Directors Report of Kalpa Commercial Ltd.

Mar 31, 2016

REPORT OF BOARD OF DIRECTORS

Dear Members,

Directors of the company are pleased to present the Annual Report on the business and operation of the Company, along with Audited Accounts, for the financial year ended 31^st March, 2016

FINANCIAL HIGHLIGHTS

___(Rs. In Lacs)

Details	Year Ended 31.03.2016	Year Ended 31.03.2015
Total Revenue	527.20	770.58
Expenditure	510.42	758
Depreciation	-	0.12
Exceptional Items	-	-
Profit/(Loss) before Tax	16.78	13
Provision for Tax	5	5
Net Profit/(Loss)	11.60	7.88

Financial Performance:

During the year under review, your company has generated Rs. 527.20 Lakhs revenue from operations as compared to Rs. 770.58 lakhs in financial year. 2014-15. In the Year 2015-2016, the company performed very well and is managed to increases its profit after tax vis-a-vis 7.88 Lakhs (in Year 2014-2015) to 11.60 Lakhs (in year 20152016) a commendable increase of 3.72 Lakhs. The Board of Directors, individually and collectively are committed to maintain the same pace of growth in the profits of company in near future.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs 102,500,000 (Rupees Ten Crore Twenty Five Lakhs) 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, The Board of Directors does not recommend any Dividend.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows:

_Amount in Rs.

	31/03/2016	31/03/2015
Securities Premium Account
Opening Balance	492,500,000	492,500,000
Addition during the year	-	-
Closing Balance	492,500,000	492,500,000
Surplus in Statement of Profit and Loss
Opening balance	3,058,432	2270920
( ) Net Profit for the year	1,160,089	787,512
Closing Balance	5,218,521	3058432
Adjustment on Amalgamation*	(75,00,000)	(75,00,000)
Grand Total	421,718,523	420,558,434

AUDITORS

The Members of the Company had at its Annual General Meeting held on 30^th September 2015 approved the appointment of M/s. Sudhir Agarwal & Associates, Chartered Accountants having registration No. 509930C as the Statutory Auditor of the Company, till the conclusion of ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment.

In pursuant to second proviso to section 139(2) of Companies Act, 2013 and subject to rules framed there under, 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 General Meeting to be held in the financial year 2017-18, is being placed before members'' for appointment.

On the recommendation made by Audit committee to board of directors, the board recommended the appointment of the same before shareholders at ensuing Annual General Meeting 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 there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' report on the financial statement for the financial year 2015-16 is self explanatory. Auditors report is attached herewith Annual Report.

SECRETARIAL AUDITOR

The Board of Directors has appointed Ranjeet Verma & Associate, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The Secretarial Audit Report is annexed herewith and marked as Annexure III to this Report.

CHIEF FINANCIAL OFFICER

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and subject to rule 8 of (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors appointed Mr. Saurabh Jain, Chief Financial Officer of the company and consent of shareholders has been taken at previous Annual General Meeting .

CORPORATE GOVERNANCE REPORT

The directors of the company are committed to adopt 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 regulation 34(2)(e) SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is attached in Annexure II to this Report.

BOARD EVALUATION

To increase transparency and efficiency of the board of directors, the board himself 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, 2016 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31^st March, 2016, 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 2015-16:

Sr. No.	Particulars	Amount
1.	Remuneration paid to Mr. Saurabh Jain	90,000
2.	Median Remuneration of employees	2,17,500

As the remuneration paid to Mr. Saurabh Jain is more than median remuneration paid to employees therefore ratio calculated of remuneration paid to Mr. Saurabh Jain against the median remuneration paid to employees are 0.143.

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 2015-16:

Mr. Saurabh Jain was appointed w.e.f. 2^nd September 2015 on remuneration of Rs. 7,500 per month but in previous year no director receives any remuneration from the company, therefore in the year under review an increased percentage could not be calculated as there was no remuneration paid to directors in the year 20142015 and percentage increase is not ascertainable.

iii) The percentage increase in the median remuneration of employees in the financial year 2015-16:

Percentage increase in median remuneration of employee is 20.83% as median remuneration of employee in the financial year 2015-16 is 217,500 against financial 2014-15 is Rs. 180,000.

iv) The number of permanent employees on the rolls of company: 8

v) 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:

Amount in Lacs

	2015-16	2014-2015	Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum basis)	2.22	2.53	(0.31)
Managing Director/Director (Per Annum basis)	0.9	Nil	0.9
CFO	NIL	Nil	Nil
Company Secretary (Per Annum basis)	1.20	1.20	Nil

vi) 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 framed for Directors by the company.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

All the directors are hereby jointly and individually 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 2016-17.

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.in

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, 2016, 6 (Six) meetings of the Board of Directors were held as against the statutory minimum requirement of 4 (Four) meetings as per provision of section 173 of Companies Act, 2013. None of the two Board Meetings have a gap of more than 120 days between them. The dates of board meeting are mentioned below:

Sr. No.	Date
1.	30th May 2015
2.	14th August 2015
3.	2nd September 2015
4.	6th November 2015
5.	12th February 2016
6.	28th March 2016

The Company strictly adopted zero tolerance policy 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 there under.

During the financial year 2015-16, the Company has received no complaints on sexual harassment.

D) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 of the company; please refer financial statement for the same.

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

Kalpa Commercials Limited has not any Subsidiary Company/ies.

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 30^th 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.in.

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, 2016 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(i) THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY; The Company as well as Board of Directors are 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 UTILIZING 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.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

	Year 2016 (Amount)	Year 2015 (Amount)
Foreign Exchange earning	Nil	Nil
Foreign Exchange outgoing	Nil	Nil

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

Registered Office:

For Kalpa commercial limited

301, Neelkanth Chambers-II, Plot no.14, LSC

Saini Enclave, Delhi 110092 IN

Sd/-

Saurabh Jain

Place: New Delhi

Managing Director

°³.°⁹.²⁰¹⁶ DIN:07261815

---

Mar 31, 2015

Dear Members,

The 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

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Details Year Ended 31.03.2015 Year Ended 31.03.2014

Total Revenue 770.58 854.76

Expenditure 758.00 818.50

Depreciation 0.00 0.00

Exceptional Items 0.00 0.00

Profit/(Loss) before Tax 12.58 36.26

Provision for Tax 04.57 13.85

Net Profit/(Loss) 08.01 22.41

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.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows:

Amount in Rs. 31/032015 31/03/2014

Securities Premium Account

Opening Balance 492,500,000 492,500,000

Addition during the year - -

Closing Balance 492,500,000 492,500,000

Surplus in Statement of Profit and Loss

Opening balance 2,270,920 29,499

( ) Net Profit for the year 787,512 2,241,421

Closing Balance 3,058,432 2,270,920

Adjustment on Amalgamation* (75,000,000) (75,000,000)

Grand Total 420,558,434 419,770,920

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.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Amount in Lacs

Particulars Ms. Geetika Chawla

Remuneration to Key Managerial Personnel (KMP) per annum basis 1.20

Total Revenue 770.58

Remuneration (as % of revenue) 0.16

Profit after tax (PAT) 7.88

Remuneration (as % of PAT) 15.23

No remuneration is being paid to Director and Ms. Geetika Chawla appointed on 01st January 2015 and resigned on 16th April 2015

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:

Particulars Unit As at 31st March, As at 31st March, Variation 2015 2014

Closing rate of share at BSE Rs. 63.77 N.A. N.A.

Net Worth Rs./Lac 5230.58 5222.71 0.15

Market Capitalization Rs./Lac 6536.43 N.A. N.A.

Price Earnings Ratio Rs. 797.13 N.A. N.A.

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:

Amount in Lacs

2014-15 2013-14 Increase/ Decrease in %

Average Salary of Employee other than key Managerial 17.10 30.06 (9.10) Personnel (Per Annum basis)

Managing Director/Director Nil Nil Nil

CFO Nil Nil N.A.

Company Secretary (Per Annum basis) 1.20 1.20 Nil

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars Ms. Geetika Chawla

Remuneration to Key Managerial Personnel (KMP) per annum basis 1.20

Total Revenue 770.58

Remuneration (as % of revenue) 0.16

Profit after tax (PAT) 7.88

Remuneration (as % of PAT) 15.23

No remuneration is being paid to Director and Ms. Geetika Chawla appointed on 01st January 2015 and resigned on 16th April 2015

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:

Sr. No. Date Sr. No. Date

1. 05.05.2015 11. 14.08.2014

2. 14.05.2014 12. 06.09.2014

3. 22.05.2014 13. 14.10.2014

4. 30.05.2014 14. 21.10.2014

5. 02.06.2014 15. 14.11.2014

6. 11.06.2014 16. 24.12.2014

7. 17.06.2014 17. 01.01.2015

8. 21.06.2014 18. 14.01.2015

9. 04.07.2014 19. 20.01.2015

10. 14.07.2014 20. 14.02.2015

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.

Registered Office: By Order of the Board

WB-12B, Gali No. 1, For Kalpa commercial limited Ground Floor, Shakarpur, New Delhi 110092

Saurabh Jain

Place: New Delhi Managing Director

Dated: 02.09.2015 DIN: 07261815

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Mar 31, 2013

The Members, KALPA COMMERCIAL LIMITED

The Directors take great pleasure in presenting this Annual Report of your company, alongwith the Audited Statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs.) 2012-13 2011-12 Turnover 82,31,850 76,65,765

Profit before Depreciation Interest & Tax (PBDIT) 9,17,692 7,23,526

Interest & Financial Expenses 3,00,000 1,77,500

Profit before Depreciation & Tax (PBDT) 9,17,692 7,23,526

Depreciation 96,099 1,22,087

Profit before Tax (PBT) 8,21,593 6,01,439

2. PERFORMANCE REVIEW

As compared to last year turnover of Rs. 76,65,765 your company achieved turnover of Rs. 82,31,850 during the current year. Instead of increase in cost of raw material as well as continuous increase in transportation of goods Sale Company achieve higher turnover in compare of previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement your Directors wish to report as follows:

a. Industry Structure & Developments

Fifty-five percent of retail executives surveyed believe that the economy will improve over the next year, representing a slight drop in enthusiasm from the 2012 survey, when 65 percent anticipated that the economy would improve in a year''s time. Similarly, 36 percent of respondents expect the economy to remain flat over the next year, compared to 33 percent the previous year.

b. Opportunities and Threats

Indian incomes are growing at about the same rate, but from a much smaller starting base. And so what we would expect to see in India, which is still largely a rural country a rural agrarian country 70% of the population living on the farm. We would expect to see lifetime consumption increase.

c. Outlook

Theoutlookforthe industry and consequently for your company for the coming year is very positive.

d. Internal Control System

Your company has good and effective internal control system to check inefficiency and timely detection and redressal of unwanted irregularity or incompatibility in the system.

4. LISTINGS

The shares of your company are currently listed with Delhi Stock Exchanges.

5. DIRECTORS

Sh. Anurag Garg, Director of the Company, retire by rotation at this meeting and being eligible, offer himself for re-appointment.

Sh. Prakash ChandAgrawal, Director of the Company, retire by rotation at this meeting and being eligible, offer himself for re-appointment.

Sh.ArvindAgarwal and Shri Kuldeep Singh has been appointed as Director of Company in Extra General Meeting held on 8th Day of June 2013.

Sh. Arvind Agarwal has been appointed as Managing Director of Company in Board Meeting held on 9th Day ofAugust 2013.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors hereby confirm that:-

i) in the preparation of theAnnualAccounts, the applicableAccounting Standards have been followed

ii) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit and loss of the Company for the financial year2012-13

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) theAnnualAccounts have been prepared on agoing concern basis.

7. FIXED DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

8. CORPORATEGOVERNANCE

Under Annexure - II, a separate section on Corporate Governance is included in this Annual Report. The certificate from the Company''s Auditors, confirming the terms of Corporate Governance as stipulated in the clause 49 of the ListingAgreement with the Stock Exchanges is annexed thereto.

9. AUDITORS'' REPORT

The Auditors'' Report and Notes on Accounts are self-explanatory and therefore, do not call for any comments.

10. AUDITORS

M/s KumarAnoop&Co., CharteredAccountants, StatutoryAuditorsare retiring attheforthcomingAnnual General Meeting and express his intention to not re-appointed. So company receive consent of appointment from M/s Nitin Mittal & Co, CharteredAccountant being eligible themselves for appointment as statutory auditor of Company.

11. AMALGAMATION

With a view to achieving synergies of operations, optimum utilization of resources and control costs, the Board of Directors had decided to amalgamation of Freesia Construction Private Limited with the Company w.e.f. April 1,2011 i.e. ''the Appointed Date''. The Hon''ble High Court of Judicature at Delhi had, vide its Order dated March 12, 2013, sanctioned the scheme of amalgamation between Freesia Construction Private Limited. With the Company

PARTICULARS OF EMPLOYEES U/S217(2A)

The Company has not paid remuneration to any employee of the Company beyond the prescribed limit under the provisions of Section 217(2A)ofthe CompaniesAct, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended to date. Hence no particulars are required to be given under this section.

DISCLOSURE OF PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIESACT, 1956AND LISTING AGREEMENT OF STOCK EXCHANGES.

The information as per Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, and the disclosure under listing agreement is enclosed as perAnnexure -I & II attached herewith, form an integral part of this report.

INDUSTRIAL RELATIONS & HUMAN RELATIONS DEVELOPMENT:

Human resources are the most important resource and your directors believe in to give them their due weightage for their crucial role-playing in the overall progress of the organization. The relationship between the management and the staffs/ workers has been comfortable and cordial during the year.

ACKNOWLEDGMENT

Your Directors are pleased to acknowledge their sincere gratitude to all officers/ staffs/ workers, as team members, for their dedicated and sincere efforts and also to Bankers, creditors, suppliers and all concerned for showing their continued faith and extending their full and wholehearted support to our organization.

For and on behalf of the Board Sd/- Place: DELHI Date : 3rd September 2013 Chairman