Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting 21st Annual Report of the
Company together with the Audited Financial Statement for the year
ended March 31,2015.
Financial Highlights (Standalone)
During the year under review, performance of your Company as under:
(Rupees in Lacs)
Particulars 2014-2015 2013-2014
Net Income 48.67 47.77
Less: Expenditure 28.05 22.87
Profit before Depreciation & Taxation 20.62 24.90
Less: Depreciation 0.17 0.07
Profit before Tax 20.45 24.83
Less: Taxes 5.38 10.20
Profit after TaX 15.07 14.63
Less: Transfer to Statutory Reserve
Account as per Section 45-IC of 3.01 2.93
Reserve Bank of India Act, 1934
Balance carried forward to Balance Sheet 12.06 11.70
Note: Previous year's figures are regrouped/rearranged, wherever
necessary.
Review of Company's Affairs
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the year under review, the Company has earned total income of
Rs. 48.67 Lacs as compared to the income of Rs. 47.77 Lacs during the
previous financial year. The profit after tax as on March 31,2015
amounted to Rs. 15.07 Lacs as against profit of Rs. 14.63 Lacs during
the previous financial year.
Dividend
With a view to conserve resources, your Directors do not recommend
dividend for the year under review.
Reserves
During the year under review, Rs. 3.01 Lacs (Previous year Rs. 2.93
Lacs) was transferred to Statutory Reserve Account as prescribed under
section 45-IC of the Reserve Bank of India Act, 1934, being 20% of the
profits after taxes for the year.
Authorised Share Capital
The Members of the Company had in the 20th AGM held on September 30,
2014, ratified & approved the decision of the Board of Directors for
rescission & withdrawal of Postal Ballot resolution passed on April 12,
2013, for increasing the Authorised Share Capital of the Company,
alteration of Memorandum and Articles of Association of the Company and
Preferential allotment of preference shares to Promoter Company.
Accordingly, the Authorised Share Capital of the Company remains
unaltered.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the extract of the Annual Return for the Financial Year 2014-15
in Form MGT-9 is annexed herewith as Annexure I'.
Material Changes and Commitments
No material changes and commitments have occurred between the end of
financial year of the Company and the date of this report affecting the
financial position of the Company as at March 31,2015.
Particulars of Loan, Guarantees and Investments under Section 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
Also, pursuant to Clause 32 of the Listing Agreement, the particulars
of Loans/Advances given to Subsidiaries have been disclosed in the
notes to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions attracting compliance under Section 188
of the Companies Act, 2013, are placed before the Audit Committee as
also before the Board for approval. The details of related party
transactions are given in the Notes to the Financial Statements.
Deposits
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 of the Companies Act, 2013 and the
rules made thereunder.
Details of Subsidiary, Associate Companies
The Company has one wholly owned subsidiary namely KLG Stock Brokers
Private Limited ("KSBPL"). There are no associate companies within the
meaning of Section 2(6) of the Companies Act, 2013. In accordance with
Section 129(3) of of the Companies Act, 2013 and AS-21 on Consolidated
Financial Statements, the Audited Consolidated Financial Statements
forms part of this Annual Report.
The performance and financial position of KSBPL, as per Section 129
read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to
the Notes to Financial Statements in Form AOC - 1 and hence not
repeated here for the sake of brevity, under Rule 8 of the Companies
(Accounts) Rules, 2014.
Further, during the financial year under review, none of the Companies
became or ceased to be the Subsidiary or Associate of the Company,
though the Board of Directors, in their Meeting held on August 12,
2015, approved the ceasing of KSBPL as subsidiary of the Company.
Details of Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Nikhil Gandhi (DIN: 00030560) retires by rotation at the ensuing
AgM and being eligible, offers himself for re-appointment.
Mr. Milan Mandani, Manager of the Company is the Key Managerial
Personnel pursuant to the provisions of Section 203 of the Companies
Act, 2013 and was already in office before the commencement of the the
Companies Act, 2013. Further, Ms. Nishita M. Nagrecha was appointed as
the Whole-time Key Managerial Personnel of the Company under the
category of Company Secretary with effect from November 13, 2014.
Mr. Mitul Shah was appointed as the Whole-time Key Managerial Personnel
of the Company under the category of Chief Financial Officer with
effect from November 13, 2014 who ceased to hold the said positions
with effect from May 25, 2015.
Brief profile of Director proposed to be re-appointed as aforesaid is
provided in the Exhibit to the Notice of ensuing AGM.
Declaration by Independent Directors
The Company has received necessary declaration from each of the
Independent Directors under section 149(6) of the Companies Act, 2013
that they meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Number of Board Meetings
The Board met four times during the financial year, May 30, 2014,
August 14, 2014, November 13, 2014 and February 13, 2015. The maximum
time gap between any two consecutive meetings did not exceed one
hundred and twenty days.
Independent Directors' Meeting:
The Independent Directors met on February 13, 2015, without the
attendance of Non- Independent Directors and members of the Management.
The Independent Directors, inter alia, reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of
the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.
Performance Evaluation
The Companies Act, 2013 and Clause 49 of the Listing Agreement entered
with the Stock Exchanges stipulate the performance evaluation of the
Directors, Board and its Committees. The Company has devised the
criteria based on which the annual performance evaluation of the
Directors, Board and Board Committees has been carried out.
The Committee of Independent Directors at their Meeting held on
February 13, 2015, evaluated the performance of Non- Independent
Directors including Chairperson of the Company and the Board as a
whole. The Board of Directors, at their Meeting held on February 13,
2015, considered the performance evaluation of the Directors, Board and
Board Committees. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Director
being evaluated and based on the evaluation process the Board had
determined to continue the term of all the Independent Directors.
The criteria for performance evaluation of Independent Directors are
mainly devised based upon the parameter for professional conduct, role,
functions and duties laid under Schedule IV to the Companies Act, 2013
and are annexed to this Report as "Annexure II".
Directors Responsibility Statement
In accordance with the provisions of Sec. 134(5) of the Companies Act
2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards has been
followed along with proper explanation relating to material departures;
b) they have 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 as at March 31,2015 and of the profit /loss of the Company
for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Audit committee
The Audit Committee comprises of Mr. V. Ramanan (Chairman), Ms.
Gayathri Ramachandran and Mr. Nilesh Mehta as Members. All the
recommendations made by the Audit Committee were accepted by the Board.
The details with respect to the powers, roles, terms of reference, etc.
of the Audit Committee are given in the Corporate Governance Report
that forms part of this Annual Report.
Statutory Auditors
At the AGM held on September 30, 2014, M/s. NBS & Co., Chartered
Accountants (ICAI Registration No. 110100W), were appointed as the
Statutory Auditors of the Company to hold office until the conclusion
of the 23rd AGM to be held in the calendar year 2017. In terms of
Section 139 of the Companies Act, 2013, read with the Rules thereto the
appointment of the auditors shall be placed for ratification at every
AGM. Accordingly, the appointment of M/s. NBS & Co., Chartered
Accountants, as Statutory Auditors of the Company, is placed for
ratification by the Members in the ensuing AGM.
The Company has obtained a written consent under Section 139 of the
Companies Act, 2013 from the Auditors to such continued appointment and
also a certificate from them to the effect that their appointment, if
ratified, would be in accordance with the conditions prescribed under
the Companies Act, 2013 and the rules made thereunder, as may be
applicable.
Auditors' Report
The Auditors' Report to the Members on the Accounts of the Company for
the financial year ended March 31,2015, does not contain any
qualification, reservation and adverse remark.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, the Board had
appointed Mr. Aashish K. Bhatt, Practicing Company Secretary, Mumbai,
as Secretarial Auditors to conduct the Secretarial Audit of the Company
for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015, does not contain any qualification, reservation and adverse
remark and is annexed to this report as 'Annexure III'.
Corporate Governance
Your Company adopts high standards of Corporate Governance and adheres
to the corporate governance requirements set out by the Securities and
Exchange Board of India (SEBI). A report on Corporate Governance along
with a certificate for compliance with the Clause 49 of the Listing
Agreement issued by Mr. Aashish K. Bhatt, Practicing Company
Secretaries, forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement is presented in
a separate section forming part of this Annual Report.
Adequacy of Internal Financial Control with reference to the Financial
Statements
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, no reportable
material weakness in the design or operation was observed in the
internal financial controls.
Managerial Remuneration
Disclosures of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required 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 annexed to this Report as 'Annexure IV".
None of the Directors of the Company are in receipt of any commission
from the Company or from Subsidiary of the Company. The details of
remuneration paid to the Directors and Key Managerial Personnel of the
Company are given in 'Annexure I' to this Report.
Risk Management Policy
Pursuant to the requirement of Section 134 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Company already has in
place a Risk Management Policy. It has a robust Risk Management
framework to identify and evaluate business risks and opportunities.
The framework seeks to create transparency, minimise adverse impact on
the business objectives and enhance the Company's competitive
advantage.
Significant & material orders passed by the regulators or courts or
tribunal
There are no significant material orders passed by the regulators or
courts or tribunals which would impact the going concern status and
Company's operations in future.
Nomination & Remuneration Policy
The Nomination and Remuneration Committee comprises of Ms. Gayathri
Ramachandran (Chairperson), Mr. V. Ramanan and Mr. Nikhil Gandhi as
Members. The terms of reference of the Committee are given in the
Corporate Governance Report which forms part of this Annual Report.
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee is duly approved by the Board of Directors
of the Company and is annexed to this Report as 'Annexure V'.
Familiarisation Programme for Board Members
The Board Members are provided with necessary documents and policies to
enable them to familiarise themselves with the Company's procedures and
practices.
The details of such familiarisation programmes for Independent
Directors of the Company are posted on the website of the Company at
www.klgcapital.com/images/pdf/Policies-Codes/Familarisation-Programme-
for-IDs-klg.pdf.
Vigil Mechanism/Whistle Blower Policy
The Company has implemented the Vigil Mechanism/Whistle Blower Policy
which encourages the Whistle Blower to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The mechanism provides for
adequate safeguards against victimization of Whistle Blower who avail
of such mechanism and also provides for direct access to the Chairman
of the Audit Committee, in exceptional cases.
The details of Vigil Mechanism/Whistle Blower Policy are available on
the website of the Company at www.klgcapital.com/
images/pdf/Policies-Codes/Whistle-Blower-Policy-Vigil-Mechanism.pdf.
Sexual Harassment
During the year under review there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Particulars of Employees
None of the employees exceed the limit pursuant to Section 197(12) of
the Companies Act, 2013 and Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo
Considering the nature of the business of the Company, there are no
particulars to be disclosed relating to the Conservation of Energy,
Research and Development and Technology Absorption as required under
Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, during the year under review.
There was no Foreign Exchange Earnings and Outgo during the year under
review.
Certificate under clause 49(IX) of the Listing Agreement
In lieu of CEO/CFO, the Board of the Directors of the Company, has
authorized the Manager to issue certificate under Clause 49(IX) of the
Listing Agreement. The certificate forms part of this Report.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Board
Members and Senior Management Personnel. A confirmation from the
Manager regarding compliance with the said Code by all the Directors
and Senior Management Personnel forms part of this Annual Report. The
Code of Conduct is posted on the website of the Company
www.klgcapital.com.
Green Initiative
In accordance with the 'Green Initiative', the Company has been sending
the Annual Report / Notice of AGM in electronic mode to those Members
whose E-mail Ids are registered with the Company and / or the
Depository Participants.
Your Directors are thankful to the Members for actively participating
in the Green Initiative.
Appreciations and Acknowledgment
The Board of Directors wishes to express its sincere appreciation and
thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors,
Government and other regulatory authorities for their consistent
support and co-operation and look forward to their continued support
and co-operation in future.
Registered Office: By Order of the Board of Directors
SKIL House, 209, Bank Street Cross Lane,
Fort, Mumbai - 400 023
CIN: L67120MH1994PLC218169 Gayathri Ramachandran
Ph: 022 - 6619 9000 Fax: 022 - 2269 6024 Chairperson
Email: [email protected] DIN 02872723
Website: www.klgcapital.com
Place: Mumbai
Date: August 12, 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 20th Annual Report of the
Company together with the Audited Statement of Accounts for the year
ended March 31,2014.
FINANCIAL PERFORMANCE (STANDALONE):
The performance of the Company for the financial year ended March
31,2014, is summarized below:
(Rs. In Lacs)
Particulars 2013-2014 2012-2013
Net Income 47.77 344.08
Less: Expenditure 22.87 155.12
Profit before Depreciation & Taxation 24.90 188.96
Less: Depreciation 0.07 0.09
Profit before Tax 24.83 188.87
Less: Taxes 10.19 75.55
Profit after Tax 14.63 113.32
Less: Transfer to Statutory 2.93 22.66
Reserve Account as per Section 45-IC of
Reserve
Bank of India Act, 1934
Balance carried forward to Balance Sheet 11.70 90.66
Note: Previous year''s figures are regrouped/rearranged, wherever
necessary.
DIVIDEND:
With a view to conserve resources, your Directors do not recommend
dividend for the year under review.
REVIEW OF OPERATIONS:
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the year under review, the Company has earned total income of
Rs. 47.77 Lacs as compared to the income of Rs. 344.08 Lacs during the
previous financial year. The profit after tax as on March 31,2014
amounted to Rs. 14.63 Lacs as against profit of Rs. 113.32 Lacs during
the previous financial year. AUTHORISED SHARE CAPITAL
Your Directors, in the Board Meeting held on March 31, 2014, withdrew
the resolutions passed through postal ballot on April 12, 2013, for
increasing the Authorised Share Capital of the Company, alteration of
Memorandum and Articles of Association of the Company and Preferential
allotment of preference shares to Promoter Company. Accordingly,
appropriate resolutions in this regard are being proposed at the
ensuing Annual General Meeting ("AGM") for ratification of the
Members.
DIRECTORS:
Mr. Nilesh Mehta retires by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.
The Board of Directors at their Meeting held on August 14, 2014,
resolved that Mr. Nikhil Gandhi, whose period of office was not liable
to determination by retirement of directors by rotation, shall be made
eligible for retirement by rotation, subject to the approval of the
Members, in order to have optimum number of Directors whose period of
office is liable to determination by retirement of directors by
rotation in terms of section 152 of the Companies Act, 2013.
Ms. Gayathri Ramachandran has been appointed as an Additional Director
under the category Independent Director, on May 30, 2014 and she holds
office up to the date of ensuing AGM.
Mr. V. Ramanan and Ms. Gayathri Ramachandran, who constitute the
Independent Directors, have filed the requisite declarations with the
Company to the effect that they qualify as Independent Directors within
the meaning of Section 149(6) of the said Act. Appropriate Resolutions
are being proposed at the ensuing AGM to appoint them for a period of
five consecutive years and they shall not be liable to retire by
rotation as contemplated under Section 149 of the said Companies Act,
2013.
Brief profiles of Directors proposed to be appointed/re-appointed as
aforesaid is provided in the Exhibit to the Notice of ensuing AGM. The
Board of Directors recommends appointment / reappointment of all the
above Directors at the ensuing AGM.
The tenure of Mr. Hemendra Singh as Whole-time Director of the Company
completed on September 30, 2013 and he was re- appointed by the Board
of Directors for a further period commencing from October 1,2013 upto
September 30, 2014, subject to the approval of Members. Mr. Hemendra
Singh ceased to be Director and Whole-time Director of the Company with
effect from closure of working hours on February 11,2014. Though he
ceased to be the Whole-time Director of the Company, approval of
Members is being sought for the extended tenure served by him i.e.,
from October 1, 2013 upto closure of working hours on February 11,2014,
for compliance with the requirements of Companies Act, 2013 and the
Rules made thereunder. Accordingly, a resolution is being proposed at
the ensuing AGM for ratification and approval of the Members.
Mr. B. G. Daga retired at the 19th AGM held on September 30, 2013, as
he did not opt for re-appointment due to his pre-occupations. Mr. B.
S. Bhalerao resigned from the Directorship of the Company with effect
from August 14, 2014 due to his ill health.
The Board places on record, its appreciation for the valuable
contribution made by Mr. Hemendra Singh, Mr. B. G. Daga and Mr. B. S.
Bhalerao during their tenure.
MANAGER:
The Board of Directors of the Company at their Meeting held on February
12, 2014, appointed Mr. Milan Mandani as Manager pursuant to the
provisions of Section 196 and 203 of the Companies Act, 2013 and the
Rules made thereunder read with Schedule V thereto (corresponding to
Section 269 and other applicable provisions of the Companies Act, 1956
read with Schedule XIII to the Companies Act, 1956), for a period of
two years commencing from February 12, 2014, subject to the approval of
Members and such other approvals as may be required.
Accordingly, appropriate resolution for appointment of Mr. Milan
Mandani as Manager is being proposed at the ensuing AGM for
ratification and approval of the Members.
SUBSIDIARY COMPANY:
Your Company has one wholly owned subsidiary namely KLG Stock Brokers
Private Limited ("KSBPL"). KSBPL is admitted as a Deposit Based
Trading Member of Cash and Equity Derivatives Segment of BSE Limited.
However, it is yet to commence the business.
As per Section 212 of the erstwhile Companies Act, 1956, the Company is
required to attach the Balance Sheet, Statement of Profit and Loss
together with Reports of Directors and Auditors thereon and other
documents of its subsidiary companies to its Annual Report. The
Ministry of Corporate Affairs (MCA), Government of India vide its
General Circular No. 2/2011 and 3/2011 dated February 8, 2011 and
February 21,2011, respectively, has provided an exemption to the
companies from complying with section 212, subject to certain
conditions being fulfilled by the Company. The Board of Directors of
the Company at its Meeting held on May 30, 2014, noted the provisions
of said Circular and passed the necessary resolution granting the
requisite approval for not attaching the accounts, etc of KSBPL to its
Annual Report for the year ended March 31,2014, subject to complying
with the provisions of the said circular.
The Company undertakes that annual accounts of KSBPL and related
detailed information will be made available to the Members of the
Company seeking such information at any point of time. The annual
accounts of KSBPL will be available for inspection at the Registered
Office of the Company and of KSBPL. The Company shall furnish the hard
copy of the detailed accounts of KSBPL to Members on demand.
In accordance with the requirements of Accounting Standard notified by
the Companies (Accounting Standards) Rules, 2006, the Consolidated
Financial Statements of the Company have been prepared and the same
forms part of this Annual Report. Statement of particulars of
subsidiary company as per the said General Circulars issued by MCA
forms part of the Consolidated Financial Statements.
PARTICULARS OF LOANS/ADVANCES GIVEN TO SUBSIDIARY COMPANY:
Pursuant to Clause 32 of the Listing Agreement, the requisite
particulars of loans/advances given to subsidiary have been disclosed
in the Audited Accounts of the Company for the year March 31,2014.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits under the provisions
of Section 58A of the Companies Act, 1956, during the year under
review.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217 (2AA) of the erstwhile
Companies Act, 1956, your Directors confirm that;
(i) In the preparation of annual accounts the applicable accounting
standards have been followed, along with proper explanation relating to
material departures.
(ii) They have 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 year;
(iii) They have 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 the Company and for
preventing and detecting fraud and other irregularities; and
(iv) They have prepared the annual accounts on a going concern basis.
CORPORATE GOVERNANCE
Your Company adopts high standards of Corporate Governance and adheres
to the corporate governance requirements set out by the Securities and
Exchange Board of India (SEBI). A section on Corporate Governance,
along with a certificate from Mr. Aashish K. Bhatt, Proprietor of M/s.
Aashish K. Bhatt & Associates, Practicing Company Secretaries,
confirming compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange forms part of this Report.
A review of operations, performance and future outlook of the Company
and its business is given in the Management Discussion and Analysis
Report which forms part of this Report.
CEO/CFO CERTIFICATION
In lieu of CEO/CFO, the Board of Directors of the Company, at the
Meeting held on February 12, 2014, authorised the Manager to issue
certificates as may be required under Listing Agreement from time to
time. Accordingly, the Certificate pursuant to Clause 49(V) of the
Listing Agreement issued by the Manager, in lieu of CEO/CFO, for the
year ended March 31, 2014, forms part of this Report.
COMPLIANCE CERTIFICATE
The Compliance Certificate for the financial year ended March 31,2014,
pursuant to section 383A of the erstwhile Companies Act, 1956, issued
by Mr. Aashish K. Bhatt, Proprietor of M/s. Aashish K. Bhatt &
Associates, Practising Company Secretaries, forms part of this Report.
LISTING ARRANGEMENT:
The Company''s Equity shares are listed on BSE Limited. The Company has
paid Annual Listing Fees to the Stock Exchange for the financial year
2014-15.
COMPANIES ACT, 2013
The Ministry of Corporate Affairs has made a major part of the
provisions of the Companies Act, 2013 effective from April 1,2014. The
new Companies Act, 2013 aims at enhanced disclosures and reporting for
the corporate sector with numerous compliance requirements.
The new Act is a positive step towards strengthening the corporate
governance regime in the country. Your Company is geared to implement
and comply with the new requirements of law. As a beginning towards
this, your Company constituted/re-aligned various Committees of the
Board of Directors in accordance with the provisions of Companies Act,
2013 as under:
AUDIT COMMITTEE
The Audit Committee comprises three Directors, viz; Ms. Gayathri
Ramachandran (Chairperson), Mr. V. Ramanan and Mr. Nilesh Mehta as
Members of the Committee. The terms of reference of the Audit Committee
are in accordance with the provisions of Section 177 of the Companies
Act, 2013 and Clause 49 of the Listing Agreement pertaining to
corporate governance norms.
In the Board Meeting held on August 14, 2014, the Board of Directors
enhanced the terms of reference and scope and functioning of the Audit
Committee to align with the revised Clause 49 of the Listing Agreement
which shall become effective from October 1,2014.
The Audit Committee has reviewed the Audited Accounts of the Company
for the year ended March 31,2014, annexed to this Report.
NOMINATION AND REMUNERATION COMMITTEE
In compliance with the provisions of Companies Act, 2013, your Company
re-aligned its existing ''Remuneration Committee'' as ''Nomination and
Remuneration Committee'' with an enhanced scope and functions as
stipulated under the new law. The Nomination & Remuneration Committee
of the Company comprises three Directors, viz; Mr. V. Ramanan
(Chairman), Mr. Nikhil Gandhi and Ms. Gayathri Ramachandran as Members
of the Committee.
In the Board Meeting held on August 14, 2014, the Board of Directors
enhanced the terms of reference and scope and functioning of the
Nomination and Remuneration Committee to align with the revised Clause
49 of the Listing Agreement which shall become effective from October
1,2014.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Your Company re-aligned its existing ''Shareholders / Investor''s
Grievance Committee'' as ''Stakeholders Relationship Committee'' with an
enhanced scope and functioning as stipulated under the new law. The
Stakeholders Relationship Committee comprises three Directors, viz; Mr.
V. Ramanan (Chairman), Mr. Nikhil Gandhi and Mr. Nilesh Mehta as
Members of the Committee.
In the Board Meeting held on August 14, 2014, the Board of Directors
enhanced the terms of reference and scope and functioning of the
Stakeholders Relationship Committee to align with the revised Clause 49
of the Listing Agreement which shall become effective from October
1,2014.
AUDITORS:
The Statutory Auditors, M/s. NBS & Co., Chartered Accountants (ICAI
Registration No. 110100W), hold office until the conclusion of ensuing
AGM and are eligible for re-appointment for a term of upto five
consecutive years as per Section 139 of the Companies Act, 2013. M/s.
NBS & Co., while offering themselves for re-appointment, have provided
certificate to the effect that, their re- appointment, if made, shall
be in accordance with the provisions of Section 139 of the Companies
Act, 2013 and they satisfy the criteria provided under Section 141 of
the Companies Act, 2013.
In view of the above and based on the recommendation of the Audit
Committee, the Board of Directors recommends re- appointment of M/s.
NBS & Co. as the Statutory Auditors of the Company for a period of
three consecutive years to hold office from the conclusion of Twentieth
AGM till the conclusion of Twenty-third AGM of the Company, subject to
ratification of their appointment by the Members at every AGM held
after this AGM.
AUDITOR''S REPORT:
The Auditors'' Report on the Accounts of the Company for the financial
year ended March 31,2014, is self explanatory and does not require any
further explanation.
INTERNAL AUDITORS:
M/s. Sanjay & Vijay Associates, Chartered Accountants (Firm
Registration No. 120123W), have been appointed as Internal Auditors for
conducting internal audit of the Company for the financial year
2014-15.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the employees of the
Company are covered under section 217(2A) of the erstwhile Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the nature of the business of the Company, there are no
particulars to be disclosed relating to the Conservation of Energy,
Research and Development and Technology Absorption as required under
Section 217(1)(e) of the erstwhile Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, during the year under review.
There was no Foreign Exchange Earnings and Outgo during the year under
review.
APPRECIATIONS AND ACKNOWLEDGEMENTS:
The Board of Directors wishes to express its sincere appreciation and
thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors
and Government Authorities and other regulatory authorities for their
consistent support and co-operation and look forward to their continued
support and co-operation in future.
For and on behalf of the Board of Directors
Place: Mumbai Nikhil P. Gandhi Nilesh Mehta
Date: August 14, 2014 Director Director
Registered Office:
SKIL House, 209, Bank Street Cross Lane,
Fort, Mumbai - 400 023
CIN: L67120MH1994PLC218169
Ph: 022 - 6619 9000 Fax: 022 - 2269 6024
Email: [email protected]
Website: www.klgcapital.com
Mar 31, 2013
To, The Members of KLG CAPITAL SERVICES LIMITED
The Directors are pleased to present the 19th Annual Report together
with the Audited Accounts for the financial year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
The performance of your Company on standalone basis for the financial
year ended March 31, 2013, as compared to the previous year is
summarised below:
(Rs. in Lacs)
Particulars March 31, 2013 March 31, 2012
Net Income 344.08 521.39
Less: Expenditure 155.12 334.11
Profit before Depreciation and Tax 188.96 187.28
Less: Depreciation 0.09 0.11
Profit before Tax 188.87 187.17
Less: Taxes 75.55 164.85
Profit after Tax for the year 113.32 22.32
Less: Transfer to Statutory Reserve
Account as per Section 45-IC of 22.66 4.46
Reserve Bank of India Act, 1934
Balance carried to Balance Sheet 246.44 155.78
Note: Previous year''s figures are regrouped/rearranged, wherever
necessary.
DIVIDEND
With a view to conserve resources, the Directors do not recommend
dividend for the year under review.
REVIEW OF OPERATIONS
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the year under review, the Company has earned total income of Rs.
344.08 Lacs as compared to the income of Rs. 521.39 Lacs during the
previous financial year. The profit after tax as on March 31, 2013
amounted to Rs. 113.32 as against profit of Rs. 22.32 Lacs during the
previous financial year.
SUBSIDIARY COMPANY
Your Company has one wholly owned subsidiary namely KLG Stock Brokers
Private Limited ("KSBPL"). KSBPL is admitted as a Deposit Based Trading
Member of Cash and Equity Derivatives Segment of BSE Limited. However,
it is yet to commence the business.
General Exemption: In terms of General Circular No. 2/2011 dated
February 8, 2011 read with General Circular No. 3/2011 dated February
21, 2011, issued by the Government of India - Ministry of Corporate
Affairs under section 212(8) of the Companies Act, 1956, general
exemption has been granted to companies from attaching the financial
statements of subsidiaries subject to fulfillment of conditions
prescribed in the said Circulars. The Company has complied with the
conditions mentioned in the said circular and accordingly, the
financial statements viz., Balance Sheet, Profit & Loss Account,
Directors'' Report and Auditor''s Report of KSBPL have not been annexed
to this Report. The brief financial information of KSBPL, as per the
requirement of the said Circular, is annexed to the Consolidated
Financial Statements of the Company, which forms part of this Annual
Report.
Further, the Audited Accounts of KSBPL will be furnished upon written
request from any Member of the Company. The Audited Accounts of KSBPL
will be made available at the Company''s website i.e.,
www.klgcapital.com and will also be made available for inspection at
the Registered Office of the Company and KSBPL. The Consolidated
Financial Statements presented by the Company in this Annual report
includes financial results of KSBPL.
DIRECTORS
The Board presently consists of six Directors which include one
Executive Director and five Non-Executive Directors with three of such
Non-Executive Directors being Independent Directors.
Mr. V. Ramanan was appointed as an Additional Director of the Company
with effect from May 28, 2013 and he holds office in such capacity upto
the date of this AGM. The appointment of Mr. V. Ramanan as Director is
to be confirmed by the Members at the ensuing AGM. The Board recommends
the appointment of Mr. V. Ramanan as a Director of the Company.
Mr. B. G. Daga, Director of the Company, is due for retirement by
rotation at the ensuing AGM. Mr. B.G Daga, though being eligible, does
not opt to be re-appointed as a Director of the Company due to his
pre-occupation. Mr. S. S. Thakur resigned from the Directorship of the
Company with effect from February 12, 2013, to comply with the
Regulatory requirement on his being a Director of MCX Stock Exchange
Limited. The Board placed on records its appreciation for the
contribution made by them during their tenure as Directors of the
Company.
The tenure of Mr. Hemendra Singh as Whole-time Director was completed
on January 28, 2013. The Board had re-appointed him as Whole-time
Director with effect from January 29, 2013 until the conclusion of
ensuing AGM, subject to the approval of the Members. The Board
recommends the approval of Members for the extended term of Mr.
Hemendra Singh as Whole-time Director.
Pursuant to Clause 49 of the Listing Agreement, the brief profile of
all the Directors proposed to be appointed/re-appointed at the ensuing
AGM are provided in the Notice of ensuing AGM.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that :
a) in the preparation of the annual accounts for the financial year
ended March 31, 2013, the applicable accounting standards have been
followed alongwith proper explanation relating to the material
departures;
b) the selected accounting policies were applied consistently and the
Directors 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 as at March 31, 2013 and of the profit of the Company for the
year ended on that date;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the
Company, bearing ICAI Registration No. 110100W, retire at the
conclusion of ensuing AGM and are eligible for re-appointment as
required under the provisions of section 224(1B) of the Companies Act,
1956, the Company has obtained written certificate from the retiring
auditors to the effect that their re-appointment, if made, would be
within the limits prescribed under the said Act.
The Board recommends the re-appointment of M/s. NBS & Co., Chartered
Accountants, as the Statutory Auditors of the Company.
AUDITORS'' REPORT
The Auditors'' Report to the Members on the Accounts of the Company for
the year ended March 31, 2013, is self explanatory.
AUDIT COMMITTEE
The composition of the Audit Committee is in compliance with Section
292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.
The present constitution of Audit Committee comprises of Mr. B. S.
Bhalerao as Chairman and Mr. B. G. Daga, Mr. V. Ramanan and Mr. Nilesh
Mehta as Members. The Audit Committee has reviewed the Accounts of the
Company for the year ended March 31, 2013, annexed with this Report.
SHARE CAPITAL
The Authorised Share Capital of the Company was increased from Rs.
3,50,00,000/- (Rupees Three Crores Fifty Lacs Only) divided into
35,00,000 (Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten only)
each to Rs. 45,00,00,000/- (Rupees Forty Five Crores only) divided into
50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each
and 4,00,00,000 (Four Crores) Preference Shares of Rs. 10/- (Rupees Ten
only) each vide resolution passed by way of Postal Ballot on April 12,
2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, prepared in accordance with
the requirements of Clause 49 of the Listing Agreement, forms part of
this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchange(s), a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from M/s. Aashish K. Bhatt &
Associates, Practising Company Secretaries, confirming compliance forms
part of this Report.
LISTING AGREEMENT COMPLIANCES
The Equity Shares of the Company are listed on BSE Limited. The Company
has paid the annual listing fees for the financial year 2013-2014 and
has complied with the conditions of the Listing Agreement with BSE
Limited.
DEPOSITS
During the financial year under review, the Company has not accepted
any deposits from the public and hence there are no outstanding
deposits as on March 31, 2013.
BUY BACK
No shares of the Company were bought back during the financial year
under review.
COMPLIANCE CERTIFICATE
The Compliance Certificate for the financial year ended March 31, 2013,
pursuant to section 383A of the Companies Act, 1956, issued by M/s.
Aashish K. Bhatt & Associates, Practising Company Secretaries, forms
part of this Report.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the employees of the
Company are covered under section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975.
PARTICULARS OF LOANS/ADVANCES
The disclosure in terms of Clause 32 of the Listing Agreement has been
made in the Audited Accounts of the Company for the financial year
ended March 31, 2013, wherever necessary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the nature of business of the Company, there are no
particulars to be disclosed in respect of conservation of energy and
technology absorption as required under Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988. There are no
Foreign Exchange Earnings and Outgo during the year ended March 31,
2013.
PERSONNEL RELATIONS
The personnel relations of the Company remained cordial and peaceful
throughout the year.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The ''Green Initiative in Corporate Governance'' programme was introduced
by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011
dated April 21, 2011 and April 29, 2011, respectively, whereby
Companies were given permission to send notices, documents including
Annual Report, etc. in electronic mode. This reduces paper consumption
to a great extent and allows Members to contribute towards a Greener
Environment.
In this regard, Company had already issued a letter to all the Members
giving them an advance opportunity to register their email address (and
changes therein from time to time) with the Company so that the
documents can be sent to them in the electronic mode. Accordingly, the
Company has arranged to send the soft copies of these documents to the
E-mail IDs of Members, wherever applicable. In case any of the Members
would like to receive physical copies of these documents, the same
shall be forwarded, free of cost, on written request made by Members to
Link Intime India Private Limited, the Registrar and Share Transfer
Agents of the Company.
ACKNOWLEDGEMENT
Your Directors thank all the Members, Employees, Bankers, Clients,
Vendors and Government Authorities for their support during the year
under review and look forward to their continued support in the future.
By Order of the Board of Directors
Sd/- Sd/-
Place : Mumbai Hemendra Singh B. S. Bhalerao
Date : August 28, 2013 Whole-time Director Director
Mar 31, 2012
To The Members of KLG Capital Services Limited
The Directors have pleasure in presenting 18th Annual Report, together
with the Audited Accounts for the financial year ended March 31, 2012.
FINANCIAL HIGHLIGHTS
The salient features of the Companys financial results (Standalone)
for the year under review as compared with the figures of the previous
year are as follows:
(Rs In Lacs)
Particulars March 31,
2012 March
31, 2011
Net Income 521.39 512.06
Less: Expenditure 334.12 285.59
Profit before Depreciation and Tax 187.27 226.47
Less: Depreciation 0.11 Nil
Profit before Tax 187.16 226.47
Less: Taxes 164.85 150.00
Profit after Tax for the year 22.31 76.47
Note: Previous years figures are
regrouped/rearranged, wherever necessary.
DIVIDEND
With a view to conserve resources, the Directors do not recommend
dividend for the year under review.
REVIEW OF OPERATIONS
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the year under review, the Company has earned total income of Rs.
521.39 Lacs as compared to the income of Rs. 512.06 Lacs during the
previous financial year. The Company has made a profit after tax of Rs.
22.31 Lacs as against profit of Rs. 76.47 Lacs during the previous
financial year.
SUBSIDIARY COMPANY
Your Company has one wholly owned subsidiary namely KLG Stock Brokers
Private Limited ("KSBPL"). KSBPL holds Deposit Based Trading
Membership of Cash Segment and Equity Derivatives Segment of the BSE
Limited.
General Exemption: The Ministry of Corporate Affairs, vide its General
Circular No. 2/ 2011 dated February 8, 2011, has granted general
exemption under section 212(8) of the Companies Act, 1956, to Companies
from not attaching the accounts and related documents of subsidiaries
in their Annual Report subject to fulfillment of certain conditions
prescribed therein. The Company has complied with all the conditions
mentioned in the said circular. Accordingly, the Balance Sheet, Profit
& Loss Account, Directors Report and Auditors Report of KSBPL
have not been attached to this Report. The Financial information of
KSBPL, as per the requirement of the said Circular, is annexed to the
Consolidated Financial Statements.
Further, the Annual Accounts of KSBPL will be made available upon
written request by any Member of the Company The Annual Accounts of
KSBPL will be made available at the Companys website i.e.,
www.klgcapital.com and will also be available for inspection at the
Registered Office of the Company and KSBPL. The Consolidated Financial
Statements presented by the Company includes financial results of
KSBPL.
DIRECTORS
The Board presently consists of six Non-Executive Directors and one
Whole-time Director. In accordance with the provisions of the Companies
Act, 1956 and the Articles of Association of the Company, Mr. Jitendra
Sanghavi and Mr. Nils Mehta, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting. Mr. Nils Mehta, being
eligible, offers himself for re-appointment. The Board recommends the
re-appointment of Mr. Nilesh Mehta for the approval of the Members. Mr.
Jitendra Songhai, though being eligible for re-appointment, does not
opt to be re-appointed due to his pre-occupation. The Board places on
record its appreciation for the valuable services rendered by Mr.
Jitendra Songhai during his tenure as a Director of the Company.
Mr. B. S. Bhalerao was appointed as an Additional Director of the
Company w.e.f. May 28, 2012. He holds office upto the date of ensuing
Annual General Meeting. The Company has received notice pursuant to
section 257 of the Companies Act, 1956, from a Member signifying his
intention to propose the appointment Mr. B. S. Bhalerao as Director at
the ensuing
Annual General Meeting. The appointment of Mr. B. S. Bhalerao as
Director is to be confirmed by the Members at the ensuing Annual
General Meeting. The Board recommends the appointment of Mr. B. S.
Bhalerao as a Director of the Company.
Pursuant to Clause 49 of the Listing Agreement, the brief profiles of
all the Directors proposed to be appointed/re-appointed at the ensuing
Annual General Meeting are provided in the Notice of ensuing Annual
General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
would like to state that:
1) in the preparation of the annual accounts for the financial year
ended March 31, 2012, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures;
2) the Directors have 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 as at March 31, 2012 and of the profit or loss of the
Company for that year;
3) the Directors have 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
the Company and for preventing and detecting fraud and other
irregularities;
4) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the
Company, bearing ICAI Registration No. 110100W, retire at the
conclusion of ensuing Annual General Meeting and being eligible, have
confirmed their eligibility and willingness to accept office, if
re-appointed.
As required under the provisions of section 224 of the Companies Act,
1956, the Company has obtained written certificate from the retiring
auditors to the effect that their re-appointment, if made, would be
within the limits prescribed under the said Act.
AUDITORS REPORT
The Auditors Report to the Members on the Accounts of the Company
for the year ended March 31, 2012, is self-explanatory. AUDIT
COMMITTEE
The composition of the Audit Committee is in compliance with Clause 49
of the Listing Agreement. The Audit Committee of the Board was
re-constituted on May 28, 2012. The Audit Committee of the Board
presently comprises of Mr. B. S. Bhalerao as Chairman and Mr. B. G.
Daga, Mr. S. S. Thakur and Mr. Nilesh Mehta as Members. The Audit
Committee has reviewed the Accounts of the Company for the year ended
March 31, 2012, annexed with this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, prepared in accordance
with the requirements of Clause 49 of the Listing Agreement, forms a
part of this Annual Report.
CORPORATE GOVERNANCE
The Company has been following the principles and practices of good
Corporate Governance and has ensured due compliance with all the
applicable requirements stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange. A detailed report on Corporate
Governance forms a part of this Annual Report M/s. Aashish K. Bhatt &
Associates, Practicing Company Secretaries, have certified the
Companys compliance with the requirements of Corporate Governance in
terms of Clause 49 of the Listing Agreement and the same is annexed to
the Report on Corporate Governance.
RBI COMPLIANCES
The Company has followed the guidelines of Reserve Bank of India with
regard to prudential norms, capital adequacy and other norms stipulated
from time to time and as applicable to Non-Deposit taking NBFCs.
LISTING AGREEMENT
The Equity Shares of the Company are listed on BSE Limited. The Company
has paid the annual listing fees for the financial year 2012-2013. The
Company has duly complied with various requirements and conditions
stipulated under the Listing Agreement with BSE Limited.
DEPOSITS
During the financial year under review, the Company has not accepted
any deposits from the public and hence there are no outstanding
deposits as on March 31, 2012.
BUY BACK
No shares of the Company were bought back during the financial year
under review.
COMPLIANCE CERTIFICATE
The Compliance Certificate pursuant to section 383A of the Companies
Act, 1956, issued by Mr. Aashish Bhatt, Practicing Company Secretary,
for the year ended March 31, 2012, forms part of this Report.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the employees of the
Company are covered under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information in respect of conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988, is provided hereunder:
Conservation of Energy : Not Applicable
Technology Absorption : Nil
Foreign Exchange Earnings and Outgo : Nil
PERSONNEL RELATIONS
The personnel relations of the Company remained cordial and peaceful
throughout the year.
INVESTOR RELATIONS
The Company continues to provide prompt investor service through quick
resolution of investor grievances. The Company has designated an E-mail
ID viz. [email protected] to enable the investors to
post their grievances and the Company to monitor its redressed.
The securities of your Company are listed at BSE Limited. The Members
are requested to refer to General Shareholders Information given in
Corporate Governance Report annexed to this report.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The 'Green Initiative in Corporate Governance programmed was
introduced by the Ministry of Corporate Affairs vide Circulars 17/2011
and 18/2011 dated April 21, 2011 and April 29, 2011, respectively,
whereby Companies are permitted to send notices, documents including
Annual Report, etc. in electronic mode. This reduces paper consumption
to a great extent and allows Members to contribute towards a Greener
Environment.
In this regard, Company had already issued a letter to all the Members
giving them an advance opportunity to register their email address (and
changes therein from time to time) with the Company so that the
documents can be sent to them in the electronic mode. Accordingly, the
Company has arranged to send the soft copies of these documents to the
E-mail IDs of Members, wherever applicable. In case any of the Members
would like to receive physical copies of these documents, the same
shall be forwarded, free of cost, on written request made by Members to
the Registrar and Share Transfer Agents of the Company i.e., Link
In time India Private Limited.
ACKNOWLEDGEMENT
Your Directors thank all the employees, the Bankers, the Clients,
Vendors and Government Authorities for their support during the year
under review and look forward to their continued support in the future.
For and on behalf of the Board of Directors
Place: Mumbai Hemendra Singh B. S. Bhalerao
Date: August 14, 2012 Whole-time
Director Director
Mar 31, 2010
The Directors have pleasure in presenting 16m Annual Report, together
with the Audited Accounts for the year ended March 31, 2010.
FINANCIAL HIGHLIGHTS
The salient features of the Companys financial results for the year
under review are as follows:
Particulars Year Ended Year Ended
31st March, 2010 31st March, 2009
(Rs.) (Rs.)
Total Income 5017288 4950000
Total Expenditure 837304 2672504
Profit before Depreciation and Tax 4179984 2277496
Depreciation - -
Profit before Tax 4179984 2277496
Current Tax 1300000 700000
Provision for FBT - 285
Profit after Tax for the year 2879984 1577211
DIVIDEND
With the view to conserve resources the Directors do not recommend any
dividend for the year under review.
REVIEW OF OPERATIONS
The Company had total income of Rs. 50.17 Lacs during the year under
review as compared to Rs. 49.50 Lacs for the previous year and the
company had made a profit befor tax of Rs. 41.79 Lacs as compared to a
profit of Rs. 22.77 Lacs during the previous year.
DIRECTORS
In accordance with the provisions of Companies Act, 1956, Mr. Jitendra
Sanghavi, Director of the Company retires by rotation and being
eligible, offer himself for re-appointment at the ensuing Annual
General Meeting.
Mr. Nilesh Mehta was appointed as Additional Director w.e.f.September
29, 2009 and hold the office as Director upto the date of the ensuing
Annual General Meeting. The Board recommends his appointment as
Director who is liable to retire by rotation.
Mr. Hemendra Singh was appointed as Additional Director and Whole Time
Director on January 29, 2010 and his appointment as Director and Whole
Time Director is to be confirmed by shareholders in the Annual General
Meeting
Brief resume of the Directors proposed to be appointed / re-appointed,
nature of their expertise in specific functional areas and names of
companies in which they hold Directorships and
Memberships/Chairmanships of Board Committees, are provided in the
Notice of the Annual General meeting which is forms part of the Annual
Report.
Mr. Hemant Patel and Mr. Praveen Mohnot has tendered their resignation
from the Directorships w.e.f. September 23, 2009. The Board places on
record its appreciation for the valuable contribution made by them
during their tenure as Directors of the Company
AUDITORS
M/s NBS & Co., Chartered Accountants, the Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible, have expressed their willingness to
continue.
The Company has received a letter from them to the effect that their
reappointment, if made, would be within the prescribed limit under
section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for such reappointment within the meaning of section 226
of the said Act.
AUDITORS REPORT
The Auditors Report to the Shareholders does not contain any
reservations, qualification or adverse remark.
MANAGEMENT DISCUSSION AND ANALYSIS
The report on Management Discussion and Analysis on the operations of
the Company is provided in a separate section and it forms part of this
report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with certificate from Practicing Company Secretary
on compliance with the conditions as stipulated under Clause 49 is
annexed to the Annual Report.
LISTING AGREEMENT
The Companys Equity Shares are listed on the Bombay Stock Exchange
Ltd. (BSE) and listing fee has been paid up to date.
The Company has duly complied with various requirements and compliances
under various clauses of Listing Agreement from time to time, as
required by the listed company.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public during
the financial year 2009-10.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that: -
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. The Directors have 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 or
loss of the Company for the year under review;
3. The Directors have 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
the Company and for preventing and detecting fraud and other
irregularities;
4. The annual accounts has been prepared on a going concern basis.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The provisions of Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in Report of the Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorptions is not applicable to the Company.
The Directors also certify that during the year, the companys foreign
exchange earnings and outgo both are nil.
PARTICULARS OF EMPLOYEES
The information required pursuant to provisions of Section 217(2A) of
the Companies Act, 1956 relating to the Companies (Particulars of
Employees) Rules, 1975, in respect of employees of the Company, is not
applicable to the Company.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for
the co-operation and support received from all the stakeholders.
For and on behalf of the Board
Date: May 20, 2010 Hemendra Singh Nilesh Mehta
Place : Mumbai Whole Time Director Director