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Kama Holdings Ltd.

BSE: 532468 Sector: Industrials
NSE: N.A. ISIN Code: INE411F01010
BSE 00:00 | 19 Oct 5074.85 314.65
(6.61%)
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NSE 05:30 | 01 Jan Kama Holdings Ltd
OPEN 4760.00
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VOLUME 662
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P/E 88.57
Mkt Cap.(Rs cr) 3,273
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Sell Price 0.00
Sell Qty 0.00
OPEN 4760.00
CLOSE 4760.20
VOLUME 662
52-Week high 6044.00
52-Week low 2705.00
P/E 88.57
Mkt Cap.(Rs cr) 3,273
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kama Holdings Ltd. (KAMAHOLD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their eighteenth Annual Report on the businessand operations of the Company and the statement of accounts for the year ended 31stMarch 2018.

FINANCIAL RESULTS

2017-18 2016-17
Dividend and Other Income 3666.06 3608.68
Profit Before Interest Depreciation & Tax (PBIDT) 3582.67 3547.42
Less: Interest & Finance Charges (Net) - -
Gross Profit 3582.67 3547.42
Less: Depreciation and amortization charge - -
Profit before Tax (PBT) 3582.67 3547.42
Less: Provision for Taxes (including provision for deferred tax) 11.47 0.86
Net Profit after Tax (PAT) 3571.20 3546.56
Add: Profit brought forward from previous year 24209.54 21734.23
Surplus available for appropriation 27780.75 25280.79

Appropriations

Dividend on Preference Shares - 103.36
Interim Dividend on Equity shares 967.89 967.89
Corporate tax on dividend - -
Amount transferred to General Reserve - -
Profit carried to Balance Sheet 26812.85 24209.54
Total Appropriation 27780.75 25280.79

DIVIDEND

During the year your Company has paid an interim dividend of Rs. 15 per equity shareamounting to Rs. 967.89 Lakhs. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative RedeemablePreference Shares.

OPERATIONS REVIEW

Profit before Interest Depreciation & Tax (PBIDT) increased by 1.08% to Rs 3582.67lakhs during 2017-18 from Rs 3547.42 lakhs during 2016-17. Profit after Tax increased by

0.78% to Rs. 3571.20 lakhs during 2017-18 from Rs 3546.56 lakhs during 2016-17 mainlyon account of increase in Interest income.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31 2018 your company had the following subsidiaries :-

1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture oftechnical textiles specialty chemicals fluorochemicals and packaging films. It has fivewholly owned subsidiaries out of which one wholly owned subsidiary is registered in Indiaand remaining four are registered outside India. Two of these are direct wholly ownedsubsidiaries and the rest three are step down wholly owned subsidiaries of SRF Limited.The details of the business of these subsidiaries is more particularly given in the AnnualReport of SRF Ltd. for 2017-18 which is available on the website www.srf.com

2. SRF Transnational Holdings Ltd.(SRFT) is a registered non deposit taking NBFCengaged in the business of investment in shares and securities.

3. Shri Educare Ltd. (SEL) is a company engaged in the business of rendering assistancefor establishing managing and running of the schools including sublicensing ofcopyrights trademarks and software.

4. Shri Educare Maldives Pvt. Ltd. (SEMPL) is managing a school in a public-privatepartnership with Maldives Government.

5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisition and rental ofproperties.

6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership betweenKAMA Realty (Delhi) Ltd. and Shri Educare Ltd. It is engaged primarily in acquisition andrental of properties.

The consolidated profit and loss account for the period ended March 31 2018 includesthe profit and accounts for these eleven subsidiaries for the complete financial yearended March 31 2018

The consolidated financial statements of the Company prepared in compliance withapplicable Accounting Standards and other applicable laws including all the abovesubsidiaries duly audited by the statutory auditors are presented in the Annual Report.

After the end of financial year 2017-18 a new wholly owned subsidiary by the name ofSRF Europe Kft was incorporated by SRF Limited to undertake manufacture of packaging filmsin Hungary.

No other subsidiaries were divested or incorporated. No company has become/ceased to bea joint venture or associate during the year. A report on performance and financialposition of each of the subsidiaries and associates is presented in a separate section inthis Annual Report. Please refer (AOC-1) annexed to the financial statements in the AnnualReport. The Policy for determining material subsidiaries as approved by the Board may beaccessed on the Company's website at the link: http://www.kamaholdings.com/Inv/PolicyMaterialSubsidaryCompanies.pdf

The Company shall make available the annual accounts of the subsidiary companies to anymember of the Company who may be interested in obtaining the same. The annual accounts ofthe subsidiary companies will also be kept open for inspection at the registered office ofthe Company and respective subsidiary companies. Further the annual accounts of thesubsidiaries are also available on the website of the Company viz. www. kamaholdings.com.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Ms. Vasvi Bharat Ram (DIN 00074849) is retiring at the forthcoming annual generalmeeting and being eligible offers herself for re-election.

Mr. Rajat Lakhanpal (DIN 00005664) Whole time Director Chief Financial Officer andCompany Secretary whose existing tenure as a Whole-time Director came to an end on 31stMarch 2018 was re-appointed by the Board for a term of five years w.e.f. 1stApril 2018 subject to shareholders approval at this AGM.

The Members of the Company at the 14th Annual General Meeting held onSeptember 2 2014 had appointed Mr. Amitav Virmani Mr. Dhirendra Datta and Mr. MukulKhandelwal as Independent Director(s) of the Company whose term are due to expire on 31stMarch 2019.

The Board has recommended the proposal for reappointment of Mr. Amitav Virmani Mr.Dhirendra Datta and Mr. Mukul Khandelwal for approval of the shareholders through specialresolution(s) for a further period of 5 years w.e.f. 01.04.2019 to 31.03.2024.

Further the Board had appointed Ms. Ira Gupta as an Additional Director (Independent)in its meeting held on May 30 2018 and has recommended the members to appoint her as anIndependent Director for their approval through ordinary resolution for a period upto31.03.2023.

All the Independent Director(s) have submitted the declaration of meeting the criteriafor independence as provided in section 149 (6) of the Companies Act 2013 and ListingRegulations and are eligible for reappointment. They are also independent of themanagement.

Brief resumes of all the directors are given in the Notice of the 18thAnnual General Meeting.

In accordance with the requirements of the Act and the Listing Regulations the Companyhas formulated a Nomination Appointment and Remuneration Policy. A copy of the Policy isenclosed as Annexure 1.

In accordance with the aforesaid Policy the Nomination and Remuneration Committee(NRC) evaluates the performance of the Executive Director Non- Independent non-executiveDirectors and Independent Directors. Board evaluates its own performance on criteria likedischarge of duties and responsibilities under the Companies Act 2013 ("theCompanies Act") and Listing Regulations fulfilment of its role with respect toguiding corporate strategy risk policy business plans corporate performance monitoringcompany's governance practices etc. and number of meetings held during the year and theperformance of its Committees on the criteria like fulfilment of role of the Committeewith reference to its terms of reference the Companies Act and the Listing Regulationsand the number of committee meetings held during the year. Performance evaluation ofindividual Directors is done annually by the NRC as per the structure of performanceevaluation prescribed in the Nomination Appointment and Remuneration Policy.

NRC may recommend to the Board appropriate fees / commission to the non-executivedirectors for its approval. The Committee / Board shall inter alia consider level ofremuneration /commission payable by other comparable companies time devoted experienceproviding guidance on strategic matters and such other factors as it may deem fit.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link.

http://www.kamaholdings.com/Inv/Familizaration Independent Directors.pdf

MEETINGS OF THE BOARD

During the year 2017-18 five meetings of the Board of Directors were held. For furtherdetails please refer to report on Corporate Governance on page no. 32 of this AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on 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; and

(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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during thefinancial year with related parties referred to in sub-section (1) of section 188 werein the ordinary course of business and on an arms' length basis and in accordance with thebasis approved by the Audit Committee. During the year the Company has not entered intoany contract/ arrangement/ transaction with related parties which could be consideredmaterial in accordance with the Policy on materiality of related party transactions.

Your Directors draw attention of the members to Note 18 to the notes to accountsforming part of the financial statements which sets out related party transactiondisclosures.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given investments made guarantees given and securities providedalongwith the purpose for which the loan or guarantee or security was proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 19 to the standalone financial statement).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company was not required to undertake CSR obligations as it didnot fulfill any of the criteria laid down under Section 135 of the Companies Act 2013 andrules made thereunder.

RISK MANAGEMENT

The Company is a Core Investment Company within the meaning of Core InvestmentCompanies (Reserve Bank) Directions 2011

Investment business is always prone to various risks i.e. risk of capital marketfluctuations global developments competition risk interest rate volatility economiccycles and political risks which can affect the fortunes of investment companies in bothways.

To manage these risks the Company is following a sound and prudent risk managementpolicy. The aim of the policy is to minimize risk and maximize the returns.

In the opinion of your Board none of the risks which have been identified may threatenthe existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

LISTING OF EQUITY SHARES

KAMA's equity shares are listed at the BSE Limited. CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance of the conditions ofcorporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached to the report as Annexure II.

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations acertificate from Whole Time Director Chief Financial Officer and Company Secretary wasplaced before the Board.

All Board members affirmed compliance with the Code of Conduct for Board and SeniorManagement Personnel. A declaration to this effect duly signed by the Whole Time DirectorChief Financial Officer and Company Secretary is enclosed as a part of the CorporateGovernance Report. A copy of the Code is also placed at the website of the Company(www.kamaholdings.com).

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company have been prepared in accordancewith the Generally Accepted Accounting Principles in India (Indian GAAP) to comply withthe Accounting Standards specified under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act 2013 ("the 2013 Act") and form part of the Annual Report andAccounts.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (DIN02169955) (Chairman of the Committee) Mr. Mukul Khandelwal (DIN 00662822) and Mr.Dhirendra Datta (DIN 02576649) as other members. All the recommendations made by the AuditCommittee were accepted by the Board.

ACCOUNTS AND AUDIT

M/s. Luthra & Luthra LLP Chartered Accountants New Delhi (Registration No.002081N) were appointed as the Statutory Auditors of the Company to hold office from theconclusion of 17th Annual General Meeting until the conclusion of the 22ndAnnual General Meeting of the Company.

The observations of the Auditors are explained wherever necessary in appropriate notesto the accounts. The Auditors Report does not contain any qualification reservationadverse remark or disclaimer.

VIGIL MECHANISM

In compliance of provisions of the Companies Act 2013 and Listing Regulations thecompany has established a vigil mechanism for directors employees and other stakeholdersto report concerns about unethical behaviour actual or suspected fraud or violation ofthe company's code of conduct.

The Vigil mechanism of the Company consists of Code of Conduct for EmployeesWhistleblower Policy Code of Conduct for Prevention of Insider Trading and Code ofConduct for Directors and Sr. Management Personnel. These taken together constitute thevigil mechanism through which Directors employees and other stakeholders can voice theirconcerns. The Whistleblower Policy Code of Conduct for Prevention of Insider Trading andCode of Conduct for Directors and Sr. Management Personnel can be accessed on theCompany's website at the link http://www.kamaholdings. com/InvCodesPolicies.aspx.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters as stipulated in Listing Regulations isgiven as a separate statement in the Annual report.

SECRETARIAL AUDITOR

The Board had appointed M/s Sanjay Grover & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is annexed herewithas Annexure III to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

FIXED DEPOSITS

Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1stApril 2009. As on 31st March 2018 there are no deposits remaining unclaimedby depositors.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration required to be disclosed under the said rules are provided in Annexure IV.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended are provided in Annexure V.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

As the Company is not carrying out any manufacturing activity the disclosures asrequired under Section 134(3)(m) of the Companies Act 2013 and the rules made thereunderhave not been given.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI.

SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 SS-2 and SS- 3 relating to ‘Meetingof the Board of Directors' ‘General Meetings' and Dividend respectively have beenduly followed by the Company.

GENERAL

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

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Whole-time Director Chief Financial Officer and Company Secretary has not receivedany remuneration or commission from any of the Company's subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

As there are no women employees in the Company the provisions of The Sexual Harassmentof Women at Workplace (Prevention prohibition and redressal) Act 2013 are not applicableto the Company.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received fromvarious stakeholders and statutory agencies. Your Directors thank the shareholders fortheir support.

For and on behalf of the Board of Directors
Kartik Bharat Ram
Chairman
(DIN 00008557)
Gurugram
May 30. 2018

Annexure I to BOARD'S REPORT

KAMA HOLDINGS LIMITED

NOMINATION. APPOINTMENT AND REMUNERATION POLICY

A. Introduction

This Policy on Nomination Appointment and Remuneration of Directors and Key ManagerialPersonnel has been formulated in accordance with the provisions of Section 178 of theCompanies Act 2013 (the Act) and the Listing Regulations by the Nomination andRemuneration Committee of the Directors of the Company.

B. Definitions

Directors Directors (other than Whole-time Director(s) appointed under the provisions of the Companies Act 2013 and rules made thereunder.
Key Managerial Personnel Whole-time Director(s) Chief Financial Officer and Company Secretary.

The terms "He" or "his" as mentioned in this Policy includes anygender.

C. Terms of Reference

The Board of Directors of the Company at its meeting held on 27th May 2014reconstituted the existing Remuneration Committee of Directors as "Nomination andRemuneration Committee" of Directors (the Committee). The terms of reference of theCommittee are as follows:-

• Formulation of the criteria for determining qualifications positive attributesand independence of a director.

• Formulation of criteria for evaluation of performance of Independent Directorsand the Board

• Devising a policy on Board diversity.

• Formulation of policies for remuneration to Directors Key Managerial PersonnelSr. Management Personnel and functional heads and Other Employees.

• Identification and recommendation to Board of persons who are qualified tobecome Directors Key Managerial Personnel Sr. Management Personnel and functional headsin accordance with the criteria laid down.

• Recommend to the Board on appointment and removal of Directors Key ManagerialPersonnel Sr. Management Personnel and functional heads.

• Evaluation of the performance of Directors (other than independent directors).

• Evaluation of the performance of independent directors and make recommendationsto Board.

• To develop a succession plan for the Directors Key Managerial Personnel and Sr.Management Personnel and regularly review the plan.

• Formulation of criteria for making payment to non-executive Directors.

D. Criteria for recommending a person to become Director

The Committee shall take into consideration the following criteria of qualificationpositive attributes and independence for recommending to the Board for appointment of aDirector:-

1. Qualification & Experience

The incumbent shall possess appropriate skills experience and knowledge in one or morefields of finance law management sales & marketing operations research corporategovernance education community service or other disciplines.

2. Attributes/Qualities

The incumbent Director shall possess one or more of the following attributes/qualities:-

- Respect for and strong willingness to imbibe the Company's Core Values.

- Honesty and Professional integrity.

- Strategic capability with business vision.

- Entrepreneurial spirit and track record of achievement.

- Ability to be independent

- Capable of lateral thinking.

- Reasonable financial expertise.

- Association in the fields of business/corporate world/Finance/education/communityservice/Chambers of Commerce & industry.

- Effective review and challenge to the performance of management.

3. In case the proposed appointee is an Independent Director he should fulfill thecriteria for appointment as Independent Director as per the provisions of the Act ListingRegulations and other applicable laws and regulations.

4. The incumbent should not be disqualified for appointment as a Director pursuant tothe provisions of the Act or other applicable laws & regulations.

E. Directors' Compensation

The Committee will recommend to the Board appropriate compensation to ExecutiveDirectors subject to the provisions of the Act Listing Regulations and other applicablelaws & regulations. The Committee shall periodically review the compensation of suchDirectors in relation to other comparable companies and other factors the Committee deemsappropriate. Proposed changes if any in the compensation of such Directors shall bereviewed by the Committee subject to approval by the Board.

The Committee will recommend to the Board appropriate fees / commission to thenon-executive directors for its approval. The Committee / Board shall inter alia considerlevel of remuneration /commission payable by other comparable companies time devotedexperience providing guidance on strategic matters and such other factors as it may deemfit.

F. Evaluation

The Committee will review the performance of Directors as per the structure ofperformance evaluation.

Performance evaluation of Executive Directors Non-executive Directors IndependentDirectors Board as a whole Board Committees and their members and Chairman shall becarried out in following manner:

a) Performance evaluation of all individual Directors: It shall be done annually bythe Nomination and Remuneration Committee (NRC) as per the structure of performanceevaluation (as per Annexure I & II). The outcome of the evaluation shall be shared bythe Chairman of NRC with the Board.

b) Performance evaluation of Independent Directors: It shall be done annually andat the time of their re-appointment by NRC for deciding whether to extend or continue theterm of appointment of independent directors. Based upon the recommendations of the NRCthe Board of Directors shall decide to continue their appointment or consider them forreappointment.

The performance evaluation of independent directors in addition to feedback receivedfrom NRC shall be done by the entire Board of Directors excluding the director beingevaluated as per the structure of performance evaluation (as per Annexure II).

c) Performance evaluation of the Board of Directors: Board shall evaluate its ownperformance on criteria like discharge of duties and responsibilities under the CompaniesAct and Listing Regulations fulfillment of its role with respect to guiding corporatestrategy risk policy business plans corporate performance monitoring company'sgovernance practices etc. and number of meetings held during the year as specified inannexure III (Part - A).

d) Performance evaluation of Board Committees: The Board shall review theperformance of all its committees annually on criteria for evaluation as specified inannexure III (Part - B).

e) Performance evaluation by independent directors at their separate meeting : TheIndependent Directors in their separate meeting shall review performance ofnon-independent directors Board as a whole the Chairman of the company taking intoaccount the views of executive directors and non-executive directors;

The Chairman of meeting of Independent Directors or one selected by independentDirectors shall share outcome of their abovementioned evaluations with the Chairman of theBoard.

Chairman of the Board shall be responsible for giving feedback as and when required asa result of performance evaluation above and guide on preparation of a suitable actionplan if required.

G. Board Diversity

The Committee will review from time to time Board diversity to bring in professionalexperience in different areas of operations transparency corporate governance financialmanagement risk assessment & mitigation strategy education community service andhuman resource management in the Company. The Committee will keep succession planning andBoard diversity in mind in recommending any new name of Director for appointment to theBoard.

H. Eligibility criteria & Remuneration of Key Managerial Personnel SeniorManagement Personnel and Functional

Heads and other Employees

The eligibility criteria for appointment of key managerial personnel shall be inaccordance with the job description of the relevant position.

The remuneration structure for Key Managerial Personnel shall be as per the Company'sremuneration structure taking into account factors such as level of experiencequalification performance and suitability which shall be reasonable and sufficient toattract retain and motivate them.

The remuneration may consist of fixed and incentive pay/retention bonus reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals.

The remuneration for the Employees other than Key Managerial Personnel is determined onthe basis of the role and position of the individual employee including professionalexperience responsibility job complexity and market conditions and his/her last drawnremuneration in the previous organization.

The various remuneration components basic salary allowances perquisites etc. may becombined to ensure an appropriate and balanced remuneration package.

The annual increments to the remuneration paid to the employees shall be determinedbased on the appraisal carried out by the respective reporting managers/HODs of variousdepartments. Decision on annual increments shall be made on the basis of this appraisal.The remuneration would be benchmarked intermittently with a basket of identified companiescomparable to the Company.

The remuneration may consist of fixed and incentive pay/retention bonus reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals.

The aforesaid Key Managerial Personnel Senior Management Personnel Functional Headsand Other Employees may also be provided any facility perquisites commissionaccommodation interest free loans or loans at concessional rate in accordance with thepolicies framed for them or any category thereof.

However loan to the Directors who are KMPs shall be governed by such approvals as maybe required by the Companies Act 2013.

Annexure II to the Board's Report

TO THE MEMBERS OF KAMA HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT ON CORPORATE GOVERNANCE

Independent Auditors' Report on Corporate Governance

1. This report is issued in accordance with the terms of our engagement with KamaHoldings Limited (‘the Company').

2. We have examined the compliance of conditions of Corporate Governance by theCompany for the year ended on March 312018 as stipulated in regulations 17 to 27 andclauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the Listing Regulations).

Managements' Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of theManagement. This responsibility includes the design implementation and maintenance ofinternal control and procedures to ensure the compliance with the conditions of theCorporate Governance stipulated in Listing Regulations.

Auditor's Responsibility

4. Our responsibility is limited to examining the procedures and implementationthereof adopted by the Company for ensuring compliance with the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

5. We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company.

6. We have carried out an examination of the relevant records of the Company inaccordance with the Guidance Note on Certification of Corporate Governance issued by theInstitute of the Chartered Accountants of India (the ICAI) the Standards on Auditingspecified under Section 143(10) of the Companies Act 2013 in so far as applicable for thepurpose of this report and as per the Guidance Note on Reports or Certificates for SpecialPurposes issued by the ICAI which requires that we comply with the ethical requirements ofthe Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard onQuality Control (SQC) 1 Quality Control for Firms that Perform Audits and Reviews ofHistorical Financial Information and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the relevant records and according to the informationand explanations provided to us and the representations provided by the Management wecertify that the Company has complied with the conditions of Corporate Governance asstipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para Cand D of Schedule V of the Listing Regulations during the year ended March 312018.

9. We state that such compliance is neither an assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conductedthe affairs of the Company.

For Luthra & Luthra LLP

Chartered Accountants

FRN: 002081N/N500092

Naresh Agrawal

Partner

M.No: 504922

Place: New Delhi

Date : May 30 2018

Annexure IV to the Board's Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

S. No. Name Age Designation Remuneration (Rs. in Lakhs) Qualification Exp. (In Years) Date of Joining Last Employment
1. Rajat Lakhanpal 45 Whole-time Director Chief Financial Officer & Company Secretary 49.20 B.Com ACS LLB 19 1.4.2002 SRF Ltd.

Note : 1. Remuneration comprises salary bonus allowances perquisites leaveencashment retention pay and Company's contribution to Provident Fund and Gratuity. 2.All appointments are contractual in nature. 3. There are no employees in the services ofthe Company within the category covered by Section 197(12) read with rule 5(2)(i) to (iii)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. 4.Mr. Rajat Lakhanpal Whole-time Director Chief Financial Officer & Company Secretaryis not related to any other Director of the Company.

For and on behalf of the Board of Directors
Kartik Bharat Ram
Chairman
(DIN 00008557)
Gurugram
May 30 2018

Annexure V to Board's Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Whole Time DirectorChief Financial Officer and Company Secretary during the financial year 2017-18 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2017-18 are as under:

S. N. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2017-18 (Rs./Lakhs) % increase in Remuneration in the Financial Year 2017-18 Ratio of remuneration of each Director to median remuneration of employees
1. Mr Rajat Lakhanpal (Whole Time Director Chief Financial Officer & Company Secretary) 49.20 14.44 1.00
2 Mr Kartik Bharat Ram (Non-Executive Chairman & Promoter) 0.28 12.00 0.006
3 Mr Mukul Khandelwal (Non-Executive Independent Director) 0.20 0.00 0.004
4 Mr Amitav Virmani (Non-Executive Independent Director) 0.45 12.50 0.009
5 Mr Dhirendra Datta (Non-Executive Independent Director) 0.25 13.64 0.005
6 Ms Vasvi Bharat Ram (DIN 00074849) (NonExecutive Director & Promoter) 0.32 (3.03) 0.007

(ii) The median remuneration of employees of the Company as on 31st March2018 was Rs. 49.20 Lakhs as compared to Rs. 43.00 Lakhs as on 31st March 2017.The increase in median remuneration was 14.44% as compared to 2016-17.

(iii) There was one permanent employee on the rolls of the Company as on March 312018.

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2017-18 and its comparison withthe percentile increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in the managerialremuneration.

Mr. Rajat Lakhanpal Whole time Director Chief Financial Officer & CompanySecretary is the only employee of the Company. Hence this is not applicable.

v) It is hereby affirmed that the remuneration paid is as per the NominationAppointment and Remuneration Policy of the Company.

For and on behalf of the Board of Directors
Kartik Bharat Ram
Chairman
(DIN 00008557)
Gurugram
May 30 2018