Your Directors have a great pleasure in presenting the 15th Annual Report of the Company and AuditedStatement of Accounts and the State of Affairs of the Company for the Financial Year ended on 31st March, 2024.
FINANCIAL RESULTS:
The Company Financial Performance for the Financial Year ended on 31st March, 2024 under review along withprevious year figures are given hereunder:
(Rs. in Thousand)
Particulars
Financial Year
2023-24
2022-23
Revenue from operations
291750
223316
Other Income
2672
2375
Total Income
294422
225691
Expenditure (excluding depreciation)
338136
291101
Depreciation
7211
9585
Total Expenditure
345347
300686
Profit / (Loss) before Tax
(50925)
(74996)
Current Tax
-
Deferred Tax
(344)
(572)
Tax expense for prior period
3447
Profit / (Loss) after tax
(50581)
(77871)
Earnings per share (Basic)
(5.41)
(1.09)
Earnings per share (Diluted)
OPERATIONS:
The Net loss for the current Financial Year under review amount to Rs. (50581)/- as compared to Net loss for theprevious financial year of Rs. (77871)/-.
The Directors have not declared dividend for the year under review.
The Company has transferred net loss of Rs. 5,05,81000/- to reserves.
During the year under review there was no change in the share capital of the Company.
During the year under review there was no change in the nature of business of the Company.
As on 31st March 2024, 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
Mr. Sagar Arole
07438351
During the year under review, there is no change in the Management of the Company.
Mr. Hardik Dave, Independent Director has resigned with effect from 17th July, 2024. The Company hasappointed Mr. Saugata Sripada Bhattacharjee with effect from 25th July, 2024 as Independent Director.
None of Directors are disqualified as Directors of the Company as per the disclosure received from thempursuant to Section 164(2) of the Companies Act, 2013.
During the financial year under review, declarations were received from all Independent Directors of theCompany that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI ListingRegulations and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made thereunder.
Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of theCompanies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016 has been appended as ANNEXURE - I
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.
During the financial year ended on 31st March, 2024 the Board of Directors of your Company have met 07
(Seven) times viz. 30.05.2023, 26.06.2023, 06.09.2023, 27.09.2023, 08.11.2023, 12.01.2024, 30.03.2024. For further
details, please refer Report on Corporate Governance of this Annual Report.
During the year under review Audit Committee meeting was held on 30.05.2023, 27.09.2023, 08.11.2023 and
12.01.2024.
Nomination and remuneration committee Meeting was held on 06.09.2023 and 12.01.2024.
Stakeholders Relationship Committee meeting was held on 30.03.2024.
Independent Director meeting was held on 30.03.2024
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended31st March, 2024, 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, 2024, the applicable accountingstandards 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 judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2024 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 recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing 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 suchinternal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders RelationshipCommittee, number of meetings held of each Committee during the financial year 2023-2024 and meetingsattended by each member of the Committee as required under the Companies Act, 2013 are provided inCorporate 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.
There have been no Material changes and commitments, if any, affecting the financial position of the Companywhich have occurred between the end of financial year of the Company to which the financial statements relateand the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
During the Financial Year under review, there has been no such significant and material order passed by theregulators/courts/ tribunals impacting the going concern status and company's operations in future.
The Company does not have any Wholly Owned Subsidiary, Subsidiaries, Joint Ventures and AssociatesCompany.
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 isprovided on the website and annexed as ANNEXURE II of the Company www.kaarya.co.in .
Your Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any incompliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the ListingRegulations. The details of the policy are given in Corporate Governance Report and policy is available on theCompany's websitewww.kaarya.co.in
Your Company has approved Risk Management Policy wherein all material risks faced by the Company areidentified and assessed. For each of the risks identified, corresponding controls are assessed and policies andprocedure are put in place for monitoring, mitigating and reporting risk on a periodic basis.
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, KeyManagerial Personnel and Senior Management of the Company. This policy also lays down criteria fordetermining qualifications, positive attributes, independence of Directors and other matters provided under sub¬section (3) of Section 178 of the Companies Act, 2013. List of this policy are given in ANNEXURE - III to thisreport. The detailed policy is available on the Company's website www.kaarya.co.in
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint RedressalCommittee 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 theCompany'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
M/s. Shetty Naik & Associates, Chartered Accountants, (FRN 124851W), Mumbai carried out the StatutoryAudit 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, 2024 isissued with qualified opinion.
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 andthe Rules framed there under, M/s. Piyush Kothari & Associates, Chartered Accountants (Firm Registration No.140711W), be and are hereby appointed as Statutory Auditors of the Company for financial year 2024-2025.
Further as required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 the Auditor have confirmed that they hold a valid certificate issued by the Peer Review Boardof the Institute of Chartered Accountants of India.
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, your Company appointed M/s SARK & Associates, Practising CompanySecretaries, 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 notcontain any qualification, reservation or adverse remark.
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of itsoperations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks tokey business objectives. Major risks identified by the businesses and functions are systematically addressedthrough mitigating action on continuing basis. The Internal Financial Control System has been routinely testedand certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actionsthereon are reported to the Audit Committee.
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 frompublic was outstanding as on the date of the balance sheet.
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.
The Company has entered into Related Party Transaction during the financial year were on Arm's length basisand in ordinary course of business. Particulars of related party transaction entered during the year as per Section188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is annexed to Directors report as ANNEXURE -V.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors of theCompany has carried out annual evaluation of its own performance, its Committees and individual directors, theBoard as a whole and that of Chairman after taking into consideration of the various aspects of the Board'sfunctioning, 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 theBoard as a whole and performance of the Chairman was evaluated, taking in to account the views of ExecutiveDirector and Non-executive Directors, performance evaluation of Independent Directors being evaluated.
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.
The Company's research and development focus is on developing new frameworks, processes andmethodologies to improve the speed and quality of service delivery.
The earnings and expenditure in foreign exchange were as under:
Earning NIL lacsExpenditure NIL lacs
CSR provisions are not applicable for the Company.
A separate section on Corporate Governance along with the Management Discussion & Analysis forming part ofDirectors' Report and certificate from the company secretary in whole time practice regarding compliance ofconditions of Corporate Governance stipulated as per Part B and C of Schedule V of the Listing Regulations isannexed 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 allmandatory provisions of Corporate Governance as prescribed under the Listing Regulations are complied with.
Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for theircontinued support during the year.
Vineet Pandey Vishal Panchal
Joint Managing Director Chairman and Managing Director
DIN: 00687215 DIN: 00687445