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खंडवाला सिक्युरिटीज निदेशकों की रिपोर्ट, खंडवाला सिक्युरिटीज निर्देशकों द्वारा रिपोर्ट

खंडवाला सिक्युरिटीज

बीएसई: 531892  |  NSE: KHANDSE  |  ISIN: INE060B01014  |  Finance - General

खोजें खंडवाला सिक्युरिटीज कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
The Directors of the Company take pleasure in presenting their Twenty
 Second Annual Report with the annual audited financial statements for
 the financial year ended on 31st March 2015.
 
 FINANCIAL HIGHLIGHTS
 
 The summary of the Company''s financial performance, for the Financial
 Year 2014-15 as compared to the previous Financial Year 2013-14 is
 given below:
 
                                                   (Rs. in Lakhs)
                                           Year ended  Year ended 
 Particulars                               31st March  31st March
                                                 2015        2014
 
 Total Income                                  506.85      438.18
 
 Interest & other Financial
 Charges                                        52.56       50.17
 
 Depreciation                                   60.92       29.03
 
 Profit / (Loss) before Tax
 and prior period item                          17.64      (28.44)
 
 Less: Prior Period item
 
 Provision for Tax (including
 Deferred Tax & Fringe
 Benefit Tax)                                  (7.46)      (0.62)
 
 Profit / (Loss) after Tax                     25.10      (27.82)
 
 Appropriations
 
 Dividend on Preference
 Shares                                             -           -
 
 Provision for Corporate Tax
 on Dividend                                        -           -
 
 Surplus / (Deficit) carried
 forward                                       699.27      674.18
 
 Reserves and Surplus                         1583.68     1558.59
 
 DIVIDEND
 
 Your Directors do not recommend Equity dividend for the year ended 31st
 March, 2015 to conserve the resources.
 
 RESULTS OF OPERATIONS
 
 The consolidated income of Khandwala Securities Limited stood at Rs.
 506.85 lacs for the financial year ended March 31, 2015 as against Rs.
 438.18 lacs for the previous year.  The Company made a net profit of
 Rs. 25.10 lacs for the financial year ended March 31, 2015 as compared
 to a net loss of Rs. 27.82 lacs in the previous year.
 
 The detailed information on operational and financial performance,
 etc, is also given in the Management Discussion and Analysis Report
 which is annexed to the Directors'' Report and has been prepared in
 compliance with the terms of Clause 49 of the Listing Agreement with
 the Indian Stock Exchanges.
 
 SHARE CAPITAL
 
 The paid up Equity Share Capital as at March 31, 2015 stood at Rs
 119,390,000. During the year under review, the Company has neither
 issued any shares with differential voting rights nor had granted any
 stock options or sweat equity.
 
 LISTING WITH STOCK EXCHANGES
 
 The equity shares of the Company are listed on National Stock of India
 Limited and Bombay Stock Exchange Limited.
 
 SUBSIDIARIES AND JOINT VENTURES
 
 Your company does not have any subsidiary company or joint venture.
 
 ASSOCIATE COMPANIES
 
 As at March 31, 2015 Khandwala Securities Limited has Trumonee
 Financial Limited as an associate company as mentioned in notes to
 accounts.
 
 EXTRACT OF ANNUAL RETURN
 
 As provided under section 92(3) of Companies Act, 2013 the extract of
 annual return is given as Annexure 1'''' in the prescribed form MGT-9,
 which forms part of this report.
 
 DIRECTORS
 
 1.  Mr Brijmohan Rai Bahl, Senior Director of Khandwala Securities
 Limited, passed away on January 24, 2015 due to cardiac arrest. The
 Board placed on record the immense contribution made by Mr. Bahl to the
 deliberations of the Board. Thus Mr. Brijmohan Rai Bahl ceases to be a
 director with effect from the resolution passed in the meeting of Board
 of Directors held on February 06, 2015.
 
 2.  Mr. Paresh Khandwala was re-appointed as Managing Director of the
 Company in accordance with the provisions of Sections 196,197 and 203
 read with Schedule V and all other applicable provisions of the
 Companies Act, 2013 and the Companies (Appointment and remuneration of
 Managerial Personnel) Rules, 2014 in the Board meeting held on November
 14, 2014 for a period of 3 years, subject to the approval from
 shareholders of the Company in the Annual General Meeting.
 
 We seek your support in confirming the appointment of Mr. Paresh
 Khandwala as Managing Director in the ensuing Annual General Meeting of
 the Company.
 
 3.  Mr. Pranav Khandwala was appointed as Chief Financial Officer
 (CFO) of the Company pursuant to Section 203 of Companies Act, read
 with rule 8 of Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 4.  Mrs. Bhagyashree Khandwala shall retire at the ensuing Annual
 General Meeting and being eligible offers herself for re-appointment.
 
 5. Mr. Homiar Vakil will retire at the ensuing Annual General Meeting
 and being eligible offers himself for re-appointment.  The Board
 recommends their re- appointment.
 
 The Companies Act, 2013, provides for the appointment of Independent
 Director. Sub-section (10) of Section 149 of the Companies Act, 2013
 provides that Independent Director shall hold office for a term of up
 to five consecutive years on the Board of the Company and shall be
 eligible for re-appointment on passing of a special resolution by the
 shareholders of the Company. Accordingly the Company has received a
 notice in writing under Section 160 of the Companies Act, 2013 from a
 member proposing his candidature for the office of Director, to be as
 an Independent Director of the Company to hold office for a term upto
 5 (Five) consecutive years commencing from September 19, 2015.
 
 We seek your support in confirming the appointment of Mr. Homiar Vakil
 in the ensuing Annual General Meeting of the Company.
 
 BOARD INDEPENDENCE
 
 The Company has received Declarations of Independence pursuant to
 clause 49 of the Listing Agreement and section 149 (6) of the Companies
 Act, 2013 from all the Independent Directors .
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The Board of Directors met four times during the Financial Year 2015.
 The meetings were held during the year on May 30, 2014, August 01,
 2014, November 14, 2014 and February 06, 2015.
 
 The details of the Board Committee Meetings and attendance of the
 Directors at the Board / Committee meetings are given in the Corporate
 Governance Report.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of the Board. The manner in which the evaluation was carried
 out has been explained in the Corporate Governance Report.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations, obtained by them, your Directors make the
 following statements in terms of Section 134(3)(c) of Companies Act,
 2013:
 
 (i) in the preparation of the Annual Accounts for the year ended 31st
 March, 2015, the applicable Accounting Standards have been followed
 along with proper explanations relating to material departures, if any;
 
 (ii) that such accounting policies as mentioned in the notes to
 accounts have been selected and applied consistently and judgments and
 estimates have been made 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 of the Company for the year
 ended March 31, 2015;
 
 (iii) proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 2013 for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities;
 
 (iv) that the Annual accounts are prepared on a going concern basis.
 
 (v) that proper internal financial controls were in place and that the
 internal financial controls were adequate and were operating
 effectively; and
 
 (v) that systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and were operating
 effectively.
 
 RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS
 
 The Company has an adequate system of internal controls commensurate
 with the nature of business and complexity of its operations to ensure
 accuracy of accountancy records, compliance with all laws and
 regulations, processes and guidelines prescribed by the management. An
 extensive Internal audit is carried out by Shah & Ramaiya, independent
 firm of Chartered Accountants. Post audit reviews are also carried to
 ensure follow up on the observations made. Details of internal finance
 control and its adequacy are included in the Management Discussion and
 Analysis Report, which forms a part of this report.
 
 RELATED PARTY TRANSACTIONS
 
 All Related Party Transactions that were entered during the financial
 year were on a arm''s length basis and were in the ordinary course of
 business. Thus disclosure in form AOC-2 is not required. Further, there
 are no material related party transactions during the year under review
 with the Promoters, Directors or Key Managerial Personnel. The
 disclosure with related parties is set out in the notes to accounts
 forming part of annual report.
 
 PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY
 
 During the financial year ended March 31, 2015, no loan, guarantee and
 investment under Section 186 of the Companies Act, 2013 was made by the
 Company.
 
 KEY MANAGERIAL PERSONNEL
 
 Pursuant to Section 203 of Companies Act, 2013 the Company has
 designated Mr. Pranav Khandwala as Chief Financial Officer (CFO) of
 the Company.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis Report for the year under review
 as required under Clause 49 of the Listing
 
 Agreement, is given as a separate statement in the annual report.
 
 EMPLOYEES
 
 Your Company is consciously aware that its well being largely depends
 upon the quality and strength of human resource. Your Company
 recognizes that Human Capital is its most valuable asset and thus
 endeavors to attract and retain the best available talent. Towards the
 end of FY2015 your Company undertook an exercise to shrink the payroll
 head count to make it lean and more competitive. The Company through
 constant monitoring of its milestones and goals ensures that its
 operations are adequately staffed and in sync with requirements. Your
 Company''s human resource policies are designed and implemented to
 achieve these objectives.
 
 The Board wishes to place on record its appreciation for sincere and
 dedicated efforts put in by all the employees.  Employee-Management
 relations continued to remain cordial throughout the year under review.
 
 PARTICULARS OF EMPLOYEES
 
 The information required pursuant to Section 197 read with Rule, 5 of
 The Companies (Appointment and Remuneration of Managerial personnel)
 Rules, 2014 in respect of employees of the Company, will be provided
 upon request.  In terms of Section 136 of the Act, the Report and
 Accounts are being sent to the Members and others entitled thereto,
 excluding the information on employees'' particulars which is available
 for inspection by the Members at the Registered Office of the Company
 during business hours on working days of the Company up to the date of
 the ensuing Annual General Meeting. If any Member is interested in
 obtaining a copy thereof, such Member may write to the Company
 Secretary in this regard.
 
 REMUNERATION POLICY
 
 The remuneration paid to the Directors and the Senior Management is as
 per the recommendation of the Nomination and Remuneration Committee.
 
 POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 The Company has adopted a policy for Prevention Of Sexual Harassment of
 Women at Workplace under the provisions of the Sexual Harassment of at
 Workplace (Prevention, Prohibition, and Redressal) Act, 2013(Act).The
 objective of this policy is to provide protection against Sexual
 Harassment of Women at Workplace and for redressal of complaints of any
 such harassment. During the year no complaints were received by the
 Company.
 
 VIGIL MECHANISM/WHISTER BLOWER POLICY
 
 The Company has adopted a Whistle Blower Policy for employees to report
 instances of unethical behaviour, actual or suspected fraud or
 violation of the Company''s Code of Conduct. The details of the Whistle
 Blower Policy is explained in the Corporate Governance Report and also
 posted on the website of the Company.
 
 CODE OF CONDUCT
 
 Securities Exchange Board of India (Prohibition of Insider Trading),
 Regulations 2015 has been gazetted on 15th January, 2015 and came into
 force with effect from 15th May, 2015. It replaces the Regulations of
 1992 which was amended in 2002. These regulations are applicable for
 listed entities. The Code of Conduct of Khandwala Securities Limited is
 revised as stated in Chapter IV Code of Fair Disclosure and Conduct of
 SEBI (Prohibition of Insider Trading Regulations, 2015. Accordingly,
 the company has adopted the revised code of conduct also posted on the
 website of the Company.
 
 STATUTORY AUDITORS
 
 M/s. Udyen Jain & Associates, Chartered Accountants, who are the
 Statutory Auditors of the Company, hold office till the conclusion of
 the forthcoming Annual General Meeting and are eligible for
 re-appointment.
 
 The Company has received letters from them to the effect that their
 re-appointment, if made, would be within the prescribed limits under
 section 141(3)(g) of the Companies Act, 2013 and that they are not
 disqualified for re-appointment.  Observations made by the Auditors in
 their Report, have been appropriately dealt with in the notes forming
 part of the accounts for the year, which are self-explanatory and
 therefore do not call for any further comments.
 
 SECRETARIAL AUDIT
 
 The Company has appointed M/s Bhuwnesh Bansal & Associates, Company
 Secretary in Practice, as Secretarial Auditor of the Company pursuant
 to the provisions of Section 204 (1) of the Companies Act, 2013 and
 Rule 9 of the Companies (Appointment and Remuneration personnel) Rules,
 2014.
 
 The Secretarial Audit report is annexed herewith as Annexure 2.
 
 INTERNAL AUDIT
 
 Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of the
 Companies (Accounts) Rules, 2014 (including any statutory modifi
 cation(s) or re-enactment thereof for the time being in force), and on
 recommendation of the Audit Committee, Shah & Ramaiya, Chartered
 Accountants, are appointed as Internal Auditors of the Company. The
 Company has regular checks through internal audit periodically.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a report on Corporate Governance along with Management
 Discussion and Analysis and Auditor''s Certificate on compliance with
 Corporate Governance requirements have been included in this Annual
 Report as separate sections.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As per the provisions of Section 135 of the Companies Act, 2013 read
 with Companies (Corporate Social Responsibility) Rules, 2014, your
 Company is not required to comply with CSR norms as per the threshold
 norms.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
 
 There are no significant and material orders passed by the regulators
 or Courts that would impact the going concern status of the Company and
 its future operations.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Since the company does not own any manufacturing facility, conservation
 of energy and technology absorption particulars in the Companies
 (Accounts) Rules, 2014, are not applicable.
 
 (i) Foreign Exchange Earnings and Outgo:
 
 Foreign Exchange Earned -      NIL
 
 Foreign Exchange Used   - Rs. 1.49 Lacs
 
 DEPOSITS
 
 Your Company has not accepted any deposits from the public and, as
 such, no amount of principal or interest was outstanding as of the
 balance sheet date.
 
 ACKNOWLEDGMENTS
 
 The Board expresses its sincere gratitude for the continued support and
 guidance received by the Company from the Securities and Exchange Board
 of India, the Stock Exchanges and other government and regulatory
 agencies.  The Board would like to acknowledge the continued support of
 its bankers, registrars, vendors, clients and investors.  The Directors
 also wish to place on record their gratitude and appreciation of the
 employees'' hard work, dedication, teamwork and professionalism which
 has made the phenomenal growth possible year after year.
 
 For and on behalf of the Board of Directors
 Khandwala Securities Limited
 
 S M Parande 
 Chairman
 
 Date : 26th May, 2015 
 Place: Mumbai.
स्रोत: रेलीगरे टेचनोवा

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