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K Z Leasing & Finance Ltd.
|BSE: 511728||Sector: Financials|
|NSE: N.A.||ISIN Code: INE006C01015|
|BSE 00:00 | 11 Oct||K Z Leasing & Finance Ltd|
|NSE 05:30 | 01 Jan||K Z Leasing & Finance Ltd|
K Z Leasing & Finance Ltd. (KZLEASING) - Director Report
Company director report
Your Directors are pleased to present the Company's 32nd Annual Report and the auditedaccounts for the year ended 31st March 2018.
(Amount in Rs.)
During the year under review the Company has generated total revenue of Rs.10034255.78/- as against Rs 8898864.92/- of the previous financial year. The netprofit for the year under review has been increased to Rs. 1333716.25/- as against Rs.878300.68 during the previous financial year. The Directors are continuously looking forthe new avenues for future growth of the Company and expect more growth in future period.
A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.
DIVIDEND & APPROPRIATIONS:
In order to conserve the resources in the year 2017-18 the Directors do not recommendany dividend for the year under review.
The Company has not transferred any amount to the Reserve during the year under review.
1. Mrs. Chaitali Patel (DIN: 06957559) Director of the Company retires by rotationand being eligible offers himself for re-appointment.
2. Mr. Kantibhai Sendharam Patel (DIN - 08077956) was appointed as additional directoron 09th March 2018 and hereby proposed for regularization as Independent director.
3. The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Act stating that they meetthe criteria of independence.
4. Changes In Board During The Year:
Mr. Rameshbhai Narandas Patel (DIN: 00841664) ceased to be the director of theCompanyw.e.f. 26th July 2017.
Mr. Keshavlal Kashiramdas Patel (DIN: 00851725) ceased to be the director of theCompany w.e.f. 26th July 2017.
Mr. Gandalal Ambalal Patel (DIN: 02848956) ceased to be the director of theCompany w.e.f. 26th July 2017.
Mr. Kantibhai Sendharam Patel (DIN - 08077956) was appointed as Independentdirector on 09th March 2018 for 5 years subject to his regularization in the Generalmeeting.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:
Since the Company does not have any Subsidiary / Joint Ventures / Associate ConcernsNo financial position of such concern(s) are required to be included in the financialstatement.
During the year under review your Company has not accepted deposit form public asenvisaged by Chapter V of the Companies Act 2013 and as per rules and regulations framedby Reserve Bank of India for Non Banking Finance Companies.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS / OUTGO:
As required by the provisions of Section 134(3)(m) of the Companies Act2013 read withRule 8 of the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy technology absorption are not applicable and hence not given. TheCompany has no Foreign Exchange earnings and outgo during the year under review.
PARTICULARS OF EMPLOYEES:
There are no employees drawing the remuneration in excess of limits prescribed underRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No such material changes and commitments affecting the financial position of thecompany have occurred and hence no comments required.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
CHANGES IN SHARES CAPITAL:
The Company has not made any changes in the share capital of the company during theyear under review.
All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its assets in order to mitigate the risk.
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013.
I. STATUTORY AUDITORS :
M/s. Ranjit Galledar & Co. (FRN: 108640W) Chartered Accountants Ahmedabad wasappointed as Auditors of the Company for a term of 5 (five) consecutive years at theAnnual General Meeting held on 1th September 2018. He has confirmed that he is notdisqualified from continuing as Auditors of the Company.
II. Auditors' Report:
The Auditors' Report does not contain any qualification reservation or adverseremark(s) and hence no comments required. The notes of accounts referred to in theauditors' report are self explanatory and therefore do not require any further comments.
III. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. The internal control systems of the Company aremonitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are also generally placed before the Board
IV. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Company has appointed G R Shah& Associates Practicing Company Secretary to undertake Secretarial Audit for thefinancial year ended on 31st March 2018. Secretarial Audit Report is attached to thisreport as Form MR-3.
The Board has duly reviewed the Secretarial Auditor's Report and the observations andcomments appearing in the report are self-explanatory. However the Board states that dueto technical problems of the Internet there was a small delay to upload the Outcome ofBoard meeting as stated in the Secretarial Audit report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of your Company has constituted a CSR Committee. As on 31 March 2018 theCommittee comprises three Directors. CSR Committee has recommended to the Board a CSRPolicy indicating the activities to be undertaken by the Company which is approved bythe Board and carried to the Annual Report.
The company's net profit turnover and net worth are outside the criteria of Section135 of the Companies Act 2013 therefore it is not required to spend any amount underCSR Activity.
ENVIRONMENT HEALTH AND SAFETY:
The Company is a Non banking finance company hence it is not in such activity whichaffects the environment adversely however it accords the highest priority toEnvironment Health and Safety. The management is constantly reviewing the safetystandards of the employees and the management believes in the concept of sustainabledevelopment.
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy. The same is alsouploaded on the website of the Company i.e. www.kzgroup.in
The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.
The Audit Committee comprises of 3 members namely Chairman Shri Kantilal JoytiramPatel (DIN: 02933840) Shri Babulal Maganlal Patel(DIN: 02901047) and Shri PravinbhaiKeshavlal Patel(DIN: 00841628). The audit committee duly met at regular intervals duringthe mentioned financial year and in respect of which meetings proper notices were givenand the proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose. The Meetings of Audit committee was held four times on during the financialyear and further details of attendance of directors in the Committee meeting are mentionedin Corporate Governance Report.
The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Company's Financial Statements. Before presentingthe audited accounts to the members of the Board the Audit Committee recommended theappointment of the statutory auditors subject to the Board's approval. The auditCommittee reviewed with adequacy of internal control systems with the managementstatutory and internal auditors.
The Shareholders/Investor's Grievance Committee comprises of Mr. Babulal Maganlal Patel(DIN: 02901047) as the Chairman of the Committee and Mrs. Chaitali Ankit Patel (DIN:06957559) Mr. Pravinkumar Patel (DIN: 00841628) and Mr. Kantilal Joytiram Patel (DIN:02933840).
The primary function of the Shareholders / Investors Grievance Committee ("theCommittee") is to consider and resolve the grievances of security holders of theCompany. During the year under review the committee reviewed the complaint status sharetransfer details dematerialization of security and also conducted audit by practicingcompany secretary.
The company has not declared dividend in any of the previous seven years and hencethere is no fund lying as unclaimed/unpaid dividend and hence it is not required totransfer to IEPF Account.
The Company incorporates the accounting standards as and when issued by the Instituteof chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report.
As per the New (Listing Obligations and Disclosure Requirements) Regulations 2015notified 2nd September 2015 issued by Securities and Exchange Board of India videcircular no. SEBI/LAD-NRO/GN/2015-16/013 Corporate Governance is not applicable to theCompany as Company has not attained the prescribed limit as mentioned hereunder:
As per the Regulation 15 (Listing Obligations And Disclosure Requirements) Regulations2015 applicability of Corporate Governance shall not be mandatory for companies havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crores as on the last day of the previous financial year.
However the Company follows the principles of effective Corporate Governance. TheCompany has complied with the mandatory provisions of Corporate Governance as prescribedin the provisions of SEBI (Listing Obligations and Disclosures Requirement) Regulations2015 executed with the Stock Exchange(s).
A separate section on Corporate Governance is included in the Annual Report andCertificate from Company's Auditors confirming the compliance with the code of CorporateGovernance as enumerated in prescribed in the provisions of SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015 is annexed hereto.
Management's Discussion and Analysis Report for the year under review as stipulatedunder the provisions of SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 executed with the Stock Exchange is presented in a separate sectionforming part of the Annual Report.
As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the Demat activation number allotted to the Company is ISIN:INE 006C01015. Presently shares are held in electronic and physical mode (82% of shares indemat 18% in physical mode).
The Board of Directors has appointed M/s M A A K & Associates CharteredAccountants as Internal Auditors of the Company. The Internal Auditor directly reports tothe audit committee. The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives.
The equity shares of the company are listed in the Bombay Stock Exchange Limited whichhas the connectivity in most of the cities across the country.
The Board of Directors duly met 8 times at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The dates on which meetings were held are 10/05/2017 24/05/2017 25/07/201731/07/2017 10/11/2017 31/01/218 28/02/2018 and 09/03/2018. The details regarding theattendance of the directors in the board meetings are mentioned in Corporate GovernanceReport.
The Audit Committee duly met 4 times at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Audit Committee and the attendance of thedirectors in the same is mentioned in Corporate Governance Report.
The Nomination and Remuneration Committee met 2 times at regular intervals during thementioned financial year and in respect of which meetings proper notices were given andthe proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The details regarding the meetings of Nomination and Remuneration Committee andthe attendance of the directors in the same is mentioned in Corporate Governance Report.
Pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
(a) For Non Executive & Independent Directors :
Comply Secretarial Standard issued by ICSI Duties Role and functions
(b) For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key setinvestment goal Professional conduct and integrity Sharing of information with Board.
Adhearance applicable government law
The Directors expressed their satisfaction with the evaluation process.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm and state that -
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. 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 financial year and ofthe loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a 'going concern' basis;
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Since the Company is Non-Banking Financial Company registered with the RBI thedisclosures pertaining to Loans Guarantees and Investments covered under the provisionsof Section 186 of the Companies Act 2013 are not applicable
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith as MGT-9 and forming part of the report.
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.
Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website www.kzgroup.in
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
Your Directors wish to place on record their sincere appreciation to the financialinstitutions Company's bankers and customers vendors and investors for their continuedsupport during the year.
Your Directors are also pleased to record their appreciation for the dedication andcontribution made by employees at all levels who through their competence and hard workhave enabled your Company achieve good performance year after year and look forward totheir support in future as well.