Your Directors are pleased to present their Twenty Second Annual Reporton the business and operations of the Company and the statement of accounts for the yearended March 31 2022.
|Particulars ||2021-22 ||2020-21 |
|Dividend and Other Income ||10742.52 ||7212.09 |
|Profit before Interest Depreciation & Tax (PBIDT) ||10649.68 ||7102.00 |
|Less: Interest & Finance Charges (Net) ||103.36 ||103.36 |
|Gross Profit ||10546.32 ||6998.64 |
|Less: Depreciation and amortization charge ||4.12 ||3.77 |
|Profit before Tax (PBT) ||10542.20 ||6994.87 |
|Less: Provision for Taxes (including provision for deferred tax) ||48.59 ||8.49 |
|Net Profit after Tax (PAT) ||10493.61 ||6986.38 |
|Add: Profit brought forward from previous year ||31529.54 ||31512.33 |
|Surplus available for appropriation ||42023.15 ||38498.71 |
|Appropriations || || |
| ||2021-22 ||2020-21 |
|Interim Dividend on Equity shares ||10453.24 ||6968.84 |
|Other comprehensive income arising from re-measurement of defined benefit obligation ||0.19 ||(0.33) |
|Amount transferred to General Reserve ||- ||- |
|Profit carried to Balance Sheet ||31529.54 ||31512.33 |
|Total Appropriation ||41982.97 ||38480.84 |
During the year your Company has announced two interim dividends ofRs. 51 and Rs. 111 per equity share amounting to Rs. 10453.24 lakhs. No final dividend isrecommended on Equity Shares.
Interim dividend @8% amounting to Rs. 103.36 lakhs was paid on 8%Non-cumulative Redeemable Preference Shares of Rs. 10 each/- for financial year 2021-22.
Further Board of Directors at their meeting held on 28thMarch 2022 decided to redeem 8% Non-cumulative Redeemable Preference Shares by givingnotice to preference shareholders and Shares were redeemed on 30th April 2022alongwith dividend till date of redemption.
Profit before Interest Depreciation & Tax (PBIDT) increased by33.31% to Rs. 10649.68 lakhs during 2021-22 from Rs 7102.00 lakhs during 2020-21. Profitafter Tax increased by 33.42% to Rs. 10493.61 lakhs during 2021-22 from Rs 6986.38 lakhsduring 2020-21 mainly on account of increase in dividend income.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2022 your company had the following subsidiaries:-
1. SRF Limited is a subsidiary of the Company engaged primarily in themanufacture of technical textiles specialty chemicals fluorochemicals and packagingfilms. It has seven wholly owned subsidiaries out of which two wholly owned subsidiariesare registered in India and remaining five are registered outside India. Three of theseare direct wholly owned subsidiaries and the rest four are step down wholly ownedsubsidiaries of SRF Limited. The details of the business of these subsidiaries are moreparticularly given in the Annual Report of SRF Ltd. for 2021-22 which is available on thewebsite www.srf.com.
2. SRF Transnational Holdings Ltd. (SRFT) is a registered non deposittaking NBFC engaged in the business of investment in shares and securities.
3. Shri Educare Ltd. (SEL) is a company engaged in the business ofrendering assistance for establishing managing and running of the schools includingsublicensing of copyrights trademarks and software.
4. Shri Educare Maldives Pvt. Ltd. (SEMPL) is managing a school in apublic-private partnership with Maldives Government.
5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisitionand rental of properties.
6. KAMA Real Estate Holdings LLP (KREHL) is a limited liabilitypartnership between KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. It is engaged primarilyin acquisition and rental of properties.
The consolidated profit and loss account for the period ended March 312022 includes the profit and accounts for these thirteen subsidiaries for the completefinancial year ended March 31 2022.
The consolidated financial statements of the Company prepared incompliance with applicable Accounting Standards and other applicable laws including allthe above subsidiaries duly audited by the statutory auditors are presented in the AnnualReport.
No company has become/ceased to be a joint venture or associate duringthe year. A report on performance and financial position of each of the subsidiaries andassociates is presented in a separate section in this Annual Report. Please refer (AOC-1)annexed to the financial statements in the Annual Report. The Policy for determiningmaterial subsidiaries as approved by the Board may be accessed on the Company'swebsite at the link: http://www.kamaholdings. com/Inv/Policy Material Subsidary Companies.pdf
The Company shall make available the annual accounts of the subsidiarycompanies to any member of the Company who may be interested in obtaining the same. Theannual accounts of the subsidiary companies will also be kept open for inspection at theregistered office of the Company and respective subsidiary companies. Further the annualaccounts of the subsidiaries are also available on the website of the Company viz. www.kamaholdings.com.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Ashish Bharat Ram (DIN 00671567) is retiring at the forthcomingannual general meeting and being eligible offers himself for re-appointment.
The Members of the Company at the 18th Annual General Meeting held onSeptember 28 2018 had appointed Ms. Ira Gupta (DIN: 07517101) as Independent Director ofthe Company whose term is due to expire on 31st March 2023. The Board has recommendedthe proposal for reappointment of Ms. Ira Gupta for approval of the shareholders throughspecial resolution(s) for a further period of 5 years w.e.f. 01.04.2023 to 31.03.2028.
Brief resume of the Directors who are proposed to be appointed/re-appointed is furnished in the explanatory statement to the notice of the ensuing AnnualGeneral Meeting.
All the Independent Director(s) have submitted the declaration ofmeeting the criteria for independence as provided in section 149 (6) of the Companies Act2013 and Listing Regulations. They are also independent of the management.
The Board confirms that independent directors appointed during the yearpossess the desired integrity expertise and experience. The Independent Directors of theCompany have confirmed that they have enrolled themselves in the IndependentDirectors' Databank maintained with the Indian Institute of Corporate Affairs(IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules 2014. One of the Directors wasexempted from the requirement to undertake the online proficiency self-assessment testconducted by IICA and the remaining have cleared the Online Proficiency Test as prescribedunder Companies (Appointment and Qualifications of Directors) Rules 2014 as amended.
In accordance with the requirements of the Act and the ListingRegulations the Company has formulated a Nomination Appointment and Remuneration Policy.A copy of the Policy is enclosed as Annexure 1.
In accordance with the aforesaid Policy the Nomination andRemuneration Committee (NRC) evaluates the performance of the Executive Director Non-Independent non-executive Directors and Independent Directors. Board evaluates its ownperformance on criteria like discharge of duties and responsibilities under the CompaniesAct 2013 ("the Companies Act) and Listing Regulations fulfilment of its role withrespect to guiding corporate strategy risk policy business plans corporate performancemonitoring company's governance practices etc. and number of meetings held during theyear and the performance of its Committees on the criteria like fulfilment of role of theCommittee with reference to its terms of reference the Companies Act and the ListingRegulations and the number of committee meetings held during the year. Performanceevaluation of individual Directors is done annually by the NRC as per the structure ofperformance evaluation prescribed in the Nomination Appointment and Remuneration Policy.
NRC 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.
The details of programmes for familiarisation of Independent Directors.All Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. from time to time are put up on the website of theCompany at the link.
MEETINGS OF THE BOARD
During the year 2021-22 six meetings of the Board of Directors wereheld. For further details please refer to report on Corporate Governance on page no. 26of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act2013 it is hereby confirmed that :
(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) the directors had 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 profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) the directors had prepared the annual accounts on a going concernbasis;
(e) the directors had 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 systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Companyduring the financial year with related parties referred to in sub-section (1) of section188 were in the ordinary course of business and on an arms' length basis and inaccordance with the basis approved by the Audit Committee. During the year the Companyhas not entered into any contract/ arrangement/ transaction with related parties whichcould be considered material in accordance with the Policy on materiality of related partytransactions. Accordingly the disclosure of related party transactions as required underSection 134(3) (h) of the Companies Act 2013 (the Act') in Form No. AOC-2 isnot applicable to the Company for FY 2021-22 and hence the same is not provided.
Your Directors draw attention of the members to Note 25 to the notes toaccounts forming part of the financial statements which sets out related party transactiondisclosures.
PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE- GUARANTEES GIVEN ANDSECURITIES PROVIDED
Particulars of loans given investments made guarantees given andsecurities provided alongwith the purpose for which the loan guarantee or security wasproposed to be utilized by the recipient are provided in the standalone financialstatement. (Please refer Note 26 to the standalone financial statement).
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective has been prepared for 2021-22 and forms apart of the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year 2021-22 the provisions of Section 135 of the CompaniesAct 2013 were not applicable to the Company as the criteria for formation of CSRCommittee laid down in section 135 (1) of the said Act were not met by the Company.Moreover the net profit of the Company consisted predominantly of dividend from SRFlimited which is a subsidiary of the Company which is complying with the requirements ofthe said section. As per the Companies (Corporate Social Responsibility Policy) Rules2014 net profit for the purpose of the said section excludes any dividend income receivedfrom other companies in India which are covered under and complying with the provisionsof Section 135 of the Act.
The Company is a Core Investment Company within the meaning of CoreInvestment Companies (Reserve Bank) Directions 2016
Investment business is always prone to various risks i.e. risk ofcapital market fluctuations global developments competition risk interest ratevolatility economic cycles and political risks which can affect the fortunes ofinvestment companies in both ways.
To manage these risks the Company is following a sound and prudent riskmanagement policy. 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 beenidentified may threaten the existence of the Company.
The Company has a Risk Management Committee consisting of Mr. AshishBharat Ram as Chairman Mr. Kartik Bharat Ram and Mr. Jagdeep Singh Rikhy as members ofthe Committee. Mr. Jagdeep Singh Rikhy was appointed as member of the Committee w.e.f.28.05.2021 in place of Ms. Ekta Maheshwari Whole Time Director CFO & CompanySecretary.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.
LISTING OF EQUITY SHARES
KAMA's equity shares are listed at the BSE Limited.
DIVIDEND DISTRIBUTION POLICY
In compliance with the listing regulations your Board had formulated aDividend Distribution Policy. A copy of the said policy is available on the website of thecompany at www. kamaholdings.com. The Policy is also given in Annexure II.
Certificate of the Statutory Auditor regarding compliance of theconditions of corporate governance as stipulated in Regulation 34(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached to the report asAnnexure III.
In compliance with the requirements of Regulation 17(8) of theaforesaid Regulations a certificate from Whole Time Director CFO and Company Secretarywas placed before the Board.
All Board members affirmed compliance with the Code of Conduct forBoard and Senior Management Personnel. A declaration to this effect duly signed by theWhole Time Director CFO 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 preparedin accordance with the Indian Accounting Standards (Ind AS) to comply with the AccountingStandards specified under Section 133 of the Companies Act 2013 read with Companies(Indian Accounting Standards) Rules 2015 and other relevant amendments issued thereafterof the Act.
The Audit Committee comprises of Independent Directors namely Mr.Amitav Virmani (Chairman of the Committee) Mrs. Ira Gupta and Mr. Jagdeep Singh Rikhy asother members. All the recommendations made by the Audit Committee were accepted by theBoard.
ACCOUNTS AND AUDIT
M/s V Sahai Tripathi & Co. (VST) Chartered Accountants (FirmRegistration No. 000262N) were appointed as the statutory Auditor of the Company for aterm of 5 years in its 20th Annual General Meeting.
There are no qualifications reservations adverse remarks ordisclaimers made by the Statutory Auditor in their Audit Report. The Notes to thefinancial statements referred in the Auditors Report are self-explanatory and therefore donot call for any comments under Section 134 of the Companies Act 2013. The Auditors'Report is enclosed with the financial statements in the Annual Report.
As per the requirement of section 148(1) and other applicableprovisions of the Companies Act 2013 Maintenance of Cost records is not applicable onthe Company.
In compliance of provisions of the Companies Act 2013 and ListingRegulations the company has established a vigil mechanism for directors employees andother stakeholders to report concerns about unethical behaviour actual or suspected fraudor violation of the company's code of conduct.
The Vigil mechanism of the Company consists of Code of Conduct forEmployees Whistleblower Policy Code of Conduct for Prevention of Insider Trading andCode of Conduct for Directors and Sr. Management Personnel. These taken togetherconstitute the vigil mechanism through which Directors employees and other stakeholderscan voice their concerns. The Whistleblower Policy Code of Conduct for Prevention ofInsider Trading and Code of Conduct for Directors and Sr. Management Personnel can beaccessed on the Company's website at the link http://www.kamaholdings.com/InvCodesPolicies.aspx.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters as stipulated in ListingRegulations is given as a separate section in the Annual report.
The Board had appointed M/s Sanjay Grover & Associates PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2021-22. TheSecretarial Audit Report for the financial year ended March 31 2022 is annexed herewithas Annexure IV to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Further Secretarial Compliance Report dated May 26 2022 issued asper SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08 2019 was given by M/s SanjayGrover & Associates Practicing Company Secretary which was submitted to StockExchanges.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration required to be disclosed under the said rules areprovided in Annexure V.
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are provided in Annexure VI.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS & OUTGO
As the Company is not carrying out any manufacturing activity thedisclosures as required under section 134(3)(m) of the Companies Act 2013 and rules madethereunder have not been given. There is no foreign exchange earnings and outgo in thefinancial year ended March 312022.
The Annual Return (MGT-7) of the Company as on March 31 2022 isavailable on the following web link: www.kamaholdings. com
Applicable Secretarial Standards i.e. SS-1 SS-2 and SS- 3 relating toMeeting of the Board of Directors' General Meetings' andDividend' respectively have been duly followed by the Company.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there was no transactions on these items during the yearunder review :-
1. Details relating to deposits covered under Chapter V of theCompanies Act 2013.
2. Whole-time Director CFO and Company Secretary has not received anyremuneration or commission from any of the Company's subsidiaries.
3. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
During the year there were no complaints received under the SexualHarassment of Women at Workplace (Prevention prohibition and redressal ) Act 2013.
Your Directors acknowledge with gratitude the co-operation andassistance received from various stakeholders and statutory agencies. Your Directors thankthe shareholders for their support.
|For and on behalf of the Board of Directors || |
|Kartik Bharat Ram || |
|Place: New Delhi ||Chairman |
|Date: May 27. 2022 ||(DIN 00008557) |