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K K Fincorp Ltd.

BSE: 503669 Sector: Financials
NSE: N.A. ISIN Code: INE509J01013
BSE 11:15 | 07 Feb 13.02 0.62
(5.00%)
OPEN

13.02

HIGH

13.02

LOW

13.02

NSE 05:30 | 01 Jan K K Fincorp Ltd
OPEN 13.02
PREVIOUS CLOSE 12.40
VOLUME 100
52-Week high 19.15
52-Week low 7.74
P/E 5.54
Mkt Cap.(Rs cr) 7
Buy Price 13.02
Buy Qty 570.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.02
CLOSE 12.40
VOLUME 100
52-Week high 19.15
52-Week low 7.74
P/E 5.54
Mkt Cap.(Rs cr) 7
Buy Price 13.02
Buy Qty 570.00
Sell Price 0.00
Sell Qty 0.00

K K Fincorp Ltd. (KKFINCORP) - Director Report

Company director report

To

The Members

K K FINCORP LIMITED

The Directors are pleased to present herewith the audited accounts of the Company forits financial year ended 31st March 2022. The financial results are:

Financial Results 2021-22 2020 - 21
Gross Income 244.71 11.53
Net Profit/(Loss) 189.43 (6.66)
other comprehensive income 37.04 198.44
Total comprehensive income 226.47 191.78
Balance brought forward 20.12 (171.66)
246.59 20.12
Transfer to Special Reserve under 45 IC of the RBI Act 1934. 47.50 --
Net surplus in the Statement of Profit & Loss 199.09 20.12
246.59 20.12

OPERATIONS:

The Company achieved income of Rs.244.71 Lakhs during the year as against Rs.11.53Lakhs in previous year. The Company has earned a net profit of Rs.189.43 Lakhs during theyear compared to net loss of Rs.6.66 Lakhs during the previous year. During the year theCompany transferred a sum of Rs.47.50 Lakhs to the Special Reserve under section 45IC ofThe RBI Act 1934. There are no changes in the Share capital during the year. The Board ofDirectors express their inability to declare any dividend

PERFORMANCE AND FINANCIAL- CONSOLIDATED AUDITED FINANCIAL STATEMENT

During the year the Company has earned net profit of Rs.196.16 Lakhs compared to netprofit of Rs.8.84 lakhs of the previous year.AOC-1-Part B is enclosed as part of Balancesheet to highlight the Performance of Associate Companies.

DIRECTORS:

BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE APPOINTMENT:

Shri Pradeep C Jalan (DIN:00087468) Director who is retiring by rotation is to bereappointed. Shri Pradeep Jalan (58) is a graduate having vast experience in the field offinance and marketing. He has work experience of more than 30 years in this field. Hisinvolvement with the Company is beneficial to the Company and stakeholders He was firstappointed on the Board of Directors w.e.from 01/12/1988. He is member of StakeholdersRelationship Committee of the Company. He attended 5 (Five) Board Meeting during the Year2021-22.

KEY MANAGERIAL PERSONNEL(KMP)

Ms. Kusum Parek appointed as Company Secretary and Compliance Officer Key ManagerialPersonnel (KMP) of the Company w.e. from 1st September 2021 in place of Mr.Nirmal Tiwari who resigned from the services of the Company. w.e.f. 31stAugust 2021.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015.The Board of Directors confirm that theindependent directors of the Company fulfill the conditions specified in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and are independent of themanagement of the company. There is no relationship between the Directors inter-se.

BOARD MEETINGS:

During the year 5 (Five) Board meetings were held with gap between Meetings notexceeding the period prescribed under the Act.

FINANCIAL STATEMENTS:

Audited Financial Statements are prepared in accordance with Indian Accounting Standard(Ind AS) as prescribed under Section 133 of the Companies Act 2013 read with the rulesmade thereof.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining qualifications positive attributes and independenceof a Director and also a policy for remuneration of Directors Key Managerial Personneland senior management. The Executive Directors and other whole-time directors are paidremuneration by way of salary perquisites incentives and allowances as recommended bythe Committee and the Board of Directors and approved by the Members of the Company fromtime to time. Non-Executive Independent Directors are paid sitting fees for attendingmeetings of the Board of Directors. The Board of Directors are collectively responsiblefor selection of a member on the Board. The Nomination and Remuneration Committee of theCompany follows defined criteria for identifying screening recruiting and recommendingcandidates for election as a Director on the Board. The criteria for appointment to theBoard include: composition of the Board which is commensurate with the size of theCompany its portfolio geographical spread and its status as a listed Company; desiredage and diversity on the Board; size of the Board with optimal balance of skills andexperience and balance of Executive and Non-Executive Directors consistent with therequirements of law; professional qualifications expertise and experience in specificarea of business; balance of skills and expertise in view of the objectives and activitiesof the Company; avoidance of any present or potential conflict of interest; availabilityof time and other commitments for proper performance of duties;

personal characteristics being in line with the Company’s values such asintegrity honesty transparency pioneering mindset.

AUDITORS:

The current statuary auditors Mr. Yatin Kumar Shah (Membership No.159796) CharteredAccountant was last re-appointed by the members at their annual general meeting held on 28thSeptember 2017 to hold the office of auditors from the conclusion of the 36thannual general meeting till the conclusion of this 41st annual general meeting.

As per the provisions of section 139 of the Companies Act 2013 no listed companyshall appoint an individual as auditors for more than one terms of five consecutive years.The term of the current auditors expires at the conclusion of the ensuing annual generalmeeting. The Board of Directors at its meeting held on 10th August 2022 basedon the recommendation of the Audit Committee has recommended the appointment of M/sSundralal Desai & Kanodia Chartered Accountants Firm Registration No.110560W asthe statutory auditor of the Company for approval by the members. M/s Sundralal Desai& Kanodia Chartered Accountants Firm Registration No.110560W have consented to thesaid appointment and confirmed that their appointment if made would be within the limitsspecified under section 141(3) (g) of the Act and that they are not disqualified to beappointed as statutory auditor in terms of section 143 of the Act. M/s Sundralal Desai& Kanodia Chartered Accountants Firm Registration No.110560W will be appointed asthe statutory auditors of the Company from the conclusion of the ensuing annual generalmeeting till the conclusion of the 46th Annual General Meeting on aremuneration as may be decided by the Board of Directors from year to year. The membersare therefore requested to appoint M/s Sundralal Desai & Kanodia CharteredAccountants Firm Registration No.110560W as statutory auditor of the Company for a termof five years from the conclusion of the ensuing annual general meeting till theconclusion of the 46th annual general meeting to be scheduled in 2027. Thestatutory audit report for the financial year ended 31st March 2022 does notcontain any qualification reservation or adverse remark or disclaimer made by statutoryauditors.

SECRETARIAL AUDITOR:

Shri Kamlesh Rajoria Practicing Company Secretary Kamlesh Rajoria & Associateswas appointed to conduct the secretarial audit of the Company for the financial year2022-23 as required under Section 204 of the Companies Act 2013 and Rules thereunder.The secretarial audit report for FY 2021-22 forms part of the Annual Report as "Annexure- A" to the Board's report. There is no qualification reservation or adverseremark in the report.

LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Pursuant to provisions of The Companies Act 2013 all related party transactions thatwere entered into during the financial year were on an arm’s length basis and were inthe ordinary course of business. There were no material related party transactions enteredby the Company during the year and thus disclosure in Form AOC-2 is not required. Pursuantto Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 following are the transaction with any person or promoter/ promoters group holding10% or more shareholding..

Name of Related Party Loan Given Interest Recieved
BAJRANG FINANCE LIMITED 191.50 Lakhs 1.18 Lakhs

None of the Non-Executive Directors has any pecuniary relationship or transactions withthe Company other than payment of sitting fees to them. Your Directors draw attention ofthe members to Note 22 to the notes to accounts which sets out related party disclosures.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

All efforts are being made to conserve energy.
i. the steps taken or impact on conservation of : energy;
ii. the steps taken by the company for utilising : alternate sources of energy;
iii. the capital investment on energy conservation : equipments;
(B) Technology absorption:
i. the efforts made towards technology absorption; : The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.
ii. the benefits derived like product improvement : cost reduction product development or import substitution;
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported; :
(b) the year of import; :
(c) whether the technology been fully absorbed; :
(d) if not fully absorbed areas where absorption : has not taken place and the reasons thereof; and
iv. the expenditure incurred on Research and : Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no foreign exchange earnings and outgo.AUDIT COMMITTEE:

The Audit Committee comprises of Shri Sandeep Shriya Shri Shiv Kumar Sharma and Smt.Anita Bhartiya.

RISK MANAGEMENT :

The Company has laid down a risk management policy identifying the core areas of riskincluding Business Risk and Interest Rates risk. The senior management team reviews andmanages the risks in a systematic manner including regular monitoring of exposuresproper advice from market experts.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BOARD COMMITTEES AND DIRECTORS:

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role. In a separate meeting of independent Directors performanceof non-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of non-executive directors.

DEPOSITS:

The Company has not accepted any deposits from the public falling within the purview ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

INTERNAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference tofinancial statements. The internal financial controls are adequate and are operatingeffectively.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns and irregularities if any in theCompany noticed by them. The same is posted on the website of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT-9 is placed on the Company’s websiteat www.remigroup.com.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5(1) and 5 (2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. No employee of theCompany was in receipt of remuneration equal to or exceeding the prescribed limitspursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE REPORT:

Kindly note that the pursuant to Regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company as paid up equity share capital the Company does not exceedRupees Ten Crores and net worth does not exceed Rupees Twenty Five Crores as on theFinancial year ended 31st March 2022.

DIRECTORSf RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm that: a. in the preparation of theannual accounts for the year ended 31st March 2022 the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures if any; b. the Directors have selected 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 ended 31st March 2022 and of the profit of the Company for thatperiod; c. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d. the Directors have prepared the annual accounts/ financial statements on a goingconcern basis; e. that proper internal financial controls were in place and that thefinancial controls are adequate and were operating effectively ; and f. that the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

APPRECIATION:

Your Directors appreciate the faith you have reposed in the Company and are confidentthat the Company can depend upon your continued support in its endeavour to grow.

Registered Office: ON BEHALF OF THE BOARD
Plot No.11 Cama Industrial Estate Goregaon (East) Mumbai-400 063 (SHIV KUMAR SHARMA)
CHAIRMAN
Dated: 10th August 2022 (DIN:00157100)

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