The Directors present the Twenty Fifth Annual Report and Audited Accounts of the Company for the year ended March 31, 2019.
2018 - 2019 (Rs. in lacs)
2017 - 2018 (Rs. in lacs)
Profit before tax
Less: Tax Expense for the Year
Profit after tax
Profit brought forward from previous year
Amount available for appropriation
With a view to augment long term working capital requirement, your Directors did not recommend any dividend for the shareholders for the financial year 2018-19.
During the year under review, the company recoded the total revenue of Rs.9486.13 lacs against previous year Rs.8652.99 lacs; profit after tax stood at Rs.189.70 lacs for the year under review as compared to previous year of Rs.796.92 lacs.
EMPLOYEES STOCK OPTION & SHARE CAPITAL
Pursuant to Employees Stock Option Scheme 2017, the Company has allotted 7,13,440 equity shares during the year. Consequence to allotment of aforesaid shares Company''s paid-up share capital is increased to Rs. 14,78,69,472/- divided into 7,39,34,736 equity shares of Rs. 2/- each.
The scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.
Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as “Annexure A”.
The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors'' function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company''s subsidiaries i.e. LKP Wealth Advisory Limited in Form AOC 1 annexed as “Annexure B” in Annual Report.
The annual accounts of the aforesaid subsidiary and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office at 203 Embassy Centre, Nariman Point, Mumbai 400 021.
During the year under review, LKP Wealth Advisory Private Limited had been converted from Private Limited Company to Public Limited Company and consequently Company''s name changed to LKP Wealth Advisory Limited.
Mr. S S Gulati retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.
The Board of Directors appointed Mrs. Anjali Suresh (DIN 02545317) as an Additional Director with effect from 18th December, 2018 pursuant to section 161 of the Companies Act, 2013 as an Additional Independent Director holding office only up to the date of the ensuing Annual General Meeting.
In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 appointment of Mrs. Anjali Suresh as an Independent Director on the Board of the Company, requires approval of the Members of the Company.
The requisite resolutions for the appointment of Independent Directors are being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.
The information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the year four Board Meetings and 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.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2019 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. the Directors have 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 of the Company for that period;
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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The term of the existing Statutory Auditors M/s MGB & Co. LLP is coming to an end at the ensuing Annual General Meeting. The Board of Directors have recommended re-appointment of M/s MGB & Co. LLP to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the 26th Annual General Meeting. In terms of the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM.
The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their appointment.
Pursuant to 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 V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure C”.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure D”.
CORPORATE SOCIAL RESPONSIBILITY
The Company has attracted provisions as laid down in section 135 of the Companies Act, 2013 based on the Audited Financial Statement for the Financial Year 2017-18.
In order to comply with the provisions as laid down in section 135 of the Companies Act, 2013, the Company has contributed funds for the promotion of education and medical and environmental sustainability etc. The Contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as “Annexure E”.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The requisite details are given in Form AOC 2 is annexed herewith as “Annexure F”.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company''s website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Annexed as “Annexure G”.
The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments, affecting the financial position of the Company from end of the financial year upto the date of this Board''s Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by their Board of Directors.
The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.
Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co-operation and support.
For and on behalf of the Board of Directors
Place: Mumbai Pratik M. Doshi S.S.Gulati
Date: 2nd May, 2019 Managing Director Director