Khandwala Securities Ltd

BSE: 531892 | NSE: KHANDSE | ISIN: INE060B01014 
Market Cap: [Rs.Cr.] 20.30 | Face Value: [Rs.] 10
Industry: Finance & Investments

Director's Report
DIRECTORS

Dear Members,

Your Directors have pleasure in presenting herewith the Twenty First Annual Reportalong with Audited Statement of Accounts for the financial year ended on 31stMarch 2014.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2014is summarized below:-

(Rs. in Lakhs)

Particulars Year ended Year ended
31st March 31st March
2014 2013
Total Income 438.18 440.03
Interest & other Financial 50.17 32.83
Charges
Depreciation 29.03 32.97
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
Tax)
Profit / (Loss) after Tax (27.82) (35.00)
Appropriations
Dividend on Preference - -
Shares
Provision for Corporate Tax on - -
Dividend
Surplus / (Deficit) carried 674.18 702.00
forward
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 expensesand taxation registered a decrease from of Rs. (35.83) in the FY 2013 to Rs. (28.44) inthe 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 tothe Directors’ Report and has been prepared in compliance with the terms of Clause 49of the Listing Agreement with the Indian Stock Exchanges.

DIVIDEND

Your Directors do not recommend Equity dividend for the financial year under review toconserve the resources.

DIRECTORS

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. BhagyashreeKhandwala who was appointed as an Additional Director by Board of Directors with effectfrom 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 forappointment as Director. Your Directors recommend her appointment as Director of theCompany and shall be liable to retire by rotation.

Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointmentand qualification of Director ) Rules, 2014 alongwith Schedule IV or re-enactment thereoffor the time being in force), the Independent Directors can hold office for a term of Fiveconsecutive years on the Board of your Company. Accordingly, it is proposed to appoint thefollowing existing Directors as Non – Executive, Independent Directors for fiveconsecutive 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 forappointment as Independent Directors and has also received Declaration from the aforesaidIndependent Directors confirming that they meet the criteria of Independence as prescribedunder provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the ListingAgreement with the Stock Exchanges. Brief resume of the Directors proposed to bere-appointed, qualification, experience and the name of the Companies in which he/sheholds directorship, membership of the board committees, as stipulated in clause 49 of thelisting agreement is provided in the Report on Corporate Governance forming a part of theannual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of theListing Agreement with the Stock Exchanges. As part of the Company’s efforts towardsbetter corporate practice and transparency, a separate report on Corporate Governancecompliances 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 asstipulated 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, PracticingCompany Secretary, to conduct Share Capital Audit of the Company for the financial yearended March 31, 2014. The Reconciliation of share Capital Audit Report confirms that theCompany has complied with all the applicable provisions of the Listing Agreement, theCompanies Act, 2013, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as requiredunder Clause 49 of the Listing Agreement, is given as a separate statement in the annualreport.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the qualityand strength of human resource. Your Company recognizes that Human Capital is its mostvaluable asset and thus endeavors to attract and retain the best available talent. Towardsthe end of FY 14 Your Company undertook an exercise to shrink the payroll head count tomake it lean and more competitive. The Company through constant monitoring of itsmilestones and goals ensures that its operations are adequately staffed and in sync withrequirements. Your Company’s human resource policies are designed and implemented toachieve these objectives. The Board wishes to place on record its appreciation for sincereand dedicated efforts put in by all the employees. Employee-Management relations continuedto remain cordial throughout the year under review.

AUDITORS& AUDITORS’ REPORT

M/s. Udyen Jain & Associates, Chartered Accountants, who are the Statutory Auditorsof the Company, hold office till the conclusion of the forthcoming Annual General Meetingand are eligible for re-appointment. The Company has received letters from them to theeffect that their re-appointment, if made, would be within the prescribed limits undersection 141(3)(g) of the Companies Act, 2013 and that they are not disqualified forre-appointment. Observations made by the Auditors in their Report, have been appropriatelydealt with in the notes forming part of the accounts for the year, which areself-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The Company doesn’t have any employee drawing remuneration and attracting theprovisions of Section 217(2A) of the Companies Act, read with the Companies (Particularsof Employees) Rules, 1975, as amended. Hence, no information is required to be appended tothis report in this regard.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 2013 withrespect to Directors’ Responsibility Statement, it is hereby confirmed that: (i) inthe preparation of the accounts for the period ended 31st March, 2014, the applicableaccounting standards have been followed; (ii) the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit/loss of the Company for theperiod under review; (iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the Directors have prepared the accountsfor 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 foreignexchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of theCompanies Act, 2013, read with Companies (Disclosures of Particulars in the Report ofBoard of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technologyabsorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo: Foreign Exchange Earned - Rs. Nil ForeignExchange Used - Rs. 0.52 Lakhs

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount ofprincipal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidancereceived by the Company from the Securities and Exchange Board of India, the StockExchanges and other government and regulatory agencies. The Board would like toacknowledge the continued support of its bankers, registrars, vendors, clients andinvestors. The Directors also wish to place on record their gratitude and appreciation ofthe employees’ hard work, dedication, teamwork and professionalism which has made thephenomenal growth possible year after year.

For and on behalf of the Board of Directors

Khandwala Securities Limited

S M Parande

Chairman

Date: May 30, 2014

Place: Mumbai.

   
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Key Information

Key Executives:

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,
Mumbai,
Maharashtra-400023
Phone : Maharashtra-91-22-22642300/40767373 / Maharashtra-
Fax : Maharashtra-91-22-22615172/40767377 / Maharashtra-
E-mail : investorgrievances@kslindia.com
Web : http://www.kslindia.com

Registrars:

Karvy Computershare Pvt Ltd
Karvy House 46,Road No 4 Street No1,Banjara Hills,Hyderabad - 500034

 
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