As on: Apr 29, 2024 06:45 AM
To,
The Members,
Your Directors have a great pleasure in presenting the 12,h Annual Report of the Company and Audited Statement of Accounts and the State of Affairs of the Company for the Financial Year ended on 31** March, 2021.
FINANCIAL RESULTS:
The Company Financial Performance lor the Financial Year ended on 31st March, 2021 under review along with previous year figures are given hereunder:
OPERATIONS:
The Not Profit for tho current Financial Year under review amount to Rs. 16,18,561/ as compared to Net profit for the previous financial year of Rs. 29,39,694/ .
DIVIDEND:
The Directors have not declared dividend for the year under review.
TRANSFER TO RESERVES:
The Company has transferred net profit after tax of Rs. 16,18,561/ to reserves.
SHARE CAPITAL AND CHANGES THEREIN
During the year under review, there has bivn no changes in share capital of the Company.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature of business of the Company.
DIRECTOR'S AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2021, your Board comprised of the following Directors:
During the year under review, the below mentioned changes look place
During the financ ial year , Mr. C ianesh Vanmani, Independent Director resigned on 7,h April, 2020 and Mr. Sagar Arole was appointed as Independent Director on 30h December, 2020.
None of Directors are disqualified as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Ad, 2013.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
During the financ ial year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SF.B1 Listing Regulations and Section 149(6) of the Companies Ad, 2013 read with the Schedules and Rules made thereunder.
DETAILS OF REMUNERATION TO DIRECTORS:
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as ANNEXURE - I
PARTICULARS OF EMPLOYEES:
There are no such employees drawing salary as specified under provisions of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended on 31st March, 2021 the Board of Directors of your Company have met 10 (Ten) times viz. 07.04.2020, 04.06.2020, 18.06.2020, 30.07.2020, 05.09.2020, 23.09.2020 , 12.11.2020, 04.12.2020, 30.12.2020 and 03.02.2021. For further details, please refer Report on Corporate Governance of this Annual Report.
MEETING OF THE COMMITTEES
During the year under review Audit Committee meeting was held on 04.06.2020, 30.07.2020,
12.11.2020 and 03.02.2021
Nomination and remuneration committee Meeting was held on 04.06.2020, 30.07.2020 30.12.2020 and
03.02.2021
Stakeholders Relationship Committee meeting was held on 04.06.2020 and 30.07.2020.
Independent Director meeting was held on 30.07.2020.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March, 2021, the Board of Directors to the best of their knowledge and ability, confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departure;
b) 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, 2021 and of the profit of the Company for the year ended on that date;
c) 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;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) 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
I) the Directors have devised proper systems to insure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DETAILS OF COMMITTEES OF THE BOARD OF THE DIRECTORS
Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held of each Committee during the financial year 2021 2022 anil meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this report.
The Recommendation by the Audit Committee as and when made to the Board has been accepted by it.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL PERIOD:
There have been no Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financ ial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the Financial Year under review, there has been no sui h significant and material order passed by the regulators/courts/tribunals impacting the going concern status and company's operations in future.
DETAILS OF SUBSIDIARIES COMPANY, JOINT VENTURES AND ASSOCIATES COMPANY:
The Company din's not have any Wholly Owned Subsidiary, Subsidiaries, Joint Ventures and Associates Company.
EXTRACTS OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in presi rihi*d Form MC.T9 is provided on the website and annexed as ANNEXURE II of the Company www.kaarya.co.in .
WHISTLE BLOWER POLICYA'ICIL MECHANISM
Your Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The details of the policy are given in Corporate Governance Report and policy is available on the Company's website www.kaarya.co.in
BUSINESS RISK MANAGEMENT
Your Company has approved Risk Management Policy wherein all material risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed and policies and procedure are put in place for monitoring, mitigating and reporting risk on a periodic basis.
NOMINATION AND REMUNERATION POLICY
As required under Section 178 of the Companies Act, 2013 the Board of Directors has approved the Nomination and Remuneration Policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub section (3) of Sex lion 178 of the Companies Ad, 2013. Gist of this policy are given in ANNEXURE - III to this report. The detailed policy is available on the Company's website www.kaarva.vo.in
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been sot up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Company's website www.kaarva.co.in.
The following is summary of sexual harassment complaints received and disposed off during the calendar year:
AUDITORS STATUTORY AUDITOR
M/s. Aniket Kulkami & Associates, Chartered Accountants, (FRN 130521W), Mumbai carried out the Statutory Audit of the company. TheStatutory Audit report is appended.
Further as required under Regulation 33(d) of the SHBJ (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors' Report on the Financial Statements of the Company for the financial year ended March 31, 2021 is issued with unmodified opinion.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Campanil's Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s SARK & Associates/ Practising Company Secretaries, to conduct the Secretarial Audit of your Company.
The Secretarial Audit Report is enclosed as ANNEXURE IV to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.
DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public within the purview of Chapter V of the Companies Act, 2013 during die year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financ lal Statements forms part of this report.
RELATED PARTY TRANSACTION
The Company has entered into Related Party Transaction during the financial year were on Arm's length basis and in ordinary course of business. Particulars of related party transaction entered during the* year as per Section 188(1) of the Companies Act, 2013 in the prescribed form AOC 2 is annexed to Directors report as ANNEXURE - V.
BOARD EVALUATION
Pursuant to the provisions of the Companies Ad, 2013 and the Listing Regulations, the Board of Directors of the Company has carried out annual evaluation of its own performance, its Committees and individual directors, the Board as a whole and that of Chairman after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views of Executive Director and Non-executive Directors, performance evaluation of Independent Directors being evaluated.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREICN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy
The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy efficient infrastructure, computers and equipments with latest tec hnologies.
b) Technology Absorption and Research and Development
The Company's research and development focus is on developing new frameworks, processes and methodologies to improve the speed find quality of service delivery.
c) Foreign Exchange Earnings and Outgo
The earnings and expenditure in foreign exchange were as under:
Earning Nil, lacs Expenditure Nil. lacs
Corporate Social Responsibility (CSR)
CSK provisions are not applicable for the Company.
CORPORATE GOVERNANCE REPORT AND MANACEMENT'S DISCUSSION AND ANALYSIS REPORT
A separate section on Corporate Governance along with the Management Discussion & Analysis forming part of Directors' Report and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated as per Part B and C of Schedule V of the Listing Regulations is annexed to and forms part of the Director's Report.
Pursuant to the provisions of the Listing Regulations, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as presc ribed under the Listing Regulations are complied with.
ACKNOWLEDGEMENTS
Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors eU. for their continued support during the year.