Your Directors have pleasure in presenting herewith the Twenty First Annual Report along with Audited Statement of Accounts for the financial year ended on 31st March 2014.
The performance of the Company for the Financial Year ended 31st March, 2014 is summarized below:-
(Rs. in Lakhs)
|Particulars||Year ended||Year ended|
|31st March||31st March|
|Interest & other Financial||50.17||32.83|
|Profit / (Loss) before Tax and||(28.44)||(35.83)|
|prior period item|
|Less: Prior Period item||-||-|
|Provision for Tax (including||(0.62)||(0.83)|
|Deferred Tax & Fringe Benefit|
|Profit / (Loss) after Tax||(27.82)||(35.00)|
|Dividend on Preference||-||-|
|Provision for Corporate Tax on||-||-|
|Surplus / (Deficit) carried||674.18||702.00|
|Reserves and Surplus||1558.59||1586.41|
RESULTS OF OPERATIONS
The Revenue for the year decreased marginally from Rs. 440.03 to Rs. 438.18. However, the corresponding Profit/ (Loss) before interest, exceptional items, prior period expenses and taxation registered a decrease from of Rs. (35.83) in the FY 2013 to Rs. (28.44) in the current FY 2014. The detailed information on operational and financial performance, etc., is also given in the Management Discussion and Analysis Report which is annexed to the Directors Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.
Your Directors do not recommend Equity dividend for the financial year under review to conserve the resources.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Bhagyashree Khandwala who was appointed as an Additional Director by Board of Directors with effect from May 30, 2014 shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice from Members proposing her candidature for appointment as Director. Your Directors recommend her appointment as Director of the Company and shall be liable to retire by rotation.
Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointment and qualification of Director ) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint the following existing Directors as Non Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.
Mr. Shreedhar Parande Mr. Rohit Chand Mr. Kalpen Shukla
The Company has received requisite notice from Members proposing their candidature for appointment as Independent Directors and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. Brief resume of the Directors proposed to be re-appointed, qualification, experience and the name of the Companies in which he/she holds directorship, membership of the board committees, as stipulated in clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.
Your Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges. As part of the Companys efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of this Annual Report.
A certificate from the auditors of the Company, M/s Udyen Jain & Associates, Chartered Accountants, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is enclosed in the Annual Report.
RECONCILIATION OF SHARE CAPITAL
Your Company voluntarily appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary, to conduct Share Capital Audit of the Company for the financial year ended March 31, 2014. The Reconciliation of share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Listing Agreement, the Companies Act, 2013, and the Depositories Act, 1996.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the annual report.
Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. Your Company recognizes that Human Capital is its most valuable asset and thus endeavors to attract and retain the best available talent. Towards the end of FY 14 Your Company undertook an exercise to shrink the payroll head count to make it lean and more competitive. The Company through constant monitoring of its milestones and goals ensures that its operations are adequately staffed and in sync with requirements. Your Companys human resource policies are designed and implemented to achieve these objectives. The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.
AUDITORS& AUDITORS REPORT
M/s. Udyen Jain & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Observations made by the Auditors in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments.
PARTICULARS OF EMPLOYEES
The Company doesnt have any employee drawing remuneration and attracting the provisions of Section 217(2A) of the Companies Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this report in this regard.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the accounts for the period ended 31st March, 2014, the applicable accounting standards have been followed; (ii) 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/loss of the Company for the period under review; (iii) the Directors 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; (iv) the Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:
(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo: Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. 0.52 Lakhs
Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.
The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees hard work, dedication, teamwork and professionalism which has made the phenomenal growth possible year after year.
For and on behalf of the Board of Directors
Khandwala Securities Limited
S M Parande
Date: May 30, 2014
Shreedhar Parande , Chairman
Paresh J Khandwala , Managing Director & CEO
Rohit Chand , Director
Kalpen Shukla , Director
Company Head Office / Quarters:
Ground Floor Vikas Building,
Green Street Fort,
Phone : Maharashtra-91-22-22642300/40767373 / Maharashtra-
Fax : Maharashtra-91-22-22615172/40767377 / Maharashtra-
E-mail : firstname.lastname@example.org
Web : http://www.kslindia.com
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