The Directors present the Twenty Fourth Annual Report and Audited Accounts of theCompany for the year ended March 312018.
|FINANCIAL RESULTS ||2017 - 2018 ||2016 - 2017 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Profit before tax ||1318.13 ||(8.86) |
|Less: Tax Expense for the Year ||521.21 ||(59.27) |
|Profit after tax ||796.92 ||50.42 |
|Profit brought forward from previous year ||(604.43) ||(689.42) |
|Other Comprehensive income (Adjustment) ||26.15 ||34.58 |
|Amount available for appropriation ||218.64 ||(604.43) |
The Board of Directors are pleased to recommend a dividend @ Rs.0.10/- per equity shareof the Company for the financial year ended 31st March 2018.
During the year under review the company recoded the total revenue of Rs. 8652.99 lacsagainst previous year Rs.6579.31 lacs; profit after tax stood at Rs.796.92 lacs for theyear under review as compared to previous year of Rs. 50.42 lacs.
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. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective 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 Private Limited in Form AOC 1 annexed as "Annexure A" in AnnualReport.
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.
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 Mr. Sajid Moahmed (DIN 06878433) as an AdditionalDirector with effect from 27th September 2017 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 Mr. Sajid Mohamed 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
as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance 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 five Board Meetings and four 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 2018 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 endfrom. The Board of Directors have recommended re-appointment of M/s MGB & Co. LLP tohold office from the conclusion of the ensuing Annual General Meeting till the conclusionof the 25th Annual General Meeting.
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 B".
The observation made and as stated with respect to certain non-compliances as requiredunder various regulations of SEBI (Listing Obligations and Disclosure Requirements)regulations 2015 are self-explanatory. The Company has noted the same and the Board ofDirectors have discussed the same in detail to avoid such future non-compliances.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
CORPORATE SOCIAL RESPONSIBILITY
Presently Corporate social responsibility provisions are not applicable to Company.
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 D".
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 with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation 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 2014. 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 E".
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.
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.
Pursuant to scheme of "ESOP 2017" during the year under review Nominationand Remuneration Committee has granted 3700000 Stock Options to the employees of theCompany.
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
|Pratik Doshi ||S S Gulati |
|Managing Director ||Director |
|DIN 00131122 ||DIN02404230 |
|Mumbai || |
|Date: May 16 2018 || |