DIRECTORS’ REPORT To, THE MEMBERS OF SHYAMKAMAL INVESTMENTS LIMITED Your Directors present the 33rd Annual Report together with the Audited financial Statement for the financial year ended March 31, 2015. 2. REVIEW OF OPERATIONS Your company is engaged in the securities trading and investment activities and during the year under review, the Company has posted total Income of Rs. 1,45,60,894/- as against total Income of Rs. 3,70,63,798/- in the corresponding previous year. Net Loss for the year under review was Rs. 35,22,064/- as against Net Loss of Rs. 3,03,18,278/- in the corresponding previous year. 3. FUTURE PROSPECT Your Company is into the business of Securities Trading and Investments Activities and also a RBI registered active NBFC. The management has been regularly discussing about the future plans and projects to be undertaken by the company. Due to the slowdown in economy and poor macro economic conditions the management has been taking a cautious approach towards the same. However keeping in mind the future positivity and expansion plans the management has decided to undertake investment in securities on a larger scale and also to restart the NBFC business on a smaller level. 4. DIVIDEND AND RESERVES The Company has incurred losses during the financial year under review and hence your Directors think fit not to recommend any dividend for the year under review. 5. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 8,29,00,000, comprising of 82,90,000 Equity shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the financial year under review, pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Ramkripal Verma and Mr. Deepak Modi were appointed as Independent Director of the Company w.e.f. 14th July, 2014 for term up to 5 (five) years in 32nd Annual General Meeting. Further, Board of Directors of the Company appointed Mr. Sanjay Talati as an Additional Directors of the Company w.e.f. 14th July, 2014, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and also appointed him as a Whole-time Director of the Company for a period of 5 (five) year. The Shareholders of the Company has approved the terms and conditions at their Annual General Meeting. Mr. Anup Kailashchandra Kedia and Mr. Vishnu Kailashchandra Kedia resigned from Directorship of the company w.e.f. 14th July, 2014. Further, Mr. Sanjay Talati (DIN: 06927261), Whole-time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. During the year under review, Mr. Sanjay Talati, Whole-time Director of the Company, has been appointed as Chief Financial Officer of the Company with effect from 31st March, 2015. 7. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2103, the Board of Directors of the Company hereby confirms that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) 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 that period; (c) the directors have 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 have prepared the annual accounts on a going concern basis; and (e) 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. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 8. PARTICULARS OF MANAGERIAL REMUNERATION The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year. 9. EXTRACT OF ANNUAL RETURN: The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 10. RELATED PARTY TRANSACTIONS As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2014-15 the particulars as required in form AOC-2 have not been furnished. 12. CONSTITUTION OF AUDIT COMMITTEE: During the financial year under review the audit committee of the Company was reconstituted in order to comply with Section 177 of the Companies Act, 2013 and clause 49 of Listing Agreement. The Audit Committee comprises of experts specializing in accounting / financial management. During the Financial Year 2014-15, Three (3) meetings of the Audit Committee were held on, August 13 2014, November 12 2014 and February 13 2015. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement and the Companies Act, 2013. The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/removal of Auditors, reviewing of company’s results, evaluation of Independent Directors performances, etc. 13. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration committee of the Company shall perform such role and duties as mentioned in Section 178 of the Companies Act, 2013 and revised listing agreement. The Nomination and Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and nonmonetary outlay. 14. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Member 15. STAKEHOLDER RELATIONSHIP COMMITTEE The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee reviews Shareholder’s / Investor’ s complaints like nonreceipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders. The total numbers of complaints received during the year were Nil and there was no pending complaint as on 31st March, 2015. The Company did not receive any transfer requests and hence no request was pending for approval as on March 31, 2015. 16. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. 17. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Listing Agreement. 18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company does not have any subsidiary company and has not entered into joint venture with any other company. 19. STATUTORY AUDITORS’ AND AUDITORS’ REPORT At the 32nd Annual General Meeting held on September 22, 2014, M/s. ABN & Co., Chartered Accountant (Firm Reg No: 004447C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2019. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. ABN & Co., Chartered Accountant, as Statutory Auditors of the Company, is placed for Ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013. 20. APPOINTMENT OF COMPANY SECRETARY The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 21. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report. 22. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), IF ANY, OF THE COMPANIES ACT, 2013: Re: Pursuant to Section 134(3)(f)(i) There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company. Re: Pursuant to Section 134(3)(f)(ii) (Secretarial Audit Observations) : a) The Company is in process of appointment of Company Secretary, b) During the year under review Ms. Priti Malpani was proposed to be appointed as woman Director. However due to some technical snag the Director Identification Number could not be obtained. However the Company is taking all relevant effective steps to comply with the applicable provisions of the Act.; c) The Company is in process of appointment of Internal Auditor of the Company, d) The Company is in process of appointment of Non Executive Director in order to comply with Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013 i.e to form proper composition of Nomination and Remuneration Committee. 23. INTERNAL AUDIT & CONTROLS The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. 24. EMPLOYEES’ STOCK OPTION PLAN The Company has not provided stock options to any employee. 25. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shyamkamal.com. The employees of the Company are made aware of the said policy at the time of joining the Company. 26. RISK MANAGEMENT POLICY The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. 27. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015 there were no outstanding deposits. 28. LOANS & GUARANTEES During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate. 29. INSURANCE The properties/assets of the Company are adequately insured. 30. CORPORATE GOVERNANCE CERTIFICATE A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement in not applicable to your company as Company’s Paid up equity capital is below Rs. 10 Crores and Networth is below Rs. 25 Crores. 31. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company’s operations form a part of this Annual Report. 32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is applicable and hence disclosures required therein are not applicable to the Company. During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL 33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 34. GENERAL During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company’s Shares are listed. During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations. 35. HUMAN RESOURCES Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 36. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For and on behalf of the Board of Directors KAILASHCHANDRA KEDIA CHAIRMAN [DIN: 01292825] Date: August 13, 2015 Place: MUMBAI |