Board's Report To the Members, The Directors are pleased to present their fifteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2015. DIVIDEND During the year, your Company has paid interim dividend of Rs. 15 per share amounting to Rs. 9.68 Crores. No final dividend is recommended on Equity Shares. Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares. OPERATIONS REVIEW Profit before Interest, Depreciation & Tax (PBIDT) decreased by 0.34% to Rs 29.65 crores during 2014-15 from Rs 29.75 crores during 2013-14 mainly due to decrease in dividend and interest income. Profit after Tax increased by 0.34% to Rs. 29.58 crores during 2014-15 from Rs 29.48 crores during 2013-14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES A report on the performance and financial position of the subsidiaries is provided as Annexure I to this Report. The names of the Companies which became or ceased to be subsidiaries are given in the said Annexure. The Company has no associate company or a joint venture. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: <http://kamaholdings.com/Inv/> Policy_MaterialSubsidaryCompanies.pdf DIRECTORS Mr. Kartik Bharat Ram is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election. In compliance with the requirements of the Companies Act, 2013 and Listing Agreement pertaining to appointment of a woman director, Ms. Vasvi Bharat Ram was appointed as an additional Director on 29 January 2015. A notice has been received from a shareholder proposing to appoint her as a regular director liable to retire by rotation , as her co-option as additional director would come do an end at the date of the ensuing general meeting. The directors recommend her appointment. Mr. Kartik Bharat Ram, Chairman is a relative of Ms. Vasvi Bharat Ram. Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting. Mr. Ashish Bharat Ram resigned from the directorship with effect from 29 January, 2015. Mr. Rajat Lakhanpal, Whole Time Director & Company Secretary was also appointed as Chief Financial Officer of the Company on 29 January, 2015. During the year under review, the members approved the appointments of Mr. Amitav Virmani, Mr. Mukul Khandelwal and Mr. Dhirendra Datta as Independent Directors who are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the requirements of the Act and the Listing Agreement, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure II. In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Director, Non- Independent non-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Agreement, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Agreement and the number of committee meetings held during the year. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link <http://kamaholdings.com/Inv> FAMILIARIZATION_INDEPENDENT_DIRECTORS.pdf. MEETINGS OF THE BOARD During the year 2014-15, four meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 29 of this Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; (e) 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; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms' length basis and in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions. Your Directors draw attention of the members to Note 5 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 6 to the standalone financial statement). CORPORATE SOCIAL RESPONSIBILITY (CSR) During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made thereunder. RISK MANAGEMENT The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011. Investment business is always prone to various risks i.e. risk of capital market fluctuations, global developments, competition risk, interest rate volatility, economic cycles and political risks which can affect the fortunes of investment companies in both ways. To manage these risks the Company is following a sound and prudent risk management policy. The aim of the policy is to minimize risk and maximize the returns In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company. INTERNAL FINANCIAL CONTROLS The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. LISTING OF EQUITY SHARES KAMA's equity shares are listed at the Bombay Stock Exchange Ltd. CORPORATE GOVERNANCE Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as Annexure III. In compliance with the requirements of Clause 49(V), a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board. All Board members affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole Time Director, Chief Financial Officer and Company Secretary is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.kamaholdings.com ). CONSOLIDATED FINANCIAL STATEMENT In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts. AUDIT COMMITTEE The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (Chairman of the Committee), Mr. Mukul Khandelwal and Mr. Dhirendra Datta as other members. All the recommendations made by the Audit Committee were accepted by the Board. ACCOUNTS AND AUDIT As per the requirements of the Companies Act, 2013, the Statutory Auditors M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants were appointed to hold office until the conclusion of 17th annual general meeting. Their appointment as per the provisions of the Companies Act, 2013 was subject to ratification by the members at every annual general meeting. They have submitted their certificate to the effect that they fulfill the requirements of Section 141 of the Companies Act, 2013. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts. VIGIL MECHANISM In compliance of provisions of the Companies Act, 2013 and Listing Agreement, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct. The Vigil mechanism of the Company consists of Code of Conduct for Employees, Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company's website at the link http:/ /kamaholdings.com/InvCodesPolicies.aspx MANAGEMENT DISCUSSION AND ANALYSIS Management discussion and analysis on matters as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report. SECRETARIAL AUDITOR The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. FIXED DEPOSITS Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1st April, 2009. As on 31st March, 2015 all fixed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2015, deposits (including interest) amounting to Rs. 1.90 lacs remained unclaimed by depositors. PARTICULARS OF EMPLOYEES No employee was drawing remuneration equal to or exceeding the limits under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - V. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure VI. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :- 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. 2. Whole-time Director, Chief Financial Officer and Company Secretary has not received any remuneration or commission from any of the Company's subsidiaries. 3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. ACKNOWLEDGEMENTS Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support. For and on behalf of the Board of Directors Kartik Bharat Ram Chairman (DIN 00008557) Place: New Delhi Date: May 30, 2015 |