Your Directors are pleased to present 25th Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2019.
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
(Amount in Lacs)
|The Break-up of Profit is given as follows || |
| ||31stMarch 2019 ||3 1st March 2018 ||31st March 2019 ||31st March 2018 |
|Total Revenue ||46.70 ||38.36 ||46.70 ||38.36 |
|Profit /Loss Before Depreciation & Exception/ ExtraOrdinary item ||21.09 ||10.75 ||2 1.09 ||10.75 |
|Depreciation ||0.04 ||0.04 ||0.04 ||0.04 |
|Exceptional Item ||- ||- ||- ||- |
|Net Profit Before Taxation ||25.57 ||27.57 ||28.06 ||28.45 |
|Current Tax ||4.99 ||5.35 ||4.99 ||5.35 |
|Deferred Tax ||0.01 ||0.01 ||0.01 ||0.01 |
|Net Profit After Taxation ||20.58 ||22.20 ||23.06 ||23.08 |
|Profit for the Period for Appropriatio n ||20.58 ||22.20 ||23.06 ||23.08 |
|Earning Per Shares || || || || |
|Basic ||0.65 ||0.70 ||0.73 ||0.73 |
|Diluted ||0.65 ||0.70 ||0.73 ||0.73 |
In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.
Brief description of the Company's working during the year/State of Company's affairs:
During the year the Company reported an increase in total revenue by 21.75% to Rs.8.34 Lacs as compared to Rs. 38.36 Lacs during the last year. The Company recorded adecrease in Net profit after tax of Rs. 20.58 Lacs as compared to Rs. 22.20 Lacs duringthe last year.
Your Company is Non-Banking Finance Company registered with Reserve Bank of India. TheCompany proposes to transfer an amount of Rs. 5.11 Lacs which is 20% of net profit toSpecial Reserve Fund and after adjustment the balance is proposed to be retained in theStatement of Profit & Loss.
The Company has consolidated its accounts with its associate Company viz. Palco MetalsLimited. During the year the Company reported consolidated total revenue of Rs.46.70 Lacsas compared to Rs. 38.36 Lacs during the last year. The Company recorded a decrease in Netprofit after tax of Rs. 23.06 Lacs as compared to Rs. 23.08 Lacs during the last year.Cubing the expenses help the Company to increase in its net profit.
There is no change in the nature of business of the Company during the year Transfer ofamount to Investor Education and Protection Fund:
The company is not required to transfer unpaid or unclaimed dividend etc. to InvestorEducation and Protection Fund as there was no such amount which needed to be transferred.
Subsidiaries/ Joint Venture/ Associate Companies:
Company does not have Subsidiary / Joint Venture Companies. The Company has oneassociate Company Namely M/s. Palco Metals Ltd.
The performance and financial position of associate Company is given as per annexure Bto the report.
Material Changes and Commitments:
There are no 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 this report.
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
Directors' Responsibility Statement:
Your Directors Statement and confirm that:
1. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;
2. 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 at the end of financial year and of theprofit and loss of the company for the year ended on that date.
3. the directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis.
5. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
6. the directors had devised proper systems to ensures compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangement with Related Parties:
During the year the Company has not entered into any material contracts or arrangementwith related parties which attracted the provisions of Section 188 of the Companies Act2013. Notes to the financial statement sets out the disclosure of related partytransactions during the year.
Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations is notapplicable to the Company and hence nothing to report thereon.
Corporate Social Responsibilities:
As the Company's net worth turnover or net profits are below the limit prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.
Your company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.
Internal Financial Control:
Your directors state that there are adequate internal financial controls with referenceto the financial statements i.e. Balance Sheet Statement of Profit and loss Cash FlowStatements and other relevant records and are operating effectively.
Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ashok Agrawal will retire by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment.
In terms of the provisions under Section 149 of the Companies Act 2013 the Board andShareholders have approved the appointment of all the existing Independent Directors vizMr. Pramod Agrawal Mr. Narendra Agrawal for a term of five years from 30th September2014 and Ms. Sneh Gupta from 31st March 2015 respectively.
Mr. Pramod Agrawal Mr. Narendra Agrawal and Mrs. Sneh Gupta Intendent Directors havegiven their consent for appointment for second terms of five years starting from 31thSeptember 2019 and 31st March 2020 respectively and they will seek appointment for sendterm of five years.
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet thecriteria of Independence as provided in sub-section (6). During the year ended 31st March2019.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent Directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the Company as on 31st March 2019 is as under:
|No. Name ||Designation ||Executive/Non Executive |
|Ashok Agrawal ||Chairman & Managing Director ||Executive |
|Vinod Agarwal ||Director & CFO ||Non-Executive |
|Mrs. Sneh Gupta ||Independent Director ||Non-Executive |
|Mr. Pramod Agrawal ||Independent Director ||Non-Executive |
|Mr. Narendra Agrawal ||Independent Director ||Non Executive |
Seven Board meetings were held during the year. The details of Board Meetings andattendance of Directors are given below:
|Date of Meeting ||No. of Directors Present |
|29/05/2018 ||05 |
|13/08/2018 ||05 |
|14/08/2018 ||05 |
|29/10/2018 ||05 |
|11/12/2018 ||05 |
|08/02/2019 ||05 |
|30/03/2019 ||05 |
The company has Audit Committee and composition of Audit Commitee is as under
|No. Name ||Designation ||Position in Committee |
|1. Mr. Pramod Agrawa 1 ||Director ||Chairman |
|2. Mr. Narendra Agrawal ||Director ||Member |
|3. Mr. Vinod Agrawal ||Director ||Member |
The composition of committee inter alia meets with the requirement of Section 177 ofthe Companies Act 2013 Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the company.
In discharging the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board.
Responsibility of the Committee:
The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time. The committeeon any matter relating to financial management including audit report shall submit areport to the Board from time to time.
The Board has accepted all the recommendation made by the Audit Committee.
Nomination and Remuneration Committee:
During the year the Company has renamed and reconstituted it Shareholders GrievanceCommittee as the Nomination and Remuneration Committee:
The Composition of Committee is as under:
|No. Name ||Designation ||Position in Committee |
|1. Mr. Narendra Agrawal ||Director ||Chairman |
|2. Mr. Pramod Agrawal ||Director ||Member |
|3. Mr. Vinod Agrawal ||Director ||Member |
The Committee has been reconstituted in terms of Section 178 of the Companies Act2013. The Committee shall have at least
the following basic responsibilities:
To identify persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal and shall carry out evaluation of every director'sperformance.
To formulate and review criteria that must be followed for determiningqualification for determining qualifications positive attributes and independence ofdirector.
To recommend the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees and to ensure compliance with theremuneration policy set forth by the Company.
To propose to the Board the members that must form part of the Committee.
To report on the systems and on the amount of the annual remuneration ofdirectors and senior management.
The Remuneration Policy has been posted on the website of the Company.
Stakeholders Relationship Committee
The composition of Stakeholders Relationship Committee is in accordance with theCompanies Act 2013. The Composition of the Committee is as under:
|No. Name ||Designation ||Position in Committee |
|Mr. Narendra Agrawal ||Director ||Chairman |
|Mr. Pramod Agrawal ||Director ||Member |
|Mrs. Sneh Gupta ||Director ||Member |
Basic Responsibilities of the Committee:
Considering and resolving the grievance of shareholders of the Company withrespect to transfer of shares non-receipt of annual report etc.
Ensuring expeditious share transfer process in line with the proceedings of theShare Transfer Committee.
Evaluating performance and service standards of the Registrar & ShareTransfer Agent of the Company.
Providing guidance and making recommendation to improve service levels forinvestors.
Details of the Meeting and its attendance are given as under:
| ||Audit Committee ||Nomination & Remuneration Committee ||Stakeholders Relationship Committee |
|No. of Meetings held ||4 ||1 ||4 |
|Attendance || || || |
|Mr. Pramod Agrawal ||4 ||1 ||4 |
|Mr. Narendra Agrawal ||4 ||1 ||4 |
|Mr. Vinod Agrawal ||4 ||1 ||- |
|Ms. Sneh Yogesh G upta ||- ||- ||3 |
Separate Meeting of Independent Directors:
A meeting of Independent directors was held without the attendance of Non independentdirectors and the members of Management. All independent directors were present at themeeting. The following issues were discussed in detail;
1. Reviewed the performance of non-independent directors and the Board as a whole.
2. Reviewed the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.
Various aspects of the Board's functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors at theirmeeting held separately. The Directors expressed their satisfaction with the evaluationprocess.
Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees to report any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
Employee Stock Option etc.:
During the year there are no issue of equity shares with differential rights no issueof sweat equity shares no issue of employee stock options and no provision of money bycompany for purchase of its own shares by employees or by trustees for the benefit of theemployees the details required to be given under various rules issued under the CompaniesAct 2013 is NIL.
The Board has appointed Mr. Bipin L. Makwana Practicing Company Secretary to conductSecretarial Audit for the financial year 2018-2019. The secretarial Audit Report for thefinancial year March 31 2019 is annexed herewith. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
Auditors and Auditors Report:
M/s. K. G. Vakharia & Co. Chartered Accounts (FRN: 117022W) are the statutoryauditors of the Company and there are no changes in the same and they are being eligibleoffers themselves for reappointment and Board recommend their reappointment.
There are no qualifications reservation or adverse remark or disclaimer made by thestatutory auditors in their auditor's report. Particulars of Loans given Investment madeGuarantee given and Securities provided:
The disclosure regarding particulars of loan given guarantee given and securityprovided in Schedule No.8 & 12 of financial statement.
Conservation of energy technology absorptions and foreign exchange earnings and outgoare as follows:
Though the operations of the company are not energy intensive the company has takenadequate measures to conserve energy and optimize its use by using energy efficientcomputers and equipment with latest technology. The Company has not brought anytechnology. There is no foreign exchange earnings or outgo during the year.
Annual Return :
The Annual Return of the Company has been placed on the website of the Company and canbe accessed at email@example.com Particulars of Employees and Other Related disclosures:
The Company has no employee drawing the remuneration of Rs.5 Lacs p.m. or Rs.60 Lacsp.a.
The Company has few employees on its payroll. Details of remuneration paid toDirectors Non-Executive Directors and Independent Directors are disclosed in the Form MGT9 annexed as Annexure A to the Board Report. Further there are no other employees on thepayroll of the Company.
Compliance of Secretarial Standards :
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.
Deposits: Your Company has not accepted any deposits which fall under Chapter V andSection 73 to Section 76 of the Companies Act 2013.
General Shareholder Information
25th Annual General Meeting
|Venue ||Conference Room Mauryansh Elanza B/h. Parekh Hospital Shyamal Cross Road Satellite Ahmedabad: 380015 |
|Date ||Tuesday August 27 2019. |
|Time ||11.00 a.m. |
|Book Closure ||From 20/08/2019 to 27/08/2019 (both days inclusive) |
Listing of Shares:
The securities of the Company are listed at BSE and Ahmedabad Stock Exchange. ISIN ofthe Company is INE897B01019. The Company has paid listing fee for the year 2019-2020.
Registrar and Share Transfer Agents: (R & T)
The company has appointed MCS Share Transfer Agents Ltd. 101 Shatdal Complex Opp.Bata Showroom Ashram Road Ahmedabad:380009 as Registrar and Transfer Agents forelectronics shares. The average time taken in transfer of shares is 15 days. Thedepositories directly transfer the dematerialized shares to the beneficiaries.
Share Transfer System
Share transfers are registered and returned within a period of 15 days from the date ofreceipt provided documents are correct and valid in all respect.
Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers suppliers and finally to employees of the Company for their untiring effortsand commitment to their duties.
|By Order of the Board |
|For Krishna Capital & Securities Ltd. |
|Ashok Agrawal |
|Chairman & Managing Director |
|DIN 00944735 |
|Registered Office : |
|403 Mauryansh Elanza |
|B/h. Parekh Hospital |
|Shyamal Cross Road |
|Ahmedabad : 380 015 |
|Place: Ahmedabad |
|Date: 29/05/2019 |