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Kanungo Financiers Ltd.

BSE: 540515 Sector: Financials
NSE: N.A. ISIN Code: INE453S01015
BSE 05:30 | 01 Jan Kanungo Financiers Ltd
NSE 05:30 | 01 Jan Kanungo Financiers Ltd

Kanungo Financiers Ltd. (KANUNGOFINANCI) - Director Report

Company director report

To

The Members of

M/s. KANUNGO FINANCIERS LIMITED

Your Directors have pleasure in presenting the Board’s Report of your Companytogether with the Audited Statement of Accounts and the Auditors’ Report of yourcompany for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars

Standalone

Particulars 2016-2017 2015-2016
Gross Income 26.50 31.13
Total Expenses 40.50 25.17
Net Profit/loss Before Tax (14.00) 5.96
Provision for Tax - 1.93
Net Profit/loss After Tax (14.00) 4.03

DIVIDEND

Due to loss directors are not recommending any dividend in this financial year.INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

The company got listed on Bombay Stock Exchange in this year. Apart from this nomaterial changes and commitments affecting the financial position of the Company occurredbetween the ends of the financial year to which these financial statements relate on thedate of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2016-17 the Company held TEN board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015 were adhered to while considering the time gap between twomeetings.

Sr. No. Date of Meeting Board Strength No. of Directors Present
1. 30/05/2016 3 3
2. 25/07/2016 3 3
3. 13/08/2016 3 3
4. 01/09/2016 3 3
5. 05/09/2016 3 3
6. 14/11/2016 3 3
7. 31/12/2016 3 3
8. 11/02/2017 3 3
9. 16/03/2017 3 3
10. 31/03/2017 3 3

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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 profit and loss of the company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

AUDITORS and REPORT thereon

The Auditors M/s. Gaurang Vora & Associates Chartered Accountants to be ratifiedat the ensuing Annual General Meeting.

Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors’ Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.

Further the Auditors’ Report for the financial year ended 31st March 2017 isannexed herewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

The Company has provided the Loans Guarantee given and Investments made under section186 of the Companies Act 2013 for the financial year ended 31st March 2017 and compliesthe provision of the Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large and Approval of the Board of Directors& shareholders was obtained wherever required.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company’s existence is very minimal.

DIRECTORS and KMP

During the current financial year the following changes have occurred in theconstitution of directors of the company:

Sr.No Name Designation Date of appointment Date of cessation Nature of change Reason for resign
1 Jayshree Director - 16.03.2017 Resignation Due to pre occupation elsewhere.
2 Umaira Bano Ansari Director 16.03.2017 - Appointment -

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The company is not paying any remuneration to directors of the company.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company’s Nomination andRemuneration Committee comprises of three Directors. The table sets out the composition ofthe Committee:

Name of the Director Position held in the Committee Category of the Director
Non Executive Independent
Mr. Pintu Patel Chairman
Director
Non Executive Independent
Mrs. Umaira Bano Ansari* Member
Director
Mr. Sandeep Dave Member Executive Director

# Mrs. Jayshreeben Shah has Resigned From the directorship of the company w.e.f.16.03.2017 so that she also ceased to be a member of this committee.

*Mrs. Umaira Bano Ansari who was director of the company w.e.f 16.03.2017 appointed asa member of the committee in place of Mrs. Jayshreeben shah.

Terms Of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director’sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. However the Company has not paid anyremuneration to the Executive Director.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them. However the Company has not paid anyremuneration to the Non- Executive Director.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the companys AuditCommittee comprised of three directors. The board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee:

Position held in the
Name of the Director Committee Category of the Director
Mr. Pintu Patel Chairman Non Executive Independent Director
Mr. Sandeep Dave Member Executive Director
Mrs. Umaira Bano Ansari * Member Non Executive Independent Director

# Mrs. Jayshreeben Shah has Resigned From the directorship of the company w.e.f.16.03.2017 so that he also ceased to be a member of this committee.

*Mrs. Umaira Bano Ansari who was director of the company w.e.f 16.03.2017 appointed asa member of the committee in place of Mrs. Jayshreeben shah.

SECRETARIAL AUDIT REPORT

There is qualification or adverse remark in the Secretarial Audit Report whichrequire any clarification/ explanation.

1. Company is looking for the Internal Auditor / CFO.

Further the Secretarial Audit Report as provided by M/s. Jigar Thakkar &Associates Practicing Company Secretary for the financial year ended 31st March2017 is annexed herewith for your kind perusal and information.

COST AUDIT

The cost audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per SEBI (LODR)Regulation 2015 the company has established Vigil Mechanism for directors and employeesto report genuine concerns and made provisions for direct access to the chairperson of theAudit Committee. Company has formulated the present policy for establishing the vigilmechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders Directorsand employees to freely communicate and address to the Company their genuine concerns inrelation to any illegal or unethical practice being carried out in the Company. Thedetails of the Vigil Committee are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSEL) ACT 2013:

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.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

DATE: 25TH AUGUST 2017
PLACE: AHMEDABAD FOR AND ON BEHALF OF BOARD

 

SD/- SD/-
SANDEEP DAVE PINTU PATEL
DIRECTOR DIRECTOR