To,
The Members,
Kalpa Commercial Limited
1st Floor, 984, Pocket C,
IFC Ghazipur,
Delhi - 110 096 IN.
The Directors have pleasure in submitting their 40th Annual report on the business and
operations of the Company along with the Audited Balance Sheet and Profit & Loss
Accounts for the year ended 31st March, 2025.
1. FINANCIAL RESULTS
Financial Results of the Company for the year under review along with the figures for
previous year are as follows:
(Amt.in "Lakhs")
| Details |
Year ended 31. 03.2025 |
Year ended 31.03.2024 |
| Total Revenue |
281.28 |
156.50 |
| Expenditure |
592.52 |
177.64 |
| Depreciation |
- |
- |
| Exceptional Items |
- |
- |
| Profit/(Loss) before Tax |
(273.63) |
(20.20) |
| Tax Expense |
- |
- |
| Profit/(Loss) after Tax |
(273.63) |
(20.20) |
2. REVIEW OF OPERATIONS
During the year under review, your Company has reported revenue of Rs. 281.28 lakhs
from operations Financial Year 2024-25 as against the Rs. 156.50 Lakhs revenue of Last
year.
3. DIVIDEND
No dividend was declared for the Financial Year ended 31st March, 2025 by the Board of
Directors.
4. DIVIDEND DISTRIBUTION POLICY
"In accordance with the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company is not among the
top 1000 listed entities and has therefore not maintained a Dividend Distribution Policy.
5. GENERAL RESERVES
During the year under review, no amount was transferred to general reserves.
6. DEPOSITS
Your Company has not accepted deposits within the meaning of Section 73 and 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question
of non-compliance of the relevant provisions of the law relating to acceptance of deposit
does not arise.
7. SUBSIDIARIES
The Company is not having any subsidiary company.
8. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) DIRECTORS
| Name of Director |
Director Identification Number (DIN) |
Designation |
Category |
| Mr. Ishant Malhotra |
06459062 |
Managing Director |
Executive Director |
| Mr. Shivam Kumar |
08436589 |
Independent Director |
Non-Executive Director |
| Mrs. Shivani |
09426134 |
Independent Director |
Non-Executive Director |
| Mr. Love Kumar |
10180176 |
Independent Director |
Non-Executive Director |
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013.
ii) BOARD AND COMMITTEE MEETINGS
a) BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on Company / Business Policy
and Strategy apart from other Board business. The Board / Committee Meetings are scheduled
in compliance with the provisions of the Companies Act, 2013.
The Agenda of the Board / Committee meetings includes detailed notes on the items to be
discussed at the meeting is circulated at least a week prior to the date of the meeting.
| Quarter |
Date |
Day |
| Quarter 1 |
01-04-2024 |
Monday |
|
30-05-2024 |
Thursday |
| Quarter 2 |
08-08-2024 |
Thursday |
|
02-09-2024 |
Monday |
| Quarter 3 |
03-10-2024 |
Thursday |
|
07-11-2024 |
Thursday |
| Quarter 4 |
11-02-2025 |
Tuesday |
b) COMMITTEES OF THE BOARD
The following are the committees constituted by the Board as;
(i) Audit Committee;
(ii) Nomination and Remuneration Committee; and
(iii) Stakeholder Relationship Committee
C) The Composition of the Committees as on March 31, 2025 is as follows:
(i) Audit Committee;
| SI. No. |
Name of Member |
Designation (and Category) |
| 1 |
Mr. Shivam Kumar |
Chairperson (Non-Executive Independent Director) |
| 2 |
Mrs. Shivani |
Member (Non-Executive Independent Director) |
| 3 |
Mr. Love Kumar |
Member (Non-Executive Independent Director) |
(ii) Nomination and Remuneration Committee
| SI. No. |
Name of Member |
Designation (and Category) |
| 1 |
Mr. Shivam Kumar |
Member (Non-Executive Independent Director) |
| 2 |
Mrs. Shivani |
Chairperson (Non-Executive Independent Director) |
| 3 |
Mr. Love Kumar |
Member (Non-Executive Independent Director) |
(iii) Stakeholder Relationship Committee
| SI. No. |
Name of Member |
Designation (and Category) |
| 1 |
Mr. Shivam Kumar |
Chairperson (Non-Executive Independent Director) |
| 2 |
Mrs. Shivani |
Member (Non-Executive Independent Director) |
| 3 |
Mr. Love Kumar |
Member (Non-Executive Independent Director) |
d) COMMITTEE MEETINGS
Table containing details of meetings of various Committees along with dates are as
below:
| SI. No. |
Committee |
No. of Meetings |
Date of Meetings |
| 1 |
Audit Committee (ACM) |
04 |
May 30, 2024 |
|
|
|
August 8, 2024 |
|
|
|
November 07, 2024 |
|
|
|
February 11, 2025 |
| 2 |
Nomination and Remuneration Committee (NRC) |
01 |
May 30, 2024 |
| 3 |
Stakeholder Relationship |
01 |
May 30, 2024 |
iii) DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended 31st March, 2025, the
applicable Indian Accounting Standards have been followed along with proper explanation
relating to material departure;
(ii) The Directors have selected such accounting policies and were 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 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 Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on-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 are operating
effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
iv) REPORTING OF FRAUD BY AUDITORS
During the period under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee, under section 143(12) of the Companies Act
2013, any instance of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
v) DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and
25 of of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
vi) NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee are
included in the report on Corporate Governance.
vii) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors or the Secretarial Auditor of the Company.
viii) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
The company has not given any loans, guarantees or investments made covered under the
provisions of section 186 of the Companies Act, 2013.
ix) RELATED PARTY TRANSACTION
The Board has formulated and adopted a Related Party Transactions Policy for the
purpose of identification, monitoring and reporting related party transactions. The policy
is available on company's website. Further the company has not entered into any related
party transaction during the financial year 2024-25
x) MATERIAL CHANGES, IF ANY
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial relate and the date
of this report.
xi) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO
A. CONSERVATION OF ENERGY
(i) The steps taken or impact on the conservation of energy
Regular efforts are made to conserve energy through various means such as the use of
low energy consuming lighting, etc.
(ii) The steps taken by the Company for using alternate sources of energy
Since your Company is not an energy-intensive unit, utilization of alternate sources of
energy may not be feasible; and
(iii) Capital investment on energy conservation equipment Nil.
B. TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption:
The Company has not entered into technology agreement or collaborations.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution:
Benefits from the efforts above include cost rationalization, lower usage of natural
resources, enhancement of productivity, resource optimisation.
(iii) Information regarding imported technology (Imported during last three years):
The Company did not imported any technology.
(iv) Expenditure incurred on research and development: None
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Kalpa Commercial Limited does not have any foreign exchange earnings and expenditure.
xii) BUSINESS RISK MANAGEMENT
The main identified risks at the Company are legal & regulatory risk. Your company
has established a comprehensive risk management policy to ensure that risk to the
Company's continued existence as a going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by the board of directors
is implemented by the company management.
xiii) CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirements related
to Corporate Social Responsibility (CSR) are applicable to companies that meet the
specified thresholds in terms of net worth, turnover, or net profit.
We would like to state that for the financial year 2024-25, your Company does not fall
under the criteria prescribed under Section 135(1) of the Companies Act, 2013, as the
Company has not met any of the following thresholds:
• Net worth of ?500 crore or more, or
• Turnover of ?1,000 crore or more, or
• Net profit of ?5 crore or more during the immediately preceding financial year.
Accordingly, the provisions relating to the constitution of the CSR Committee and
formulation of a CSR Policy are not applicable to the Company for the said financial year.
xiv) BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an annual evaluation of its own performance, and that of the Directors as
well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects, including inter alia
structure of the Board, including qualifications, experience and competence of Directors,
diversity in Board and process of appointment; Meetings of the Board, including regularity
and frequency, agenda, discussion and dissent, recording of minutes and dissemination of
information; functions of the Board, including strategy and performance evaluation,
corporate culture and values, governance and compliance, evaluation of risks, grievance
redressal for investors, stakeholder value and responsibility, conflict of interest,
review of Board evaluation and facilitating Independent Directors to perform their role
effectively; evaluation of management's performance and feedback, independence of
management from the Board, access of Board and management to each other, succession plan
and professional development; degree of fulfillment of key responsibilities, establishment
and delineation of responsibilities to Committees, effectiveness of Board processes,
information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge
and competence, fulfillment of functions, ability to function as a team, initiative,
availability and attendance, commitment, contribution, integrity, independence and
guidance/support to management outside Board/Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including effectiveness of leadership and
ability to steer meetings, impartiality, ability to keep shareholders' interests in mind
and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and
composition; effectiveness of the Committee; structure of the Committee; regularity and
frequency of meetings, agenda, discussion and dissent, recording of minutes and
dissemination of information; independence of the Committee from the Board; contribution
to decisions of the Board; effectiveness of meetings and quality of relationship of the
Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors, who also
reviewed the performance of the Board as a whole. The NRC also reviewed the performance of
the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as
appropriate. Significant highlights, learning and action points with respect to the
evaluation were presented to the Board.
xv) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per the relevant provision of Companies Act, 2013 read with Rules made thereunder
and SEBI (LODR) Regulation, 2015 report on Management Discussion and Analysis has been
included in this annual report as Annexure-1 and Corporate Governance Report along with
Auditors statement as Annexure-2.
xvi) CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the company in the review period.
xvii) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING
THE YEAR
During the Year Mr. Mukul Jindal Director of the Company has resigned from his position
as effective on 30.09.2024.
xviii) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Joint Ventures or Associate Company and Subsidiary
xix) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:-
During the year under review there has been not any such significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and company's operations in future.
xx) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System which is commensurate with the size, scale
and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit reports to the Chairman of the Audit Committee of the Board and to the
Managing Director. The Internal Audit Department reviews the effectiveness and efficiency
of these systems and procedures to ensure that all assets are protected against loss and
that the financial and operational information is accurate and complete in all respects.
Company policies, guidelines and procedures provide for adequate checks and balances and
are meant to ensure that all transactions are authorized, recorded and reported correctly.
xxi) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made thereunder. There was no complaint on sexual
harassment during the year under review.
| Particular |
Number |
| Number of complaints of sexual harassment received in the year |
0 |
| Number of complaints disposed off during the year |
0 |
| Number of cases pending for more than ninety days |
0 |
xxii) MATERNITY BENEFIT ACT 1961
Your Company is fully committed to upholding the rights and welfare of its employees,
particularly with regard to maternity benefits. We affirm that the company complies with
all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to
time.
xxiii) INSOLVENCY AND BANKRUPTCY CODE, 2016
During the reporting period, there were no applications made or proceedings initiated
or pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Accordingly, this disclosure is not applicable for the financial year ended 31 March,
2025.
xxiv) DISCLOSURE ON VALUATION DIFFERENCES IN CASE OF ONE-TIME SETTLEMENT WITH BANKS OR
FINANCIAL INSTITUTIONS
During the reporting period, the Company has not entered into any one-time settlement
with banks or financial institutions. Accordingly, the requirement to disclose the
difference between the valuation done at the time of one-time settlement and the valuation
done while availing loans does not arise and is not applicable for the financial year
ended 31 March, 2025.
xxv) SHARE CAPITAL
During the year under review, the Company has not issued any shares.
xxvi) DEPOSITORY SYSTEM
In view of the numerous advantages offered by the depository system, the members are
requested to avail the facility of Dematerialization of the Company's shares on NSDL &
CDSL. The ISIN allotted to the Company's Equity shares is INE059Q01014.
The details of Registrar and Share Transfer Agent of the company is provided in the
Corporate Governance Column of this Annual Report. The Members are advised to contact the
Registrar and Share Transfer Agent of the Company or the Company itself with relation to
any question related to Dematerialisation & related aspects.
xxvii) STATUTORY INFORMATION
The statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 will be provided to the interested candidate, for obtaining a copy of the same
may write to the Company Secretary at infokalpa2@gmail.com.
In terms of proviso to Section 136(1) of the Act, the Report along with Accounts are
being sent to the shareholders excluding the aforesaid Annexure. The said Annexure is open
for inspection at the Registered Office of the Company.
Any member interested in obtaining a copy of the same may write to the Company
Secretary at the Registered Office of the company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
None of the employees mentioned in the said statement is a relative of any Director of
the Company.
And none of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the equity shares of the Company.
xxviii) CODES AND POLICIES
The details of the policies approved and adopted by the Board as required under the
Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are
provided in Annexure-4 to the Board's report.
xxix) AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR
M/s. SGR & Associates LLP, Chartered Accountants (FRN: 022767N) as the Statutory
Auditors of the Company for term of five years from F.Y. 2022-23 to F.Y. 2027-28. Pursuant
to the provisions of section 139 of the Act, M/s SGR & Associates LLP, Chartered
Accountants (Firm Registration No. 022767N) were appointed as the Statutory Auditors of
the Company, for a term of five years, to hold office from the conclusion of the 38th AGM
held on September 29, 2023 till the conclusion of the 43rd AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under,
the Company has received certificate from the Auditors along with peer review certificate,
that they are eligible to continue with their appointment and that they are not
disqualified in any manner whatsoever from continuing as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended on 31st
March, 2025 are free from any qualification, reservation, observation and adverse remark;
further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with
the Financial Statements in this Annual Report.
The Report given by the Auditors on the financial statements of the Company is part of
the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s PARISA SHARMA & ASSOCIATES, COMPANY SECRETARIES as the Secretarial
Auditor of your Company to undertake the Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year ended 31st March, 2025 is annexed
herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
Your company has appointed M/s Prakash Chander & Associates, Peer Reviewed firm of
Company Secretaries (Firm Registration No. S2017DE496600) as the Secretarial Auditors
of the Company for a 1st term of five consecutive years commencing from the financial year
2025-26 till the financial year 2029-30, subject to approval of the shareholders of the
Company at the ensuing upcoming Annual General Meeting of the Company.
xxx) SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to code of Independent Directors in compliance with Schedule IV the Companies
Act, 2013 and rules made there under and regulation 25 (3) of the SEBI Listing
Regulations, 2015, a separate meeting of the Independent Directors of the Company was held
on August 21st, 2024 and January 22nd, 2025 and to review the performance of
Non-independent directors (including the Chairman) and the Board as a whole.
The Independent directors also reviewed the quality, content and timeliness of the flow
of information between the Management and the Board and its committees which is necessary
to effectively and reasonably perform and discharge their duties.
xxxi) RETIREMENT OF DIRECTOR BY ROTATION
No Director is liable to retire by rotation at the ensuing Annual General Meeting.
xxxii) PARTICULARS OF EMPLOYEES
There were no employee in receipt of remuneration of Rs. 1.02 crores Rupees per annum
if employed for whole of the year or Rs. 8.50 Lakhs per month, if employed for part of the
year, whose particulars are required to be given under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
xxxiii) VIGIL MECHANISM
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has
adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairperson of the Audit Committee. It is affirmed that
no personnel of the Company has been denied access to the Audit Committee.
xxxiv) REMUNERATION POLICY
The Board has on the recommendation of nomination & remuneration committee framed a
policy for selection and appointment of directors, senior management, their remuneration
and other matters, as required under sub- section (3) of Section 178 of the Companies act
2013, is available on our website.
xxxv) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT/TRIBUNALS
No Significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company operations in future.
xxxvi) MEETING OF THE BOARD
07 (Six) meetings of the Board of Directors were held during the year. For further
details, please refer report on Corporate Governance.
xxxvii) AUDIT COMMITTEE
Details pertaining to composition of Audit Committee are included in the report on
Corporate Governance. All the recommendations made by Audit Committee were accepted by
Board.
xxxviii) INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
xxxix) INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders
request/grievance at the minimum. Priority is accorded to address all the issues raised by
the shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders' Grievance Committee of the Board meets periodically and reviews the status
of the Shareholders' Grievances. The shareholders of the Company continue to be traded in
electronic forum and dematerialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.
xl) ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the financial institutions, banks, Government authorities and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers.
For Kalpa Commercial Limited
Ishant Malhotra
Managing Director
DIN:06459062
Date: September 02, 2025
Place: Delhi
