To the Members
The Directors have pleasure in presentingtheirAnnualReport and Audited Statement ofAccounts of the Company for the year ended 31 st March 2017.
PERFORMANCE AT A GLANCE:
|PARTICULARS ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Income ||2133230 ||2622993 |
|Profit/ (Loss) Before Depreciation Tax & Financial || || |
|Expenses ||(457240) ||746622 |
|Financial Expenses ||0 ||0 |
|Depreciation ||301958 ||1719707 |
|Profit/(Loss) Before Tax ||(759198) ||(973085) |
|Tax expenses || || |
|a. Current Tax ||0 ||0 |
|b. Deferred Tax ||0 ||0 |
|Profit/(Loss) for the year ||(759198) ||(973085) |
THE STATE OF THE COMPANY'S AFFAIRS
During the financial year the Company has not carried out any commercial activitiesand reported a loss before Tax of Rs.759198/=
Board Meetings & Attendance at Board meetings :
The Board of Directors met Nine times during this financial year and the dates are asfollows:
|S.No. ||Date of Board Meeting ||Board Strength ||No. of Directors Present |
|1 ||29.04.2016 ||4 ||3 |
|2 ||16.06.2016 ||4 ||3 |
|3 ||30.07.2016 ||3 ||2 |
|4 ||12.08.2016 ||3 ||2 |
|5 ||29.08.2016 ||3 ||2 |
|6 ||01.09.2016 ||3 ||2 |
|7 ||27.09.2016 ||3 ||2 .. |
|8 ||31.10.2016 ||3 ||2 |
|9 ||31.01.2017 ||3 ||3 |
EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given in Annexure.
DECLARATION BY INDEPENDENT DIRECTORS
The Declaration pursuant to the provisions of sub- section (6) of section 149 of theCompanies Act 2013 has obtained from Independent Director.
M/s. N. Viswanathan & Co.have been recommended to be appointed as the StatutoryAuditors of the Company from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting subject to ratification by shareholders ineach subsequent Annual General Meeting.
Pursuant to Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr.Santhosh Kumar Ramadurai Practicing Company Secretary (C.P.No. 13906) toundertake the Secretarial Audit of the Company for Financial Year 2016-17. The SecretarialAudit Report was placed before the Board on 28th August 2017 is attached as Annexure-ll.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year. TheCompany has made an inter corporatedeposit of Rs.85 lakhs to M/s. Golden Vats Private Ltd.on temporary basis to meet out the necessary expenditures of the company. The terms ofDeposit are not prejudice to the interest of the company.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
No companies have become or ceased to be Subsidiaries Associate or Joint Venturesduring the year.
PARTICULARS OF EMPLOYEES:
None of the employees were in receipt of remuneration of more than Rs.7200000/- Perannum or Rs.600000/- per month where employed for part of the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
No contracts or arrangements entered with Related Parties referred in Section 188(1) ofthe Companies Act 2013
No Dividend has been recommended by the Board in view of losses suffered by the Companyin FY 2016-17.
TRANSFER TO RESERVES:
As the company has suffered loss there are no transfers made to Reserves & Surplusduring the year under review.
MATERIAL CHANGES & COMMITMENTS:
There is no change in the nature of business of the company during the year. There areno material changes and commitments in the business operations of the company since theclose of the financial year on 31 st March 2017 to the date of this report.
RISK MANAGEMENT POLICY:
The Company has Business Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
Matters to be included as per rule 8 of the Companies (Accounts! Rules. 2014
|1. Conservation of Energy ||Nil |
|2. Technology absorption ||Nil |
|3. Foreign exchange earnings ||Nil |
|4. Foreign exchange Outgo ||Nil |
|5. Change in nature of business ||There is no change in the'nature of business of the company. . |
|6. The details of Directors or key managerial personnel who were appointed or have resigned during the year: ||Nil |
|7. The details relating to deposits: ||Nil |
|8. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations if future: ||Nil |
|9. The details in respect of adequacy of internal financial controls with reference to the Financial Statements. ||The company has adequate arrangement for Internal financial controls. |
|10. Disclosure of CSR policy: ||Not applicable |
COMPOS TION OF COMMITTEES OF BOARD:
The Company is yet to Constitute Committees under section 177 & 178 of theCompanies Act 2013. Therefore Company is taking steps to constitute Committees in theupcoming financial year.
The Company has not accepted deposits during the year and there are no public depositsfallen due for payment and claimed but not paid as on 31 st March 2017. The total amountof deposit outstanding as at 31 st March 2017 was Nil. DETAILS OF ADEQUACY OF INTERNALFINANCIAL CONTROLS:
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. To maintain its objecti vity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.During the year such controls were tested and no reportable material weaknesses in theoperations were observed.
FORMAL ANNUAL EVALUATION:
The Board has carried out the annual performance evaluation of its own performance andthe Directors individually after taking into consideration inputs received from theDirectors covering various aspects on the Boards' functioning such as adequacy of thecomposition of the Board and its Committees performance of specific duties obligationsand governance.' The Directors expressed their satisfaction with the overall evaluationprocess.
RATIO OF REMUNERATION TO EACH DIRECTOR:
No Remuneration was paid to the Directors.
REPORT ON CORPORATE GOVERNANCE:-
Since the company does not have any operations and due to financial difficulties thecompany was unable to comply with the Corporate Governance requirements.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There is no qualification reservations or adverse remarks or disclaimers made by theAuditors on financial statements referred to in the Auditor Report.
QUALIFICATIONS IN SECRETARIAL AUDIT REPORT AND THE DIRECTORS REPLY:
During the year under review the Company has not complied with the applicable clausesof the Listing agreement and other SEBI Regulations and the Company has not traded withthe Stock Exchanges during the year uhder review.
The Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.
The requirement of appointment of Independent Directors under section 149 (3) read withrule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014 is yet tobe complied with.
The Company has not complied with the provisions of the Companies Act 2013 withrespect to constitution of Audit Committee Nomination and Remuneration Committee StakeHolder Relationship Committee.
The Company has not complied with the provisions of the Companies Act 2013 withrespect to appointment of Key Managerial Personnel as required under section 203 ofCompanies Act 2013 read with rules 8 & 8A of Companies (Appointment and remunerationof Managerial Personnel) Rules 2014.
The Company is yet to appoint Internal Auditor as required under section 138 of theCompanies Act 2013 read with rule 13of the Companies (Accounts) Rules 2014.
Reply To Secretarial Audit Report Qualifications:
The Company is not carried out any Commercial activity during the year under review andhas incurred losses.
The Bombay Stock Exchange has delisted our company vide its letter dated 16/08/2016without considering the representation made by the Company vide letter dated 14.06.2016.Since the company has already submitted its representation to reconsider the abovedecision taken by the BSE. We trust the Company will get a favorable order.
The Company are in the process of rectification of the lapses noted in the SecretarialAudit Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibitions Redressal)Act 2013.
Company shares have been compulsory delisted by Bombay Stock Exchange vide is orderdated 16.8.2016. Hence company is now taking steps to pay off the public shareholdingafter giving effect to accumulated losses in pursuant section 66 of the Companies Act2013by way of reduction capital subject to approval from NCLT and shareholders of theCompany.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there is no material deviation there from:
(b) Reasonable and prudent accounting policies have been applied in the preparation ofthe financial statements that they have been consistently applied and that reasonableprudent judgment and estimates have been made in respect of items not concluded by theyear end so as to give a true and fair view of the state of affairs of the Company as at31 st March 2017 and of the Loss for the year ended on that date. .
(c) Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.
(d) The financial statements have been prepared on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating efficiently.
Your Company is grateful for the co-operation and assistance extended by variousDepartments of Government of Tamil Nadu and Government of India. The Board also wishes toplace on record its appreciation of the dedicated services of our Consultants employeesand other members of the Company. The Board also places on record its sincere appreciationto the Shareholders for reposing faith in the management of the Company. .
|Place: Chennai ||For Kings India Chemicals Corporation Limited |
|Date: 28.08.2017 ||G. Natarajan |
| ||Chairman |