The Directors have pleasure in presenting the Eleventh Annual Report on the businessand operations of the Company together with Audited Financial Statements for the FinancialYear ended March 31 2020.
1. Financial Highlights (on stand-alone basis)
| || ||( Rs in Million) |
| ||2019-20 ||2018-19 |
|Revenue from Operations ||469.48 ||365.20 |
|Other Income ||13.84 ||0.07 |
|Total Revenue ||483.32 ||365.27 |
|Total Expenditure ||53.43 ||34.77 |
|Profit before Tax ||429.89 ||330.50 |
|Tax Expenses ||3.72 ||0.37 |
|Profit after Tax ||426.17 ||330.13 |
2. Dividend & Reserves
The Directors have decided to consolidate Companys finances during the current year.As a result the Directors do not recommend any Dividend on Equity Shares for thefinancial year ended March 31 2020.
During the year under review it is proposed to transfer Rs 85.23 Million to ReserveFund (Under Section 45-IC(1) of the Reserve Bank of India Act 1934). An amount of Rs970.77 Million is proposed to be retained as Retained Earnings.
3. Management Discussion and Analysis (MD&A)
Management Discussion and Analysis (MD&A) for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented as a part of the Corporate Governance Report.
4. Corporate Governance
The Company has committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance Requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
The requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD &Associates Company Secretaries Pune confirming compliance with conditions of CorporateGovernance is attached to Report on Corporate Governance.
During the year under review the Company has not accepted any deposits from thepublic.
In terms of the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr.Amit B. Kalyani Chairman of the Company is retiring by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors at its meeting held on February 7 2020 had co-opted Mrs.ShrutiA. Shah as an Additional Director categorized as an Independent Director for the termof 5 (Five) consecutive years with effect from February 7 2020 to February 6 2025subject to approval of the members at the ensuing Annual General Meeting. Theseappointments / re-appointments form part of the Notice of the Annual General Meeting andthe Resolutions are recommended for your approval. Profiles of these Directors are givenin the Report on Corporate Governance for reference of the members.
The Company has received declarations from all Independent Directors that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. 6.1 Board Evaluation Pursuant to provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis ofcriteria such as the board composition and structure effectiveness of board processesinformation and functioning. The performance of the committees was evaluated by the Boardafter seeking inputs from the committee members on the basis of criteria such ascomposition of the committee effectiveness of the committee meetings information andfunctioning.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of criteria such as contribution of individual directorto the board and committee meetings like preparedness on the issues to be discussed andinputs in meetings etc.
In a separate meeting of independent directors the performance of the non-independentdirectors the Chairman of the Company and the board as a whole was evaluated taking intoaccount the views of the executive / non-executive directors.
6.2 Policy on Board Diversity and Nomination & Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Policy on Board Diversity and Nomination and Remuneration Policy isavailable on the website of the Company. (Web-link :http://www.kalyani-investment.com/financial/policies/) 6.3 Meetings of the Board Duringthe Financial Year 2019-20 four Board Meetings were convened and held. Also a separatemeeting of Independent Directors as prescribed under Schedule IV of the Companies Act2013 was held. The details of meetings of Board of Directors are provided in Report onCorporate Governance that forms part of this Annual Report.
7. Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that : i) in thepreparation of the annual accounts for the year ended March 31 2020 the applicableaccounting standards have been followed and that there are no material departures; ii) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for that period; iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv) the Directors have prepared the annualaccounts for the year ended March 31 2020 on a going concern basis; v) the Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and vi) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
8. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo
Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing has no foreign collaboration and has not exported or importedany goods or services.
9. Corporate Social Responsibility
As a part of its initiatives under Corporate Social Responsibility (CSR) the Companyhas undertaken various activities in the areas of education. These activities are carriedout in terms of Section 135 read with Schedule VII of the Companies Act 2013 andCompanies (Corporate Social Responsibility Policy) Rules 2014. The details of CSRActivities undertaken by the Company are annexed herewith as Annexure A. TheCSR Policy is available on Companys website. (Web-link :http://www.kalyani-investment.com/financial/policies/)
10. Related Party Transactions
During the year under review the Company has not entered into any related partytransactions with related parties in terms of sub-section (1) of Section 188 of theCompanies Act 2013. The policy on Related Party Transactions as approved by the Board isuploaded on the Companys website. (Web-link : http://www.kalyani-investment.com/financial/policies/)
11. Risk Management
The Company recognizes that risk is an integral and unavoidable component of businessand is committed to managing the risk in a proactive and efficient manner. The Company aspart of business strategy has in place a mechanism to identify assess monitor risks andmitigate various risks with timely action. Risks are discussed at the meetings of theAudit Committee and the Board of Directors of the Company.
12. Audit Committee
As on March 31 2020 the Audit Committee comprises of Mr.B.B. Hattarki Chairman ofthe Committee and Independent Director Mr.S.K. Adivarekar and Mr.R.K. Goyal IndependentDirectors.
All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during the Financial Year 2019-20.
13. Auditor and Auditor's Report
M/s P.G. Bhagwat Chartered accountants Pune (Firm Registration No.101118W) are theStatutory Auditors of the Company and they hold the office till the conclusion of theThirteenth Annual General Meeting to be held in 2022. The Notes on Financial Statementsreferred to in the Auditors Report are self-explanatory and hence do not call for anyfurther comments. The Auditors Report does not contain any qualification reservationadverse remark or disclaimer.
During the year under review the Auditors of the Company have not reported any fraudas specified under Section 143(12) of the Companies Act 2013 to the Audit Committee.
14. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Companies Act 2013 the Board hadappointed M/s SVD & Associates Company Secretaries Pune to undertake SecretarialAudit of the Company for the Financial Year 2019-20. The Secretarial Audit Report for theFinancial Year ended March 31 2020 is annexed herewith as Annexure B. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
The Company is compliant with the Secretarial Standards issued by the Council of theInstitute of Company Secretaries of India and approved by Central Government under Section118(10) of the Companies Act 2013.
15. Particulars of Employees and related Disclosures
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended has been provided in Annexure C.
16. Extract of the Annual Return
An extract of the Annual Return of the Company pursuant to the Section 92(3) of theCompanies Act 2013 in Form MGT-9 is annexed hereto as Annexure D.
17. Whistle Blower Policy
The Company has vigil mechanism named Whistle Blower Policy wherein the employees/ directors can report the instances of unethical behavior actual or suspected fraud orany violation of the Code of Conduct and / or laws applicable to the Company and seekredressal. This mechanism provides appropriate protection to the genuine Whistle Blowerwho avail of the mechanism. During the year under review the Company has not received anycomplaint under the said mechanism. The Whistle Blower Policy as approved by the Board isuploaded on the Companys website. (Web-link :http://www.kalyani-investment.com/financial/policies/)
18. Particulars of Loans Guarantees or Investments
Particulars of Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.
19. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to theFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed in the design or implementation.
20. Material Changes and Commitments if any affecting Financial Position of theCompany
There are no adverse material changes or commitments occurring after March 31 2020which may affect the financial position of the Company or may require disclosure.
21. Signi! cant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
22. Familiarization Programme
The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarize with the Companys procedures andpractices. Periodic presentations are made at Board Meetings Board Committee Meetings onbusiness and performance updates of the Company global business environment businessstrategy and risks involved.
The details of programmes for familiarization of Independent Directors with the Companyare put up on website of the Company. (Web-link :http://www.kalyani-investment.com/financial/policies/)
23. Subsidiaries Joint Ventures or Associate Companies The Company does not have anySubsidiary / Joint Venture.
As on March 31 2020 the Company has two associates. A statement containing thesalient features of the financial statement of the Associate Companies in the prescribedformat AOC-1 is annexed hereto as Annexure E.
24. Business Responsibility Report
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Regulations) mandates inclusion of the Business Responsibility Report (BRR)as a part of Annual Report for top 1000 Listed entities based on market capitalization.In compliance with the Regulations BRR is annexed hereto as Annexure F.
25. Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129 of the Companies Act2013 are attached to the Standalone Financial Statements of the Company.
26. Obligation of Company under The Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal) Act 2013
The Company has zero tolerance for sexual harassment of women at workplace and hasadopted a Policy for prevention prohibition and redressal of sexual harassment atworkplace in terms of provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. Allwomen employees (permanent temporary contractual and trainees) as well as any womenvisiting the Companys office premises are covered under the Policy. During the yearunder review no complaint was filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Directors take this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.
| ||For and on behalf of the Board of Directors |
|Place : Pune ||Amit B. Kalyani |
|Date : June 26 2020 ||Chairman |