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Kaarya Facilities & Services Ltd.

BSE: 540756 Sector: Others
NSE: N.A. ISIN Code: INE282Y01016
BSE 00:00 | 03 Jan Kaarya Facilities & Services Ltd
NSE 05:30 | 01 Jan Kaarya Facilities & Services Ltd
OPEN 11.42
PREVIOUS CLOSE 11.42
VOLUME 6000
52-Week high 20.00
52-Week low 9.53
P/E 571.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.42
CLOSE 11.42
VOLUME 6000
52-Week high 20.00
52-Week low 9.53
P/E 571.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaarya Facilities & Services Ltd. (KAARYAFACILIT) - Director Report

Company director report

To The Members

Your Directors have a great pleasure in presenting the 13 Annual Report of the Companyand Audited Statement of Accounts and the State of Affairs of the Company for theFinancial Year ended on 31st March 2022.

FINANCIAL RESULTS:

The Company Financial Performance for the Financial Year ended on 31st March 2022under review along with previous year figures are given hereunder:

(Rs. in Thousand)

Particulars Financial Year 2021-22 Financial Year 2020-21
Revenue from operations 201889 175051
Other Income 1266 967
Total Income 203156 176017
Expenditure (excluding depreciation) 192823 163194
Depreciation 10090 10660
Total Expenditure 202913 173854
Profit / (Loss) before Tax 242 2163
Current Tax 218.53 561
Deferred Tax (157.59) (16)
Profit/ (Loss) after tax 181 1619
Earnings per share (Basic) 0.04 0.35
Earnings per share (Diluted) 0.04 0.35

OPERATIONS:

The Net Profit for the current Financial Year under review amount to Rs. 181000/- ascompared to Net profit for the previous financial year of Rs. 1619000/-.

DIVIDEND:

The Directors have not declared dividend for the year under review.

TRANSFER TO RESERVES:

The Company has transferred net profit after tax of Rs. 181184/- to reserves.

SHARE CAPITAL AND CHANGES THEREIN

During the year under review there has been no changes in share capital of theCompany.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany. DIRECTOR'S AND KEY MANAGERIAL PERSONNEL: As on 31st March 2022 your Boardcomprised of the following Directors:

Name of the Director DIN Designation
Mr. Vineet Pandey 00687215 Joint Managing Director
Mr. Vishal Panchal 00687445 Chairman and Joint Managing Director
Ms. Smriti Davinder Chhabra 07894310 Independent Director
Mr. Hardik Dave 07917226 Independent Director
Mr. Sagar Arole 07438351 Independent Director

During the year under review the below mentioned changes took place

During the financial year Mr. Gaurang Shah Independent Director resigned on 27%December 2021 and Mr. Hardik Dave was appointed as Independent Director on 31st December2021.

None of Directors are disqualified as Directors of the Company as per the disclosurereceived from them pursuant to Section 164(2) of the Companies Act 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review declarations were received from all IndependentDirectors of the Company that they satisfy the “criteria of Independence” asdefined under Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of theCompanies Act 2013 read with the Schedules and Rules made thereunder.

DETAILS OF REMUNERATION TO DIRECTORS:

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXURE- I

PARTICULARS OF EMPLOYEES:

There are no such employees drawing salary as specified under provisions of Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended on 31st March 2022 the Board of Directors of yourCompany have met 7 (Seven) times viz. 14/06/2021 30/06/2021 07/09/2021 13/11/202131/12/2021 01/01/2022 31/03/2022. For further details please refer Report on CorporateGovernance of this Annual Report.

MEETING OF THE COMMITTEES

During the year under review Audit Committee meeting was held on 30/06/202107/09/2021 13/11/2021 and 31/03/2022.

Nomination and remuneration committee Meeting was held on 14/06/2021 07/09/2021 and31/12/2021.

Stakeholders Relationship Committee meeting was held on 13/11/2021 and 31/03/2022.

Independent Director meeting was held on 31/12/2021

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2022 the Board of Directors to the best oftheir knowledge and ability confirm/ state that:

a) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;

b) 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 March 31 2022 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF COMMITTEES OF THE BOARD OF THE DIRECTORS

Composition of Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee number of meetings held of each Committee during the financialyear 2021- 2022 and meetings attended by each member of the Committee as required underthe Companies Act 2013 are provided in Corporate Governance Report forming part of thisreport.

The Recommendation by the Audit Committee as and when made to the Board has beenaccepted by it.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL PERIOD:

There have been no Material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of financial year of theCompany to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the Financial Year under review there has been no such significant and materialorder passed by the regulators/courts/tribunals impacting the going concern status andcompany's operations in future.

DETAILS OF SUBSIDIARIES COMPANY JOINT VENTURES AND ASSOCIATES COMPANY:

The Company does not have any Wholly Owned Subsidiary Subsidiaries Joint Ventures andAssociates Company.

EXTRACTS OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is provided on the website and annexed as ANNEXUREII of the Company www.kaarya.co.in .

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has framed Whistle Blower Policy to deal with instances of fraud andmismanagement if any in compliance with the provisions of Section 177(10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations. The details of thepolicy are given in Corporate Governance Report and policy is available on the Company'swebsite www.kaarya.co.in

BUSINESS RISK MANAGEMENT

Your Company has approved Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. For each of the risks identified correspondingcontrols are assessed and policies and procedure are put in place for monitoringmitigating and reporting risk on a periodic basis.

NOMINATION AND REMUNERATION POLICY

As required under Section 178 of the Companies Act 2013 the Board of Directors hasapproved the Nomination and Remuneration Policy which lays down a framework in relationto remuneration of Directors Key Managerial Personnel and Senior Management of theCompany. This policy also lays down criteria for determining qualifications positiveattributes independence of Directors and other matters provided under sub-section (3) ofSection 178 of the Companies Act 2013. Gist of this policy are given in ANNEXURE - III tothis report. The detailed policy is available on the Company's website www. kaarya.co.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. Complaint Redressal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The policy is available on the Company's websitewww.kaarya.co.in.

The following is summary of sexual harassment complaints received and disposed offduring the calendar year:

No. of complaints received NIL
No. of complaints disposed off NIL

AUDITORS

STATUTORY AUDITOR

M/s. Aniket Kulkarni & Associates Chartered Accountants (FRN 130521W) Mumbaicarried out the Statutory Audit of the company. The Statutory Audit report is appended.

The Auditors' Report on the Financial Statements of the Company for the financial yearended March 31 2022 is issued with unmodified opinion.

Further due to Completion of term of M/s Aniket Kulkarni and Associates CharteredAccountant . The Board have proposed M/s Shetty Naik & associates for Statutory Auditfor FY 2022-2023 . Further as required under Regulation 33(d) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 your Company appointed M/s SARK& Associates Practising Company Secretaries to conduct the Secretarial Audit of yourCompany.

The Secretarial Audit Report is enclosed as ANNEXURE IV to this report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory as well as Internal Auditors. Significant Auditobservations and follow up actions thereon are reported to the Audit Comunittee.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public within the purview of Chapter Vof the Companies Act 2013 during the year under review and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements forms partof this report.

RELATED PARTY TRANSACTION

The Company has entered into Related Party Transaction during the financial year wereon Arm's length basis and in ordinary course of business. Particulars of related partytransaction entered during the year as per Section 188(1) of the Companies Act 2013 inthe prescribed form AOC-2 is annexed to Directors report as ANNEXURE - V.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors of the Company has carried out annual evaluation of its ownperformance its Committees and individual directors the Board as a whole and that ofChairman after taking into consideration of the various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking in to account the views of Executive Director and Non-executiveDirectors performance evaluation of Independent Directors being evaluated.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energyconsumption levels. Nevertheless the Company makes all efforts to conserve and optimizethe use of energy by using energy - efficient infrastructure computers and equipmentswith latest technologies.

b) Technology Absorption and Research and Development

The Company's research and development focus is on developing new frameworks processesand methodologies to improve the speed and quality of service delivery.

c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under: Earning NIL lacsExpenditure NIL lacs Corporate Social Responsibility (CSR) CSR provisions are notapplicable for the Company.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A separate section on Corporate Governance along with the Management Discussion &Analysis forming part of Directors' Report and certificate from the company secretary inwhole time practice regarding compliance of conditions of Corporate Governance stipulatedas per Part B and C of Schedule V of the Listing Regulations is annexed to and forms partof the Director's Report.

Pursuant to the provisions of the Listing Regulations your Company has taken adequatesteps to ensure that all mandatory provisions of Corporate Governance as prescribed underthe Listing Regulations are complied with.

ACKNOWLEDGEMENTS

Your Directors wish to thank all Employees Bankers Investors Business AssociatesAdvisors etc. for their continued support during the year.

For and on behalf of the Board of Directors

SD/- SD/-
Vineet Pandey Vishal Panchal
Joint Managing Director Chairman and Managing Director
DIN: 00687215 DIN : 00687445
Date: 06/09/2022
Place: Mumbai

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