Attention Investors
Kindly note the Change in PAY IN for BSE A/C No. : 1201250000000691 (CDSL), if you have an NSDL A/C, kindly use INTER DEPOSITORY SLIP. For assistance, please call OR contact: Mr. Dadu, 98339 89807 / 022-6145 1000.    |   Exchanges / Depository: Prevent Unauthorized Transactions in your Trading / Demat account --> Update your Mobile Numbers / email IDs with your Stock Brokers / Depository Participant. Receive alerts on your Registered Mobile / email IDs for trading account transactions and all debit and other important transactions in your demat account directly from Exchange / Depository on the same day ......................Issued in the interest of Investors."     |    KYC : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."     |    ASBA-IPO : "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
 ««+1  ««-1
 
 
Kalyan Capitals LtdIndustry : Finance & Investments
BSE Code:538778NSE Symbol: Not ListedP/E(TTM):59.71
ISIN Demat:INE149Q01021Div & Yield %:0EPS(TTM):0.31
Book Value(Rs):5.9742841Market Cap ( Cr.):97.2Face Value(Rs):2
    Change Company 

Dear Members,

The Board of Directors hereby submits the 39th Annual Report of the business and operations of your

Company ("the Company" or "KCL"), along with the audited financial statements, for the financial year ended March 31st, 2023. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights

The Financial performance of your Company for the year ended 31st March, 2023 is summarized below:

Amount in Lakhs

Standalone for the Consolidated for the
Particulars Financial Year ended Financial Year ended
31st March, 2023 31st March, 2022 31st March, 2023 31st March, 2022
Revenue from Operations 1513.84 408.85 1985.05 969.11
Other Income 1.34 0.58 25.38 3.84
Total Income 1515.18 409.43 2010.43 972.96
Less: Employee Benefits Expenses 30.67 20.91 53.54 45.26
Less: Other Expenses 30.78 18.42 73.30 48.13
Profit Before Finance Cost,
1453.73 352.49 1883.59 7.98
Depreciation & Taxes
Less: Finance Cost 1205.69 279.27 1331.82 451.53
Less: Depreciation and Amortization 30.18 19.29 32.66 23.78
Profit/ Loss Before Tax 217.87 53.93 507.35 322.86
Less: Current Tax 56.84 15.71 123.36 75.40
Add: Income tax provision written off - - 3.65 -
Less: Deferred Tax -6.60 -3.40 -11.46 -9.31
Profit/ Loss After Tax 167.63 41.62 399.10 256.77
Other Comprehensive Income 1.88 -0.09 2.41 1.34
Total Comprehensive Income 169.51 41.52 401.52 258.11
Earnings per Share (Basic) (Rs.) 1.08 0.49 2.57 3.04
Earnings per Share (Diluted) (Rs.) 1.08 0.49 2.57 3.04

2. Company Performance Overview

During the Financial Year under review, the total revenue from operations of the Company was Rs. 1513.84 Lakhs as against Rs. 408.85 Lakhs in the previous year. The Company earned Net Profit of Rs. 167.63 Lakhs in the current Financial Year as against a profit of Rs. 41.62 Lakhs in the previous Financial Year.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs. 1985.05 Lakhs as against Rs. 969.11 Lakhs in the previous year and Consolidated Net Profit of Rs. 399.10 Lakhs for the Financial Year ended 31st March, 2023 as against a profit of Rs. 256.77 Lakhs in the previous Financial Year.

4. Capital Structure

During the Financial Year 2022-23 the company had received approval from the members of the Company for sub-division of 1 (One) Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten only) each fully paid up into 5 (Five) Equity Shares having a face value of Rs. 2/- (Rupees Two only) each fully paid up on Record Date February 23rd, 2023, vide special resolution passed through postal ballot and the results of the same was declared on January 18th, 2023.

Result of sub division, the Authorized Share Capital was changed from Rs. 11,51,00,000 (Rupees Eleven Crore Fifty-One Lacs Only) divided into 1,15,10,000 (One Crore Fifteen Lacs and Ten Thousand) Equity Share of Rs. 10/- (Rupees Ten only) each to Rs. 11,51,00,000 (Rupees Eleven Crore Fifty-One Lacs Only) divided into 5,75,50,000 (Five Crore Seventy-Five Lacs and Fifty Thousand) Equity Share of Rs. 2/- (Rupees Two only) each.

And the issued, subscribed and paid-up equity share capital was changed from Rs. 10,50,26,210 (Rupees Ten Crore Fifty Lacs Twenty-Six Thousand and Two Hundred Ten Only) divided into 1,05,02,621 (One Crore Five Lacs Two Thousand Six Hundred and Twenty-One Only) Equity Share of Rs. 10/- (Rupees Ten each) to Rs. 10,50,26,210 (Rupees Ten Crore Fifty Lacs Twenty-Six Thousand and Two Hundred Ten Only) divided into 5,25,13,105 (Five Crore Twenty-Five Lacs Thirteen Thousand One Hundred and Five Only) Equity Share of Rs. 2/- (Rupees Two each).

5. Reserves & Surplus

As per Section 45-IC of the Reserve Bank of India Act, 1934 (‘RBI Act?), every NBFC is required to transfer a sum not less than twenty percent of its net profit for the year to the ‘Statutory Reserve Fund?. Your Company has transferred Rs. 33.53 lacs to the said Reserve.

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31st March, 2023.

Therefore, the details as required under Rule 8(5) (v) and 8(5) (vi) have not been provided.

7. Material Changes and Commitments, if any, affecting the Financial Position of the Company between the end of the Financial Year and the date of the report

Your company has received No Objection Certificate from Reserve Bank of India (RBI) vide letter dated 10th February, 2023 for the change in name of the company from "Akashdeep Metal Industries Limited" to "Kalyan Capitals Limited" and the same was also approved by the Registrar of Companies. New

Certificate of Incorporation in the name of Kalyan Capitals Limited was issued on April 25th, 2023.

8. Declaration of Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company; thus, no dividend is being recommended for this year.

9. Subsidiaries/Joint Ventures/Associates

During the year under review, the Company has only one subsidiary i.e., Anmol Financial Services

Limited (AFSL) and the Board of Directors reviewed the affairs of the same. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Integrated Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure I to the Board?s report. The statement also provides details of the performance and financial position of the subsidiary, along with the changes that occurred, during fiscal year 2023.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, www.akashdeepmetal.in.

Financial Highlights of Performance of M/s Anmol Financial Services Limited, a Subsidiary Company Amount in Lakhs

Particulars For the Financial Year ended 31stMarch, 2023 For the Financial Year ended 31stMarch, 2022
Revenue from Operations 470.09 560.25
Other Income 25.17 3.26
Total Revenue 495.26 563.52
Less: Employee Benefits Expenses 22.87 24.34
Less: Other Expenses 42.52 29.71
Profit Before Finance Cost, Depreciation &
429.87 509.46
Taxes
Less: Finance Cost 126.13 172.26
Less: Depreciation & Amortization 2.48 4.49
Less: Impairment of Financial Instruments 11.77 63.80
Profit/Loss Before Tax 289.48 268.92
Less: Current Tax 66.51 59.68
Add: Excess Income tax Provision Written Off 3.65 -
Less: Deferred Tax/Liabilities (4.86) (5.92)
Profit/Loss After Tax 231.48 215.16
Other Comprehensive Income 0.53 1.43
Total Comprehensive Income 232.01 216.59
Earnings Per Share (Basic)(Rs.) 3.99 3.71
Earnings Per Share (Diluted) (Rs.) 3.99 3.71

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the Financial Year 2022-23.

11. Investor Complaints and Compliance

During the year review no investor complaints were registered on SCORES Portal of SEBI from any investor of the Company.

12. Details of Directors and KMP resigned / appointed during the Financial Year 2022-23

During the year under review and as on the date of this report, following are the Directors and KMPs along with the changes among them: -

The Details of Directors and KMP as on March 31st, 2023 are as Follows: -

Name of the Person Designation
Mr. Rajesh Gupta Chairman & Managing Director (KMP)
Ms. Prachi Gupta Non-Executive Non-Independent Director
Mr. Sanjeev Kumar Non-Executive Independent Director
Mr. Girish Chadha Non-Executive Independent Director
Mr. Sunil Kumar Malik Non-Executive Non-Independent Director
Mr. Rabindra Kumar Das CEO & Executive Director (KMP)
Ms. Prema Lata Khuntia Non-Executive Independent Director
Mr. Arun Agarwal Chief Financial Officer (KMP)
Ms. Isha Agarwal Company Secretary & Compliance Officer (KMP)

Also, in the opinion of the Board, the Independent Director appointed during the year i.e., Mrs. Prema Lata Khuntia possesses requisite expertise and experience and is the person of high integrity and repute. She fulfills the conditions as specified in the Companies Act, 2013 and the Rules made there under. She is registered with MCA databank for Independent Director and fulfills the requirement of proficiency test within the stipulated time period and is independent of the management.

The Board has laid down separate Code of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Arun Agarwal was appointed as the Chief Financial Officer w.e.f. April 19th, 2022, Ms. Isha Agarwal was appointed as the Company Secretary w.e.f. August 01st, 2022 and Mr. Rabindra Kumar Das was appointed as the Chief Executive Officer w.e.f. September 21st, 2022.

12. Declaration given by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

13. Policy on Director?s Appointment and Policy on Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31st, 2023, the Board had seven members, two of whom is an Executive Director, two Non-Executive Non-Independent Director and three Independent Directors.

The policy of the Company on directors? appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the company at www.akashdeepmetal.in.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

In adherence to Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly review the policy on director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matter provided under Section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

14. Details of Board and its Committees

The Board meets at regular intervals to, inter-alia, discuss about the Company?s Policies and strategy apart from other Board matters. The Tentative annual Calendar of the Board and Committee Meetings is circulated to enable the Directors to plan their schedule and to ensure participation in the meetings. The notice for the Board/Committees Meetings is also given in advance to all the Directors. The details about the Board/Committee meetings are given at length in Report on Corporate Governance Report forming part of this Annual Report. (Annexure II).

15. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director?s performance, various parameters like Directors profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2022-23 by Nomination and Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable on your Company and hence have not been provided.

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2022-23.

18. Particulars of Employees and Remuneration

There are no employees employed throughout the year and in receipt of remuneration of Rs.1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, accordingly, details as required have not been provided.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees? remuneration, and the list of top 10 employees in terms of remuneration drawn, as 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, form part of Annexure-III (a) and Annexure-III (b) to this Board?s Report.

19. Related Party Transactions

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions that were entered into during the Financial Year with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations, 2015 were on an arm?s length basis and were in the ordinary course of business and do not attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 31 of the financial statements in accordance with INDAS 24.

A statement in summary form of transactions with related parties in the ordinary course of business and arm?s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval (if any occurred). As required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company.

20. Particulars of Loans, Guarantees and Investments

The full Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any as per the provisions of Section 186 of the Companies Act, 2013 are provided in the notes of accompanying Standalone Financial Statement.

21. Annual Return

In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31st, 2023 is available on the Company?s website and can be accessed at https://www.akashdeepmetal.in/Reports/Draft_MGT_7%202023.pdf

22. Auditors and Auditor?s Report

Statutory Audit Report

At the 35th Annual General Meeting of the Company, M/s T.K. Gupta & Associates, Chartered Accountants (FRN: 011604N) were appointed as Statutory Auditors of the Company for a period of 5 years.

Auditors? Report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Hemant Kumar Sajnani & Associates, Company Secretaries (M. No.: FCS 7348; COP: 14214) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31st, 2023, is annexed to this Report as "Annexure-IV".

The Secretarial Auditor?s Report for the Financial Year 2022-23, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

Anmol Financial Services Limited has become a material subsidiary of the Company, based on the Audited Financial Statements for the Financial Year 2022-23, therefore the provision relating to the Secretarial Audit of material subsidiary as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is applicable and Secretarial Audit Report of the aforementioned Company is annexed to this Report as "Annexure- IV A."

Internal Auditors

M/s. RGAR & Associates, Chartered Accountants performs the duties of Internal Auditors of the Company and their report is reviewed by the audit committee from time to time.

Cost Records and Cost Audit Report

In terms with the provisions of Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

Reporting of frauds by auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances 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.

23. Internal Control Systems and adequacy of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Company?s internal control system is commensurate with its size, scale and complexities of its operations.

The Board has appointed Internal Auditors to more strengthen the Internal Financial Controls. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. 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.

24. Business Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

25. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has adopted a Vigil Mechanism Policy, to provide a formal 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 copy of vigil mechanism policy is uploaded on the website of your company on www.akashdeepmetal.in.

26. Management?s Discussion and Analysis

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Report as Annexure V.

27. Corporate Governance Report

According to the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company?s Secretarial Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Secretarial Auditor is forming part of Annual Report as an Annexure-II.

28. Code of Conduct for Prevention of Insider Trading

Your Company?s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to Unpublished Price Sensitive Information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s) /promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of Unpublished Price Sensitive Information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same can be accessed on company?s website at www.akashdeepmetal.in.

29. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the Financial Year ended 31st March, 2023.

30. Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

31. Proceeding under the Insolvency and Bankruptcy Code, 2016

Rules dated 24th March, 2021 of the Companies Act 2013, No application was filed against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

32. Significant/Material orders Passed by the Regulators

The Reserve Bank of India (RBI) vide its letter dated 2nd June, 2022 accorded its permission to your company for the change in control and management w.r.t. acquirer Mr. Sunil Kumar Malik, acquisition of 1,50,000 (One Lakh & Fifty Thousand only) equity shares by Mr. Sunil Kumar Malik from existing shareholder Mr. Rajesh Kumar Gupta and Fresh allotment of 20,00,000 (Twenty Lakhs only) equity shares of Rs. I0/- (Rupees Ten only) each to Mr. Sunil Kumar Malik.

33. Stock Exchange Listing

The Company?s shares are listed on BSE Limited and your Company has paid the annual listing fees for the Financial Year 2022-23.

34. RBI Compliance

The Company is registered with the RBI as a Non-Systemically Important Non-Deposit taking Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time. The snapshot of the Capital Adequacy Ratio (CAR) of the company in comparison with the previous year on standalone basis is as follows:

Particulars As at 31st March, 2023 As at 31st March, 2022
Tier I CRAR 19.00% 9.77%
Tier II CRAR 0.17% 0.25%
Capital to risk weightage ratio (CRAR) 19.17% 10.02%

Disclosures required under the Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

There was no auction conducted by the Company during the Financial Year in respect of defaulter in any loan accounts.

35. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. During the Financial Year 2022-2023:

No. of Complaints received: Nil No. of Complaints disposed off: Nil

36. General

Your Board of Directors confirms that:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; b) Your Company does not have any ESOP scheme for its employees/Directors; and c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

37. Directors? Responsibility Statement

Pursuant to the provisions of the Section 134(3) (C) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: a. in the preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same; b. 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 your Company as at 31st March, 2023 and of the profit and loss of the Company for the Financial Year ended 31st March,2023; c. proper and sufficient care has been taken 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; d. the annual accounts have been prepared on a ‘going concern? basis; e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Acknowledgement

Your directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and cooperation extended by the valued business associates and the continuous patronage of the customers and other stake-holders of the Company.

By the Order of the Board
For KALYAN CAPITALS LIMITED
Sd/-
Rabindra Kumar Das
Date: 07.08.2023 CEO & Director
Place: Delhi DIN:00233306
For KALYAN CAPITALS LIMITED
Sd/-
Sunil Kumar Malik
Director
DIN:00143453