[Pursuant to Section 134(3) of the Companies Act 2013]
IKAB SECURITIES AND INVESTMENT LIMITED
The Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Financial Statements for the year ended on March 31 2018.
The financial results of the Company are summarized as under:
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Revenue from operations & other Income ||15300.58 ||7919.44 |
|Profit / (Loss) before Depreciation and Taxation ||131.36 ||101.06 |
|Less: Depreciation & Amortization ||(4.46) ||(4.60) |
|Profit / (Loss) before tax ||126.90 ||96.46 |
|Less: Provision for Taxation || || |
|i) Current Tax ||37.14 ||19.00 |
|ii) Deferred tax ||(0.60) ||(0.55) |
|iii) Tax for earlier years ||- ||- |
|Net Profit / (Loss) for the year ||90.36 ||78.01 |
OPERATIONS/STATE OF COMPANY'S AFFAIRS
The continuing improvement in the state of the economy has reflected in the continuingstrength of the Capital Markets. Thanks to the boost your company was able to better itsperformance of last year and has seen its Net Worth cross the mark of Rs. 10 crores. Moreeconomic reforms will bring more gains in the Capital Markets and your company looksforward to capitalising on them.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
DIVIDEND & TRANSFER TO RESERVES
In order to conserve resources the Directors do not recommend any dividend for theFinancial Year 2017-18. No amount of profit was transferred to Reserves.
Mr. Abhishek Bagri (DIN:00015897) Director of the Company retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
Mr. Prerit Kamal Damani and Ms. Swati Dujari who are independent directors of theCompany have submitted declarations that each of them meet the criteria of independence asprovided in sub Section (6) of Section 149 of the Act there has been no change in thecircumstances which may affect their status as an independent director during the year. Inthe opinion of the Board the independent directors possess appropriate balance of skillsexperience and knowledge as required.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS & COMMITTEES THEREOF
6 (Six) meetings of the Board of Directors were held during the year 2017-2018.
The Committees of the Board have been constituted / reconstituted in accordance withthe provisions of the Companies Act 2013. Currently the Board has the followingCommittees:
Audit Committee Nomination & Remuneration Committee Finance CommitteeStakeholder Relationship Committee and Share Transfer Committee. The details of meetingsheld during the year and the attendance of directors for these meetings forms part of theAnnual Report.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act 2013 with regard to Corporate SocialResponsibility are not applicable to the company.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)Mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director / Chairman of the Audit Committeein exceptional cases.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS
The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Company weblink:www.ikabsecurities.com/policies.php
There has been no change in the policies since the last fiscal year.
We affirm that the remuneration paid to the directors is as per the terms laid out inthe Remuneration Policy of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal financial controls commensuratewith its nature and size of business and meets the following objectives:
Providing assurance regarding the effectiveness and efficiency of operations
Efficient use and safeguarding of resources
Compliance with policies procedures and applicable laws and regulations and
Transactions being accurately reported and recorded timely
The Company has budgetary control system to monitor expenditures and operations againstbudgets on an ongoing basis.
The internal auditor also regularly reviews the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiaries/ joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the Boards' Report as Annexure I.
AUDITORS & THEIR REPORT
M/s. Aalok Mehta & Co. Chartered Accountants the Auditors of the company whowould retire at the ensuing Annual General Meeting offer themselves for reappointment.They have furnished a certificate confirming that their appointment if made at theensuing Annual General Meeting will be in accordance with Section 139 read with section141 of the Companies Act 2013.You are requested to appoint Auditors and to fix theirremuneration.
The auditors' report does not contain any qualifications reservations or adverseremarks in their report.
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Shalini Hegde & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditor for auditing the secretarial recordsof the Company for the financial year 2017-18 and their Report is attached hereto as AnnexureII.
The Report of the Secretarial Auditor does not contain any observations or adverseremarks.
The company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of nature of business of the Company particulars regarding conservation ofenergy and technology absorption are not given. However the Company has taken variousmeasures to conserve energy at all levels.
There was no foreign exchange earningsoutgo during the year under report.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the particulars of employees areannexed as Annexure III.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY
No significant or material orders were passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments pursuant to theprovisions of the Section 186 of the Companies Act 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure IV.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board's own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:
|Sr. No. Performance evaluation of performed by ||Performance evaluation ||Criteria |
|1. Each Individual directors ||Nomination and Remuneration Committee ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc. |
|2. Independent directors ||Entire Board of Directors excluding the director who is ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3. Board and its committees ||being evaluated All directors ||Board composition and structure; effectiveness of Board processes information and functioning fulfilment of key responsibilities performance of specific duties and obligations timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings. |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place the Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder. All employees (permanent contractualtemporary trainees) are covered under this policy.
The Company has not received any complaint of sexual harassment during the financialyear 2017-2018.
The Company has paid the listing fees to BSE Limited for the year 2018-2019.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation and Code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in accordance with the requirements of the SEBI(Prohibition of Insider Trading) Regulation 2015 is available on our websitewww.ikabsecurities.com/policies.php
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report as Annexed inAnnexure V.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.
The Board of Directors is thankful to its Bankers and Institutions for the support andfinancial assistance from time to time. Your Directors are pleased to place on recordtheir sincere appreciation to all the employees of the Company whose untiring efforts havemade achieving its goal possible. Your Directors wish to thank the Central and StateGovernments customers suppliers business associates shareholders for their continuedsupport and for the faith reposed in your Company.
| ||For and on behalf of the Board |
| ||sd/- |
| ||Indra Kumar Bagri |
|Place: Mumbai ||Chairman |
|Date: May 30 2018 ||DIN: 00014384 |