G K Consultants Ltd.
|BSE: 531758||Sector: Financials|
|NSE: N.A.||ISIN Code: INE131D01019|
|BSE 00:00 | 18 Mar||6.98||
|NSE 05:30 | 01 Jan||G K Consultants Ltd|
G K Consultants Ltd. (GKCONSULTANTS) - Director Report
Company director report
The Board of your Company is delighted in presenting its 30th Report. TheReport is being presented along with the Audited Financial Statements for the FinancialYear ended March 31 2018.
Financial Highlights (Standalone)
Your Company is a Non-Banking Financial Company registered with RBI vide Certificate ofRegistration No. B- 14 - 00143 dated 12.09.2001. The Company is regular in makingcompliances of various rules and regulations made by RBI for NBFCs.
During the Financial Year (FY) Net Revenue from operations of your Company decreased by36.07% from Rs. 5160 lacs in FY 2016-17 to Rs. 3299 lacs in FY 2017-18. Profit beforetax (PBT) has decreased by 54.97% from Rs. 29.02 lacs in FY 2016-17 to Rs. 13.06 lacs inFY 2017-18. Your Companys Profit after tax (PAT) has also decreased by 54.57% fromRs. 21.41 lacs in FY 2016-17 to Rs. 9.72 lacs in FY 2017-18 under review.
A detailed discussion on the business performance and future outlook has been given inManagement Discussion and Analysis (MDA).
Consolidated Financial Statement
In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated FinancialStatements read with AS - 23 on Accounting for Investments in Associates the auditedConsolidated Financial Statements are not applicable to your Company hence no informationis being provided.
Change in nature of Business
During the year under review there was no change in the nature of Business.
Performance of Subsidiary Associate and Joint Venture Companies
Your Company do not have any Subsidiaries Joint Venture and Associates Companies.Accordingly no information is provided in respect of changes therein
The Board of your Company in its meeting approved the policy for determining MaterialSubsidiaries. At present the Company does not have any subsidiary including MaterialSubsidiary.
The Policy on Material Subsidiary has been displayed at the website of the Company
Board Composition and Independent Directors
The Board consists of the Non-Executive Chairman 3 Executive directors 1Non-Executive and 3 Independent & Non-Executive directors. Independent directors areappointed for a term of five years and are not liable to retire by rotation.
Retirement of Rotation
Pursuant to Section 152 of the Companies Act 2013 Mr. Anil Kumar Goel (DIN:01050857) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the companies Act 2013 the KeyManagerial Personnel of the Company is
Declaration of Independence u/s 149(6)
The Board has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and in the opinion of the Boardthey fulfill the conditions specified in the Act and the Rules made thereunder and areIndependent of the management.
During FY 2017-18 the Board met 18 (Eighteen) times on April 11 2017; May 17 2017;May 26 2017; June 30 2017; July 14 2017; July 31 2017; August 11 2017; August 252017; October 3 2017; October 14 2017; November 4 2017; November 13 2017; January 122018; January 30 2018; February 08 2018; February 23 2018; March 22 2018; and March31 2018.
For details please Refer Report on Corporate Governance on Page No 22 of the FinancialYear 2017- 18.
Annual Evaluation - Board and its Committees
The Nomination and Remuneration ("NR") Committee has laid down propercriteria and procedure to evaluate and scrutinize performance of the Chairman eachDirector (including Executive Non- Executive and Independent Djjc^wsfeof the Board as awhole and its Committee.
As per laid down procedure the Independent Directors held a separate meeting to reviewthe performance of the Chairman of the Company after considering the views of Executiveand Non- Executive Directors. The Independent Directors also reviewed performance of everyExecutive and Non-Executive Director of the Board. The performance evaluation of eachIndependent Director was done by the entire Board (except the Independent Directors beingevaluated).
The performance of each committee has been evaluated by its members and found to behighly satisfactory.
On the basis of this exercise the NR Committee and the Board after recognizing theimportant contribution being made by each Independent Director has decided that allIndependent Directors should continue to be on the Board.
Your Company has set up a Nomination and Remuneration (NR) Committeepursuant to Section 178 of the Act which has formulated a Policy for DirectorsAppointment and remuneration for Directors KMP and other employees. They have alsodeveloped the criteria for determining qualifications positive attributes andIndependence of a Director including making Payments to Non-Executive Directors if any.
Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereofRemuneration details of the Employees KMPs and Directors along with the details of theRatio of the Remuneration of each Director to the Median Employees RemunerationForms Part of the Report and are attached as Annexure I.
Directors Responsibility Statement
Your Directors make the following statement in terms of Section 134(3)(c) & (5) ofthe Act which is to the best of their knowledge and belief and according to theinformation and explanations obtained by them:
a. that in the preparation of the Annual Accounts for the Financial Year ended March31 2018 the applicable Accounting Standards have been followed along with properexplanation relating to Material Departures;
b. that Appropriate Accounting Policies have been Selected and applied consistently andJudgments and Estimates that are reasonable and Prudent have been made so as to give atrue and fair view of the State of Affairs as at March 31 2018 and of the Profit of yourCompany for the Financial Year ended March 31 2018;
c. that Proper and Sufficient care has been taken for the Maintenance of adequateaccounting Records in accordance with the Provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Accounts for the Financial Year ended March 31 2018 have beenprepared on a going concern basis;
e. that the Directors have laid down Internal Financial Controls which were followed bythe
Company and that such Internal Financial Controls are adequate and were operatingeffectively; and
f. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
At G.K. Consultants it is our firm belief that the essence of Corporate Governancelies in the phrase Your Company. It is Your Company because itbelongs to you - the shareholders. The Chairman and Directors are Yourfiduciaries and trustees. Their objective is to take the business forward in such a waythat it maximizes Your long-term value.
The Company believes that the Code of Corporate Governance is an excellent tool tosecure the Corporate Excellence in the country. Hence the company is in full Compliancewith the Norms and disclosures that have to be made on Corporate Governance as per theRequirements of Schedule V(C) of Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015 (LODR).
The Board has also evolved and adopted a Code of Conduct based on the principles ofGood Corporate Governance and best management practices being followed. The Code isavailable on the website of your Company www.gkconsultantsltd.com.A Report on Corporate Governance along with the Auditors Certificate on itscompliance is annexed hereto as Annexure - II.
Management Discussion and Analysis Report
A detailed chapter on Management Discussion and Analysis (MDA) pursuant toRegulation 34 and Schedule V(E)of Securities Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulation 2015 is annexed hereto as Annexure - III andforms part of this Annual Report.
Transfer to General Reserve
The sum of Rs. 184930.00 is being transferred to the General Reserve of the Companyfor the Financial Year under review.
Contingent Provision on Standard Assets
Your company has created a general provision of Rs. 183447.62 at 0.40% of theoutstanding standard assets as per notification no. RBI/2014-15/299 dated 10th November2014 issued by RBI for all NBFCs.
To conserve funds for undertaking future activities your Board has decided to not torecommend any Dividend for the Financial Year under review.
Transfer to Investor Education and Protection Fund (IEPF)
During the year under review as there was no amount due to transfer in IEPFaccordingly no amount has been transferred to IEPF.
During the year under review the Company did not accept any deposit from publicaccordingly no information is required to be appended to this Report in terms ofNon-Banking Financial Companies (Reserve Bank) Directions 1977.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Companyhave occurred between April 1 2018 and the date of signing of this Report.
Loans Guarantees and Investments
Details of Loans and Investments covered under the provisions of Section 186 of the Actare given in the notes to the Financial Statements. however during the FY 2017-18 yourCompany has not provided any guarantee pursuant to provisions of Section 186 of the Act.
Related Party Transactions
All related party transactions pursuant to Section 188(1) of the Act that were enteredinto during the Financial Year were on an arms length basis and in the ordinarycourse of business. There were no materially significant related party transactions madeby your Company with its Promoters Directors Key Managerial Personnel or otherdesignated persons which might have a potential conflict with the interest of the Companyat large.
As there was no matter requiring approval of the Board therefore no detail required tobe provided in Form AOC-2. Your Company has developed Standard Operating Procedures forthe purpose of identification of Related Party Transactions and monitoring on a regularbasis. Related party transactions if any were disclosed to the Board on a regular basisas per AS- 18.
The policy on Related Party Transactions as approved by the Board has been displayed atthe website of the Company www.gkconsultantsltd.com.under the heading "Investor".
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany except as already disclosed in the audited Financial Statements as per AS-18.
Vigil Mechanism/ Whistle Blower Policy
Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy todeal with instance of fraud and mismanagement if any. The Policy enables the EmployeesDirectors and other stakeholders to raise their concern. There was no incident when theaccess to the Audit Committee was denied to any employees with respect to Vigil Mechanism.
The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of theCompany www.gkconsultantsltd.com. under the heading "Investor".
The Audit Committee of your Company comprises of the following Directors:
The details of Audit Committee and its terms of reference etc. have been given in theCorporate Governance Report annexed to this Report.
During the Year under review there was no such recommendation of the Audit Committeewhich was not accepted by the Board.
M/s. Umesh Amita & Co Chartered Accountants was appointed as Auditor of theCompany for a term of 3 (three) consecutive years at the Annual General Meeting held onSeptember 27 2017. They have confirmed that they are not disqualified from continuing asAuditor of the Company.
As per Section 139 of the Companies Act 2013 read with Rule 3(7) of the Companies(Audit and Auditors) Rules 2014 required that the appointment of the statutory auditorswill be subject to ratification by shareholders at every Annual General Meeting; butpursuant to the notification of the Central Government dated May 7 2018 the ratificationprovision has been withdrawn.
Pursuant to the Provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed M/s. Anshul Singla & Associates (CP No 9165 FCS 8832) a soleProprietor of Company Secretaries in Practice to undertake the Secretarial Audit of theCompany for the financial year ended March 31 2018.
The Secretarial Audit Report for the Financial Year ended March 31 2018 is annexedherewith as Annexure - IV.
Auditors Report and Secretarial Auditors Report
The observations of Auditors in their Report read with the relevant notes to accountsare self- explanatory and therefore do not require further explanation pursuant to Section134(3)(f)(i).
The Secretarial Audit Report for FY 2017-18 also does not bear any adverse comments orobservations that require any explanation pursuant to Section 134(3)(f)(ii).
Internal Control Systems
Your Company has a proper and adequate system of internal controls. This ensures thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand those transactions are authorized recorded and reported correctly.
An extensive programme of internal audits and management reviews supplements theprocess of internal control. Properly documented policies guidelines and procedures arelaid down for this purpose. The Internal Control System has been designed to ensure thatthe financial and other records are reliable for preparing financial and other statementsand for maintaining accountability of assets.
To strengthen the internal control system in providing finance to parties your Companyhas got itself registered with C1BIL.
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto "Meeting of the Board of Directors" and "General Meeting"respectively have been duly followed by the Company. _
Insider Trading Code
In compliance with the SEBI regulation on prevention of insider trading your Companyhad instituted a Comprehensive Code of Conduct for Regulating Monitoring and Reporting ofTrading by Insiders. The said Code has laid down guidelines which advised them onprocedures to be followed and disclosures to be made while dealing with shares of theCompany and cautioned them on consequences of non-compliances.
Further your Company has put in place a Code of Practices and Procedures of FairDisclosures of Unpublished Price Sensitive Information. Both the aforesaid Codes are inlines with the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.
Business Responsibility Report
Your Company is not required to prepare any Business Responsibility Report (BRR) hencethe same is not provided along with this Report.
The shares of your Company are presently listed on Bombay Stock Exchange Limited (BSE)Ahmedabad Stock Exchange (ASE) and Calcutta Stock Exchange Limited (CSE) except the DelhiStock Exchange Limited (DSE) due to withdrawal of recognition granted by SEBI to DSE. TheCompany confirms that it has paid the Annual Listing Fees of Stock Exchange except ASECSE for the year 2017-18 as they have not sent the invoices of Annual Listing fee.
Your Directors place on record their appreciation for the significant contribution madeby all employees who through their competence dedication hard work cooperation andsupport have enabled the Company to perform on a continual basis.
Particulars of Employees
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company because no employee is drawingsalary more than the limit of Rs 60 lacs as prescribed in the said Rule.
Extract of Annual Return
The details forming part of the extract of the Annual Return pursuant to Sections 92(2)and 134(3)(a) of the Act and Rules made thereof in form MGT 9 is annexed herewith asAnnexure - V.
Conservation of Energy' Technology Absorption Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is as under:
A. Conservation of Energy
The Company uses energy for its office equipment such as computers lighting andutilities at its work premises. As an ongoing process the following measures areundertaken to conserve energy7:
a) Implementation of viable energy saving proposals.
b) Awareness and training sessions at regular intervals to concerned operationalpersonnel on
opportunities of energy conservation and their benefits. ^ A
B. Technology Absorption
Your Company being an Investment Company and engaged in financing business does nothave any activity relating to technology absorption and export of materials goods orservices.
C. Foreign Exchange Earnings and Outgo
During the Financial year under consideration there are no Earnings and Outgo ofForeign Exchange. Statutory Disclosures
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise;
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;
3. The Managing Director of the Company has not received any remuneration or commissionfrom any of its subsidiaries as the company does not have any subsidiary; and
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
5. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (SHWWA) Your Directors further state that during the year under review there wereno cases filed pursuant to the SHWWA and Rules made thereof.
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors acknowledge with sinceregratitude the co-operation and assistance extended by the Government authorities Banksand Vendors.
The Board also takes this opportunity' to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.
For and on behalf of the Board