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Kewal Kiran Clothing Ltd.

BSE: 532732 Sector: Industrials
NSE: KKCL ISIN Code: INE401H01017
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OPEN 1855.05
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VOLUME 202
52-Week high 1980.00
52-Week low 1575.00
P/E 30.64
Mkt Cap.(Rs cr) 2,343
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Buy Qty 0.00
Sell Price 0.00
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OPEN 1855.05
CLOSE 1855.00
VOLUME 202
52-Week high 1980.00
52-Week low 1575.00
P/E 30.64
Mkt Cap.(Rs cr) 2,343
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kewal Kiran Clothing Ltd. (KKCL) - Director Report

Company director report

To the Members:

Your Board of Directors are pleased to present the 26th Annual Report togetherwiththe Audited Accounts of the Company for the year ended March 31 2017

FINANCIAL RESULTS STANDALONE

(Amount in Rs.)
Sr. No. Particulars

Year Ended March 31 2017

Year Ended March 31 2016
1 Net Sales/Income from operations 4923779338 4572960387
2 Other Income 286263912 70077783
3 Total Expenditure 3927674753 3532820821
4 Gross profit (Before deducting any of the following) 1282368497 1110217349
a. Finance charges 52675196 33345946
b. Provision for depreciation 47935292 41606686
c. Tax provision 328991464 355785736
5 Net profit for the year 852766545 679478981
i Prior Period Expenses (Net of Tax) Nil Nil
ii Closing balance 2121906055 2277269262
6 Appropriation of profit 394873840 1008129753
i Bonus shares issued during the year Nil Nil
ii Proposed Dividend (Including Dividend Tax) Nil 22251178
iii Transfer to General Reserve 85276654 67947898
7 Dividend (in Rs.) per ordinary share 19 60
8 Paid up Equity capital 123250370 123250370
9 Reserves except revaluation reserve 1730239382 1594962728
10 Surplus c/f 1727032215 1269139510

OVERALL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

The Company clocked a total income of Rs. 521.00 crores thereby achieving agrowth of 12.21% over the previous year. The growth in income from operations wassupported by stable volumes and an increase of close to 7% in the sales realization perunit. The Company achieved an EBITDA off Rs. 99.61 crores and Profit after Tax touched Rs.85.28 crores resulting in an EPS of Rs. 69.19 per share. The first half of the financialyear started on a strong and positive note with good traction in sales and expectations ofa sustainable recovery in the economic driven by stable and conducive macro environment.However the decision and immediate implementation of demonetisation led to a suddendisruption in the liquidity and market sentiment as consumer spending got constrained andmarket players tried to o oad inventory through aggressive and prolonged promotions anddiscounting. The present government has taken several bold and path breaking steps thatwill undoubtedly create the foundation for a healthy economy in the long run but the shortterm disruption is an unavoidable pain that needs to be faced and sustained not just bythe company but the industry and the entire economy. The Company has benefitted by itscontinued focus on stable sustainable and scalable growth and has been able to achievegrowth in sales and profits despite the challenges and volatility in market conditions.

DIVIDEND

The total dividend for the year ended March 31 2017 (including interim and finaldividends) stood at Rs. 19/- per share as compared to Rs. 60/- per share in the previousyear.

The Board of Directors had in their meeting held on October 27 2016 declared the firstinterim dividend of Rs. 9/- (90%) per equity share absorbing a sum of Rs. 133507124/-including dividend distribution tax. The record date for the purpose of payment of interimdividend was November 9 2016 and the said interim dividend was paid in November 2016.

The Board of Directors had in their meeting held on January 27 2017 declared thesecond interim dividend of Rs. 8.5/- (85%) per equity share absorbing a sum of Rs.126090062/- including dividend distribution tax. The record date for the purpose ofpayment of interim dividend was February 8 2017 and the said interim dividend was paid inFebruary 2017.

Your directors are pleased to recommend a final dividend of Rs. 1.5/- (15%) per equityshare of Rs. 10/- each for the year ended March 31 2017.

The dividend once approved by the members in the ensuing Annual General Meeting will bepaid out of the profits of your company for the year and will sum up to a total of Rs.22251188/- including dividend distribution tax.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Dividend Distribution Policy is disclosed in the CorporateGovernance Report and on the Website of the Company.

TRANSFER TO RESERVES

During the year under review an amount of Rs. 85276654/- was transferred to thereserves.

MATERIAL CHANGES AND COMMITMENT IF ANY

There are no material changes and commitments if any affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report. There is no change inthe nature of business of the company.

OUTLOOK

The Indian economy is currently in a transition phase as the two major moves of thegovernment of demonetisation of high value currency followed by implementation of GSTcreate a new paradigm and structural framework of conducting business. With these reformsnow underway the focus is back on the fundamental issues of job creation driven by revivalin capital spending and investment by the private sector which has yet to emerge. Therenewed focus on resolving the overhang of stressed assets on the banking system is onemore step in this direction. The demographic profile of India provides a sustainablelong-term growth opportunity for the company. The organized sector is set to gain as theeconomy moves to a more formal and organized regime. The Company has the necessary growthenablers in place to leverage this opportunity through its strong brand innovative andhigh quality products robust infrastructure and distribution and a competent anddedicated team.

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with theapplicable Accounting Standards. The audited consolidated financial statements togetherwith the Auditor's Report form part of the Annual Report.

Pursuant to section 129(3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of the Joint Venture is attached to theFinancial Statements in Form AOC-1.

The Financial Statements of the company Consolidated Financial Statements along withrelevant documents and separate audited accounts in respect of joint venture areavailable on the website of the company www.kewalkiran.com

SUBSIDIARIES AND JOINT VENTURE

White Knitwears Private Limited is a joint venture of the Company. There were no othercompanies which have become or ceased to be its subsidiaries joint ventures or associatecompanies during the financial year 2016-17.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The Company had invested in aggregate Rs. 34550000 (P.Y. Rs. 34550000) inJoint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land inSurat Special Economic Zone (SEZ) and constructed factory building for setting up ofmanufacturing unit for production of knitwear apparels for exports. However due toslowdown in International market SEZ could not take off and most of the members of SEZshelved their projects and approached to Gujarat Industrial Development Corporation (GIDC)and state and central government for de-notification of SEZ. Gujarat IndustrialDevelopment Corporation vide its circular No. GIDC/CIR/Distribution/Policy /13/05 dated14.03.2015 has de-notified the SEZ and conceded the members to convert and use theerstwhile land in SEZ as Domestic Tari Area (DTA) subject to fulfillment of conditionsstated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification ofits plot of Land and undertaken to complete the formal procedure for the same.

No provision for diminution in the value of investment is considered necessary for theyear ended March 31 2017 in view of the value of underlying assets base of joint venture.During the year the Company has reassessed the brought forward provision of Rs. 13 lakhs(P.Y. Rs. 49 lakhs) for its share of loss in joint venture and has reversed provision ofRs. 6.50 lakhs (P.Y. Rs. 36 lakhs) which is no longer required based on auditedaccounts of the joint venture for the year ended March 31 2017. Balance provision of Rs.6.5 lakhs (P.Y. Rs. 13 lakhs) is retained and grouped under ‘Other Long TermProvisions'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IFANY.

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operation.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Consolidated and Standalone Cash FlowStatements for the year ended March 31 2017 forms a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Director's Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the accounts for the financial year ended March 31 2017on a ‘going concern' basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMPANY'S POLICY ON NOMINATION REMUNERATION AND BOARD EVALUATION

In terms of the applicable provision of the Companies Act 2013 read with rules madethereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board had approved the Nomination and Remuneration Policy and Evaluation Policy asrecommended by Nomination and Remuneration committee in the Board Meeting held on October10 2014. The Nomination and Remuneration Committee has incorporated the criteria fordetermining qualifications positive attribute and independence of Director in theNomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3)and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The said policy envisages the criteria for selection and appointment of Board Memberslike determining qualification positive attributes and independence of director etc. Italso lays down the framework in relation to remuneration of Directors Key ManagerialPersonnel and Senior Management of the Company. The detail of the remuneration policy ofthe company is given in the Corporate Governance report which forms part of this AnnualReport. The said policy also lays down the criterion for payment of remuneration to NonExecutive Directors and the web-link of the same is http://kewalkiran.com/wp-content/uploads/2016/news/criteria-for-payment-to-non-executive-directors.pdf.

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well asthat of its committee and individual directors including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningexperience competencies etc. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as compositionof the Board and Committees experience and competencies performance of specific dutiesand obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of Individual Directors including the Board Chairman who was evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and74 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014during Financial Year 2016-17.

AUDIT COMMITTEE

In accordance with Section 177 of the Companies Act 2013 and rules made thereunder andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as on 31st March 2017 the Audit Committee consisted of three Non-Executive IndependentDirectors of the company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee) Mr.Nimish G. Pandya and Ms. Drushti R. Desai as members.

WHISTLE BLOWER/ VIGIL MECHANISM POLICY

Fraud free and corruption free work culture has been core of your company. In view ofthe potential risk of fraud and corruption due to rapid growth and geographic spread ofoperation your company has put an even greater emphasis to address this risk.

To meet this objective your company has adopted a Whistle Blower Policy establishingVigil Mechanism to provide a formal mechanism to the Directors and employees to reporttheir concern about unethical behaviour actual or suspect fraud or violation of theCompany's Code of Conduct or ethics policy. The Policy provides for adequate safeguardsagainst victimization of employee who avail of the mechanism and also provides for directaccess to the Chairman of the Audit Committee. It is afirmed that no personnel of thecompany has been denied access to the Audit Committee.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website athttp://kewalkiran.com/ wp-content/uploads/2015/09/news/Whistelblower Policy.pdf

EXTRACT OF ANNUAL REPORT

The details forming part of the extract of the Annual Return in form no. MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Rule 12 ofCompanies (Management and Administration) Rules 2014 is enclosed as

Annexure I.

NUMBER OF BOARD MEETINGS HELD

During the year under review 4 (Four) meetings of the Board of Directors were held. Thedetails of the Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Your Company has not given any loans or guarantee. The acquisitions of securities ofany other body corporate are within the limit specified u/s 186 of the Companies Act2013. The details of the same are given in the notes to financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given as/in

Annexure II.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-18) has been made in thenotes to the Financial Statement.

The Board of Directors had in the meeting held on April 25 2017 revised theremuneration payable to Mr. Pankaj Jain from Rs. 2500000/- annual CTC to Rs. 2800000/-annual CTC and Mr. Hitendra Jain from Rs. 2000000/- annual CTC to Rs. 2400000/-annual CTC. Mr. Pankaj and Mr. Hitendra are relative of Executive Directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION 1 OF SECTION 188 OF THE COMPANIES ACT 2013

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 is given in Annexure - III

There were no material related party transactions during the year under review withPromoters Directors or Key Managerial Personnel which may have potential conflict ofinterest with the company at large. The Company has developed a Related Party transactionsframework through standard operating procedures for the purpose of identification andmonitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement ofall Related Party Transactions is placed before Audit Committee for its review on aquarterly basis specifying the nature value and terms and conditions of the transactionsfor approval. The policy on Related Party transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. The web-link to the RelatedParty Policy is http://kewalkiran.com/wp-content/ uploads/2015/09/news/Related partypolicy.pdf.

DIRECTORS

Re-appointment

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your company Mr. Dinesh P. Jain (DIN: 00327277) Director of your Companywould retire by rotation at the ensuing Annual General Meeting and being eligible haveoffered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under SubSection (6) of Section 149 of the Companies Act 2013 read with SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL

The Company has recognized the following persons as Key Managerial Personnel inaccordance with the Companies Act 2013.

1. Mr. Kewalchand P. Jain – Chairman and Managing Director

2. Mr. Hemant P. Jain – Whole-time Director

3. Mr. Dinesh P. Jain – Whole-time Director

4. Mr. Vikas P. Jain – Whole-time Director

5. Mr. Bhavin Sheth – Chief Financial Officer

6. Mr. Abhijit Warange – Vice President – Legal & Company Secretary

AUDITORS

The term of office of M/s. Jain & Trivedi and M/s. N.A. Shah Associates LLP(formerly known as M/s. N A Shah Associates)

The Auditors Report on financial statements forming part of this Annual Report is selfexplanatory

statutoryauditorsoftheCompanywillexpirewiththeconclusion of forthcoming Annual GeneralMeeting of the Company. The Board of Directors of the Company have subject to approval ofthe Members on recommendation of the Audit Committee recommended for the appointment ofM/s. Khimji Kunverji & Co. Chartered Accountants (Firm Registration No.: 105146W) asthe Statutory Auditors at the ensuing Annual General Meeting for a period of five yearsi.e. to hold office from the conclusion of ensuing Annual General Meeting till theconclusion of the 31st Annual General Meeting of the Company to be held in the year 2022subject to ratification of their appointment by the Members at every Annual GeneralMeeting.

A resolution proposing appointment of M/s. Khimji Kunverji

& Co. as the Statutory Auditors of the Company pursuant to Section 139 of theCompanies Act 2013 forms part of the Notice.

AUDIT REPORT

There are no qualification or adverse remark in the Auditor's Report which required anyexplanation from the board of directors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 12 OF COMPANIES ACT2013

During the year under review there were no frauds reported by auditor under section143(12) of Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Ummedmal P. Jain proprietor of M/s U. P. Jain & Co (C.P.No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis included as Annexure IV and forms an integral part of this report.

There are no qualification reservation and adverse remark in the Secretarial Auditreport which required any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system commensurate with the size scale andcomplexity of its operations. The

Internal Audit team monitors and evaluates the e cacy and adequacy of the InternalControl System in the Company its compliance with operating systems accountingprocedures and policies at all the Company locations. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control System and suggests improvements to strengthen thesame.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the Internal Audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes System and the Internal FinancialControl and the Directors' Responsibility Statement contain a confirmation as regardsadequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report ("MDAR") which forms part of this Report.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 which hasbeen approved by Board of Directors.

Your Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. Your Company's managementsystems organisational structures processes standards code of conduct and behaviorstogether governs how the Group conducts the business of the Company and manages associatedrisks.

CORPORATE SOCIAL RESPONSIBILITY CSR REPORT

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy of the Company indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Company's website at http://kewalkiran.com/PDF's/CSR%20policy.pdf.

The report on Corporate Social Responsibility initiatives as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is given as Annexure-V.

ENVIRONMENT AND SAFETY

YourCompanyisconsciousoftheimportanceofenvironmentally clean and safe operations. YourCompany's policy requires conduct of operations in such a manner so as to ensure safetyof all concerned compliances with environmental regulations and preservation of naturalresources. The Company provides a safe and healthy workplace focussing on creating rightsafety culture across the organisation and aims to achieve ultimate goal of zero injuriesto all its employees and all stakeholders associated with the company's operations.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for Sexual Harassment at workplace. The Company has inplace an Anti Sexual Harassment Policy in line with the requirements of The SexualHarassmentofWomenattheWorkplace(PreventionProhibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

During the year under review there were no complaints reported to the ICC.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. Your Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors M/s. N.A. Shah Associates LLP CharteredAccountants and M/s. Jain & Trivedi Chartered Accountants confirming the complianceof conditions of Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments Internal Control System Riskand Concern operations performance and future outlook of the company is given separatelyunder the head Management Discussion and Analysis Report as stipulated under Regulation34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andforms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report forms a part of thisannual report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14 2006 for itsBoard Members and Senior Management Personnel. Declaration of compliance with the Code ofConduct has been received from all the Board Members and Senior Management Personnel asstipulated under Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A certificate to this effect from Chairman & ManagingDirector forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the BoardMeeting held on May 10 2014 for its Independent Directors. Declaration of compliancewith the code has been received from all the Independent Directors of your Company asrequired under Section 134 (3) (d) of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. A certificate to this effect from Chairmanand Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company underany scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations andSEBI (Share Based Employee Benefit) Regulation 2014.

4. Issue of share on Preferential basis pursuant to Section 62 of Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

PENDING SHARES UPLOAD

Your company has opened a demat suspense account with the Edelweiss Securities Limitedand credited all the shares issued pursuant to the Initial Public O er(IPO) which remainunclaimed despite the best efforts of the Company and Registrar to issue.

i) Number of Shareholders outstanding at the beginning of the year: 7 Outstandingshares in the demat suspense account at the beginning of the year: 190

ii) Number of shareholders who approached the company for transfer of shares fromsuspense account during the year: 1

iii) Number of shareholders to whom shares were transferred from suspense accountduring the year : 1

iv) Aggregate number of shareholders outstanding at the end of the year: 6 Outstandingshares in the suspense account lying at the end of the year: 165

v) The voting rights on these shares are frozen till the rightful owner of such sharesclaims the shares.

The below mentioned is the information relating to outstanding dividend accounts andthe due dates for claiming dividends.

Financial year Date of allotment/declaration Last date for claiming dividend
Final Dividend 2009-10 August 5 2010 September 11 2017
1st Interim Dividend 2010-11 October 27 2010 December 2 2017
2nd Interim Dividend 2010-11 April 2 2011 May 9 2018
Final Dividend 2010-11 September 6 2011 October 12 2018
1st Interim Dividend 2011-12 October 20 2011 November 26 2018
2nd Interim Dividend 2011-12 March 2 2012 April 8 2019
Final Dividend 2011-12 August 3 2012 September 8 2019
1st Interim Dividend 2012-13 November 7 2012 December 14 2019
2nd Interim Dividend 2012-13 February 13 2013 March 22 2020
3rd Interim Dividend 2012-13 May 11 2013 June 17 2020
Final Dividend 2012-13 August 22 2013 September 28 2020
1st Interim Dividend 2013-14 October 19 2013 November 25 2020
2nd Interim Dividend 2013-14 January 24 2014 March 1 2021
3rd Interim Dividend 2013-14 May 10 2014 June 16 2021
Final Dividend 2013-14 August 28 2014 October 4 2021
1st Interim Dividend 2014-15 September 10 2014 October 17 2021
2nd Interim Dividend 2014-15 October 17 2014 November 24 2021
3rd Interim Dividend 2014-15 January 31 2015 March 9 2022
4th Interim Dividend 2014-15 May 14 2015 June 22 2022
Final Dividend 2014-15 August 31 2015 October 8 2022
1st Interim Dividend 2015-16 June 16 2015 July 24 2022
2nd Interim Dividend 2015-16 November 6 2015 December 14 2022
3rd Interim Dividend 2015-16 February 6 2016 March 14 2023
4th Interim Dividend 2015-16 March 9 2016 April 16 2023
Final Dividend 2015-16 September 7 2016 October 14 2023
1st Interim Dividend 2016-17 October 27 2016 December 3 2023
2nd Interim Dividend 2016-17 January 27 2017 March 6 2024
1st Interim Dividend 2017-18 April 25 2017 June 2 2024

Your Company had declared Final Dividend for the financial year ended 2008-09 in theAnnual General Meeting held on August 3 2009. The unencashed dividend amount lyingunclaimed to the credit of the said Final Dividend Account 2008-09 became due for transferto the Investor Education and Protection Fund. The Company has accordingly during the yearunder review transferred an amount of Rs. 23109/- (Rupees Twenty Three Thousand OneHundred Nine Only) being the unencashed dividend amount remaining unclaimed and due fortransfer to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act 2013 read withrule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' report for the year ended March 31 2017and the prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 are attached as 'Annexure-VI'and forms part of this report.

Save and except the relation between the Executive Directors interse (the executivedirectors are brothers) and the relation between the Executive Directors and Mr. Pankaj K.Jain (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. HemantP. Jain Mr. Dinesh P. Jain and Mr. Vikas P. Jain) none of the employees listed in thesaid annexure is a relative of any Director of the company. None of the employees (saveand except the Executive Directors) hold (by himself or along with his/her spouse anddependent children) more than two percent of the equity shares of the company.

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholeheartedsupport and contribution made by its customers its shareholders and all its employeesacross the country as well as the various Government Departments Banks DistributorsSuppliers and other business associates towards the conduct of efficient and effectiveoperations of your company.

For and on behalf of the Board
Kewalchand P. Jain
Dated: July 28 2017 Chairman & Managing Director
Place: Mumbai DIN: - 00029730

Annexure II

A. CONSERVATION OF ENERGY

Your company took up energy conservation activities guided by a professional firm with40 years experience M/s Econ Engineers on several fronts from the Head office and otheroffices to all manufacturing units.

The major steps taken at various locations were as under:

1. Energy Conservation Teams were formed at all large facilities and were provided withall relevant monitoring instruments.

2. Energy Efficiency of Air Conditioning Systems and equipment was improved: i. At theOffices since air conditioning was the major load your company set up regular monitoringof all the air conditioning equipment assessing the three major energy efficiencyparameters of temperature difference between supply and return air flow rate and thepower used for all the air conditioning equipment including Ductables Cassette Splitand Window Air conditioners. Whereever short falls were detected corrective action wasimmediately taken to restore the equipment to rated parameters.

ii. The practice of monitoring of the air conditioning equipment was adopted at all thefactories also. Regular monitoring resulted in both improved performance and energysaving.

iii. Old air conditioners were replaced by 5 Star ones: At a number of locationswhereever the air conditioners were very old or working for long periods they werereplaced by the modern energy efficient 5 Star Split air conditioners. This added to theenergy savings.

3. Lighting Energy Conservation: i. Illumination levels were checked at all locations;excess lights were removed and lights were switched on only when required;

ii. Energy efficient lights were adopted including the use of LEDs

4. Improving Power Factor:

The power factor was being controlled mostly by Automatic Power Factor Controllers.However these were studied to optimize the maintenance of P.F. above 0.98; the monthlybonuses earned in the electricity bills will offset the investments in short periods.

5. Improving Efficiency of Boilers at the Factories i. Regular Monitoring of thevarious parameters important for maintaining high efficiency in Boilers yielded ways toimprove their efficiency. This was diligently taken up; maintenance was improved and doneregularly resulting in useful fuel savings.

ii. Systems were installed to monitor the distribution of steam including at pressurereducing stations and at steam traps to ensure that the required steam quality andpressure was available at the various equipment using steam e.g. Tumble driers Washerssteam irons etc. This enabled high productivity of the equipment.

6. Improving Efficiency of Driers Washers Steam Irons etc at the Factories: i.Regular Monitoring of the various parameters important for maintaining high efficiency inthe driers and washers etc. ensured that the cycles were completed not only within ratedtimes but also often ahead of time. ii. In Washers steam usage was restricted to thosecycles where temperature required was 90 0C. For all other cycles the recoveredhot water was used. This yielded useful savings in the use of steam electricity andoperation period.

7. Regular monitoring of all important parameters relating to improved maintenance wereadopted in a dedicated way to improve plant & equipment availability.

8. Leakages of steam and compressed air were minimized and plant productivity improved.

UTILISING ALTERNATE SOURCES OF ENERGY

The Company already has a 600 KW Wind Generator in Gujarat which provides most of theelectricity at your Company's Vapi Factory.

Serious efforts are on to explore the feasibility of Roof Top Solar Power Generation.The Central Govt. has offered to provide the necessary impetus and funds and the StateGovernments are gearing up to accept all the surplus energy generated allowing directfeeding into their Grid. Hence we expect this will soon be viable and we will considertheir use at our factories.

The capital investment on energy conservation equipments is estimated as approx. Rs.1000000/-

B. TECHNOLOGY ABSORPTION

Your company continues to use the latest technologies for improving the productivityand quality of its products. The Company's operations do not require significant import oftechnology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports initiatives taken to increase exports development ofnew export markets for products and services and export plans.

Total Foreign Exchange used and earned: FOB Value earned Rs. 203427689/- TotalForeign Exchange outgo Rs. 23077313/-

Annexure III

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the companies act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

Disclosure of particulars of contracts/ arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

Professional fees paid to M/s. Pandya & Co. Mr. Nimish Pandya Non ExecutiveIndependent Director is the properiotor of Pandya & Co.

(a) Name(s) of the related party and nature of relationship: M/s. Pandya &Co. Mr. Nimish Pandya Non Executive Independent Director is the properiotor of Pandya& Co.

(b) Nature of contracts/ arrangements/ transactions

– Professional fees for representing the company before the Hon'ble Courts in thelitigation matters with an illegal occupier on the property acquired by the company beingsituated at Gautam Chemical Compound I.B. Patel Road Goregaon (E) Mumbai: 400 063.

(c) Duration of the contracts/ arrangements/ transactions – Payment ofprofessional fees from time to time an amount not exceeding Rs. 2000000/- to Pandya& Co.

(d) Salient terms of the contracts or arrangements or transactions including thevalue if any – To pay professional fees to M/s. Pandya & Co. from time to timean amount not exceeding Rs. 2000000/- to represent the company before the Hon'ble Courtsin the litigation matters against an illegal occupants occupying a portion of land on theproperty acquired by the company being situated at Gautam Chemical Compound I.B. PatelRoad Goregaon (E) Mumbai: 400 063.

(e) Justification for entering into such contracts or arrangements ortransactions – M/s. Pandya & Co. is a Legal firm and has an extensive experiencein real estate sector.

(f) Date(s) of approval by the Board – May 14 2015

(g) Amount paid as advance if any – No

(h) Date on which the special resolution was passed in general meeting asrequired under first proviso to section 188 – NA

2. Details of contracts or arrangements or transactions at arm's length basis - Nil

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 12 OF THE COMPANIESACT 2013 READ WITH THE RULE 5 1 OF THE COMPANIES APPOINTMENT & REMUNERATION OFMANGERIAL PERSONNEL RULES 2014

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 and the percentage increase in theremuneration of each Director Chief Financial Officer and Company Secretary during thefinancial year 2016-17 are as under:-

Sr. No Name of Director/ KMP and Designation Remuneration of the Director/ KMP for the financial year 2016-17 (In Rupees) % increase in remuneration in the financial year 2016-17 Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Kewalchand P Jain Chairman & Managing Director 7989600 Nil 36: 1
2 Mr. Hemant P Jain Whole Time Director 7989600 Nil 36: 1
3 Mr. Dinesh P Jain Whole Time Director 7989600 Nil 36: 1
4 Mr. Vikas P Jain Whole Time Director 7989600 Nil 36: 1
5 Mr. Bhavin Sheth Chief Financial Officer 4820695 9.56 22:1
6 Mr. Abhijit Warange Company Secretary 3073549 2.45 14:1

Note:

The Non Executive Independent Directors are paid only sitting fees which is notconsidered as remuneration.

(ii) The Median remuneration of employees of the company during the financial year wasRs. 2.20 Lakhs. (iii) In the financial year there was increase of 9.59% in the medianremuneration of the employees.

(iv) There were 2044 permanent employees including Piece rate employees on the rolls ofcompany as on March 31st 2017. (v) Average percentage increase made in the salaries ofthe employees (excluding wages) other than Key Managerial Personnel(s) in the lastfinancial year 2016-17 was 7.42.% whereas the increase in Key Managerial remuneration(2) was 6.67%.

(vi) It is hereby afirmed that the remuneration paid is as per the remuneration policyfor Directors Key Managerial Personnel(s) and other employees.

COMPANIES APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES 2014

A. Name of top 10 employees in terms of remuneration drawn:

Sr. No Name Designation Nature of employment whether contractual or otherwise Nature of Duties of the employee Qualification Age in years Date of Commencement of employment Total Experience in years Gross Remuneration (Rs.) Previous Employment/ Designation
1 Kewalchand P. Jain Chairman & Managing Director Permanent Finance & overall control of the company affairs Under Graduate 55 January 30 1992 34 7950000 Keval Kiran & Co/ Partner
2 Hemant P. Jain Wholetime Director Permanent Marketing - Killer & Easies Under Graduate 53 January 30 1992 32 7950000 Keval Kiran & Co/ Partner
3 Dinesh P. Jain Wholetime Director Permanent Production Under Graduate 48 October 2 1997 27 7950000 Keval Kiran & Co/ Partner
4 Vikas P. Jain Wholetime Director Permanent Marketing Lawman &Integriti K-Lounge Stores B.Com 46 October 2 1997 24 7950000 N.A
5 Bhavin Sheth Chief Financial Officer Permanent Financial Operations & Control 1.B.Com 41 January 15 2016 18 4820695 GTL Limited – Joint CFO
2.C.A.
3.D.I.S.A.
6 Dr. Sanjeev Kumar Chauhan Head – HR Permanent Human Resource Operations including OD interventions 1.B.A. 50 May 8 2014 31 4794103 GMR Energy Ltd – Head & GM- HR Head &Gitanjali Gems Ltd. – Head - HR
2.PHD Law
3.M.B.A.
4.L.L.M.
7 Nimesh Anandpara Deputy General Manager Permanent Financial Operations 1.B.Com 35 January 7 2008 14 3212014 Shruti Shah & Co – Audit and Taxation Manager
2.C.A.
8 Abhijit Warange Vice President – Legal and Company Secretary Permanent Legal and Secretarial Work 1.B.Com 39 November 1 15 3073549 Zodiac Clothing – Assistant Manager – Secretarial
2.C.S. 2009
3.L.L.B
9 Ashish Barodia Head Operations - Easies Permanent End to End operations of Easies brand 1. Diploma in Mechanic Engineering 44 April 1 2014 24 3019666 K.G. Denim- General Manager – Apparel Division
2. M.B.A.- Marketing
10 Pankaj Jain President – Retail Permanent Operations of K-lounge stores 1. B.Com 32 October 19 2008 8 2500000 N.A.
2. C.A.
3. Diploma in Family Managed Business Administration

Note :-

Mr. Kewalchand P. Jain Mr. Hemant P. Jain Mr. Dinesh P. Jain and Mr. Vikas P. Jainare brothers.

Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P.Jain Mr. Dinesh P. Jain and Mr. Vikas P. Jain.