The Directors have pleasure in presenting the Eighth Annual Report on the business andoperations of the Company and Audited Financial Statements for the year ended 31st March2017.
1. Financial Highlights (on stand-alone basis)
| || ||(Rs. in Million) |
| ||2016-17 ||2015-16 |
|Revenue from Operations : || ||5.352 |
|Other Income : ||142.324 ||402.096 |
|Total Revenue : ||142.324 ||407.448 |
|Total Expenditure : ||21.039 ||20.839 |
|Profit before Exceptional Items and Tax : ||121.285 ||386.609 |
|Exceptional Items : ||(1.485) ||(122.516) |
|Profit before Tax : ||119.800 ||264.093 |
|Tax (Expenses) / Savings : ||0.075 ||(0.113) |
|Profit after Tax : ||119.875 ||263.980 |
2. Dividend & Reserves
The Directors have decided to consolidate Company's finances during the current year.As a result the Directors do not recommend any Dividend on Equity Shares for thefinancial year ended 31st March 2017.
During the year under review it is proposed to transfer Rs. 23.975 Million to ReserveFund (Under Section 45IC(1) of the Reserve Bank of India Act 1934). An amount of Rs.3473.673 Million is proposed to be retained as Surplus in the Statement of Profit andLoss.
3. Management Discussion and Analysis Report
Management Discussion and Analysis Report (MD&A) for the year under review asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presented as a part of the Corporate Governance Report.
4. Corporate Governance
The Report on Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section formingpart of the Annual Report.
A certificate from Statutory Auditor of the Company Mr.P.V. Deo Chartered AccountantPune confirming compliance with conditions of Corporate Governance as stipulated underthe aforesaid Regulations is attached to Report on Corporate Governance.
5. Fixed Deposits
The Company has not accepted any deposits from the public during the year.
In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mrs.Deeksha A. Kalyani Director of the Company is retiring by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
The said re-appointment forms part of the Notice of Annual General Meeting and theResolution is recommended for your approval. Profile of Mrs.Deeksha A. Kalyani is givenin the Report on Corporate Governance.
The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
6.1 Board Evaluation
Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees.
6.2 Board Diversity and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Board Diversity and Remuneration Policy is available on the website ofthe Company. (Web-link :http://www.kalyani-investment.com/corporate-social-responsibility-csr/board-diversity-remuneration/)
6.3 Meetings of the Board
During the Financial Year 2016-17 six Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report.
7. Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that :
i) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and that there are no materialdepartures;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and of the profitof the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors have prepared the annual accounts for the year ended 31st March2017 on a 'going concern' basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
8. Conservation of energy technology absorption and foreign exchange earnings& outgo
Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing has no foreign collaboration and has not exported or importedany goods or services.
9. Corporate Social Responsibility
As a part of its initiatives under "Corporate Social Responsibility (CSR)"the Company has undertaken various activities in the areas of education. These activitiesare carried out in terms of Section 135 read with Schedule VII of the Companies Act 2013and Companies (Corporate Social Responsibility Policy) Rules 2014.
The details of CSR Activities undertaken by the Company are annexed herewith asAnnexure "A". The CSR Policy is available on Company's website. (Web-link :http://www.kalyani-investment.com/corporate-social-responsibility-csr/)
10. Related Party Transactions
During the year under review the Company has not entered into any related partytransactions with related parties in terms of sub-section (1) of Section 188 of theCompanies Act 2013. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. (Web-link : http://www.kalyani-investment.com/corporate-social-responsibility-csr/related-party-transaction/)
11. Risk Management
The Company recognises that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action. Risks were discussed at the meetings of theAudit Committee and the Board of Directors of the Company.
12. Statutory Auditor and Auditor's Report
As per the provisions of Section 139 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 the term of Mr.P.V. Deo Chartered Accountant Pune(Membership No.41609) as the Statutory Auditor of the Company expires at the conclusion ofthe ensuing Annual General Meeting of the Company.
The Board of Directors places on record its appreciation for the services rendered byMr.P.V. Deo as Statutory Auditor of the Company.
In view of the mandatory requirement of rotation of Auditors the Board of Directors ofthe Company on the recommendation of the Audit Committee have proposed the appointment ofM/s. P. G. Bhagwat Chartered Accountants Pune (Firm Registration No.101118W) asStatutory Auditors of the Company to hold office for the period of five years i.e. fromthe conclusion of ensuing Annual General Meeting till the conclusion of Thirteenth AnnualGeneral Meeting of the Company to be held in 2022 (subject to ratification of appointmentat every Annual General Meeting).
The Company has received letter from M/s. P. G. Bhagwat Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified forappointment.
The Directors recommend appointment of M/s. P. G. Bhagwat Chartered Accountants asStatutory Auditors from the conclusion of ensuing Annual General Meeting till theconclusion of the Thirteenth Annual General Meeting to be held in 2022.
The Notes on Financial Statements referred to in the Auditor's Report areself-explanatory and hence do not call for any further comments. The Auditor's Report doesnot contain any qualification reservation adverse remark or disclaimer.
13. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act 2013 the Board hadappointed M/s SVD & Associates Company Secretaries Pune to undertake SecretarialAudit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for theFinancial Year ended 31st March 2017 is annexed herewith as Annexure "B". TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
14. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended has been provided in Annexure "C".
15. Extract of the Annual Return
An extract of the Annual Return of the Company pursuant to the Section 92(3) of theCompanies Act 2013 in Form MGT-9 is annexed hereto as Annexure "D".
16. Whistle Blower Policy
The Company has vigil mechanism named 'Whistle Blower Policy' wherein the employees /directors can report the instances of unethical behavior actual or suspected fraud or anyviolation of the Code of Conduct and / or laws applicable to the Company and seekredressal. This mechanism provides appropriate protection to the genuine Whistle Blowerwho avail of the mechanism. During the year under review the Company has not received anycomplaint under the said mechanism. The 'Whistle Blower Policy' as approved by the Boardis uploaded on the Company's website. (Web-link :http://www.kalyani-investment.com/corporate-social-responsibility-csr/whistle-blower/)
17. Particulars of Loans Guarantees or Investments
Particulars of Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.
18. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to theFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed in the design or implementation.
19. Material Changes and Commitments if any affecting Financial Position of theCompany
There are no adverse material changes or commitments occurring after 31st March 2017which may affect the financial position of the Company or may require disclosure.
20. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
21. Familiarisation Programme
The details of programmes for familiarisation of Independent Directors with the Companyare put up on website of the Company. (Web-link :http://www.kalyani-investment.com/board-of-directors/)
22. Names of companies which have become / ceased to be Subsidiaries Joint Ventures orAssociate Companies during the year
The Company does not have any Subsidiary / Joint Venture.
A statement containing the salient features of the financial statement of the AssociateCompanies in the prescribed format AOC-1 is annexed hereto as Annexure "E".
23. Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129 of the Companies Act2013 are attached to the Standalone Financial Statements of the Company.
The Directors take this opportunity to express their deep gratitude for the continuedco-operation and support received from valued shareholders.
| ||For and on behalf of the Board of Directors |
|Place : Pune ||Amit B. Kalyani |
|Date : 25th May 2017 ||Chairman |