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KBS India Ltd.

BSE: 530357 Sector: Financials
NSE: N.A. ISIN Code: INE883D01015
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OPEN 3.61
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VOLUME 50
52-Week high 4.83
52-Week low 1.86
P/E 7.85
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KBS India Ltd. (KBSINDIA) - Director Report

Company director report

To

The Members

KBS India Limited

Your Directors hereby presents the 31 st Annual Report of the Company together with theAudited Financial Statements for the financial year ended 31 st March 2017.

AS PER STANDALONE FINANCIAL STATEMENTS :

The financial figures for the year under review are given below:

(Amount in Rs.)

Particulars For the year ended 2016-17 For the year ended 2015-16
Income from operation and other Income 25778980 29952424
Profit before Depreciation and Amortization Expenses Finance Cost and Tax 1907057 1966931
Less: i) Depreciation 365073 537180
ii) Finance Cost 1017382 855929
Profit (Loss) before Tax 524602 573822
Less: i) Current tax 215000 472485
ii) Deferred Tax 266725 (95847)
Profit/(Loss) After Tax 42877 197184
Add: Balance brought forward from previous year 39451845 39254661
Balance carried to Balance Sheet 39494722 39451845

FINANCIAL HIGHLIGHTS AS PER CONSOLIDATED FINANCIAL STATEMENTS :

The financial figures for the year under review are given below:

(Amount in Rs.)

Particulars For the year ended 2016-17 For the year ended 2015-16
Income from operation and other Income 30077872 34511550
Profit before Depreciation and Amortization Expenses Finance Cost and Tax 5883435 5552598
Less: i) Depreciation 365073 537180
ii) Finance Cost 5011526 4867302
Profit (Loss) before Tax 506836 148116
Less: i) Current tax 215000 472485
ii) Deferred Tax 266725 (95847)
Profit/(Loss) After Tax 25111 (228522)
Balance brought forward from previous year 41358248 42100815
Other adjustments (84374) (514045)
Balance carried to Balance Sheet 41298985 41358248

REVIEW OF OPERATIONS:

During the year under review the Company earned total revenue of Rs. 257.78 Lakhs ascompared to Rs. 299.52 Lakhs during the previous year. The Profit before tax was Rs. 5.24Lakhs during the year as compared to Rs. 5.73 Lakhs in the previous year. Net profit aftertax is Rs. 0.428 Lakhs during the year as compared to Rs. 1.97 Lakhs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements your Directorsdo not recommend any payment of dividend for the year ended 31 st March 2017.

SHARE CAPITAL OFTHE COMPANY:

The paid up share capital of your Company as on 31 st March 2017 is Rs. 90211880/-(Rupees Nine Crores Two Lakhs Eleven Thousand Eight Hundred Eighty only) divided into8521188 Equity shares of Rs. 10/- (Rupee Ten) each and 50000 0% Redeemable PreferenceShares of Rs. 100/- (Rupees Hundred) each.

There was no change in the Share Capital of the Company during the FinancialYear2016-17.

CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business during the year under review.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE). TheCompany has paid the Annual listing fees to the said stock exchange for the financial year2016-17.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

HOLDING SUBSIDIARY JOINTVENTURES AND ASSOCIATE COMPANIES:

As on 31 st March 2017 the Company has a wholly owned subsidiary Company named"KBS Capital Management (Singapore) Pte. Ltd." Singapore which is engaged inthe consultancy services. The Company neither has any Holding or Associate Companies norany Joint Ventures during the financial year 2016-17.

In accordance with section 129(3) of the Companies Act 2013 we have preparedConsolidated Financial Statements of the Company and its subsidiary which forms part ofthis Annual Report. Further a statement containing the salient features of the financialstatement of wholly-owned subsidiary in Form AOC 1 is appended to the FinancialStatements provided in this Annual Report.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements and the Audited Consolidated Financial statements and related information ofthe Company are available on our website i.e. www.kbs.co.in. These documents shall also bemade available for inspection at the Registered Office of the Company during businesshours on all working days upto the date of Annual General Meeting.

EXTENSION OF ANNUAL GENERAL MEETING OFTHE COMPANY:

The Registrar of Companies Maharashtra Mumbai vide letter dated 4 th September 2017has granted approval to the Company for extension of holding the Annual General Meeting ofthe Company for the financial year ended 31 st March 2017 by three months i.e. up to 30th December 2017 as the Company has applied for availing further time for preparation ofthe Consolidated Financial Statements of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Tushar Shah Chairman & Managing Director and Mr. Ketan Shah Director of theCompany are disqualified under Section 164(2) of the Companies Act 2013 however theCompany is taking active steps towards appointment of directors in place of existingdirectors.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and the Articles of Association ofthe Company Mr. Ketan Shah Non- Executive Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting (AGM) and being disqualified is ineligiblefor re-appointment.

Mr. Chandrakant Lodaya was appointed as an Additional (Non Executive) Director of theCompany w.e.f. 1 st December 2017 subject to approval of members at ensuing AnnualGeneral Meeting.

Brief resume of the Directors proposed to be appointed under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as ‘Listing Regulations') and Secretarial Standards on General Meetings (SS - 2)issued by Institute of Company Secretaries of India (ICSI) is given in the Noticeconvening 31 th Annual General Meeting of the Company.

Your Board recommends the above appointment of Mr. Chandrakant Lodaya for the approvalof Members at the 31 st AGM of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under bothsub-section (6) of Section 149 of the Companies Act 2013 and erstwhile Clause 49 ofListing Agreement read with Regulation 16(b) of Listing Regulations.

Mr. Chandrankant Lodaya resigned from the position of Chief Financial Officer of theCompany w.e.f 30 th November 2017.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3) (c) ofthe Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have 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;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OFTHE BOARD:

The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from other Board business. The notice of Board meeting is given wellin advance to all the Directors of the Company. Usually meetings of the Board are held inMumbai Maharashtra. The agenda of the Board / Committee meetings is circulated 7 daysprior to the date of the meeting. The agenda for the Board and Committee meetings includesdetailed notes on the items to be discussed at the meeting to enable the Directors to takean informed decision.

During the financial year 2016-17 the Board of Directors met 6 (Six) times on 30 thMay 2016 12 th August 2016 11 th November 2016 24 th November 2016 14 th February2017 and 31 st March 2017. As stipulated the gap between two board meetings did notexceeded one hundred and twenty days.

Name of the Directors Designation No. of Meetings
Held Attended
Mr. Tushar Shah Chairman 6 6
Mr. Ketan Shah Non-Executive Director 6 6
Mr. Vinod Bapna Independent Director 6 6
Mrs. Sanjeevlata Samdani Independent Director 6 5

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 14th February 2017 to review the performance of Non-independent Directors and the Board aswhole evaluation of the performance of the Chairman and the flow of communication betweenthe Board and the management of the Company.

ANNUAL PERFORMANCE EVALUATION BYTHE BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe workings of its Audit Stakeholders' Relationship and Nomination and RemunerationCommittees. The Board has evaluated the performance of each of Executive Non-Executiveand Independent Directors considering the business of the Company and the expectationsthat the Board have from each of them. The evaluation framework for assessing theperformance of Directors comprises of the following key areas:

i. Attendance of the meeting of the Board and Meetings of the Committees of the Board;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

During the year under review the Nomination and Remuneration Committee reviewed theperformance of all the executive and non-executive directors.

COMMITTEES OFTHE BOARD:

There are presently three Committees of the Board which are as follows:-

1. Audit Committee;

2. Stakeholders' Relationship Committee; and

3. Nomination and Remuneration Committee;

1. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. During the financial year 2016-17 the Audit Committee met 6 (six)times on 30 th May 2016 12 th August 2016 11 th November 2016 24 th November 201614 th February 2017 and 31 st March 2017. The composition of the Audit Committee and thenumber of meetings attended by each member during the year 2016-17 are as follows:

Name of the Directors Designation No. of Meetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 6 5
Mr. Tushar Shah Member 6 6
Mr. Vinod Bapna Member 6 6

The Compliance Officer acts as the Secretary to the Committee.

The broad terms of reference of Audit Committee are as follows:

a. Reviewing the performance of the Company as reflected in the financial statementsas also compliance with accounting policies and practices regulatory requirementsconcerning the said financial statements; b. Overseeing the Company's financial reportingprocess and the disclosure of its financial information to ensure that the financialstatement is correct sufficient and credible;

c. Recommending the appointment/re-appointment/removal of statutory auditors fixationof audit fees and also approval of payments for any other services;

d. Review with management the quarterly/half yearly and annual financial statementswith the primary focus on accounting policies and practices compliances with accountingstandards and with the stock exchange and legal requirements concerning the financialstatements;

e. Reviewing with management Statutory and internal auditors adequacy of the internalcontrol systems in the Company;

f. Discussing with internal and statutory auditors of any significant findings andfollow-up thereon and reviewing the reports furnished by them;

g. Reviewing the Company's financial and risk management policies;

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2016-17 the Nominationand Remuneration Committee met 2 (two) times viz. 30 th May 2016 and 24 th November 2016.The composition of the Nomination and Remuneration Committee and the number of meetingsattended by each member during the year 2016-17 are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 2 1
Mr. Ketan Shah Member 2 2
Mr. Vinod Bapna Member 2 2

The Compliance Officer acts as the Secretary to the Committee.

Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to

a. Determine/recommend the criteria for appointment of Executive Non-Executive andIndependent Directors to the Board;

b. Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

c. Identification and assessing potential individuals with respect to their expertiseskills attributes personal and professional standing for appointment and re-appointmentas Directors / Independent Directors on the Board and as Key Managerial Personnel's;

d. Formulate a policy relating to remuneration for the Directors Committee and alsothe Senior Management Employees;

Selection Criteria:

Any person to be appointed as a Director on the Board of Directors of the Company or asKMP or Senior Management Personnel including Independent Directors shall possessappropriate skills experience and knowledge in one or more fields of sciences actuarialsciences banking finance economics law management sales marketing administrationresearch corporate governance or technical operations.

Any person to be appointed as a Director on the Board of the Company shall possess therelevant experience and shall be able to provide policy directions to the Companyincluding directions on good corporate governance.

While appointing any person as Chief Executive Officer Managing Director or aWhole-time director of the Company his / her educational qualification work experienceindustry experience etc. shall be considered

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration.

a. Remuneration of Managing Director:

i. At the time of appointment or re-appointment the Managing Director shall be paidsuch remuneration as may be mutually agreed between the Company (which includes theNomination & Remuneration Committee and the Board of Directors) and the ManagingDirector within the overall limits prescribed under the Companies Act 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

iii. The remuneration of the Managing Director is broadly divided into fixed andvariable component.

iv. In determining the remuneration the Nomination & Remuneration Committee shallconsider the following:

1. The relationship of remuneration and performance benchmarks is clear;

2. Balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals;

3. Responsibility of the Managing Director's and the industry benchmarks and thecurrent trends;

4. The Company's performance vis-a-vis the annual budget achievement and individualperformance.

b. Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits prescribed under the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Independent Directors of the Company shall not be entitled to participate in StockOption Scheme of the Company if any introduced by the Company.

c. Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (i.e. KMPs andExecutive Committee Members) the Nomination & Remuneration Committee shall considerthe following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflecting short and long-term performance objectives appropriate tothe working of the Company and its goals;

3. The components of remuneration includes salaries perquisites and retirementbenefits;

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis-a-vis the annual budget achievement industry benchmark and current compensationtrends in the market.

The Managing Director will carry out the individual performance review based on thestandard appraisal matrix and after taking into account the appraisal score card and otherfactors mentioned hereinabove recommends the annual increment to the Nomination andRemuneration Committee for its review and approval.

3. Stakeholder's Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2016-17 theStakeholders' Relationship Committee met 4 (four) times viz. 30 th May 2016 12 thAugust 2016 11 th November 2016 and 14 th February 2017. The composition of theStakeholder's Relationship Committee and the number of meetings attended by each memberduring the year 2016-17 are as follows:

Name of the Directors Designation No. of Meetings
Held Attended
Mr. Ketan Shah Chairman 4 4
Mr. Vinod Bapna Member 4 4
Mr. Tushar Shah Member 4 4

Mr. Nehal Shah Compliance Officer acts as the Secretary of the Committee.

Terms of reference of the Stakeholder's Relationship Committee:

1. To ensure that the application for registration of transfer transmissiontransposition of Equity Shares lodged by the Shareholders/Investors are disposed of in thestipulated time.

2. To look into the redressing of Shareholders' complaints regarding non-receipt ofAnnual Report or dividend declared change of address etc.

DIRECTOR FAMILIRISATION PROGRAMME:

The Company undertakes and makes necessary provision of an appropriate inductionprogramme for new directors and ongoing training for existing Directors. The new Directorsare introduced to the company culture through appropriate training programme. Such kindof training programme helps develop relationship of the director with the Company andfamilairise them with Company processes. The management provide such information andtraining either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

a) Build an understanding of the company's processes and

b) Fully equiped Director to perform their role on the Board effectively.

Upon appointment Directors received a Letter of Appointment setting out in detail theterm of appointment duties responsibilities and expected time commitments. The detailsof Director's induction and familiarization programmes are available on the Company'swebsite at http://www.kbs.co.in.

VIGIL MECHANISM POLICY/WHISTLE BLOWER MECHANISM:

In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a VigilMechanism Policy to deal with instance of fraud and mismanagement if any.

The Company promotes ethical behavior in all its business activities and has adopted amechanism of reporting illegal or unethical behavior. The Company has a whistle blowerpolicy wherein the employees are free to report violations of laws rules regulations orunethical conduct to their immediate supervisor or such other person as may be notified bythe management to the employees / workers. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairperson of the Audit Committee in theexceptional cases. The confidentiality of those reporting violation is maintained and theyare not subjected to any discriminatory practice. However no violation of laws orunethical conduct etc. was brought to the notice of the Management or Audit Committeeduring the year ended 31 March 2017. We affirm that during the financial year 2016-17 noemployee or director was denied access to the Audit Committee. The Vigil mechanism /Whistle Blower Policy is available on the website of the Company http://www.kbs.co.in.

STATUTORY AUDITORS:

M/s. R.R. Shah & Associates Chartered Accountants Mumbai (FRN: 109760W) wereappointed as Statutory Auditors of the Company at the 30 th Annual General Meeting held on30 th December 2016 for a term of five consecutive years. The Company has received aletter from them to the effect that they are willing to continue as Statutory Auditors ofthe Company and their appointment if ratified is within limits prescribed under Section139 of the Companies Act 2013 and they satisfy the criteria as provided under section 141of the Companies Act 2013.

On recommendation of the Audit Committee the Board recommends the ratification ofappointment of M/s. R.R. Shah & Associates Chartered Accountants Mumbai as StatutoryAuditors of the Company to audit the financial statements of the Company for the financialyear 2017-18 and to fix their remuneration.

During the year under review the Auditor had not reported any fraud under Section143(12) of the Companies Act 2013 therefore no details are required to be disclosedunder Section 134(3)(ca) of the Companies Act 2013.

AUDITORS REPORT:

With reference to the observations made by the Statutory Auditors in their Standaloneand Consolidated Report on the Audited Financial Statements for the year ended 31 stMarch 2017 your Directors hereby reply as under:

1. Bad Debts Written off is Rs. 8167562.

The Management felt that the amount is not recoverable from the party hence the saidhas been written off as bad- debts.

INTERNAL AUDITOR:

The Company has appointed M/s TMR & Associates. Chartered Accountants Mumbai asits Internal Auditors. The Internal Auditors have given their Reports on periodical basisto the Audit Committee and the Board. Based on the internal audit report the managementundertakes corrective action in respective areas and thereby strengthens the controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board hasappointed M/s. Manish Ghia & Associates Company Secretaries Mumbai to conduct theSecretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport received from M/s. Manish Ghia & Associates Company Secretaries Mumbai isappended as Annexure II and forms part of this Report.

Point (a) & (c)

(a) the company does not have a Company Secretary as required under section 203 of theAct;

(c) pursuant to our observation at "a" above the company is not incompliance with Regulation 6 of LODR which requires Company Secretary to be appointed asCompliance Officer

Reply: The Company is in process of identifying suitable candidate for appointmentas Whole Time Company Secretary.

Point (b) the support(s) produced to us for having dispatched notice of Annual GeneralMeeting and the Annual Report (audited financial statements and the reports of directorsand auditors thereon) to the members in our opinion are not adequate for us to ascertaincompliance with the provisions of Sec 101 and 136 of the Act;

Reply: The Company had duly dispatched the notice of Annual General Meeting and theAnnual Report (audited financial statements and the reports of directors and auditorsthereon) to the members in compliance with the provisions of Sec 101 and 136 of theCompanies Act 2013 through permitted mode to all the shareholders

Point (d) (e)

(d) the company has made payment of annual Listing Fee for the year 2016-17 after thedue date;

(e) the company has made payment of annual charges for the year 2016-17 to theDepositories after the respective due dates;

Reply: The delay in payment was unintentional.

Point (f) the submission of Auditors Report and Standalone Statement on Impact of AuditQualifications for the year ended 31 st March 2016 to the Stock Exchange was delayed by 2days (the same was to be submitted simultaneous with the financial results);

Reply: The same was missed out inadvertently and due care shall be taken fornecessary submissions.

Point (g)

In respect of approval of consolidated financials of the company for the year ended 31st March 2016 by the board of directors on 24 th November 2016 the company has not givenprior intimation of the convening of aforesaid meeting of board of directors to the StockExchange; and has not submitted the said consolidated financial results to the StockExchange and also did not publish the said financial results in the newspapers; the annualconsolidated financial results for the year ended 31st March 2016 was to be submitted toStock Exchange latest by 30 th May 2016.

Reply: The Company has a wholly owned subsidiary Company named "KBS CapitalManagement (Singapore) Pte. Ltd." Singapore and the financial statements of saidsubsidiary were under finalization and compilation. The Company had also applied forextension of AGM for this purpose. Hence the Consolidated Financial statements wereapproved at a later date. In absence of Whole time Company Secretary the said complianceswere missed out inadvertently.

Point (h) the details of inter corporate loans have not been disclosed in the company'sannual report for the year ended 31st March 2017 as required under Schedule V of LODR;and;

Reply: Your management would like to state that non-compliance in regards to thispoint is unintentional and were missed out inadvertently.

Point (i)

The company's website requires updation.

Reply: The Company shall take steps to update website.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

INTERNAL FINANCIAL CONTROL:

The Board has adopted a formal Internal Financial Control Policy during the financialyear under review for ensuring the orderly and efficient conduct of it business includingAdherence to Company policies safeguarding of assets prevention and detection of fraudand errors the accuracy and completeness of the accounting record and timely preparationof reliable financial disclosures. The Audit Committee evaluates the efficiency andadequacy of financial control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company and strives tomaintain the Standard in Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS :

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is notapplicable. The policy on Related Party transaction is uploaded on the Company' websitewww.kbs.co.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans guarantee or investment made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2016-17 are given under Notes toAccounts of financial statements.

PARTICULARS OF REMUNERATION:

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended to thisreport as Annexure III.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 other information as required under the said provision as appended to this report asAnnexure III - Part B.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company do notconsume energy intensively. However Company continues to implement prudent practices forsaving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption

a. The efforts made towards technology absorption The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution Not Applicable

d. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) Not Applicable

e. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

(Amount in Rs.)

Particulars 2016-17 2015-16
Foreign Exchange earned 3981565 3835870
Foreign Exchange used NIL NIL

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in future.

DETAILS OF POLICY DEVELOPED AD IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSILITY INITIATIVES.

The provisions relating to Corporate Social responsibility under Section 135 of theCompanies Act 2013 and rule made thereunder are not applicable to the company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATMENTRELATES ANDTHE DATE OFTHE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the F.Y. 2016-17 to which this Financial Statements relate andthe date of this Report.

REPORT ON CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations the provisionsrelated to Corporate Governance as specified in Regulations 17 18 19 20 21 22 2324 25 26 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C Dand E of the Schedule V shall not apply to a listed entity having paid up share capitalnot exceeding Rupees Ten crores and Networth not exceeding Rupees Twenty Five crores ason the last day of the previous financial year.

As on the last day of previous financial year the paid up Share Capital of andNetworth of the Company was below the threshold limit as stated above thereby presentlythe Company is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual report. Pursuant tothe Regulation 34(2) (e) of Listing Regulations the Management Discussion and Analysis isa part of the Annual Report

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and Redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

ACKNOWLEDGEMENT:

Your Directors express their gratitude for assistance and co-operation from theFinancial Institutions Banks Government Authorities Customers Vendors and Membersreceived during the year under review. Your Directors also wish to place on record theirdeep appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Director
Tushar Shah
Place: Mumbai Chairman & Managing Director
Date: 30 th November 2017 DIN : 01729641