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KLG Capital Services Ltd.

BSE: 530771 Sector: Financials
NSE: N.A. ISIN Code: INE929C01018
BSE 14:31 | 28 Oct 12.29 0.50
(4.24%)
OPEN

12.29

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12.29

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12.29

NSE 05:30 | 01 Jan KLG Capital Services Ltd
OPEN 12.29
PREVIOUS CLOSE 11.79
VOLUME 2
52-Week high 14.12
52-Week low 4.35
P/E 15.76
Mkt Cap.(Rs cr) 4
Buy Price 11.79
Buy Qty 1.00
Sell Price 12.20
Sell Qty 10.00
OPEN 12.29
CLOSE 11.79
VOLUME 2
52-Week high 14.12
52-Week low 4.35
P/E 15.76
Mkt Cap.(Rs cr) 4
Buy Price 11.79
Buy Qty 1.00
Sell Price 12.20
Sell Qty 10.00

KLG Capital Services Ltd. (KLGCAPITAL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 25th Annual Report of KLG CapitalSecurities Limited (‘Company') together with the Audited Financial Statements for theyear ended March 31 2019.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31 2019 issummarized below:

(Rupees In Lacs)
Particulars 2018-19 2017-18
Total Income 98.42 90.39
Less: Expenditure 86.97 21.11
Profit/(Loss) before Depreciation & Tax 11.45 69.27
Less: Depreciation 0.00 0.00
Profit before Tax 11.45 69.27
Less: Taxes 4.5 16.03
Profit after Tax 6.95 53.24
Less: Transfer to Statutory Reserve Account as per Section 45-IC of the 1.39 10.64
Reserve Bank of India Act 1934
Balance carried forward to Balance Sheet 5.56 42.60

Note: Previous year's figures are regrouped/rearranged wherever necessary.

Review of Company's Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the yearunder review the Company has earned total income of Rs. 98.42 Lacs as compared to theincome of Rs. 90.39 Lacs during the previous financial year. The profit after tax as onMarch 31 2019 amounted to Rs.6.95 Lacs as against profit of Rs. 53.24 Lacs during theprevious financial year.

Dividend

With a view to conserve resources your Directors do not recommend dividend for theyear under review.

Reserves

During the year under review Rs. 1.39 Lacs (Previous year Rs.10.64 Lacs) aretransferred to Statutory Reserve Account as prescribed by section 45-IC of the ReserveBank of India Act 1934 being 20% of the profits after taxes for the year.

Extract of Annual Return

The extract of Annual Return in the Form MGT- 9 as required under Section 92(3) of theAct as prescribed in Rule 12 of the Companies (Management and Administration) Rules 2014is enclosed as Annexure I to this Report. The Annual Return in Form MGT-7 asrequired under Section 92 (3) of the Act is available on the website of the Company viz.www.klgcapital.com./investor-desk-annual-report.php

Material Changes and Commitments:

No material changes and commitments have occurred between the end of financial year ofthe Company and the date of this report affecting the financial position of the Company asat March 31 2019.

Particulars of Loan Guarantees and Investments

Details of Loans Guarantees and Investment covered under the provisions of Section 186of the Companies Act 2013 (‘Act') are given in the notes to the FinancialStatements. Also pursuant to Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘SEBI Regulations') the particulars ofLoans/Advances given to Subsidiaries have been disclosed in the notes to the FinancialStatements.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Hence the Company has nothing to report in Form AOC-2 and the same is notannexed. The details of other related party transactions are given in the Notes to theFinancial Statement.

Deposits

During the year under review the Company had not accepted any deposits within themeaning of Section 73 of the Act and rules made thereunder.

Details of Subsidiaries Company

During the year under review Company has one Wholly Owned Subsidiary Company namelyKLG Stock Brokers Private Limited ("KSBPL"). KSBPL is a Deposit Based TradingMember of Cash and Equity Derivatives Segments of BSE Limited. However it is yet tocommence Business. There are no associate companies within the meaning of 2(6) of theCompanies Act 2013.

The performance and financial position of the Subsidiary Company included in theconsolidated financial statement is provided in accordance with the provisions of Section129 read with Rule 5 of the Companies (Accounts) Rules 2014 as a separate statementannexed to the Notes to Financial Statements in Form AOC-1 and hence not repeated here forsake of brevity.

The contribution of Subsidiary toreflectedthrough the Consolidated Financialoverall performance of the Company is Statements.

Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Act Mr. Nilesh Mehta (DIN: 02101502)retires by rotation at ensuing AGM and being eligible offers himself for re-appointment.Mr. J. Alexander (DIN: 00485766) Ms. Gayathri Ramachandran (DIN: 02872723) and Mr. V.Ramanan (DIN: 02754562) has been re-appointed as an Additional (Independent) Directorswith effect from May 28 2019 May 30 2019 and September 30 2019 respectively and holdthe office upto the date of ensuing AGM. Appropriate Resolution are being proposed at theensuing AGM to re-appoint them for a second term of five consecutive years as contemplatedunder Section 149 of the Act and they shall not be liable retire by rotation.

Brief profiles of the Directors proposed to be re-appointed is provided in Exhibit tothe Notice of ensuing AGM. The Board of Directors recommends reappointment of theaforesaid Directors at the ensuing AGM. In terms of provisions of Act Mr. Chakradhar DasManager and Mr. Ankit Pratap Singh Chief Financial Officer are the KMP's of the Company.

Ms. Avni Garnara ceased to be Whole-time Key Managerial Personnel of the Company underthe category of Company Secretary with effect from May 07 2019.

Declaration by the Independent Directors

The Company has received necessary declarations from each Independent Directors underSection 149(7) of the Act that he/ she meets the criteria of independence laid down inSection 149(6) of the Act and SEBI Regulations.

Independent Director's Meetings

The Independent Directors Mr. J. Alexander Mr. V. Ramanan and Ms. GayathriRamachandran met without the attendance of Non- Independent Directors and the members ofthe Management. The Independent Directors inter alia reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of theCompany and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Performance Evaluation

The Act stipulates the performance Evaluation of the Directors Board and itsCommittees. The Company has devised the criteria for performance evaluation after approvalby the Nomination & Remuneration Committee/Board of Directors on the basis of whichthe annual performance evaluation of the Directors Board and Board Committees has beencarried out.

The criteria for performance evaluation of Independent Directors are mainly devisedbased upon the parameter for professional conduct role functions and duties laid underSchedule IV to the Act. The Evaluation process focused on various aspects of thefunctioning of the Board and its Committees such as composition of the Board andCommittees participation in discussions etc. Performance evaluation of individualDirectors was on parameters such as attendance contribution constructive and activeparticipation etc.

The Independent Directors at their separate Meeting evaluated the performance of Non-Independent Directors including Chairperson of the Company and the Board as a whole; theperformance of the Chairman of the Company and assessed the quality quantity andtimeliness of flowof information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. Theperformance of all directors was also evaluated by the Nomination and RemunerationCommittee.

The Board of Directors considered the performance evaluation of the Directors Boardand Board Committees. The performance evaluation of the Independent Directors was carriedout by the entire Board excluding the concerned Director being evaluated.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3) (c) and Section 134(5) of the Actyour Directors confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 March 31 2019 and of the profitand 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 Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; (d)The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Number of Board Meetings

During the Financial Year 2018-19 four meetings of the Board of Directors of thecompany were held on May 28 2018 August 14 2018 November 13 2018 and February 112019. The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days.

Additionally committee meetings were held during the financial year including AuditCommittee which met four times during the year.

The attendance of each Director at the said Board Meetings is given below:

Name of the Directors No. of Board Meetings Held No. of Board Meetings attended
Ms. Gayathri Ramachandran 4 4
Ms. Priyanka Gandhi 4 1
Mr. V. Ramanan 4 4
Mr. J. Alexander 4 4
Mr. Nilesh Mehta 4 4

Audit Committee

The Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr. J. Alexander Ms.Gayathri Ramachandran and Mr. Nilesh Mehta as Members. All the recommendations made bythe Audit Committee were accepted by the Board.

The Audit Committee met four times during the financial year under review. The meetingsof the Committee were held on May 28 2018 August 14 2018 November 13 2018 andFebruary 11 2019.

The attendance of each Director at the said Committee Meetings is given below:

Name of the Directors No. of Committee Meetings held No. of Committee Meetings Attended
Mr. V. Ramanan 4 4
Mr. J. Alexander 4 4
Ms. Gayathri Ramachandran 4 4
Mr. Nilesh Mehta 4 4

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Ms. Gayathri Ramachandran(Chairperson) Mr. J. Alexander and Mr. V. Ramanan as Members.

The Nomination and Remuneration Committee met once during the financial year underreview. The meeting of the Committee was held on February 11 2019.

The attendance of each director at the said Committee meetings is given below:

Name of the Directors No. of Committee Meetings held No. of Committee Meetings Attended
Ms. Gayathri Ramachandran 1 1
Mr. J. Alexander 1 1
Mr. V. Ramanan 1 1

Stakeholders Relationship Committee:

During the Financial year 2018-19 no meeting of the Stakeholders RelationshipCommittee was held.

Statutory Auditors:

As per the provision of Section 139 of the Act the term of office of M/s. NBS &co. Chartered Accountants (Firm Registration No.110100W) the Statutory Auditors of theCompany will conclude from the close of forthcoming AGM of the Company.

The Board of Director places on record its appreciation for the services rendered byM/s. NBS & Co. Chartered Accountants as the Statutory Auditors of the Company.

As required under the provisions of Section 139(1) of the Act the Company has receivedwritten consent from M/s. Batra Sapra & Co. Chartered Accountants bearing FirmRegistration No.000103N informing that their appointment if made would be in accordanceof the provision of the Act read with Rule 4 (2) of the Companies (Audit and Auditor)Rules 2014 and that they satisfy the criteria provided in Section 141 of the Act.

Member attention is drawn to a resolution proposing the appointment of the M/s. BatraSapra & Co. Chartered Accountants bearing Firm Registration No. 000103N as StatutoryAuditor of the Company which is included in the item no. 3 of the Notice convening AGM.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 31 2019 does not contain any qualification. The observation in theAuditor's Report by M/s. NBS & Co. Chartered Accountants have been dealt with in therelevant Notes to Accounts which are self - explanatory.

Internal auditors:

M/s. Sanjay Vijay & Associates Chartered Accountants Mumbai have been appointedas Internal Auditors for conducting internal audit of the Company. The Internal Auditorsindependently evaluate the internal controls systems monitor implementation of theaccounting systems & procedures and statutory compliances. The Audit Committeeperiodically reviews the reports of the Internal Auditors.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act 2013 the Board has appointed M/s. JaisalMohatta & Associates Practicing Company Secretary Mumbai as its SecretarialAuditors to conduct the Secretarial Audit of the Company for the financial year 2018-19.The Secretarial Audit Report for the financial year ended March 31 2019 is as annexed tothis report as Annexure II. There are no qualifications made by the SecretarialAuditor in the Report. The observation in Secretarial Auditor Report is self explanatory.

Management Discussion and Analysis

The Management Discussion and Analysis (‘MDA') Report for the year under review asstipulated under Regulation 34 of SEBI Regulations read with Schedule V of the saidRegulations forms part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has internal control systems commensurate with the size scale andcomplexity of its operations. The Audit Committee monitors and evaluates the efficacy andadequacy of internal control systems in the Company.

The Company has in place adequate internal financial controls with reference toFinancial Statements. The report of the Statutory Auditors states about the existence ofadequate internal financial control systems and its operating effectiveness. During theyear no reportable material weakness in the design or operation was observed in theinternal financial controls.

Managerial Remuneration

Disclosures of the ratios of the remuneration of each director to the median employee'sremuneration details as required pursuant to Section 197(2) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed to this Report as Annexure III.

None of the Directors of the Company are in receipt of any commission from the Companyor from any Subsidiary of the Company. The details of remuneration paid to the Directorsof the Company are given in Extract of Annual Return.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Act and Listing Regulations theCompany has already in place a Risk Management Policy. The Company has a robust RiskManagement framework to safeguard the organization from various risks through adequate andtimely actions. It is designed to anticipate evaluate and mitigate risks in order tominimize its impact on the business. The elements of risk as identified for the Companyare set out in the MDA Report forming part of the Board's Report.

Significant & Material Orders Passed By the Regulators or Courts Or Tribunal

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status and company's operations in futureexcept as otherwise disclosed in this report.

Nomination & Remuneration Policy

The Nomination and Remuneration Committee comprises of Ms. Gayathri Ramachandran(Chairperson) Mr. J. Alexander and Mr. V. Ramanan as Members. The terms of reference ofthe Committee are given in the Report on Corporate Governance of the Company.

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and is annexed to thisReport as Annexure IV.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages theWhistle Blower to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The mechanismprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases.

Sexual Harassment

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

Particulars of Employees

In terms of Section 136 of the Act the Annual Report and Financial Statements arebeing sent to the Members of the Company and others entitled thereto excluding theinformation pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. Particulars in this regard if any will be madeavailable for inspection by the Members at the Registered Office of the Companybetween1100 hours to 1300 hours on all working days expect Saturday up to the date of theensuing AGM. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard. Upon such request the information will bemade available.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business of the Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption as required under the Companies (Accounts) Rules 2014 for the year underreview. Further the Foreign Exchange Earnings during the year under review and theForeign Exchange Outgo is Nil.

Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Act relating to Corporate Social Responsibilityare not applicable to the Company.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia and other regulatory authorities for their consistent support and co-operation.Your Directors appreciate the contribution made by the employees of the Company andacknowledge their hard work and dedication. Your Directors are also deeply grateful to theMembers for the confidence and faith that they have always placed in the Company.

Registered Office By Order of the Board of Directors
SKIL House 209 Bank Street Cross Lane For KLG Capital Services Limited
Fort Mumbai - 400 023
Tel: +91-22-66199000 Fax: +91-22-22696023 Gayathri Ramachandran
CIN: L67120MH1994PLC218169 Chairperson
Website: www.klgcapital.com DIN:02872723
E-mail: company.secretary@klgcapital.com
Place: Mumbai
Date: September 03 2019

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