To
The Members,
K K FINCORP LIMITED
The Directors are pleased to present herewith the audited accounts of the Company for
its financial year ended 31st March, 2022. The financial results are:
Financial Results |
2021-22 |
2020 - 21 |
Gross Income |
244.71 |
11.53 |
Net Profit/(Loss) |
189.43 |
(6.66) |
other comprehensive income |
37.04 |
198.44 |
Total comprehensive income |
226.47 |
191.78 |
Balance brought forward |
20.12 |
(171.66) |
|
246.59 |
20.12 |
Transfer to Special Reserve under 45 IC of the RBI Act, 1934. |
47.50 |
-- |
Net surplus in the Statement of Profit & Loss |
199.09 |
20.12 |
|
246.59 |
20.12 |
OPERATIONS:
The Company achieved income of Rs.244.71 Lakhs during the year as against Rs.11.53
Lakhs in previous year. The Company has earned a net profit of Rs.189.43 Lakhs during the
year compared to net loss of Rs.6.66 Lakhs during the previous year. During the year, the
Company transferred a sum of Rs.47.50 Lakhs to the Special Reserve under section 45IC of
The RBI Act, 1934. There are no changes in the Share capital during the year. The Board of
Directors express their inability to declare any dividend
PERFORMANCE AND FINANCIAL- CONSOLIDATED AUDITED FINANCIAL STATEMENT
During the year, the Company has earned net profit of Rs.196.16 Lakhs compared to net
profit of Rs.8.84 lakhs of the previous year.AOC-1-Part B is enclosed as part of Balance
sheet to highlight the Performance of Associate Companies.
DIRECTORS:
BRIEF DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE APPOINTMENT:
Shri Pradeep C Jalan (DIN:00087468), Director, who is retiring by rotation, is to be
reappointed. Shri Pradeep Jalan (58) is a graduate, having vast experience in the field of
finance and marketing. He has work experience of more than 30 years in this field. His
involvement with the Company is beneficial to the Company and stakeholders He was first
appointed on the Board of Directors w.e.from 01/12/1988. He is member of Stakeholders
Relationship Committee of the Company. He attended 5 (Five) Board Meeting during the Year
2021-22.
KEY MANAGERIAL PERSONNEL(KMP)
Ms. Kusum Parek appointed as Company Secretary and Compliance Officer, Key Managerial
Personnel (KMP) of the Company w.e. from 1st September, 2021 in place of Mr.
Nirmal Tiwari, who resigned from the services of the Company. w.e.f. 31st
August, 2021.
INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015.The Board of Directors confirm that the
independent directors of the Company fulfill the conditions specified in SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 and are independent of the
management of the company. There is no relationship between the Directors inter-se.
BOARD MEETINGS:
During the year, 5 (Five) Board meetings were held, with gap between Meetings not
exceeding the period prescribed under the Act.
FINANCIAL STATEMENTS:
Audited Financial Statements are prepared in accordance with Indian Accounting Standard
(Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with the rules
made thereof.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining qualifications, positive attributes and independence
of a Director and also a policy for remuneration of Directors, Key Managerial Personnel
and senior management. The Executive Directors and other whole-time directors are paid
remuneration by way of salary, perquisites, incentives and allowances, as recommended by
the Committee and the Board of Directors and approved by the Members of the Company from
time to time. Non-Executive Independent Directors are paid sitting fees for attending
meetings of the Board of Directors. The Board of Directors are collectively responsible
for selection of a member on the Board. The Nomination and Remuneration Committee of the
Company follows defined criteria for identifying, screening, recruiting and recommending
candidates for election as a Director on the Board. The criteria for appointment to the
Board include: composition of the Board, which is commensurate with the size of the
Company, its portfolio, geographical spread and its status as a listed Company; desired
age and diversity on the Board; size of the Board with optimal balance of skills and
experience and balance of Executive and Non-Executive Directors consistent with the
requirements of law; professional qualifications, expertise and experience in specific
area of business; balance of skills and expertise in view of the objectives and activities
of the Company; avoidance of any present or potential conflict of interest; availability
of time and other commitments for proper performance of duties;
personal characteristics being in line with the Companys values, such as
integrity, honesty, transparency, pioneering mindset.
AUDITORS:
The current statuary auditors, Mr. Yatin Kumar Shah (Membership No.159796) Chartered
Accountant was last re-appointed by the members at their annual general meeting held on 28th
September, 2017 to hold the office of auditors from the conclusion of the 36th
annual general meeting till the conclusion of this 41st annual general meeting.
As per the provisions of section 139 of the Companies Act, 2013, no listed company
shall appoint an individual as auditors for more than one terms of five consecutive years.
The term of the current auditors expires at the conclusion of the ensuing annual general
meeting. The Board of Directors at its meeting held on 10th August, 2022, based
on the recommendation of the Audit Committee has recommended the appointment of M/s
Sundralal, Desai & Kanodia, Chartered Accountants, Firm Registration No.110560W, as
the statutory auditor of the Company for approval by the members. M/s Sundralal, Desai
& Kanodia, Chartered Accountants, Firm Registration No.110560W, have consented to the
said appointment and confirmed that their appointment, if made, would be within the limits
specified under section 141(3) (g) of the Act and that they are not disqualified to be
appointed as statutory auditor in terms of section 143 of the Act. M/s Sundralal, Desai
& Kanodia, Chartered Accountants, Firm Registration No.110560W, will be appointed as
the statutory auditors of the Company from the conclusion of the ensuing annual general
meeting till the conclusion of the 46th Annual General Meeting, on a
remuneration as may be decided by the Board of Directors from year to year. The members
are therefore requested to appoint M/s Sundralal, Desai & Kanodia, Chartered
Accountants, Firm Registration No.110560W,, as statutory auditor of the Company for a term
of five years from the conclusion of the ensuing annual general meeting till the
conclusion of the 46th annual general meeting, to be scheduled in 2027. The
statutory audit report for the financial year ended 31st March, 2022 does not
contain any qualification, reservation or adverse remark or disclaimer made by statutory
auditors.
SECRETARIAL AUDITOR:
Shri Kamlesh Rajoria, Practicing Company Secretary, Kamlesh Rajoria & Associates,
was appointed to conduct the secretarial audit of the Company for the financial year
2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The secretarial audit report for FY 2021-22 forms part of the Annual Report as "Annexure
- A" to the Board's report. There is no qualification, reservation or adverse
remark in the report.
LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Pursuant to provisions of The Companies Act, 2013, all related party transactions that
were entered into during the financial year were on an arms length basis and were in
the ordinary course of business. There were no material related party transactions entered
by the Company during the year and thus disclosure in Form AOC-2 is not required. Pursuant
to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, following are the transaction with any person or promoter/ promoters group holding
10% or more shareholding..
Name of Related Party |
Loan Given |
Interest Recieved |
BAJRANG FINANCE LIMITED |
191.50 Lakhs |
1.18 Lakhs |
None of the Non-Executive Directors has any pecuniary relationship or transactions with
the Company other than payment of sitting fees to them. Your Directors draw attention of
the members to Note 22 to the notes to accounts which sets out related party disclosures.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A) Conservation of energy:
All efforts are being made to conserve energy. |
|
i. the steps taken or impact on conservation of : energy; |
|
ii. the steps taken by the company for utilising : alternate sources of energy; |
|
iii. the capital investment on energy conservation : equipments; |
|
(B) Technology absorption: |
|
i. the efforts made towards technology absorption; : |
The Company is not a manufacturing company; hence the particulars relating to
conservation of energy and technology absorption are not applicable. |
ii. the benefits derived like product improvement, : cost reduction, product
development or import substitution; |
|
iii. in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) |
|
(a) the details of technology imported; : |
|
(b) the year of import; : |
|
(c) whether the technology been fully absorbed; : |
|
(d) if not fully absorbed, areas where absorption : has not taken place, and the
reasons thereof; and |
|
iv. the expenditure incurred on Research and : Development |
|
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there were no foreign exchange earnings and outgo.
AUDIT COMMITTEE:
The Audit Committee comprises of Shri Sandeep Shriya, Shri Shiv Kumar Sharma and Smt.
Anita Bhartiya.
RISK MANAGEMENT :
The Company has laid down a risk management policy identifying the core areas of risk
including Business Risk and Interest Rates risk. The senior management team reviews and
manages the risks in a systematic manner, including regular monitoring of exposures,
proper advice from market experts.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, BOARD, COMMITTEES AND DIRECTORS:
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the Board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role. In a separate meeting of independent Directors, performance
of non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of non-executive directors.
DEPOSITS:
The Company has not accepted any deposits from the public falling within the purview of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014.
INTERNAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls with reference to
financial statements. The internal financial controls are adequate and are operating
effectively.
SIGNIFICANT AND MATERIAL ORDERS:
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.
VIGIL MECHANISM:
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the
employees and Directors to report genuine concerns and irregularities, if any in the
Company, noticed by them. The same is posted on the website of the Company.
EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in form MGT-9 is placed on the Companys website
at www.remigroup.com.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule, 5(1) and 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the Report and Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting. No employee of the
Company was in receipt of remuneration equal to or exceeding the prescribed limits
pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT:
Kindly note that the pursuant to Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance
provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not
applicable to the Company as paid up equity share capital the Company does not exceed
Rupees Ten Crores and net worth does not exceed Rupees Twenty Five Crores as on the
Financial year ended 31st March, 2022.
DIRECTORSf RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm that: a. in the preparation of the
annual accounts for the year ended 31st March 2022, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures, if any; b. the Directors have selected 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 ended 31st March 2022 and of the profit 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 the 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/ financial statements on a going
concern basis; e. that proper internal financial controls were in place and that the
financial controls are adequate and were operating effectively ; and f. that 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.
APPRECIATION:
Your Directors appreciate the faith you have reposed in the Company and are confident
that the Company can depend upon your continued support in its endeavour to grow.
Registered Office: |
ON BEHALF OF THE BOARD |
Plot No.11, Cama Industrial Estate, Goregaon (East), Mumbai-400 063 |
(SHIV KUMAR SHARMA) |
|
CHAIRMAN |
Dated: 10th August, 2022 |
(DIN:00157100) |