Kalpa Commercial Ltd Directors Report.

Dear Members,

Directors of the company are pleased to present the Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2017

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Details Year Ended 31.03.2017 Year Ended 31.03.2016
Total Revenue 579.59 527.19
Expenditure 564.16 510.42
Depreciation - -
Exceptional Items - -
Profit/(Loss) before Tax 15.42 16.78
Profit/(Loss) after Tax 10.65 11.60

Financial Performance:

During the year under review, your company has generated Rs. 526.91 Lakhs revenue from operations as compared to Rs. 464.08 Lakhs in financial year 2015-16. In the Year 2016-2017, the company performed very well in current financial year, board of Directors, individually and collectively committed to maintain the same pace of growth in the profits of company in near future.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs 102,500,000 (Rupees Ten Crore Twenty Five Lakhs) divided into 102,500, 00 (One Crore Two Lacs Fifty Thousands) equity shares of Rs 10 each. There has been no change in the share capital of the Company during the year.

DIVIDEND

In view of the inadequate profits and requirement of the funds for expansion and growth plans, The Board of Directors does not recommend any Dividend.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows:

Amount in Rs.

Particulars 31/03/2017 31/03/2016
Securities Premium Account
Opening Balance 492,500,000 492,500,000
Addition during the year - -
Adjustment on amalgamation (75,000,000) (75,000,000)
Closing Balance 417,500,000 417,500,000
Surplus in Statement of Profit and Loss
Opening balance 4,218,521 3,058,432
(+) Net Profit for the year 1,065,733 1,160,089
Closing Balance 5,284,254 4,218,521
Grand Total 422,784,255 421,718,522

AUDITORS

The Members of the Company had at its Annual General Meeting held on 30th September 2015 approved the appointment of M/s. Sudhir Agarwal & Associates, Chartered Accountants having registration No. 509930C as the Statutory Auditor of the Company, till the conclusion of ensuing Annual General Meeting (AGM). However the said Auditors resigned w.e.f. 07.08.2017. The said Auditors have furnished resignation letter to the company.

On the recommendation made by Audit committee to board of directors, the board recommended appointed M/s Amit Manoj & Co., Chartered Accountants, Firm Registration No. 009905N on 07.08.2017 as the Statutory Auditors of the Company till the conclusion of next five Annual General Meetings of the company to be held till 2022.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

AUDITORS REPORT

The Auditors report on the financial statement for the financial year 2016-17 is self explanatory. Auditors report is attached herewith Annual Report.

SECRETARIAL AUDITOR

The Board of Directors has appointed N S & ASSOCIATES, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17. The Secretarial Audit Report is annexed herewith and marked as Annexure III to this Report.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and subject to rule 8 of (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors appointed Mr. Saurabh Jain, Chief Financial Officer of the company but due to resignation of Mr. Saurabh Jain, board of directors appointed Mr. Tejas Abhirambhai Nathwani as chief financial officer of the Company.

CORPORATE GOVERNANCE REPORT

The directors of the company are committed to adopt best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report in Annexure I to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under regulation 34(2)(e) SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is attached in Annexure II to this Report.

BOARD EVALUATION

To increase transparency and efficiency of the board of directors, the board himself carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of nonindependent director, performance of the Board as a whole and performance of Chairman was evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure IV to this Report.

RISK MANAGEMENT

The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2017 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17:cant be calculated as no remuneration has been given to any Director during the relevant year.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2016-17:NIL

iii) The percentage increase in the median remuneration of employees in the financial year 2016-17:

iv) The number of permanent employees on the rolls of company: 8

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amount in Lacs

2016-17 2015-2016 Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum basis) 2.55 2.22 0.33
Managing Director/Director (Per Annum basis) NIL NIL NIL
CFO NIL NIL NIL
Company Secretary (Per Annum basis) NIL NIL NIL

vi) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy framed for Directors by the company.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

All the directors are hereby jointly and individually affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

LISTING ON THE STOCK EXCHANGE

The Companys shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. There were no related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Companys website at the link: www.kalpacommercial.in

The details of the transactions with related party are provided in the accompanying financial statements.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-V to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2017, 9 (Nine) meetings of the Board of Directors were held as against the statutory minimum requirement of 4 (Four) meetings as per provision of section 173 of

Companies Act, 2013. None of the two Board Meetings have a gap of more than 120 days between them. The dates of board meeting are mentioned below:

Date

11.04.2016

28.05.2016

30.05.2016

12.08.2016

03.09.2016

14.11.2016

16.01.2017

21.01.2017

14.03.2017

C) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or Violation of the Companys code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Companys website at the link: www.kalpacommercial.in

D) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company strictly adopted zero tolerance policy towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2016-17, the Company has received no complaints on sexual harassment.

E) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements of the company; please refer financial statement for the same.

F) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

SUBSIDIARY COMPANY

Kalpa Commercials Limited does not have any Subsidiary Company/ies.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31st March, 2017 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(i) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY; The Company as well as Board of Directors are conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

(ii) THE STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCES OF ENERGY; The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, LED fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

(iii) THE CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS; Your company has nil capital investment on energy conservation equipments.

(B) Technology absorption-

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

(a) The details of technology imported:

(b) The year of import:

(c) Whether the technology been fully absorbed:

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development. N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2016-2017 (Amount) Year 2015-2016 (Amount)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments connected with the business of the Company, Banker of the Company, Shareholders, Suppliers as well as other Institutions for their co-operation and continued support.

b) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

301, Neelkanth Chambers-II,

Plot By Order of the Board

no.14, LSC Saini Enclave, Delhi

For Kalpa commercial limited

110092

Sd/- Sd
Tejas Abhirambhai Nathwani Parag Mittal
Place: New Delhi Managing Director Director
Dated: 31.08.2017 DIN:07898111 DIN:03091446