directors' Report.

Appreciation

Your Directors greatly appreciate the efforts of all stakeholders for thesupport.

For and on Behalf of the Board
Place : New Delhi Sunita Inder Mohan Hemandas Mansukhani
Date : 16th August, 2012 Director Director