To,
The Members,
Your Directors have a great pleasure in presenting the 14th Annual Report of the
Company and Audited Statement of Accounts and the State of Affairs of the Company for the
Financial Year ended on 31st March, 2023.
FINANCIAL RESULTS:
The Company Financial Performance for the Financial Year ended on 31st March, 2023
under review along with previous year figures are given hereunder:
(Rs. in Thousand)
| Particulars |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
| Revenue from operations |
223316 |
201889 |
| Other Income |
2375 |
1292 |
| Total Income |
225691 |
203182 |
| Expenditure (excluding depreciation) |
291101 |
192850 |
| Depreciation |
9585 |
10090 |
| Total Expenditure |
(28763) |
202940 |
| Profit / (Loss) before Tax |
(74996) |
242 |
| Current Tax |
- |
218.53 |
| Deferred Tax |
(572) |
(157.59) |
| Tax expense for prior period |
3447 |
- |
| Profit / (Loss) after tax |
(77871) |
181 |
| Earnings per share (Basic) |
(1.09) |
0.02 |
| Earnings per share (Diluted) |
(1.09) |
0.02 |
OPERATIONS:
The Net loss for the current Financial Year under review amount to Rs. (77871)/- as
compared to Net profit for the previous financial year of Rs. 1,81,000/-.
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. Nil/ - to reserves.
SHARE CAPITAL AND CHANGES THEREIN
During the year under review, the company had issued 46,75,129 Bonus Shares of Rs.10
each.
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 2023, your Board comprised of the following Directors:
| Name of the Director |
DIN |
Designation |
| Mr. Vineet Pandey |
00687215 |
Joint Managing Director |
| Mr. Vishal Panchal |
00687445 |
Chairman and Joint Managing Director |
| Ms. Smriti Davinder Chhabra |
07894310 |
Independent Director |
| Mr. Hardik Dave |
09383091 |
Independent Director |
| Mr. Sagar Arole |
07438351 |
Independent Director |
During the year under review, there is not any change.
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 Act, 2013.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
During the financial 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 SEBI Listing Regulations and Section 149(6) of the
Companies Act, 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, 2023 the Board of Directors of your
Company have met 09 (Nine) times viz. 30.05.2022, 01.08.2022, 06.09.2022, 29.09.2022,
07.10.2022, 15.10.2022, 14.11.2022, 16.01.2023 and 30.03.2023. 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 30.05.2022,
06.09.2022, 14.11.2022 and 16.01.2023.
Nomination and remuneration committee Meeting was held on 06.09.2022 and 30.03.2023.
Stakeholders Relationship Committee meeting was held on 30.03.2023.
Independent Director meeting was held on 30.05.2022
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, 2023, 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, 2023, 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, 2023 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
f) 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.
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 2022-2023 and 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 financial 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 such 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 does 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 prescribed Form MGT-9 is provided on the website and annexed as ANNEXURE
II of the Company www.kaarya.co.in .
WHISTLE BLOWER POLICY/VIGIL 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 subsection (3) of
Section 178 of the Companies Act, 2013. List of this policy are given in ANNEXURE - III
to this report. The detailed policy is available on the Company's website
www.kaarya.co.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 set 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.kaarya.co.in.
The following is summary of sexual harassment complaints received and disposed off
during the calendar year:
| No. of complaints received |
NIL |
| No. of complaints disposed off |
NIL |
AUDITORS
STATUTORY AUDITOR
M/s. Shetty Naik & Associates, Chartered Accountants, (FRN 124851W), Mumbai carried
out the Statutory Audit of the company. The Statutory Audit report is appended.
The Auditors' Report on the Financial Statements of the Company for the financial year
ended March 31, 2023 is issued with modified opinion.
Further as required under Regulation 33(d) of the SEBI (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.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies 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 the 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 Financial 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 Act, 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 FOREIGN 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 technologies.
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 and 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)
CSR provisions are not applicable for the Company.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT'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 prescribed under
the Listing Regulations are complied with.
ACKNOWLEDGEMENTS
Your Directors wish to thank all Employees, Bankers, Investors, Business Associates,
Advisors etc. for their continued support during the year.
For and on behalf of the Board of Directors
| SD/- |
SD/- |
| Vineet Pandey |
Vishal Panchal |
| Joint Managing Director |
Chairman and Managing Director |
| DIN: 00687215 |
DIN:00687445 |
|