The Directors present the Twenty Fifth Annual Report and Audited Accounts of theCompany for the year ended March 31 2019.
|FINANCIAL RESULTS ||2018 - 2019 ||2017 - 2018 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Profit before tax ||78.41 ||1318.13 |
|Less: Tax Expense for the Year ||(111.29) ||521.21 |
|Profit after tax ||189.70 ||796.92 |
|Profit brought forward from previous year ||218.64 ||(604.43) |
|Amount available for appropriation ||408.34 ||218.64 |
With a view to augment long term working capital requirement your Directors did notrecommend any dividend for the shareholders for the financial year 2018-19.
During the year under review the company recoded the total revenue of Rs.9486.13 lacsagainst previous year Rs.8652.99 lacs; profit after tax stood at Rs.189.70 lacs for theyear under review as compared to previous year of Rs.796.92 lacs.
EMPLOYEES STOCK OPTION & SHARE CAPITAL
Pursuant to Employees Stock Option Scheme 2017 the Company has allotted 713440equity shares during the year. Consequence to allotment of aforesaid shares Company'spaid-up share capital is increased to Rs. 147869472/- divided into 73934736 equityshares of Rs. 2/- each.
The scheme is administered by the Nomination and Remuneration Committee of the Board ofDirectors.
Disclosures under the Companies (Share Capital and Debentures) Rules 2014 andSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014is annexed to this report herewith as "Annexure A".
The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditors' functionis defined in their letter of engagement. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant audit observations and recommendationsalong with corrective actions thereon are presented to the Audit Committee of the Board.
As per the Circular No. 51/12/2007-CL-III dated 8th February 2011 issued byGovernment of India Ministry of Corporate Affairs the required financial information inthe consolidated balance sheet is given in respect of Company's subsidiaries i.e. LKPWealth Advisory Limited in Form AOC 1 annexed as "Annexure B" in Annual Report.
The annual accounts of the aforesaid subsidiary and the related detailed informationshall be made available to shareholders of the Company seeking such information at anypoint of time. The annual accounts of the subsidiary company shall also be kept open forinspection by any shareholder at the Registered office at 203 Embassy Centre NarimanPoint Mumbai 400 021.
During the year under review LKP Wealth Advisory Private Limited had been convertedfrom Private Limited Company to Public Limited Company and consequently Company's namechanged to LKP Wealth Advisory Limited.
Mr. S S Gulati retires by rotation and being eligible offers himself forre-appointment. Your Directors recommend his re-appointment.
The Board of Directors appointed Mrs. Anjali Suresh (DIN 02545317) as an AdditionalDirector with effect from 18th December 2018 pursuant to section 161 of theCompanies Act 2013 as an Additional Independent Director holding office only up to thedate of the ensuing Annual General Meeting.
In accordance with the requirements of Section 149 and 152 of the Companies Act 2013appointment of Mrs. Anjali Suresh as an Independent Director on the Board of the Companyrequires approval of the Members of the Company.
The requisite resolutions for the appointment of Independent Directors are beingproposed in the Notice of the ensuing Annual General Meeting for the approval of theMembers.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013.
The information on the particulars of the Directors proposed for appointment/re-appointment has been given in the Notice of the Annual General Meeting.
Pursuant to the provisions of the Companies Act 2013 and provisions of Regulations ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the year four Board Meetings and Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 31 2019 and state that :
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. the Directors have 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 the financial year and ofthe profit of the Company for that period;
iii. the Directors have 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;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
The term of the existing Statutory Auditors M/s MGB & Co. LLP is coming to an endat the ensuing Annual General Meeting. The Board of Directors have recommendedre-appointment of M/s MGB & Co. LLP to hold office from the conclusion of the ensuingAnnual General Meeting till the conclusion of the 26th Annual General Meeting.In terms of the provisions of Section 139(1) of the Act their appointment for the abovetenure is subject to ratification by Members at every AGM.
The Company has received a letter from them to the effect that their appointment ifmade would be within the provision prescribed under Section 139 of the Companies Act2013. Your Directors recommend their appointment.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s V. R. Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure C".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure D".
CORPORATE SOCIAL RESPONSIBILITY
The Company has attracted provisions as laid down in section 135 of the Companies Act2013 based on the Audited Financial Statement for the Financial Year 2017-18.
In order to comply with the provisions as laid down in section 135 of the CompaniesAct 2013 the Company has contributed funds for the promotion of education and medicaland environmental sustainability etc. The Contribution has been made to a registered trustwhich is mainly undertakes activities specified under Schedule VII of the Companies Act2013.
The report on CSR activities is annexed herewith as "Annexure E".
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. The requisite details are given in Form AOC 2 is annexedherewith as "Annexure F".
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility.
The Company has established a vigil mechanism to be known as the 'Whistle BlowerPolicy' for its Directors and employees to report instances of unethical behavior actualor suspected fraud or violation of the Company's Code of Conduct. The aim of the policyis to provide adequate safeguards against victimization of whistle blower who avails ofthe mechanism and also provide direct access to the Chairman of the Audit Committee inappropriate or exceptional cases.
Accordingly Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Counseloror the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amendedfrom time to time vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations2018 with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms a part of this report. However asper the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the report and thefinancial statements are being sent to the members of the Company excluding statement ofparticulars of employees under rule 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 20l4. If any member is interested in obtaining the copy ofthe said statement may write to the Company Secretary in advance.
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Annexed as "Annexure G".
The prescribed particulars of Conservation of Energy Technology Absorption do notapply to your Company. There are no foreign exchange earnings & outgo during the yearunder report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany from end of the financial year upto the date of this Board's Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are furnished herewith and form part of thisReport and Accounts. These statements have been prepared on the basis of audited financialstatements received from the Subsidiary Company as approved by their Board of Directors.
The Report on Corporate Governance along with a Certificate of compliance from thePractising Company Secretaries and Management Discussion and Analysis Report forms part ofthis Report.
Your Directors would like to place on record their sincere appreciation toShareholders Bankers Institutions and Employees for their co-operation and support.
For and on behalf of the Board of Directors
Place: Mumbai Pratik M. Doshi S.S.Gulati
Date: 2nd May 2019 Managing Director Director