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Kayel Securities Ltd.

BSE: 539562 Sector: Financials
NSE: N.A. ISIN Code: INE750R01016
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NSE 05:30 | 01 Jan Kayel Securities Ltd
OPEN 15.00
PREVIOUS CLOSE 15.00
VOLUME 100
52-Week high 15.00
52-Week low 12.50
P/E 40.54
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.00
CLOSE 15.00
VOLUME 100
52-Week high 15.00
52-Week low 12.50
P/E 40.54
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kayel Securities Ltd. (KAYELSECURITIES) - Director Report

Company director report

To

The Members

KAYEL SECURITIES LIMITED

The board of directors hereby submits their 35th Annual Report of thebusiness and operations of your company along with the Audited Financial Statements forthe Financial Year ended March 31st 2018.

1. FINANCIAL RESULTS:

(Amount in Rs)

Particulars 2017-18 2016-17
Total Income 6522373 6178884
Closing Stock - -
Profit/ (Loss) before Depreciation 1631229 1369185
Less: Depreciation - -
Profit/ (Loss) before Tax 1631229 1369185
Provision for Taxation- Current Tax 312233 283917
Deferred Tax 155398 141268
Excess provision for Tax expense for earlier years - (10974)
Profit for the year 1163598 954974
Balance brought forward 617716 (337258)
Balance of Surplus carried to the Balance sheet 1781314 617716

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total income of the Company during the financial year has increased from Rs.6178884/- to Rs. 6522373/- The profit before tax has also increased from Rs.1369185/- to Rs. 1631229/-. Looking to the present progress of the Company yourdirectors expect even better performance in the upcoming years.

3. DIVIDEND:

The Board has decided to reinvest the profits in the business of the Company andtherefore your directors do not recommend any dividend for the financial year 2017-18.

4. RESERVES:

The board does not propose to carry any amount to the reserves.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of loans and investments have been disclosed in the financialstatements as required under section 186 of the Companies Act 2013. The loans mentionedin the financial statement have been given for business purpose.

6. RELATED PARTY TRANSACTIONS:

During the year ended 31st March 2018 Company has not entered into anycontracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe 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.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal financial control procedures which iscommensurate with the size and nature of business. The internal control systems includingfinancial control system of the Company are monitored and evaluated by internal auditorsand their audit reports are periodically reviewed by the audit committee and alsogenerally placed before the board.

9. DEPOSITS:

The Company has neither accepted nor renewed any deposits as envisaged under Sections73 to 76 of Companies Act 2013 during the financial year under review.

10. Change in Nature of Business:

During the year under review Company has not changed the Nature of Business.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of Companies Act 2013 are not applicable.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Resignation / Cessation:

During the financial year under review Ms. Bhavna Saboo a.k.a Bhavna Shah (ACS: 47287)appointed on the post of Company Secretary & Compliance Officer of the company witheffect from 15/12/2016. Has resign as Company Secretary and Compliance Officer of theCompany w.e.f. 29th May 2017. The board has placed on record its appreciationfor the contributions made by Ms. Bhavna Saboo a.k.a Bhavna Shah during her respectivetenure of office.

During the financial year under review Shri Rakeshkumar Kankariya appointed as WholeTime Director as on 29/05/2017. He has given resignation from the post if the Whole TimeDirector on 02/ 09/2017.

Appointment:

Ms. Malvika Kapasi (ACS: 52602) is appointed for the post of Company Secretary &Compliance Officer of the company with effect from 04/11/2017.

Retirement by Rotation

Shri Rahul Kankariya (DIN: 00314184) retires by rotation and being eligible has offeredhimself for re-appointment.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c ) of the Companies Act 2013 the boardof directors 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 profit 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.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of Companies Act 2013.

15. BOARD EVALUATION:

During the financial year the board has adopted a formal mechanism for evaluating itsperformance and as well as that of its committees and individual directors including thechairman of the board.

The evaluation framework for assessing the performances of directors; comprises of thefollowing key areas:

- Attendance and participation in the meetings and timely inputs on the minutes of themeetings.

- Adherence to ethical standards & code of conduct of company and disclosure of non- independence as and when it exists and disclosure of interest.

- Raising of valid concerns to the board and constructive contribution to resolution ofissues at meetings.

- Interpersonal relations with other directors and management

- Objective evaluation of board's performance rendering independent unbiased opinion.

- Understanding of the company and the external environment in which it operates andcontribution to strategic direction.

- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard ofconfidential information.

- The valuation involves self-evaluation by the board member and subsequentlyassessment by the board of directors. A member of the board will not participate in thediscussion of his / her evaluation.

16. REMUNERATION POLICY:

The company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 1 and is attached to this report.

17. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Hitesh Prakash Shah & Co. Chartered Accountant (Firm Registration No: 127614W)was appointed as a Statutory Auditor of the Company for a term of 5 (five) consecutiveyears from the conclusion of 34th Annual General Meeting i.e. held on 29thSeptember 2017 till conclusion of the Annual General Meeting for the Financial Year2021-22 by the Board Of Director of the company approved by shareholder and saidappointment is subject to ratification at every Annual General Meeting.

However Ministry of Corporate Affairs vide its Notification dated 7th May2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s. Hitesh Prakash Shah & Co.Chartered Accountant (Firm Registration No: 127614W) will continue to act as auditors ofthe Company till financial year 202122.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Ravi Kapoor & Associates a firm of Company Secretaries in Practice(PCS) to undertake the Secretarial Audit of the Company for FY 2017-18. The SecretarialAudit Report is appended to this report as Annexure- 2.

19. QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS:

There was no qualifications reservations or adverse remarks made by the either by theStatutory Auditors or by the Secretarial Auditors in their respective reports.

20. AUDIT COMMITTEE:

The audit committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013.The details pertaining to composition of auditcommittee are as follows:

Name of the members Category
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

21. NOMINATION AND REMUNERATION COMMITTEE:

The details pertaining to composition of the Nomination And Remuneration Committee incompliance with section 178 of the Companies Act 2013:

Name of the Directors Category
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

22. STAKEHOLDER RELATIONSHIP COMMITTEE:

The details pertaining to composition of the Stakeholder Relationship Committee incompliance with section 178 of the Companies Act 2013:

Name of the Directors Status whether Independent/ Non Independent
1. Mukesh Chhajed Chairman Independent Non-Executive Director
2. Navaram Rabari Member Independent Non-Executive Director
3. Rakeshkumar Kankariya Member Non Independent - Non Executive

23. EXTRACT OF THE ANNUAL RETURN:

In accordance with Section 134(3) (a) and Section 92 (3) of the Companies Act 2013 anextract of the Annual Return in Form MGT-9 as is annexed herewith as "Annexure3."

24. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

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.

25. BOARD MEETINGS:

During the financial year 2017-18 six (06) board meetings were held and the maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013.

Date of meeting
1 29/05/2017
2 02/09/2017
3 14/09/2017
4 04/11/2017
5 11/12/2017
6 12/02/2018

26. VIGIL MECHANISM:

Pursuant to section 177(9) of Companies Act 2013 the Company has established a vigilmechanism and overseas through the committee the genuine concerns expressed by theemployees and other directors. The Company has also provided adequate safeguards againstvictimization of employees and directors who express their concerns. The Company has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of employees and the Company.

27. CORPORATE GOVERNANCE

As per the Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the provisions of corporate governance are not applicable to the companyas company has not attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies having paid upcapital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on thelast day of the previous financial year.

28. SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

During the financial year under review there were no manufacturing activitiesundertaken by the company. In view of the aforesaid fact there was no scope for yourcompany to make any efforts for energy conservation research and development andtechnology absorption. Hence the particulars required to be furnished in respect of thesame are not given.

The particulars of foreign exchange earnings and outgoes:

• Foreign Exchange Earnings : NIL

• Foreign Exchange Outgoes : NIL

30. PARTICULARS OF EMPLOYEES:

? The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2017-18:

• NIL.

As none of the director gets remuneration during the financial year under review.

ii. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

• NIL

iii. The percentage increase in the median of employees in the financial year:

• 12.01

iv. The number of permanent employees on the rolls of the Company:

• During the Year 2017-18 : 5 Employees

• As on 31st March2018 : 4 Employees

• Ms. Bhavna Saboo had been appointed on the post of Company Secretary andCompliance Officer of the company with effect from 15th December 2016 andresigned from the post with effect from 29th May 2017.

• Ms. Malvika Kapasi has been appointed on the post of Company Secretary andCompliance Officer of the company with effect from 04th November 2017.

v. Average percentile increase already made in the salaries of the employee other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

• Nil

vi. Affirmation that the remuneration is as per the remuneration policy of the Company.

• The Company affirms remuneration is as per the remuneration policy of theCompany.

? The information required under section 197 of the Companies Act 2013 read with rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given below:

Name of employee Designation Remu neratio n drawn during the year Nature of employm ent Qualifi cation Experi ence Commenc ement of employme nt Age % of equit y shar es whether related or not?
1 Bhavna Saboo Company Secretary and Compliance officer 7200 Permanent CS 5 months 15.12.16 to 29.05. 17 30 0 Not Related
2 Malvika Kapasi Company Secretary and Compliance officer 37500 Permanent CS 5 months 04.11.17 23 0 Not Related
3 Mahesh S. Nagar Office clerk 152500 Permanent HSC 21 From 2012 51 0 Not Related
Years

Note:

1. The details of remuneration drawn is on accrual basis.

2. Company has only three employees drawing remuneration and hence details are given tothat extent.

31. POLICIES ADOPTED:

The Company has adopted policies in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 including policy on:

• Policy on preservation of documents

• Policy for determination of material event or information

The company has also adopted policy in line with SEBI (Insider Trading) Regulations2015 the Code of Conduct to regulate monitor and reporting of trading by insider.

These policies are available on the website of the company athttp://www.kayelsecurities.com/

32. RISK MANAGEMENT:

The Management has evaluated various risks like market risk credit risk liquidity risketc. The management is however of the view that none of the above risks may threaten theexistence of the Company as robust Risk mitigation mechanism is put in place to ensurethat there is nil or minimum impact on the Company in case any of these risks materialize.

33. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

During the financial year 2017-18 under review there were no cases filed to thecompany pursuant to the Sexual Harassment of Woman at Work place (Prevention Prohibitionand Redressal) Act 2013.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has complied with the all applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India (ICSI).

35. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUBSECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 AND STATUS OF THE SAME:

The provisions regarding maintenance of cost records as specified by the CentralGovernment under Sub Section (1) of Section 148 of the Companies Act 2013 is notapplicable to the Company.

36. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

As the Company is not having ten women employees employed during the year therefore theprovisions regarding establishment of Internal Complaint Committee under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013 is notapplicable to the Company.

37. ACKNOWLEDGEMENT

The directors thank the company's employees customers vendors and investors for theircontinuous support. The directors are also thankful to the concerned governmentdepartments / agencies for their co-operation. The directors appreciate and value thecontributions made by every member in the Company.

Place: Ahmedabad For and on behalf of the Board of Directors of
Date: 29/05/2018 KAYEL SECURITIES LIMITED