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Key Corp Ltd.

BSE: 507948 Sector: Financials
NSE: N.A. ISIN Code: INE130F01016
BSE 00:00 | 29 Jun 60.50 -3.15
(-4.95%)
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NSE 05:30 | 01 Jan Key Corp Ltd
OPEN 60.50
PREVIOUS CLOSE 63.65
VOLUME 953
52-Week high 91.65
52-Week low 25.45
P/E 2.11
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.50
CLOSE 63.65
VOLUME 953
52-Week high 91.65
52-Week low 25.45
P/E 2.11
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Key Corp Ltd. (KEYCORP) - Chairman Speech

Company chairman speech

Dear Stakeholders

It gives me immense pleasure to share my views with our valued stakeholders and presentthe 34th Annual Report for the year 2019-20.

I am pleased to report that during the year 2019-20 your Company has deliveredsatisfactory financial performance.

During the year 2019-20 company has executed Loan business to the tune of Rs.55.00 lacsas compared to Rs.120.70 lacs in the previous year. The Company is concentrating utilisingsurplus funds in mutual fund schemes.

PRESENT ECONOMIC SCENARIO AND PROSPECTS:

The World Bank expects India's economy to contract 3.2% in the current fiscal year asharp downgrade from its April projection of 1.5%-2.8% growth citing stringent lockdownand spill over from weaker global growth.

The Global Economic Prospects (GEP) report released said the lockdown would severelycurtail activity despite fiscal and monetary stimulus. Further weaker global economyperformance and balance sheet stress in the financial sector would also weigh on activity.

The latest report expects the economy to make a modest recovery to 3.1% growth in thenext fiscal year in comparison to the 6.1% expansion projected in the Janaary report.

ACKNOWLEDGEMENT:

Before I.conclude on behalf of the Board of Directors and on my own behalf I wouldlike to express my gratitude to our stakeholders and staff for their faith in ourabilities to continuously improve our working.

DIRECTORS' REPORT TO THE MEMBERS

Your Directors present the 34th Annual Report and alongwith Audited Accountsof the Company for the year ended 31st March 2020.

1- Presentation of financial statements

Ministry of Corporate Affairs (MCA) vide its notification dated 18thJanuary 2016 mandated Non-Banking Financial Companies (NBFCs) having net worth ofrupees five hundred crore or less and whose equity/or debt securities are listed or are inthe process of listing on any stock exchange in India or outside India to comply with theIndian Accounting Standards (Ind AS) in preparation of their financial statements for theaccounting periods beginning on or after 1 April 2019 with effective transition date of 1April 2018.

Further MCA has amended Schedule HI to the Companies Act 2013 (the 'Act') and a newdivision viz. ‘Division III' financial statement format has been introduced forNBFCs effective 11 October 2018.

Accordingly the financial statements of the Company for the year ended 31 March 2020have been prepared in accordance with Ind AS and revised Schedule III to the Act Thecorresponding figures for the year ended 31 March 2019 and opening Balance Sheet as on 1April 2018 have been recasted as per Ind AS and revised Schedule III to the Act TheCompany has applied Ind AS 101 ‘First time adoption of Indian Accounting Standards'for transition from previous GAAP to Ind AS. An explanation of how transition to Ind AShas affected the previously reported financial position financial performance and cashflows of the Company is detailed in the Note No. 26 to the financial statements of theCompany.

2. Financial Results

The highlights of the standalone financial results are as under:

(Rs. in lakhs)
PARTICULARS 31.03.2020 31.03.2019
Income from Operations 29.03 32.78
Income from Investment in Mutual Funds 153.21 154.11
Other Income 0.26 0.18
Less: Operating Expenses 161.50 61.09
Profit Before Depreciation 21.00 125.98
Less: Depreciation 3.21 3.10
Net Profit Before Tax 17.79 122.88
Less: Provision for Income Tax 0.00 2.47
Add: Provision for Deferred tax 1.09 (0.18)
Net Profit After Tax 18.88 120.59
Balance of Profit Brought forward 28.91 32.44
Amount available for appropriation after adjustments 47.99 153.03
Appropriations to:
General Reserve 0.00 100.00
Statutory Reserve Fund 3.78 24.12
Balance Carried Over 44.01 28.91

3. DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend forthe Financial Year 2019-20.

4. PERFORMANCE

Looking to the highly competitive market scenario your Company has done well. YourCompany is investing the Surplus Funds in mutual fund schemes to augment income.

5. THE EFFECT OF COVID-19 ON THE BUSINESS OF ITS FINANCIAL

COVID-19 has affected the timely recovery of its loan on vehicle. It has also badlyaffected the valuation of its investment in Mutual Fund as the Company has suffered thevaluation loss of more than 6 crores during the financial year. The Company is in theprocess of reshuffling its investment to save from further shock and hope to complete thesaid process within 8 months.

6. DIRECTORS

a) Dr. B.D. Agarwal (DIN 235154) who retires by rotation and being eligible offershimself for re-appointment

b) Further the Board appraised the performance of the independent directors and foundtheir contribution to the proceedings of the Board beneficial for the Company. They haveattended almost all the Board meetings and Committee meetings held from time to time.Further the independent.directors have given a declaration that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.

7. AUDITORS AND AUDITORS REPORT

The present Auditors M/s Vinayak Tandon & Associates (Registration No. 006751C)Chartered Accountants will retire from their office at the ensuing General Meeting. Theyhave confirmed their eligibility to the effect that their re-appointment if made would bewithin the prescribed limits under the Act and that they are not disqualified forreappointment You are requested to consider their appointment The qualifications in theAuditors Report is self explanatory and has been described in the Notes on accounts.

8. DISQUALIFICATION OF DIRECTOR

The Practicing Company Secretary has given a certificate that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as a directors of Companies by the Board/MCA or any such statutory authority.

9. PARTICULARS OF EMPLOYEES

There are no employees getting salary in excess of the limit as specified under theprovision of section 197(12) of the Companies Act 2013 read with rules 5(2) and 5(3) ofthe . Companies (Appointment'and Remuneration of Managerial Personnel) Rules 2014.

10. Material changes and commitments

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Company has no activities relating to conservation of energy or technologyabsorption. There is no foreign exchange earning and outgo during the year.

12. LISTING WITH STOCK EXCHANGE

The Companies shares are listed with Bombay Stock Exchange Ltd. Mumbai.

The Company's shares are marketable in Demat mode only. Shareholders are requested toconvert their physical shareholding into Demat mode.

13. INCOME TAX PROCEEDINGS

Company's assessments are completed upto the assessment year 2018-19.

14. AUDIT COMMITTEE

During the year the Committee held four meetings.

15. NOMINATION & REMUNERATION COMMITTEE

During the year the committee held one meeting

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held four meetings.

17. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges a report on CorporateGovernance is enclosed as integral part of the Annual Report together with the AuditorsCertificate in compliance.

18. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges ManagementDiscussions and Analysis Report forms part of this report.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Companies(Appointment & Remuneration and Managerial Personnel) Rules 2014 the Companyappointed M/s. Vibha Mehrotra & Co. Practicing Company Secretary of Kanpur (CPMembership No. 3103) as Secretarial Auditors of the Company for the financial year2019-20. The Secretarial Audit Report for the financial year ended March 31st2020 is annexed to this report.. The Secretarial Audit Report does not contain anyqualification reservation or adverse remarks.

20. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT9 is annexed hereto as Annexure 'A"and form integral part of this report.

21. RELATED PARTY TRANSACTIONS

Subject to Note No. 23 of the Annual Accounts there was no significant transaction ofmaterial nature with the related parties viz Promoters Directors Management or relativesduring the year and the provisions of Section 188 of the Company's Act 2013 are notattracted.

22. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work in relation toremuneration of Directors Key Managerial Personnel of the Company. The Board at itsmeeting held on 11th November 2019 has revised the sitting fees from Rs3000/- to Rs 5000/- payable per meeting to all non-executive directors (includingindependent directors) for meetings of the Board and for Committee meetings from Rs1000/- to Rs 2000/- payable per meeting thereof attended by them on or after 25 January2020.The details of this Policy is explained in the Corporate Governance Report. 5

23. RISK MANAGEMENT POLICY

The Company has endeavored to develop and implement a risk management policyincorporating and identifying economic financial and environmental risks.

24. EVALUATION OF BOARD AND ITS COMMITTEES

(a) The evaluation of the Independent Directors was carried out by the entire Boardexcluding the directors being evaluated. Further the Board also carried out assessment ofits own performance and that of its committees based upon criteria such as performanceagainst set objectives contribution to the development of long term strategy and riskmanagement level of communication amongst the Board/Committee members and of theBoard/Committee members with Key Managerial Personnels.

(b) Change in KMP:

CS. V.K. Bajpai was appointed as Company Secretary w.e.f. 01st July 2019 inplace of CS. S.N. Tripathi who retired from the services of the company on 30thJune 2019.

25. MEETING OF THE BOARD OF DIRECTORS

Six meetings of the Board were held during FY2019-2020. Details of the meetings andattendance thereat forms part of the 'Corporate Governance Report1.

26. CODE OF CONDUCT

The Board of Directors has already adopted a Code of Ethics & Business Conduct forthe Directors and Senior Managerial Personnel.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

I. that in the preparation of Annual Accounts the applicable accounting standards hadbeen followed;

II. that the directors have selected such accounting policies & applied themconsistently and made judgments & estimates that are reasonable & prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2020 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safe-guarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

V. that the internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively;

VI. proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

28. Particulars of loans guarantees and investments

The Company being a non-banking financial company registered with the RBI and engagedin the business of giving loans is exempt from complying with the provisions of section186 of the Act in respect of loans and guarantees. Accordingly the disclosures of theloans given as required under the aforesaid section have not been made in this Report

29. Corporate Social Responsibility

The provisions relating to corporate social responsibility is not applicable to thecompany.

30. Internal audit

At the beginning of each financial year an audit plan is rolled out after the same hasbeen approved by Audit Committee. The audit plan is aimed at evaluation of the efficacyand adequacy of internal control systems and compliance thereof robustness of internalprocesses policies and accounting procedures compliance with laws and regulations. Basedon the reports of internal audit function process owners undertake corrective action intheir respective areas.

Significant audit observations and corrective actions thereon are presented to theAudit Committee of the Board.

31. Internal financial controls

The internal financial controls of the Company are commensurate with its size scaleand complexity of operations. The Company has robust policies and procedures which interalia ensure integrity in conducting business timely preparation of reliablefinancial information accuracy and completeness in maintaining accounting records andprevention and detection of frauds and errors. The internal financial controls withreference to the financial statements were adequate and operating effectively.

32. Harmonization of different categories of NBFCs

RBI vide its circular dated 22 February 2019 harmonized different categories of NBFCsinto fewer ones on the basis of the principle of regulation by activity rather thanregulation by entity in order to provide greater operational flexibility. Accordinglythough as per regulation by entity the company is a NBFC - Asset Finance Company howeveron the basis of principle of regulation by activity during the year the company shall fallunder the categorization of NBFC - Investment Company.

33. ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

Place: Kanpur For and on behalf of the Board
Dated: 27th June 2020 (Dr. K.B. AGARWAL)
Chairman
DIN 00339934

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