K Dhandapani & Co Ltd Directors Report

To,

The Members,

K DHANDAPANI AND CO LIMITED

CIN: U74999TN1980PLC008254

Bangalore

Your Directors are pleased to present the Thirty Fifth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended, 31st March, 2015.

1. FINANCIAL RESULTS:

Particulars	For the financial year ended 31st March, 2015 (Rs.)	For the financial year ended 31st March, 2014 (Rs.)
Revenue from operation (Net)	NIL	NIL
Other Income	10,141,816	8.225 851
Total Income	10,141,816	8,225,851
Less: Operational Expenses
Employee Benefits expenses	225,634	5.808
Finance Costs	1,955	46.641
Depreciation^ amortisation expenses	266,266	365,584
Other Expenses	2,438,698	463.585
Total Expenses	2,932,553	901,6181
Profit/(Loss) Before Tax	i 7,209,263	7.324,233
Less: Income tax	264174	1637290
Less Deferred tax	(82,276)	(119.145)
Profit/(Loss) After Tax	7,027,366	5.806,088
Dividends proposed to be distributed to preference shareholders	NIL	NIL
Tax on dividend	NIL	NIL
Transferred to General Reserve	NIL	NIL

2. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

During the year under review the Company did not earn any Revenue from Operation. The operations of the Company resulted in a Net Profit after tax of Rs. 70.27 Lakhs when compared to Rs. 58.06 Lakhs during the previous year.

3. MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2014-15, our Board has met Five times and the meetings of our Board of Directors were held on 30th June, 2014, 4th September, 2014, 2nd December, 2014 and 2nd January, 2015, 27th January, 2015.

Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required as per the provisions of Companies Act, 2013.

4. CHANGES IN BOARD COMPOSITION:

The Board of Directors is duly constituted and there was no appointment or resignation of Directors.

Mr. THIRUMALAI NAMBAKKAM KODHANDAPAN1 (DIN: 00021892) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year Mr. THIRUMALAI NAMBAKKAM DESIKAN (DIN: 00024176), Promoter and Chairman expired on 7th November, 2014. The Board expressed condolences for his demise and its appreciation for his invaluable contribution during his tenure as promoter and chairman for the progress of the Company since Incorporation.

5. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualification, reservation or adverse remarks made by the Auditors in their report.

The provisions relating to submission of Secretarial Audit Report in not applicable to the Company.

6. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, M/s. P.B. VIJAYARAGHAVAN & CO (Finns registration number: 00472 IS), Chartered Accountants Chennai, were appointed as Auditors of the Company to hold the office for a period of five (5) years in the last Annual General Meeting held on 30th September, 2014. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Accordingly members are requested to ratify the appointment of M/s. P.B. VIJAYARAGHAVAIS & CO, Chartered Accountants, Chennai as statutory auditors of the Company in the ensuing Annual General Meeting to hold office from conclusion this annual general meeting till the conclusion of the next Annual General Meeting on such remuneration as may be decided by the Board of Directors from time to time and other out of pocket expenses incurred by him in connection with the audit for the financial year ending March 31,2016.

Your directors recommend to ratify their appointment as Statutory Auditors of the Company for the financial year 2015-16,

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively,

8. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return on the prescribed format (MGT-9) is appended as "Annexure I" to the Boards Report.

9. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013,

10 PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188IU:

Particulars of contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is not applicable to the Company.

11. STATUTORY DISCLOSURES:

a. Conservation of Energy:

The Companys operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy,

b. Technology Absorption:

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology in ensuring it is connected with its clients across the globe.

c. Foreign Exchange Earnings and outgo:

The Foreign Exchange earnings and outgo during the financial period ended 31^st March, 2015 is as follows:

Particulars	31st March, 2015	31st March, 2014
	(In INR)	(In INR)
Foreign Exchange Earninqs	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

12. PARTICULARS OF EMPLOYEES:

There was no employee employed during the year who was in receipt of remuneration in excess of Rs. 5,00,000/- per month of Rs. 60,00,000/- per annum.

13. RISK MANAGEMENT POLICY:

There is no Risk Management Policy for the Company as its income is only from other sources,

14. CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

15. DIVIDEND & RESERVES:

During the year company has not declared and paid any dividend and there was no amount transferred to General Reserve.

16. DEPOSITS:

During the year under review the Company has not received any deposits from the public.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE PATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statement relate on the date of this report.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company is awaiting orders from CLB for condoning petition made to CLB for payment of excess dividend, beyond the prescribed limits,

19. ACKNOWLEDGEMENTS & APPRECIATION:

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company,

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	For and on behalf of the Board of Directors
Dated: 05/09/2015	T N KOTHANDAPANI	TN SRIDHARAN
Place : Chennai	Whole Time Director	Managing Director
	DIN:00021892	DIN: 00021828