REPORT OF BOARD OF DIRECTORS Dear Members, Your Directors are pleased to present the Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31st March, 2015 REVIEW OF OPERATIONS AND FUTURE PROSPECTS During the year under review, your company has generated Rs. 770.58 Lacs revenue from operations as compared to Rs. 854.76 lacs in financial year. 2013-14. The profit after tax is Rs. 08.01 lacs during the financial year 2014-15 compared to Rs. 22.41 lacs during financial year 2013-14. Your Directors are strongly believes that in the coming financial year, your Company will be able to do profitable business and will resort for better financial results. SHARE CAPITAL The issued, subscribed and paid up capital of the Company is Rs 102,500,000 (Rupees Ten Crore Twenty Five Lacs) divided into 102,500, 00 (One Crore Two Lacs Fifty Thousands) equity shares of Rs 10 each. There has been no change in the share capital of the Company during the year. DIVIDEND In view of the inadequate profits and requirement of the funds for expansion and growth plans your Directors does not recommend any Dividend. AUDITORS The Members of the Company had at its Annual General Meeting held on 30th September 2014 approved the appointment of M/s. Sudhir Agarwal & Associates, Chartered Accountants having registration No. 509930C as the Statutory Auditor of the Company, from the conclusion of ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the existing appointment of M/s. Sudhir Agarwal & Associates, Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual to be held in the financial year 2016-17, is being placed for members' ratification. The Board recommends the appointment of M/s. Sudhir Agarwal & Associates, Chartered Accountants the Statutory Auditors of the Company till the conclusion of next Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable. AUDITORS' REPORT The Auditors' report on the financial statement for the financial year 2014-15 is self explanatory. SECRETARIAL AUDITOR The Board of Directors has appointed Harpreet Parashar, Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report is annexed herewith and marked as Annexure III to this Report. Matter of Emphasis 1. Non Compliance of Annual Filing: During the period under review we have examined that company has not complied with the provision of annual filling i.e. filing of form 23AC/23ACA in an extensible business reporting language & Form 20B (Annual Return). 2. Non Filing of Form MGT-15 During the period under review we have examined that company has not complied with the provision of filing of e-form MGT-15 with the registrar within 30 days of annual general meeting. Management Reply i & ii The Management is taking necessary steps for filing of above mentioned e-forms to the Registrar of Companies. DIRECTORATE During the financial year 2014-15, Mrs. Anjana Devi was appointed as additional non- executive Independent director of your Company at the meeting of the Board of Directors held on 31st March, 2015 and Mr. Arvind Agrawal resigned from the post of Managing director of the Company in the Board of Directors' meeting held on 02nd September, 2015. Mr. Manish Kumar Garg and Anurag Garg, directors of Company have resigned on 02nd June 2014 and Mr. Prakash Chand Agrawal and Mrs. Anita Agrawal have resigned on 17th June 2014. The Board expressed its deep appreciation for the valuable services rendered by them. CHIEF FINANCIAL OFFICER Pursuant to the provisions of Section 203 of the Companies Act, 2013, appointment of Mr. Saurabh Jain, Chief Financial Officer is formalized as the Key Managerial Personnel of the Company. CORPORATE GOVERNANCE REPORT Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report in Annexure I to this Report. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached in Annexure II to this Report. BOARD EVALUATION The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated. NOMINATION & REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure IV to this Report. RISK MANAGEMENT The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary. DIRECTOR'S RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that: a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. PARTICULARS OF EMPLOYEES During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable. PARTICULARS OF REMUNERATION The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15: No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable. ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15: No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore increase in remuneration is not ascertainable and Ms. Geetika Chawla, Company Secretary of the Company was appointed on 01st January 2015 therefore percentage increase in remuneration of Company Secretary is not ascertainable. iii) The percentage increase in the median remuneration of employees in the financial year 2014-15: Percentage increase in median remuneration of employee is nil as median remuneration of employee in the financial year 2014-15 and 2013-14 is Rs. 180,000. iv) The number of permanent employees on the rolls of company: 5 v) The explanation on the relationship between average increase in remuneration and company performance: During the financial year 2014-15, Company has paid Rs. 12,67,480 as remuneration to the employees in the financial year 2014-15 as compared to Rs. 31,33,530 in the previous financial year 2013-14. Profit after tax has been decreased in the financial year 2014-15 is 64.87% as compared to financial year 2013-14. vii) variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year: Equity Shares of the Company were listed on BSE Limited 18th March 2015 therefore previous year data is not available viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: ix) Comparison of the each remuneration of the Key Managerial Personnel against the performan Company: x) The key parameters for any variable component of remuneration availed by the Directors: The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors. xi) The ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year: The ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year therefore no Director has drawn any remuneration from the Company during the financial year 2014-15. xii) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company. INTERNAL FINANCIAL CONTROL The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. LISTING ON THE STOCK EXCHANGE The Company's shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. However, there were related party transactions. All related party transactions are presented to the Audit Committee and the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link: www.kalpacommercial.com The details of the transactions with related party are provided in the accompanying financial statements. COMMITTEES OF THE BOARD The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope: • Audit Committee • Nomination and Remuneration Committee • Stakeholder Relationship Committee DISCLOSURES: A) EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure-V to this Report. B) MEETINGS OF THE BOARD During the financial year ended March 31, 2015, 20 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below: C) VIGIL MACHANISM/WHISTLE BLOWER POLICY Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30th May, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Company's website at the link: www.kalpacommercial.com . D) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has received no complaints on sexual harassment. E) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements. F) GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. SUBSIDIARY COMPANY The company has not any Subsidiary Company. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO. Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below : A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION (i) The steps taken or impact on conservation of energy; Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. (ii) the steps taken by the company for utilising alternate sources of energy; The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, LED fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company. (iii) the capital investment on energy conservation equipments; Your company has nil capital investment on energy conservation equipments. (B) Technology absorption- (i) the efforts made towards technology absorption; N.A. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A. (a) the details of technology imported: (b) the year of import: (c) whether the technology been fully absorbed: (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv)the expenditure incurred on Research and Development. N.A. APPRECIATION Directors wish to place on record their deep thanks and gratitude to; a) The Government as well as their respective Departments connected with the business of the Company, Banker of the Company, Shareholders, Suppliers as well as other Institutions for their co-operation and continued support. b) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year. By Order of the Board For Kalpa commercial Limited Saurabh Jain Managing Director DIN: 07261815 Registered Office: WB-12B, Gali No. 1, Ground Floor, Shakarpur, New Delhi 110092 Place: New Delhi Dated: 02.09.2015 |