To
The Members,
The Directors have pleasure in presenting the Fourteenth Annual Report
on the business and operations of the Company together with Audited Financial Statements
for the Financial Year ended March 31, 2023.
1. Financial Highlights (on stand-alone basis)
( in Million)
|
|
2022-23 |
2021-22 |
| Revenue from Operations |
: |
595.02 |
392.04 |
| Other Income |
: |
0.41 |
0.26 |
| Total Income |
: |
595.43 |
392.30 |
| Total Expenditure |
: |
30.84 |
29.97 |
| Profit before Tax |
: |
564.59 |
362.33 |
| Tax Expenses |
: |
138.80 |
101.90 |
| Profit a% er Tax |
: |
425.79 |
260.43 |
2. Dividend & Reserves
The Directors do not recommend any Dividend on Equity Shares for the
financial year ended March 31, 2023. During the year under review, it is proposed to
transfer 85.16 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve
Bank of India Act, 1934). An amount of 1,582.10 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 stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented as a part of the Corporate Governance Report.
4. Corporate Governance
The Company has always recognized that Corporate Governance is not just
a principle to be followed but an e! ort to adopt the industrys best practices that
focus on transparency in its Affairs, the functioning of the Management and Board and
accountability towards stakeholders. A separate section on Corporate Governance and the
requisite certificate from Secretarial Auditors of the Company viz. M/s. SVD &
Associates, Company Secretaries, Pune, regarding compliance of conditions of Corporate
Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to Report on Corporate Governance.
5. Deposits
During the year under review, the Company has not accepted any deposits
from the public.
6. Directors
The Companys Board comprises of highly experienced and competent
individuals. They possess strong financial acumen and leadership qualities and are
committed to dedicate su cient time for the Company.
In terms of the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mrs.Deeksha A. Kalyani Director of the Company, is retiring
by rotation at the ensuing Annual General Meeting and being eligible, off ers herself for
re-appointment.
Mr.S.G. Joglekar, Independent Director of the Company is seeking
re-appointment for a Second Term of 5 (Five) consecutive years with effect from March 26,
2024 to March 25, 2029.
The Nomination and Remuneration Committee along with the Board of
Directors of the Company have recommended these re-appointments and hence, they form part
of the Notice of the Annual General Meeting and are recommended for your approval.
Profiles of these Directors are given in the Report on Corporate Governance for reference
of the members.
The Company has received declarations from all Independent Directors
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the Board, there exist no circumstances
or situations that could impair or a! ect the ability of Independent Directors towards
discharging their duties.
6.1 Board Evaluation
The Board of Directors carried out an annual evaluation of its own
performance, Board Committees and Individual Directors in accordance with the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board formally evaluated its own performance based on parameters
which, inter alia, include performance of the Board on deciding long term strategy, rating
the composition and mix of Board members, discharging of governance and fifiduciary
duties, handling critical issues etc.
The parameters for the performance evaluation of the Directors include
contribution made at the Board meeting, attendance, instances of sharing best practices,
domain knowledge, vision, strategy, engagement with senior management etc.
The Independent Directors at their separate meeting reviewed the
performance of Non-Independent Directors, Chairman of the Company and the Board as a
whole, a% er taking into account the views of Executive Director and Non-Executive
Directors, the quality, quantity and timeliness of + flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
6.2 Nomination & Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia,
provides that the Nomination and Remuneration Committee shall formulate the criteria for
appointment of Directors on the Board of the Company and persons holding Senior Management
positions in the Company, including their remuneration and other matters as provided under
Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is uploaded on the website of the Company at
the Web-link : www.kalyani-investment.com/financial/policies.
6.3 Meetings of the Board
During the Financial Year 2022-23, seven Board Meetings were convened
and held. A separate meeting of Independent Directors as prescribed under Schedule IV of
the Companies Act, 2013 was also held. The details of meetings of Board of Directors are
provided in the Report 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, with respect to Directors Responsibility Statement, it is hereby confirmed
that : i) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and that there are no material
departures; ii) 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 Company as at March 31, 2023 and
of the profit of the Company for that period; iii) the Directors have taken proper and su
cient 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; iv) the Directors have prepared
the annual accounts for the year ended March 31, 2023, on a going concern basis; v) the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and vi)
the Directors have devised proper systems to ensure compliance with the provisions of 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 since
your Company is not engaged in manufacturing, neither has any foreign collaboration and
nor has exported and / or imported any goods or services.
9. Corporate Social Responsibility
As a part of its initiatives under Corporate Social Responsibility
(CSR), the Company has undertaken various activities in the areas of education. These
activities are carried out in terms of Section 135 read with Schedule VII of the Companies
Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The details of CSR Activities undertaken by the Company are annexed
herewith as Annexure "A". The CSR Policy is uploaded on the website of the
Company at the Web-link : www.kalyani-investment.com/financial/ policies.
10. Related Party Transactions
The Company has a well-Defined process of identification of related
parties and transactions with related parties. All of the transactions entered by the
Company with related parties during FY 2022- 23, were in the ordinary course of business
and on an arms length basis, carried out with prior approval of the Audit Committee,
in terms of the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in accordance with the Policy on dealing
with and materiality of related party transactions and the related party framework,
formulated and adopted by the Company. All related party transactions that were approved
by the Audit Committee were periodically reported to the Audit Committee. Prior approval
of the Audit Committee was obtained for the transactions which were repetitive in nature.
Related Party disclosures as per Ind AS have been provided in Note 27 to the Financial
Statements.
The policy on Related Party Transactions in line with requirements of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as approved
by the Board is uploaded on the website of the Company at the Web-link :
www.kalyani-investment.com/financial/policies.
11. Risk Management
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness.
The Companys approach to risk management is two-fold :
(a) identification of the steps and activities that Company would
employ to identify, prioritize and manage risks and
(b) devising a structure that would facilitate implementation of Risk
Management Policy.
The policy on Risk Management, as approved by the Board, is uploaded on
the website of the Company at the Web-link : www.kalyani-investment.com/financial/policies
12. Audit Committee
As on March 31, 2023, the Audit Committee comprises of Mr.B.B.
Hattarki, Chairman of the Committee and Independent Director, Mr.S.K. Adivarekar and
Mr.S.G. Joglekar, Independent Directors and Mr.R.K. Goyal, Non-Executive Director.
All the recommendations made by the Audit Committee were deliberated
and accepted by the Board during the Financial Year 2022-23.
13. Auditor and Auditors Report
The Members of the Company at their Thirteenth Annual General Meeting
held on September 27, 2022, have approved the re-appointment of M/s. P G Bhagwat LLP,
Chartered Accountants, Auditors of the Company for a period of five years until the
conclusion of Eighteenth Annual General Meeting to be held in 2027.
The Notes on Financial Statements referred to in the Auditors
Report of M/s. P G Bhagwat LLP are self-explanatory and hence do not call for any further
comments. The Auditors Report does not contain any qualification, reservation,
adverse remark or disclaimer.
During the year under review, M/s. P G Bhagwat LLP, Auditors of the
Company have not reported any fraud as 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 had appointed M/s. SVD & Associates, Company Secretaries, Pune, to undertake
Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit
Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure
"Bfiof the Directors Report. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer except the following observation
:
The Company had filed Statement of Related Party Transactions as
required under Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for half year ended on March 31, 2022 on June 08, 2022, i.e. within 15
days from May 30, 2022, when the consolidated accounts for the quarter and year ended
March 31, 2022 were approved. However, the Company received notice dated July 14, 2022
from BSE Limited (BSE) and notice dated July 14, 2022 from National Stock Exchange of
India Limited (NSE) for delayed submission. The Company had submitted application for
waiver of penalty to both the Stock Exchanges and received waiver from NSE on April 5,
2023 and any communication is yet to be received from BSE in this regard.
The Company is of the opinion that submission was to be made within 15
days from the date of publication of standalone and consolidated financial results and
hence the Company had submitted application for waiver of penalty to both the Stock
Exchanges and received waiver from NSE and communication from BSE is awaited. The Company
is in compliance with the Secretarial Standards issued by the Council of the Institute of
Company Secretaries of India and approved by Central Government under Section 118(10) of
the Companies Act, 2013.
15. Information Pursuant to Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, has been provided in Annexure "C".
In terms of Section 136 of the Companies Act, 2013, the Report and
Accounts are being sent to the shareholders excluding the information required under Rule
5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Any shareholder interested in obtaining the same may write to the Company
Secretary at investor@kalyani-investment.com.
16. Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company as on March 31, 2022, filed with
Registrar of Companies, is available on the website of the Company at the Web-link :
www.kalyani-investment.com
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 or any violation of the Code of Conduct and / or laws
applicable to the Company, report the instances of divulgence of Unpublished Price
Sensitive Information (UPSI) and seek redressal. This mechanism provides appropriate
protection to the genuine Whistle Blower, who avail of the mechanism. During the year
under review, the Company has not received any complaint under the said mechanism. The
Whistle Blower Policy, as approved by the Board, is uploaded on the website of the Company
at the Web-link : www.kalyani-investment.com/financial/policies.
18. Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided
in this Annual Report.
19. Internal Financial Controls
The Company has comprehensive internal control mechanism and also has
in place adequate policies and procedures for the governance of orderly and e cient
conduct of its business which includes adherence to the Companys policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures. The Company has adequate internal financial controls that commensurate with
the nature of its business, the size, and complexity of its operations and has in place
adequate internal financial controls with reference to the Financial Statements. During
the year, such controls were tested and no reportable material weakness was observed in
the design or implementation.
The Internal Audit Plan is also aligned to the business objectives of
the Company which is reviewed and approved by the Audit Committee. Further, the Audit
Committee monitors the adequacy and effectiveness of your Companys internal control
framework. The internal control system has been designed to ensure that financial and
other records are reliable for preparing financial and other statements and for
maintaining accountability of assets.
20. Material Changes and Commitments, if any a! ecting Financial
Position of the Company
There are no adverse material changes or commitments occurring a% er
March 31, 2023, which may a! ect 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 or tribunals impacting the going concern status and Companys operations in
future.
22. Familiarization Programme
The Company on an ongoing basis, aspires to keep the Independent
Directors updated with the Business Model of the Company, Risk Mitigations and changes, if
any in relevant corporate laws relating to their roles and responsibilities as Independent
Directors. The Company also makes detailed presentations to the entire Board including
Independent Directors on the Companys operations and business plans, strategy and
domestic business environment. This provides an opportunity to the Independent Directors
to have direct interaction with Senior Management of the Company. The Board members are
provided with necessary documents / brochures, reports and internal policies to enable
them to familiarize with the Companys procedures and practices.
The details of programmes for familiarization of Independent Directors
with the Company are uploaded on the website of the Company at the Web-link :
www.kalyani-investment.com/financial/ policies
23. Subsidiaries, Joint Ventures or Associate Companies
The Company does not have any Subsidiary / Joint Venture.
As on March 31, 2023, the Company has one Associate Company. A
statement containing the salient features of the financial statement of the Associate
Company, in the prescribed format AOC-1, is annexed hereto as Annexure "D".
Lord Ganesha Minerals Private Limited (LGMPL), an Associate of the
Company, had made voluntary application on February 9, 2022, to the Registrar of Companies
(ROC), Pune (Maharashtra), for striking off its name from the Register of Companies,
pursuant to the provisions of Section 248 of the Companies Act, 2013. The final order of
the ROC approving striking off the name was passed on April 26, 2022.
24. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the
Companies Act, 2013 are attached to the Standalone Financial Statements of the Company.
25. 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 has adopted a Policy for prevention, prohibition and redressal of sexual
harassment at workplace, in terms of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. All women employees (permanent, temporary, contractual and trainees), as well
as any women visiting the Companys o ce premises are covered under the Policy.
During the year under review, no complaint was filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. Acknowledgement
The Directors take this opportunity to express its deep gratitude for
the continued co-operation and support received from all of its valued shareholders.
|
For and on behalf of the Board of Directors |
| Place : Pune |
Amit B. Kalyani |
| Date : June 2, 2023 |
Chairman |
| 24 |
|
+91-9892691696
