Key Corp Ltd Directors Report.

TO THE MEMBERS

Your Directors present the 33rd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2019.

(Rs. in lakhs)
FINANCIAL RESULTS 31.3.2019 31.3.2018
Income from Operations 32.78 33.88
Income from Investment in Mutual Fund 154.11 273.00
Other Income 0.18 0.60
Less : Operating Expenditure 61.09 62.49
Profit Before Depreciation and Finance Cost 125.98 244.99
Less: Depreciation 3.10 2.66
Less: Finance Cost 0.00 0.00
Net Profit for the Year before Tax 122.88 242.33
Less : Provision for Income Tax 2.47 8.04
Less : Provision for Deferred Tax (0.18) 0.10
Profit after Tax 120.59 234.19
Balance of Profit brought forward 32.44 20.09
Amount available for appropriation after adjustments 153.03 254.28
APPROPRIATIONS TO :
General Reserve 100.00 175.00
Statutory Reserve Fund 24.12 46.84
Balance Carried over 28.91 32.44

2. DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2018-19.

3. PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. Your Company is investing the Surplus Funds in mutual fund schemes to augment income.

4. DIRECTORS

a) Dr. K.B. Agarwal (DIN 00339934) and Dr. B.D. Agarwal (DIN No. 00235154) having attained the age of 75 years are seeking re-appointment by Special Resolution.

b) Shri Yadupati Singhania (DIN 00050364) resigned from the Directorship of the Company on 15.01.2019. The Board places on records its appreciation for the services rendered by him as Director/Chairman.

c) Shri Raj Kumar Gupta (DIN 00200238) was appointed as Additional Director on 15.01.2019 in terms of Section 161 of the Companies Act, 2013. Shri Raj Kumar Gupta hold office upto the date of ensuing Annual General Meeting.

d) Dr. K.B. Agarwal was appointed as Chairman of the Company by the Board on 15.01.2019.

e) Further the Board appraised the performance of the independent directors and found their contribution to the proceedings of the Board beneficial for the Company. They have attended almost all the Board meetings and Committee meetings held from time to time. Further, the independent directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

5. AUDITORS AND AUDITORS REPORT

The present Auditors M/s Vinayak Tandon & Associates (Registration No. 006751C) Chartered Accountants, will retire from their office at the ensuing General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. You are requested to consider their appointment. The qualifications in the Auditors Report is self explanatory and has been described in the Notes on accounts.

6. DISQUALIFICATION OF DIRECTOR

The Practicing Company Secretary has given a certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a directors of Companies by the Board/MCA or any such statutory authority.

7. PARTICULARS OF EMPLOYEES

There are no employees getting salary in excess of the limit as specified under the provision of section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

9. LISTING WITH STOCK EXCHANGE

The Companies shares are listed with Bombay Stock Exchange Ltd., Mumbai.

The Companys shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

10. INCOME TAX PROCEEDINGS

Companys assessments are completed upto the assessment year 2017-18

11. AUDIT COMMITTEE

During the year the Committee held four meetings.

12. NOMINATION & REMUNERATION COMMITTEE

During the year no meeting was held.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held four meetings.

14. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance is enclosed as integral part of the Annual Report together with the Auditors Certificate in compliance.

15. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

16. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment & Remuneration and Managerial Personnel) Rules, 2014 the Company appointed M/s. Vibha Mehrotra & Co. Practicing Company Secretary of Kanpur (CP Membership No. 3103) as Secretarial Auditors of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31st, 2019 is annexed to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT9 is annexed hereto as Annexure A and form integral part of this report.

18. RELATED PARTY TRANSACTIONS

Subject to Note No. B(iii) of the Annual Accounts there was no significant transaction of material nature with the related parties viz Promoters, Directors, Management or relatives during the year and the provisions of Section 188 of the Companys Act, 2013 are not attracted.

19. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work in relation to remuneration of Directors, Key Managerial Personnel of the Company. The details of this Policy is explained in the Corporate Governance Report.

20. RISK MANAGEMENT POLICY

The Company has endeavoured to develop and implement a risk management policy, incorporating and identifying economic, financial and environmental risks.

21. EVALUATION OF BOARD AND ITS COMMITTEES

The evaluation of the Independent Directors was carried out by the entire Board excluding the directors being evaluated. Further, the Board also carried out assessment of its own performance and that of its committees based upon criteria such as performance against set objectives, contribution to the development of long term strategy and risk management, level of communication amongst the Board/Committee members and of the Board/Committee members with Key Managerial Personnels.

22. MEETING OF THE BOARD OF DIRECTORS

The details of the member of meetings of the Board held during the financial year 2018-19 forms part of the Corporate Governance Report.

23. CODE OF CONDUCT

The Board of Directors has already adopted a Code of Ethics & Business Conduct for the Directors and Senior Managerial Personnel.

24. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable & 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 ended 31st March, 2019 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis;

V. that the internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively;

VI. proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

25. ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

Regd. Office : For and On behalf of the Board
16/16-A, Civil Lines, K.B. AGARWAL
Kanpur - 208 001 Chairman
Dated : 15th May, 2019 DIN 00339934