kalyani commercials ltd Directors report

To,

The Members,

Kalyani Commercials Limited

The Board of Directors of your Company is pleased to present the 38^th Directors Report on business and operations of the Company, along with Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS

The Financial performance of the Company for the Financial Year ended 31^st March, 2023 is summarized below: -

Particulars	For the year ended 31.03.2023	For the year ended 31.03.2022
Total Revenue	3,32,23,80,688.06	2,30,68,30,628.63
Total Expenses	3,27,82,58,091.64	2,27,99,19,575.21
Profit Before Tax & Extraordinary Item	4,41,22,596.42	2,69,11,053.42
Extraordinary Item	0.00	60,13,653.25
Tax Expenses
- Current Tax	1,20,00,000.00	72,00,000.00
- Deferred Tax Liability(Net)	4,28,247.00	8,46,261.00
- Income Tax Earlier Year	1,66,284.93	0.00
Profit / Loss For The Year After Tax	3,15,28,064.49	2,48,78,445.67
Share of Profit or loss from associate	-	-
Total Other Comprehensive	1,35,487.00	44,76,787.00
Income / (Loss)
Total Comprehensive Income / Loss	3,16,63,551.49	2,93,55,232.67
Profit attributable to
a) Parent	-	-
b) Non-Controlling	-	-
Other Comprehensive Income attributable to
a) Parent	-	-
b) Non-Controlling	-	-
Earnings Per Share (EPS)
a) Basic	31.53	24.88
b) Diluted	31.53	24.88

2. STATE OF COMPANYS AFFAIRS

The Company is actively engaged in the trading of Heavy Commercial Vehicles, Three Wheelers, and provides servicing for these vehicles as an authorized dealership of TATA and Bajaj. This aspect of the Companys operations contributes significantly to their overall revenue stream and market presence.

Moreover, the Company has also ventured into the petroleum product sector and secured a dealership with Bharat Petroleum Limited. This strategic move enables them to distribute and market petroleum products, further diversifying their business portfolio.

With a focus on growth and profitability, the Company aims to leverage its expertise in the automotive sector and its association with reputable brands like TATA, Bajaj, and Bharat Petroleum Limited to tap into the expanding market opportunities in India.

Furthermore, the Company is committed to expanding its business operations to reach new markets and customer segments. By exploring untapped opportunities, they aim to widen their customer base and achieve sustainable growth.

As the Company continues to prioritize customer service and quality, it seeks to enhance its offerings in the automobile and petroleum sectors through innovation and investment in the near future. Additionally, the Companys commitment to operational excellence and cost-cutting initiatives is expected to yield positive outcomes in optimizing resources and driving financial efficiency.

The combination of a forward-looking strategy, market diversification, and a strong emphasis on operational improvements positions the Company to capitalize on the projected positive momentum in the Indian economy effectively, leading to sustained growth and success in the years to come. Initially Company was registered as a Non Deposit Accepting Non-Banking Finance Company (NBFC) with a Certificate of Registration (14.00928) from the Reserve Bank of India (RBI), the Company made a strategic decision to apply for the surrender of its NBFC status on the 28th of June, 2019.

After a wait, the RBI granted approval to the Companys application for surrender, effective from the 22nd of May, 2023. The approval was conveyed through an official order letter (No. . . ( . .) S169/05/13/0199/2023-24) dated 22nd May 2023, subject to compliance with specific requirements.

As a result of this decision, the Company ceased its operations as an NBFC and is no longer involved in the acceptance of deposits. Instead, it currently conducts its primary business activities as a going concern, which include trading in Commercial Vehicles and operating as a Petroleum dealership with Bharat Petroleum Limited (BPCL).

3. OPERATIONAL PERFORMANCE

During the period, the company achieved the Standalone turnover of Rs. 331,98,48,198.44/- (Rupees Three Hundred Thirty-One Crores Ninety-Eight Lakhs Forty-Eight Thousand One Hundred Ninety-Eight and Forty-Four Paisa only) for the year ended 31^st March, 2023 as against Rs. 229,66,45,454.82/- (Rupees Two Hundred Twenty-Nine Crores Sixty-Six Lakhs Forty-Five Thousand Four Hundred Fifty-Four and Eighty-Two Paisa only) for the year ended 31^st March, 2022. The Company earned a profit of Rs.

315,28,064.49/- (Rupees Three Crores Fifteen Lakhs Twenty-Eight Thousand Sixty-Four and Forty-Nine Paisa only) during the year ended 31^st March, 2023 as against the profit of Rs. 248,78,445.67/-

(Rupees Two Crores Forty-Eight Lakhs Seventy-Eight Thousand Four Hundred Forty-Five and Sixty-Seven Paisa) in previous year ended 31^st March, 2022.

4. DIVIDEND

After considering the financial and non-financial factors prevailing during the Financial Year 2022-23, the Board of Directors have decided not to recommend dividend this year. However, the Directors are hopeful for better results in enduing future.

5. RESERVES AND SURPLUS

The Company has Rs. 14,33,32,910.27 (Rupees Fourteen Crore Thirty-Three Lakh Thirty-Two Thousand Nine Hundred Ten and Twenty-Seven Paisa only) in the reserve and surplus. During the year the Company has transferred Rs. 3,15,28,064.49 (Three Crore Fifteen Lakhs Twenty-Eight Thousand Sixty-Four and Forty-Nine Paisa only) in its Retained Earnings.

6. CHANGES IN CAPITAL STRUCTURE

During the year under review, the share capital of the company remains unchanged and the company has also not issued any equity shares with differential rights and sweat equity shares.

7. LISTING OF SECURITIES

The 1,000,000 equity shares of Rs. 10/- each of the Company are listed on National Stock Exchange of India Limited (NSE) w. e. f., February 13, 2017.

The Annual listing fees for the Financial Year 2023-24 have been paid to the Stock Exchange within the time limits as prescribed by the Exchange.

8. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary.

Further, the Company does not have any associates and joint venture companies. The disclosure of particulars with respect to information related to performance and financial position of joint ventures or associate Companies subject to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.

9. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was payable or outstanding as on 31^st March, 2023.

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

10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

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

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto 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 Key Managerial Personnel are as follows:

1. Ms. Manushree Agarwal re-appointed as Non-Executive Director of the Company w.e.f, 23^rd September, 2022.

2. Ms. Geetanjali Sharma resigned from the position of Company Secretary and Compliance Officer w.e.f July 13^th, 2022.

3. Mr. Suranjan Upadhyay was appointed as the Company Secretary and Compliance Officer w.e.f. July 21^th, 2022.

Further, list of directors/KMP is mentioned herein below for your reference:

LIST OF DIRECTORS AS ON 31^ST MARCH, 2023:

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

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31^ST MARCH, 2023:

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. Mr. Suranjan Upadhyay	Company Secretary and Compliance Officer

12. MEETINGS OF BOARD HELD DURING THE F.Y. 2022-2023

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

Board of Directors	Audit Committee	Nomination & Remuneration Committee	Shareholder Grievance Committee	Independent Directors Meeting	Internal Complaint Committee
13 Meetings	5 Meetings	3 Meetings	1 Meetings	1 Meeting	1 Meeting

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

13. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31^ST MARCH 2023:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013, the objective of the audit committee is to review internal control and internal audit system, to ensure accurately and timely disclosures, to ensure accurately and timely compliances with all accounting standards, policies and applicable laws, to monitor and provide an effective supervision of the Managements financial reporting process with the highest levels of transparency, integrity and quality of financial reporting. The composition 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 audit committee during the Financial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the committee is to evaluate the performance of all the Directors on the board of the company, to Identify individuals qualified to serve as Directors (executive directors, non-executive directors and independent directors) or to serve in senior management and to review their remuneration, consistent with criteria approved by the Board, and to recommend to the Board for their approval. The composition of Nomination and Remuneration 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) SHAREHOLDERS GRIEVANCE COMMITTEE:

In order to comply with the Good Corporate Governance Norms, the Company has constituted this committee. The purpose of the committee is to assist the Board and the Company in maintaining healthy relationships with all stakeholders. The composition of Shareholders 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 Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the purpose of adhering the Complaints of employees regarding Sexual Harassment.

S. Name of Member No.	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 of independence, as required pursuant to provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in subsection (6) and Regulation 25 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 and Disclosure Requirements) Regulations, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All independent directors inducted into the Board attend an orientation program. Presentations are regularly made at the meetings of the Board and its various Committees on the relevant subjects. The details of programs for familiarization of Independent Directors can be accessed on the Companys website.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

1.) In the preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2.) The Directors have 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 Companies as at 31^st March, 2023 and of the profit/loss of the Company for the period ended on that date;

3.) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4.) The Directors have prepared the annual accounts on a going concern basis;

5.) The Directors have laid down proper internal financial controls to be 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 with the 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 K. Prasad & Co., Chartered Accountants, (Firm Registration No. 002755N) Statutory Auditors of the Company have been appointed by the Board at the Meeting of the Board to hold office for a period of 1 year from the date of such meeting held on 24^th January, 2023.

The Audit Report submitted by Statutory Auditor on Annual Standalone Financial Statement for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer except the following:

Remark 1:

The Dues outstanding in respect of Income Tax and VAT on account of disputes 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	AO)

Income Tax Demand for FY 2010-11 or Rs. 3.74 Lac reduced to Rs. 11785 plus interest by CIT (A) vide his order dated 23.04.2023. Actual liabilities of income tax Rs. 11785 plus Interest will be booked in FY 2023-24 by management.

Board Reply:

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

Remark 2:

The Company has defaulted in payment of following dues to bank or financial institution during the year which were paid on or before the Balance Sheet Date. The Company did not have outstanding debenture during the year:

Bank/NBFC	No. of months of default	Delay in No. of Days	Total amount
Tata Motor Finance Solution Limited	4	0-30 days	5.64 Lakhs

Board Reply:

During the year, there was a payment default to a bank or financial institution. However, we are pleased to inform you that all outstanding dues were settled on or before the Balance Sheet Date, and there were no outstanding debentures during the year. We remain committed to sound financial management and ensuring the Companys success.

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 the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. GA & Associates, Company Secretaries LLP as Secretarial Auditor of the Company for the financial year 2022-23. Secretarial audit report as provided by M/s. GA & Associates Company Secretaries LLP is also annexed to this Report, in the prescribed Form MR-3, as "Annexure-II".

The Secretarial Audit Report for the financial year ended March 31, 2023 forms part of this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except the following:

Remark 1: The Company was registered u/s 45-IA of the Reserve Bank of India Act, 1934 as a Non-

Banking Financial Company ("NBFC") besides its other business activities. It has made voluntary application to Reserve Bank of India ("RBI") for surrender of its NBFC status vide company letter dated

28.06.2019, which was still in process as on 31st March, 2023. Further, RBI directed through its email dated 18th December, 2020 requiring Company to hold the status of NBFC till the application for surrender of Certificate of Registration (COR) is accepted and taken on records of RBI, hence the company resolved to continue with the status of NBFC. However, the company is not doing any business of NBFC and continued to run its normal business activities i.e. trading in Commercial Vehicle and Petroleum dealership of BPCL. Pursuant to this the Company has prepared its financial statements as per Ind AS. In consideration of the above facts, the Company had stopped complying with the NBFC laws and provisions as applicable under Reserve Bank of India Act, 1934 and Master Direction - Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, etc. from the date of application of surrender of COR.

RBI has approved the Companys application for surrender of Certificate of Registration with effect from 22.05.2023 vide its order letter No S169/05.13.099/2023-24 dated 22.05.2023. Currently the company is not carrying out business of NBFC and is running its other business activities i.e. trading in Commercial Vehicle and Petroleum dealership of BPCL as going concern.

Board Clarification 1: The Company has received approval on its surrender application vide RBI Press release dated 26th May 2023 and by RBI order dated 22nd May 2023

Remark 2: CIC Registration as provided under the Reserve Bank of India Circular No. DNBS (PD).CC. No 200 / 03.10.001/ 2010-11 dated 17th September, 2010 and related notifications issued in relation of the same, has not been acquired by the Company. However, the Company is not required to obtain the same at the current date as its NBFC license has been surrendered.

Board Clarification 2: Since, the company has stopped its NBFC activities and has made application for the Surrender of Certificate of Registration, and it is approved by RBI so it will not be proceeding for the said registration.

Remark 3: The Company has not completed its C-KYC registration with Central Registry of Securitization Asset Reconstruction and Security Interest (CERSAI). However, the Company is not required to obtain the same at the current date as its NBFC license has been surrendered.

Board Clarification 3: Since, the company has stopped its NBFC activities and has made application for the Surrender of Certificate of Registration, and it is approved by RBI so it will not be proceeding for the said registration.

18. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 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 Schedule V shall not be mandatory, for the time being, in respect of the following class of companies: A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since the Companys paid-up share capital and net-worth doesnt exceeds the prescribed threshold limits therefore, Regulations 17 to 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and Para-C, D and E of Schedule 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 to have a formal annual evaluation of the performance of the Board, its Committees and the Directors individually. In pursuance of the aforesaid provisions of the Companies Act, 2013 and Listing Regulations, including the Guidance Note issued by SEBI on Board Evaluation, the Board carries out the annual evaluation of its own performance, the working of its various Committees as well as the evaluation of its Directors individually.

The evaluation process comprises of both assessment and review, including analysis of the functioning of the Board and its Committees, the time spent by it in considering matters and whether the terms of reference of its Committees have been met, besides complying with the provisions of the Companies Act, 2013 and Listing Regulations. The evaluation of the performance of the Board, its Committees and individual directors was done, after seeking inputs from all the Directors by way of a questionnaire.

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

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

ACT, 2013

As required to be reported pursuant to Section 134(3)(g) of Companies Act, 2013, the Complete details of Loans, Investments, Guarantees and Securities covered under 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	18,050,000
Ganganagar Automobile Private limited	2,500,000
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 regulators or courts or tribunals impacting the going concern status and Companys operations in future. However, the Company has made an application to RBI for voluntary surrender of Certificate of Registration on 28^th June, 2019. The Status of the application is still under process with the RBI as on 31^st March, 2023

However, with effect from 22.05.2023 RBI has approved the Companys application for surrender of Certificate of Registration vide its order letter No. S169/05/13/0199/2023-24 dated 22.05.2023 subject to the fulfilment of certain compliance. Currently the company is not carrying out business of NBFC and is running its other business activities i.e., trading in Commercial Vehicle and Petroleum dealership of BPCL as going concern.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board of Directors in its meeting held on 28^th June 2019 has decided to surrender its Certificate of Registration (COR) bearing Regd. No. 14.00928 as a non - deposit accepting Non-Banking Financial Company (NBFC) issued by the Reserve Bank of India (RBI), dated 2nd June, 1998, consequently the Company has ceased to carry its NBFC activities. In consideration of the above facts, the Company had stopped complying with the NBFC laws and provisions as applicable under Reserve Bank of India Act, 1934 and Master Direction - Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016, etc. from the date of application of surrender of COR.

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

In addition to above, there have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this report

23. CHANGE IN THE NATURE OF BUSINESS

The Company has undergone a significant change in the nature of its business operations. It has successfully filed an application for surrendering its Certificate of Registration (COR) as a non-deposit accepting Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI). Consequently, the Company has ceased all business activities as an NBFC.

The RBI has officially approved the Companys application for surrender w.e.f. 22^nd May, 2023, subject to certain compliance requirements. With the approval in place, the Company is no longer engaged in the business of an NBFC and has shifted its focus entirely to other business activities.

Currently, the Company operates as a going concern in the trading of Commercial Vehicles and as a Petroleum dealership for BPCL. These ventures are now the primary drivers of the Companys operations and financial performance.

This strategic shift in business direction demonstrates the Companys adaptability and commitment to thrive in the market by capitalizing on its strengths and exploring opportunities in new sectors. As always, we remain dedicated to ensuring the Companys growth, profitability, and long-term success.

24. SECRETARIAL STANDARDS OF ICSI

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

25. RISK MANAGEMENT

Risk is an integral and unavoidable component of business and the Company has been addressing and analyzing various risks impacting the Company including details of significant changes in key financial ratios which is more fully provided in annexed Management Discussion and Analysis Report attached herewith and forms part of this Annual Report. The Company has a robust risk management process to identify key risks across the Group, and prioritize action plans to mitigate them. The proceedings of the review process include discussions on the managements submissions on risks, prioritization of key risks and approval of action plans to mitigate such risks. Some of the uncertainties and risks that can affect the business are technological changes, changing 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 HEDGING ACTIVITIES

Your Company does not have material exposure of any commodity or foreign 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 15^th 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 as Annexure III.

i. The ratio of remuneration of each director to the median remuneration of the employees of the

Company for the financial year 2022-23:

S. No. Directors	Ratio to median remuneration
1 Mr. Shankar Lal Agarwal	3.049
2 Mr. Sourabh Agarwal	6.098
3 Ms. Manushree Agarwal	12.19
4 Ms. Nikhita Agarwal	NIL
5 Mr. Gagan Anand	NIL

ii. There has been increase in the remuneration of Managing Director, Whole Time Director/CFO of the Company in the financial Year 2022-2023.

iii. There has been 36.51% increase in the median remuneration of employees in the financial year

2022-23.

iv. The total number of permanent employees on the rolls of the Company during the financial year was

178.

v. There has been an average percentile increase of 25.16% in the salaries of employees and 100% increase in managerial personnel as well. The total remuneration to employees for the Financial Year 2022-23 was Rs. 4,17,40,324.66/- as compared to Rs. 3,34,47,655/- in the Financial Year 2021-22.

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

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

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

RULES, 2014

No Directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs. 10,200,000/- per annum or more when employed for whole of the year, under the provision of Rule 5 (2) & (3) of The Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time.

29. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The

Companys Human Resources is commensurate with the size, nature and operation of the Company. It looks

30. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our 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 the basis 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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689332411_deb88 bfca9d0633aa101.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689332354_5c01ae e597c013c6dcf5.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591436_c1c723 523f63a2915cf2.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591489_322bfc 561b788587d09f.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591224_02624 7f6167b504559cb.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591302_0048c
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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591349_d7cd9 af574a796f383bf.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591536_1a1db 6166a7441670013.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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591826_c5b2e
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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1689591883_bbe1a
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://kalyani.gvpltrucks.com/media/uploads/policy/policy_1690969919_aade9 dbc651dd660527b.pdf

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

Your Company is committed to ensuring that all are treated with dignity and respect and having zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and adequate access has been provided to complainants who wish to register a complaint under the policy. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

32. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the FY 2022-23.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

34. ANNUAL RETURN

The draft Annual Return in Form MGT-7 for the Financial Year 2022-23 is uploaded on the website of the Company and the same could be accessed by clicking on following link: http://kalyani.gvpltrucks.com/annual-return

35. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2023 and is annexed as Annexure- IV of this Annual Report for the reference of the stakeholders.

36. INTERNAL AUDIT & CONTROL

During the year under review, the internal control and internal audit system was adequate in the company and is working effectively and efficiently. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

Further, pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, M/s Gopal Sharma & Co. Chartered Accountants FRN: 0028 03C, is the Internal Auditor of the Company for the Financial Year 2022-23 who performed all the duties as required to perform by the Internal Auditor under the Companies Act, 2013.

37. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

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

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no oneztime settlement of loans taken from banks and Financial Institutions.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

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

40. GREEN INITIATIVES IN CORPORATE GOVERNANCE

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

Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders. To support the ‘Green Initiative, members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

41. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the companys operations include: domestic demand and supply conditions affecting selling prices, new capacity additions, availability of materials and their cost, changes in government policies and tax laws, economic development of the country, 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 of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation, continued guidance, support and look forward to their continued support in future. The Directors would also like to place on record the sincere dedication, commitment and hard work of our employees and their contribution to your Companys performance. We are deeply grateful for the confidence and faith that you have always reposed in us.