To,
The Members,
Ken Financial Services Limited
Your Directors have pleasure in presenting the 29th Annual Report on the
Business and Operations of the Company together with the Audited Statement of Accounts of
the Company for the financial year ended on March 31, 2023.
1. Financial Results:
The financial results are summarized below:
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
A Total Income |
7,90,297 |
7,23,473 |
B Total Expenses |
6,91,331 |
6,23,310 |
C Profit/(Loss) Before Tax |
98,966 |
1,00,163 |
D Tax expense:
- Current Tax |
33,090 |
25,600 |
- Tax for earlier years |
5,957 |
(387) |
- Deferred Tax |
(1,839 |
332 |
E Profit/(Loss) after Tax |
61,758 |
74,617 |
2. Financial Performance:
During the year, the Company has earned Total Income of Rs.7,90,297 Hundreds in
comparison to Rs. 7,23,473 Hundreds during the previous year. The total expenses have
increased from Rs. 6,23,310 Hundreds to Rs. 6,91,331 Hundreds due to which Net Profit
after tax is Rs. 61,758 Hundreds in comparison with Rs.74,617 Hundreds during the previous
year. Your directors are of the opinion of performing better in forthcoming year. There is
no change in the nature of business carried on by the Company during the financial year
ended March 31,2023
3. Dividend & Reserves:
The Board has not recommended dividend for the financial year ended March 31, 2023. No
amount of profit earned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
The Company is a non-systemically important non-deposit taking non-banking financial
company (NBFC) registered with the Reserve Bank of India (RBI) since March 24, 1998, with
registration number 13.00423 and classified as NBFC-Investment and Credit Company
(NBFC-ICC) pursuant to circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22nd February,
2019. The Company is mainly engaged in the business of financing and continues to comply
with all the rules, regulations and the guidelines issued by RBI. There is no material
changes between the end of the financial year and the date of the report which may affect
the financial position of the Company. Management Discussion & Analysis report is
being given under Corporate Governance Report.
5. Listing with Stock Exchanges:
At present, the Equity shares of the Company are listed at BSE Limited. The trading in
the shares of the Company on BSE Portal is suspended w.e.f. 21.12.2015 due to certain
noncompliance. The process of revocation of suspension in trading of securities of the
company is being carried out by the Company.
6. Dematerialization of Shares:
99.40% of Companys paid-up Equity Share Capital is in dematerialized form as on March
31, 2023 and the balance 0.60% is in physical form. The Companys Registrar and Transfer
Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at
Unit No.9, Shiv Shakti Industrial Estate, Gr. Floor, J R Boricha Marg, Lower Parel, Mumbai
- 400 011.
7. Internal Financial Controls:
Internal Financial Controls laid down by the Company is a systematic set of controls
and procedures to ensure orderly and effective conduct of its business including adherence
to Companys policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. Internal financial controls not only require the system to
be designed effectively but also to be tested for operating effectiveness periodically.
During the year, such controls were tested and no reportable material weaknesses in the
design or operation were observed.
8. Finance & Accounts:
The board after assessing the capital buffers and liquidity levels, the Company did not
raise any finance by issue of any securities during the year. Company has adequate
financial resources at its disposal for carrying on its business. Your company is required
to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015. The estimates and judgments relating to financial
statements are made on prudent basis, so as to reflect in a true and fair manner, the form
and substance of transactions reasonably present the Companys state of affairs and profit
for the FY2023.
9. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies. Hence
the statement containing salient features of the financial statement of Subsidiaries/
Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of
section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not
applicable to the Company.
10. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
11. Statutory Auditors:
The members of the Company at the 26th AGM held on 28th
September, 2020 had appointed M/s. Satya Prakash Natani & Co. (having Firm
Registration No. 115438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the
Company for a term of 5 years and accordingly they hold their office till the conclusion
of Annual General Meeting to be held in the year 2025.
The Auditors Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer.
12. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary, Mumbai,
as the Secretarial Auditor of the Company.
The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as
Annexure A. As regards, to the qualification in the Report, we submit that the delay in
filing the SDD Compliance Certificate was due to oversight and henceforth due care shall
be taken for the same.
13. Internal Auditors:
The internal audit function provides an independent view to the Board of Directors, the
Audit Committee and the Senior Management on the quality and efficacy of the internal
controls, governance systems and processes. In line with the RBIs guidelines on Risk
Based Internal Audit, the Company has adopted a Risk Based Internal Audit policy.
In terms of Section 138 of the Companies Act, 2013 and Rules made thereunder, M/s. P N
S V & Co., Chartered Accountants are the Internal Auditors of the Company.
14. Reporting of Fraud by Auditors:
During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.
15. Annual Return:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can
be accessed at Companys website at www.ken-fin.com.
16. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign
exchange.
17. Particulars Regarding Conservation of Energy, Technology Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy
and Technology absorption. The Company is not having manufacturing facilities of its own;
therefore, information required under this clause is not applicable to the Company.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
KFSL encourages its employees to broaden their professional horizons in order to climb
the corporate ladder by providing meaningful opportunities for learning and advancement
and treat them as one of the most important assets. Y our Company thrust is on the
promotion of talent internally through job rotation and job enlargement.
20. Meetings of the Board:
The Board of Directors of the Company duly met seven (7) times during the year. Details
of the meetings and attendance thereat form part of the Corporate Governance Report. The
Board met at least once in every calendar quarter and the gap between two meetings did not
exceed one hundred and twenty days as prescribed under the Companies Act, 2013.
21. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required
under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of
your Company is disqualified to hold office as director and debarred from holding the
office of a Director.
22. Directors and Key Managerial Personnel:
(i) Appointment of Directors:
(a) The Board of Directors of the Company appointed Mr. Shakti Singh Rathore (holding
DIN 09208373) as an Additional Executive Director w.e.f. 13th November, 2021.
Subsequently, the members of the Company, at their 28th AGM held on 30th
September, 2022, appointed Mr. Shakti Singh Rathore as a Director of the Company.
(b) The Board of Directors of the Company appointed Mr. Praveen Kumar Modi (holding DIN
08428737) as an Additional Director (Professional Executive) w.e.f. 30th
August, 2022. Subsequently, the members of the Company, at their 28th AGM held
on 30th September, 2022, appointed Mr. Praveen Kumar Modi as a Director of the
Company.
(ii) Appointment of a Managing Director:
The Board of Directors of the Company appointed Mr. Shakti Singh Rathore (holding DIN
09208373 as a Managing Director of the Company for a period of five years with effect from
30th August, 2022. Subsequently, the members of the Company at their 28th
AGM held on 30th September, 2022 approved the appointment of Mr. Shakti Singh
Rathore as a Managing Director for a period of 5 (five) years from August 30, 2022 to
August 29, 2027.
(iii) Resignation of Whole-time Director:
Mr. Sumit Surendra Gupta (holding DIN 06938413), resigned from the post of Whole-time
Director of the Company with effect from close of business hours of 14th
November, 2022.
(iv) Resignation of Chief Financial Officer:
Mr. Sumit Surendra Gupta (having PAN AJAPG4977F), resigned from the position of Chief
Financial Officer of the Company with effect from close of business hours of 14th
November, 2022.
(v) Appointment of Chief Financial Officer;
Mr. Praveen Kumar Modi (having PAN EXHPM4450A) was appointed as the Chief Financial
Officer of the Company with effect from close of business hours of 14th November,
2022.
(vi) Resignation of Company Secretary;
Ms. Khushboo Vasudev (having Membership No.: A51287) resigned from the post of Company
Secretary and Compliance Officer of the Company with effect from close of business hours
of 14th November, 2022.
(vii) Appointment of Company Secretary;
Mrs. Sarika Agarwal (having Membership No.: A14710) was appointed as the Company
Secretary and Compliance Officer of the Company with effect from close of business hours
of 14th November, 2022.
(viii) Resignation of Independent Director:
Mr. Ramanuj Babulal Sodani (holding DIN 00004109) resigned as an Independent Director
of the Company with effect from close of business hours of 15th December, 2022.
(ix) Appointment of Additional Director:
The Board of Directors of the Company appointed Mr. Ritesh Kumar Pathak holding DIN
09517090), as an Additional Director- Independent Director on the Board with effect from
close of business hours of 14th March, 2023.
(x) Appointment of Directors retiring by rotation:
Mr. Praveen Kumar Modi (holding DIN 08428737) Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible offers himself for
reappointment.
(xi) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. Vigil Mechanism:
A vigil mechanism provides a channel to employees and Directors to report to the
management concerns about unethical behavior, actual or suspected fraud or violation of
the Codes of Conduct or any Policy of the Company. The Company is committed to adhere to
the highest standards of ethical, moral and legal conduct of its business operations. In
order to ensure that the activities of the Company and its employees are conducted in a
fair and transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behavior the company has adopted a vigil mechanism policy pursuant
to the requirements of section 177(9) of the Act and regulation 22 of the SEBI Listing
Regulations and the same can be accessed on Companys website www.ken-fin.com.
24. Directors Responsibility Statement:
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values pursuant to the provisions of the
Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied
except where a newly issued Accounting Standard is initially adopted or a revision to an
existing Accounting Standard requires a change in the accounting policy. These form a part
of the Notes to the financial statements.
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the
directors confirm that:
a) in the preparation of annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgements and
estimates that are reasonable and prudent manner so as to ensure true and fair view of the
state of affairs of the Company as at March 31, 2023 and of the profit of the Company for
the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
25. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the Secretarial
Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
26. Particulars of Loans, Guarantees or Investments:
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans in ordinary course of its business. 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.
27. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during FY2023 with related
parties were in compliance with the applicable provisions of the Act and SEBI Listing
Regulations. All related party transactions entered during FY2023 were on arms length
basis and not material under the Act and SEBI Listing Regulations. None of the
transactions required members prior approval under the Act or SEBI Listing Regulations.
Details of transactions with related parties during FY2023 are provided in the notes to
the financial statements. There were no transaction requiring disclosure under section
134(3)(h) of the Companies Act, 2013. Hence, Form AOC-2 does not form a part of this
report.
28. Risk Management:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Board of the Company at
regular intervals monitors the financial, operational, legal risk to the Company. There is
no risk, which in the opinion of the Board which may threaten the existence of the
Company. Pursuant to Section 134 (3) (n) of the Companies Act 2013 it is stated that at
present the company has not identified any element of risk which may threaten the
existence of the Company.
29. Safety:
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.
30. Significant and Material Orders Passed by the Regulators or Courts or Tribunal:
During the year, there were no significant and material orders passed by Regulators or
Courts or Tribunal impacting the going concern status of the Company and its future
operations.
31. Material changes and commitments affecting the Financial Position of the Company:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
on the date of this report.
32. Board Evaluation:
Pursuant to Section 178 of the Act, the Nomination and Remuneration Committee and the
Board has decided that the evaluation shall be carried out by the Board only and the
Committee will only review its implementation and compliance.
Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the
performance evaluation of independent directors shall be done by the entire Board
excluding the Directors being evaluated on the basis of performance and fulfillment of
criteria of independence and their independence from the Management.
The Board performs three major roles in a company - it provides direction (i.e. sets
the strategic direction of the company), it controls (i.e. monitors the management) and
provides support and advice (advisory role). Board evaluation typically examines these
roles of the Board and the entailing responsibilities, and assesses how effectively these
are fulfilled by the Board. The effectiveness of the Board depends on a variety of
factors, some of which are:
Board Structure: its composition, constitution and diversity and that of its
Committees, competencies of the members, Board and Committee charters, frequency of
meetings, procedures.
Dynamics and Functioning of the Board: annual Board calendar, information availability,
interactions and communication with CFO and senior executives, Board agenda, cohesiveness
and the quality of participation in Board meetings.
Financial Reporting Process, Internal Audit and Internal Controls: the integrity and
the robustness of the financial and other controls regarding abusive related party
transactions, vigil mechanism and risk management.
Monitoring Role: monitoring of policies, strategy implementation and systems.
33. Audit Committee:
The Audit Committee is comprised of three Independent Directors. The composition of the
Audit Committee is as follows:
Name |
Designation |
Category |
Mr. Manoj Kumar More |
Chairman |
Non-Executive Independent Director |
Ms. Neha Kailash Bhageria |
Member |
Non-Executive Independent Director |
Mr. Ramanuj Sodani 1 |
Member |
Non-Executive Independent Director |
Mr. Ritesh Kumar Pathak 2 |
Member |
Non-Executive Independent Director |
1Upto 15th December, 2022 |
2From 14th March, 2023 |
All the recommendations made by the Audit Committee were accepted by the Board.
34. Nomination & Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three Independent Directors.
The composition of the Nomination and Remuneration Committee is as follows:
Name |
Designation |
Category |
Mr. Ramanuj Sodani 1 |
Chairman |
Non-Executive Independent Director |
Mr. Manoj Kumar More |
Member |
Non-Executive Independent Director |
Ms. Neha Kailash Bhageria |
Member |
Non-Executive Independent Director |
Mr. Ritesh Kumar Pathak 2 |
Chairman |
Non-Executive Independent Director |
1Upto 15th December, 2022 |
2From 14th March, 2023 |
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board.
35. Ratio of Remuneration:
The information pursuant to the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:
Sr.
No. |
Name |
Designation |
Remuneration for the F.Y. 2022-23 |
% increase (decrease) from previous year |
Ratio / Times per median of employee remuneration |
1. |
Mr. Shakti Singh Rathore |
Managing Director |
7,250 |
50.00 |
4.85 |
2. |
Mr. Praveen Kumar Modi |
Director |
2,100 |
N.A. |
1.41 |
3. |
Ms. Khushboo Vasudev# |
Company Secretary |
1,120 |
Nil |
N.A. |
4. |
Ms. Sarika Agarwal* |
Company Secretary |
1,000 |
N.A. |
N.A. |
The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company as none of the employees of the Company was in receipt of remuneration as
prescribed under the said Rules.
36. Corporate Governance:
Corporate Governance essentially involves balancing the interests of various
stakeholders of the Company such as shareholders, management, customers, suppliers,
financers and the government. It entails managing business with accountability to and
responsibility towards the shareholders and making accurate, adequate and timely
disclosures of relevant information. It includes the processes through which the
organizations objectives are set and pursued in the context of the social, regulatory and
market environment. KFSL believes in efficient, transparent and impeccable Corporate
Governance for its stability, profitability and desired growth of its business.
A report on Corporate Governance is appended as an annexure to this report.
37. Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
38. RBI Guidelines:
The Reserve Bank of India (RBI) will strengthen non-banking financial companies (NBFC)
Regulations in fiscal year 2023-24 to examine licensing requirements, the central banks
annual report said.
Over years, the RBI has been tightening scrutiny of NBFC regulations. This exercise
intensified particularly after the collapse of IL& FS and DHL.
The central banks department of supervision will work on the examination of licensing
requirements for NBFCs and initiating supervisory action against non-compliant NBFCs in
2023-24.
39. Acknowledgment:
Your directors would like to express their appreciation of the co-operation and
assistance received from the shareholders, bankers and other business constituents during
the year under review. Your directors also place on record their deep sense of
appreciation to all employees for their dedicated services rendered at various levels.
Registered Office: |
For and on behalf of the Board |
F-9, 1st Floor, Shah Arcade 1, |
|
|
Rani Sati Marg, |
|
|
Near W.E. Highway, |
|
|
Malad (East), |
|
|
Mumbai - 400 097. |
Sd/- |
Sd/- |
|
Shakti Singh Rathore |
Praveen Kumar Modi |
Place: Mumbai |
Managing Director |
Director |
Dated: 11th August, 2023 |
DIN:09208373 |
DIN: 08428737 |
+91-9892691696
