DIRECTORS’ REPORT Dear Shareholders, Your Directors have pleasure in presenting the Thirty Fourth Annual Report of KLK Electrical Limited along with the audited financial statements for the year ended March 31, 2015. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY During the year ended 31st March 2015 under review, the Company has incurred net loss Rs.622000 as against loss of Rs.387000 in the previous year. The Board is actively evaluating opportunities in different sectors and will shortly start activity to revive the company. DIVIDEND The Board of Directors did not recommend any dividend to the Shareholders for the financial year ended 31.03.2015 TRANSFER OF PROFIT TO RESERVES There is no transfer to reserves in view of the Carried forward losses. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY There are no material changes and commitments 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; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES The company does not have any subsidiaries, associates and joint venture companies. BOARD COMPOSITION The Board of Directors consists of eminent individuals drawn from management, technical and financial fields. The Board has an adequate combination of executive and non-executive independent directors. Due to voluntary de-recognition of Madras Stock Exchange Ltd by SEBI on 26.05.2014, our Company ceased to be a Listed Company with Madras Stock Exchange. Further the paid up share capital being less than prescribed limit of Rs. 10 Crores, the provisions of Section 203 of the Act does not apply. NUMBER OF MEETINGS OF THE BOARD In total.7 Meetings of the Board of Directors of the Company were held during the year 2014-15. The maximum time gap between any two consecutive meetings did not exceed 120 days AUDIT COMMITTEE: The Company is not required to have an audit committee under Sec 177 of the Companies Act, 2013 as the paid up capital of the Company is less than Rs. 10 Crores. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Your company is not meeting the threshold as prescribed under Companies Act, 2013, i.e., Net Profit greater than Rs.5 Crores or Turnover greater than Rs.1000 Crores or Net worth greater than Rs. 500 Crores in the preceding 3 Financial Years and therefore Constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation Mr. Rajendra Naniwadekar (DIN:00032107) is liable to retire by rotation at this AGM but he is not seeking re-election thereby he is vacating the office and the vacancy is not proposed to be filled by the Board of Directors. In accordance with provisions of Section 152 of the Companies Act 2013, Mr. R Ravikumar (DIN:06432101), who retire by rotation at the forthcoming AGM and is eligible for re appointment Mr. R Ravikumar. offered himself for re-appointment. Appointment l Mrs. Sujata Jonnavittula, holding DIN 07014640, was appointed as an additional director by the Board of Directors in terms of Section 161(1) of the Act and the Articles of Association of the Company. Her term of office expires at the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director of the Company as Non – Executive Independent Director. Hence the Board of Directors decided to propose the appointment of Mrs. Sujata Jonnavittula at the ensuing Annual General Meeting. Independent Director Mrs. Sujata Jonnavittula appointed as an Independent Director in this AGM. Her term of office up to the date of 30th September 2020. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the provisions contained in the Section 134 (3) (c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanation obtained by it confirms that: a) in the preparation of the Annual Accounts, the applicable Accounting standards had been followed and there were no material departures there from; 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 12 months period ended on 31st March, 2015 and of the profit 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 the Companies Act, 2013 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. BOARD EVALUATION: Further the paid up share capital is well within the threshold limit prescribed under Rule 8 (4) of the Companies (Accounts) Rules, 2014. Hence the details of the board evaluation process as per section 134 (3) (p) of the Companies Act, 2013 is not furnished. STATUTORY AUDITORS Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s. Anant Rao & Mallik., Chartered Accountants, (firm registration no.006266S) were reappointcd as auditors of the company from the conclusion of this Annual General Meeting held on 30th September 2015 till the conclusion of 38th AGM, subject to ratification of their appointment at every AGM. COMMENT ON STATUTORY AUDITOR REPORT There are no qualification, reservation, remarks or disclaimers made by Anant Rao & Mallik., Statutory Auditor, in his audit report. The statutory auditor have not reported and incident of fraud by the Company during the financial year 2014-15. SECRETARIAL AUDITOR Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed , Ms. Lakshmmi Subramanian & Associates, Practicing Company Secretaries to conduct secretarial audit for the financial year 2014-15. The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure. COMMENT ON SECRETARIAL AUDITOR REPORT With reference to the remarks made by the secretarial auditor, Ms. Lakshmmi Subramanian, Practicing Company Secretary bearing (Membership No. 3534 CP No. 1087).), in his Secretarial Audit Report, the company has taken the corrective measures during the current financial year. INTERNAL FINANCIAL CONTROLS Your Company has adequate internal financial controls with reference to the financial statements and commensurate with its business operations. CONVERSION OF ENERGY Though the Company has not carried on any manufacturing activities, it had taken steps to converse energy in its office / and stores use, consequent to which energy consumption has been minimized. No additional Proposals/ Investments was made to converse energy. Since the Company has not carried on any industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable. TECHNOLOGY ABSORPTION The Company has not adopted / intend to adopt the technology for its business and hence no reporting is required to be furnished under this heading. FOREIGN EXCHANGE EARNINGS AND OUTGO Since the Company has not carried on any export during the financial year under review, the discourses requirement relating to exports, initiatives taken to increase exports; development of new export markets for products and services and export plans do not arise. HUMAN RESOURCES DEVELOPMENT: The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel not only in the production department but also in marketing finance and accounts. The management strives to retain and improve employees morale. The Company is in the process of revamping the employer employee engagement program. EXTRACT OF ANNUAL RETURN The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the “Act”) is annexed herewith as Annexure to this report. RELATED PARTY TRANSACTIONS During the year 2014 – 2015, the Company had not entered into any contract / arrangement / transaction with related parties as per sub-section (1) of section 188 of the Companies Act, 2013. Hence the question of reporting under the requirement of said section doesn’t arise. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Presently the total number of employees is less that the statutory limit and hence the company has not constituted a separate committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 However the company has zero tolerance for sexual harassment at workplace. During the financial year 2014-15, the Company has not received any complaints. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Presently the company has very limited activity; no management discussion at large has taken place during the year. Since your company’s paid up Equity share capital and net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of revised Clause 49 relating to Corporate Governance does not apply. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet. RISK MANAGEMENT: The risk management is overseen by the company on a continuous basis. Major risks, if any, identified in the business and functions are systematically addressed through mitigating action on a continuous basis. CORPORATE GOVERNANCE REPORT Since your company’s paid up Equity capital and Net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of the revised Clause 49 relating to Corporate Governance and vide SEBI circular dated CIR/CFD/POLICY CELL/7/.Hence not applicable to the company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the period under review, the Company has not made loans and investments or given guarantees or provided securities to other bodies corporate under Section 186 of the Companies Act, 2013. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, Directors take this opportunity to convey their thanks to all the valued shareholders For and on behalf of the Board Mr. Rajendra Naniwadekar Director DIN: 00032107 Mr. R Ravikumar Whole Time Director DIN: 06432101 Place: Chennai Date : 31.8.2015 |