Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended on 31stMarch 2017.
1. FINANCIAL RESULTS
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
The Company's financial performance is given hereunder.
| || ||(Amount in Rs.) |
|Particulars ||Financial Year ended 31.03.2017 ||Financial Year ended 31.03.2016 |
|Sales & other income ||29.00 ||800.00 |
|Profit before tax ||(2088150.00) ||(2610500.00) |
|Less Provision of Tax ||(157843.00) ||(806335.00) |
|Profit after tax ||(2245964.00) ||(1804165.00) |
|Appropriations: || || |
|Equity Dividend || || |
|(i) Interim ||- ||- |
|(ii) Final ||- ||- |
|Corporate Tax on Dividend || || |
|(i) Interim ||- ||- |
|(ii) Final ||- ||- |
|Transfer from Debenture Redemption Reserve ||- ||- |
|Balance of profit brought forward from previous year ||(14386466.00) ||(12582301.00) |
|Balance carried to Balance Sheet ||(16632430.00) ||(14386465.00) |
During the year the company has incurred a loss of Rs. 2245964.00/- .
The Board has not recommended any dividend for the year ended March 31 2017.
No amount is proposed to be transferred to General Reserves for the financial year2016-17.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR
The Company is engaged in the business of corporate advisory services. During the yearunder review the Company has incurred loss of Rs. 2245964/-. The performance of theCompany is expected to be better in the coming years.
Corporate Advisory Services and Capital Market Activities.
The Company has not initiated any new project during the financial year under review.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the financial yearunder review.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which the statements relate on the dateof this report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness was observed.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/ Joint Ventures/Associate Companies.
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATESAND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
The Company has no Subsidiary/ Joint Ventures/Associate Companies.
The Company has not accepted any deposits during the financial year under review.
11. AUDITOR'S AND THEIR REPORT
Auditors of the Company M/s VBR & Associates. Chartered Accountants holdoffice until the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment until the conclusion of 30th Annual General Meeting of thecompany to be held in the financial Year 2021-22 (subject to ratification of theirappointment by the Members at every Annual General Meeting).
As required under the provisions of section 139(1) of the Companies Act 2013the company has received a written consent from M/s VBR & Associates.Chartered Accountant to their re-appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the new Act and the Rules framedthere under and that they satisfy the criteria provided in section- 141 of Companies Act2013. The Board recommends their appointment.
12. COST AUDITOR'S AND THEIR REPORT
The Concept of Cost Audit is not applicable to the Company.
13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT
The Company has appointed M/s Himanshu Sharma & Associates CompanySecretaries to hold the office of the Secretarial Auditors and to conduct the SecretarialAudit Report and the Secretarial audit Report (Form No. MR.3) is being attachedwith the Directors report which is self explanatory and needs no comments. (Attached as Annexure I)
14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Report for the year under review as stipulated under SEBI (Listing Obligations andDisclosure Management's Discussion and Analysis Requirements) Regulations 2015 with theStock Exchanges in India is presented as Annexure-II in this report.
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from M/s. Himanshu Sharma & AssociatesCompany Secretaries confirming compliance with the conditions of corporate governance isattached as Annexure IV.
16. SHARE CAPITAL
A) Issue of equity shares with differential rights
The Company has not issued equity shares with differential rights.
B) Issue of sweat equity shares
The Company has not issued sweat equity shares.
C) Issue of employee stock options
The Company has not issued employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
Since shares of the Company has not purchased by the employees or trustees for theirbenefits therefore there is no requirement for the provision of money to be made by theCompany for the same purpose.
17. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT 9. (Attached as Annexure V) shall form part of the Board's report.
A) Changes in Directors and Key Managerial Personnel
The Board consists of non-executive directors including independent directors who havewide and varied experience in different disciplines of corporate functioning.
Mr. Mohan Hemandas Mansukhani was died as natural death on 5th June 2017.There was no other changes in the Board of the Company.
B) Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
Attendance of Board Meetings and Board Committee Meetings
Quality of contribution to Board deliberations
Strategic perspectives or inputs regarding future growth of Company and itsperformance
Providing perspectives and feedback going beyond information provided by themanagement
Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2016-2017 the Board of Directors has met 4 times: - 30 thMay 2016 13th August 2016 14th November 2016 and 13thFebruary 2017
20. MANAGERIAL REMUNERATION:
The Company did not have any employee falling under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2016. Since no director ofthe Company was in receipt of any remuneration or commission therefore the company is notrequired to make disclosure under the applicable provisions of the Companies Act 2013.
21. DISCLOSURE REGARDING VARIOUS COMMITTEES
The Audit Committee is functioning as under:
At present the committee comprises of Non-Executive and Independent Directors viz Mr.Anil Kumar Aggarwal Ms. Shirin Bhatt and Mr. Jiten Tiwari.
All the members of the committee are financially literate.
Mr. Anil Kumar Aggarwal is appointed as Chairman of the Audit Committee.
The term of reference of the committee have been revised in conformity with theprovisions of section 177 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Nomination and Remuneration Committee
The Board of the company has decided that the committee will also be known with thename Nomination and Remuneration Committee as required under Companies Act 2013. TheCommittee recommends remunerations promotions increments and considers the appointmentof Executive Directors as and when required.
At present the Remuneration Committee of the company comprises of the following memberswho are Directors of the company:
1. Sunita Inder
2. Anil Kumar Aggarwal
3. Shirin Bhatt
Shareholders'/ Investors' Grievance Committee:
The Shareholders'/ Investors' Grievance Committee presently comprises of three (3)members who are Directors of the company viz. Mr. Anil Kumar Aggarwal Ms. Sunita Inderand Ms. Shirin Bhatt .
In compliance with the SEBI guidelines the Company has appointed M/s. Skyline FinancialServices Pvt. Limited as RTA (Registered Transfer Agent) to look after the share transfertransmission transposition issuance of duplicate share certificate sharede-materialization / re-materialization etc. independently under the supervision andcontrol of the Shareholders'/Investors' Grievance Committee.
22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport forming part of annual report.
23. RISK MANAGEMENT POLICY
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015contemporary practices of good corporate governance Company has developed the policies& procedures to assess the risk associated with the Company and minimization thereofand periodically informed the Board of Directors for their review to ensure that theexecutive management controls the risk in accordance with the defined policies andprocedures adopted by the company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company is not meeting any criteria laid down under Section 135(1) of theCompanies Act 2013 the Company is not required to constitute Corporate SocialResponsibility Committee and also not required to contribute any amount towards theCorporate Social Responsibility Activities.
The shares of the Company are listed at Calcutta and Bombay Stock Exchange Ltd.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any Loans Guarantees or investments pursuant to Section 186of the Companies Act 2013 during the financial year under review.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered any contract or made any arrangement with the relatedparties during the financial year.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. During the year Company has not received any complaint of harassment.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of energy: N.A.
(B) Technology absorption: N.A.
(C) Foreign exchange earnings and Outgo: N.A.
31. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various state governments the Banks/ financial institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company's success. The Directors look forward totheir continued support in future.
| ||For and on behalf of the Board of Directors || |
| ||K M Capital Limited || |
| ||Sunita Inder ||Mohan Hemandas Mansukhani |
|Place: New Delhi ||Director ||Director |
|Date: 10.08.2017 ||DIN: 02062589 ||DIN: 01600019 |