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KLG Capital Services Ltd.

BSE: 530771 Sector: Financials
NSE: N.A. ISIN Code: INE929C01018
BSE 00:00 | 05 Dec 11.36 0
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10.80

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11.36

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NSE 05:30 | 01 Jan KLG Capital Services Ltd
OPEN 10.80
PREVIOUS CLOSE 11.36
VOLUME 19
52-Week high 12.72
52-Week low 9.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.80
CLOSE 11.36
VOLUME 19
52-Week high 12.72
52-Week low 9.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KLG Capital Services Ltd. (KLGCAPITAL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 27th Annual Report of KLG Capital SecuritiesLimited (‘Company') together with the Audited Financial Statements for the year endedMarch 312021.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 312021 issummarized below:

(Rupees In Lacs)

Particulars 2020-2021 2019-20
Total Income 76.83 86.66
Less: Expenditure 70.86 88.54
Profit/(Loss) before Depreciation & Tax 5.97 (1.88)
Less: Depreciation 0.00 0.00
Profit before Tax 5.97 (1.88)
Less: Taxes 1.67 0.70
Profit after Tax 4.29 (2.57)
Less: Transfer to Statutory Reserve Account as per Section 45-IC of the Reserve Bank of India Act 1934 - -
Balance carried forward to Balance Sheet 4.29 (2.57)

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. 76.83 Lacs as compared to theincome of Rs.86.66 Lacs during the previous financial year. The profit after tax as onMarch 312021 amounted to Rs. 4.29 Lacs as against loss of Rs. 2.57 Lacs during theprevious financial year.

Impact of COVID-19 on business

As in case of all other businesses and companies all over the world the business ofthe Company has also been impacted due to COVID-19 pandemic for the FY 2020-21.Notwithstanding the same the Company is highly optimistic about the country's economicrevival as well as the Company's own business activities.

Dividend

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

Transfer to Reserves

During the year under review no amount has been transferred to Statutory ReserveAccount as prescribed by section 45-IC of the Reserve Bank 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 as requiredunder 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

From April 012019 IND-AS is applicable to your Company apart from this there have beenno material changes and commitments occurred between the end of financial year of theCompany and the date of this report affecting the financial position of the Company as atMarch 312021.

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 Financial Statements.Also pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI Regulations') the particulars of Loans/Advances given toSubsidiaries have been disclosed in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions (RPTs) are placed on a quarterly basis before the AuditCommittee and before the Board for approval. Prior omnibus approval of the Audit and theBoard is obtained for the transactions which are of a foreseeable and repetitive nature.

All RPTs entered during the year were in Ordinary Course of the Business and on Arm'sLength basis. No Material RPTs entered during the year as per Section 188 of the Actwhich require approval of the member. The disclosures on RPTs are made in the Notes to theFinancial Statements of the Company. Hence the Company has nothing to report in FormAOC-2 and the same is not annexed.

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 the Company has one Wholly Owned Subsidiary Companynamely KLG 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 the Act.

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 to the overall performance of the Company is reflectedthrough the Consolidated Financial Statements.

Details of Directors and Key Managerial Personnel

Mr. Chintan Chheda is appointed as Additional Director and Ms. Priyanka Gandhi resignedas Director of the Company due to pre-occupation w.e.f November 13 2020.

Pursuant to the provisions of Section 152 of the Act Mr. Chintan Chheda (DIN:08098371) retires by rotation at ensuing AGM and being eligible offers himself forre-appointment.

Ms. Avni Garnara is appointed as the Company Secretary under the category of Whole-timeKey Managerial Personnel of the Company w.e.f August 11 2020 and later on resigned asCompany Secretary w.e.f February 08 2021. Further Mr. Chandan Chetnani is appointed asthe Company Secretary under the category of Whole-time Key Managerial Personnel of theCompany w.e.f August 112021.

In terms of provisions of Section 203 of the Act as on March 312021 Mr. ChakradharDas Manager and Mr. Ankit Pratap Singh Chief Financial Officer are the KMP's of theCompany.

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

During the year under review the Independent Directors Mr. J. Alexander Ms. GayathriRamachandran and Mr. V. Ramanan met without the attendance of Non- Independent Directorsand the members of the Management. The Independent Directors inter alia reviewed theperformance of Non- Independent Directors and the Board as a whole; the performance of theChairman of the Company and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Performance Evaluation

The Companies Act 2013 stipulates the performance Evaluation of the Directors Boardand its Committees. The Company has devised the criteria for performance evaluation afterapproval by the Nomination & Remuneration Committee/Board of Directors on the basis ofwhich the annual performance evaluation of the Directors Board and Board Committees hasbeen carried out. The criteria for performance evaluation of Independent Directors aremainly devised based upon the parameter for professional conduct role functions andduties laid under Schedule IV to the Act. The Evaluation process focused on variousaspects of the functioning of the Board and its Committees such as composition of theBoard and Committees participation in discussions etc. Performance evaluation ofindividual Directors was on parameters such as attendance contribution constructive andactive participation 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 Chairperson of the Company and assessed the quality quantity andtimeliness of flow of 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 312021 and of the profit andloss 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 2020-21 four meetings of the Board of Directors of thecompany were held on July 08 2020 September 112020 November 13 2020 and February 122021. The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days.

The attendance of each Director at the said Board Meetings for FY 2020-21 is givenbelow:

Name of the Directors No. of Board Meetings Held [Refer Note (i)] No. of Board Meetings attended
Ms. Gayathri Ramachandran 4 4
Mr. J. Alexander 4 3
Mr. V. Ramanan 4 3
Ms. Priyanka Gandhi* 3 2
Mr. Chintan Chheda* 2 2

Note: (i) No. of Board Meetings held reflects the no. of meetings held in the tenure ofthe concerned Director in financial year 2020-21.

* Mr. Chintan Chheda is appointed as a Director and Ms. Priyanka Gandhi resigned asDirector w.e.f November 13 2020.

Audit Committee

As on March 31 2021 the Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr. J.Alexander Ms. Gayathri Ramachandran and Mr. Chintan Chheda as Members. All therecommendations made by the 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 July 08 2020 September 112020 November 112020 andFebruary 12 2021.

The attendance of each Director at the said Committee Meetings for FY 2020-21 is givenbelow:

Name of the Directors No. of Committee Meetings held [Refer Note (i)] No. of Committee Meetings Attended
Mr. V. Ramanan 4 3
Mr. J. Alexander 4 3
Ms. Gayathri Ramachandran 4 4
Ms. Priyanka Gandhi* 3 1
Mr. Chintan Chheda* 1 1

Note: (i) No. of Meetings held reflects the no. of meetings held in the tenure of theconcerned Director in financial year 2020-21. *Mr. Chintan Chheda is appointed as Memberand Ms. Priyanka Gandhi resigned as Member w.e.f November 13 2020. Nomination andRemuneration Committee:

As on March 312021 the Nomination and Remuneration Committee comprises of Ms. GayathriRamachandran (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 12 2021.

The attendance of each director at the said Committee meetings for FY 2020-21 is givenbelow:

Name of the Directors No. of Committee Meetings held [Refer Note (i)l No. of Committee Meetings Attended
Ms. Gayathri Ramachandran 1 1
Mr. J. Alexander 1 1
Mr. V. Ramanan 1 1

Note: (i) No. of Committee Meetings held reflects the no. of meetings held in thetenure of the concerned Director in financial year 2020-21.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Chintan Chheda (Chairman) Mr.J. Alexander and Mr. V. Ramanan as Members. As per Regulation 15 of SEBI Regulations thecompliance with Corporate Governance provisions is not applicable to the meeting nomeeting is conducted in FY 2020-21.

Statutory Auditors:

As per the provisions of Section 139 of the Act the term office of M/s. Batra Sapra& Co. Chartered Accountants (Firm Registration No. 000103N) the Statutory Auditorsof the Company will conclude from the close of the forthcoming Annual General Meeting ofthe Company. The Board of Directors places on record its appreciation for the servicesrendered by M/s. Batra Sapra & Co. Chartered Accountants as the Statutory Auditorsof the Company.

As required under the provisions of Section 139(1) of the Act the Company has receivedwritten consent from M/s. Bharat Shah & Associates Chartered Accountants bearing FirmRegistration No.101249W informing that their appointment if made would be in accordanceof the provisions of the Act read with the Rule 4 (2) of the Companies (Audit andAuditors) Rules 2014 and that they satisfy the criteria provided in Section 141 of theAct.

Members attention is drawn to a resolution proposing the appointment of the M/s BharatShah & Associates Chartered Accountants bearing Firm Registration No.101249W asStatutory Auditors of the Company for a period of five years until the conclusion of 32thAGM to be held in the year 2026 which is included in the item no. 3 of the Noticeconvening Annual General Meeting.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 312021 does not contain any qualification. The observation in theAuditor's Report by M/s. Batra Sapra & Co. Chartered Accountants have been dealt within the relevant Notes to Accounts which are self - explanatory.

Internal Auditors:

Looking the size and nature of the business Board of Directors in their meeting heldon February 12 2021 decided to appoint Mr. Ankit Singh Chief Financial Officer Employeeof the Company as Internal Auditor of the Company pursuant to Section 138 of the Act. TheAudit Committee reviewed the Internal audit Report.

Secretarial Auditor:

Pursuant to Section 204 of the Act the Board has appointed M/s. Jaisal Mohatta &Associates Practicing Company Secretary Mumbai as its Secretarial Auditors to conductthe Secretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport for the financial year ended March 31 2021 is as annexed to this report asAnnexure II. There has been a delay/non-filing of a form/returns due to unavailability ofrequisite information/technical issues/ documents. With respect to other observation theSecretarial Audit Report is self-explanatory and have been addressed under the specificheading in the later part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI Regulations read with Schedule V of the said Regulationsforms 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 Management Discussion and Analysis (MDA) Report forming part of theBoard'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 Mr.J. Alexander and Mr. V. Ramanan as Members. The Nomination and Remuneration Policyrecommended by the Nomination and Remuneration Committee is duly approved by the Board ofDirectors of the Company and is annexed to this Report 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 Company between1100 hours to 1300 hours on all working days expect Saturday up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard. Upon such request theinformation will be made 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.

Listing Fees

The Company is yet to pay Annual Listing Fees (ALF) of BSE Limited for FY 2020-21 &FY 2021-22. For the said non payment the Company has received the reminders for thepayment of such ALF and in case of non payment of ALF for FY 2020-21 necessary actionshall be taken under the applicable statute.

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 cooperation. YourDirectors appreciate the contribution made by the employees of the Company and acknowledgetheir hard work and dedication. Your Directors are also deeply grateful to the Members forthe confidence and faith that they have always placed in the Company.

Registered Office SKIL House 209 Bank Street Cross Lane Fort Mumbai - 400 023 By Order of the Board of Directors For KLG Capital Services Limited
Tel: +91-22-66199000 Fax: +91-22-22696023 CIN: L67120MH1994PLC218169 Website: www.klgcapital.com E-mail: company.secretary@klgcapital.com Gayathri Ramachandran Chairperson DIN:02872723
Place: Mumbai Date: August 112021

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