To The Members,
The Directors have pleasure in presenting the Sixteenth Annual Report
on the business and operations of the Company together with Audited Financial Statements
for the Financial Year ended March 31, 2025.
1. Financial Highlights (on stand-alone basis)
( Rs in Million)
|
2024-25 |
2023-24 |
| Revenue from Operations |
828.60 |
714.46 |
| Other Income |
— |
72.50 |
| Total Revenue |
828.60 |
786.96 |
| Total Expenditure |
91.99 |
46.22 |
| Profit before Tax |
736.61 |
740.74 |
| Tax Expenses |
199.53 |
168.83 |
| Profit after Tax |
537.08 |
571.91 |
2. Dividend & Reserves
The Directors do not recommend any Dividend on Equity Shares for the
financial year ended March 31, 2025. During the year under review, it is proposed to
transfer 107.42 Million to Statutory Reserve Fund (Under Section 45-IC(1) of the Reserve
Bank of India Act, 1934). An amount of 2,469.29 Million is proposed to be retained as
Retained Earnings.
3. Management Discussion and Analysis (MD&A)
Management Discussion and Analysis (MD&A) for the year under
review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations"), is presented as a part of the
Corporate Governance Report.
4. Corporate Governance
Good Corporate Governance highlights the way in which the Company
conducts business. Your Directors reaffirm their continued commitment to the highest level
of Corporate Governance practices. Your Company fully adheres to the standards set out by
the SEBI for Corporate Governance practices.
Pursuant to the Listing Regulations, a detailed report on the Corporate
Governance, has been included in this Annual Report along with Management Discussion and
Analysis (MD&A) and General Shareholder Information. The requisite certificate from
Secretarial Auditors of the Company viz. M/s. SVD & Associates, Company Secretaries,
Pune, certifying compliance of the conditions of Corporate Governance is attached to
Report on
Corporate Governance.
5. Deposits
During the year under review, the Company has not accepted any deposits
from the public.
6. Directors
In terms of the provisions of the Companies Act, 2013 (the
"Act") 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.
Based on the recommendations of Nomination and Remuneration Committee,
the Board of Directors of the Company has recommended the said re-appointment and hence,
it forms a part of the Notice of the Annual General Meeting and is recommended for your
approval. Profile of the Director is given in the Report on Corporate Governance for
reference of the members.
The Company has received declarations from all Independent Directors
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of Listing Regulations. In the opinion of the Board, there exist
no circumstances or situations that could impair or affect the ability of Independent
Directors towards discharging their duties.
6.1 Board Evaluation
The Board is committed to transparency in assessing the performance of
the Directors. Pursuant to the provisions of the Act and Listing Regulations, the Board
has carried out an annual evaluation of its own performance, the performance of its
Committees, Chairman, individual Directors and the governance processes that support the
Board's work.
The Nomination and Remuneration Committee (NRC) has devised criteria
for evaluation of the performance of the Board as a whole, various Committees, Chairman
and individual Directors.
The performance evaluation of the Committees was done on the basis of
parameters such as composition, terms of reference, fulfillment of roles and
responsibilities, handling critical issues, frequency of meetings etc.
The parameters for the performance evaluation of the Directors include
contribution made at the Board meeting, attendance, instances of sharing best practices,
domain knowledge, vision, strategy, engagement with senior management etc.
An online structured questionnaire for Board Evaluation was prepared
covering the above areas of competencies and feedback was sought on the same.
The Independent Directors at their separate meeting reviewed the
performance of Non-Independent Directors, the Board as a whole and of Chairman of the
Company after taking into account the views of Non-Executive Directors. The quality,
quantity and timeliness of flow of information between the Company management and the
Board, that is necessary for the Board to perform their duties effectively and reasonably,
were also reviewed.
The results of the evaluation showed a high level of commitment and
engagement in the Board, its various committees and senior leadership. The suggestions
arising from the evaluation process were considered by the Board, to optimize the
effectiveness and functioning of the Board and its committees.
6.2 Nomination & Remuneration Policy
The Nomination & Remuneration Policy adopted by the Board on the
recommendation of NRC enumerates the criteria for assessment and appointment /
re-appointment of Directors, Senior Management personnel on the basis of their
qualifications, knowledge, skill, independence, professional and functional expertise. The
Policy also sets out the guiding principles for the compensation to be paid to the
Directors and Senior Management personnel.
The Policy is available on the website of the Company at
www.kalyani-investment.com/financial/policies.
6.3 Meetings of the Board
During the Financial Year 2024-25, four Board Meetings were convened
and held. A separate meeting of Independent Directors as prescribed under Schedule IV of
the Act was also held. The details of meetings of Board of Directors are provided in the
Report on Corporate Governance that forms part of this Annual Report.
7. Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act, with
respect to Directors' Responsibility Statement, it is hereby confirmed that : i) in
the preparation of the annual accounts for the year ended March 31, 2025, 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 March 31, 2025 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 March 31, 2025, on a ‘going concern' basis; v) the
Directors have laid down internal financial controls to be followed by the Company and
that such financial controls are adequate and were operating effectively; and internal 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 Company has nothing to report on the aforesaid matters since your
Company is not engaged in manufacturing, neither has any foreign collaboration and nor has
exported and / 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 Act 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 the website of the Company at
www.kalyani-investment.
10. Related Party Transactions
Your Company has in place a Policy on Related Party Transactions
("RPT Policy") formulated in line with the provisions of the Act and Listing
Regulations.
The Policy sets out the philosophy and processes to be followed for
approval and review of transactions with related parties and intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions with
related parties.
All of the transactions entered by the Company with related parties
during FY 2024- 25, were in the ordinary course of business and on an arm's length
basis and carried out with prior approval of the Audit Committee, in terms of the
provisions of the Act, Listing Regulations and in accordance with the RPT Policy of the
Company. The transactions entered into pursuant to the approval so granted were placed
before the Audit Committee for its review on a quarterly basis. Related Party disclosures
as per Ind AS have been provided in Note 28 to the Financial Statements.
The RPT Policy is available on the website of the Company at
www.kalyani-investment.com/financial/policies.
11. Risk Management
Risk management, which aims at managing the impact of uncertainties, is
an Integral part of the Company's strategy setting and decision making process. The
Company regularly identifies assessing them, devises short-term and long-term plans to
mitigate any risk which could materially impact on the Company's goals. This process
of identifying and assessing the risks is a two-way process with inputs being taken from
employees across the organization.
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement, and monitor the risk management plan for the Company. The
Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The policy on
Risk Management, as approved by the Board, is available on the website of the Company at
www.kalyani-investment.com/financial/policies
12. Audit Committee
The Company has constituted an Audit Committee in compliance with
Section 177 of the Act and Regulation 18 of the Listing Regulations. The Composition of
the Audit Committee in terms of Section 177(8) of the Act along with its terms of
reference incorporating its functions are disclosed and available in the Corporate
Governance Report forming part of the Annual Report.
All the recommendations made by the Audit Committee were deliberated
and accepted by the Board during the Financial Year 2024-25.
13. Auditor and Auditor's Report
Pursuant to Section 139 of the Act read with rules made thereunder,
M/s. P G Bhagwat LLP, Chartered Accountants, Pune (Firm Registration No. 101118W/W100682)
were appointed as the Auditors of the Company for a period of 5 (Five) years to hold
office from the conclusion of the Thirteenth Annual General Meeting held on September 27,
2022 till the conclusion of the Eighteenth Annual General Meeting to be held in the year
2027.
The Auditors have confirmed that they are not disqualified to continue
as Auditors and are eligible to hold office as Auditors of your Company.
The Auditors have expressed their unmodified opinion on the Standalone
and Consolidated Financial Statements and their reports do not contain any qualifications,
reservations, adverse remarks or disclaimers. The Notes on Financial Statements referred
to in the Auditor's Report are self-explanatory and hence do not call for any further
comments.
During the year under review, the Auditors of the Company have not
reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.
14. Secretarial Audit and Secretarial Standards
Pursuant to provisions of Section 204 of the Act, the Board had
appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune, to undertake
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year ended March 31, 2025, is annexed herewith as Annexure
"B". The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
The Company is compliant with the Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by Central Government under Section
118(10) of the Act.
In terms of Regulation 24A of Listing Regulations and on the basis of
the recommendations of the Audit Committee, the Board of Directors have recommended the
appointment of M/s SVD & Associates, Practicing Company Secretaries, Pune (Firm Unique
Code P2013MH031900 and Peer Review Certificate No.6357/2025) as the Secretarial Auditors
of the Company to hold office for a period of 5 (Five) consecutive years from the
conclusion of the ensuing Sixteenth Annual General Meeting till the conclusion of the
Twenty-first Annual General Meeting of the Company to be held in 2030. Necessary
resolution for appointment of M/s SVD & Associates is placed in the Notice of the
ensuing Sixteenth Annual General Meeting for consideration of the Members.
15. Information pursuant to Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The information required pursuant to Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, has been provided in Annexure "C". In terms of Section 136 of the
Act, the Report and Accounts are being sent to the shareholders excluding the information
required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may
write to the Company Secretary at investor@kalyani-investment.com
16. Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return of the Company as on March 31, 2024, filed with Registrar of
Companies, is available on the website of the Company at www.kalyani-investment.com. The
Company shall upload the Annual Return as on March 31, 2025 on the website of the Company,
once it is filed with Registrar of Companies.
17. Whistle Blower Policy
The Company has a Whistle Blower Policy pursuant to the requirements of
the Section 177(9) of the Act and Regulation 22 of the Listing Regulations.
The Company has robust vigil mechanism through Whistle Blower Policy
which provides a way for Directors / employees to report, any unethical behaviour, actual
or suspected fraud, any violation of the Company's code of conduct and / or instances
of leakage of unpublished price sensitive information, which are detrimental to the
Company's interest. The mechanism protects the genuine Whistle Blower who avails of
the mechanism, from any kind of discrimination, harassment, victimization or any other
unfair employment practice.
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 available on the website of the Company at
www.kalyani-investment.com/financial/policies.
18. Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments covered under Section
186 of the Act, form part of the notes to the Financial Statements provided in this Annual
Report.
19. Internal Financial Controls
The Company has formulated adequate systems, policies, and procedures /
frameworks, for ensuring the orderly and efficient conduct of its business, which includes
adherence to policies, safeguarding its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The weaknesses, if any,areidentifiedas a result of the
reviews and new procedures are put in place to strengthen controls. These controls are in
turn reviewed at regular intervals.
The Internal Audit Plan is also aligned to the business objectives of
the Company which are reviewed and approved by the Audit Committee. Further, the Audit
Committee monitors the adequacy and effectiveness of your Company's internal control
framework.
20. Material Changes and Commitments, if any affecting Financial
Position of the Company
There are no adverse material changes or commitments occurring after
March 31, 2025, which may affect the financial position of the Company or may require
disclosure.
21. 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.
22. Familiarization Programme
Your Company has developed comprehensive induction processes for the
new Board members which aim to provide them with an opportunity to familiarize themselves
with the Company, its Board and management, its operations and the Company's culture.
They are also familiarized with Company's organizational and governance structure,
governance philosophy / principles, code of conduct and key policies, Board's way of
working and procedures, formal information sharing protocol between the Board and the
management, Directors' roles and responsibilities and disclosure obligations.
The details of programmes for familiarization of Independent Directors
with the Company are available on the website of the Company at
www.kalyani-investment.com/financial/
23. Subsidiaries, Joint Ventures or Associate Companies
The Company does not have any Subsidiary / Joint Venture.
As on March 31, 2025, the Company has one associate Company. A
statement containing the salient features financial statement of the Associate Company, in
the prescribed format AOC-1, is annexed hereto as ofthe Annexure "D".
24. Consolidated Financial Statements
The Consolidated Financial Statements, pursuant to Section 129 of the
Act are attached to the Standalone
Financial Statements of the Company.
25. Obligation of Company under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment of women at
workplace and has adopted a Policy for prevention, prohibition and redressal of sexual
harassment at workplace, in terms of provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. All women employees (permanent,
temporary, contractual and trainees), as well as any women visiting the Company's
office premises are covered under the Policy. During the year under review, no complaint
was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
26. Acknowledgement
The Directors take this opportunity to express its deep gratitude for
the continued co-operation and support received from all of its valued stakeholders.
|
For and on behalf of the Board of Directors |
| Place : Pune |
Amit B. Kalyani |
| Date : May 27, 2025 |
Chairman |