The Directors have pleasure in presenting the Twelfth Annual Report on the business andoperations of the Company together with Audited Financial Statements for the FinancialYear ended March 31 2021.
1. Financial Highlights (on stand-alone basis)
| || ||(Rs. in Million) |
| ||2020-21 ||2019-20 |
|Revenue from Operations ||126.04 ||481.62 |
|Other Income || ||1.70 |
|Total Revenue ||126.04 ||483.32 |
|Total Expenditure ||33.12 ||53.43 |
|Profit before Tax ||92.92 ||429.89 |
|Tax Expenses ||14.97 ||3.72 |
|Profit after Tax ||77.95 ||426.17 |
2. Dividend & Reserves
The Directors do not recommend any Dividend on Equity Shares for the financial yearended March 31 2021. During the year under review it is proposed to transfer '15.59 Million to Reserve Fund (Under Section 45-IC(1) of the Reserve Bank of India Act1934). An amount of ' 1033.13 Million is proposed to be retained as RetainedEarnings.
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 Mrs.Deeksha A. Kalyani Director of the Company is retiring by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
This re-appointment forms part of the Notice of the Annual General Meeting and theResolution is recommended for your approval. Profile of Mrs.Deeksha A. Kalyani Directoris given in 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 andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors on the basis of criteria such as theBoard composition and structure effectiveness of board processes information andfunctioning.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as composition of the committeeeffectiveness of the committee meetings information and functioning.
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 and 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
During the Financial Year 2020-21 four Board Meetings were convened and held. Also aseparate meeting of Independent Directors as prescribed under Schedule IV of the CompaniesAct 2013 was held. The details of meetings of the Board of Directors are provided in theReport on Corporate 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 the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and that there are no materialdepartures;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit ofthe Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors have prepared the annual accounts for the year ended March 31 2021on a 'going concern' basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable 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 as amended.
The details of CSR Activities undertaken by the Company are annexed herewith asAnnexure "A". The CSR Policy is available on Company's 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 Company's 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 2021 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 2020-21.
13. Auditor and Auditor's Report
During the year the Company's Auditors viz. P.G. Bhagwat Chartered Accountants aPartnership Firm was converted and incorporated as Limited Liability Partnership (LLP). PG Bhagwat LLP (Firm Registration No.101118W/W100682) holds the office till the conclusionof the Thirteenth Annual General Meeting to be held in 2022.
The Notes on Financial Statements referred to in the Auditor's Report areself-explanatory and hence do not call for any further comments. The Auditor's Report doesnot contain any qualification reservation adverse 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 2020-21. The Secretarial Audit Report for theFinancial Year ended March 31 2021 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. Annual Return
The Company shall upload a copy of Annual Return for FY 2020-21 on its Web-site viz.www.kalyani-investment.com as soon as it has been filed with Registrar of Companies.
17. Whistle Blower Policy
The Company has vigil mechanism named 'Whistle Blower Policy' wherein theemployees/directors can report the instances of unethical behavior actual or suspectedfraud or any violation of the Code of Conduct and/or laws applicable to the Company andseek redressal. This mechanism provides appropriate protection to the genuine WhistleBlower who avail of the mechanism. During the year under review the Company has notreceived any complaint under the said mechanism. The Whistle Blower Policy as approved bythe Board is uploaded on the Company's 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 2021which may affect the financial position of the Company or may require disclosure.
21. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
22. Familiarization Programme
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices.Periodic presentations are made at Board Meetings Board Committee Meetings on businessand performance updates of the Company global business environment business strategy andrisks 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/financials/policies/)
23. Subsidiaries Joint Ventures or Associate Companies
The Company does not have any Subsidiary/Joint Venture.
As on March 31 2021 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 "D".
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 "E".
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 of womenat workplace 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 Company's office premises are covered under the Policy. During the year underreview no complaint was filed pursuant to the Sexual Harassment of Women at Workplace(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 : May 18 2021 ||Chairman |