| TO THE MEMBERS OF
Kilburn Office Automation Limited
The Directors submit their Report together with the Audited Accounts
of the Company for the Financial Yearended 31st March, 2015.
FINANCIAL RESULTS
Your Company recorded the following results for the Financial Year
ended 31st March, 2015:- Particulars Financial Financial
Year Ended Year Ended
2014-15 2013-14
Gross Operating Loss (1,95,28,557) (6,35,54,488)
Depreciation 10,15,391 9,58,776
Net Loss Before Exceptional Items
and Taxation (2,05,43,948) (6,45,13,264)
Exceptional Items - 5,11,71,897
Net Loss Before Extra Ordinary
Items and Taxation (2,05,43,948) (1,33,41,367)
Deferred Tax - (7,84,198)
LossFor ThePeriod After Taxation (2,05,43,948) (1,25,57,169)
Loss Brought Forward Previous Year (9,07,95,944) (7,82,38,775)
Depreciation Adjustment (3,20,504) -
Deficit Carried ToBalanceSheet (11,16,60,396) (9,07,95,944)
PERFORMANCE REVIEW:
The performance ofthe Company during the year continued to be
disappointing. The Company registered operating revenues of Rs. 13.02
crores during the year resulting in a growth of 68% over the previous
year. This growth was achieved by putting sustained efforts on
disposal of the Company's stock of Coin Vending Machines and other
office products. In spite of such efforts, the Company ended the year
with an operational loss ofRs. 1.95 crores.
Due to difficult business environment, the Company sold its Coin
Vending Machine business during the year in two tranches to M/S Kusters
Engineering India Pvt. Ltd. and M/S Techmart Digital Systems Pvt. Ltd.
in terms ofduly executed Business Transfer Agreements with these
Companies.
FUTURE PROSPECTS:
As reported in the previous year, the Company has discontinued all its
manufacturing activities. The Company is currently in the process of
liquidating its inventory of Digital Duplicators, Ammonia Printing
Machines and other Banking Products. The Company is also exploring
suitable diversification opportunities.
SHARE CAPITAL
The Paid-up Share Capital as on 31st March, 2015 is Rs. 7,95,01,000/-
comprising of 67,50,100 Equity Shares ofRs. 10/- each amounting toRs.
6,75,01,000/- and 11% 1,20,000 Cumulative Redeemable Preference Shares
@ Rs. 100/- each amounting to Rs. 1,20,00,000/-.During the year, the
Company has not issued any securities.
DEPOSITS
The Company had discontinued its Fixed Deposit Scheme from 2013-2014.
The total deposits outstanding as on 31st March, 2015 aggregated to Rs.
4,98,000/- (Previous Year 31st March, 2014 Rs. 43,90,000/-) which include
deposits matured and remaining unclaimed ofRs. 2,43,000/-. The Company
has not accepted deposits from the the public falling within the ambit
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance
of Deposit) Rules, 2014.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act')
and Rule 12(1) of the Companies (Managementand Administration) Rules,
2014, Extractof Annual Return is Annexed as Annexure 1 in Form MGT-9.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amresh Kumar Jain,Smt.Jhumur Bhattacharjee and Mr. Madhusudan Sen
are Independent Directors(IDs) on the Board of your Company. In the
opinion of the Board and as confirmed by these Directors, they fulfil
the conditions specified in Section 149 of the Act and the Rules made
thereunder about their status as Independent Directors of the Company.
Mr. Amresh Kumar Jain and Mr. Madhusudan Sen were appointed as the
Independent Directors for 5 (Five) years at the Annual General Meeting
held on 10th September, 2014.
Mr. Sandeep KumarJalan, Non-Executive and Non-Independent
Director(bearing DIN-00015836) retires by rotation and being eligible
offers himselffor re-appointment.
Due to the sudden demise of one of our Independent Director Mr.
Allapanda Deviah Nanaiya on 18/9/2014, Smt. Jhumur Bhattacharjee was
appointed in the casual vacancy as a Non-Executive, Independent and
Woman Directoron 11-11-2014 to hold the office till the date of Annual
General Meeting. It is proposed to appoint Smt. Jhumur Bhattacharjee as
a Woman & Independent Director for 5 (five) years at the ensuing Annual
General Meeting.
Due to the ill-health, Mr. Madhusudan Sen resigned from the Board on
28-7-2015. Mr. Dilip Mukherjee (holding DIN-07244118) was appointed as
an Additional Directoron the Board on 28-7-2015. It is proposed to
appoint Mr. Dilip Mukherjee as an Independent Directorfor 5 (five)
years at the ensuing Annual General Meeting.
All the Independent Directors have given declarations they meet the
criteria of independence as laid down underSection 149(6)ofthe
Companies Act, 2013.
In view of the provisions of the Section 203 of the Companies Act,
2013, Mr. Varadarajan Vanchi, Managing Director and Mr. Pronab Kumar
Chatterjee, Chief Financial Officer were identified as the Key
Managerial Personnel (KMP) ofthe Company.
DETAILS OF BOARD MEETINGS
During the year, 5(five) numberof Board meetings were held, details
ofwhich are given below:
Date of the meeting No. of Directors attended the meeting
17-04-2014 4
29-05-2014 4
31-07-2014 4
11-11-2014 5
12-02-2015 4
Committees of Board
The details of composition of the Committees of the Board of Directors
are as under:-
a. Audit Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh KumarJain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Madhusudan Sen Member
During the year, the Committee met on 17-04-2014, 29-05-2014,
31-07-2014, 11-11-2014 and 12-02-2015.
Vigil mechanism/Whistle Blower Policy
The Company has a strict Vigil Mechanism/Whistle Blower Policy to deal
with fraud and mismanagement in accordance with the provisions of
Section 177(9) of the Companies Act, 2013.
b. Nomination & Remuneration Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Smt.Jhumur Bhattacharjee Member
3 Mr.Madhusudan Sen Member
During the year, the Committee meton 11-11-2014.
c. Stakeholders Relationship Committee
Sl. No. Name Chairman/ Members
1 Mr.Amresh Kumar Jain Chairman
2 Mr.Sandeep Kumar Jalan Member
3 Mr.Varadarajan Vanchi Member
During the year, the Committee met on 29-05-2014 and 12-02-2015.
d. Independent Directors Meeting and Criteria for evaluation of
Directors
During the year under review,the Independent Directors met on
13-02-2015, for the purpose :-
- Evaluation of the performance of Non-Executive Directors and the
Board of Directors and the Board of Directors as a whole.
- Evaluation of the performance of the Chairman of the Company,taking
into account the views ofthe Executive and Non-Executive Directors.
- Evaluation of the quality,content and timelines of flow of
information between Management and the Board that is necessary for the
Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
Remuneration Policy
All the Non-Executive (Independent and Non-Independent) Directors are
entitled to receive Sitting Fees forattending the Board/Audit Committee
Meetings.
Mr.Varadarajan Vanchi was re-appointed as the Managing Director of the
Company for one year from 14-11-2014 to 13-11-2015 at the Board Meeting
held on 11-11 -2014.His remuneration pursuant to Schedule V read with
Section 196 and otherapplicable provisions ofthe Companies Act, 2013
were recommended by the Nomination and Remuneration Committee pursuant
to Section 178 ofthe Companies Act,2013 at its meeting held on
11-11-2014.The said re-appointment and remuneration policy was approved
by the Board of Directors which is being ratified by the shareholders
at the ensuing Annual General Meeting.
The information pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is inclosed as Annexure - 2.
Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with properexplanation
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.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate Internal Financial Control System
commensurate with the size,scale and complexity of its operations.The
system encompasses the major processes to ensure reliability of
financial reporting,compliance with
policies,procedures,laws,regulations,safeguarding assets and economic
and efficient use of resources.
The policies and procedures adopted by the Company ensures the orderly
and efficient conduct of business and adherence to the Company's
policies,prevention and detection offrauds and errors,accuracy and
completeness ofthe records and timely preparation of reliable financial
information.
The Company has appointed M/s.Jain,Binod & Associates,Chartered
Accountants as the Internal Auditor of the Company. The Company has
implemented Tally ERP 9 solution which further reinforces the
Management Information System(MIS).
Statutory Auditors, their Report and Notes to Financial Statements
In the last AGM held on 10th September,2014, M/s. Rakesh Sethia & Co.,
Chartered Accountants have been appointed Statutory Auditors of the
Company for a period of 3 (three) years. The ratification of the
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuing Annual General Meeting. The Statutory
Auditor has confirmed his eligibility under Section 141 of the
Companies Act,2013 and the Rules framed thereunder for re-appointment
as Auditors of the Company. Further, the report of the Statutory
Auditors alongwith notes to Schedules is enclosed to this report. The
Directors are of the view that notes to the Accounts adequately provide
the necessary information and answers to the observations of the
Auditors in their Report..
Secretarial Audit
In pursuance of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 made there under, the Company has appointed M/s. Sunil Kumar
Banerjee, Practicing Company Secretary to undertake Secretarial Audit
of the Company. The report of the Secretarial Auditor is enclosed as
Annexure - 3 in MR-3 to this report. The report adequately provides the
necessary information with certain observations.
Related party transactions
All the Related Party transactions pursuant to Section 188 of the
Companies Act,2013 that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business.There are no materially significant related party transactions
made by the Company with Promoters,Directors,Key Managerial Personnel
(KMP) which may have a potential conflict with the Company at large.
All the Related Party transactions are placed before the Audit
Committee as also the Board for their approval.
Human Resources
The Company has recognized thatgood human resource development is
essential forthe success,growth and improvement of the Company.Human
relations in the Company continued to be cordial and satisfactory.
Statement containing salientfeatures offinancial statements
ofsubsidiaries
Pursuant to sub-section (3) of Section 129 of the Act, the Company does
not have any subsidiary companies.
Business Risk Management Policy / Risk Mitigation
In terms of the requirement of the Act, the Company has developed and
implemented the Business Risk Management Policy and the Audit Committee
of the Board reviews the same periodically like interest
risk,technological obsolesence etc.,
Significant and material orders passed by the regulators
During the year under review,the Compounding of Offences under Section
621Aof the erstwhile Companies Act,1956 foralleged violation ofthe
Sections 209, 217(3), 211(1) & (2) & 211(3A) ofthe said Act in respect
of the scrutiny of the Annual Audited Accounts for the Financial Years
ended 31st March, 2010, 31st March, 2011 and 31st March, 2012 have been
settled by The Company Law Board (CLB), Kolkata Bench, Kolkata vide
their Order dated 23/05/2014 imposed compounding fees towards its
Managing Director and otherNon-Executive Directorsviz., Mr.Sandeep
KumarJalan, Mr. Madhusudan Sen, Mr. Amresh Kumar Jain including
erstwhile Directors Mr. Manmohan Singh, Mr. C.R. Paul, Late Mr.
A.D.Nanaiya ofthe Company. The Compounding fees were duly paid. Hence,
the said order does not impact the going concern status and company's
operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Statement Pursuant to the Provisions of Sec.134(3)(m) of the Companies
Act, 2013 Read with Rule 8 of The Companies (Accounts) Rules,2014 is
given below:-
A. ConservationofEnergy:- NOT APPLICABLE
B. Technology Absorption:- NOT APPLICABLE
C. Foreign Exchange Earnings & Outgo
a) Foreign Exchange Earnings : Nil
b) Total Foreign exchange used :
During the year, the Company has incurred expenditure in foreign
exchange comprising of ^86,911/- on CIF value of imports.
PARTICULARS OF EMPLOYEES
Industrial relations in the Company continued to be cordial and
satisfactory.Pursuant to the provisions of Section Section 197 of the
Companies Act,2013 Read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014 is not applicable.
CORPORATE GOVERNANCE
Pursuant to the Sebi's Order No. CIR/CFD/POLICY CELL/7/2014 September
15, 2014, the Corporate Governance pursuant to Clause 49 of the Listing
Agreement, is not applicable to the Company for the year under review.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act,2013 and Rules made
thereunder,the Corporate Social Responsibility is not applicable to the
Company.
ACKNOWLEDGEMENTS
Your Directors acknowledge the recognition given and trust reposed in
your Company by the Depositors, Banks, Registrar of Companies, Reserve
Bank of India, Mumbai Stock Exchange and other Government Agencies and
record appreciation for their support and look forward to their
continued confidence in the Company. Your Directors also place on
record their appreciation for the valuable contribution and co-
operation of all categories of employees of the Company.
For and on behalf of the Board
Place: Kolkata SANDEEP KUMAR JALAN
Date : 28th July, 2015 CHAIRMAN
-DIN-00015836
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