Board Report Dear Members, Your Directors have pleasure in presenting this Thirtieth Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015 A. The Extract of the Annual Return in form MGT-9: Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 I. Registration and other Details i. CIN: L51900MH1985PLC037452 ii. Registration Date: 11th September, 1985 iii. Name of the Company: KAPASHI COMMERCIAL LIMITED iv. Category: Company Limited by shares Sub-Category of the Company: Indian Non-Government Company v. Address of the Registered Office and contact details: 'Nishuvi', 4th Floor, 75 Dr. Annie Besant Road, Worli, Mumbai 400018, Tel:(022)43005100, Fax:(022)43005105. ; Email:kcltd@rediffmail.comWebsite: www.kapashicommercial.com vi. Whether Listed Company: Yes, Listed on Bombay BSE. vii. Name, Address and Contact details of Registrar and Transfer Agent: Purva Sharegistry (India) Pvt. Ltd.. Unit No. 9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg,, Opp. Kasturba Hospital, Lower Parel, Mumbai-400011. Tel.: 91-22-23016761 / 8261, Fax: 91-22-23012517 Email: busicomp@vsnl.com B. Number of meeting of the Board: During the year 2014-15, the Board of Directors met Five times viz. on 28th May, 2014; 13th August, 2014; 24th September, 2014, 12th November, 2014 and 11th February, 2015. C. Directors' Responsibility Statement: Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 as at March 31, 2015 and of the profit and loss of the company for that period; (iii) 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the directors had prepared the annual accounts on a going concern basis; and (v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) 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. D. a statement on declaration given by independent directors under sub-section (6) of section 149; All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement. E. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178; The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report. F. Comments on Auditors' Report There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. D.V VORA & Co., Statutory Auditors, in their report and by M/s. R. N. Shah & Associates, Company Secretary in Practice, in secretarial audit report. G. Particulars of loans, guarantees or investments under section 186: 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. H Related Party Transactions: Particulars of contracts or arrangements with related parties referred to in sub-section (7) of section 188 in the form AOC-2: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.kapashicommercial.com None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: I. Dividend Your Directors regret their inability to recommend any Dividend for the year under review. J. Material Changes between the date of the Board report and end of financial year There have been no 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. K. the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed; information on conservation of energy, technology absorption, are not Applicable to your Company . There was no foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. L. a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company; The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. M. the details about the policy developed and implemented by the Company, if any on Corporate Social Responsibility initiatives taken during the year; The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. N. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation. The operations of the Company have shown improvement as compared to the previous year. The Company has Earned total income of Rs.70,01,010/- during the year under report as compared to Rs. 64,76,212/- during the previous year reflecting a growth of 8.10 % over the previous year. The net profit of the Company during the year amounted to Rs.39,18,317/- compared to net loss of Rs. 1,40,18,533/- in the previous year. > a report on the performance and financial position of the associates companies included in the consolidated financial statement is presented: N.A > the change in the nature of business, if any; : N.A > the details of directors or key managerial personnel who were appointed or have resigned during the year; The Board of Directors had appointed Ms. Varsha Praful Dalal (DIN: 00179876) as an additional Woman & Independent Director (For a period of Five years) with effect from September 24, 2014 and the same is been recommended by the Board to be approved by the members in the Thirtieth Annual General Meeting. At the Twenty-ninth Annual General Meeting the Members had also appointed the existing Independent Directors viz. Mr. Mahasukhlal Popatlal Shah (DIN: 00073676) for five consecutive years for a term upto 31st March, 2019. During the year Mr. Atul Vrajlal Vora ceased to be associated with the Company on account of his resignation as Director of the Company w.e.f. September, 24, 2014. During the year Mr. Sevantilal S. Kapashi (DIN: 00008435 and Mr. Indukumar S. Kapashi (DIN: 00008413.Appointed as a Whole-time Director of the Company. w.e.f. September, 1, 2014. During the year Company had appointed Mrs. Nandini Kapashi as a Chief Financial Officer of the Company w.e.f. September, 24, 2014. During the year the Company appointed Mrs. Pooja Bagwe as a Company Secretary and Compliance Officer w.e.f. September 24, 2014. Re-appointments As per the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Nimish I. Kapashi (DIN 00073665) will retire in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends his re-appointment. > the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;: N.A > the details relating to deposits, covered under Chapter V of the Act: NA > the details of deposits which are not in compliance with the requirements of Chapter V of the Act: N.A > the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: N.A > the details in respect of adequacy of internal financial controls with reference to the Financial Statements. Auditors: M/s. D.V. Vora & Co., Chartered Accountants, Mumbai, the existing Auditors of the Company retires at the forthcoming Annual General Meeting and is eligible for re-appointment. They re-appointment is recommended for two years till the conclusion of 32nd Annual General Meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. R. N. Shah & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". > Composition of Audit Committee: The present Audit Committee consists of the following directors: 1. Mr. Mahasukhlal Popatlal Shah, Chairman & Independent Director 2. Mrs. Varsha Praful Dalal, Independent Woman Director 3. Mr. Paresh S. Kapashi, Director > Composition of Nomination and Remuneration Committee: The present Audit Committee consists of the following directors: 1. Mr. Mahasukhlal Popatlal Shah, , Independent Director 2. Mrs. Varsha Praful Dalal, Independent Woman Director 3. Mr. Nimish I. Kapashi, Director > Vigil mechanism/whistle Blower Policy: The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns. > Dematerialization More than 99.715% of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holding dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form. > Following details are also available on the website of the Company i.e. on www.kapashicommercial.com 1. Familiarisation programmes for Independent Directors. 2. Policy on Related Party Transactions 3. Internal Financial Control Policies 4. Policy on Board Diversity 5. Risk Management Policy 6. Nomination and Remuneration Committee Policy 7. Whistle Blower Policy 8. Code of Conduct for Directors and Employees > Management Discussion and Analysis Report: In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report. > Acknowledgments: Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management. For and on behalf of the Board of Directors Sevantilal Kapashi DIN: 00008435 Whole-time Director Nimish Kapashi DIN: 00073665 Director Place: Mumbai Dated: May 20, 2015 |