KM Capital Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on 31st March, 2017.

1. FINANCIAL RESULTS

The Boards Report shall be prepared based on the stand alone financial statements of the company.

The Companys financial performance is given hereunder.

(Amount in Rs.)
Particulars Financial Year ended 31.03.2017 Financial Year ended 31.03.2016
Sales & other income 29.00 800.00
Profit before tax (2088150.00) (26,10,500.00)
Less Provision of Tax (157843.00) (8,06,335.00)
Profit after tax (2245964.00) (18,04,165.00)
Appropriations:
Equity Dividend
(i) Interim - -
(ii) Final - -
Corporate Tax on Dividend
(i) Interim - -
(ii) Final - -
Transfer from Debenture Redemption Reserve - -
Balance of profit brought forward from previous year (14386466.00) (1,25,82,301.00)
Balance carried to Balance Sheet (16632430.00) (1,43,86,465.00)

During the year, the company has incurred a loss of Rs. 2245964.00/- .

2. DIVIDEND

The Board has not recommended any dividend for the year ended March 31, 2017.

3. RESERVES

No amount is proposed to be transferred to General Reserves for the financial year 2016-17.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

The Company is engaged in the business of corporate advisory services. During the year under review, the Company has incurred loss of Rs. 22,45,964/-. The performance of the Company is expected to be better in the coming years.

EXISTING BUSINESSES

Corporate Advisory Services and Capital Market Activities.

NEW PROJECTS

The Company has not initiated any new project during the financial year under review.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which the statements relate on the date of this report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

10. DEPOSITS

The Company has not accepted any deposits during the financial year under review.

11. AUDITORS AND THEIR REPORT

Auditors of the Company M/s VBR & Associates., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 30th Annual General Meeting of the company to be held in the financial Year 2021-22 (subject to ratification of their appointment by the Members at every Annual General Meeting).

As required under the provisions of section – 139(1) of the Companies Act, 2013, the company has received a written consent from M/s VBR & Associates., Chartered Accountant to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment.

12. COST AUDITORS AND THEIR REPORT

The Concept of Cost Audit is not applicable to the Company.

13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT

The Company has appointed M/s Himanshu Sharma & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial audit Report (Form No. MR.3) is being attached with the Directors report which is self explanatory and needs no comments. (Attached as Annexure – I)

14. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Managements Discussion and Analysis Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented as Annexure-II in this report.

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from M/s. Himanshu Sharma & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is attached as Annexure – IV.

16. SHARE CAPITAL

A) Issue of equity shares with differential rights

The Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

The Company has not issued sweat equity shares.

C) Issue of employee stock options

The Company has not issued employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Since shares of the Company has not purchased by the employees or trustees for their benefits therefore there is no requirement for the provision of money to be made by the Company for the same purpose.

17. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9. (Attached as Annexure – V) shall form part of the Boards report.

18. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

The Board consists of non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Mohan Hemandas Mansukhani was died as natural death on 5th June, 2017. There was no other changes in the Board of the Company.

B) Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Attendance of Board Meetings and Board Committee Meetings

• Quality of contribution to Board deliberations

• Strategic perspectives or inputs regarding future growth of Company and its performance

• Providing perspectives and feedback going beyond information provided by the management

• Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2016-2017 the Board of Directors has met 4 times: - 30 th May 2016, 13th August 2016, 14th November 2016 and 13th February 2017

20. MANAGERIAL REMUNERATION:

The Company did not have any employee falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016. Since no director of the Company was in receipt of any remuneration or commission therefore the company is not required to make disclosure under the applicable provisions of the Companies Act, 2013.

21. DISCLOSURE REGARDING VARIOUS COMMITTEES

Audit Committee

The Audit Committee is functioning as under:

At present the committee comprises of Non-Executive and Independent Directors viz Mr. Anil Kumar Aggarwal, Ms. Shirin Bhatt and Mr. Jiten Tiwari.

All the members of the committee are financially literate.

Mr. Anil Kumar Aggarwal is appointed as Chairman of the Audit Committee.

The term of reference of the committee have been revised in conformity with the provisions of section 177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee

The Board of the company has decided that the committee will also be known with the name Nomination and Remuneration Committee as required under Companies Act, 2013. The Committee recommends remunerations, promotions, increments and considers the appointment of Executive Directors as and when required.

At present the Remuneration Committee of the company comprises of the following members who are Directors of the company:

1. Sunita Inder

2. Anil Kumar Aggarwal

3. Shirin Bhatt

Shareholders/ Investors Grievance Committee:

The Shareholders/ Investors Grievance Committee presently comprises of three (3) members who are Directors of the company viz. Mr. Anil Kumar Aggarwal, Ms. Sunita Inder and Ms. Shirin Bhatt .

In compliance with the SEBI guidelines the Company has appointed M/s. Skyline Financial Services Pvt. Limited as RTA (Registered Transfer Agent) to look after the share transfer, transmission, transposition, issuance of duplicate share certificate, share de-materialization / re-materialization etc. independently under the supervision and control of the Shareholders/Investors Grievance Committee.

22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of annual report.

23. RISK MANAGEMENT POLICY

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 contemporary practices of good corporate governance, Company has developed the policies & procedures to assess the risk associated with the Company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management, controls the risk in accordance with the defined policies and procedures adopted by the company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company is not meeting any criteria laid down under Section 135(1) of the Companies Act, 2013, the Company is not required to constitute Corporate Social Responsibility Committee and also not required to contribute any amount towards the Corporate Social Responsibility Activities.

25. LISTING

The shares of the Company are listed at Calcutta and Bombay Stock Exchange Ltd.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any Loans, Guarantees or investments pursuant to Section 186 of the Companies Act, 2013 during the financial year under review.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contract or made any arrangement with the related parties during the financial year.

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

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(B) Technology absorption: N.A.

(C) Foreign exchange earnings and Outgo: N.A.

31. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had 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; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors
K M Capital Limited
Sunita Inder Mohan Hemandas Mansukhani
Place: New Delhi Director Director
Date: 10.08.2017 DIN: 02062589 DIN: 01600019