The Directors have pleasure in presenting the Ninth Annual Report on the business andoperations of the Company together with Audited Financial Statements for the FinancialYear ended 31st March 2018.
|1. Financial Highlights (on stand-alone basis) || || || |
| || || ||(Rs. in Million) |
| || ||2017-18 ||2016-17 |
|Revenue from Operations ||: || || |
|Other Income ||: ||327.749 ||142.324 |
|Total Revenue ||: ||327.749 ||142.324 |
|Total Expenditure ||: ||22.883 ||21.039 |
|Profit before Exceptional Items and Tax ||: ||304.866 ||121.285 |
|Exceptional Items ||: ||(150.132) ||(1.485) |
|Profit before Tax ||: ||154.734 ||119.800 |
|Tax (Expenses) / Savings ||: ||(0.560) ||0.075 |
|Profit after Tax ||: ||154.174 ||119.875 |
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 31st March 2018.
During the year under review it is proposed to transfer 3Rs. 30.835 Million to ReserveFund (Under Section 45-IC(1) of the Reserve Bank of India Act 1934). An amount of 3Rs.3622.675 Million is proposed to be retained as Surplus in the Statement of Profit andLoss.
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 Auditors of the Company viz. M/s. P.G. BhagwatChartered Accountants Pune confirming compliance with conditions of Corporate Governanceis 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.
Mr.C.G. Patankar Independent Director of the Company resigned with effect from 11thAugust 2017 due to his other pre-occupations and ceased to be the Director of theCompany. The Board places on record its appreciation of the valuable contributions made byMr.Patankar during his tenure as Director of the Company.
Mr.S.S. Vaidya Independent Director of the Company resigned with effect from 18th May2018 due to health reasons and ceased to be the Director of the Company. The Board placeson record its appreciation of the valuable contributions made by Mr.Vaidya during histenure as Director of the Company.
The Board of Directors at its meeting held on 18th May 2018 had co-optedMr.Shrikrishna K. Adivarekar as an Additional Independent Director for the period of 5(five) years from 18th May 2018 to 17th May 2023 subject to approval of the members atthe ensuing Annual General Meeting.
Mr.B.B. Hattarki Independent Director on the Board of the Company is seekingre-appointment for a second term of 5 (five) years with effect from 1st April 2019 to31st March 2024.
These appointments / re-appointments form part of the Notice of the Annual GeneralMeeting and the Resolutions are recommended for your approval. Profiles of these Directorsare 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. Performance evaluation has been carried outas per the Board Diversity and Remuneration Policy.
6.2 Board Diversity and 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 Board Diversity and Remuneration Policy is available on the website ofthe Company. (Web-link : http://www.kalyani-investment.com/corporate-social-responsibility-csr/board-diversity-remuneration/)
6.3 Meetings of the Board
During the Financial Year 2017-18 five 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 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 31st March 2018 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 31st March 2018 and of the profitof the 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 31st March2018 on 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.
The details of CSR Activities undertaken by the Company are annexed herewith asAnnexure A. The CSR Policy is available on Companys website. (Web-link :http://www.kalyani-investment.com/corporate-social-responsibility-csr/)
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/corporate-social-responsibility-csr/related-party-transaction/)
11. Risk Management
The Company recognises 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 31st March 2018 The Audit Committee comprises of Mr.B.B. Hattarki Chairman ofthe Committee and Independent Director Mr.S.S. Vaidya and Mr.R.K. Goyal IndependentDirectors.
All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during the Financial Year 2017-18.
13. Auditor and Auditor's Report
The members at their Eighth Annual General Meeting held on 1st August 2017 hadappointed M/s. P.G. Bhagwat Chartered Accountants Pune as Auditors of the Company tohold office for the period of five years i.e. from the conclusion of Eighth Annual GeneralMeeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022and the said appointment was subject to ratification by members at every Annual GeneralMeeting.
The Companies (Amendment) Act 2017 has amended Section 139(1) of the Companies Act2013 effective from 7th May 2018 whereby first proviso to Section 139(1) is omittedwhich provided for ratification of appointment of Auditors by members at every AnnualGeneral Meeting.
In view of the same the Board of Directors have proposed to ratify appointment of M/s.P.G. Bhagwat Chartered Accountants Pune (Firm Registration No.101118W) as Auditors ofthe Company for the period of four years i.e. from the Conclusion of this Annual GeneralMeeting till the conclusion of the Thirteenth Annual General Meeting to be held in 2022.
The Company has received letter from M/s P.G. Bhagwat Chartered Accountants to theeffect that ratification of appointment if made would be within the prescribed limitsunder Section 141(3)(g) of the Companies Act 2013 and that they are not disqualified forappointment.
The Directors recommend ratification of appointment of Auditors from the conclusion ofensuing Annual General Meeting till the conclusion of the Thirteenth Annual GeneralMeeting to be held in 2022.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and hence do not call for any further comments. The Auditors Reportdoes not contain any qualification reservation adverse remark or disclaimer.
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 2017-18. The Secretarial Audit Report for theFinancial Year ended 31st March 2018 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 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 Boardis uploaded on the Companys website. (Web-link :http://www.kalyani-investment.com/corporate-social-responsibility-csr/whistle-blower/)
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 31st March 2018which 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. Familiarisation Programme
The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarise 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 familiarisation of Independent Directors with the Companyare put up on website of the Company. (Web-link :http://www.kalyani-investment.com/board-of-directors/)
23. Subsidiaries Joint Ventures or Associate Companies
The Company does not have any Subsidiary / Joint Venture.
As on 31st March 2018 the Company has two associates. A statement containing thesalient features of the financial statement of the Associate Companies in the prescribedformat AOC1 is annexed hereto as Annexure E.
24. 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.
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 : 18th May 2018 ||Chairman |