BM-2A, Dilkush Industrial. Estate,
, Azadpur, Delhi-110 033
A-23, 1st Floor, Industrial Area,
, Azadpur, Delhi-110 033
Corporate Identity Number:
L74899DL1979PLC009471
Telephone No.:
+91-11-27425424;
Email:
kcgroupdelhi@gmail.com
Notice is hereby given that the
38th Annual General Meeting
of the members of
K.C. TEXTILES LTD.
will be held as shown below:
Date: 29th September, 2016
Day: Thursday
Time: 3.00 PM
Venue: Prittam Delux, B-54, G.T. Karnal Road, Indl. Area,
Near Telephone Exchange, Delhi-110033
to transact the following business:-
1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2016, including Audited Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri S.K. Goel who retires by rotation and being eligible, offers himself for reappointment.
3. To appoint M/s. Jagdish Sapra & Co., Chartered Accountants, (FRN: 001378N) as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board of Directors of the Company, in addition to out of pocket expenses as may be incurred by them during the course of the Audit.?
Regd. Office:
BM-2A, Dilkush Indl. Estate,
, Azadpur,
Delhi-110 033 Sd/-
1st August, 2016
1. ANY MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy, provided such person shall not act as a proxy for any other person or shareholder.
3. The Proxy form duly completed must reach the Registered Office of the Company not later than forty-eight hours before the time of holding the meeting.
4. A route map giving location of venue of AGM is annexed hereto.
5. A brief profile of the retiring Director is given below:-
Name of the Director | Shri S.K. Goel |
Date of Birth | November 10, 1962 |
Date of Appointment | December 14, 1984 |
Expertise in specific Functional area | Textiles, Finance & Administration |
Qualification | Graduate |
Directorship held in other Companies | K.C. Fibres Ltd. K.C. International Ltd. Ritex Exports Ltd. Diamond Craft Pvt. Ltd. Libra Fashion Pvt. Ltd. Shugo Telecom Ltd. |
Member of the Committee of the Board of Directors of the Company?s as on 31st March, 2016 | Share Transfer Committee
Shareholder?s Grievance Committee |
Number of Shares held in the Company as on 31st March, 2016 | 5,84,400 |
Relationship between directors inter-se | NIL |
Your Directors present the 38th Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March, 2016.
| |
| | |
| | Rs. |
Sales & Other Income | | 384.61 |
Profit before Financial Exp., Depreciation & Exceptional items | | 8.95 |
Financial Expenses | | 7.33 |
Depreciation | | 1.03 |
Exceptional Items | | 30.25 |
Profit for the year before tax | | 30.84 |
Provision for taxation | | (10.00) |
Deferred Tax | | 1.69 |
Income Tax from earlier year | | (2.46) |
MAT Credit entitlement | | - |
Profit after tax | | 20.07 |
Profit/Loss brought forward | | 19.52 |
Balance carried forward | | 39.59 |
The Company continued its trading activities in textile. The sales and other income during the year was Rs. 365.64 lacs as compared to Rs. 384.61 lacs in the previous year. The net profit after tax is Rs. 54.44 lacs during the year after providing for financial expenses and depreciation.
The Company proposes to carry Rs. 94.03 lacs to Reserves.
The Company is concentrating on increasing the trading activities in textiles in domestic market and are exploring other products and other markets.
Directors do not recommend any Dividend for distribution to shareholders.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri S.K. Goel (DIN-00282148), Non-Executive Non-Independent Director of the Company retires by rotation at the forthcoming Annual General Meeting.
Shri S.K. Goel who was appointed as Managing Director of the Company for a period of 5 years and whose term has expired on 30th April 2016, cease to be the Managing Director beyond this period.
DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Jagdish Sapra & Co. Chartered Accountants, (FRN: 001378N), Statutory Auditors were appointed by the shareholders in the last Annual General Meeting held on 29th September 2014 for a period of three years. However their re-appointment is to be confirmed every year. M/s Jagdish Sapra & Co. Chartered Accountants are eligible for appointment as Auditors. Members are requested to appoint them from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to authorize the Board of Directors to fix their remuneration.
The Auditors? Report read together with the Notes to Account is self-explanatory and do not call for any further explanation.
M/s R.P. Agarwal & Associates, Delhi, Practicing Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 read with rules framed thereunder. The Secretarial Audit Report for FY 2015-16 forms part of the Annual Report as Annexure-I.
Reference to the Secretarial Auditor?s comments vide para 8 (ii) i - v and para 9, the Management comments are as under:
The Company?s manufacturing operations are closed since 2001 and it remained in BIFR for 9 years. The entire Land & Machinery has been sold to repay its debts and the main object for which the Company was formed does not exists. However at present it is engaged in small trading activities with Skelton staff. The trading in Shares of the Company is suspended and there is no quotation on the Stock Exchange for the last more than 16 years. The promoters are holding 74.17% equity shares and another 7 Shareholders hold 14.94% thus making a total holding of 89.11% of the capital and the balance 10.89% shares are held by the Public which constitute a small portion of the entire capital of the Company. Apart from this the Shareholders are very inactive as can be seen from the shares transfer of only 200 shares during the whole year. In view of this background the company is not in a position to comply with the requirement of Stock Exchange Regulations and other laws as the same would involve huge expenditure and will not be advantageous to the survival of the Company.
The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 in prescribed Form MGT-9 is enclosed as Annexure-II to this report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board met Six times during the financial year, the details of which are given in Annexure-III. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
PARTICULARS OF REMUNERATION AND RELATED DISCLOSURES
Disclosures pursuant to Section 197(12) of the Companies Act, 2013 is enclosed as Annexure-IV to this report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable.
As on 31/03/2016 the Audit Committee has been constituted under Section 177 of the Companies Act, 2013 with 3 members namely Shri Suryakant H Mehta, Shri Rakesh Sharma and Shri V.K. Jain. The Committee met once in the year.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31/03/2016 the Nomination and Remuneration Committee and Stakeholders Relationship Committee has been constituted under Section 178 of the Companies Act, 2013 with 3 members namely Shri Suryakant H Mehta, Shri Rakesh Sharma and Shri V.K. Jain. The Committee met once in the year.
The Company has neither accepted nor renewed any deposits during the year under review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration, there were no such instances.
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
No such events occurred during the financial year 2015-16.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2015-16 till the date of this report. Further there was no change in the nature of business of the Company.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of risk threatening the Company?s existence is very minimal.
The Company do have a Whistle Blower Policy where each employee is empowered to report to the management or any other agency if any adverse is noticed.
None of the employee of the Company is covered under Section 197 of the Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT POLICY
There was no women employee working in the Company during the year 2015-16.
The manufacturing operations of the company remained completely suspended from 2001 onwards, therefore, the information pursuant to Section 134 of the Companies Act, 2013 is not given.
FOREIGN EXCHANGE EARNINGS & OUTGO
There are no Foreign Exchange earning and out go during the financial year 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
The information relating to Loans, Guarantees and Investments is given in Note No. 11, 12 & 30 of the Annual Accounts.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
No contract was entered by the Company during the financial year with related parties as stipulated in Section 188 of the Companies Act, 2013.
DIRECTOR?S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) 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.
The Directors acknowledge and place on record their appreciation of the valuable assistance and support extended by bank. The Directors also record their appreciation of the services rendered by the staff of the Company.
Regd. Office:
BM-2A, Dilkush Indl. Estate,
G.T. Karnal Road, Azadpur, Sd/- Sd/-
Delhi-110 033
SATISH KUMAR GOEL Rakesh Sharma
1st August, 2016
FOR THE FINANICAL YEAR ENDED 31
ST
MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members,
M/s. K C Textiles Limited
BM-2A, Dilkush Industrial Estate
G.T. Karnal Road, Azadpur
Delhi 110033
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by
K C Textiles Limited
(hereinafter called ?the Company?). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Management's Responsibility for Secretarial Compliances
The Company's Management is responsible for preparation and maintenance of secretarial records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.
Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.
Based on our verification of the Company?s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion the Company has, during the financial year ended
, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under as amended/modified;
(ii) The Securities Contracts (Regulation) Act, 1956 (?SCRA?) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of foreign Direct Investment, Overseas Direct Investment, External Commercial Borrowings;
(Not applicable on the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (?SEBI Act?):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;
(Not applicable on the company during the audit period)
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992;
(Not applicable on the company during the audit period)
c) The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2009;
(Not applicable on the company during the audit period)
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28
th
October 2014;
(Not applicable on the company during the audit period)
e) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(Not applicable on the company during the audit period)
f)The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;
(Not applicable on the company as the Company does not have Registrars and Share Transfer Agents during the auditperiod )
g) Securities and Exchange Board of India (Delisting of Equity Shares) regulations, 2009
(Not applicable on the company during the audit period)
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; -
(Not applicable on the company during the audit period)
6. We further report that
We have relied on the representation made by the Company and its officers for systems and rnechanism formed by the Company for compliances under the other applicable Act, Laws and Regulations to the Company. Therefore, we are opinion that the management has adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
7. We further report that the compliances by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.
8. We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE) and Delhi Stock Exchange.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, to the extent applicable and except the following:
The company has not complied the provisions of The Depositories Act, 1996 and the Regulations and Bye-laws framed there under with regard to de- materialization of its shares with Depository and all its Shares are held in Physical form.
ii) The Company has not complied with the Clauses of the Listing Agreements entered with Bombay Stock Exchange (BSE) and Delhi Stock Exchange & its rules and Regulations.
iii) The Company has not paid listing fees to Stock exchanges and its Shares were not traded with stock exchanges.
iv) The Company has not complied withRule 20 of Companies(Management and Administration) Amendment
Rules,2015 and Secretarial Standard SS-2 with regards to its General Meeting by not providing E-voting.
v)The Company has not filed Report on Annual General Meeting held on 29.9.2015in Form MGT-15 with Registrar of Companies Delhi and Haryana.
9. We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act
.
However,
the Company has not appointed Company Secretary & CFO during the period under review.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision at Board Meeting and Committee Meeting are carried out unanimously as recorded in the minutes of the meeting of the Board of Directors/Committee of the Board as the case may be.
10. We further report that during the audit period there were no instances of:-
j) Public/right/Preferential issue of shares/Debentures/Sweat Equity
ii) Redemption/Buyback of Securities
iii) Merger/Amalgamation/Reconstruction etc.
This report is to be read with our letter of even date which is annexed as
.Annexure-A
and form an integral part of this report.
For
R.P Agarwal & Associates
Place: New Delhi Membership No.: FCS- 8001
Date: 1
st
August, 2016 C.P No.: 8668
To
The Members
M/s. K C Textiles Limited
BM-2A, Dilkush Industrial Estate
G.T. KarnalRoad,Azadpur
Delhi 110033
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. Our Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For
R.P Agarwal & Associates
Place: New Delhi Membership No.: FCS- 8001
Date: 1
th
August, 2016 C.P No.: 8668
TO THE DIRECTORS? REPORT FOR THE YEAR ENDED 31ST MARCH, 2016
As on the financial year ended on 31st March, 2016
[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:
CIN : L74899DL1979PLC009471
Registration Date : 26/02/1979
Name of the Company : K.C. TEXTILES LIMITED
Category / Sub-Category of the Company : Public Company Limited by Shares
Address of the Registered Office and contact details : BM-2A, Dilkhush Industrial Estate,
, Azadpur, Delhi-110033
Tel. : +91-11-27425424
Email: kcgroupdelhi@gmail.com
Whether listed company : Yes, but trading in Company?s Shares is suspended for the last more than 16 years
Name, Address and Contact details of : N.A.
Registrar and Transfer Agent, if any
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
| Name and Description of main products / services | NIC Code of the product/ service | % to total turnover of the Company |
1 | Trading in Fabrics etc. | - | 100% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
| Name and Address of the Company | | Holding/Subsidiary/Associate | | |
NIL |
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding
| No. of Shares held at the beginning of the year (As on 1st April, 2015) | No. of Shares held at the end of the year (As on 31st March, 2016) | |
| | | |
| | | | | |
| | | | | |
a) Individual/ HUF | 2855300 | 65.64 | 2855300 | 65.64 | 0.00 |
b) Central Govt | | | | | |
c) State Govt (s) | | | | | |
d) Bodies Corporate | 371000 | 8.53 | 371000 | 8.53 | 0.00 |
e) Banks / FI | | | | | |
f) Any Other | | | | | |
Sub-total (A) (1) | 3226300 | 74.17 | 3226300 | 74.17 | 0.00 |
| | | | | |
a) NRIs - Individuals | 0 | | 0 | | |
b) Other ? Individuals | 0 | | 0 | | |
c) Bodies Corporate | 0 | | 0 | | |
d) Banks / FI | 0 | | 0 | | |
e) Any Other | 0 | | 0 | | |
Sub-total (A) (2) | 0 | | 0 | | |
Total shareholding of Promoter (A) = (A)(1)+(A)(2) | 3226300 | 74.17 | 3226300 | 74.17 | 0.00 |
| | | | | |
| 0 | | 0 | | |
a) Mutual Funds | 0 | | 0 | | |
b) Banks / FI | 25000 | 0.57 | 25000 | 0.57 | 0.00 |
c) Central Govt | 0 | | 0 | | |
d) State Govt(s) | 0 | | 0 | | |
e) Venture Capital Funds | 0 | | 0 | | |
f) Insurance Companies | 0 | | 0 | | |
g) FIIs | 0 | | 0 | | |
h) Foreign Venture Capital Funds | 0 | | 0 | | |
i) Others (specify) | 0 | | 0 | | |
Sub-total (B)(1) | 25000 | 0.57 | 25000 | 0.57 | 0.00 |
| | | | | |
| | | | | |
i) Indian | 4950 | 0.11 | 4950 | 0.11 | 0.00 |
ii) Overseas | 0 | | 0 | | |
| | | | | |
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh | 468750 | 10.78 | 468750 | 10.78 | 0.00 |
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh | 625000 | 14.37 | 625000 | 14.37 | 0.00 |
| | | | | |
Clearing Members | 0 | | 0 | | |
Non Resident Indians | 0 | | 0 | | |
Trusts | 0 | | 0 | | |
| | | | | |
Investor | 0 | | 0 | | |
Sub-total (B)(2):- | 1098700 | 25.83 | 1098700 | 25.83 | 0.00 |
Total Public Shareholding (B)=(B)(1)+(B)(2) | 1098700 | 25.83 | 1098700 | 25.83 | 0.00 |
C. Shares held by Custodian for GDRs & ADRs | 0 | | 0 | | |
Grand Total (A+B+C) | | | | | |
(ii) Share Holding of Promoters
| No. of Shares held at the beginning of the year (As on 1st April, 2015) | No. of Shares held at the end of the year (As on 31st March, 2016) | % change in share holding during the year |
| % of Total Shares of the Company | % of Shares Pledged/ encumbered to total shares | | % of Total Shares of the Company | % of Shares Pledged/ encumbered to total shares |
| | | | | | | |
S.K. Goel | 584400 | 13.44 | 0.00 | 584400 | 13.44 | 0.00 | 0.00 |
S.K. Goel (HUF) | 823200 | 18.92 | 0.00 | 823200 | 18.92 | 0.00 | 0.00 |
Savita Goel | 696250 | 16.00 | 0.00 | 696250 | 16.00 | 0.00 | 0.00 |
Shivani Goel | 200000 | 4.46 | 0.00 | 200000 | 4.46 | 0.00 | 0.00 |
Ram Murti Devi | 100 | 0.00 | 0.00 | 100 | 0.00 | 0.00 | 0.00 |
Harsh Aditya Goel | 551350 | 12.68 | 0.00 | 551350 | 12.68 | 0.00 | 0.00 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
K.C. International Ltd. | 371000 | 8.53 | 0.00 | 371000 | 8.53 | 0.00 | 0.00 |
| | | | | | | |
(iii) Change in Promoters? Shareholding (please specify, if there is no change)
| | Shareholding at the beginning of the year (As on 1st April, 2015) | Cumulative Shareholding during the Year (from 1st April, 2015 to 31st March, 2016) |
| % of total share of the company | | % of total share of the company |
-------- There is no change in Promoters Shareholding during the year 2014-15. -------- |
| | | | | |
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
| For Each of the Top 10 Shareholders | | | Increase/ Decrease in Shareholding | | Cumulative Shareholding during the year |
No. of shares at the beginning of the year (01/04/2014) / end of the year (31/03/2016) | % of total shares of the Company | | % of total shares of the Company |
1 | Arvind KumarGupta H.U.F. | 215300 | 4.95 | 1/4/2014 | No Change | - | 215300 | 4.95 |
2 | Rama Gupta | 209650 | 4.82 | 1/4/2015 | No Change | - | 209650 | 4.82 |
3 | Nitin Mittal | 78150 | 1.8 | 1/4/2015 | No Change | - | 78150 | 1.80 |
4 | Manju Mittal | 62600 | 1.44 | 1/4/2015 | No Change | - | 62600 | 1.44 |
5 | Vishwanath Aggarwal | 59300 | 1.36 | 1/4/2015 | No Change | - | 59300 | 1.36 |
6 | Bank Of | 25000 | 0.57 | 1/4/2015 | No Change | - | 25000 | 0.57 |
7 | Gian Chand Jain | 4000 | 0.09 | 1/4/2015 | No Change | - | 4000 | 0.09 |
8 | Nand Kishore Goel | 3500 | 0.08 | 1/4/2015 | No Change | - | 3500 | 0.08 |
9 | Radhey Sham | 3000 | 0.07 | 1/4/2015 | No Change | - | 3000 | 0.07 |
10 | Vinay R Shah | 2600 | 0.06 | 1/4/2015 | No Change | - | 2600 | 0.06 |
| | | | | | | |
(v) Shareholding of Directors and Key Managerial Personnel
| For Each of the Directors and KMP | Shareholding at the beginning of the year | | Increase/ Decrease in Shareholding | | Cumulative Shareholding during the year |
No. of shares at the beginning of the year (01/04/2014) / end of the year (31/03/2016) | % of total shares of the Company | | % of total shares of the Company |
1 | Satish Kumar Goel | 584400 | 13.43 | 1/4/2015 | - | - | 584400 | 13.43 |
2 | Satish Kumar Goel (HUF) | 823200 | 18.92 | 1/4/2015 | - | - | 823200 | 18.92 |
3 | Savita Goel | 696250 | 16.01 | 1/4/2015 | - | - | 696250 | 16.01 |
4 | Suryakant Harilal Mehta | 200 | 0 | 1/4/2015 | - | - | 200 | 0.00 |
| | | | | | | |
Indebtedness of the Company including interest outstanding/accrued but not due for payment
| Secured Loans excluding deposits | | | |
Indebtedness at the beginning of the financial year (01.04.2015) |
i) Principal Amount | 88.71 | 0.30 | 0.00 | 89.01 |
ii) Interest due but not paid | 0.00 | 0.00 | 0.00 | 0.00 |
iii) Interest accrued but not due | 0.00 | 0.00 | 0.00 | 0.00 |
Total (i+ii+iii) | 88.71 | 0.30 | 0.00 | 89.01 |
Change in Indebtedness during the financial Year- |
|
Addition | 0.00 | 2.02 | 0.00 | 2.02 |
Reduction | 53.57 | 2.30 | 0.00 | 55.87 |
Exchange Difference | 0.00 | 0.00 | 0.00 | 0.00 |
Net Change | 53.57 | 0.28 | 0.00 | 53.85 |
Change in Indebtedness during the financial year- |
Interest accrued but not due |
Addition | 0.00 | 0.00 | 0.00 | 0.00 |
Reduction | 0.00 | 0.00 | 0.00 | 0.00 |
Net Change | 0.00 | 0.00 | 0.00 | 0.00 |
Indebtedness at the end of the financial year |
i) Principal Amount | 35.14 | 0.02 | 0.00 | 35.16 |
ii) Interest due but not paid | 0.00 | 0.00 | 0.00 | 0.00 |
iii) Interest accrued but not due | 0.00 | 0.00 | 0.00 | 0.00 |
| | | | |
VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Shri S.K. Goel, Managing Director:
Sl.
No. | Particulars of Remuneration | |
1 | Gross salary |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961 | 6.90 |
(b) Value of perquisites u/s 17(2) of the Income-tax Act, | 0.30 |
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 | 0.00 |
2 | Stock Option* | 0.00 |
3 | Sweat Equity | 0.00 |
4 | Commission |
- as % of profit | 0.00 |
- others | 0.00 |
5 | Others (Retirals) | 0.00 |
| |
Note: The Shareholders have approved the above remuneration as the minimum remuneration payable to Shri S.K. Goel, Managing Director. |
B. Remuneration to other directors:
| Particulars of Remuneration | | |
| | | |
1 | Fee for attending Board / Committee Meetings | ----------------- NIL ----------------- |
2 | Commission |
3 | Others |
| |
Total Managerial Remuneration (A+B) | 7.29 |
| | | | | | |
C. Remuneration to Key Managerial Personnel other than Managing Director / Manager/Whole-Time Director
| Particulars of Remuneration | | |
| |
1 | Gross Salary | There is no Key Managerial person, hence the information is NIL |
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961 |
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 |
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961 |
2 | Stock Option* |
3 | Sweat Equity |
4 | Commission - as % of profit |
5 | Others (Retirals) |
| |
| | | | |
VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
| Section of the Companies Act | | Details of Penalty Punishment/ Compounding fees imposed | Authority [RD/ NCLT/ COURT] | Appeal made, if any (give Details) |
|
Penalty | None |
Punishment |
Compounding |
|
Penalty | None |
Punishment |
Compounding |
C. OTHER OFFICERS IN DEFAULT |
Penalty | None |
Punishment |
Compounding |
1. Number of Board Meetings:
During the year, the Board of Directors met 6 times on the following dates:-
18/04/2015, 08/06/2015, 11/08/2015, 24/11/2015, 11/01/2016 and 31/03/2016
2. Number of Share Transfer Committee Meetings:
During the year, the Share Transfer Committee Meeting was held once on 06/08/2015
3. Number of Audit Committee Meetings:
During the year, the Audit Committee Meeting was held once on 05/08/2015
4. Number of Remuneration Committee Meetings:
During the year, the Remuneration Committee Meeting was held once on 11/03/2016
5. Annual General Meeting:
During the year, the Annual General Meeting was held on 29/09/2015
6. Attendance of Directors/Members:-
| | | |
Attendance of Directors at Board Meeting | S.K. Goel | 6 | 6 |
Savita Goel | 2 | 2 |
Suryakant H Mehta | 6 | 6 |
Rakesh Sharma | 6 | 6 |
V. K. Jain | 6 | 4 |
|
Attendance of Members at Share Transfer Committee Meeting | S.K. Goel | 1 | 1 |
Rakesh Sharma | 1 | 1 |
V. K. Jain | 1 | 1 |
|
Attendance of Members at Audit Committee Meetings | Suryakant H Mehta | 1 | - |
Rakesh Sharma | 1 | 1 |
V. K. Jain | 1 | 1 |
|
Attendance of Members at Remuneration Committee Meeting | Suryakant H Mehta | 1 | 1 |
Rakesh Sharma | 1 | 1 |
V. K. Jain | 1 | 1 |
|
Attendance of Directors at last AGM Held on 29th September, 2015 | S.K. Goel | 1 | Yes |
Suryakant H Mehta | 1 | No |
Rakesh Sharma | 1 | Yes |
V. K. Jain | 1 | No |
PARTICULARS OF REMUNERATION AND RELATED DISCLOSURES
Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
| | |
| | Ratio of the remuneration of Director to median remuneration of employees |
1 | Ratio of the remuneration of Director to the median remuneration of the employees of the Company for the Financial Year 2015-16. | Shri S.K. Goel | Managing Director | 2.10:1 |
2 | Percentage increase in remuneration of Director, during the Financial Year 2015-16. | | | % increase in Remuneration |
Shri S.K. Goel | Managing Director | NIL |
3 | Percentage increase in the median remuneration of employees in the Financial Year | There was no increase in the remuneration of employee during the financial year 2015-16 |
4 | Number of Permanent employees on the rolls of Company as on 31st March, 2016 | 6 |
5 | Explanation on relationship between average increase in Remuneration and Company performance | There was no increase in the remuneration of employee during the financial year 2015-16 |
6 | Comparison of Remuneration of the Key Managerial Personnel against the performance of the Company | None |
7 | a) Variations in the market capitalisation of the Company | The shares are not being traded for the last more than 16 years |
b) Price Earnings ratio of the Company as at the closing date of current financial year and previous financial year | The Price Earnings ratio of the Company as at 31st March, 2016 and as at 31st March, 2015 is not calculated, since there is no market value of the Shares during the last more than 16 years. |
c) Percent increase / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. | None |
8 | Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year i.e. 2015-16 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. | For employees other than Managerial Personnel who were in employment for the whole of Financial Year 2014-15 and Financial Year 2015-16, the average increase is NIL.
Average increase for Managerial Personnel is NIL.
|
9 | Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company | | | % to Profit Before Tax for F.Y. 2015-16 |
None |
10 | Key parameters for any variable component of remuneration availed by the directors | None |
11 | Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. | None |
12 | Affirmation that the remuneration is as per the Remuneration Policy of the Company. | Yes |
There are no Foreign Exchange earning and out go during the financial year 2015-16.
DIRECTOR’S RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: (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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (f) 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.
The manufacturing operations of the company remained completely suspended from 2001 onwards, therefore, the information pursuant to Section 134 of the Companies Act, 2013 is not given.