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Benares Hotels Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1129.17 Cr. P/BV 11.32 Book Value (Rs.) 767.50
52 Week High/Low (Rs.) 10051/3100 FV/ML 10/1 P/E(X) 48.30
Bookclosure 25/08/2023 EPS (Rs.) 179.85 Div Yield (%) 0.23
Year End :2018-03 

BOARD’S REPORT TO THE MEMBERS

The Directors hereby present the Forty Seventh Annual Report of the Company together with the Financial Statement (Audited Statements of Account) for the year ended 31stMarch, 2018.

OPERATING AND FINANCIAL RESULTS

(Rs. Lakhs)

(Rs. Lakhs)

2017-18

2016-17

Income .......................................................................................

... 4827.52

5113.62

Gross Profit for the year ...............................................................

... 1214.49

1538.19

Less: Depreciation ......................................................................

... 417.31

464.85

Less: Interest................................................................................

... 12.32

-

Profit before tax ...........................................................................

... 784.85

1073.34

Less: Provision for Tax:

- Current Tax ........................................................................

... 301.30

491.77

- Deferred Tax ......................................................................

... (157.00)

(100.12)

- Provision oftax ofearlier years ( Net ) .................................

... (7.74)

-

Profits after Taxes ........................................................................

... 648.29

681.69

Add: Other Comprehensive Income (Net of Taxes)

1.07

(16.61)

Total Comprehensive Income

649.36

665.08

Add: Balance brought forward from previous year

3818.17

3466.03

Balance available for appropriations

4467.54

4131.11

Less: Dividend Paid

195.00

260.00

Less: Tax on Dividend

39.70

52.93

Less: Amount transferred to General Reserve

-

-

Balance Carried forward

4232.84

3818.17

OPERATIONS

During the year, the Revenue from Operations dropped by 4.3% as compared to previous year as 55 rooms at The Gateway Hotel, Varanasi were not available due to renovation for part of the year. F&B revenues were almost at par with previous year, though the room revenues decreased by 6% as compared with previous year.

While Nadesar Palace has improved its performance, owing to decrease in Room revenue at The Gateway Hotel, Varanasi and the margins coming under pressure in The Gateway Hotel, Gondia coupled with the drop in Interest income on account of utilization of funds for the renovation projects of Rooms and construction of new banquet hall, the Gross Operating Profit (EBIDTA) for the year was at Rs.1214.49 Lakhs as against Rs. 1538.19 Lakhs in the previous year.

Accelerated depreciation amounting to Rs. 118.90 Lakhs (PYRs. 187.04 Lakhs) in accordance with provisions of schedule II of the Companies Act, 2013 have been charged during the year. Consequently, the profit before tax was at Rs. 784.85 Lakhs, i.e. 26.88% lower than previous year.

A new banquet hall at The Gateway Hotel, Varanasi has been commissioned and renovation of 55 rooms has also been completed which would help the Company to improve its performance in the coming years.

DIVIDEND

Keeping in view of the performance of the Company, your Directors recommend the payment of dividend @ 150% (previous year dividend @ 150%) per equity share involving distribution of Rs. 195 Lakhs.

PARTICULARS OF EMPLOYEES

The Company had no employees during the year who were in receipt of remuneration aggregating to:

(a) Not less than Rs. 102.00 Lakhs for the year, if employed throughout the financial year, or

(b) Not less than Rs. 8.50 Lakhs per month, if employed for part of the financial year.

DIRECTORS

During the year under report, the office of Mr. B.L. Passi, Director fell vacant w.e.f. July 21, 2017, pursuant to Section 167 of the Companies Act, 2013 and Mr. Rakesh Sarna, Director resigned from the Directorship of the Company w.e.f. September 30, 2017. The Directors place on record their appreciation of the services rendered by Mr. Passi and Mr. Sarna during their tenure as Director ofthe Company.

In accordance with Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 (SEBI Listing Regulation), Mr. Giridhar Sanjeevi (DIN-06648008) and Mr. Puneet Chhatwal (DIN-07624616) were appointed as Additional Directors of the Company with effect from January 25, 2018 and May 10, 2018 respectively on the recommendation of the Nomination & Remuneration Committee. Mr. Sanjeevi has since resigned as a Director w.e.f. May 16, 2018 from the Directorship of the Company In terms of Section 161 of the Companies Act, 2013 and Article 122 of the Articles of Association of the Company, Mr. Puneet Chhatwal holds office up to the date of the Annual General Meeting of the Company It is proposed to appoint Mr. Chhatwal as a Director of the Company at the ensuing Annual General Meeting. The Board of Directors commends the appointment of Mr. Chhatwal as a Director of the Company.

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Dr. Anant Narain Singh (DIN 00114728) Director of the Company is liable to retire by rotation and being eligible seeks reappointment.

KEY MANAGERIAL PERSONNEL

During the year under report, Mr. Ravi Sharma, Chief Financial Officer (CFO) resigned w.e.f.July 16, 2017. He was replaced by Mr. Sopan Kedia as CFO of the Company w.e.f. July 24, 2017. Mr. Ashwani Anand, Chief Executive Officer (CEO) resigned w.e.f. May 3, 2018. He was replaced by Mr. Vijay Partap Shrikent as CEO of the Company w.e.f. May 10,2018.

In terms of Section 203 of Companies Act, 2013, your Company has Mr. Vijay Partap Shrikent as the Chief Executive Officer (CEO), Mr. Sopan Kedia as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel ofthe Company.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company

HOLDING COMPANY

The Indian Hotels Company Limited (IHCL) is the Ultimate Holding Company of the Company

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Company held 4 (four) Board Meetings during the financial year under report.

AUDIT COMMITTEE AND VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee with Mr. Shriraman, Mr. Moiz Miyajiwala, Mrs. Rukmani Devi and Mr. Rohit Khosla as its members. During the year under report, Mr. B.L. Passi and Mr. Giridhar Sanjeevi ceased to be the members of the Audit Committee consequent to the vacation of office and resignation from the Directorship of the Company respectively.

Your Company has a policy on Vigil Mechanism/ Whistle blower Policy to provide a formal mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of your Company’s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel has been denied access to the Chairman of the Audit Committee. The provisions of the policy are in line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI listing Regulations. The Whistle Blower Policy can be accessed on your Company’s website: https://www.benareshotels limited.com/content/dam/thrp/benareshotelslimited/ documents/policies/Whistle_Blower.pdf

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Companies Act, 2013 (the Act), your Company has the Corporate Social Responsibility Committee (CSR) Committee of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Rohit Khosla as the members of the Committee. The brief outline of the CSR Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in “Annexure 2'' of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of your Company: https://www.benareshotelslimited.com/content/dam /thrp/benareshotelslimited/documents/policies/CSR %20POLICY.pdf.

NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178(1) of the Companies Act, 2013 (the Act), the Company has a Nomination and Remuneration Committee (NRC) of the Board with Dr. Anant Narain Singh, Mrs. Rukmani Devi and Mr. Shriraman as the members of the Committee. Mr. Giridhar Sanjeevi ceased to be a member of the Nomination & Remuneration Committee consequent to the resignation from the Directorship of the Company. The Committee met four times during the year on 8th May, 2017, 24th July, 2017, 25 th January, 2018 and 28 th March, 2018.

In terms of the requirement of section 178(3) and SEBI Listing Regulations, the Company has a policy relating to the remuneration for the directors, KMPs and other employees. The key features of the said policy are:

- Overall remuneration (sitting fees and Commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company;

- Overall remuneration practices should be consistent with recognized best practices

- Within the parameters prescribed under the law, the payment of sitting fees and commission will be recommended by NRC and approved by the Board.

- The aggregate commission payable to the Directors will be recommended by NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

- The quantum ofcommission for each director shall be recommended by NRC to the Board based upon the outcome of the evaluation process drive by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by the Directors other than in meetings.

INTERNAL COMPLAINTS COMMITTEE

The Company has an 'Internal Complaints Committee' under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the prevention and redressal of complaints of sexual harassment and for the matters concerned, connected or incidental thereto. No case was reported during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act, 2013 (the Act), the Independent Directors have given a declaration that they meet the criteria of independence as per Section 149(6) of the Act.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In addition to the Corporate Governance Guidelines discussed and adopted by the Board which, inter alia, included the role, rights and responsibilities of independent directors, the Company has an appropriate ongoing familiarization programme, with respect to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of the familiarization programme are disclosed on the Company’s website: https: //www. benareshotelslimited. com/content/dam /thrp/benareshotelslimited/documents/policies/Fami liarization%20Programme%20-%20BHL.pdf

LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186

The Company has not given any loans or guarantees nor has made any investments under Section 186 of the Act during the year under review.

BORROWING

During the year under report, the Company has borrowed a sum of Rs. 500.00 Lakhs as a short term Inter Corporate Deposit from a body corporate.

SECRETARIALAUDIT REPORT

In terms of Section 204(1) of the Companies Act, 2013, M/s A K Bhayana & Associates, Company Secretaries, were appointed by the Company as the Secretarial Auditor. The secretarial audit report as obtained from them is attached to this Report as Annexure 3. The report does not contain any qualifications, reservation or adverse remarks.

ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 4 to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under report were at arm's length basis and in the ordinary course of business.

The Company has developed a Related Party Transactions Framework under the Policy on Related Party Transactions, which policy is also available at Company’s website: https://www.benareshotels limited.com/content/dam/thrp/benareshotelslimited/ documents/policies/RPT.pdf, for the purpose of identification and monitoring of such transactions. Prior omnibus approval of the Board is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all the related party transactions is placed before the Audit Committee for its approval on a quarterly basis.

Other than transactions entered into in the normal course ofbusiness, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the company and its promoters, Directors, Management and/or relatives save and except that the transaction with The Indian Hotels Co. Ltd., the ultimate holding company during the year exceeded 10% of the annual gross turnover of the Company for the previous year, the approval for which was taken from the shareholders by way of a special resolution at the AGM held on August 21, 2015.

CORPORATE GOVERNANCE

As required by SEBI Listing Regulations, the report for the year 2017-18 on Management Discussion and Analysis, Corporate Governance as well as the Auditors' Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

RISK MANAGEMENT POLICY

Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Company's competitive advantage. The risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

Existing control measures are evaluated against Critical Success Factors (CSFs) and Key Performance Indicators (KPIs) identified for those specific controls. Guiding principles to determine the risk consequence (impact), probability of occurrence (likelihood factor) and mitigation plan effectiveness have been set out in Risk Register.

The Key business risks identified by the Company and its mitigation plans are as under:

Strategy Risks: Risk of erosion of market dominance by losing market share, which originates from the choices we make on markets, resources and delivery models that can potentially impact our competitive advantage in the medium and long term. Loss of F&B attractiveness on account of pricing/ design/ competition.

Industry and Economic Risks: High dependence on US, Europe and East Asian markets for foreign tourists arrival. The economic situation in these parts of the world has a potential impact on the entire tourism industry. Risks arising from the development in the regulatory environment that could impact the Hotel/Tourism Industry. Risks due to geographic concentration of business, primarily in the city of Varanasi.

Operational Risks: High dependence on several technology platforms & systems to operate business both Internal & External. Cost overruns/delays in completion of projects. Loss of critical/sensitive data due to leakage/loss/hacking. Increase in fixed cost elements beyond entity control. Highly litigious nature of the industry/adverse consequences of litigation against the Company. non-renewal of key licenses and NOCs.

Safety and Security Risks: Risks arising from factors such as Fire, Accidents, Electricity mishaps, etc. Business interruption on account of natural calamities/ act of God/riots & strikes/political instability and terrorism.

Resources: Risks arising from sub-optimal succession planning and retention of talent pool. Inappropriate utilization of financial capital, talent and infrastructure.

KEY RISK MANAGEMENT PRACTICES

Risk Identification and Impact Assessment: Risk assessment enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures and included in the risk register. Apart from risk register, internal audit findings also provide input for risk identification and assessment, which is carried out on an annual basis across all functions.

Operational risks are assessed primarily on three dimensions, namely strength of underlying controls, compliance to policies and business procedure effectiveness.

Risk reporting and Disclosure: Risks to the achievement of key business objectives, trend line of risk level, impact and mitigation actions are reported risk level, impact and mitigation action are reported and discussed. The escalation ofrisk information is timely, accurate and gives complete coverage of the key risks to support management decision making at all levels.

Risk Mitigation and Monitoring: Each Manager creates a risk mitigation plan by employing an effective system of internal controls & checks and balances to mitigate the risks in the most effective manner, including designating responsibilities and providing for upward and onward communication of any significant issues that may merit attention or escalation. All employees actively engage in risk management within their own areas ofresponsibility.

Integration with Strategy and Business Planning:

Identified risks to the business objectives in the near term, medium term and long term are used as one of the key inputs for the development of strategy and annual business plan. Key strategic initiatives are identified to mitigate specific risk.

STAUTORY AUDITORS

PKF Sridhar & Santhanam LLP, Chartered Accountants (Registration No. 003990S/ S200018) the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The report of the Statutory Auditors along with the Notes to Schedules is enclosed to this Report and does not contain any qualifications, reservations or adverse remark or disclaimer.

The Board has recommended the appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Registration No. 003990S/S200018), as the Statutory Auditors of the Company, for a term of five consecutive years, from the conclusion of this AGM till the conclusion of the 52nd AGM of the Company to be held in the year 2023, for approval of the Members.

CONSERVATION OF ENERGY

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The Company has implemented following energy conservation initiatives at the hotel:

- Replacement of old chiller plants with energy saving advance chiller plants including pumps & cooling towers.

- Replacement of cold rooms in kitchen, which are energy efficient.

- Installation of FCU and LED lights in renovated rooms with higher efficiency.

- Installation of LED lights in back office area in place of CFL.

TECHNOLOGYABSORPTION

The activities of the Company do not involve the absorption of technology as envisaged to be furnished pursuant to The Companies (Accounts) Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of the provisions of Section 134(3)(f)(m) of the Companies Act, 2013, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished below:-a) Value of Imports

31st March

31st March

2018

2017

Rs. Lakhs

Rs. Lakhs

Stores, Supplies and Spare Parts

8.04

6.39

for Machinery

Value of Imports

240.07

35.92

(CIF) Capital Imports

b) Expenditure in Foreign Currency

Professional and Consultancy Fees

11.73

16.24

Other Expenditure in Foreign Currency

22.48

48.98

c) Earnings in Foreign Currency

Earnings in Foreign Exchange

726.57

999.27

DIRECTORS' EVALUATION

The Board of Directors has made the annual evaluation of its own performance and that of its committees and individual directors based on the review conducted by the Nomination & Remuneration Committee by assessing the questionnaires furnished by the directors/members of various committees in respect of their self-assessment as well as the assessment of the Board/Committees followed by the discussions with the directors/ members of the Committees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee ofthe Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial control and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditor and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best oftheir knowledge and ability, confirms that:

a). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b). 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 as at March 31, 2018 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 on a going concern basis;

e). The Directors have laid down internal financial controls to be followed by Company and that such internal financial controls are adequate and were operating effectively; and

f). 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.

ACKNOWLEDGEMENTS

The Board desires to place on record its appreciation of the services rendered by the employees of the Company during the year under review.

On behalf of the Board of Directors

Dr. Anant Narain Singh

Chairman

Place : New Delhi

Date : 25th May, 2018


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