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Directors Report of Kilburn Office Automation Ltd.

Mar 31, 2015

TO THE MEMBERS OF

Kilburn Office Automation Limited

The Directors submit their Report together with the Audited Accounts of the Company for the Financial Yearended 31st March, 2015.

FINANCIAL RESULTS

Your Company recorded the following results for the Financial Year ended 31st March, 2015:- Particulars Financial Financial

Year Ended Year Ended 2014-15 2013-14

Gross Operating Loss (1,95,28,557) (6,35,54,488)

Depreciation 10,15,391 9,58,776

Net Loss Before Exceptional Items and Taxation (2,05,43,948) (6,45,13,264)

Exceptional Items - 5,11,71,897

Net Loss Before Extra Ordinary Items and Taxation (2,05,43,948) (1,33,41,367)

Deferred Tax - (7,84,198)

LossFor ThePeriod After Taxation (2,05,43,948) (1,25,57,169)

Loss Brought Forward Previous Year (9,07,95,944) (7,82,38,775)

Depreciation Adjustment (3,20,504) -

Deficit Carried ToBalanceSheet (11,16,60,396) (9,07,95,944)

PERFORMANCE REVIEW:

The performance ofthe Company during the year continued to be disappointing. The Company registered operating revenues of Rs. 13.02 crores during the year resulting in a growth of 68% over the previous year. This growth was achieved by putting sustained efforts on disposal of the Company's stock of Coin Vending Machines and other office products. In spite of such efforts, the Company ended the year with an operational loss ofRs. 1.95 crores.

Due to difficult business environment, the Company sold its Coin Vending Machine business during the year in two tranches to M/S Kusters Engineering India Pvt. Ltd. and M/S Techmart Digital Systems Pvt. Ltd. in terms ofduly executed Business Transfer Agreements with these Companies.

FUTURE PROSPECTS:

As reported in the previous year, the Company has discontinued all its manufacturing activities. The Company is currently in the process of liquidating its inventory of Digital Duplicators, Ammonia Printing Machines and other Banking Products. The Company is also exploring suitable diversification opportunities.

SHARE CAPITAL

The Paid-up Share Capital as on 31st March, 2015 is Rs. 7,95,01,000/- comprising of 67,50,100 Equity Shares ofRs. 10/- each amounting toRs. 6,75,01,000/- and 11% 1,20,000 Cumulative Redeemable Preference Shares @ Rs. 100/- each amounting to Rs. 1,20,00,000/-.During the year, the Company has not issued any securities.

DEPOSITS

The Company had discontinued its Fixed Deposit Scheme from 2013-2014. The total deposits outstanding as on 31st March, 2015 aggregated to Rs. 4,98,000/- (Previous Year 31st March, 2014 Rs. 43,90,000/-) which include deposits matured and remaining unclaimed ofRs. 2,43,000/-. The Company has not accepted deposits from the the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and Rule 12(1) of the Companies (Managementand Administration) Rules, 2014, Extractof Annual Return is Annexed as Annexure 1 in Form MGT-9.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amresh Kumar Jain,Smt.Jhumur Bhattacharjee and Mr. Madhusudan Sen are Independent Directors(IDs) on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company. Mr. Amresh Kumar Jain and Mr. Madhusudan Sen were appointed as the Independent Directors for 5 (Five) years at the Annual General Meeting held on 10th September, 2014.

Mr. Sandeep KumarJalan, Non-Executive and Non-Independent Director(bearing DIN-00015836) retires by rotation and being eligible offers himselffor re-appointment.

Due to the sudden demise of one of our Independent Director Mr. Allapanda Deviah Nanaiya on 18/9/2014, Smt. Jhumur Bhattacharjee was appointed in the casual vacancy as a Non-Executive, Independent and Woman Directoron 11-11-2014 to hold the office till the date of Annual General Meeting. It is proposed to appoint Smt. Jhumur Bhattacharjee as a Woman & Independent Director for 5 (five) years at the ensuing Annual General Meeting.

Due to the ill-health, Mr. Madhusudan Sen resigned from the Board on 28-7-2015. Mr. Dilip Mukherjee (holding DIN-07244118) was appointed as an Additional Directoron the Board on 28-7-2015. It is proposed to appoint Mr. Dilip Mukherjee as an Independent Directorfor 5 (five) years at the ensuing Annual General Meeting.

All the Independent Directors have given declarations they meet the criteria of independence as laid down underSection 149(6)ofthe Companies Act, 2013.

In view of the provisions of the Section 203 of the Companies Act, 2013, Mr. Varadarajan Vanchi, Managing Director and Mr. Pronab Kumar Chatterjee, Chief Financial Officer were identified as the Key Managerial Personnel (KMP) ofthe Company.

DETAILS OF BOARD MEETINGS

During the year, 5(five) numberof Board meetings were held, details ofwhich are given below:

Date of the meeting No. of Directors attended the meeting

17-04-2014 4

29-05-2014 4

31-07-2014 4

11-11-2014 5

12-02-2015 4

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No. Name Chairman/ Members

1 Mr.Amresh KumarJain Chairman

2 Smt.Jhumur Bhattacharjee Member

3 Mr.Madhusudan Sen Member

During the year, the Committee met on 17-04-2014, 29-05-2014, 31-07-2014, 11-11-2014 and 12-02-2015.

Vigil mechanism/Whistle Blower Policy

The Company has a strict Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement in accordance with the provisions of Section 177(9) of the Companies Act, 2013.

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members

1 Mr.Amresh Kumar Jain Chairman

2 Smt.Jhumur Bhattacharjee Member

3 Mr.Madhusudan Sen Member

During the year, the Committee meton 11-11-2014.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members

1 Mr.Amresh Kumar Jain Chairman

2 Mr.Sandeep Kumar Jalan Member

3 Mr.Varadarajan Vanchi Member

During the year, the Committee met on 29-05-2014 and 12-02-2015.

d. Independent Directors Meeting and Criteria for evaluation of Directors

During the year under review,the Independent Directors met on 13-02-2015, for the purpose :-

- Evaluation of the performance of Non-Executive Directors and the Board of Directors and the Board of Directors as a whole.

- Evaluation of the performance of the Chairman of the Company,taking into account the views ofthe Executive and Non-Executive Directors.

- Evaluation of the quality,content and timelines of flow of information between Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Remuneration Policy

All the Non-Executive (Independent and Non-Independent) Directors are entitled to receive Sitting Fees forattending the Board/Audit Committee Meetings.

Mr.Varadarajan Vanchi was re-appointed as the Managing Director of the Company for one year from 14-11-2014 to 13-11-2015 at the Board Meeting held on 11-11 -2014.His remuneration pursuant to Schedule V read with Section 196 and otherapplicable provisions ofthe Companies Act, 2013 were recommended by the Nomination and Remuneration Committee pursuant to Section 178 ofthe Companies Act,2013 at its meeting held on 11-11-2014.The said re-appointment and remuneration policy was approved by the Board of Directors which is being ratified by the shareholders at the ensuing Annual General Meeting.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is inclosed as Annexure - 2.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate Internal Financial Control System commensurate with the size,scale and complexity of its operations.The system encompasses the major processes to ensure reliability of financial reporting,compliance with policies,procedures,laws,regulations,safeguarding assets and economic and efficient use of resources.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of business and adherence to the Company's policies,prevention and detection offrauds and errors,accuracy and completeness ofthe records and timely preparation of reliable financial information.

The Company has appointed M/s.Jain,Binod & Associates,Chartered Accountants as the Internal Auditor of the Company. The Company has implemented Tally ERP 9 solution which further reinforces the Management Information System(MIS).

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 10th September,2014, M/s. Rakesh Sethia & Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 3 (three) years. The ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. The Statutory Auditor has confirmed his eligibility under Section 141 of the Companies Act,2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The Directors are of the view that notes to the Accounts adequately provide the necessary information and answers to the observations of the Auditors in their Report..

Secretarial Audit

In pursuance of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made there under, the Company has appointed M/s. Sunil Kumar Banerjee, Practicing Company Secretary to undertake Secretarial Audit of the Company. The report of the Secretarial Auditor is enclosed as Annexure - 3 in MR-3 to this report. The report adequately provides the necessary information with certain observations.

Related party transactions

All the Related Party transactions pursuant to Section 188 of the Companies Act,2013 that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company with Promoters,Directors,Key Managerial Personnel (KMP) which may have a potential conflict with the Company at large.

All the Related Party transactions are placed before the Audit Committee as also the Board for their approval.

Human Resources

The Company has recognized thatgood human resource development is essential forthe success,growth and improvement of the Company.Human relations in the Company continued to be cordial and satisfactory.

Statement containing salientfeatures offinancial statements ofsubsidiaries

Pursuant to sub-section (3) of Section 129 of the Act, the Company does not have any subsidiary companies.

Business Risk Management Policy / Risk Mitigation

In terms of the requirement of the Act, the Company has developed and implemented the Business Risk Management Policy and the Audit Committee of the Board reviews the same periodically like interest risk,technological obsolesence etc.,

Significant and material orders passed by the regulators

During the year under review,the Compounding of Offences under Section 621Aof the erstwhile Companies Act,1956 foralleged violation ofthe Sections 209, 217(3), 211(1) & (2) & 211(3A) ofthe said Act in respect of the scrutiny of the Annual Audited Accounts for the Financial Years ended 31st March, 2010, 31st March, 2011 and 31st March, 2012 have been settled by The Company Law Board (CLB), Kolkata Bench, Kolkata vide their Order dated 23/05/2014 imposed compounding fees towards its Managing Director and otherNon-Executive Directorsviz., Mr.Sandeep KumarJalan, Mr. Madhusudan Sen, Mr. Amresh Kumar Jain including erstwhile Directors Mr. Manmohan Singh, Mr. C.R. Paul, Late Mr. A.D.Nanaiya ofthe Company. The Compounding fees were duly paid. Hence, the said order does not impact the going concern status and company's operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement Pursuant to the Provisions of Sec.134(3)(m) of the Companies Act, 2013 Read with Rule 8 of The Companies (Accounts) Rules,2014 is given below:-

A. ConservationofEnergy:- NOT APPLICABLE

B. Technology Absorption:- NOT APPLICABLE

C. Foreign Exchange Earnings & Outgo

a) Foreign Exchange Earnings : Nil

b) Total Foreign exchange used :

During the year, the Company has incurred expenditure in foreign exchange comprising of ^86,911/- on CIF value of imports.

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory.Pursuant to the provisions of Section Section 197 of the Companies Act,2013 Read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is not applicable.

CORPORATE GOVERNANCE

Pursuant to the Sebi's Order No. CIR/CFD/POLICY CELL/7/2014 September 15, 2014, the Corporate Governance pursuant to Clause 49 of the Listing Agreement, is not applicable to the Company for the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act,2013 and Rules made thereunder,the Corporate Social Responsibility is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors acknowledge the recognition given and trust reposed in your Company by the Depositors, Banks, Registrar of Companies, Reserve Bank of India, Mumbai Stock Exchange and other Government Agencies and record appreciation for their support and look forward to their continued confidence in the Company. Your Directors also place on record their appreciation for the valuable contribution and co- operation of all categories of employees of the Company.

For and on behalf of the Board

Place: Kolkata SANDEEP KUMAR JALAN Date : 28th July, 2015 CHAIRMAN -DIN-00015836




Mar 31, 2014

Dear Members,

The Directors submit their Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company recorded the following results for the Financial Year ended 31st March, 2014:

31st March, 2014 31st March, 2013 (Rs) (Rs)

Gross Operating Loss (6,54,72,040) (9,63,53,600)

Depreciation 9,58,776 11,76,452

Net Loss Before Exceptional Items And Taxation (6,45,13,264) (9,51,77,148)

Exceptional Items 5,11,71,897 (2,854)

Net Loss Before Extraordinary Items And Taxation (1,33,41,367) (9,51,80,002)

Deferred Tax (7,84,198) (21,35,479)

Loss For The Period After Taxation (1,25,57,169) (9,30,44,523)

Profit/(Loss)Brought Forward Previous Year (7,82,38,775) 1,48,05,749

Deficit Carried To Balance Sheet (9,07,95,944) (7,82,38,774)

PERFORMANCE REVIEW

The performance of the Company during the year continued to be disappointing. The overall operating revenues dropped to a low of Rs. 7.71 crores. Inspite of various austerity measures exercised by the Company by down-sizing branch network and manpower, the operating expenses were still much in excess resulting in a net loss of Rs. 1.26 crores for the year.

FURTHER PROSPECTS

The Company has discontinued all manufacturing activity and is dependent entirely on servicing Revenues from Banking Products (mainly Coin Vending Machines) and routine Trading operations. The Company is scouting for suitable diversification opportunities and till such time something worthwhile is identified, the operations will continue to be under severe pressure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement Pursuant to the Provisions of Sec.217(1)(e) of the Companies Act, 1956 Read with Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 is given in Annexure "A".

PARTICULARS OF EMPLOYEES

Industrial relations in the Company continued to be cordial and satisfactory.Pursuant to the provisions of Section Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 is not applicable.

DIRECTORS

Mr. Sandeep Kumar Jalan, retires by rotation and being eligible, offers himselffor re-appointment.

Mr. Amresh Kumar Jain, Mr. Allapanda Deviah Nanaiya and Mr. Madhusudan Sen, non-executive and independent directors of the Company, whose period of office are liable to determination by retirement of directors by rotation under the Companies Act,1956 meet all the criteria of independence laid down under Section 149(6) and the Code of Independent Directors in Schedule IV of the Companies Act,2013.

Accordingly.the Board appointed all the aforesaid directors as Independent directors of the Company to hold the office for 5 (Five) consecutive years for a term upto a conclusion of the 38th Annual General Meeting of the Company in the Calendar Year 2019, whose period of office shall not be liable to determination by retirement of directors by rotation.Their candidatures are proposed by a member of the Company for the position of Independent Directors.

Brief particulars ofthe said directors have been given in the Notice convening the ensuing annual general meeting and your board recommends appointment/re-appointment as set out in the Notice.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) inserted by Companies (Amendment) Act, 2000, your Directors have :-

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanations relating to material departures;

b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2014 and of the loss of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s.Rakesh Sethia & Co., Chartered Accountants,(Firm Registration No.327065E), the Statutory Auditors of the Company,retire at the conclusion of the ensuing Annual General Meeting.Considering the recommendation of the Audit Committee,the Board recommends the re-appointment of M/s.Rakesh Sethia & Co., Chartered Accountants,as statutory auditors of the company to hold office from the conclusion of this Annual General Meeting until the conclusion ofthe three consecutive Annual General Meetings to be held in 2017, subject to ratification by the members at every Annual General Meeting.

A certificate from the Statutory Auditors has been received to the effect that they meet the criteria laid down underSection 141 ofthe CompaniesAct,2013.

The Directors are of the view that notes to the Accounts adequately provide the necessary information and answer to the observations of the Auditors in their Report.

CORPORATE GOVERNANCE

A Separate Section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming compliance ofthe conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed thereto.

The Management Discussion and Analysis (MD&AR) has not been annexed since the Company is evaluating various options of diversification which will determine the future business operations.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by the Depositors, Banks, x Companies, Reserve Bank of India, Mumbai Stock Exchange and other Government Agencies and record appreciation for their support and look forward to their continued confidence in the Company. Your Directors also place on record their appreciation for the valuable contribution and co-operation of all categories of employees of the Company.

For and on behalf of the Board

Place: Kolkata SANDEEP KUMAR JALAN Date : 29th May, 2014 CHAIRMAN

 
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