Kamadgiri Fashion Ltd.
|BSE: 514322||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE535C01013|
|BSE 00:00 | 06 Feb||64.80||
|NSE 05:30 | 01 Jan||Kamadgiri Fashion Ltd|
Kamadgiri Fashion Ltd. (KAMADGIRIFASH) - Director Report
Company director report
Your Director?s are pleased to present the 35th Annual Report onthe business and operation of the Company together with the Audited Financial Statementsfor the financial year ended on March 312022.
(Rs in Lakhs)
With Normalcy slowly returning Financial year 2021-22 has been achallenging year for the Company. All the business segments of the Company demonstratedresilience on the back of improved market sentiment conducted efficient businessoperations and adopted best industry practices. Overall the Company saw betterperformance in all its segments as compared to the previous year.
despite disruptions caused due to 2nd and 3rd waves of Covid-19pandemic as the threat of reoccurrence of pandemic is still looming the Companycontinues to assess and monitor the business operations regularly and is taking allpossible precautions in terms of safety of its staff and workers at all the locations ofits offices and manufacturing plants. During the year under review the Company hasachieved a turnover of Rs 25732.37 Lakhs as compared to Rs 13991.11 Lakhs in theprevious year. The Company has opted alternate plans and tapped available opportunities tocontinue to run its operations. The Standalone profit after tax for the financial year2021-22 was 65.19 Lakhs and Consolidated profit after tax for the financial year 2021-22was Rs 32.95 Lakhs as compared to Loss after tax of Rs (578.83) Lakhs during the previousyear.
The past couple of years have been a period of intense action andreflection. We have seen a global pandemic geopolitical tension supply chain disruptionthe rise of cryptocurrency and many other public and private upheavals. As the dust settleand a clear picture of the world ahead emerges. Now we are standing at the threshold of aperiod of great opportunity and growth.
Considering the less profit in Company?s financial results duringthe year under review the Board of Directors (the Board?) have not proposedany dividend for the year.
The Company has not accepted any deposit from public during the yearunder review.
TRANSFER TO RESERVES
In view of less profit the Board has decided not to transfer anyamount to General Reserves for the financial year ended March 312022.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations) a separate report on Corporate Governance is enclosedas a part of this Annual Report. A Certificate from Auditors of your Company regardingcompliance of conditions of Corporate Governance as stipulated in Regulation 17(7) readwith Part A of Schedule II of the Listing Regulations is also enclosed along with theCorporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34 readwith Schedule V of the Listing Regulations forms part of this Annual Report.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act2013 (the Act?) with respect to Directors? Responsibility Statement it ishereby confirmed that:
i. in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
ii. 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 as at March 312022and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the Directors have prepared the annual accounts for the financialyear ended March 312022 on a going concern basis;
v. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Sanjeev Maheshwari the IndependentDirectors of the Company give his resignation from the position with effect fromSeptember 7 2021 due to the restricted overall mobility of human resources in Mumbai as aresult of impact of COVID 19 restriction and consequently requirement of him spending moretime on his core profession of CA practice
In order to fill vacancy created in Board by resignation of Mr. SanjeevMaheshwari Mr. Sunil Agrawal was appointed as Independent Director with effect from 14November 2021 to hold office for a term of 5 (five) consecutive years up to November 142026 in line with the provisions of Section 149 and other applicable provisions of theAct including the rules made thereunder and the erstwhile Listing Agreement. However dueto personal reason and other Occupancies. Mr. Sunil Agrawal the Independent Director ofthe Company gave his resignation from the position with effect from 21 February2022.
The Management then considered candidature of Mr. Amit Somani and hewas appointed as Independent Director with effect from 10 August 2022 to hold office fora term of 5 (five) consecutive years up to August 10 2027 in line with the provisions ofSection 149 and other applicable provisions of the Act including the rules madethereunder and the erstwhile Listing Agreement.
The Company has received declarations from all its IndependentDirectors confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Additional information on appointment/re-appointment of Directors asrequired under Regulation 36(3) of the Listing Regulations is given in the Noticeconvening the ensuing AGM.
In terms of Section 152 of the Act and Reg 17 (1C) of Sebi (LODR) Reg2015 Mr. Anil Biyani retire by rotation at the ensuing AGM and being eligible offershimself for re-appointment.
Additional information on appointment/re-appointment of Directors asrequired under Regulation 26(4) and 36 of the Listing Regulations is appended as onannexure to the notice convening the ensuing AGM.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION
The Company?s policy on Directors? appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosedin the Corporate Governance Report which forms part of this Annual Report. Theappointment of Director?s are made based on merit apart from compliance of legal andcontractual requirements that complements and expands the skills experience andexpertise of the Board as a whole taking into account knowledge professional experienceand qualifications gender age cultural and educational background and any otherfactors that the NRC might consider relevant for the Board to function effectively. Whileappointing any person as an Independent Director utmost care is to be taken as to theindependence of such person.
NUMBER OF BOARD MEETINGS
The Board met 5 (Five) times during the year under review. The detailsof Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Annual Report.
Pursuant to the provisions of the Act and Regulation 17(10) andRegulation 25(4) of the Listing Regulations the Board has carried out an annualevaluation of performance of its own the Committees thereof and the Directorsindividually. At the meeting of the Board all the relevant factors that are material forevaluating the performance of the Committees and of the Board were discussed in detail.
A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board except the IndependentDirector being evaluated.
The performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors.
Your Company had incorporated a Wholly owned Subsidiary CompanyMetawear Limited (Metawear) on 25th November 2021. The holding of the Companyin Metawear was subsequently reduced due to further issuance of shares to other partiesbut the said company continued to be subsidiary Company. However as part of strategicarrangement the control of the said company was held by the other shareholder and henceno consolidation was effected in books of the Company as subsidiary company and it wasconsolidated as associate company as per the opinion received by the Company in thisrespect and confirmed by the auditors as well. Further due to further investment by otherinvestors Metawear lost its status as subsidiary company of the Company with effect fromMay 20 2022.
COMMITTEES OF THE BOARD Audit Committee
During the year under review the Audit Committee of the Companycomprised of 2 (two) Independent Directors viz.Mr. Rahul Mehta as Chairman and Ms. BinduShah and 1 (one) Non_executive Director viz.Mr. Anil Biyani There are no instances wherethe Board did not accept the recommendations of the Audit Committee. The terms ofreference powers and roles of the Committee are disclosed in the Corporate GovernanceReport which forms part of this Annual Report. The Company Secretary act as a Secretaryof Audit Committee.
Details of other Committees of the Board along with their terms ofreference composition and meeting(s) held during the year are provided in the CorporateGovernance Report which forms part of this Annual Report.
AUDITORS AND AUDITORS? REPORT Statutory Auditors
Company at the 33rd (Thirty Third) AGM held on September 29 2020 for aterm of 5 (five) consecutive years and they hold office till the conclusion of 38th(Thirty-Eight) aGm.
The Report given by the Auditors on the financial statements of theCompany is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.
Statutory Auditors Observation in Corporate Governance Certificate
As per the SEBI Regulation 17(1)(b) where the chairperson of the boardof directors is a non-executive director at least one-third of the board of directorsshall comprise of independent directors and where the listed entity does not have aregular non-executive chairperson at least half of the board of directors shall compriseof independent directors. In the said company out of 3 Independent Directors oneIndependent Director Mr. Sunil Agrawal (DIN: 07066046) has resigned on 21st February2022thereby causing non-compliance of having of at least half of the board of directors to beindependent directors as the casual vacancy arising in the office of independentdirectors has not yet been filled.
Our Comments is as under:
The Company management was aware of the casual vacancy created byresignation of Independent Director Mr. Sunil Agrawal the management was in search of asuitable replacement who would have similar skill set and would be able to take upresponsibility as Independent Director as well as Audit Committee Chairman. This searchprocess took little more time and hence the composition of Board remain Non compliance fora period of 13 week. The Board?s pleased to inform that now with appointment of Mr.Amit Somani the composition of Board is full compliant with applicable ListingRegulation.
The Company has appointed M/s. HS Associates Company Secretaries toconduct Secretarial Audit of the Company for the financial year 2021-22 in terms ofprovisions of Section 204 of the Act. The Secretarial Audit Report for the year endedMarch 31 2022 is annexed to this report as Annexure B.
As per the requirement of Central Government pursuant to Section 148 ofthe Act read with the Companies (Cost Records and Audit) Rules 2014 as amended from timeto time your Company has been carrying out audit of cost records relating to Textileproducts every year.
The Board on the recommendation of Audit Committee has appointed Ms.Ketki D. Visariya Cost Accountant as Cost Auditor to audit the accounts of the Companyfor the financial year 202223. As required under the Act a resolution seekingratification of members for the payment of remuneration to Cost Auditor forms part of theNotice convening the AGM.
The Cost Audit report for the financial year 2020-21 was filed with theMinistry of Corporate Affairs.
REPORTING OF FRAUDS
During the year under review the Auditors have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the AuditCommittee under Section 143(12) of the Companies Act 2013.
POLICIES & DISCLOSURE REQUIREMENTS
Details of programme for familiarisation of Independent Directors withthe Company is available on the website of the Company at the following linkhttps://www.kfiindia.com/policies-and-codes/.
Policy on dealing with related party transactions is available on thewebsite of the Company at the following link https://www.kflindia.com/policies-and-codes/. Policy for determining Materiality of Events of the Company isavailable on the website of the Company at the following linkhttps://www.kfiindia.com/policies-and-codes/.
The code of conduct for Directors and senior management of the Companyis available on website of the Company at the following linkhttps://www.kfiindia.com/policies-and-codes/.
The Company has formulated and disseminated a Whistle Blower Policy toprovide vigil mechanism for employees and Directors of the Company to report genuineconcerns that could have serious impact on the operations and performance of the businessof the Company. This Policy is in compliance with the provisions of Section 177(9) of theAct and Regulation 4(2) (d)(iv) of the Listing Regulations. Policy on Whistle Blower isavailable on website of the Company at the following link https://www.kfiindia.com/policies- and-codes/.
CORPORATE SOCIAL RESPONSIBILITY
The company has constituted a Corporate Social Responsibility committee(CSR committee) in accordance with Section 135 of the Act. The Board of directors of thecompany has based on recommadation made by CSR committee formulated and approved CSRPolicy of the company and which has also been placed on website at a weblink:https://www.kfiindia.com/wp-content/ uploads/2019/01/CORPORATE-SOCIAL-RESPONSIBILITY.pdf
The disclosure including inter-alia the composition of CSR committeeand the brief outline of CSR Policy as per Rule 8 of Companies (Corporate SocialResponsibility policy) Rule 2014 is made in prescribed form which is annexed to thisreport as Annexure A.
During the year under review the Company has complied with SecretarialStandards on meetings of the Board ("SS-1") and on General Meetings("SS-2") issued by the Institute of Company Secretaries of India in terms ofSection 118(10) of the Act.
In terms of provisions of Section 134 and 92(3) of the Act an AnnualReturn in prescribed format is available on the Company?s website at the followinglink https:// www.kfiindia.com/annual-return/.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all transactions entered by the Companywith related parties as defined under the Act and Regulation 23 of the ListingRegulations were in the ordinary course of business and on an arm?s length basis.There were no materially significant transactions with the related parties during thefinancial year which were in confiict with the interest of the Company.
Disclosure of transactions with related parties as required under theIndian Accounting Standard (IND AS-24) has been made in the notes forming part of thefinancial statements. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to yourCompany.
MATERIAL CHANGES AND COMMITMENTS
Your directors further state that there were no material changes havebeen taken place other than as provided in this report that could have an impact on thefinancial position of the company from the date of closure of financial year under reviewtill the date of signing of this report.
The company has established a vigil mechanism to provide a framework topromote responsible and secure whistle blowing and to provide a channel to the employee(s)and director to report to the management concern about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policy/ies of the company asadopted /framed from time to time. The mechanism provide for adequate safeguard againstvictimization of employees and directors to avail of the mechanism and also provide fordirect access to the chairman of the audit committee in exceptional cases.
PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADEPURSUANT TO THE PROVISIONS OF SECTION 186 OF THE ACT
The Company has not granted any loans not provided any Guarantee andnot made any Investments which are covered under the provision of Section 186 of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulatorsor Courts or Tribunals during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Act read with Rule8(3) of Companies (Accounts) Rules 2014 is given as Annexure C. The Company beingfocusing in Indian market it has not taken any export initiative.
PARTICULARS OF EMPLOYEES
Disclosure as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014framed there under the names and other particulars of employees are provided underAnnexure D is annexed to this Report.
A statement containing the particulars as required under Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in this Annual Report.
In accordance with the provisions of the second proviso to Section136(1) of the Act the Annual Report excluding the aforesaid information is being sent tothe Members of the Company. The said information is available on the Company?swebsite www.kflindia. com.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The Company?s internal control systems are commensurate with thenature of its business and the size and complexity of its operations. These are routinelytested by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of the business including adherence to the Company?s policiesthe safeguarding 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.
The Audit Committee actively reviews the adequacy and effectiveness ofthe internal control systems and suggests improvements to strengthen the same. The Companyhas a robust Management Information System which is an integral part of the controlmechanism.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in Company?s premises through variousinterventions and practices. The Company always endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexualharassment at workplace. The policy aim at prevention of harassment of employees and laydown the guideline for identification reporting and prevention of sexual harassment. Thecompany has complied with the provision relating To Internal Complaint Committee (ICC).Further ICC is responsible for redressal of complaint related to sexual harassment andfollow the guideline as provided in the policy.
During the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") dividend if not claimed for a consecutive period of 7(Seven) years from the date of transfer to Unpaid Dividend Account of the Company areliable to be transferred to the IEPF.
The following table provides the due dates for the transfer ofoutstanding unpaid/unclaimed dividend by the Company as on March 312022:
During the year under review 1620 Equity shares and ' 59507/- asunclaimed dividend were transferred to IEPF.
EQUITY SHARES IN THE SUSPENSE ACCOUNT
During the year under review and in accordance with the requirement ofRegulation 34(3) and Part F of Schedule V to the Listing Regulations there were no sharestransferred to suspense account.
PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES
There were no penalties punishment or compounding of offences duringthe financial year ended March 312022.
The Board wishes to place on record their sincere appreciation to allthe bankers customers employees at all levels and stakeholders for the continued supportand patronage during the year under review.