You are here » Home » Companies ยป Company Overview » K G Denim Ltd

K G Denim Ltd.

BSE: 500239 Sector: Industrials
NSE: KGDENIM ISIN Code: INE104A01012
BSE 00:00 | 07 Feb 27.40 0.20
(0.74%)
OPEN

27.85

HIGH

28.05

LOW

27.20

NSE 05:30 | 01 Jan K G Denim Ltd
OPEN 27.85
PREVIOUS CLOSE 27.20
VOLUME 5013
52-Week high 67.80
52-Week low 26.00
P/E
Mkt Cap.(Rs cr) 70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.85
CLOSE 27.20
VOLUME 5013
52-Week high 67.80
52-Week low 26.00
P/E
Mkt Cap.(Rs cr) 70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K G Denim Ltd. (KGDENIM) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure in presenting the 30thAnnual Report and Audited Accounts of the Company for the year ended 31st March2022.

FINANCIAL RESULTS

The highlights of the performance of your Company during the financialyear 2021-22 are given hereunder;

Particulars Standalone Consolidated
Current Year 2021-22 Previous Year 2020-21 Current Year 2021-22 Previous Year 2020-21
Total Revenue 59226.53 41561.62 61784.49 43817.93
Gross Profit before interest depreciation exceptional extraordinary items and income tax 3212.44 2691.22 3329.20 2649.52
Finance Cost 2430.15 2192.97 2503.47 2280.62
Depreciation 1564.14 1540.90 1572.58 1549.10
Profit/(Loss) before Exceptional & Extra-ordinary items (781.85) (1042.65) (746.85) (1180.20)
Exceptional Items (Income) - - - -
Profit /(Loss) before tax (781.85) (1042.65) (746.85) (1180.20)
Provision for Income tax - - - -
for Deferred tax (76.47) (454.42) 92.21 (520.71)
Profit / (Loss) for the period (705.38) (588.23) (839.06) (659.49)

COVID-19 IMPACT

The Covid 19 Pandemic has impacted businesses across the globeincluding India and has emerged as a global challenge to mankind. During the second waveof the Covid-19 Pandemic there were disruptions in the operations of the Company for aperiod of two months from April to May 2021 when the Government imposed total lockdownmeasures and various restrictions were also put in place to mitigate the Covid 19 impact.

The Company took various measures to mitigate the ill effects of thePandemic and ensuring the well-being of its employees at all levels.

The Company will continue to take adequate steps to ensure thewell-being of the employees and other stakeholders by maintaining protocols suggested bythe Central and State Governments.

OPERATIONS

The Operating Revenue of the Company has increased by 42% fromRs.41334.47 Lakhs in the previous year to Rs.58618.68 Lakhs in the current year. Aftercharging depreciation interest and other overheads the Company recorded a loss ofRs.781.85 Lakhs as compared to the loss of Rs.1042.65 Lakhs in the previous year showinga decrease in loss of 25% over the last year. There has been no change in the nature ofbusiness of the Company.

The Company does not own the spinning facilities. As a result theCompany depends on third parties for yarn purchases. The rise in cotton/other yarn costsfrom last year had an impact on the Company's profit. The unusual increase in coal pricealso affected profitability. Prices for cotton and coal are still the same for the year2022-23. A sudden increase in cotton and yarn prices affected the profitability in2021-22. The prices of cotton/yarn continue to be challenging in the current year 2022-23also.

ENVIRONMENT SOCIAL AND GOVERNANCE

The Company holds due certification under Occupational Health andSafety Management System-ISO-45001 which is also focused on the environmental managementsystems. It ensures that the manufacturing of products is carried on without affecting theenvironment in the working area and surroundings.

The Company has again achieved one of the best scores in the apparelindustry as verified by a leading brand assessor continuously this year also and has beenmeticulously following various environmental measures and reduction programs to achievethe above. The Company has introduced an in-house developed Agitated Thin Film Dryer(ATFD) to concentrate the RO reject water to fine tune the existing Zero Liquid Dischargesystem.

The Company is maintaining a dhanvanthri hospital for serving thecommunity including supply of medicines at subsidized costs. As a part of socialenvironmental protection agroforestry has been developed with a demo plant with thetechnical support of Forest College Coimbatore. Besides necessary essential services likeproviding potable drinking water to nearby villages financial aid to schools etc. arealso rendered.

HEALTH AND SAFETY

The Company has obtained certification under Occupational Health andSafety Management System-ISO-45001 which is an Integrated Management System focusing on anorganization's occupational health and safety management system. This standard guides usto identify and control the conditions and factors that affect the well-being ofemployees contractors visitors and any other person in the workplace.

The Company is implementing various health and safety practices in acontinuous manner as per Occupational Health and Safety Management System-ISO-45001standards and legal requirements.

The Company is conscious of improving the occupational and personalhealth of its employees. In addition the Company contributes to the well-being of itsemployees as also people living around the factory premises by organizing free medicalcamps and health check- up at the in-house hospital on regular basis.

The Company provides a safer work environment for its employees. Basicequipment are provided to ensure safety from fire.

Awareness classes are being conducted periodically with the help ofinternal/external agencies about basic safety fire fighting mock drills massevacuation first aid etc.

In view of the COVID-19 Pandemic the Company is following necessarysafety precautions for its employees for the smooth functioning of the operations whichinclude:

• Social Distancing -distance marking at the entrance and specificnorms inside yard premises.

• Temperature Measurements at the entrance.

• Compulsory Masks. Free mask supply at the entrance.

• Facility for hand washing and sanitizers provided at theworkplace.

DIVIDEND

Since the Company has a incurred loss during the year under review theBoard of Directors are not in a position to recommend any dividend for the year 2021-22.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserveduring the year under review.

SHARE CAPITAL

The paid-up capital of the Company as at 31.03.2022 stood at Rs.2563.78lakhs divided into 25637825 equity shares of Rs.10/- each. During the year under reviewand the Company has not made any fresh issue of shares.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION ANDPROTECTION FUND

In terms of Sections 124 and 125 of the Companies Act 2013("Act") unclaimed or unpaid dividend relating to the financial year 201415 isdue for remittance to the Investor Education and Protection Fund ("IEPF")established by the Central Government.

Further pursuant to Section 124(6) of the Act read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 38742 equity shares ofRs.10/- each on which dividend had remained unclaimed for a period of 7 years have beentransferred to the credit of demat account identified by the IEPF Authority during theyear under review.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2021-22 asrequired under Section 92(3) of the Companies Act 2013 is available on the website of theCompany and can be accessed on the Company's website at the linkhttps://www.kgdenim.com/annual-return/

BOARD AND ITS COMMITTEE MEETINGS CONDUCTED DURING THE PERIOD UNDERREVIEW

The details of the composition of the Board and its Committees namelythe Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee and of the Meetings held andattendance of the Directors at such Board / Committee Meetings are provided in theCorporate Governance Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively. The Company has duly complied with Secretarial Standards issued bythe Institute of Company Secretaries of India on a meeting of the Board of Directors(SS-1) and General Meetings (SS-2).

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act2013 with respect to the Directors' Responsibility Statement it is hereby confirmed that-

a) In the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departure from those standards;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;

c) The Directors have taken proper and sufficient care for maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the annual accounts on a going concernbasis;

e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) The Directors had devised proper system to ensure compliance withthe provisions of all the applicable laws and such systems were adequate and operatingeffectively;

DETAILS IN RESPECT OF FRAUDS REPORTED BYAUDITORS UNDER SECTION 143(12)OF THE COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by theAuditors during the course of their audit pursuant to Section 143(12) of the CompaniesAct 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asstipulated in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and that their name isincluded in the data bank as per Rule 6(3) of the Companies (Appointment and Qualificationof Directors) Rules 2014. During the year the Independent Directors of the Company hadno pecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard of directors and Committee(s). The details of remuneration and /or other benefits ofthe Independent director are mentioned in the Corporate Governance Report. Further theyhave also declared that they are not aware of any circumstance or situation which existor may be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directorsappointed/ re-appointed during the year 2021-22 and opined that the integrity expertiseand experience (including proficiency) of the Independent Directors are satisfactory.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial year ended 31st March 2022 relateand the date of the report.

COMPANY?S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013

The Company pursuant to the provisions of Section 178 of the CompaniesAct 2013 and also in terms of Regulation 19(4) of the SEBI Listing Regulations and uponthe recommendation of the Nomination and Remuneration Committee framed a policy on thenomination appointment and remuneration of Directors Key Managerial Personnel SeniorManagement Personnel and employees of the Company including criteria for determiningqualifications positive attributes independence of a director and other matters pursuantto the provisions of Section 178 of the Companies Act 2013 and in terms of Regulation19(4) of the SEBI Listing Regulations. The detailed Remuneration Policy can be accessed onthe Company's website at the link https://www.kgdenim.com/wp-content/uploads/2022/06/nominationandremunerationcommitteepolicy.pdf.

COMMENTS ON AUDITORS? REPORT

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s.Mohan & Venkataraman Statutory Auditors in their reportshowever Shri. M.R.L. Narasimha Secretarial Auditor has qualified that the Company has notgiven significant changes in the Key Financial Ratios and change in Net worth as perClause V(B) of SEBI (LODR) Regulations 2015 in Management Discussion and Analysis reportof the Company.

In reply your directors wish to state that the compliance of the aboveregulation shall be ensured in future.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

There were no loans guarantees or investments made by the companyduring the year under review pursuant to Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESp>

All transactions entered into with related parties as defined under theCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (as amended) during the financial year 2021-22 were in theordinary course of business and on an arm's length basis and not material in nature andthus disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions as approved by the Board ofDirectors of the Company has been uploaded on the Company's website at the linkhttps://www.kgdenim.com/wp-content/uploads/2022/06/rpt.pdf.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure-1 and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY OF THE COMPANY

The Committee had formulated a Risk Management Policy for the dealingwith different kinds of risks that it faces in the day-to-day operations of the Company.The Risk Management Policy of the Company outlines different kinds of risks and riskmitigating measures to be adopted by the Board. The Company has adequate internal controlsystems and procedures to combat the risk. The Risk management procedure is reviewed bythe Audit Committee and Board of Directors on a quarterly basis at the time of review ofthe Quarterly Financial Results of the Company

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Board has informed a Corporate Social Responsibility Committee ofthe Board of Directors comprising of Shri KG Baalakrishnan Shri A P Seturaaman and Shri AVelusamy. The CSR policy of the Company deals with the allocation of funds activitiesidentification of programs approval implementation monitoring and reporting mechanismsunder the policy.

The Company has incurred a loss during the immediately precedingfinancial year and hence no amount has been prescribed/allocated for the CSR expenditure.Thus no amount has been spent on the CSR activities of the Company for the financial year2021-22.

The Annual Report on the Company's CSR activities of the Company isfurnished in the prescribed format and annexed as Annexure-2 to this Report. Thepolicy relating to CSR has been displayed on the Company's website and can be accessed atthe linkhttps://www.kgdenim.com/wp-content/uploads/2016/04/corporate-social-responsibilitv-policv.pdf.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THEINDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 the Board ofDirectors evaluated the annual performance of the members of the Board and the Committeesvis a vis the nature of business of the Company Board performance during the year and thecontribution of each of the Directors based on the criteria laid down by the Nominationand Remuneration Committee.

The Independent Directors held a meeting during the year andinter-alia reviewed the performance of the Non-Independent Directors and the Board as awhole and assessed the quality quantity and timeliness of the flow of information betweenthe Company and the Board.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review Shri K N V Ramani (DIN: 00007931) andShri G P Muniappan (DIN: 01653599) were retired from the Company with effect from 31stMarch 2022.

The Board wishes to place on record its appreciation for the invaluableservices rendered by Shri K N V Ramani (DIN: 00007931) and Shri G P Muniappan (DIN:01653599) as Independent Directors of the Company.

The Company has obtained the necessary approval of the members throughspecial resolutions for the appointment of Shri Jaganmohan Ramachandran (DIN: 09125603)and Smt Lakshmi Pattabi Raman (DIN: 09488828) as Independent Directors of the Company witheffect from 14th February 2022 for a term of five consecutive years throughpostal ballot on 1st April 2022.

Shri M Balaji resigned as the Company Secretary and Compliance Officerof the Company with effect from 28th October 2021. Smt P Krishnaveni has beenappointed as the Company Secretary and Compliance Officer of the Company with effect from29th October 2021.

Shri A Velusamy and Smt T Anandhi Directors of the Company retire byrotation at the Annual General Meeting and being eligible offers themselves forre-appointment. Your Directors recommend their re-appointment.

Key Managerial Personnel of the Company as required pursuant toSection 2 (51) and 203 of the Companies Act 2013 are Shri KG Baalakrishnan ExecutiveChairman Shri B Sriramulu Managing Director Shri B Srihari Managing Director Shri SManickam Chief Financial Officer and Smt P Krishnaveni Company Secretary.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 2 (Two) subsidiaries namely Trigger Apparels Limitedand KG Denim (USA) Inc.

I. Trigger Apparels Limited

Trigger Apparels Limited is engaged in the marketing of readymadegarments fabric and yarn. The turnover of the Company during the year under review wasRs.6096.83 Lakhs as against Rs.3245.55 Lakhs achieved during the previous year. During theyear the Company incurred a net loss of Rs.139.30 Lakhs as against a net loss of Rs.121.91Lakhs during the previous year.

II. KG Denim (USA) Inc.

The turnover of the Company during the year under review was Rs.3.29Lakhs (INR) as against Rs.55.17 Lakhs (INR) recorded during the previous year. During theyear the Company incurred a net loss of Rs.7.86 Lakhs as against a net loss of Rs.22.80Lakhs during the previous year. The operations of the Company are expected to improvefurther in the forthcoming reporting period.

The Consolidated Financial Statements incorporating the FinancialStatements of the subsidiary companies are attached to the Annual Report as required underthe applicable Accounting Standard(s) and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The standalone Annual Financial Statements of TriggerApparels Limited and KG Denim (USA) Inc. subsidiary companies are posted on the Company'swebsite at the link https://www.kgdenim.com/investors-page/annual-reports/

However Company does not have any Joint Venture or AssociateCompanies. The Statement containing salient features of the Financial Statement of thesubsidiaries pursuant to the provision of Section 129 of the Companies Act 2013 isattached herewith in Form AOC-1 and is attached as Annexure-3 to this report.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposit covered underChapter V of the Companies Act 2013 there are no deposits remaining unclaimed or unpaidas on 31st March 2022 and accordingly the question of default in repayment ofdeposits or payment of interest thereon during the year does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATION INFUTURE

There was no significant and material order passed by the Regulators orCourts or Tribunals impacting the going concern status and Company's operation in thefuture.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has an adequate Internal Control System commensurate withthe size scale and complexity of its operations. The Audit Committee of the Boardperiodically reviews the Internal Financial Control Systems and their adequacy andrecommends corrective action as and when necessary to ensure that an effective internalcontrol mechanism is in place.

The Directors confirm that the Internal Financial Control (IFC) systemsare adequate with respect to the operations of the Company. The report of Auditorspursuant to Section 143(3)(i) of the Companies Act 2013 certifying the adequacy ofInternal Financial Control is annexed with the Auditors Report.

AUDITORS

STATUTORY AUDITORS

Mohan & Venkataraman (Firm Registration No. 007321S) CharteredAccountants Coimbatore were appointed as the Statutory Auditors of the Company for aperiod of five years at the 25th Annual General Meeting of the Company held on16th September 2017 up to the conclusion of the 30th Annual GeneralMeeting. Hence Mohan & Venkataraman Chartered Accountants Coimbatore would retire atthe forthcoming Annual General Meeting. The Directors take this opportunity in thankingMohan & Venkataraman for the valuable services rendered by them during their tenureof the audit.

Consequently the Board recommends the appointment of Gopalaiyer andSubramanian (Firm Registration No. 000960S) Chartered Accountants Coimbatore asStatutory Auditors of the Company for a term of 5 years from the conclusion of the 30thAnnual General Meeting of the Company based on the review and recommendation of the AuditCommittee. Further the Company has received a certificate from the Statutory Auditors tothe effect that their appointment if made would be within the limits prescribed underSection 139 of the Companies Act 2013. The Directors take this opportunity in welcomingthe new auditors Gopalaiyer and Subramanian.

Necessary resolution for the appointment of Statutory Auditors isincluded in the Notice of the Annual General Meeting for the approval of the Members.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed MDS & Associates Company Secretaries in Practice (C.P. No.411) Coimbatore as the Secretarial Auditors of the Company for the year 2022-23 to carryout the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act2013.

The report of Shri. M.R.L. Narasimha Company Secretary in PracticeCoimbatore Secretarial Auditor for the financial year 2021-22 is annexed as Annexure-4to this Report.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committeehas appointed Shri. M. Nagarajan Cost Accountant as the Cost Auditor of the Company forthe financial year 2022-23. Pursuant to Section 148 of the Companies Act 2013 read withRule 14 of the Companies (Accounts) Rules 2014 the remuneration payable for the year2022-23 to the Cost Auditor of the Company is subject to ratification by the Shareholdersat the ensuing Annual General Meeting. The Board recommends his remuneration.

DISCLOSURE ON MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OFSECTION 148 OF THE COMPANIES ACT 2013

The maintenance of cost records as specified by the Central Governmentunder section 148(1) of the Companies Act 2013 is applicable to the Company andaccordingly the cost accounts and records are prepared and maintained.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCYAND BANKRUPTCY CODE 2016 DURING THE YEAR

No applications have been made and no proceedings are pending againstthe Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company isdebt free and has not undertaken any one-time settlement with the banks or financialinstitutions.

INDUSTRIAL RELATIONS

The relationship between the management and the employees at all levelsduring the year under review has been cordial and productive.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has complied with the provisions relating to theconstitution of the Internal Complaints Committee under the Sexual Harassment of Women atWorkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee hasbeen set up to define the policy and redress complaints received. All employees(permanent contractual temporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received anddisposed of during the year 2021-22:

i. Number of complaints received - Nil

ii. Number of complaints disposed of - NA PARTICULARS OF EMPLOYEES

The statement pursuant to Section 134 of the Companies Act 2013 readwith the Companies (Particulars of Employees) Rules 1975 and Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-5 is attached to thisreport.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed which forms part of thisreport. The Company has complied with the conditions relating to Corporate Governance asstipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements)Regulations 2015.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been duly constitutedin accordance with the provisions of Section 177 of the Companies Act 2013. The detailsrelating to the composition meetings and functions of the Committee are set out in theCorporate Governance Report forming part of this Annual Report. The Board has accepted theAudit Committee recommendations during the year whenever required and hence no disclosureis required under Section 177(8) of the Companies Act 2013 with respect to the rejectionof any recommendations of the Audit Committee by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has provided adequate safeguards to deal with instances offraud and mismanagement and to report concerns about unethical behavior or any violationof the Company's Code of Conduct. During the year under review there were no complaintsreceived under this mechanism. The policy can be accessed on the Company's web link athttps://www.kgdenim.com/wp-content/uploads/2015/ 10/Whistle-Blower-Policy.pdf

ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincerethanks to the Banks and Financial Institutions Insurance Companies Central and StateGovernment Departments and the Shareholders for their support and cooperation extended tothe Company. The Directors further wish to place on record their appreciation for theco-operation extended by all sections of the employees of the Company.

Our humble prayers to Sri Venkateswara Swamy Vari of Then Thirumalaifor the continued prosperity of the Company.

By order of the Board
For K G DENIM LIMITED
Place: Coimbatore KG Baalakrishnan
Date: 13th August 2022 Executive Chairman
DIN:00002174

.