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Directors Report of Kalyani Investment Company Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the Sixth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2015.

1. Financial Highlights (Rs in Million)

2014-15 2013-14

Revenue from Operations : 6.575 2.015

Other Income : 188.245 164.225

Total Revenue : 194.820 166.240

Total Expenditure : 24.005 31.323

Profit before Exceptional Items and Tax : 170.815 134.917

Exceptional Items : — 55.605

Profit before Tax 170.815 190.522

Tax Expenses 1.280 11.460

Profit after Tax : 169.535 179.062

2. Dividend & Reserves

The Directors have decided to consolidate Company's finances during the current year. As a result, the Directors do not recommend any Dividend on Equity Shares for the financial year ended 31st March, 2015.

During the year under review, it is proposed to transfer Rs. 33.908 Million to Reserve Fund (Under Section 45IC(1) of the Reserve Bank of India Act, 1934). An amount of Rs. 246.576 Million is proposed to be retained as 'Surplus in the Statement of Profit and Loss'.

3. Management Discussion and Analysis Report

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented as a part of the Corporate Governance Report.

4. Corporate Governance

Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

A certificate from Statutory Auditor of the Company, Mr.P.V. Deo, Chartered Accountant, Pune confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Report on Corporate Governance.

5. Fixed Deposits

The Company has not accepted any deposits from the public during the year.

6. Directors

In terms of the provisions of the Companies Act, 2013 and the Articles of Association, 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.

Mrs.Deeksha A. Kalyani, who was appointed as an Additional Director on the Board, with effect from 30th March, 2015, holds office till the ensuing Annual General Meeting. Notice proposing appointment of Mrs.Deeksha A. Kalyani, as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6.1 Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

6.2 Board Diversity and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Board Diversity and Remuneration Policy is available on the website of the Company viz. www.kalyani-investment.com.

6.3 Meetings

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

7. Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 31st March, 2015 and of the profit of the Company for the year ended on that date;

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 financial statements for the year ended 31st March, 2015, on a 'going concern' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vii)) 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 Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

9. Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the Company has planned activities as per the Corporate Social Responsibility (CSR) Policy and the details of CSR Activities being undertaken by the Company are annexed herewith as Annexure "A". The CSR Policy is available on Company's website www.kalyani-investment.com.

10. Related Party Transactions

During the year under review, the Company has not entered into any related party transactions with related parties, in terms of sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website viz. www.kalyani-investment.com.

11. Risk Management

Pursuant to requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee and the Risk Management Policy are set out in the Corporate Governance Report forming part of the Directors' Report.

12. Statutory Auditor and Auditor's Report

At the 5th Annual General Meeting held on 5th September, 2014, Mr.P.V. Deo, Chartered Accountants, Pune was appointed as Auditor of the Company, to hold office for the period of three years i.e. from the conclusion of 5th Annual General Meeting till the conclusion of the 8th Annual General Meeting to be held in 2017 and the said appointment is subject to ratification by the members at every Annual General Meeting, in term of First Proviso to Section 139 of the Companies Act, 2013.

The Company has received letter from Mr.P.V. Deo, Chartered Accountants, Pune to the effect that his appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for appointment.

The Directors recommend ratification of his appointment from the conclusion to ensuing Annual General Meeting till the conclusion of the 7th Annual General Meeting.

The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and hence do not call for any further comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

13. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s SVD & Associates, Company Secretaries, Pune, to undertake Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. Particulars of Employees and related Disclosures

The information required pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided in Annexure "C".

15. Extract of the Annual Return

An extract of the Annual Return as on 31st March, 2015, pursuant to the Section 92(3) of the Companies Act, 2013 is annexed hereto as Annexure "D".

16. Whistle Blower Policy

The Company has vigil mechanism named 'Whistle Blower Policy', wherein the employees / directors can report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the mechanism. The 'Whistle Blower Policy' as approved by the Board is uploaded on the Company's website viz. www.kalyani-investment.com.

17. Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

18. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were tested and no reportable material weakness was observed in the design or implementation.

19. Material Changes and Commitments, if any affecting Financial Position of the Company

There are no adverse material changes or commitments occurring after 31st March, 2015, which may affect the financial position of the Company.

20. 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.

21. Familiarisation Programme

The details of programmes for familiarisation of Independent Directors with the Company are put up on website of the Company viz. www.kalyani-investment.com.

22. Acknowledgement

The Directors take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani Date : 21st May, 2015 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fourth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2013.

1. Financial Results:

During the year under review, the Company divested its interest in Kalyani Gerdau Steels Limited. Accordingly the loss on the sale of the said investments aggregating to Rs. 166,300,000/-, has been disclosed as an exceptional item in the Statement of Profit and Loss.

As a result, the Company has made a net loss of Rs. 53,694,528/- during the year, as compared to profit of Rs. 164,797,391 /- in the previous year.

2. Dividend:

The Directors do not recommend any dividend on 14% Non-Cumulative Redeemable Preference Shares and Equity Shares of the Company for the year ended 31st March, 2013, in view of the loss incurred by the Company.

3. Directors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Amit B. Kalyani and Mr.B.B. Hattarki, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

4. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the financial statements for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 as at 31st March, 2013 and of the loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care 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; and

iv) the Directors had prepared the financial statements for the year ended 31st March, 2013, on a going concern'' basis.

5. Fixed Deposits:

The Company has not accepted any deposits from the public.

6. Auditor and Auditor''s Report:

Mr.P.V. Deo, Chartered Accountant, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from Mr.P.V. Deo, Chartered Accountant, to the effect that his appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations and comments given by the Auditor in his Report read together with notes to accounts are self-explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

7. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs. 6,000,000/- per annum or Rs. 500,000/- per month or in excess thereof as the case may be, respectively.

8. Conservation of energy, technology absorption and foreign exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 24th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Third Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended 31st March, 2012.

1. Financial Results :

During the year under review, your Company has made a net profit of Rs 164,797,391/- as compared to Rs 63,656,329/- in the previous year.

2. Dividend :

Your Directors have declared interim dividend of 14% on Non-Cumulative Redeemable Preference Shares during the year ended 31st March, 2012.

Your Directors do not recommend any dividend on Equity Shares of the Company for the year ended 31st March, 2012.

3. Directors :

Mr.R.K. Goyal who was co-opted on the Board of the Company as an Additional Director, with effect from 12th August, 2011, holds office till the ensuing Annual General Meeting. Notice proposing appointment of Mr.R.K. Goyal as Director having been received, the matter is included in the Notice for the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.S.S. Vaidya and Mr.C.G. Patankar, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

4. Directors' Responsibility Statement :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) in the preparation of the financial statements for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 as at 31st March, 2012 and of the profit of the Company for the year under review;

iii) the Directors had taken proper and sufficient care 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; and

iv) the Directors had prepared the financial statements for the year ended 31st March, 2012, on a 'going concern' basis.

5. Fixed Deposits :

The Company has not accepted any deposits from the public.

6. Auditors :

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

7. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs 6,000,000/- per annum or Rs 500,000/- per month or in excess thereof as the case may be, respectively.

8. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.



for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 26th May, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Second Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2011.

1. Listing of Equity Shares :

The Directors are pleased to inform you the listing of Equity Shares of the Company on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Pune Stock Exchange Limited (PSE) with effect from 14th January, 2011.

2. Financial Results:

During the year under review your Company has made a net profit of Rs. 63,656,329/- as compared to Rs. 59,459/- in the previous year.

3. Dividend:

Considering the extent of distributable profits available with the Company, your Directors have declared interim dividend of 7% on Non-Cumulative Redeemable Preference Shares.

Your Directors do not recommend any dividend on Equity Shares of the Company for the year ended 31st March, 2011.

4. Directors :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Amit B. Kalyani and Mr.B.B. Hattarki, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, they offer themselves for re-appointment.

These appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

5. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirm that:

i) in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) accounting policies selected had been applied consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) proper and sufficient care had 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 and;

iv) the annual accounts had been prepared, on a going concern basis.

6. Fixed Deposits:

The Company has not accepted any deposits from the public.

7. Auditors:

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

8. Particulars of Employees :

During the year, no person was employed for the whole or part of the year and was in receipt of remuneration at the rate of Rs. 6,000,000/- per annum or Rs. 500,000/- per month or in excess thereof as the case may be, respectively.

9. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services.

for and on behalf of the Board of Directors

Amit B. Kalyani Chairman

Place : Pune Date : 25th May, 2011






Mar 31, 2010

The Company has received "In-principle" approvals for listing from all the aforesaid Stock Exchanges and the Equity Shares of your Company would be listed and admitted to dealings on receipt of approval of Securities and Exchange Board of India (SEBI) by relaxation of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957.

3. Financial Results:

During the period under review your Company has made a net profit of Rs.59,459/-.

4. Dividend:

Your Directors do not recommend any dividend for the period under review.

5. Directors:

Mr.B.B. Hattarki, First Director of the Company, appointed by virtue of the provisions of the Articles of Association, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for appointment.

Mr.Amit B. Kalyani and Mr.C.G. Patankar, were appointed as an Additional Directors with effect from 16th September, 2009. Mr.S.S. Vaidya, was appointed as an Additional Director with effect from 31st March, 2010. All these Directors hold office till the conclusion of the ensuing Annual General Meeting and are eligible for appointment.

The appointments of Mr.B.B. Hattarki, Mr.Amit B. Kalyani, Mr.C.G. Patankar and Mr.S.S. Vaidya, form part of the Notice of the Annual General Meeting and the resolutions for their appointments are recommended for your approval. Profiles of these Directors, as required by the Corporate Governance Code (Clause 49 of the Listing Agreement), are given in the report on Corporate Governance.

6. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm that:

i) in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) accounting policies selected had been applied consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) proper and sufficient care had 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 and;

iv) the annual accounts had been prepared, on a going concern basis.

7. Fixed Deposits:

The Company has not accepted any deposits from the public.

8. Auditor:

You are requested to re-appoint the Auditor of the Company for the Current Year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

9. Particulars of Employees :

During the year no person was employed for the whole or part of the year.

10. Conservation of energy, technology absorption and foreign currency exchange earnings & outgo :

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing, has no foreign collaboration and has not exported or imported any goods or services. for and on behalf of the Board of Directors

Place : Pune Amit B. Kalyani

Date : 27th July, 2010 Chairman

 
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