Kalyani Commercials Ltd.
|BSE: 538403||Sector: Others|
|NSE: KALYANI||ISIN Code: INE610E01010|
|BSE 05:30 | 01 Jan||Kalyani Commercials Ltd|
|NSE 05:30 | 01 Jan||Kalyani Commercials Ltd|
|BSE: 538403||Sector: Others|
|NSE: KALYANI||ISIN Code: INE610E01010|
|BSE 05:30 | 01 Jan||Kalyani Commercials Ltd|
|NSE 05:30 | 01 Jan||Kalyani Commercials Ltd|
The Board of Directors hereby presents its 35th Director's Report onbusiness and operations of the Company along with Standalone & Consolidated AuditedFinancial Statements for the Financial Year ended on 31st March 2020.
The Company was registered as Non Deposit Accepting Non-Banking Finance Company("NBFC") holding a Certificate of Registration (14.00928) from the Reserve Bankof India ("RBI"). However Company has applied for the surrender of Certificateof Registration on 28th day of June 2019.
The company dealing in trading of Heavy Commercial Vehicle Three Wheeler and servicing(Dealership of TATA and Bajaj) Petroleum Product (Dealership of Bharat PetroleumLimited)'.
2. STATE OF COMPANY'S AFFAIR
With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to enhance quality andcustomer service and to reduce costs. Innovations investment and positive modificationsare expected in the near future boosting the Company's revenues. Together with forwardlooking strategy the Company is also focusing extensively on expanding the business andoperational improvements through various strategic projects for operational excellence andcost cutting initiatives.
3. FINANCIAL RESULTS
The Financial performance of the Company for the financial year ended 31stMarch 2020 is summarized below:-
4. OPERATIONAL PERFORMANCE
During the period collectively the company achieved revenue of Rs. 642.14 /- croresfor the year ended 31st March 2020 as against Rs. 901.47/- crores for the yearended 31st March 2019. The Company earned a profit of Rs. 0.69/- croresduring the year ended 31st March 2020 as against the profit of Rs. 0.87/-crores in previous year ended 31st March 2019.
The company is planning to expand and thereby would need funds to invest in futureprojects. It thereby regrets to not to recommend any dividend but the directors arehopeful for better results in enduing future.
6. RESERVES AND SURPLUS
The Company has Rs.77881800.97/- in the reserve and surplus out of which theCompany has transferred total amount of Statutory Reserve into General Reserve. TheCompany is not transferring any amount to reserve out the current year's surplus.
7. SHARE CAPITAL
During the year under review the share capital of the company remains unchanged andthe company has also not issued any equity shares with differential rights and sweatequity shares.
8. LISTING OF SECURITIES
The 1000000 equity shares of Rs. 10/- each of the Company are listed on NationalStock Exchange of India Limited (NSE) w. e. f. February 13 2017.
The Annual listing fees for the year 2019-20 have been paid to the Stock Exchange.
9. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company conducts its business through its Subsidiaries for the various businesssegments in which it operates as of 31st March 2020.
The Details of the Subsidiaries Companies are as follows:
* Nekub Consultancy Limited and YYKS Buildcon Limited strike of during the year 2019-20
Pursuant to sub-section (3) of Section 129 of the Act and rules made there under thestatement containing the salient feature of the financial Statement of a Company'ssubsidiaries associate companies and joint venture is given herewith AOC-1 as Annexure-I.
Further pursuant to Accounting Standards i.e. AS-21 issued by the Institute ofChartered Accountants of India Consolidated Financial Statements presented by the Companyin this Annual Report includes the financial information of its subsidiaries.
During the financial year under review no new Company became Subsidiary/JointVenture/Associate of the Company.
10. BRANCHES OF THE COMPANY
During the period under review the Company has 3 (Three) branches in Rajasthan andHaryana both. The details of such branches are mentioned herein below:
11. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was pay able or outstanding as on 31stMarch 2020.
The company has neith er accepted nor renewed any deposits falling under chapter V ofCompanies Act 2013.
12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm AOC -2 as Annexure -II.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURINGTHE YEAR
Pursuant to the provisions of the Companies Act 2013 and the Company's Articles ofAssociation Ms. Manushree Agarwal Director is retiring by rotation in the forthcomingAnnual General Meeting and being eligible offers herself for re-appointment.
During the year under review Mr. Gagan Anand has appointed as an Additional Directoron the board of the Company w.e.f. 06th November 2019 to hold office for aterm of 5 consecutive years from the date of ensuing Annual General
Meeting subject to approval of shareholders in the ensuing Annual General Meeting ofthe Company and Mr. Mukesh Joshi has resigned from the board of the company w.e.f. 07thAugust 2019.
Mr. Vikramjit Singh resigned from the post of Company Secretary w.e.f. 07thOctober 2019. The Board appreciates the efforts and works done by him during his tenure.The Company further appointed Ms. Chandni Arora as the Company Secretary and ComplianceOfficer w.e.f. 22nd November 2019. She resigned from the post of CompanySecretary and Compliance Officer w.e.f. 31st August 2020.
Further list of directors/KMP is mentioned herein below for your reference:
LIST OF DIRECTORS AS ON 31st MARCH 2020:
LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31st MARCH 2020:
Resigned with effect from 31st August 2020
14. MEETINGS HELD DURING THE F.Y. 2019-2020
The Agenda and Notice of the Meetings were circulated well in advance to the respectiveDirectors. During the year under review 9 (Nine) Board Meetings 4 (Four) Audit CommitteeMeetings 4 (Four) Shareholder's Grievance Committee Meetings 1 (One) Nomination andRemuneration Committee Meeting 1 (One) Internal Complaint Committee Meeting 1 (One)Finance & Investment Committee Meeting and 1 (One) Independent Director's CommitteeMeeting were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 i.e. the maximum interval between any twomeetings did not exceed 120 days.
15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31st MARCH 2020:
a) AUDIT COMMITTEE:
In compliance with the provisions of Section 177 of the Companies Act 2013 theprimary objective of the audit committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurately andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting. The composition of Audit Committee of the Company is as following:
The Board has accepted all the recommendations proposed by audit committee during theFinancial Year.
b) NOMINATION AND REMUNERATION COMMITTEE:
In compliance with provisions of 178(1) of the Companies Act 2013 the purpose of thecommittee is to screen and review individuals qualified to serve as executive directorsnon-executive directors and independent directors and to review their remunerationconsistent with criteria approved by the Board and to recommend for approval by theBoard. The composition of Nomination and Remuneration Committee of the Company is asfollowing:
c) SHAREHOLDER'S GRIEVANCE COMMITTEE:
In order to comply with the Good Corporate Governance Norms the Company hasconstituted this committee. The purpose of the committee is to assist the Board and theCompany in maintaining healthy relationships with all stakeholders. The composition ofShareholder's Grievance Committee of the Company is as following:
d) FINANCE AND INVESTMENT COMMITTEE:
The Board of Directors has constituted Finance and Investment Committee to assist it inoverseeing acquisitions and investments made by the Company and provide oversight on keyinvestment policies of the Company. The composition of Finance and Investment Committee isas following:
e) INTERNAL COMPLAINT COMMITTEE :
The Board of Directors has constituted Internal Complaint Committee pursuant to SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 for thepurpose of adhering the Complaints of employees regarding Sexual Harassment.
16. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted their declarations of independence asrequired pursuant to provisions of section 149(7) of the Act stating that they meet thecriteria of independence as provided in subsection (6) and Regulation 25 of ListingRegulations.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
In terms of regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Company familiarizes the Directors about their roleand responsibility at the time of their appointment through a formal letter ofappointment. All new independent directors inducted into the Board attend an orientationprogram. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company's website.
18. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:
1.) in the preparation of annual accounts for the financial year ended 31stMarch 2020 the applicable accounting
standards have been followed along with proper explanation relating to materialdepartures;
2.) 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 and fair view of thestate of affairs of the Companies as at 31st March 2020 and of the loss of theCompany for the period ended on that date;
3.) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in
accordance with the provisions of the Companies act 2013 for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;
4.) the Directors have prepared the annual accounts on a going concern basis;
5.) the Directors have laid down proper internal financial controls to be followed bythe company and such internal
financial control and adequate and were operating effectively; and
6.) the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and
such systems are adequate and operating effectively .
19. DETAILS OF FRAUD REPORTED BY AUDITOR
In terms of sub clause 3 (c) (a) of Section 134 of Companies Act 2013 there have beenno frauds reported by the Auditors under sub section (12) of section 143 other than whichare reportable to Central Government.
20. CORPORATE GOVERNANCE REPORT
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure ObligationsRequirements) Regulations 2015 the provisions of Chapter IV of the said ListingRegulations 2015 the Compliance with the corporate governance provisions as specified inRegulations 17 [17A] 18 19 20 2122 23 24 24A 25 26 27and clauses (b) to (i) ofsubregulation (2) of Regulation 46 and para C D and E of Schedule V shall not bemandatory for the time being in respect of the following class of companies:
A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore andNet Worth not exceeding Rs.25 Crore as on the last day of the previous financial year;
B. The Listed Entity which has listed its specified securities on the SME Exchange.
Since the Company is neither listed exclusively on the SME Exchange nor its paid-upshare capital and net-worth exceeds the prescribed threshold limits therefore Regulations17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C D and Eof Schedule V are not applicable on the Company.
21. BOARD EVALUATION
In pursuant to applicable Sections of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has formulated aframework and criteria to evaluate the performance of the entire Board of the Company itsCommittees and Individual Director including Independent Directors.
The Independent Directors has met separately without any presence of Non-IndependentDirector and member of management to discuss the performance of Non-Independent Directorsand Board as a whole.
22. SECRETARIAL AUDIT
As required under Section 204 (I) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s GA & Associates Company Secretaries LLP to conduct the SecretarialAudit for the financial year 2019-20. The Secretarial Audit Report received from them formpart of Annual Report as Annexure III.
23. SECRETARIAL AUDITORS' REPORT
The Secretarial Auditor remarks are self-explanatory and do not require anyclarification from the Board except the following:
> CIC Registration as provided under the Reserve Bank of India Circular No. DNBS(PD).CC. No 200 / 03.10.001/ 2010-11 dated 17th September 2010 and relatednotifications issued in relation of the same has not been acquired by the Company.However Company has filed application for surrender of NBFC's Certificate of Registrationon 28 June 2019.
> Pursuant to SEBI Circular No-SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20 2018wherein Issuer Companies through their RTA shall take special efforts to collect copy ofPAN and bank account details of all securities holders holding securities in physicalform While collecting the details RTAs shall ensure that they send a letter underregistered/ speed post seeking PAN and bank details (a copy of the Pan card and originalcancelled cheque leaf/ attested bank passbook showing the name of account holder) within90 days of the circular and two reminder thereof after the gap of 30 days. All the 3letters will have 21 days' notice period to provide the details.
a) With respect to the same the Company through their RTA has not sent the letters theshareholders under registered/ speed post seeking Pan and Bank details within 90 days ofthis circular and further no such two reminders were given after the gap of 30 days. Allthese 3 letters were required to have 21 days' notice period to provide the details.
Board Clarification: The Board assures that the Company will comply in respect of theabove-mentioned SEBI Circular the Company has received PAN details of some of theshareholders.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
Pursuant to Section 186(11) of the Companies Act 2013 disclosure under Section 134(3)(g) of the Companies Act 2013 is not applicable on the Company.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 134(3) of the Companies Act 2013 are included in this report as Annexure -IV and are also available on the Company's website viz. http://kalyanicommercialsltd.com/.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Board of Directors in its meeting held on 28th June 2019 has decided tosurrender its Certificate of Registration (COR) bearing Regd. No. 14.00928 as a non -deposit accepting Non-Banking Financial Company (NBFC) issued by the Reserve Bank of India(RBI) dated 2ndJune 1998 consequently the Company has ceased to carry itsNBFC activities.
In addition to above there have been no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the Company to which the financial statements relate and till the date of thisannual report.
28. CHANGE IN THE NATURE OF BUSINESS
The Company has filed an application for surrender of Certificate of Registration (COR)bearing Regd. No. 14.00928 as a non - deposit accepting Non-Banking Financial Company(NBFC) issued by the Reserve Bank of India (RBI) and consequently stopped doing anybusiness activity as NBFC.
29. SECRETARIAL STANDARDS OF ICSI
Your Company is in compliance with all the applicable Secretarial Standards asspecified by the Institute of Company Secretaries of India.
30. STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Act and the rules framed thereunder M/s M.C. Bhandari & Co. Chartered Accountants were re-appointed as statutoryauditors of the Company in the Annual General Meeting held on 1st September2017 for a period of five years i.e. till the conclusion of the AGM to be held in the year2022.
31. STATUTORY AUDITORS' REPORT
The observation made by the Auditors are self - explanatory and do not require anyfurther clarifications. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company in the year under review.
32. PARTICULARS OF EMPLOYEES
The information as per Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached herewith as Annexure V.
(i). The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2019-20:
(i) . There has been 29% decrease in the remuneration Company Secretary andthere has been no change in the
remuneration of Managing Director Whole Time Director/CFO and Company Secretary of theCompany in the financial Year 2019-2020.
(ii) . There has been 2.70% decrease in the median remuneration of employees inthe financial year 2019-20.
(iii) . The total number of permanent employees on the rolls of the Company during thefinancial year was 352.
(iv) . There has been an average percentile increase of 18.26% in the salaries ofemployees and managerial personnel
as well. The total remuneration to employees for the Financial Year 2019-20 was Rs.50080733/- as compared to Rs. 42349316/- in the Financial Year 2018-19.
(v) . The Company affirms that remuneration given is as per the remuneration policy ofthe Company.
However as per the provisions of Section 136 of the Act the Report and Accounts arebeing sent to all the members excluding the information on particulars of employees whichis available for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting.
33. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION)
No Directors/employees of the Company was in receipt of amount exceeding a salary ofRs. 850000/- per month or more when employed for a part of the financial year and Rs.10200000/- per annum or more when employed for whole of the year under the provisionof Rule 5 (2) & (3) of The Companies (Appointment And Remuneration) Rules 2014 asamended from time to time.
34. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nature this asset. The company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operation of the Company. It looks at the employee's entire life cycle toensure timely interventions and help build a long-lasting and fruitful career.
35. CORPORATE POLICY
We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All the policiesare available on the website of the Company viz. http://kalyanicommercialsltd.com/.
The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.
The Key Policies are as follows:
36. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013
The Board confirms that no complaints/ cases has been filed / pending with the Companyunder the Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 during the financial year 2019-20. Further an Internal ComplaintsCommittee has been set up to redress complaints if any received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
37. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company's for the FY2019-20.
38. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of the Companies Act 2013.
39. EMPLOYEE STOCK OPTIONS DETAILS
During the year under review the Company has no Employee's Stock Options schemes.
40. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2020 and is annexed as Annexure- VI of this AnnualReport for the reference of the stakeholders.
41. INTERNAL AUDIT & CONTROL
The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.
Further pursuant to Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 M/s. R.L. Vijayveergiya & Co. Chartered Accountants is theInternal Auditor of the Company who is performing all the duties as required to perform bythe Internal Auditor under the Companies Act 2013.
42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 relating toconservation of energy and technology absorption are not applicable to the Company.During the year under review the Company had no earnings and expenditure in foreignexchange.
43. ACKNOWLEDGEMENT AND APPRECIATION
Yours Directors would like to express their grateful appreciation for assistance andcooperation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services of the Executives staff and workersof the Company at all levels.