DIRECTORS' REPORT To, The Members of Kiduja India Limited The Directors have pleasure in presenting the 29th Annual Report of Kiduja India Limited ("the Company") for the financial year ended on 31st March 2015. 1. Highlights of the Performance The profit/(loss) before tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year. The profit/(loss) after tax of the Company for the year ended 31st March, 2015 is (Rs.80,477,813/-) as compared to (Rs.56,811,712/-) for the previous year. 2. Dividend The Directors do not recommend any dividend. 3. Transfer to Reserves The Company has suffered a loss during the year under review. The debit balance of Profit & Loss Account has been transferred to Balance Sheet under the head Reserve & Surplus. 4. Directors and Key Managerial Personnel Mr. Om Prakash Agarwal was designated as Independent Director and Mr. Samir Sanghai was appointed as Additional Director (Independent) of the Company by the Board of Directors at their meeting held on 25th March, 2015. Pursuant to Section 150 (2) of the Companies Act, 2013 appointment of Independent Director shall be approved by the shareholders of the Company in a General Meeting. Pursuant to Section 161 of the Companies Act, 2013 Mr. Samir Sanghai holds office up to this Annual General Meeting. Consent of the members will be sought for designating Mr. Om Prakash Agarwal as Independent Director and for re-appointment of Mr. Samir Sanghai as Independent Director at the ensuing Annual General Meeting. The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013. As per provisions of the Act Mr. Darshan Kumar Jain was appointed as CFO of the Company on 25th March, 2015. Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013. 5. Deposits The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year ended 31st March, 2015. 6. Conservation of Energy. Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgoing As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, the Company has taken necessary step in minimizing the usage of energy to the extent possible to reduce the cost of energy. Technology Absorption is not applicable to the Company as the company is carrying on the business of a non-banking financial institution (without accepting public deposits). During the period under review, the foreign exchange earnings and out-go were as under: (i) Foreign Exchange earnings - NIL (ii) Foreign Exchange spent - NIL 7. Particulars of Employees The Company has no employees covered in Sub-rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 8. Extract of Annual Return: The details forming part of the extract of the annual return in Form MGT-9 is enclosed in Annexure "A". 9. Number of Board Meetings: The Board generally meets 4-6 times during the year. All the meetings are conducted as per designed and structured agenda. All agenda items are backed by necessary supporting information and documents to enable the board to take informed decisions. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda are sent in advance. The Company held a minimum of one board meeting in every quarter with a gap not exceeding 120 days between two board meetings. During the year ended 31st March, 2015, six Board Meetings were held, the details of which is as under: 10. Changes in Share Capital The paid up Equity Share Capital is Rs.1,71,50,000. During the year under review, the Company has neither issued shares nor granted stock options nor sweat equity. As on 31st March, 2015, Mr. Ashish D Jaipuria, Managing Director of the Company holds 11,15,000 equity shares (65.01%) of the Company. 11. Related party transaction There are no material significant related party transactions made by the Company with the Promoters or Directors, etc. which may have potential conflict with the interest of the Company at large. Transactions entered into with Related Parties do not attract the provisions of Section 188 of the Companies Act, 2013. 12. Particulars of investments, loans and guarantees under Section 186 The Company has not made any investment or advanced any loans or a guarantee which is covered under Section 186 of the Companies Act, 2013. 13. Internal Control Systems and their Adequacy Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations. Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures. During the year, Company has appointed Mr. Sanjay Nawal as Internal Auditor of the Company for F.Y.2014-15. 14. Transfer of Amounts to Investor Education and Protection Fund There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2015. 15. Auditors M/s Lodha & Co., Chartered Accountants having Firm Registration No. 301051E were appointed as the Statutory Auditors of the Company until the conclusion of the Annual General Meeting for the year ending on 31st March, 2015. The matter relating to re- appointment of M/s Lodha & Co will be placed before the members for approval at the ensuing Annual General Meeting. M/s Lodha & Co., have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed thereunder confirming that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 16. Secretarial Audit The Board has appointed Ms. Harshada Pradeep Rane, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure "B" to this Report. 17. Audit Committee The Audit Committee comprises Mr. Ashish D Jaipuria and Independent Directors namely Mr. Om Prakash Agarwal (Chairman) and Mr. Samir Sanghai as other member. All the recommendations made by the Audit Committee were accepted by the Board. 18. Nomination and Remuneration Committee The Nomination & Remuneration Committee comprises Non-executive Directors namely Mr. Om Prakash Agarwal (Chairman), Mr. Samir Sanghai and Mrs. Kirti D. Jaipuria as other members. 19. Stakeholders Relationship Committee The Stakeholders Relationship Committee comprises Mr. Samir Sanghai (Chairman) who is a Non-Executive Director, Mr. Om Prakash Agarwal and Mr. Ashish D. Jaipuria as other members. 20. Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the provisions of the Act, includes an Ethics Officer of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Ethics Officer or to the Chairman of the Audit Committee. 21. Investment Policy Board has framed the Investment Policy of the Company, in terms of the RBI Master Circular DNBS (PD) CC No. 380/03.02.001/2014-15 dated 1st July, 2014, which includes criteria to classify the investments into current and long term investments, grouping of quoted current investments for the purpose of valuation, valuation of unquoted equity shares, preference shares, government securities, units of mutual funds, commercial papers, long term investments, etc. 22. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: (i) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed; (ii) that appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that year; (iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the annual accounts have been prepared on a 'going concern' basis. (v) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 23. Acknowledgement Your Directors thank the various Central State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors are happy to place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. For and on behalf of Board of Directors Ashish D Jaipuria Managing Director DIN No.00025537 Kirti D Jaipuria Director DIN No.00025564 Place: Mumbai Date: 29th June 2015 |