| Dear Members,
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. Financial Results
Amt in Rs.
For the year ended For the year ended
March 31, 2015 March 31, 2014
Revenue from Operations 1,427,001 19,778,656
Other Income 300 87,987
Total Revenue 1,427,301 19,866,643
Less: Expenses 81,905,114 76,678,355
Profit / (Loss) before tax (80,477,813) (56,811,712)
Less: Provision for tax
including deferred tax NIL NIL
Profit / (Loss) after tax (80,477,813) (56,811,712)
3. Dividend
The Directors do not recommend any dividend.
4. 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.
5. 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.
6. 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.
7. 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
8. 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.
9. Extract of Annual Return:
The details forming part of the extract of the annual return in Form
MGT-9 is enclosed in Annexure "A".
10. 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:
Board Meetings held during the Year
Sr. Dates on which the Board Total Strength No of Directors
No. Meetings were held of the Board Present
1. 9th May, 2014 3 2
2. 27th June, 2014 3 3
3. 8th August, 2014 3 3
4. 14th November, 2014 3 3
5. 13th February, 2015 3 3
6. 25th March, 2015 4 4
Attendance of Directors at Board Meetings and Annual General Meeting
Name of the Attendance at the Board Meetings held on
Director
09/05/14 27/06/14 08/08/14
Ashish D. Jaipuria Yes Yes Yes
Mrs. Kirti D. Jaipuria Yes Yes Yes
Om Prakash Agarwal Leave of Yes Yes
Absence
Samir Sanghai - - -
Name of the Attendance at the Board
Director Meetings held on AGM
held on
14/11/14 13/02/14 25/03/14 28/08/14
Ashish D. Jaipuria Yes Yes Yes
Mrs. Kirti D. Jaipuria Yes Yes Yes Yes
Om Prakash Agarwal Yes Yes Yes Leave of
Absence
Samir Sanghai - - Yes -
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
Management reply to the observation raised in the Secretarial Audit
Report is as under:
Sr
No Observation Reply
1. Non compliance under section Publication of notice of
91 of the Act with respect to book closure was
publication of notice of book inadvertently missed out by
closure in the newspaper. the Company
2. Delay in appointment of Internal Internal Auditor has been
Auditor under Section 138 of the appointed with effect
Act. from 25th March, 2015
and have submitted its
report to the Board
before the finalization of
accounts for the year ended
31st March, 2015
3. Non compliance under section 149 The Board has appointed
of the Act with respect to Independent Director on
appointment of Independent 25th March, 2015 subject
Director with in prescribed time to approval of members
limit.
4. Non Compliance under section 203 Considering the size and
of the Act with respect to the operations of the Company,
appointment of Company Secretary. the Company is unable to
find a suitable candidate
for appointment as Company
Secretary
5. Non Compliance under clause 30 The Company will ensure
with respect to the change in compliance with listing
the Board of Director of the agreement in future
company.
6. Non Compliance under Clause 41 The Company will ensure
with respect to publication of compliance with listing
financial results in the agreement in future
newspaper.
7. Net Owned Fund of the Company The accumulated losses of
is reduced below Rs. 2 Crores the Company are increasing
due to interest on borrowed
fund
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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 Kirti D Jaipuria
Managing Director Director
DIN No.00025537 DIN No.00025564
Place: Mumbai
Date: 29th June 2015
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