DIRECTOR'S REPORT Your Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. Future Outlook The turnover during the year has declined on account of slowdown in Capital & Stock Market. The regulatory fees have increased ten times during 2014-15 & have now doubled in 2015-16. The Company is exploring various investments opportunities in the coming years. Dividend The Board of Directors does not recommend any Dividend for the year under review Subsidiaries, Joint Ventures and Associates Companies: The Company does not have any subsidiaries, joint venture & associates Company. Acceptance of Fixed Deposits The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review. CONSOLIDATED FINANCIAL STATEMENT The Company does not required to prepare the Consolidation financials as the Company does not has any subsidiary, joint venture and associate Company. Other Corporate Information The Company's shareholders in the Extra-Ordinary General Meeting held on 20th April, 2015 has approved the issue of Bonus Shares in the ratio of 3 (Three) new equity share of Rs. 10/- each for every 1 (One) equity share of Rs. 10/- each held by the shareholders of the Company on 6th May, 2015 (record date). Post Bonus Issue, the paid-up Capital of the Company is Rs. 20,00,000/-comprising 2, 00,000 equity shares of Rs. 10/- each. These Bonus shares are listed and traded on BSE Limited Particulars of Contract Or Arrangement With Related Party There is no transaction with Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. Loans, Investment and Guarantees by the Company There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement. Internal Financial Controls The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls. Disclosures under Section 134(3) (I) of the Companies Act, 2013 No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report. Directors Mrs. Renu Surendra Gupta was appointed as Director on 30th June, 2015 as Additional Director of the Company. Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures of Mrs. Renu Surendra Gupta for the office of the Directors have been received. The Company has formulated a policy on director's appointment & remuneration including criteria for determining qualifications, positive attributes, independence of director & othermatters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Directors' Report. Pursuant to the provisions of the Companies Act 2013, evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors' (Annexure 2A) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B) The Company is managed by well- qualified professionals. All directors are suitably qualified, experienced and competent .The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/ or commercial transactions between them and the company which could have potential conflict of interest with the company at large. All Directors and Senior Management Personnel have affirmed compliance with the code of conduct approved and adopted by the Board of Directors. Directors Seeking Appointment/Re-Appointment Mr. Prashant Vasudeo Vaidya, Director of the Company is retiring by rotation and has offered himself for re-appointment. Pursuant to section 149 and section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed that Mrs. Renu Surendra Gupta, existing Independent Director who meets the criteria of Independence, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years commencing from 30th September, 2015. She has given a declaration under section 149(7) of the Companies Act, 2013 that she meets the criteria of Independence as provided in section 149(6) of the Companies Act, 2013. Mrs. Renu Surendra Gupta is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has provided her consent to act as a Director. Codes of Conduct The Board of Directors of the Company has laid down two separate Codes of Conduct - one for Directors and another for Senior Management and Employees. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Codes of Conduct for the year under review. Directors' Interest in the Company Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. The Directors of the Company have not entered directly or indirectly any Contract as mentioned in the section 188 of the Companies Act, 2013. Composition of Board As on the date of this report, the Board Strength consists of in all 4 directors. One Director is Non-Independent Non-Executive & 3 Directors are Independent and non executive. Further none of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he / she is a Director. Also necessary disclosures regarding Committee positions in other public Companies have been made to the Company by the Directors at regular intervals. ? Meetings of the Board of Director During the Financial Year 2014-15, Five Board Meetings were held on the following dates: 1.15th May, 2014 2.31st July, 2014 3.10th November, 2014 4.27th January, 2015 5.19th March, 2015 ?Details of the Board of Directors and External Directorships Particulars of the Board's Composition, Directors' Attendance at Board Meetings and at the previous Annual General Meeting, number of other Directorships and Board-Committee memberships held as on 31 March 2015, are given below: Notes: (*) includes directorships held in public limited Companies only. Directorships held in Private Companies, Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956 are excluded. (@) includes only positions held in Audit Committee and Shareholders'/ Investor Grievance Committee of the Board of Directors Committees of the Board The Board has constituted following Committees of Directors: ?Audit Committee, ?Nomination & Remuneration Committee, and ?Stakeholder's Relationship Committee. ? Audit Committee Terms of Reference: The role and terms of reference of Audit Committee covers areas mentioned as per the requirements of section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. All the Members of Audit Committee are qualified and having insight to interpret and understand financial statements. The brief terms of reference of the Audit Committee is outlined as under: 1.To select and establish accounting policies. 2.To recommend the Appointment, Remuneration & terms of Appointment of Auditors of the Company. 3. To review the adequacy of the Internal Control System. 4. To review financial statements and Auditor Report thereon. 5. To review the adequacy of the Internal Audit function & reports, reporting structure coverage and frequency of internal audit. 6. To review the findings of any internal investigations by the internal auditors and report the matter to the Board of Directors. 7. To review the Company's financial and risk management policies. 8. To review and monitor Auditors independence and performance and effectiveness of audit process. 9. To approve or any subsequent modification of transactions of the Company with related parties. 10. To scrutinize inter-corporate loans & investments. 11.To do the valuation of undertakings or assets of the Company, wherever it is necessary. 12. To evaluate internal financial controls & risk management systems. 13. To monitor the end use of funds rose through public offers, if any & its related matters. Meetings of the Committee: The Committee met Four times during the financial year 2014-15 on i.e. 15th May, 2014, 31st July 2014, 10th November, 2014 & 27th January, 2015. Constitution of the Committee: The Chairman of the Audit Committee is an Independent Director and is financially literate and has accounting related financial management expertise. ? Stakeholders Relationship Committee Terms of the Committee: 1.To scrutinize and approve registration of transfer of shares/warrants issued or to be issued. 2.The Shareholders' and Investors' complaints on matters relating to transfer of shares, non receipt of annual report, non-receipt of dividends and matters related thereto. 3.To exercise all power conferred on the Board of Directors under Articles of Association. 4.Attending to investors' queries and complaints regarding transfer, dividend, annual reports, etc. 5.Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI. Details of Pending Investor Grievances and Compliance Officer: There were no investor grievances pending for Redressal as the end of the financial year and all the queries from the stakeholders were attended to promptly. Further there were no pending transfers for the year under review. Further the details of the Compliance Officer designated for handling of the Investor grievancesis provided as under: Name : Mr. Prashant Vasudeo Vaidya Address : Malhotra House, 5th Floor, Opp. G.P.O., Fort, Mumbai - 400 001 Email ID : chankyainvtltd@gmail.com Composition & Meeting The Committee comprises of 2 Non-Executive Independent Directors, namely Mr. Pravin B Shah (Chairman), Mr. Nilesh A Kulkarni & Mr. Prashant V Vaidya (Compliance Officer) as member of the committee. ? Nomination & Remuneration Committee: Terms of the Committee The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013. No Stock option has been allotted to any of the Directors during the financial year 2014-2015. The terms of reference of Committee broadly includes identifying & selection of candidates for appointment as Directors/Independent Director based on certain laid down criteria; performing all such functions as are required to be performed by the Committee with regard to such matters as specified under section 178 of the Companies Act, 2013. It formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While reviewing the Company's remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory provisions and other relevant factors. . The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Committee also ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel & senior management involves a balance between fixed & incentive pay reflecting short & long term performance objectives appropriate to the working of the Company & its goals. Composition The composition of the Remuneration Committee is Mr. Pravin B Shah (Chairman), Mr. Prashant V Vaidya, & Mr. Nilesh A Kulkarni as member of the committee. During the financial year ended 31st March, 2015 no Remuneration Committee meeting was held. Disclosures: ?Materially significant Related Party Transactions: ?There is no any Related Party Transactions during the year. ?The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. ?The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel. ?The Company has adopted a 'Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. Further, we affirm that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy. ?The Clause 49 of the Listing Agreement is not applicable to the Company. ?The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director. The Company has complied with all requirements of regulatory authorities. No penalties/strictures were imposed on the Company by Stock Exchanges/SEBI or any other statutory authority on any matter related to Capital market. Declarations by Independent Director Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. The Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014) is not applicable to the Company as the paid-up capital of the Company was less than Rs. 10 crores and net worth of the Company was less than Rs. 25 crore as on 31st March, 2015. Auditors Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. S. Jain Bohra & Co., Chartered Accountants, Mumbai, hold office up to the conclusion of 45th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice. Auditors Report The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 1 34 of the Companies Act, 2013. Directors Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that: i.In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii.The Directors have 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 the year ended 31st March, 2015. iii.The Directors have taken sufficient and proper 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 material fraud and other irregularities. iv.The Directors have prepared the Annual Accounts on a going concern basis. v.There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. vi.That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Details of Committee of Directors Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Director Report. The recommendation by the Audit Committee as and when made to Board has been accepted by it. There has been no trading at BSE Limited during the financial year 2014-15. Means of Communication: The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to BSE Limited immediately upon its approval by the Board of Directors and are simultaneously published in leading newspapers in English and Marathi (regional language). In accordance with the Listing Agreement requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details are forwarded to the Stock Exchange. During the year under review, no presentation was made to the institutional investors or analysts. Share Transfer System: Presently the Share Transfer documents received by the Company's Registrar and Transfer Agents in physical form are processed, approved and dispatched within a period of 5 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute. For expeditious processing of share transfers, the Board of Directors of the Company has authorized the Compliance Officer, to decide on various issues like transfers/transmission of securities in physical form, change in status of share holders and confirmation of dematerialization. SEBI Complaints Redress System (SCORES) SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web based complaints redress portal known as 'SCORES'. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system. ISIN No. The Company's Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE 825M01017. Outstanding GDRs/ ADRs: The Company has not issued any GDRs/ADRs. Audit Qualifications There are no Audit qualifications in the Company's financial statement for the year under review. Reconciliation of Share Capital Audit A practicing Company Secretary carries out reconciliation of share capital audit, on half-yearly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL. Nomination Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s).Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is also available on Public domain. Risk Management During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. The Company has a Risk Management Policy which has been adopted by the Board of Directors, currently, the Company's risk management approach comprises of governance, identification & assessment of risk. The risks have been prioritized through a Companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees. Risk Assessment and Minimization procedures are in existence and are reviewed periodically. Whistle Blower Mechanism The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any compliant(s) related to fraudulent transactions or reporting intentional non-compliance with the Company's policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. Corporate Governance Clause 49 of the Listing Agreement with the Stock Exchanges regarding Corporate Governance is not applicable to the Company, as its paid-up capital & net worth is below the prescribed limit of SEBI, however the Company has adopted all relevant sections, which are applicable to it as per Companies Act, 2013. Director's Certificate A Certificate from the Director in respect of the Financial Statements forms part of the Annual Report. Management Discussion and Analysis Report Conservation of Energy, Technology Absorpti and Outgo: Foreign Exchange Earnings The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review. Particulars of Employees: None of the employees of the Company is in receipt of remuneration prescribed under Section 197 (12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise. Secretarial Audit Report A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary Ms. Mruga Vasavada is annexed herewith and forming part of the report as Annexure - 3. Extract of Annual Return Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - 4) Corporate Social Responsibility The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. PRESENTATION OF FINANCIAL STATEMENTS The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013. STATUTORY DISCLOSURES A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. Acknowledgement: Your Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future. We applaud them for their superior levels of competence, dedication and commitment to your Company. By Order of the Board For Chankya Investments Limited Sd/- Prashant V Vaidya Compliance Officer & Director DIN: 0036543 Sd/-PRAVIN BABRUVAHAN SHAH Director DIN: 00180976 Place: Mumbai Date: 13th August, 2015 |