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KEN Financial Services Ltd.

BSE: 530547 Sector: Financials
NSE: N.A. ISIN Code: INE395E01018
BSE 00:00 | 04 Mar KEN Financial Services Ltd
NSE 05:30 | 01 Jan KEN Financial Services Ltd
OPEN 4.97
PREVIOUS CLOSE 4.97
VOLUME 100
52-Week high 4.97
52-Week low 0.00
P/E 2.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.97
CLOSE 4.97
VOLUME 100
52-Week high 4.97
52-Week low 0.00
P/E 2.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KEN Financial Services Ltd. (KENFINSERV) - Director Report

Company director report

To

The Members

Ken Financial Services Limited

Your Directors have pleasure in presenting their 27th Annual Report on theBusiness and Operations of the Company together with the Audited Statement of Accounts ofthe Company for the year ended on 31st March 2021.

1. Financial Results:

The financial results are summarized below:

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
A Total Revenue 899745 1767996
B Total Expenses 838537 1580471
C Profit/(Loss) Before Tax 61208 187526
D Tax expense
- Current Tax 15866 48290
- Tax for earlier years 558 2025
- Deferred Tax 1352 571
E Profit/(Loss) after Tax 43432 136640

2. Financial Performance:

During the year under review the Company has earned Total Revenue of Rs. 899745Hundreds in comparison to Rs. 1767996 Hundreds during the previous year. Net Profitafter tax is Rs. 43432 Hundreds in comparison with Rs. 136640 Hundreds during theprevious year. Your Directors are hopeful of better performance in the forthcoming year.There was no change in the nature of business of the Company during the year.

3. Dividend & Reserves:

Your Directors abstain from declaring any dividend for the year and no amount of profitearned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges:

At present the Equity shares of the Company are listed at BSE Limited. The trading inthe shares of the Company on BSE Portal is suspended w.e.f. 21.12.2015 due to certainnon-compliance. The process of revocation of suspension in trading of securities of thecompany is being carried out by the Company.

6. Dematerialization of Shares:

99.40% of the company s paid up Equity Share Capital is in dematerialized form as on 31stMarch 2021 and balances 0.60% is in physical form. The Company s Registrar andTransfer Agent is Purva Sharegistry (India) Private Limited. having their registeredoffice at No.9 Shiv Shakti Industrial Estate Ground Floor J.R. Boricha Marg Opp.Kasturba Hospital Lower Parel Mumbai - 400 011.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation were observed.

8. Finance & Accounts:

The Company has not raised any finance by issue of any securities during the year. TheCompany has adequate financial resources at its disposal for carrying on its business.

Your company is required to prepare financial statements under Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015. The estimates and judgmentsrelating to financial statements are made on prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company sstate of affairs and profit for the year ended 31st March 2021.

9. Subsidiaries Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

11. Statutory Auditors:

The members of the Company at the 26th AGM held on 28th September2020 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No.115438W) Chartered Accountants Mumbai as the Statutory Auditors of the Company for aterm of 5 years and accordingly they hold their office till the conclusion of AnnualGeneral Meeting to be held in the year 2025.

The Auditors Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

12. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. AbhilashaChaudhary Practicing Company Secretary have been appointed as the Secretarial Auditor ofthe Company.

The Secretarial Audit Report for the financial year ended March 31 2021 does notcontain any qualification or observation which requires any comments from the Board. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed to thisreport as Annexure A.

13. Internal Auditors:

In terms of Section 138 of the Companies Act 2013 and Rules made thereunder M/s V. P.Agarwal & Co. Chartered Accountants has been appointed as Internal Auditors of theCompany.

14. Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return can be accessed atCompany s website at www.ken-fin.com.

15. Particulars Regarding Conservation of Energy Technology Absorption:

Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of particulars regarding conservation of Energyand Technology absorption. The Company is not having manufacturing facilities of its own;therefore information required under this clause is not applicable to the Company.

16. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreignexchange.

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of theCompanies Act 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

Your Company treats its human resources as one of its most important assets. YourCompany continuously invests in attraction retention and development of talent on anongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

19. Meetings of the Board:

The Board of Directors of the Company duly met 5 times during the financial year thedetails of the same are being given in the Corporate Governance Report. The interveninggap between the two consecutive meetings was within the period prescribed under theCompanies Act 2013.

20. Disqualification of Directors:

During the year under review the Company has received Form DIR-8 from all Directors asrequired under the provisions of Section 164(2) of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 that none of theDirectors of your Company is disqualified to hold office as director and debarred fromholding the office of a Director.

21. Directors and Key Managerial Personnel:

(i) Reappointment of Whole-time Directors:

The Board of Directors of the Company reappointed Mr. Sumit Surendra Gupta (holding DIN06938413) and Mr. Akash Sukhdev Swami (holding DIN 06938405) as the Whole-time Directorsof the Company for a period of three years w.e.f. 20th June 2020.

(ii) Resignation of Director:

Mr. Sunilkumar Saini (holding DIN 00673578) resigned from the Directorship of theCompany w.e.f 14th October 2020.

(iii) Appointment of Additional Directors:

(a) The Board of Directors of the Company appointed Ms. Neha Kailash Bhageria (holdingDIN 09217784) as an Additional Director Independent Woman Director w.e.f 30th June2021.

(b) The Board of Directors of the Company appointed Mr. Ramanuj Babulal Sodani (holdingDIN 00004109) as an Additional Director - Independent Director w.e.f 30th June2021.

(iv) Appointment of Directors retiring by rotation:

Mr. Sumit Surendra Gupta (holding DIN 06938413) Director of the Company will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

Brief profile of the Directors proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arepart of the Notice convening the Annual General Meeting.

(v) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

22. Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

23. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013. The Remuneration Policy is stated in the Reporton Corporate Governance.

24. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

25. Related Party Transactions

All contracts / arrangements / transactions entered into by the Company with itsrelated parties during the financial year were in the ordinary course of business and onan arm s length basis. During the year the Company has not entered into any materialcontract / arrangement / transaction with related parties. Accordingly disclosure ofRelated Party Transactions in Form AOC-2 is not applicable. However details oftransactions with the related parties have been included in Notes to the FinancialStatements.

26. Risk Management:

The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.

27. Safety:

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

28. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

29. Material changes and commitment:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.

30. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee 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 preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of Chairman was evaluatedtaking into account the views of executive directors and non-executive directors. The samewas discussed in Board meeting that followed the meeting of independent Directors atwhich the performance of the Board its committees and individual directors was alsodiscussed.

31. Audit Committee:

The Audit Committee is comprised of three Independent Directors. The composition of theAudit Committee is as follows:-

Name Designation Category
Mr. Manoj Kumar More Chairman Non-Executive Independent Director
Mr. Sunil Shivkumar Saini 1 Member Non-Executive Independent Director
Mrs. Gangaben Raman Pagi 3 Member Non-Executive Independent Director
Mr. Akash Sukhdev Swami 2&3 Member Whole-time Director
Ms. Neha Kailash Bhageria 4 Member Non-Executive Independent Director
Mr. Ramanuj Babulal Sodani 4 Member Non-Executive Independent Director
1Upto 14th October 2020

2From 14th October 2020

3Upto 30th June 2021

4From 30th June 2021

All the recommendations made by the Audit Committee were accepted by the Board.

32. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Remuneration Committee is as follows:-

Name Designation Category
Mr. Sunil Shivkumar Saini 1 Chairman Non-Executive Independent Director
Mr. Manoj Kumar More Member Non-Executive Independent Director
Mrs. Gangaben Raman Pagi 3 Member Non-Executive Independent Director
Mr. Akash Sukhdev Swami 2&3 Member Whole-time Director
Ms. Neha Kailash Bhageria 4 Member Non-Executive Independent Director
Mr. Ramanuj Babulal Sodani 4 Chairman Non-Executive Independent Director
1Upto 14th October 2020

2From 14th October 2020

3Upto 30th June 2021

4From 30th June 2021

All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board.

33. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company and Directors is furnished hereunder:

Sr. No. Name Designation Remuneratio n for the F.Y. 2020-21 % increase from previous year Ratio / Times per median of employee remuneration
1. Mr. Akash Sukhdev Swami Whole-time Director 420000 Nil 0.93
2. Mr. Sumit Surendra Gupta Whole-time Director 360000 Nil 0.80
3. Ms. Khushboo Vasudev Company Secretary 216000 Nil N.A.

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.

34. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization s brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders expectations. It is imperative that our company affairsare managed in fair and transparent manner. This is vital to gain and retain the trust ofour members. A report on a Corporate Governance is appended as an annexure to this report.

35. Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year under review.

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that:

a) in the preparation of annual accounts for the financial year ended 31st March2021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2021 and of the profit of theCompany for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) financial statements have been drawn up 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 are operatingeffectively; and

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

37. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for thevaluable support and cooperation extended to the Company by its shareholders and bankers.

For and on behalf of the Board
Sd/- Sd/-
Akash Sukhdev Swami Sumit Surendra Gupta
DIN: 06938405 DIN: 06938413
Whole-time Director Whole-time Director
Registered Office:
101 Shah Arcade 1 A Wing
Shah Arcade SRA CHS Ltd.
Rani Sati Marg
Near W.E. Highway
Malad (E) Mumbai - 400 097.
Dated: 2nd September 2021

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