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Kalpa Commercial Ltd.
|BSE: 539014||Sector: Others|
|NSE: N.A.||ISIN Code: INE059Q01014|
|BSE 00:00 | 17 Jul||2.78||
|NSE 05:30 | 01 Jan||Kalpa Commercial Ltd|
Kalpa Commercial Ltd. (KALPACOMMER) - Director Report
Company director report
Directors of the company are pleased to present the Annual Report on the business andoperation of the Company along with Audited Accounts for the financial year ended 31stMarch 2017
(Rs. In Lacs)
During the year under review your company has generated Rs. 526.91 Lakhs revenue fromoperations as compared to Rs. 464.08 Lakhs in financial year 2015-16. In the Year2016-2017 the company performed very well in current financial year board of Directorsindividually and collectively committed to maintain the same pace of growth in the profitsof company in near future.
The issued subscribed and paid up capital of the Company is Rs 102500000 (Rupees TenCrore Twenty Five Lakhs) divided into 102500 00 (One Crore Two Lacs Fifty Thousands)equity shares of Rs 10 each. There has been no change in the share capital of the Companyduring the year.
In view of the inadequate profits and requirement of the funds for expansion and growthplans The Board of Directors does not recommend any Dividend.
TRANSFER TO RESERVES
The profits transferred and other additions to reserves are as follows:
Amount in Rs.
The Members of the Company had at its Annual General Meeting held on 30thSeptember 2015 approved the appointment of M/s. Sudhir Agarwal & Associates CharteredAccountants having registration No. 509930C as the Statutory Auditor of the Company tillthe conclusion of ensuing Annual General Meeting (AGM). However the said Auditors resignedw.e.f. 07.08.2017. The said Auditors have furnished resignation letter to the company.
On the recommendation made by Audit committee to board of directors the boardrecommended appointed M/s Amit Manoj & Co. Chartered Accountants Firm RegistrationNo. 009905N on 07.08.2017 as the Statutory Auditors of the Company till the conclusion ofnext five Annual General Meetings of the company to be held till 2022.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.
The Auditors' report on the financial statement for the financial year 2016-17 is selfexplanatory. Auditors report is attached herewith Annual Report.
The Board of Directors has appointed N S & ASSOCIATES to conduct Secretarial Auditunder the provisions of Section 204 of the Companies Act 2013 for the financial year2016-17. The Secretarial Audit Report is annexed herewith and marked as Annexure III tothis Report.
CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act 2013 and subject torule 8 of (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors appointed Mr. Saurabh Jain Chief Financial Officer of the company but due toresignation of Mr. Saurabh Jain board of directors appointed Mr. Tejas AbhirambhaiNathwani as chief financial officer of the Company.
CORPORATE GOVERNANCE REPORT
The directors of the company are committed to adopt best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. The report on Corporate Governance and thecertificate from the Statutory Auditors regarding compliance with the conditions ofCorporate Governance have been furnished in the Annual Report and form a part of theAnnual Report in Annexure I to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this report as required underregulation 34(2)(e) SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015is attached in Annexure II to this Report.
To increase transparency and efficiency of the board of directors the board himselfcarried out an annual evaluation of its own performance and individual directors pursuantto the provisions of the Companies Act 2013. The performance of the Board was evaluatedby the Board on the basis of the criteria such as the Board composition and structureeffectiveness of Board process information and functioning etc. The Board and Nominationand Remuneration Committee reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of individual director to the Board andcommittee meetings like preparedness on the issue to be discuss meaningful andconstructive contribution and inputs in meetings etc. In a separate meeting ofindependent directors performance of nonindependent director performance of the Board asa whole and performance of Chairman was evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure IV to this Report.
The Company has a Risk Management Manual in place that defines the policies lays outthe strategies and methodology to decide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2017 and state that:
a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17:cant be calculated as noremuneration has been given to any Director during the relevant year.
ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2016-17:NIL
iii) The percentage increase in the median remuneration of employees in the financialyear 2016-17:
iv) The number of permanent employees on the rolls of company: 8
v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Amount in Lacs
vi) The key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policyframed for Directors by the company.
vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
All the directors are hereby jointly and individually affirmed that the remunerationpaid is as per the Nomination and Remuneration Policy of the Company.
INTERNAL FINANCIAL CONTROL
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and the Company has paid the necessarylisting fees for the Financial Year 2017-18.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. There were no related party transactions.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.kalpacommercial.in
The details of the transactions with related party are provided in the accompanyingfinancial statements.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-V to thisReport.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2017 9 (Nine) meetings of the Board ofDirectors were held as against the statutory minimum requirement of 4 (Four) meetings asper provision of section 173 of
Companies Act 2013. None of the two Board Meetings have a gap of more than 120 daysbetween them. The dates of board meeting are mentioned below:
C) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors has adopteda vigil mechanism/whistle blower policy of the Company. The policy provides a frameworkfor directors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or Violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or to the Chairman of theAudit Committee. The vigil mechanism/whistle blower policy can be accessed on theCompany's website at the link: www.kalpacommercial.in
D) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company strictly adopted zero tolerance policy towards sexual harassment atworkplace and during the year under review your Board has constituted an InternalComplaints Committee to consider and redress complaints of sexual harassment & alsoadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
During the financial year 2016-17 the Company has received no complaints on sexualharassment.
E) PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements of the company; please refer financial statementfor the same.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Kalpa Commercials Limited does not have any Subsidiary Company/ies.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2017 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
(i) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY; The Company as well as Boardof Directors are conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.
(ii) THE STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY; TheCompany has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
(iii) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS; Your company has nilcapital investment on energy conservation equipments.
(B) Technology absorption-
(i) The efforts made towards technology absorption; N.A.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - N.A.
(a) The details of technology imported:
(b) The year of import:
(c) Whether the technology been fully absorbed:
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) The expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange earnings and Outgo are given as below:-
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments connected with the businessof the Company Banker of the Company Shareholders Suppliers as well as otherInstitutions for their co-operation and continued support.
b) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.
301 Neelkanth Chambers-II
Plot By Order of the Board
no.14 LSC Saini Enclave Delhi
For Kalpa commercial limited