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Kakatiya Textiles Ltd.

BSE: 521054 Sector: Industrials
NSE: N.A. ISIN Code: INE092E01011
BSE 00:00 | 27 Jan 41.25 1.55
(3.90%)
OPEN

39.60

HIGH

41.65

LOW

37.90

NSE 05:30 | 01 Jan Kakatiya Textiles Ltd
OPEN 39.60
PREVIOUS CLOSE 39.70
VOLUME 15602
52-Week high 126.40
52-Week low 4.48
P/E 5.24
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.60
CLOSE 39.70
VOLUME 15602
52-Week high 126.40
52-Week low 4.48
P/E 5.24
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kakatiya Textiles Ltd. (KAKATIYATEXTILE) - Director Report

Company director report

To

The Members

Your Directors are delighted to present their 40th Annual Report of theCompany for the financial year 2021-22 along with the audited accounts for the financialyear ended March 31 2022

(Rs. In Lakhs)

Particulars Financial Year 2021-22 Financial Year 2020-21
Revenue from operation 4227.17 1809.28
Other Income 3.91 13.26
Total income 4231.08 1822.54
Profit/(Loss) before Interest Depreciation and Tax 372.94 0.35
Finance Charges - 0.05
Depreciation 56.00 55.17
Net Profit / Loss Before Tax (PBT) 316.94 (54.87)
Provision for Tax - -
Current Tax - -
Provision for earlier years - -
Deferred tax - -
Net Profit (PAT) 334.94 (54.87)

DIVIDEND:

On account of the accumulated losses your Directors do not recommend any dividend forthe year ended 31st March 2022.

TRANSFER TO RESERVES:

The Directors of the company didn't transfer any amount to its reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since the Company has not declared any dividends there is no unclaimed dividend to betransferred to Investor Education and Protection Fund.

LISTING OF EQUITY SHARES

Your Company's equity shares are listed on Bombay Stock Exchange (BSE Limited)PhirozeeJeejeebhoy Towers Dalal Street Mumbai-400001 Maharashtra India.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:

The meetings of the board are scheduled at regular intervals to decided and discussonbusiness performance policies strategies and other matters of significance.

The Company had conducted 4 (Four) Board meetings during the period under review.(i.e:28.06.2021 09.08.2021 12.11.2021 12.02.2022) The intervening gap between anyconsecutive board meetings was within the period prescribed under the provisions of theCompanies Act 2013 read with the circulars and notifications given by the statutoryauthorities.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from those standards;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors confirm that the annual accounts have been prepared on a goingconcern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectivelyand

(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.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave enrolled their names in the data bankof Independent Directors maintained with theIndian Institute of Corporate Affairs.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND OTHERMATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished on the Company's website www. kakatiyatextiles.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

The Company has not granted any loans or given any security or made any investmentspursuant to the provisions of Section 186 of the Companies Act 2013 during the year underreview.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All party transactions entered during the financial year under review are disclosed inNote No.30 of the Financial Statements of the Company for the financial year ended 31stMarch 2022. These transactions entered were at an arm's length basis and in the ordinarycourse of business. There were no materially significant related party transactions withthe Company's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Form AOC-2 containing the note onthe aforesaid related party transactions is enclosed herewith as Annexure - I.

The policy on related party transactions as approved by the Board of Directors of theCompany has been uploaded on the company's website and may be accessed through the websiteat www. kakatiyatextiles.in

ANNUAL RETURN:

The annual return is placed on the company's website on www.kakatiyatextiles.in

INTERNAL AUDITORS:

The Board of directors based on the recommendation of the audit committee has appointedM/s. Cherukuri & Co Chartered Accountants as the Internal Auditors of the company.The internal auditors are submitting their report on quarterly basis.

STATUTORY AUDITORS:

The Shareholders at their meeting held on 29th September 2020 (38th AGM) approved theappointment of M/s. Chevuturi Associates Chartered Accountants as the Statutory Auditorsof the Company to hold office for period of 5 years till the conclusion of 43rdAnnual General Meeting.

Further the Statutory Auditor's report does not contain any qualificationsreservations adverse remarks ordisclaimers.

Further during the year under review there was no instance of fraud which requiredthe Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act 2013 and Rules framed thereunder.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. PSRao& Associates Company Secretaries to undertake the SecretarialAudit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure-IIto this report.

COMPLIANCE WITH SECRETARIAL STANDARDDS

Your Company has devised proper systems to ensure compliance with the provisions of allthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. During the year underreview your Company has complied with the Secretarial Standards issued by the Instituteof Company Secretaries of India.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company which has occurred between the financial year ended 31st March2022 and the date of the report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The Company has formulated a whistle blower policy in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 22 of the SEBI ((Listing Obligationsand Disclosure Requirements) Regulations 2015 to enable the directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy The policy also provides for adequatesafeguards against victimization of director(s) / employee(s) who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The Whistle Blower policy has been uploaded on the company's website at www.kakatiyatextiles.in.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of non-independentdirectors and the Board as a whole based on various criteria.

The performance of each Independent Director was evaluated by the entire board ofdirectors on various parameters like engagement leadership analysis decision makingcommunication governance etc. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily.

DIRECTORS'& KEY MANAGERIAL PERSONNEL:

Shri. Vanka Ravindra Nath Director of the Company retires by rotation at the ensuingAnnual General Meeting and expressed his willingness to be reappointed as the Director ofthe Company. The necessary resolution for the appointment of Shri.Vanka Ravindra Nathisset out in the notice for approval of members in the ensuing Annual General Meeting of theCompany.

Further there is no change the Directors and Key Managerial Personnel.

COMPOSITION OF BOARD COMMITTEES:

We have in place of all the committees of the board which are required to beconstituted under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Composition of various committees of the Board is hereunder:

Audit Committee

Shri Kudary Anand Chairman
Shri Vanka Ravindranath Member
Shri Venkata Subba Rao Gamini Member
Nomination and Remuneration Committee
Shri Kudary Anand Chairman
Shri Venkata Subba Rao Gamini Member
Smt Vanka Raja Kumari Member
Stakeholders Relationship Committee
Shri Venkata Subba Rao Gamini Chairman
Shri Kudary Anand Member
Smt Vanka Raja Kumari Member

FIXED DEPOSITS:

Since the Company has not accepted any deposits covered under Chapter V of theCompanies Act 2013 and accordingly the question of default in repayment of deposits orpayment of interest thereon during the year does not arise.

EROSION OF NETWORTH:

As at 31st March 2022 your Company had a net worth of Rs. (1323) lakhs.Your Directors believe that the Company's net worth could become positive if the favorablebusiness trend continues for some time. Therefore the sickness status has not beenreferred to BIFR.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to monitor internal business processfinancial reporting and compliance with applicable laws. The Company periodically reviewsthe adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacysignificant risk areas observations made by the internal auditors on control mechanismand the operations of the company recommendations made for corrective action and theinternal audit reports. The committee reviews with the statutory auditors and themanagement key issues significant processes and accounting policies.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as amended inrespect of our employees is attached herewith as Annexure-III.

Further we do not have any employee whose remuneration falls within the purview of thelimits prescribed under the provisions of Section 197 of the Companies Act 2013 read withRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and as amended i.e. 8.50 Lakhs per Month or Rs. 1.02Crores per Annum.

Further details of top ten employees in terms of remuneration drawn during thefinancial year ended 31st March 2022 as required under Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and asamended is attached herewith as Annexure-III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a report on Management Discussion and Analysis isherewith annexed as Annexure- IV.

CORPORATE GOVERNANCE REPORT:

Since the paid up capital of the Company is less than Rs.10 Crores and the networth ofthe Company is less than Rs. 25 Crores the provisions of Regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 andpara C D & E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made there underreporting pursuant to Section 134 (3) (o) is not applicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is attached herewith as Annexure-Vto this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place a policy on Sexual Harassment of Women at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The company has constituted an internal complaintscommittee to address the complaints regarding sexual harassment. All employees are coveredunder this policy. The company has not received any complaints during the year underreview.

PERSONNEL RELATIONS:

Staff and Labour relations during the year at all units of the company continued to becordial.

ACKNOWLEDGEMENTS:

Your Directors wish to thank the Company's Bankers Financial Institutions Customersand Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed bythe shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for theirexcellent support and contribution made by them.

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