DIRECTORS' REPORT To The Members, 1. The Directors have pleasure in presenting the Seventh Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2016. 2. Dividend & Reserves The Directors have decided to consolidate Company's finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2016. During the year under review, it is proposed to transfer Rs. 52.796 Million to Reserve Fund (Under Section 45IC(1) of the Reserve Bank of India Act, 1934). An amount of Rs. 457.760 Million is proposed to be retained as 'Surplus in the Statement of Profit and Loss.' 3. Management Discussion and Analysis Report Management Discussion and Analysis Report (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 Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report. A certificate from Statutory Auditor of the Company Mr.P.V. Deo, Chartered Accountant, Pune, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Regulations, is attached to Report on Corporate Governance. 5. Fixed Deposits The Company has not accepted any deposits from the public during the year. 6. Directors In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Amit B. Kalyani, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed to appoint Mr.C.G. Patankar, as an Independent Director of the Company for the period of five years with effect from 11th August, 2016 to 10th August, 2021. Mr.Patankar, being eligible, offers himself for appointment. In the opinion of the Board, Mr.Patankar fulfills the conditions specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for his appointment as an Independent Director of the Company. These appointments form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, are given in the Report on Corporate Governance. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 6.1 Board Evaluation Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. 6.2 Board Diversity and Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company. (Web-link : <http://www.kalyani->investment.com/corporate-social-responsibility-csr/board-diversity-remuneration/) 6.3 Meetings of the Board During the Financial Year 2015-16, seven Board Meetings were convened and held, the details of which are given in the Corporate Governance 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 31st March, 2016, 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 31st March, 2016 and of the profit of the Company for that period; iii) 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; iv) the Directors have prepared the annual accounts for the year ended 31st March, 2016, 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 as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported 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 available on Company's website. (Web-link : <http://www.kalyani-investment.com/corporate-social-responsibility->csr/) 10. Related Party Transactions During the year under review, the Company has not entered into any related party transactions with related parties, in terms of sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. (Web-link : <http://www.kalyani-investment.com/> corporate-social-responsibility-csr/related-party-transaction/) 11. Risk Management The Company recognises that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action. Risks were discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company. 12. Statutory Auditor and Auditor's Report At the Fifth Annual General Meeting held on 5th September, 2014, Mr. P. V. Deo, Chartered Accountant, Pune, was appointed as Statutory Auditor of the Company, to hold office for the period of three years i.e. from the conclusion of Fifth Annual General Meeting till the conclusion of the Eighth Annual General Meeting to be held in 2017 and the said appointment is subject to ratification by the members at every Annual General Meeting in terms of First Proviso to Section 139 of the Companies Act, 2013. The Company has received a letter from Mr.P.V. Deo, Chartered Accountant, to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment. The Directors recommend ratification of his appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the Eighth Annual General Meeting to be held in 2017. The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. 13. Secretarial Audit 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 2015-16. The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. 14. Particulars of Employees and related Disclosures The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "C". 15. Extract of the Annual Return An extract of the Annual Return of the Company, pursuant to the Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed hereto as Annexure "D". 16. 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 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 Company's website. (Web-link : <http://www.kalyani-investment.com/corporate-social-responsibility-csr/whistle->blower/) 17. Particulars of Loans, Guarantees or 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. 18. Internal Financial Controls The Company 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. 19. Material Changes and Commitments, if any affecting Financial Position of the Company There are no adverse material changes or commitments occurring after 31st March, 2016, which may affect the financial position of the Company or may require disclosure. 20. 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 Company's operations in future. 21. Familiarisation Programme The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company. (Web-link : <http://www.kalyani-investment.com/board-of-directors/>) 22. Names of companies which have become / ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year The Company does not have any Subsidiary / Joint Venture. A statement containing the salient features of the financial statement of the Associate Companies, in the prescribed format AOC-1, is annexed hereto as Annexure "E". 23. 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. 24. Acknowledgement The Directors take this opportunity to express their deep gratitude for the continued co-operation and support received from valued shareholders. For and on behalf of the Board of Directors Amit B. Kalyani Chairman Place : Pune Date : 24th May, 2016 |