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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

Kalyani Commercials Ltd. (KALYANI) - Director Report

Company director report

The Members

Kalyani Commercials Limited

The Board of Directors of your Company is pleased to present the 37thDirector?s Report on business and operations of the Company along with Standaloneand Consolidated Audited Financial Statements for the Financial Year ended on 31stMarch 2022.

1. FINANCIAL RESULTS

The Financial performance of the Company for the Financial Year ended31st March 2022 is summarized below: -

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

For the year Ended

For the year Ended

31.03.2022 31.03.2021 31.03.2022 31.03.2021
Total Revenue 23068.31 1353 9.38 23068.31 22770.72
Total Expenses 22799.19 13441.25 22799.19 22522.73
Profit Before Tax & Extraordinary Item 269.11 98.13 269.11 247.98
Extraordinary Item 60.14 0.00 (73.77) 0.00
Tax Expenses
- Current Tax 72.00 34.40 72.00 53.81
- Deferred Tax 8.46 (2.61) 8.46 (2.61)
Liability(Net)
- Income Tax Earlier Year 3.18 3.18
Profit / Loss For The Year After Tax 248.78 63.16 114.88 193.6
Share of Profit or loss from associate 114.09 51.61
Total Other Comprehensive Income / (Loss) 44.77 (18.84) 44.76 (18.84)
Total Comprehensive Income / Loss 293.55 44.32 273.74 226.38
Profit attributable to
a) Parent

-

-

228.97 180.48
b) Non-Controlling Interest - - - 64.73
Other Comprehensive Income attributable to
a) Parent - - 44.77 (18.84)
b) Non-Controlling Interest - - - -
Earnings Per Share (EPS)
a) Basic 24.88 6.32 22.90 18.05
b) Diluted 24.88 6.32 22.90 18.05

2. STATE OF COMPANY?S AFFAIRS

The COVID-19 pandemic which is a once in a lifetime occurrence hasbrought with it an unimaginable suffering to people and to almost all sections of theeconomy. The nationwide lockdowns to curtail the transmission of disease had put theglobal economy in extreme stress of the level not seen since the Great Depression andwould have a long-lasting economic impact.

The dynamic and evolving nature of the pandemic with its resurgence(second wave) at the beginning of the year creates uncertainty including economic impact.Hopefully the outreach of vaccination drives across the country additional efforts toset up medical infrastructure and obtain required medical supplies in addition tocontinued adherence to COVID-19 specific protocols will help in overcoming this testingsituation.

Even during this COVID-19 Pandemic we responded to the challenges andthe Company is working with an optimistic approach. As we grapple with the pandemic weare also sharpening our capabilities to seize opportunities that will unfold as thesituation starts to improve to grow our business sustainably. The Company dealt with theCOVID situation efficiently with focus on cost control asset quality liquidity growthand 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.

The Company was registered as Non Deposit Accepting Non-Banking FinanceCompany ("NBFC") holding a Certificate of Registration (14.00928) from theReserve Bank of India ("RBI"). However Company has applied for the surrender ofCertificate of Registration on 28th day of June 2019.

The company is dealing in trading of Heavy Commercial Vehicle ThreeWheeler and servicing (Dealership of TATA and Bajaj) Petroleum Product (Dealership ofBharat Petroleum Limited).

3. OPERATIONAL PERFORMANCE

During the period the company achieved the Standaloneturnover of Rs. 2296645454.82/- (Rupees Two Hundred Twenty Nine CroresSixty Six Lakhs Forty Five Thousand Four Hundred Fifty Four and Eighty Two Paisa only) forthe year ended 31st March 2022 as against Rs. 1350502392.16/- (RupeesOne Hundred Thirty Five Crores Five Lakhs Two Thousand Three Hundred Ninety Two andSixteen Paisa only) for the year ended 31st March 2021. The Company earneda profit of Rs. 248.78/- lakhs during the year ended 31st March2022 as against the profit of Rs. 63.16/-lakhs in previous year ended 31stMarch 2021.

During the period the company achieved the Consolidatedturnover of Rs. 2296645454.82 lakhs (Rupees Two Hundred Twenty NineCrores Sixty Six Lakhs Forty Five Thousand Four Hundred Fifty Four and Eight Two PaisaOnly) for the year ended 31st March 2022 as against Rs.2273702821.53/- (Rupees Two Hundred Twenty Seven Crores Thirty Seven Lakhs Two ThousandEight Hundred Twenty One and Fifty Three Paisa only) for the year ended 31stMarch 2021. The Company earned a profit of Rs. 114.88/-lakhs during the year ended31st March 2022 as against the profit of Rs. 193.60/- lakhs in previousyear ended 31st March 2021.

4. DIVIDEND

After considering the financial and non-financial factors prevailingduring the Financial Year 2021-22 the Board of Directors have decided not to recommenddividend this year. However the Directors are hopeful for better results in enduingfuture.

5. RESERVES AND SURPLUS

The Company has Rs. 111669358.78 (Rupees Eleven Crore Sixteen LakhSixty Nine Thousand Three Hundred Fifty Eight and Seventy Eight Paisa only) in the reserveand surplus. During the year the Company has transferred Rs. 24878445.67 in itsRetained Earnings.

6. CHANGES IN CAPITAL STRUCTURE

During the year under review the share capital of the company remainsunchanged and the company has also not issued any equity shares with differential rightsand sweat equity shares.

7. LISTING OF SECURITIES

The 1000000 equity shares of Rs. 10/- each of the Company are listedon National Stock Exchange of India Limited (NSE) w. e. f. February 13 2017.

The Annual listing fees for the Financial Year 2022-23 have been paidto the Stock Exchange within the time limits as prescribed by the Exchange.

8. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

At the beginning of the year Ganganagar Vehicles Private Limited (GVPL)was the Associate Company of Kalyani Commercials Limited (Company) in which theCompany holds 42.02 % Shareholding of GVPL but due to divestment of sharesGVPL ceased to be the Associate Company w.e.f. September 22 2021.

Accordingly pursuant to sub-section (3) of Section 129 of the Act andrules made there under the statement containing the salient feature of the financialStatement of a Company?s subsidiaries associate companies and joint venture is notapplicable on the Company.

Pursuant to Accounting Standards i.e. AS-21 issued by the Institute ofChartered Accountants of India Consolidated Financial Statements are presented by theCompany in this Annual Report including the financial information of its Associate.

9. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was payable oroutstanding as on 31st March 2022.

The company has neither accepted nor renewed any deposits falling underchapter V of Companies Act 2013.

10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S188(1)

All Related Party Transactions are presented before the Audit Committeefor their review and the Board. Omnibus approval is obtained for the transactions whichare foreseen and repetitive in nature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis specifying the nature valueand terms and conditions of the transactions.

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm?s length transactions under third provisothereto are disclosed in Form AOC -2 as Annexure -I.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED /RESIGNED

DURING THE YEAR

During the period under review the details of Directors and KeyManagerial Personnel are as follows:

1. Mr. Shankar Lal Agarwal re-appointed as Managing Director of theCompany.

2. Mr. Sourabh Agarwal re-appointed as Whole Time Director of theCompany.

3. Mr. Alok Kumar Gupta resigned from the position of IndependentDirector of the Company w.e.f. August 14 2021.

4. Ms. Nikhita Agarwal appointed as Independent Director of the Companyw.e.f. August 14 2021.

5. Ms. Nikita resigned from the position of Company Secretary andCompliance Officer w.e.f November 30 2021.

6. Ms. Geetanjali Sharma was appointed as the Company Secretary andCompliance Officer w.e.f. December 29 2021.

Further list of directors/KMP is mentioned herein below for yourreference:

A LIST OF DIRECTORS AS ON 31st MARCH 2022:

S. No Name Designation
1. Mr. Shankar Lal Agarwal Managing Director
2. Mr. Sourabh Agarwal Whole-time Director
3. Ms. Manushree Agarwal Director
4. Mr. Gagan Anand Independent Director
5. Ms. Nikhita Agarwal Independent Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31st MARCH2022:

S. No. Name Designation
1. Mr. Shankar Lal Agarwal Managing Director
2. Mr. Sourabh Agarwal Whole-time Director
3. Mr. Sourabh Agarwal Chief Financial Officer
4. Ms. Geetanjali Sharma Company Secretary and Compliance Officer

12. MEETINGS OF BOARD HELD DURING THE F.Y. 2021-2022

During the Financial Year under review the Meetings of Board and itscommittees were held as follows:

Board of Directors Audit Committee Nomination & Remuneration Committee Shareholder Grievance Committee Independent Director?s Meeting Internal Complaint Committee
8 Meetings 4 Meetings 3 Meetings 1 Meetings 1 Meeting 1 Meeting

The Agenda and Notice of the Meetings were circulated well in advanceto the respective Directors. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 i.e. the maximum interval between any twoboard meetings did not exceed 120 days. Also the meetings were conducted as per theapplicable provisions of the Companies Act 2013 read with rules made thereunder and asper the Secretarial Standards -1 (SS-1) as framed by the Institute of Company Secretariesof India (ICSI) in this regard.

13. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31st MARCH2022:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act2013 the objective of the audit committee is to review internal control and internalaudit system to ensure accurately and timely disclosures to ensure accurately and timelycompliances with all accounting standards policies and applicable laws to monitor andprovide an effective supervision of the Management?s financial reporting process withthe highest levels of transparency integrity and quality of financial reporting. Thecomposition of Audit Committee of the Company is as following:

S. No Name of Member Designation Category
1. Mr. Gagan Anand Chairman Non-Executive & Independent Director
2. Ms. Nikhita Agarwal Member Non- Executive & Independent Director
3. Ms. Manushree Agarwal Member Non-Executive Director

The Board has accepted all the recommendations proposed by auditcommittee during the Financial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act 2013 thepurpose of the committee is to evaluate the performance of all the Directors on the boardof the company to Identify individuals qualified to serve as Directors (executivedirectors non-executive directors and independent directors) or to serve in seniormanagement and to review their remuneration consistent with criteria approved by theBoard and to recommend to the Board for their approval. The composition of Nomination andRemuneration Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Mr. Gagan Anand Chairman Non- Executive & Independent Director
2. Ms. Manushree Agarwal Member Non- Executive Director
3. Ms. Nikhita Agarwal Member Non- Executive & Independent Director

c) SHAREHOLDER?S GRIEVANCE COMMITTEE:

In order to comply with the Good Corporate Governance Norms theCompany has constituted this committee. The purpose of the committee is to assist theBoard and the Company in maintaining healthy relationships with all stakeholders. Thecomposition of Shareholder?s Grievance Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Ms. Nikhita Agarwal Chairman Non- Executive & Independent Director
2. Ms. Manushree Agarwal Member Non-Executive Director
3. Mr. Gagan Anand Member Non- Executive & Independent Director

d) INTERNAL COMPLAINT COMMITTEE :

The Board of Directors has constituted Internal Complaint Committeepursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 for the purpose of adhering the Complaints of employees regardingSexual Harassment.

S. No. Name of Member Designation Category
1. Ms. Manushree Agarwal Chairperson Women-Non- Executive Director
2. Mr. Gagan Anand Member Non-Executive & Independent Director
3. Ms. Nikhita Agarwal Member Non- Executive & Independent Director

14. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations ofindependence as required pursuant to provisions of section 149(7) of the Act statingthat they meet the criteria of independence as provided in subsection (6) and Regulation25 of Listing Regulations as laid by the Securities and Exchange Board of India (SEBI).

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company familiarizes the Directors abouttheir role and responsibility at the time of their appointment through a formal letter ofappointment. All 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.

16. DIRECTOR?S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 the Directors hereby confirm that:

1. ) in the preparation of annual accounts for the financial year ended31st March 2022 the applicable accounting standards

have been followed along with proper explanation relating to materialdepartures;

2. ) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Companies as at 31 st March 2022 and of theprofit/loss of the Company for the period ended on that date;

3. ) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance

with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

4. ) the Directors have prepared the annual accounts on a going concernbasis;

5. ) the Directors have laid down proper internal financial controls tobe followed by the company and such internal

financial control and adequate and were operating effectively; and

6. ) the Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such

systems are adequate and operating effectively.

17. AUDITOR & AUDITORS? REPORT;

17.1 Statutory Auditors and Audit Report

Pursuant to Section 139 of the Companies Act 2013 M/s M. C. Bhandari& Co. Chartered Accountants (Firm Registration No. 0303002-E) Statutory Auditors ofthe Company have been appointed by the members at the Thirty Second Annual General Meetingto hold office for a period of 5 years from the date of such meeting held on 01st September2017.

The Audit Report submitted by Statutory Auditor on Annual Standalone& Consolidated Financial Statement for the Financial Year 2021-22 does not contain anyqualification reservation or adverse remark or disclaimer except the following:

Remark 1:

The Dues outstanding in respect of Income Tax and VAT on account ofdisputes as under:

Name of the Statute Nature of Dues Demand (Rs. In Lakhs) Amount paid against demand (Rs. In Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 3.74 0.00 FY 2010-11 CIT(A)
Income Tax Act 1961 Income Tax 3.06 2.29 FY 2017-18 CIT(A)
RVAT Act Sales Tax (Interest and ITC Reversal) 652.57 42.10 FY 2014-15 Commissioner (A)
RVAT Act Sales Tax (Interest and ITC Reversal) 647.81 38.79 FY 2013-14 Commissioner (A)

Board Reply:

The notes to the accounts referred to in the Auditors? Report areself-explanatory and therefore do not call for any further comments. The Auditors havealso not reported any matter under Section 143(12) of the Companies Act 2013.

17.2 Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and on therecommendation of the Audit Committee the Board of Directors of the Company has appointedM/s. GA & Associates Company Secretaries LLP as Secretarial Auditor of the Companyfor the financial year 2021-22. Secretarial audit report as provided by M/s. GA &Associates Company Secretaries LLP is also annexed to this Report in the prescribed FormMR-3 as "Annexure-II".

The Secretarial Audit Report for the financial year ended March 312022 forms part of this report and confirms that the Company has complied with theprovisions of the Act Rules Regulations and Guidelines and that there were no deviationsor non-compliances except the following:

Remark 1: The Company was registered u/s 45-IA of the Reserve Bankof India Act 1934 as a Non-Banking Financial Company ("NBFC") besides its otherbusiness activities. It has made voluntary application to Reserve Bank of India("RBI") for surrender of its NBFC status vide company letter dated 28.06.2019which is s till in process. Further RBI directed through its email dated 18th December2020 requiring Company to hold the status of NBFC till the application for surrender ofCertificate of Registration (COR) is accepted and taken on records of RBI hence thecompany resolved to continue with the status of NBFC. However the company is not doingany business of NBFC and continued to run its normal business activities i.e. trading inCommercial Vehicle and Petroleum dealership of BPCL. Pursuant to this the Company hasprepared its financial statements as per Ind AS. In consideration of the above facts theCompany had stopped complying with the NBFC laws and provisions as applicable underReserve Bank of India Act 1934 and Master Direction - Non-Banking Financial Company -Non- Systemically Important Non-Deposit taking Company (Reserve Bank) Directions 2016etc. from the date of application of surrender of COR.

Board Clarification 1: The Company has stopped complying with theNBFC laws since it is not carrying on any NBFC activity and has made the application forsurrender of Certificate of Registration. Also it is doing rigorous follow ups with RBIand still awaiting response on the said application.

Remark 2: Ms. Nikita Company Secretary and Compliance Officer ofthe Company has resigned w.e.f. 30th November 2021 as per the Board Resolution dated 14thDecember 2021 but as per the intimation to Stock Exchange the resignation was effectivefrom 1st December 2021 leading to a mismatch in the dates.

Board Clarification 2: The Company has inadvertently mentioned thedate 01st December 2021 instead of 30th November 2021 in theintimation as uploaded at stock exchange portal.

Remark 3: Remuneration paid to Ms. Manushree Agarwal was in excessof the limits prescribed under the provisions of Section 197 of the Companies Act 2013.

Board Clarification 3: The company shall be rectifying the mistakeand proposing its members to approve the overall limits of managerial remuneration to bepaid to Ms. Manushree Agarwal Director of the Company as per the provisions of Section197 of the Companies Act 2013.

Remark 4: CIC Registration as provided under the Reserve Bank ofIndia Circular No. DNBS (PD).CC. No 200 / 03.10.001/ 2010-11 dated 17thSeptember 2010 and related notifications issued in relation of the same has not beenacquired by the Company.

Board Clarification 4: Since the company has stopped its NBFCactivities and has made application for the Surrender of Certificate of Registration soit will not be proceeding for the said registration.

Remark 5: Cersai C-KY C Registration of the Company is still inprocess.

Board Clarification 3: The application is in process.

Remark 6: Pursuant to SEBI Circular No.SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 03 2021 (which supersedes allearlier SEBI Circulars issued in this regard including SEBI CircularNo-SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20 2018) it is mandatory for all holdersof physical securities in listed companies to furnish the PAN Nomination forms Contactdetails Bank account details specimen signatures etc. to the RTA. It was directed thatthe Listed companies RTAs and Stock Exchanges shall disseminate information for the saidrequirements on their respective websites. Accordingly the Company has taken requisitesteps to furnish the details on its website so that the folios of the holders of thephysical securities will not be freezed if the documents are not received till April 012023.

Board Clarification 6: The Company has been taking steps forfurnishing the requisite details on its website so that the folios of the holders of thephysical securities will not be freezed if the documents are not received till April 012023.

Remark 7: On 16th September 2020 an email was received fromNational Stock Exchange of India Limited ("NSE") with the subject"Clarification under Regulation 29 of LODR" to which the company made a replyon 18th September 2020. There was a delay of 1 day in making the prior intimation for theBoard Meeting dated 15th September 2020 for the Quarter ended 30th June 2020. Theintimation was made on 10th September 2020

i.e. against the requirement of 5 clear days. The notice for penaltywas received on 14th October 2020 to which the Company made a waiver application on 26thOctober 2020. However on 13th April 2021 an intimation was received from NSE statingits decision for non-waiver of the penalty imposed for an amount of Rs. 11800/-. The samehas been paid by the Company on 20th April 2021.

Board Clarification 7: The amount of penalty has been paid by theCompany and the Company shall take all the efforts in not repeating the same in thefuture.

18. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and DisclosureObligations Requirements) Regulations 2015 the provisions of Chapter IV of the saidListing Regulations 2015 the Compliance with the corporate governance provisions asspecified in Regulations 17 17A 18 19 20 2122 23 24 24A 25 26 27 and clauses(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C D and E of ScheduleV shall not be mandatory for the time being in respect of the following class ofcompanies:

A. The listed entity having Paid up Equity Share Capital not exceedingRs. 10 Crore and Net Worth not exceeding Rs.25 Crore as on the last day of the previousfinancial year;

B. The Listed Entity which has listed its specified securities on theSME Exchange.

Since the Company?s paid-up share capital and net-worthdoesn?t exceeds the prescribed threshold limits therefore Regulations 17 to 27 andclauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable on the Company.

19. BOARD EVALUATION

In terms of Section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 and Regulation 17 of the Listing Regulations it is required tohave a formal annual evaluation of the performance of the Board its Committees and theDirectors individually. In pursuance of the aforesaid provisions of the Companies Act2013 and Listing Regulations including the Guidance Note issued by SEBI on BoardEvaluation the Board carries out the annual evaluation of its own performance theworking of its various Committees as well as the evaluation of its Directors individually.

The evaluation process comprises of both assessment and reviewincluding analysis of the functioning of the Board and its Committees the time spent byit in considering matters and whether the terms of reference of its Committees have beenmet besides complying with the provisions of the Companies Act 2013 and ListingRegulations. The evaluation of the performance of the Board its Committees and individualdirectors was done after seeking inputs from all the Directors by way of a questionnaire.

The questionnaire was prepared in a structured manner ascertaining theindividual directors various attributes and their roles in bringing values to thedeliberation and discussions at meetings. The Board of Directors also evaluated thefunctioning/performance of Audit Committee Shareholders Grievances Committee andNomination & Remuneration Committee and expressed satisfaction with theirfunctioning/performance. A report in brief on Board evaluation has been given in theCorporate Governance Report which may be taken as forming a part of this Report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES

ACT 2013

As required to be reported pursuant to Section 134(3)(g) of CompaniesAct 2013 the Complete details of Loans Investments Guarantees and Securities coveredunder Sec 186 of Companies Act 2013 as per following format:

A. Details of Secured Loans:

Details of Borrower NA
Amount NA
Purpose for which the loan is to be utilized by the recipient NA
Time period for which it is given NA

B. Details of Investments:

Details of Investment In Equity
Ganganagar Vehicles Private limited 18050000
Ganganagar Automobile Private limited 2500000
Purpose for which the proceeds from investment is proposed to be utilized by the recipient NA

C. Details of Guarantee / Security Provided:

Details of recipient NA
Amount NA
Purpose for which the security/guarantee is proposed to be utilized by the recipient NA

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company?s operations infuture. However the Company has made an application to RBI for voluntary surrender ofCertificate of Registration on 28th June 2019. The Status of the applicationis still under process with the RBI.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

The Board of Directors in its meeting held on 28th June 2019has decided to surrender its Certificate of Registration (COR) bearing Regd. No. 14.00928as a non - deposit accepting Non-Banking Financial Company (NBFC) issued by the ReserveBank of India (RBI) dated 2nd June 1998 consequently the Company has ceased to carryits NBFC activities. In consideration of the above facts the Company had stoppedcomplying with the NBFC laws and provisions as applicable under Reserve Bank of India Act1934 and Master Direction - Non-Banking Financial Company - Non-Systemically ImportantNon-Deposit taking Company (Reserve Bank) Directions 2016 etc. from the date ofapplication of surrender of COR.

Due to disinvestment in the shares of Ganganagar Vehicles PrivateLimited (GVPL) it ceases to be the Associate Company of Kalyani Commercials Limited.

In addition to above there have been no material changes andcommitments affecting the financial position of the company which have occurred betweenthe end of the financial year of the Company to which the financial statements relate andtill the date of this report

23. CHANGE IN THE NATURE OF BUSINESS

The Company has filed an application for surrender of Certificate ofRegistration (COR) bearing Regd. No. 14.00928 as a non - deposit accepting Non-BankingFinancial Company (NBFC) issued by the Reserve Bank of India (RBI) and consequentlystopped doing any business activity as NBFC.

24. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with all the applicable SecretarialStandards as specified by the Institute of Company Secretaries of India.

25. RISK MANAGEMENT

Risk is an integral and unavoidable component of business and theCompany has been addressing and analyzing various risks impacting the Company includingdetails of significant changes in key financial ratios which is more fully provided inannexed Management Discussion and Analysis Report attached herewith and forms part of thisAnnual Report. The Company has a robust risk management process to identify key risksacross the Group and prioritize action plans to mitigate them. The proceedings of thereview process include discussions on the management?s submissions on risksprioritization of key risks and approval of action plans to mitigate such risks. Some ofthe uncertainties and risks that can affect the business are technological changeschanging customer preferences and behavior competition volatility in prices and macro-economic factors such as an economic slowdown.

26. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGINGACTIVITIES

Your Company does not have material exposure of any commodity orforeign exchange and accordingly no hedging activities for the same are carried out.Therefore there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November 2018.

27. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith asAnnexure III.

i. The ratio of remuneration of each director to the medianremuneration of the employees of the Company for the financial year 2021-22:

S. No. Directors Ratio to median remuneration
1 Mr. Shankar Lal Agarwal 3.12:1
2 Mr. Sourabh Agarwal 3.12:1
3 Ms. Manushree Agarwal 8.32:1
4 Ms. Nikhita Agarwal NIL
5 Mr. Gagan Anand NIL

ii. There has been 127.27% increase in the remuneration of CompanySecretary and there has been increase in the remuneration of Managing Director Whole TimeDirector/CFO of the Company in the financial Year 2021-2022.

iii. There has been 32.13% increase in the median remuneration ofemployees in the financial year 2021-22.

iv. The total number of permanent employees on the rolls of the Companyduring the financial year was 175.

v. There has been an average percentile increase of 9.86% in thesalaries of employees and 300% increase in managerial personnel as well. The totalremuneration to employees for the Financial Year 2021-22 was Rs. 33447655 /- ascompared to Rs. 30444057/- in the Financial Year 2020-21.

vi. The Company affirms that remuneration given is as per theremuneration policy of the Company.

However as per the provisions of Section 136 of the Act the Reportand Accounts are being sent to all the members excluding the information on particulars ofemployees which is available for inspection by the members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting.

28. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION)

RULES 2014

No Directors/employees of the Company was in receipt of amountexceeding a salary of Rs. 850000/- per month or more when employed for a part of thefinancial year and Rs. 10200000/- per annum or more when employed for whole of the yearunder the provision of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014 as amended from time to time.

29. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it hasbuilt an open transparent and meritocratic culture to nature this asset. The company haskept a sharp focus on Employee Engagement. The Company?s Human Resources iscommensurate with the size nature and operation of the Company. It looks at theemployee?s entire life cycle to ensure timely interventions and help build along-lasting and fruitful career.

30. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards inour business transactions. The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandated the formulation of certain policies for all listed companies.All the policies are available on the website of the Company viz.http://kalyanicommercialsltd.com/.

The Policies are reviewed periodically by the Board and updated on thebasis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
VIGIL MECHANISM/ WHISTLE BLOWER POLICY This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy is provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2016/02/Visil-
Mechanism-policy .pdf
REMUNERATION POLICY The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.
The Remuneration Policy is provided on the website of the Company and may be accessed by clicking on the following link
http://kalyanicommercialsltd.com/wp-content/uploads/2020/01/Nomination- Remuneration-Policy.pdf
POLICY FOR DETERMINING MATERIALITY OF EVENT OR INFORMATION The Objective of this policy is to outline the guidelines to be followed by the Company for consistent transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
The Policy of determining Materiality of event/information is provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wpcontent/uploads/2020/06/Policy-on- materiality-informationKalyani.pdf
POLICY OF PRESERVATION OF RECORDS This policy sets the Standards for classifying managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for subsequent archival of such records.
The policy of preservation of records is provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2020/06/policy-for- preservation-of-records-Kalyani.pdf
KYC AND AML POLICIES This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the Company to know/ understand its customers and their financial dealings better which in turn would help the Company to manage risks prudently.
The KYC and AML policies provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2016/02/KYC-and- AML-Policy.pdf
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors which are subject to the provisions of the applicable laws including the Companies Act 2013 (‘2013 Act?)and Clause 49 of the Listing Agreement (as amended from time to time).
The policy on terms and conditions of Appointment of Independent Director provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2016/02/Terms-and- Condition-of-appointment-of-ID.pdf
FAIR PRACTICE CODE This Code prescribes the guidelines to cover the general principles on adequate disclosures on the terms and conditions of a loan and adopting a non-coercive recovery method.
The Fair Practice Code provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2021/07/KCL-FAIR- PRACTICES-CODE-1.pdf
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES The Board has adopted a policy for determining material subsidiaries.
The policy for determining Material Subsidiaries is provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wpcontent/uploads/2019/08/POLICY-ON- DETERMINING-MATERIAL-SUBSIDIARIESFinal.pdf
INSIDER TRADING PROHIBITION CODE PURSUANT TO (SEBI (PIT) REGULATIONS 2015) This Code has been formulated to regulate monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI and to prevent any speculative dealings knowingly or unknowingly by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 incorporating ‘legitimate purpose? in connection with sharing of UPSI.
The code on Insider Trading Prohibition Code Pursuant To (SEBI (PIT) Regulations 2015) is provided on the website of the Company and may be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2019/07/Kalyani- Insider-Tradins-Prohibition-Code-April-01 -2019-Revised.pdf
POLICY ON RELATED PARTY TRANSACTION(S) In compliance with the Listing Regulations the Company has the policy for transactions with Related Parties (RPT Policy). During the year the Company has revised its Policy on dealing with Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions of the Listing Regulations.
The RPT Policy is available on the Company website and can be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wp-content/uploads/2019/07/RPT- Kalyani.pdf
POLICY ON FAMILIARIZATION OF INDEPENDENT DIRECTORS This policy has been formulated to familiarize the independent directors with the Company the functions of the Company and specify their roles rights responsibilities in the Company nature of the industry in which the Company operates business model of the Company etc. through various Programs.
The policy on familiarization is available on the Company website and can be accessed by clicking on the following link:
http://kalyanicommercialsltd.com/wpcontent/uploads/2019/07/POLICY-ON- FAMILIARISATION-PROGRAMME-Kalyani.pdf

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

Your Company is committed to ensuring that all are treated with dignityand respect and having zero tolerance towards sexual harassment at the workplace andtowards this end has adopted a policy in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthereunder and adequate access has been provided to complainants who wish to register acomplaint under the policy. All employees (permanent contractual temporary trainees) arecovered under the said policy. An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. During the financial year under reviewthe Company has not received any complaints of sexual harassment from any of the womenemployees of the Company.

32. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to theCompany's for the FY 2021-22.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure and the provisions of Section 135 and schedule VII ofthe Companies Act 2013 read with Rule 9 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is not applicable to the Company.

34. ANNUAL RETURN

The draft Annual Return in Form MGT-7 for the Financial Year 2021-22 isuploaded on the website of the Company and the same could be accessed by clicking onfollowing link: http://kalyanicommercialsltd.com/annual-return/

35. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Reportfor the year ended 31st March 2022 and is annexed as Annexure- IV ofthis Annual Report for the reference of the stakeholders.

36. INTERNAL AUDIT & CONTROL

During the year under review the internal control and internal auditsystem was adequate in the company and is working effectively and efficiently. Theinternal control system is supported by an internal audit process for reviewing theadequacy and efficacy of the Company?s internal controls including its systems andprocesses and compliance with regulations and procedures.

Further pursuant to Section 138 of the Companies Act 2013 and theCompanies (Accounts) Rules 2014 M/s Gopal Sharma & Co. Chartered Accountants is theInternal Auditor of the Company for the Financial Year 2021-22 who performed all theduties as required to perform by the Internal Auditor under the Companies Act 2013.

37. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCYAND

BANKRUPTCY CODE 2016

During the year under review there were no applications made orproceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMESETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review there has been no one time settlement ofloans taken from banks and Financial Institutions.

39. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of the nature of the activities carried out by the CompanySection 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. During the year under review the Company had no earnings and expenditure inforeign exchange.

40. GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies ofAnnual report Notices etc. electronically to the email IDs of shareholders.

Your Company has arranged to send the soft copies of these documents tothe registered email IDs of the shareholders. To support the ‘Green Initiative?members who have not registered their email addresses are requested to register the samewith the Company?s Registrar and Share Transfer Agent/ Depositories for receiving allcommunications including Annual Report Notices Circulars etc. from the Companyelectronically.

41. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion andAnalysis describing the company?s objectives expectations or predictions may beforward looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the company?s operations include: domestic demand and supplyconditions affecting selling prices new capacity additions availability of materials andtheir cost changes in government policies and tax laws economic development of thecountry and other factors which are material to the business operations of the company.

42. APPRECIATION

The Directors take this opportunity to express their deep sense ofgratitude to the banks financial institutions stakeholders business associates Centraland State Governments for their co-operation continued guidance support and look forwardto their continued support in future. The Directors would also like to place on record thesincere dedication commitment and hard work of our employees and their contribution toyour Company?s performance. We are deeply grateful for the confidence and faith thatyou have always reposed in us.

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