BOARD'S REPORT TO THE MEMBERS, The Directors have great pleasure in presenting the 21st Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2015. PERFORMANCE OF THE COMPANY The company has not made any income during the financial year. Your company has incurred a net loss after tax of Rs. 2,85,967/- during the financial year. DIVIDEND Due to non-availability of profits during the financial year, your Directors do not recommend any dividend for the financial year 2014-2015. SHARE CAPITAL During the year, your company has not made any allotment, subsequent to which there is no change in the share capital of the company. TRANSFER TO RESERVES The Company has incurred loss and has carried the losses to Profit & Loss Account and hence no transfer to General Reserve was made during the Year. FINANCE Cash and cash equivalent as at March 31, 2015 amounted to Rs.4,54,38,908/-. DEPOSITS During the year, your Company has not accepted any Deposits. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There were no loans and guarantees given by the Company falling under Section 186 of the Companies Act, 2013. Particulars of investments covered under Section 186 forms part of the notes on financial statements provided in this Annual Report. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments and Resignations The Board has not appointed any directors during the financial year. Neither any of the Directors has resigned during the financial year. Re-appointments As per provisions of the Companies Act, 2013, Mr.N.G.Anbumani, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends his re-appointment. Declaration By Independent Directors The company is looking for Independent directors with suitable qualifications during the year and accordingly this may not be applicable to the company. The company will try to find suitable Independent Directors and appoint them as soon as possible. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR During the year, 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. BOARD COMMITTEES The Board has two committees namely, Audit Committee and Shareholders/Investors Grievances Committee. A detailed note on the committees is provided under the Corporate Governance Report forming part of Boards' Report. The Composition of the primary Committees and their meeting dates are given below: Details of recommendations of Audit Committee which were not accepted by the board along with reasons The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and Listing Agreement from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review. DETAILS OF POLICIES DEVELOPED BY THE COMPANY Board Diversity The Company recognizes and values the importance of a diverse board as part of its corporate governance and success. The Company believes that a truly diverse Board will leverage differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity, religion and gender which will go a long way in retaining its competitive advantage . The company is looking for qualified independent directors to meet the requirements of provisions of Companies Act, 2013 which will help in better diversification of board. Whistle-Blower Policy - Vigil Mechanism The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the Employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairman of the Board/Chairman of the Audit Committee in exceptional cases. In line with the statutory requirements, the Company has formulated a Whistle Blower Policy/Vigil Mechanism, which covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is or is likely to be affected and formally reported by whistle blowers concerning its employees. The Managing Director is responsible for the administration, interpretation, application and review of this policy. The Managing Director is also empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee. The mechanism also provides for access to the Chairman of the Audit Committee in required circumstances. EVALUATION OF BOARD, COMMITTEE AND DIRECTORS The company will appoint Independent Directors as soon as possible and will do formal evaluation of the Board . Training and familiarization program for independent directors The company will appoint Independent Directors as soon as possible and will arrange to provide training and familiarization programme . NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR Your Company has no subsidiaries, joint venture or associate companies and hence the disclosure does not arise. AUDITORS Statutory Auditors At the Annual General Meeting held on 25th September, 2014, M/s. Ganesh Venkat & Co.,, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the matter of appointment of the auditors shall be placed for ratification at every Annual General Meeting of the company. Accordingly, the appointment of M/s. Ganesh Venkat & Co., Chartered Accountants, as statutory auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that their appointment is ratified by the shareholders, it would be in accordance with the provisions of Section 141. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S Dhanapal & Associates, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-2015 is annexed herewith as marked as Annexure A and forms part of this report. PARTICULARS OF EMPLOYEES AND REMUNERATION Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: (i)Details of the employees employed throughout the year and drawing remuneration which in the aggregate exceeds Rupees Sixty Lakhs or more per annum, during the financial year. During the year, no employees were in receipt of remuneration exceeding Rs. 60 Lakhs in aggregate, per annum. (ii)None of the employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, which, in the aggregate exceeds Rupees Five Lakhs per month, during the financial year. (iii)None of the employees except Managing Director hold by himself or along with his/her spouse and dependent children, more than two per cent of the equity shares of the Company. Details required as per Section 197 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Name of Director/KMP Amount of Remuneration Per Annum Ratio of remuneration to median remuneration of employees for the FY % increase in remuneration during the FY Comparison of remuneration to performance of company Percentage increase in the median remuneration of employees in the financial year During the year, none of the employees were in receipt of remuneration. Number of permanent employees on the rolls of the company as on 31.03.2015 There were no employees registered on the rolls of the Company as of 31st March 2015. Explanation on relationship between average increase in remuneration and company performance Since there was no remuneration given during the year to employees it does not have impact on company's performance. Variations in Market Capitalization of the Company There has been no trading in the shares on any of the stock exchanges during the year under review and hence this data has not been provided. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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; There was no increment found in salaries of the employees in your company during the financial year. The 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 There are no employees who receive remuneration in excess of the highest paid Director during the year. Details of pecuniary relationship or transactions of the non-executive directors vis-a-vis the company There are currently three Non-Executive Directors in the company of which two directors are Independent Directors. They are not in receipt of any sitting fee for any of the meetings attended. Ms. Yerabhagha Meerareddy Prasoona, Non-Executive and Non-independent Director holds 3,31,610 Equity shares as of 31st March 2015 . Mr. Anbumani Neikkuppai Govindarajan, Non-Executive and independent Director as of 31st March, 2015. Mr. Loganathan Dhakshinamoorthy, Non-Executive and independent Director as of 31st March, 2015. They do not have any pecuniary relationship or transactions with the Company. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The company does not have any operations and board is of opinion that internal financial control are sufficient to meet the current requirements of the company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint on sexual harassment during the financial period ended 31.03.2015. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the year 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 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2015 TILL THE DATE OF THIS REPORT There are no material Changes and commitments affecting the financial position of the company which has occurred since 31.03.2015 till the date of this report EXTRACT OF ANNUAL RETURN An extract of the Annual Return in form MGT-9 is annexed herewith as marked as Annexure B and forms part of this report. RELATED PARTY TRANSACTIONS As required under clause 49 of the Listing Agreement, the company has developed a policy on dealing with Related Party Transactions and such policy is disclosed on the company's website www.ykmindustries.com. There were no related party transactions as contemplated under Section 188 of Companies Act,2013 entered into during the financial year by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The details of Related Party Transactions as required under AS-18 are provided in the Notes to the Accounts. CORPORATE GOVERNANCE REPORT The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges till the period ended 30/9/2014. With effect from 01st October 2014, Corporate Governance requirements under clause 49 is not applicable to the company with effect from 1st October 2014 as per SEBI circular dated September 15,2014. A report on Corporate Governance including Management Discussion and Analysis report under the Listing Agreement along with a certificate from M/s. S Dhanapal & Associates, a firm of Practicing Company Secretaries, regarding the compliance is annexed herewith and marked as Annexure C, which is given on voluntary basis and forms part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The details on Conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith as marked as Annexure D and forms part of this report. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i.in the preparation of the annual accounts, the applicable accounting standards have been followed. ii.The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii.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. iv.The directors have prepared the annual accounts on a going concern basis. v.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. vi.The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DEPOSITORY SYSTEM Pursuant to the Directions of the Securities and Exchange Board of india, the Company's Securities has been dematerialized and also admitted into National Securities Depository Limited and has been allotted with ISIN - INE332F01018. The Company's Shares are listed. REPLY TO QUALIFICATIONS IN SECRETARIAL AUDITOR'S REPORT The company does not have any operations and hence has not appointed a Company Secretary, Internal Auditor and Chief Financial Officer. Once the operational performance of the company improves, it will appoint company secretary, internal auditor and chief financial officer. As independent directors requirements as per provisions of companies act are stringent, the company is not able to immediately find out such directors and is looking for suitable candidates to be appointed as independent directors in the company. Once they are appointed by members, the company will reconstitute audit committee, constitute nomination and remuneration committee and will conduct familiarization programme for them, The formal evaluation will also be done by independent directors subsequent to their appointment. With regard to certain delay in filings, non filings and advertisements to be given, the company will take necessary steps to ensure that such events are not happening in future. ACKNOWLEDGEMENTS The Directors would also like to thank members and bankers for the continued support given by them to the Company and their confidence reposed in the management. The Directors appreciate and value the contributions made by every member of YKM Industries Limited. For and on behalf of the Board of Directors Sd/-Yerabhagha Meera Reddy Chairman & Managing Director DIN : 00628630 Place : Chennai Date : 28.08.2015 |