The Directors have pleasure in submitting their 39th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
Financial Results of the Company for the year under review along with the figures for previous year are as follows:
(Amt.in “000”!
Details
|
Year ended 31.03.2024
|
Year ended 31.03.2023
|
|
|
|
T otal Revenue
|
15,650
|
3,35,520
|
Expenditure
|
17,764
|
5,66,866
|
Depreciation
|
-
|
-
|
Exceptional Items
|
-
|
-
|
Profit/(Loss) before Tax
|
(2,020)
|
(2,29,637)
|
Tax Expense
|
-
|
-
|
Profit/(Loss) after Tax
|
(2,020)
|
(2,29,637)
|
REVIEW OF OPERATIONS
During the year under review, your Company has reported revenue of Rs. 156.50 lakhs from operations Financial Year 2023-24 as against the Rs. 3355.20 Lakhs revenue of Last year.
DIVIDEND
No dividend was declared for the Financial Year ended 31st March, 2024 by the Board of Directors. GENERAL RESERVES
During the year under review, no amount was transferred to general reserves.
SHARE CAPITAL
During the year under review, the Company has not issued any shares.
DEPOSITS
Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.
SUBSIDIARIES
The Company is not having any subsidiary company.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Name of Director
|
Director Identification Number (DIN)
|
Designation
|
Category
|
Mr. Mukul Jindal
|
07229720
|
Whole Time Director
|
Executive Director
|
Mr. Shivam Kumar
|
08436589
|
Independent
Director
|
Non-Executive
Director
|
Mrs. Shivani
|
09426134
|
Non-Independent
Director
|
Non-Executive
Director
|
Mr. Ishant Malhotra
|
06459062
|
Managing Director
|
Executive Director
|
Mr. Love Kumar
|
10180176
|
Director
|
Non-Executive
Director
|
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.
Declaration by an Independent Director
(a) Annual Evaluation of Board Performance and Performance of its Committees and of Directors:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation,
corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management's performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/support to management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.
BOARD AND COMMITTEE MEETINGS
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on Company / Business Policy and Strategy apart from other Board business. The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013.
The Agenda of the Board / Committee meetings includes detailed notes on the items to be discussed at the meeting is circulated at least a week prior to the date of the meeting.
The Board met Eight times in the Financial Year 2023-24 viz. on 16.05.2023, 25.05.2023, 19.07.2023, 11.08.2023, 30.08.2023, 08.11.2023, 22.01.2024 and 14.02.2024.
COMMITTEES OF THE BOARD
The following are the committees constituted by the Board as;
(i) Audit Committee;
(ii) Nomination and Remuneration Committee; and
(iii) Stakeholder Relationship Committee
The Composition of the Committees as on March 31, 2024 is as follows:
(i) Audit Committee;
SI. No.
|
Name of Member
|
Designation (and Category)
|
1
|
Mr. Shivam Kumar
|
Chairperson
Director)
|
(Non-Executive
|
Independent
|
2
|
Mrs. Shivani
|
Member
Director)
|
(Non-Executive
|
Independent
|
3
|
Mr. Love Kumar
|
Member
Director)
|
(Non-Executive
|
Independent
|
(ii) Nomination and Remuneration Committee
SI. No.
|
Name of Member
|
Designation (and Category)
|
1
|
Mr. Shivam Kumar
|
Member
Director)
|
(Non-Executive
|
Independent
|
2
|
Mrs. Shivani
|
Chairperson
Director)
|
(Non-Executive
|
Independent
|
3
|
Mr. Love Kumar
|
Member
Director)
|
(Non-Executive
|
Independent
|
(iii) Stakeholder Relationship Committee
SI. No.
|
Name of Member
|
Designation (and Category)
|
1
|
Mr. Shivam Kumar
|
Chairperson
Director)
|
(Non-Executive
|
Independent
|
2
|
Mrs. Shivani
|
Member
Director)
|
(Non-Executive
|
Independent
|
3
|
Mr. Love Kumar
|
Member
Director)
|
(Non-Executive
|
Independent
|
COMMITTEE MEETINGS
Table containing details of meetings of various Committees along with dates are as below:
SI. No.
|
Committee
|
No.
Meetings
|
of
|
Date of Meetings
|
1
|
Audit Committee (ACM)
|
06
|
May 16, 2023
|
|
|
|
|
May 25, 2023 August 11, 2023 November 08, 2023 January 22, 2024 February 14, 2024
|
2
|
Nomination
Remuneration
(NRC)
|
and
Committee
|
05
|
May 16, 2023 July 19, 2023 November 08, 2023 January 22, 2024 February 14, 2024
|
3
|
Stakeholder committee (SRC)
|
Relationship
|
02
|
May 16, 2023 May 25, 2023 February 14, 2024
|
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departure;
(ii) The Directors have selected such accounting policies and were 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, 2024 and of the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on-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 are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITOR
M/s. SGR & Associates LLP, Chartered Accountants (FRN: 022767N) as the Statutory Auditors of the Company for term of five years from F.Y. 2022-23 to F.Y. 2027-28. Pursuant to the provisions of section 139 of the Act, M/s SGR & Associates LLP, Chartered
Accountants (Firm Registration No. 022767N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 38th AGM held on September 29, 2023 till the conclusion of the 43rd AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended on 31st March, 2024 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with the Financial Statements in this Annual Report.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s PARISA SHARMA & ASSOCIATES, COMPANY SECRETARIES as the Secretarial Auditor of your Company to undertake the Secretarial Audit for the Financial Year 2023-24.
The Secretarial Audit Report for the Financial Year ended 31st March, 2024 is annexed herewith marked as Annexure-2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
REPORTING OF FRAUD BY AUDITORS
During the period under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under section 143(12) of the Companies Act 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as Annexure-4.
VIGIL MECHANISM
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.
REMUNERATION POLICY
The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under sub- section (3) of Section 178 of the Companies act 2013, is available on our website.
BUSINESS RISK MANAGEMENT
The main identified risks at the Company are legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.
RELATED PARTY TRANSACTION
The Board has formulated and adopted a Related Party T ransactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on company's website.
MATERIAL CHANGES, IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT/TRIBUNALS
No Significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no complaint on sexual harassment during the year under review.
DISCLOSURES Meeting of the Board
08 (Eight) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to Kalpa Commercial Limited.
Kalpa Commercial Limited does not have any foreign exchange earnings and expenditure.
AUDIT COMMITTEE
Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co¬ operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.
For Kalpa Commercial Limited
Ishant Malhotra Managing Director DIN:06459062
Date: September 02, 2024 Place: Delhi
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