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Khemani Distributors & Marketing Ltd.

BSE: 539788 Sector: Others
NSE: N.A. ISIN Code: INE030U01025
BSE 00:00 | 12 Jul 195.00 0
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NSE 05:30 | 01 Jan Khemani Distributors & Marketing Ltd
OPEN 195.00
PREVIOUS CLOSE 195.00
VOLUME 600000
52-Week high 195.00
52-Week low 102.00
P/E 75.58
Mkt Cap.(Rs cr) 224
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 195.00
CLOSE 195.00
VOLUME 600000
52-Week high 195.00
52-Week low 102.00
P/E 75.58
Mkt Cap.(Rs cr) 224
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Khemani Distributors & Marketing Ltd. (KHEMANIDISTRIB) - Director Report

Company director report

Dear Member

Our Directors take pleasure in presenting the 6thAnnual Report on thebusiness and operations of your Company together with the Audited Accounts for thefinancial year ended on 31st March 2017.

FINANCIAL RESULT

(Rs. in Lakh)

Particular 2016-2017 2015-2016
Net sales 7094.63 7480.46
Other operating income -- --
Total operating income 7094.63 7480.46
Other income ( non operating ) 583.01 64.57
Total income 7677.64 7545.03
Total expenditure 6945.94 7328.91
Profit/(loss) before finance cost and exceptional item 731.70 216.12
Finance cost 156.80 220.33
Profit/(loss) before exceptional items & tax 574.90 (4.21)
Add/(less) exceptional items -- --
Profit/(loss) before tax expenses 574.90 (4.21)
Add/(less): tax expenses 103.58 11.22
Net profit 471.32 7.01

OPERATIONS

The total operating income of the company for the year under review is Rs. 7094.63Lakhas compared to the previous year’s operating income of Rs 7480.46 Lakhs. Thecompany has incurred profit before tax of Rs. 574.90 Lakh compared to previous year’sloss of Rs. 4.21 Lakh. The profit after tax of the Company is Rs. 471.32 Lakh compared toprevious year’s profit after tax of Rs. 7.01 lakh. In previous year the company hadreceived a dividend income of Rs. 105.10 Lakh from investments.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has proposed to carry RS. 471.32 Lakhs (being the profit forthe current year) to reserves and surplus.

DEPOSITS

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

SHARE CAPITAL

1) Authorised Capital

There is no change in the authorized share capital during the year. The Company haschanged the denomination of shares by special resolution passed by members of the companyin the extra ordinary general meeting held on 10/01/2017 from Rs. 10/- (Rupees ten only)per share to Rs. 5/- (Rupees Five only) per share by dividing the authorised capital from62000000equity shares of Rs. 10/- each divided into 12400000 equity shares of Rs.5/- each.

2) Paid Up Share Capital

The Paid up share capital of the Company has remained unchanged to Rs. 57435000/-(Rupees Five Crore Seventy Four Lacs Thirty Five Thousand Only) whereas the number ofequity shares has increased to 11487000 (One Crore Fourteen Lacs Eighty Seven ThousandOnly) equity shares of Rs. 5/- each as on 31st March 2017.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year there is no change in business carried on by the Company.

SUBSIDIARY COMPANIES

As on 31st March 2017 the Company does not have any Subsidiary Company Joint VentureCompany and Associates Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act and Articles ofAssociation Mr. Amit Vijaykumar Khemani (DIN: 02227413) shall retire by rotation andbeing eligible offers himself for reappointment at the ensuing Annual General Meeting ofthe Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Directors of the Companyunder section149 (7) of the Companies Act 2013 that he meets the criteria of independencelaid down in section149 (6) of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

Mr. Chinmay Methiwala was appointed as Company Secretary and Compliance Officer of theCompany w.e.f 15th May 2017.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company was met 11 times during the year 2016-2017. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

The details of the meetings of the Board held during the financial year are as follow:

Sr. No. Date of the Board
Meeting
1 07/04/2016
2 02/05/2016
3 28/05/2016
4 28/07/2016
5 22/08/2016
6 16/09/2016
7 21/09/2016
8 22/09/2016
9 12/11/2016
10 06/12/2016
11 23/03/2017

The names of members of the Board and their attendance at the Board Meetings are asunder:

Sr. No. Name of Director No. of Meetings attended
1 Mr. Vijaykumar Mangturam Khemani 9
2 Mr. Amit Vijaykumar Khemani 9
3 Mrs. Anupa Amit Khemani 8
4 Mr. Dhiraj Ashok Khandelwal 4
5 Mr. Amit Mahavirprasad Jain 4

EXTRA ORDINARY GENERAL MEETING

During the year under review one extra ordinary general meeting of members of theCompany was held on 10.01.2017 where 8 members were present.

COMMITTEES OF BOARD

Currently the Board has three committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. All committees constituteproper composition of Independent Directors as mentioned in relevant provisions ofCompanies Act 2013.

1. Audit Committee

Sr. No. Name of Director Designation Category
1 Mr. Dhiraj Khandelwal Non executive Independent Director Chairman
2 Mr. Amit Jain Non executive Independent Director Member
3 Mr. Amit Khemani Director Member

2. Nomination and Remuneration Committee

Sr. No. Name of Director Designation Category
1 Mr. Amit Jain Non executive Independent Director Chairman
2 Mr. Dhiraj Khandelwal Non executive Independent Director Member
3 Mr. Anupa Khemani Non executive Director Member

3. Stakeholders Relationship Committee

Sr. No. Name of Director Designation Category
1 Mr. Dhiraj khandelwal Non executive Independent Director Chairman
2 Mr. Amit Jain Non executive Independent Director Member
3 Mr. Vijaykumar Khemani Managing Director Member

PARTICUALRS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5(1) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report as "Annexure A".Further no employee of the Company was employed during the year drawing remunerationexceeding the limits as prescribed under Rule 5(2) of the(Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence the information under Rule 5(2) is notapplicable.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 as "Annexure A" as requiredunder section 134(3) (a) of the Companies Act 2013 is annexed with this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on an arm’s lengthbasis. Further during the year the Company had not entered into any contract /arrangement /transaction with related parties covered under sub-section (1) of section 188of the Companies Act 213 which could be considered material in accordance with the policyof the Company on materiality of related party transactions. Therefore form AOC-2 as"Annexure-B" annexed with this report is NIL. The details of the related partytransactions as required under Accounting Standard-18 are set out in note to the financialstatements forming part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees given and investments made by the Company during F.Y.2017 pursuant to the provisions of Section 186 of the Companies Act 2013 and Schedule Vof the Listing Regulations are given in the note to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of the Regulation 34(e) of SEBI (LODR) Regulations 2015 ManagementDiscussion and Analysis is set out in the Annual Report as "Annexure C".

NOMINATION AND REMUNERATION POLICY

Company has framed Draft Nomination and Remuneration policy which is about to adoptedby Board of Directors.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanismfor employees to report violations and assure them of the process that will be followed toaddress the reported violation.

RISK MANAGEMENT POLICY

The assessment of the risks covers Strategy Technology Financial Operations &Systems Legal & Regulatory and Human Resources Risks. There is appropriate assuranceand monitoring mechanism in place to monitor the effectiveness of the risk management.Further company is in the process of developing risk management framework to implement andadhere to the policy to mitigate risk avoid risk or take risk that cannot be mitigate oravoid for the benefit of the company’s business and growth.

CORPORATE SOCIAL RESPONSIBILITY

Company is in process of spending CSR amount as it is applicable after 31stMarch 2017.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCETO THE FINANCIAL STATEMENTS

There is an adequate internal control procedure commensurate with the size of thecompany and nature of the business for the purchase of inventory fixed assets and for thesale of goods or services.

CORPORATE GOVERNANCE

Your company is being SME Company and listed on SEM exchange of BSE Limited. Thereforepursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the compliance with corporate governance as specified in regulation 17to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C D and E ofSchedule V shall not apply.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating 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 as at 31st March 2017 and of the profit/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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

1. Conservation of Energy: a) The Company is not in manufacturing sector thereforecompany has not adopted proper criteria for conservation of energy although company iscommitted to optimum utilization and maximum possible savings of energy. b) No specificinvestment has been made in reduction in energy consumption.

2. Technology Absorption

The Company has no activity relating to technology absorption.

3. Foreign Exchange Earnings/ Outgo:

Company is not in the activity of import and export of goods therefore it has not anyforeign earning and outgo as on 31st March 2017.

BOARD EVALUATION

During the year under review Board of directors met eleven time and their performancewere satisfactory.

SECRETARIAL AUDIT REPORT

The Board had appointed Mrs. Richa Goyal Practicing Company Secretaries Surat asSecretarial Auditor pursuant to the provisions of Section 204 of the Companies Act 2013.The Report of the Secretarial Auditor Form MR-3 is annexed to the Report as per"Annexure D"

STATUTORY AUDITORS & AUDITOR’S REMARKS

M/s C. P. Jaria & Co. Chartered Accountants (Firm registration No.104058W) Suratwere appointed as Statutory Auditors of the Company for the financial year ending 31stMarch 2017 to hold office of the Auditors of the Company till the conclusion of theensuing Annual General Meeting. They being eligible offer themselves for re-appointment.The auditor’s report on the accounts for the period ended on31st March 2017 isself-explanatory therefore it does not require any further explanation/clarification. TheAuditors Report for the year under review does not contain any reservationsqualifications or adverse remarks.

ACKNOWLEDGMENT

Yours Directors place on record their sincere appreciation for the assistance andsupport received to the Company from the Shareholders Banks Consultants Auditors andClients of the Company. Yours directors express their appreciation for dedicated andsincere services rendered by the employees of the Company.

For and on behalf of the Board
Khemani Distributors & Marketing Limited
Sd/- Sd/-
AmitKhemani Vijay Khemani
Date: 06/09/2017 Whole Time Director Managing Director
Place: Surat DIN: 02227413 DIN: 02227389