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Krishna Capital & Securities Ltd.

BSE: 539384 Sector: Financials
NSE: N.A. ISIN Code: INE897B01019
BSE 00:00 | 20 May 6.20 -0.10
(-1.59%)
OPEN

6.20

HIGH

6.20

LOW

6.20

NSE 05:30 | 01 Jan Krishna Capital & Securities Ltd
OPEN 6.20
PREVIOUS CLOSE 6.30
VOLUME 200
52-Week high 7.40
52-Week low 4.80
P/E 13.48
Mkt Cap.(Rs cr) 2
Buy Price 6.30
Buy Qty 80.00
Sell Price 6.20
Sell Qty 938.00
OPEN 6.20
CLOSE 6.30
VOLUME 200
52-Week high 7.40
52-Week low 4.80
P/E 13.48
Mkt Cap.(Rs cr) 2
Buy Price 6.30
Buy Qty 80.00
Sell Price 6.20
Sell Qty 938.00

Krishna Capital & Securities Ltd. (KRISHNACAPITAL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present 24th Annual Report and the company'saudited financial statement for the financial year ended March 31 2018.

FINANCIAL RESULTS :

The company's financial performance for the year ended March 31 2018 is summarizedbelow:

Financial Highlights

The Break-up of Profit is given as follows 31st March 2018 31st March 2017
Total Revenue 3835588 5728246
Total Expenditure 1079023 1533388
Net Profit Before Taxation 2756565 4194857
Current Tax 535474 832137
Deferred Tax 1453 1694
Net Profit After Taxation 2219638 3361026
Profit for the Period for Appropriation 2219638 3361026
Earning Per Shares
Basic 0.70 1.06
Diluted 0.70 1.06

Dividend

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:

Standalone Results

During the year the company reported total revenue of Rs.38.35 Lacs as compared toRs.57.28 Lacs during the last year. company recorded a decline in Net profit after tax ofRs.22.19 Lacs as compared to Rs.33.61 Lacs during the last year. The Company has made allefforts to curb expenses.

Your Company is Non-Banking Finance Company registered with Reserve Bank of India. TheCompany proposes to transfer an amount of Rs.5.51 Lacs which is 20% of net profit toSpecial Reserve Fund and an amount of Rs.16.68Lacs is proposed to be retained in theStatement of Profit & Loss. There is no change in the nature of business of theCompany during the year.

Transfer of amount 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 /Associate/ Joint Venture Companies. Company is notrequired to consolidate its accounts.

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:

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.

Risk Management

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 Flow Statements and otherrelevant 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. Ashokkumar Agrawal will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for reappointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under the Listing Agreementwith the Stock Exchanges.

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 2018 is as under:

No. Name Designation Executive/Non Executive
1. Mr. Ashok Agrawal Chairman & Managing Director Executive
2. Mr. Vinod Agrawal Director & CFO Non-Executive
3. Mrs. Sneh Yogesh Gupta Independent Director Non-Executive
4. Mr. Pramod Agrawal Ind ependent Director Non-Executive
5. Mr. Narendra Agrawal Independent Director Non Executive

Five 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
30/05/2016 05
27/06/2016 05
13/08/2016 05
10/11/2016 05
10/02/2017 05

Audit Committee:

The company has Audit Committee and composition of Audit Commitee is as under

No. Name Designation Position in Committee
1. Mr. Pramod Agrawa l 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 committee on any matter relating to financial management including audit reportshall submit a report 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:

Sl. Name Designation Position in Committee
No .
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:

Sl. No . Name Design ation Position in Committee
1. Mr. Narendra Agrawal Director Chairman
2. Mr. Pramod Agrawal Director Member
3. Mrs. Sneh Yogesh 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 Gupta - - 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.

Board Evaluation:

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.

Vigil Mechanism

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.

Secretarial Auditor:

The Board has appointed Mr. Bipin L. Makwana Practicing Company Secretary to conductSecretarial Audit for the financial year 2017-2018. The secretarial Audit Report for thefinancial year March 31 2018 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 statutoryauditorsof 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 made Guarantee 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. Extract ofAnnual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A tothis Report.

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.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.

General Shareholder Information

24thAnnual General Meeting

Venue 604 Sahjanand Shopping Centre Shahibaug Road Ahmedabad: 380004.
Date Saturday August 11 2018.
Time 12.30 P.M
Book Closure From 04/08/2018 to 11/08/2018 (both days inclusive)

Listing of Shares:

The securities of the Company are listed at BSE and Ahmedabad Stock Exchange. ISIN ofthe Company is INE897B01019

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.

Acknowledgment :

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.

sd/-

Ashokkumar Agrawal Chairman & Managing Director DIN 00944735

Registered Office :

403 Mauryansh Elanza

B/h. Parekh Hospital

Shyamal Cross Road Satellite

Ahmedabad : 380 015

Place: Ahmedabad Date: 29/05/2018