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Kamdhenu Ltd.

BSE: 532741 Sector: Metals & Mining
NSE: KAMDHENU ISIN Code: INE390H01012
BSE 15:31 | 08 Feb 359.15 -8.10
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NSE 15:19 | 08 Feb 359.00 -9.30
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HIGH

373.70

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OPEN 368.20
PREVIOUS CLOSE 367.25
VOLUME 10342
52-Week high 442.15
52-Week low 130.15
P/E 27.06
Mkt Cap.(Rs cr) 968
Buy Price 0.00
Buy Qty 0.00
Sell Price 359.30
Sell Qty 100.00
OPEN 368.20
CLOSE 367.25
VOLUME 10342
52-Week high 442.15
52-Week low 130.15
P/E 27.06
Mkt Cap.(Rs cr) 968
Buy Price 0.00
Buy Qty 0.00
Sell Price 359.30
Sell Qty 100.00

Kamdhenu Ltd. (KAMDHENU) - Director Report

Company director report

<dhhead>Director’ sReport</dhhead>

Dear Member(s)

Your directors have immense pleasure in presenting the 28th(Twenty Eighth) Annual Report of Kamdhenu Limited (‘the Company’) along with theaudited Standalone & Consolidated Financial Statements and the Auditor’s Reportthereon for the financial year ended 31st March 2022 ('year underreview’).

1. FINANCIAL RESULTS

Your Company is engaged in the business of manufacturing and marketingof Steel and Paints and has earned a net profit of Rs.2631.89 Lakhs for the Financial Yearended 31st March 2022. The financial highlights of your Company for thefinancial year ended 31st March 2022 on a Standalone and Consolidated basisare as under

 

(Rs.in Lakh)

Particulars

Standalone

Consolidated

FY 2021-22

FY 2020-21

FY 2021-22

FY 2020-21

Revenue from Operations

84075.63

62522.13

84075.63

62522.13

Other Income

198.42

349.38

198.42

349.38

Total Revenue

84274.05

62871.51

84274.05

62871.51

Total Expenses

80186.29

59772.17

80186.97

59773.68

Profit before Exceptional Items and Tax

4087.76

3099.34

4087.08

3097.83

Exceptional Items

583.09

1003.37

583.09

1003.37

Profit/(Loss) before tax

3504.67

2095.97

3503.99

2094.46

Tax Expenses

872.78

586.86

872.79

586.84

Profit for the Year

2631.89

1509.11

2631.20

1507.62

Total Comprehensive Income for the Year

2551.32

1503.36

2550.63

1501.87

Paid up Capital (Rs.10 each fully paid-up)

2693.55

2693.55

2693.55

2693.55

Earnings per Share of face value of Rs.10 Each
Basic (In ')

9.77

5.62

9.77

5.62

Diluted (In ')

9.77

5.62

9.77

5.62

 

2. BUSINESS REVIEW

Inspite of the challenges faced by the Company during Q1 of FY 2021-22due to various restrictions imposed by the Government our company has ramp up itsproduction and delivered strong performance in both Paint and Steel business from Q2 of FY2021-22 with diagonal vertical spike in demand and favorable macroeconomic scenarioleading to pick up in economic activities. The demand in paint products was driven by pentup demand and festive season across the country and steel demand was on account of thespeed up of construction and infrastructure activities. The Company’s both Segmentsi.e Steel and Paints are equally important to the Company. The Company’s SteelBusiness has been a pioneer in the revolutionary concept of Franchisee Model and haveattained success in the middle tier steel segment on a regional front andthe Paintbusiness has already started bearing fruits and to share wealth of such fruits with theshareholders of the Company the management has decided to hive off the Paint business ofthe Company so as to create a fresh orbit for the Paint division of the Company bytransferring the Paint Business to one of the step down Wholly Owned Subsidiary Companyi.e. Kamdhenu Color & Coatings Limited and in consideration to that Kamdhenu VenturesLimited will issue equity shares to the shareholders of Kamdhenu Limited on mirrorshareholding basis and will be listed on the Stock Exchanges i.e NSE and BSE.

The Management of the Company has left no stone unturned for theexpansion of the both the businesses i.e Steel and Paints business of the Company. Whileoperational robustness was visible in the Company’s peformance in FY 2022 yourCompany has alsodemonstrated its endeavor to provide a segment wise report on each of theSteel and Paint business of the Company as compared with the previous year are depictedas under:

STEEL DIVISION

In the Steel division the production was over 25.53 Lakhs metric tonsas on 31st March 2022 as compared to the 23.91 Lakhs metric tons includingthe franchisee route which marked a growth of approx. 7% YoY. The Royalty income from thefranchisee stands up to Rs.9159 Lakhs being 7% higher as compared with the previous yearwhich stoods at Rs.8533 Lakhs.

The Company’s total revenue from Steel Division stood at Rs.59931Lakhs which being higher by 41.6 % on YoY basis.

The in house production capacity of Company is 120000 MTpa andcapacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 38 LakhMetric ton and for Structural Steels (Channels Angles Beams & Flats) stoods at 5Lakh Metric ton and 2.5 Lakh Metric ton for Color Coateds sheets.

PAINT DIVISION

While having a steady growth in the Paint business the Company expectsto have trajectory growth in near future on account of rise in real estate buying revivalin housing demand and changed consumer behavior with focus on enhancing and beautifyingtheir personal spaces and homes.

The Company volumes for producing paints stoods to 30358 KL includingfrom own manufacturing units and outsourcing through contract manufacturing which hasbeen slightly increased as compared with the production done in the previous year whichwas 30319 KL.

The Company’s total revenue from Paint Division stood at Rs.24145Lakhs for producing 30358 KL which being higher by 19.50% on YoY basis.

3. STATE OF COMPANY'S AFFAIRS & PERFORMANCE.

Your Company has posted a net profit of Rs.2631.89 Lakhs on standalonebasis for the Financial Year ended 31st March 2022. During the year underreview on consolidated basis the revenue of the Company for the FY 2022 stood atRs.84075.63 Lakhs which is higher over the previous year revenue of Rs.62522.13 Lakhs.The consolidated Profit after Tax (PAT) attributable tothe shareholders of the Company forthe FY 2022 stood at Rs.2631.20 Lakhs as compared with the previous FY 2021 which wasRs.1507.62 Lakhs.

On Standalone basis the revenue of the Company for the FY 2022 stoodat Rs.84075.63 Lakhs which is higher over the previous year’ srevenue ofRs.62522.13 Lakhs. The Profit after Tax (PAT) attributable to the shareholders of theCompany for the FY 2022 stood at Rs.2631.89 Lakhs as compared with the previous FY 2021which was Rs.1509.1 1 Lakhs.

The Net worth of your Company on the standalone basis grew by 12percent to Rs.21813.53 Lakhs as against Rs.19477.69 Lakhs as of 31st March2021 and on the Consolidated basis the same also grew by 12 percent to Rs.21810.40 Lakhsas against Rs.19475.24 Lakhs as of 31st March 2021.

A consolidated Performance and Financial Highlights of the SubsidiaryCompanies i.e Kamdhenu Ventures Limited Kamdhenu Color and Coatings Limited were dulymentioned in the Consolidated Financial Statement which forms a part of this report.

4. DIVIDEND

The Board of Directors of the Company had pursuant to Regulation 43A ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 has approved aDividend Distribution Policy on 21st June 2021. The Policy is available on theCompany’s website: https://www.kamdhenulimited.com/Financial-ResultsZDividend_Distribution_Policy.pdf Keeping in line with the said policy the Boardof Directors are pleased to recommend a final dividend of Rs.1 (Rupee One only) per equityshare of Fave Value of Rs.10/- each fully paid up for the Financial Year ended 31st March2022 subject to the approval of the Members at the ensuing 28th Annual GeneralMeeting ("AGM"). The total outflow on account of equity dividend will beRs.269.35 Lakhs.

Further in terms of the provisions of Section 124 of the CompaniesAct 2013 (‘Act') the amount of dividend transferred to the Unpaid Dividend Accountof a Company which remains unclaimed / un-paid for a period of seven years from the dateof such transfer shall be transferred statutorily along with interest accrued if anythereon to the Investor Education and Protection Fund (‘IEPF') administered by theCentral Government. To ensure maximum disbursement ofunclaimed dividend the Company sendsreminders to the concerned investors at appropriate intervals. Further according to theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (the "IEPFRules") the shares in respect of which dividends are unclaimed/ un-paid by themembers for seven consecutive years or more are also required to be transferred to thedemat account created by the IEPF Authority.

In compliance with the provision of Section 124 of the Act and IEPFRules the Company during the financial year under review has transferred 25999 equityshares to the demat account of the IEPF Authority. The details of such shares areavailable on the website of the Company at https://www.kamdhenulimited.com/Financial-Results/Unpaid_Dividend_from_FY_2014_15_ to_FY_2019_20 (upto31 stMarch2021).pdfShareholders are requested to check the list uploaded on the website of the Company forthe amount of dividend which remain unpaid and if any dividend are due to them remainsunpaid in terms of said lists they can approach the Company/ Registrar and Share TransferAgent of the Company i.e. Kfin Technologies Limited (erstwhile KFin Technologies PrivateLimited) for release of their unpaid dividend.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings which form a part underthe head Other Equity in the Financial Statement of the Company for the FY 2022 after allappropriations and adjustments was Rs.19116.85 Lakhs on Consolidated basis andRs.19119.98 Lakhs on Standalone basis.

6. SCHEME OF ARRANGEMENT

The Company had filed 1st motion application of Scheme ofArrangement ("SOA") with Hon’ble National Company Law Tribunal ChandigarhBench ("NCLT") on 15th March 2021 and order on the such petition waspronounced by the NCLT on 4th August 2021.

As per the directions received by the NCLT vide its order dated 4thAugust 2021 the Company has convened the separate meetings of equity shareholderssecured and un-secured creditors of the Company on 25th September 2021 at10:00 A.M. 01:00 PM. and 03:00 PM. respectively under the supervision of Hon’bleNCLT the said Scheme of Arrangement was approved with requisite majority of the equityshareholders andun-secured creditors respectively and unanimously by Secured Creditorsof the Company. Post approval the Company has filed the 2nd motion petition on5th October 2021 with the NCLT and the order for the same was received on 16thDecember 2021 stating the next date of hearing of the petition has been fixed by theHon’ble NCLT Chandigarh Bench in the matter of Scheme of arrangement as 22ndMarch 2022.

The Company has received letters dated 21st March 2022 fromthe Regional Director Norther Region and Official Liquidator stating that they haveexamined the application for the Scheme of Arrangement of the Company and found the samesatisfactory. The NCLT on 22nd March 2022 has adjourned the matter andprovided the next date of hearing i.e. 22nd April 2022 for the finalconsideration and approval of the Scheme of Arrangement of the Company.

On 22nd April 2022 the Hon’ble National Company LawTribunal Chandigarh Bench has reserved the order on the approval of Scheme ofArrangements after consideration of the facts pleadings and submissions and the orderwas awaited as on date of this report.

7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in theDirector’ sReport including Annexures thereof there are no material changes andcommitments affecting the financial position of the Company which occurred between theend of the financial year of the Company i.e. 31 st March 2022 to which thisfinancial statement relates and till date of this Report.

8. SHARE CAPITAL

Pursuant to the Scheme of Arrangement and in terms of the provisions ofSection 61 and 64 of the Act the members of the Company in their Extra-Ordinary GeneralMeeting held on 10th March 2022 has increased the Authorized Share Capital ofthe Company from Rs.300000000/- (Rupees Thirty Crores only) divided into 30000000(Three Crores) Equity Shares of Rs.10/- each to Rs.415000000/- (Rupees Forty One CroresFifty Lakhs only) constituting Rs.300000000/- (Rupees Thirty Crores only) Equity ShareCapital divided into 30000000 (Three Crores) Equity Shares of Rs.10/- each andRs.115000000 Preference Share Capital divided into 11500000 (One Crore FifteenLakhs) Preference Shares of Rs.10/- each. Accordingly the Capital Clause of Memorandum ofAssociation of the Company was suitably altered.

Further during the year under review there was no change in the paidup equity share capital of the Company. Also the Company has not issued any shares withdifferential voting rights nor granted any stock options or sweat equity.

9. PUBLIC DEPOSITS

During the year under review your company has not invited or acceptedany public deposits within the meaning of Section 73 of the Companies Act 2013 read withrules framed thereunder.

10. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS

Full particulars of the loans given guarantees extended or securitiesprovided and the investments made by the Company if any in various bodies corporate interms of the provisions of Section 186 of the Companies Act 2013 and the rules framedthereunder have been adequately described in the notes to Financial Statements. The sameare in consonance the provisions of the aforesaid section.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors upon the recommendation of Nomination &Remuneration Committee in terms of Nomination and Remuneration Policy in their meetingheld on 30th May 2022 has approved the re-appointment of Shri Satish KumarAgarwal as Chairman & Managing Director Shri Sunil Kumar Agarwal and Shri SachinAgarwal as Whole-time Directors of the Company for the further period of three yearseffective from the next day of the current expiry of their tenure i.e. 1stApril 2023 and which would be upto 31st March 2026 subject to the approvalof Shareholders of the Company at the ensuing Annual General Meeting. Accordingly thematter for their re-appointment for a further period of 3 years have accordingly beenincluded in the notice convening the 28th Annual General Meeting of the Companyfor the FY 2021-22 for the approval of the members of the Company and necessaryexplanation and details have been mentioned in the explanatory statement to the Notice.

In accordance with the provision of Section 152 of the Companies Act2013 and Article 103 of the Articles of Association of the Company Shri Satish KumarAgarwal (DIN: 00005981) would be retiring as a director by rotation and being eligible forre-appointment has offered himself for re-appointment. His reappointment as a rotationaldirector shall be deemed to be continuance of his term as Chairman & ManagingDirector without any break.

Shri Madhusudan Agarwal who was appointed as Independent Director ofthe Company for a term of two consecutive years commencing from 22nd May 2021and till 21st May 2023 by the shareholders of the Company at their 27thAnnual General Meeting held on 27th day of September 2021. As per theRegulation 25 (2A) of SEBI Listing Regulations read with SEBI (Listing Obligations andDisclosure Requirements) (Third Amendment) Regulations 2021 the re-appointment ofIndependent Director shall be subject to the approval of Shareholders by way of SpecialResolution. As the Shri Madhusudan Agarwal is a person of high integrity expertise andexperience and he effectively participate in all the board matters and based on thevaluable contribution made by him from time to time during his current tenure. Yourdirectors feel that it is imperative that the said Independent Director be reappointedfor the second consecutive term of 5 (five) years which would be effective from the nextday of his expiry of his current tenure i.e. w.e.f 22nd May 2023 and uptill 21stMay 2028 subject to the approval of members by way of Special Resolution at the ensuing28th Annual General Meeting. The neccessary resolution for his re-appoinmentforms a part of the Notice of this 28th AGM.

It would be pertinent to mention here that the Nomination andRemuneration Committee has evaluated the performance of each Individual Director seekingappointment/re-appointment in the ensuing Annual General Meeting including fulfillment oftheir Independence criteria as prescribed under SEBI Listing Regulations and that nodirector is debarred from holding the office of Director by virtue of order of SEBI or anyother authority. The Nomination and Remuneration Committee after evaluating theperformance of each director placed before the board a report on performance evaluationof the Directors for review.

Shri Saurabh Agarwal Whole-time Director of the Company has beenre-designated as Non-Executive& Non-Independent Director liable to retire by rotationwith effect from 1st June 2022.

Smt. Nishal Jain Independent Woman Director of the Company hasresigned from the office of Director w.e.f 31st May 2022 due to personalreasons and other professional commitments/ engagements as mentioned in her resignationletter dated 30th May 2022.

Smt. Pravin Tripathi was appointed as Additional Director in categoryof Independent Woman Director in terms of the provisions of Companies Act 2013 and SEBIListing Regulation w.e.f 30th May 2022 by the Board of Directors in theirmeeting held on said date subject to the approval of shareholders in the ensuing AnnualGeneral Meeting. A brief profile and other details as per the SEBI Listing Regulations andSecretarial Standards are given in the explanatory statement accompanying Notice to the 28thAGM which forms a part of this report.

Accordingly a resolution to that effect i.e to redesignate ShriSaurabh Agarwal as Non-Executive & Non-Independent Director and for appointment ofSmt. Pravin Tripathi as Non-Executive Independent Woman Director of the Company has beenset out in the Notice of the 28th Annual General Meeting for the approval bythe Shareholders of the Company.

The detailed profile along with the other details as mandate by theSEBI Listing Regulations for the Directors seeking appointment/re-appointment are given inthe explanatory statement accompanying notice to the AGM and additionally in the CorporateGovernance Report forming part of this Annual Report. Further with respect to the aboveappointment/ re-appointment of the Directors the Company has received a;

a) Individual notice(s) under section 160 of the Companies Act 2013from themselves for appointment of Shri Madhusudan Agarwal and Smt. Pravin Tripathi asIndependent Director(s) and for appointment of Shri Satish Kumar Agarwal Shri Sunil KumarAgarwal and Shri Sachin Agarwal as Managing/Whole-Time Director proposing candidature forappointment/re-appointment for the office of Director of the Company;

b) Consent to act as director of the Company in the Stipulated formDIR-2;

c) Disclosure in terms of Section 164 of the Companies Act 2013 inform DIR-8 stating that they are not disqualified for holding office of Director in theCompany;

d) Declaration from Shri Madhusudan Agarwal and Smt. Pravin Tripathithat they fulfil and continue to fulfils the criteria of Independence as stated underCompanies Act 2013 and SEBI Listing Regulations.

During the year under review Shri Ashish Kapil Company Secretary andCompliance Officer of the Company has resigned from Company with effect from 4thApril 2021 and Shri Khem Chand was appointed as the Company Secretary and ComplianceOfficer (Key Managerial Personnel) of the Company with effect from 9th August2021. He has also been designated as Nodal officer of the Company with effect from thesaid date under IEPF rules.

Shri Ramesh Chandra Jain (DIN: 00089854) was re-appointed asIndependent Director of the Company for a second terms of 2 consecutive years w.e.f 2ndMay 2021 by the Shareholders of the Company at the 27th AGM of the Companyheld on 27th day of September 2021 by way of Special Resolution.

Due to sudden and unexpected demise the office of Shri Mahendra KumarDoogar (DIN: 0031904) as Independent Director of the Company has been vacated with effectfrom 4th May 2021.

All the Independent Directors have given their declaration confirmingthat they meet the criteria of independence as prescribed Regulation 16(1)(b) of SEBIListing Regulations and Section 149(6) of the Companies Act 2013 read with Rule 6 ofCompanies (Appointment and Qualification of Directors) Rules 2014 and the same has beennoted by the Board of Directors and in compliance with the Circulars dated 20thJune 2018 issued NSE and BSE the Company has also received a declaration from all thedirectors that they are not debarred from holding the office of Director by virtue of anySEBI order or by any other such statutory authority.

Presently in terms of the provisions of Section 203 of the Act theKey Managerial Personnel of the Company are Shri Satish Kumar Agarwal Chairman andManaging Director Shri Sunil Kumar Agarwal and Shri Sachin Agarwal Whole Time Directorsof the Company Shri Harish Kumar Agarwal Chief Financial Officer and Shri Khem ChandCompany Secretary and Compliance Officer of the Company.

12. COMPANY'S POLICY ON APPOINTMENT ANDREMUNERATION OF DIRECTORS

Based on the recommendations of the Nomination & RemunerationCommittee (NRC) the Board has approved the Nomination & Remuneration Policy forDirectors Key Managerial Personnel (‘KMPs') and Senior Management Personnel of theCompany. As part of the policy the Company strives to ensure that the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors of the quality required to run the Company successfully and also therelationship between remuneration and performance is clear and meets appropriateperformance benchmarks. The Company’s Policy for the appointment of Directors andKMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on theCompany’s website at the web-link https://www.kamdhenulimited.com/Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf

Furthermore if a person is sought to be appointed as an independentdirector the policy seeks to ensure that the proposed appointee fulfills the criteria forindependence as laid down under the Act and the SEBI Listing Regulations.

Remuneration (including sitting fees) for directors includingIndependent Directors KMPs and senior management personnel are drawn up in consonancewith the tenets as laid down in the Nomination & Remuneration Policy which seeks toensure that it is commensurate with the nature and size of the business and operations ofthe Company the concerned individuals are remunerated (including sittings fees) in amanner which seeks to ensure that depending upon the nature quantum importance andintricacies of the responsibilities and functions being discharged as also the standardsprevailing in the industry and those chosen for such offices are people with the best ofknowledge of talent and rich in experience.

In remunerating the Directors (in the case of executive directors)KMPs and Senior Management Personnel meticulous planning and hard work goes into whiledrawing up the remuneration packages and it was ensured that the adequate compensationhas been paid to the persons chosen in line with the market standards and prevailingeconomic scenario and does not lead to any unfairness or imbalances in the overallremuneration structure of the Company across different hierarchical levels.

13. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review 4 (Four) meetings of the Board ofDirectors of the Company were held. The details as to the dates of such meetings and theattendance of various directors of the Company thereat have been provided separately inthe Corporate Governance Report forming the part of this Annual Report.

Additionally a meeting of the Independent Directors of the Company washeld on 19th January 2022 with the participation of all Independent Directorsof the Company at the meeting.

14. CORPORATE GOVERNANCE

The Company since inception endeavors to follow corporate governanceguidelines and best practices sincerely and disclose the same transparently. The Board isconscious of its inherent responsibility to disclose timely and accurate information onthe Company’s operations performance material corporate events as well as onleadership and governance matters relating to the Company.

Pursuant to the applicable regulation of SEBI Listing Regulations readwith Schedule V thereto a detailed report on Corporate Governance is included in thisAnnual Report. A Certificate certifying the Company’s compliance with therequirements of Regulations as set out in the SEBI Listing Regulations taken from M/s.Chandrasekaran Associates Practicing Company Secretaries is attached to the report onCorporate Governance.

15. BUSINESS RESPONSIBILITY & SUSTAINABILITYREPORT

The Company’s management is always committed for pursuing theirboth the businesses i.e. Steel and Paint Business in an ethical and transparent mannerandCompany believes in demonstrating responsible behavior while adding value to the societyand the community as well as ensuring environmental wellbeing from a long-termperspective.

In Compliance of Regulation 34(2)(f) of the SEBI Listing Regulationsthe Business Responsibility Report (BRR) of the Company describing the initiatives takenby the Company from Environmental Social and Governance perspective is being presented tothe stakeholders and forms part of this Annual Report.

16. MANAGEMENT DISCUSSION & ANALYSIS (MDA)

In terms of the provisions of Regulation 34(2)(e) of the SEBI ListingRegulations the Management's Discussion and Analysis Report covering the performance andoutlook of the Company is presented in a separate section forming part of this AnnualReport.

17. DETAILS OF ESTABLISHMENT OF THE VIGILMECHANISM/WHISTLE BLOWER POLICY

In line with the requirements under Section 177(9) & (10) of theAct and Regulation 22 of the SEBI Listing Regulations the Company has in place a Vigil(Whistle Blower) Mechanism and formulated a Policy in order to provide a formal channelfor all its Directors employees and other stakeholders including customers to approachthe Chairman of the Audit Committee and a path for making protected disclosures about theunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. Your Company hereby affirms that no person is denied access to the Chairman ofthe Audit Committee.

The Whistle-blower Policies and Company's Code of Conduct encourage topromptly report any actual or possible violation of any event that he or she becomes awareof that could affect the business or reputation of the Company. This policy also includes'reporting of incidents of leak or suspected leak of Unpublished Price SensitiveInformation ('UPSI')Rs.as required in terms of the provisions of the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended.

The Company affirms that no complaint has been received through thesaid mechanism which pertain to the nature of complaints sought to be addressed throughthis platform.

The Whistle Blower Policy is available on the website of the Companywww.kamdhenu.com at the link https:// www.kamdhenulimited.com/Financial-Results/Whistle-Blower-Policy_Kamdhenu.pdf

18. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations asamended upto date and in compliance of recent amendment as notified by SEBI vide SEBI(Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations 2021 theBoard of Directors of the Company at their meeting held on 21st June 2021 hasconstituted a Risk Management Committee inter-alia to oversee implementation of the RiskManagement Policy in force in the Company and monitor and evaluate risks prepare themitigation plan on the basis of appropriate methodology processes and systems.

The Risk Management Policy has been drawn up based on a detailedassessment of the internal and external risk specifically faced by the Company inparticular including financial operational sectoral sustainability (particularly ESGrelated risks) information cyber security risks risks associated with the Steel andPaint business of the Company and also the risks which could emanate from un-anticipatedand unprecedented situations like for example the recent outbreak of Corona Pandemic andhow to deal with the such risks. The Risk Management Policy also covers the risks relatedto the Company assets and property the risks which the employees of the Company may getexposed to the risks arising out of non -compliance if any with the provisions of andrequirements laid down under various applicable statutes Foreign Exchange related risksrisks which could emanate from business competition contractual risks etc.

The policy has been uploaded on the website of the Company and can beaccessed at the web link https:// www.kamdhenulimited.com/Financial-Results/Risk_Management_Policy.pdf

19. INTERNAL FINANCIAL CONTROLS SYSTEMS &THEIR ADEQUACY

As per Section 134(5)(e) of the Act the Directors have an overallresponsibility for ensuring that the Company has implemented a robust system and frameworkofinternal financial controls. The Company’s internal financial control systems arecommensurate with its with size scale complexity of its operations and nature of itsoperations and such internal financial controls are adequate and are operatingeffectively. The internal control framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws safeguarding assets from unauthorized useexecuting transactions with proper authorization and ensuring compliance with corporatepolicies and prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures.The Company’s framework also includes entity-level policies processes controls ITgeneral controls and Standard Operating Procedures (SOPs). The entity-level policiesinclude code of conduct conflict of interest confidentiality and whistle blower policyand other policies such as organization structure insider trading policy HR policy ITsecurity policy.

These internal controls are on yearly basis reviewed by Auditors andthe Audit Committee of the Company. The Company has carried out evaluation of design andeffectiveness of these controls and has noted no significant material weaknesses ordeficiencies was found that can impact financial reports.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review no significant and material orders havebeen passed by the regulators or courts or tribunals impacting the going concern statusand Company’s operations in the future. The National Faceless Assessment CentreDelhi has completed the Income tax Assessment for the AY 2018-19 on 24thSeptember 2021 under Section 143(3) Read with Section 144B of the Income Tax Act 1961and in terms of the said assessment a demand notice by the Income Tax department underSection 156 of the Act was issued for an amount of Rs.70983037/-. However the Companyhas made an appeal to the said demand notice before the Commissioner of Income Tax(Appeal) on 24th October 2021 which is under process.

21. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a)of the Companies Act 2013 the Copy of Annual Return in Form MGT-7 as on 31stMarch 2022 is placed on the website of the Company athttps://www.kamdhenulimited.com/annual-return.php

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors tothe effect that

(a) they fulfill the criteria for independence as laid down underSection 149(6) of the Act and the rules framed thereunder read with Regulation 16(1)(b)of the SEBI Listing Regulations as amended upto date ("Listing Regulations")

(b) that they have got themselves registered in the data bank forIndependent Directors being maintained by the Indian Institute of Corporate Affairs(IICA) of the Ministry of Corporate Affairs Government of India and their names areincluded in the data bank maintained by IICA

(c) they are not aware of any circumstance or situation existing oranticipated which may impact or impair their ability to discharge duties.

(d) that they have complied with the Code for Independent Directorprescribed in Schedule IV to the Act which forms a part of the Company’s Code ofConduct for Directors and Senior Management Personnel to which as well they affirm theircompliance.

In opinion of the Board there has been no change in the circumstanceswhich may affect their status as Independent Directors of the Company and the Board issatisfied of the integrity expertise and experience (including the proficiency) of allthe Independent Directors on the Board.

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENTDIRECTORS

With an aim to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly afamiliarization program has been designed for the Independent Directors. Pursuant toRegulation 25(7) of SEBI Listing Regulation the Company makes detailed presentations tothe Board including Independent Directors on the Company’s operation and businessplans the nature of industry in which Companyoperates and model of respectivebusinesses major risks involved and risk management strategy of the Company. The Companyalso organized visits to plant and other necessary locations from time to time to enableIndependent Directors to understand the business of the Company in a better way.

The Independent Directors are made aware with their duties roleresponsibilities and liabilities at the time of their appointment/reappointment through aformal letter of appointment which stipulates various terms and conditions of theirengagement apart from clarifying their roles and responsibilities.

Further in line with the policy of the Company as framed in thisregard and in compliance with the requirements of the SEBI Listing Regulations afamiliarization exercise for Independent Directors of the Company was carried out on 19thJanuary 2022 wherein all the Independent Director have participated aptly. The detailsof Familiarization program imparted to the Independent Directors are available on thewebsite of the Company and can be viewed at the web link:https://www.kamdhenulimited.com/Financial-Results/Familarisation-Programme-for-Independent-Directors_ Kamdhenu.pdf

24. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS ITS COMMITTEE ANDINDIVIDUAL DIRECTORS.

In compliance with the requirement of the Companies Act 2013 and theSEBI Listing Regulations as amended from time to time the Board of Directors on annualbasis evaluates the functioning of the Board its Committees Chairman and of theIndividual Directors The Board as a whole and the committee thereof were being evaluatedon various parameters including but not limited to their compositions experiencequalifications diversity roles and responsibility of each and every directors towardsStakeholders strategic participation governance compliances culture and dynamics andquality of relationship between Board Members and the Management.

The Individual Directors including the Chairman and IndependentDirectors are also evaluated on the basis of their qualifications experience knowledgeand their competency and while evaluating the performance of each and every Directorindividually the Board also give utmost check to their ability to work asteam commitmenttowards the functions assigned contribution and availability at Board Meeting and otherbusiness matters etc.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5th January2017 & by ICSI. The Chairman of the Company had one-to-one meeting with theIndependent Directors and the Chairman of Nomination & Remuneration Committee hadone-to-one meeting with the Executive and NonExecutive Directors. These meetings wereintended to seek inputs from all the directors on functioning/ effectiveness of the Board/ Committee compositions and structure effectiveness of Board/Committee processesinformation and functioning etc and to provide feedback individually.

In a separate meeting of the Independent Directors the performance ofthe Non-Independent Directors the Board as a whole and Chairman of the Company wereevaluated taking into account the views of other Directors.

The Nomination and Remuneration Committee reviewed the performance ofthe individual directors and the Board as a whole. In the Board meeting that followed themeeting of the Independent Directors and the meeting of the NRC the performance of theBoard its Committees and individual directors were discussed.

The review concluded by affirming that the Board as a whole theCommittee(s) Chairman and the individual Director continued to display a commitment togood governance by ensuring a constant improvement of processes and procedures andcontributed their best in the overall growth of the organization.

25. STATUTORY AUDITORS & THEIR REPORT

M/s B S D & Co. Chartered Accountants (Registration no.: 000312S)Auditors of the Company having in compliance with the provisions of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 beenappointed as the Statutory Auditors of the Company by the Shareholders of the Company attheir Annual General Meeting held on 29th September 2017 for a period of 5consecutive years so as to hold office as such from the conclusion of the 23rdAnnual General Meeting till the conclusion of the 28th Annual General Meetingcontinue as the

Auditors of the Company for the FY 2021-2022. The current tenure of M/sB S D & Co. Chartered Accountants will expire at the conclusion of the ensuing 28thAnnual General Meeting. It would be pertinent to mention here that the M/s B S D & Co.Chartered Accountants has showed their unwillingness for being appointed as StatutoryAuditor for the second consecutive term of 5 years. Accordingly the Company hasapproached M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm RegistrationNo.000756N) for their appointment as Statutory Auditors of the Company for a period of 5(Five) years for the FY 2022-23 to 2026-27 so as to hold office from the conclusion ofthis 28th AGM till the conclusion of 33rd AGM of the Company. M/sS.S. Kothari Mehta & Co. Chartered Accountants have submitted their consent forappointment and also a requisite certificate pursuant to the provisions of Section 139& 141 of the Companies Act 2013 confirming eligibility & satisfaction ofcriteria for their appointment as Statutory Auditors of the Company. Upon therecommendation of Audit Committee the Board recommends the appointment of M/s S.S.Kothari Mehta & Co. Chartered Accountants at the ensuing 28th AnnualGeneral Meeting for the approval of the Members of the Company. The necessary resolutionseeking the approval for their appointment as the Statutory Auditors has duly beenincluded in the notice of the ensuing 28th Annual General Meeting along withbrief credentials and other necessary disclosures required under the Act and theRegulations.

The report of the M/s B S D & Co. Chartered Accountants(Registration no.: 000312S) Statutory Auditors on Standalone & Consolidated FinancialStatements for the FY 2021-22 forms part of the Annual Report which are self-explanatoryand do not call for any further comment and the said report does not contain anyqualification reservation disclaimer or adverse remark and they has not reported anyincident of fraud pursuant to the provision of Section 143(12) of the Act accordingly nosuch details are required to be reported under Section 134(3)(ca) of the Act.

26. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and rules madethereunder the Board of Directors and Regulation 24A of SEBI Listing RegulationstheCompany had appointed M/s Chandrasekaran Associates Company Secretaries as theSecretarial Auditors of the Company to undertake its Secretarial Audit for the financialyear ended 31st March 2022.

The Secretarial Audit Report for the financial year ended 31 stMarch 2022 is annexed to this Annual Report as Annexure-A and does not contain anyqualification reservation disclaimer or adverse remark.

27. COST AUDITORS AND THEIR REPORT

In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain cost records and have the audit of its cost records conducted by aCost Accountant for its steel division. Cost records are prepared and maintained by theCompany for its steel division as required under Section 148(1) of the Act.

The Board of Directors based on the recommendation of the AuditCommittee has appointed M/s K. G. Goel & Associates Cost Accountant as Cost Auditorsfor the FY 2022-23 on a remuneration as mentioned in the notice of 28th AGM.

A Certificate from M/s K. G. Goel & Associates Cost Accountantshas been received to the effect that their appointment as Cost Auditor of the Company ifmade would be in accordance with the limits specified under Section 141 of the Act andRules framed thereunder. The Cost Audit Report for FY 2021-22 does not contain anyqualification reservation disclaimer or adverse remark. A resolution seekingMember’s ratification for the remuneration payable to the Cost Auditor forms part ofthe Notice of 28th AGM and the same is recommended for your consideration andratification. During the year under review the Cost Auditors did not report any matterunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.

28. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report the Board of Directors has constituted 7 (Seven)committees namely

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management Committee

• Preferential Allotment Committee

Details of composition of the Committees and the number of meetingsheld and attendance of various members at such meetings are provided in the CorporateGovernance Report which forms part of this Report.

29. AUDIT COMMITTEE

As at 31st March 2022 the Audit Committee comprised of fourmembers out of which three are Independent Directors and one is Executive Director. ShriMadhusudan Agarwal Independent Director is Chairman of the Committee and Shri RameshChand Surana and Shri Ramesh Chandra Jain Independent Directors and Shri Sunil KumarAgarwal Whole-time Director are the other members of the Committee. All therecommendations made by the Audit Committee as to various matters during the year underreview were accepted by the Board. A detailed description of the Audit Committee and itsscope of responsibility and powers and the number of Audit Committee meetings held duringthe year under review is set out in the Corporate Governance Report which forms a partof this Annual Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The objective of the Company’s Corporate Social Responsibilityinitiatives is to improve the quality of life of communities through long-term valuecreation for all stakeholders and society at large. Towards fulfilling its moralresponsibility for the welfare and wellbeing of Society and in compliance with therequirements of the Companies Act 2013 the Company has in place a well-defined and wellstructured Corporate Social Responsibility Policy (CSR Policy) as drawn up by theCorporate Social Responsibility Committee ("CSR Committee") and approved by theBoard. The said Policy on Corporate Social Responsibility has been hosted on the websiteof the Company at https:// www.kamdhenulimited.com/Financial-Results/CORPORATE-SOCIAL-RESPONSIBIUTY-POUCY.PDF Presently the CSR Committee of the Companyconsists of three directors namely Shri Satish Kumar Agarwal Chairman and ManagingDirector as Chairman of the Committee and Shri Sunil Kumar Agarwal Whole-time

Director and Smt. Pravin Tripathi Independent Director as othermembers of the CSR Committee. Further after the closure of the financial year Smt NishalJain has resigned from the Directorship of the Company and consequent upon herresignation ceased to be the member of the CSR Committee w.e.f 31st May 2022and Smt. Pravin Tripathi was inducted as Independent Director on the Board of the Companyand also appointed as member of the CSR Committee w.e.f 30th May 2022.

The Committee has been formed with the objective of implementing andmonitoring the CSR Policy of the Company under the control and supervision of the Board ofDirectors. The Company has launched a new drive with the name and style "GreenIndia" where in more than 12000 dealers and distributors are motivated to plant atleast 5 saplings each year and nurture them to complete growth. In addition to the aboveinitiative taken by the Company the other CSR programs were primarily implemented throughKamdhenu Jeevandhara Foundation which mainly focus on the providing the basic educationto unprivileged children and to organize camps motivational programs special skills forthe differently abled person across the country in association with other socialorganizations. During the year under review the Company was required to spendRs.3679707/- on CSR activities for the FY 2021-22 out of which Rs.250000/- was spenton activities as specified in clause III of Schedule VII i.e. by making contributiontowards old age home and a rescue center set up by Earth Saviour Foundation (NGO) and forthe remaining amount which was Rs.3429707/- transferred to unspent CSR account whichshall be utilized on the on-going CSR project of the Company i.e. setting up Educationaland Medical facilities at Bhiwadi Rajasthan which could provide the benefit to thesociety at large. It may be noted that for setting up an on-going project at BhiwadiRajasthan the Company has made an application for allocation of land to Rajasthan StateIndustrial Development and Investment Corporation Limited (RIICO) at concessional ratewhich later on was rejected by the RIICO. Accordingly the Company has made a revisedapplication for allocation of land on reserved price which at present is underexamination. As the Company since its inception committed towards fulfilling its socialand environmental responsibility the said unspent CSR amount which was transferred intoUnspent CSR Account will be fully utilized upon the allocation of land by RIICO.

The Annual Report on CSR activities in terms of Section 135 of theCompanies Act 2013 ('the Act’) and the Rules framed thereunder is annexed as anAnnexure-B to this report

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review the Company has complied with allapplicable Secretarial Standards as stipulated by the Institute of Company Secretaries ofIndia and notified by Ministry of Corporate Affairs (MCA).

32. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National StockExchange Limited. The Annual Listing fee payable to the said stock exchanges for the FY2021-2022 has been duly paid.

33. INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m)of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed asAnnexure-C and forms part of this Report.

34. PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURE

Your Company considers people as its biggest assets. It has putconcerted efforts in talent management and succession planning practices strongperformance management and learning and training initiatives to ensure that your Companyconsistently develops inspiring strong and credible leadership and the Company has andwill always focus that young talent is nurtured and mentored consistently and the rewardsand recognition are commensurate with their performance and that employees have theopportunity to develop and grow themselves.

The statement of Disclosure of Remuneration under Section 197(12) ofthe Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 ('Rules’) is annexed as Annexure-D and forms an integral part of thisReport.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES

The Securities and Exchange Board of India vide its sixth amendmentsdated 9th November 2021 had made amendments in Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") which were effective from 1st April 2022. In duecompliance with the requirements of the Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended read with Section 188 of theCompanies Act 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board andits Powers) Rules 2014 as amended upto date Board of Directors has in their meetingheld on 2nd February 2022 has updated and formed meticulously policy on theRelated Party Transaction including material transactions which is to be followed inletter and spirit. The policy is available on the website of the Company at the web link:https://www.kamdhenulimited.com/ Financial-Results/Policy-for-determining-the-materialRPT_Amended-02022022.pdf During the year under review all the related party transactionsentered into by the Company were with made the prior approval of the Audit Committee. Allsuch transactions were at an arms -length basis and in the ordinary course of business ofthe Company and detail of such transactions have been adequately described in the NoteNo.48 to the financial statements of the Company for the FY 2021-22 which form a part ofthe Annual Report.

During the year under review the Company has not entered into any suchtransactions except as stated in the Financial Statements with any person or entitybelonging to the Promoters/Promoter group which holds (alone or together) 10% or more ofthe shareholding in the Company during the FY 2021- 22 without consent of the members.

The details of the transactions with the related parties are providedin the accompanying financial statements. The Company has not entered into any materialrelated party transaction and all transaction entered into by the Company with relatedparty were at arm’s length price in terms of the provision of Section 188 of theCompanies Act 2013 during the period under review. Accordingly there were notransactions whichrequired to be reported in Form AOC-2 annexed as an Annexure-E as perthe Section 134(3)(h) read with Section 188(2) of the Companies Act 2013.

36. SUBSIDIARY JOINT VENTURES OR ASSOCIATECOMPANIES

As on 31st March 2022 the Company has 3 subsidiaryCompanies namely Kamdhenu Ventures Limited Kamdhenu Colour and Coatings Limited andKamdhenu Jeevandhara Foundation (Section-8 Company). During the year under review theCompany does not have any Joint venture or associate company In accordance with Section129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated FinancialReporting the Company has prepared its Consolidated Financial Statement along with allits subsidiaries in the same form and manner as that of the Company which shall be laidbefore its ensuing AGM along with its Standalone Financial Statement. The ConsolidatedFinancial Statements of the Company along with its subsidiaries for the year ended 31stMarch 2022 forms part of this Annual Report. Each quarter the Audit Committee reviewsthe unaudited/ audited financial statements of subsidiary companies. Further thecommittee periodically reviews the performance of subsidiary companies. The minutes of theboard meetings of the unlisted subsidiary companies of the Company and significanttransactions and arrangements if any entered into by all the unlisted subsidiarycompanies are placed before the board on a quarterly basis. The board is periodicallyapprised of the performance of subsidiary companies including material developments ifany.

For the performance and financial position of each of the subsidiariesof the Company included in its Consolidated Financial Statements the Members arerequested to refer to Note No. 53 of the Notes to the Accounts of Consolidated FinancialStatements of the Company and statement pursuant to first proviso to subsection (3) ofsection 129 of the Companies Act 2013 read with rule 5 of Companies (Accounts) Rules2014 relating to Statement containing salient features of the financial statement ofsubsidiary has been attached as Annexure-F to this report and forms part of the financialstatements in the prescribed Form AOC - 1. Further pursuant to the provisions of Section136of the Act the financial statements of the Company consolidated financial statementsalong with relevant documents and separate audited accounts in respect of subsidiariesare also available on the website of the Company at https://www.kamdhenulimited.com/subsidiary-financials.php

37. HUMAN RESOURCES MANAGEMENT

The value of human assets has impact on all critical business decisionsand its utilization directly affects the ability of the organizational assets to realizetheir optimum value. The Company’s human resource strategy is formulated consideringpeople as its most valuable asset. Your Company puts best efforts in talent acquisitiontalent retention performance management and learning and training initiatives to ensurethat your Company consistently develops inspiring strong and credible human resource.Your Company nurtures a culture of trust and mutual respect in all its employees and seeksto ensure that company’s values and principles are understood by all and are thereference point in all people matters.

The Company maintained healthy cordial and harmonious industrialrelations at all levels. Company remained at the forefront in the industry due toenthusiasm and continuous efforts of employees. Various measures have been introducedthroughout the organization to improve productivity at all levels.

38. PREVENTION PROHIBITION AND REDRESSAL OFSEXUAL HARASSMENT AT WORKPLACE

The Company since inception ensures gender equality and the right towork with dignity to all employees (permanent contractual temporary and trainees) of theCompany and has been following a zero tolerance against sexual harassment of any person atworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder andin order ensure this in all its strictness the Company has in place an InternalComplaints Committee the constitution whereof is in complete compliance with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

The Sexual Harassment Policy of the Company has been effectivelypromoted and propagated an environment and culture in the Company which inculcates in themale employees a spirit of utmost respect for the women workforce at every level. TheCompany has also formulated a set of standing orders which stipulate very harsh punitivemeasures against any employee found guilty of having or attempting to have sexuallyharassed a female employee which without prejudice to the other actions taken against theoffender include immediate termination of his services. The fact that safety and securityof the women workforce in the Company has been an area given the paramount importance inthe Company explains why the Company can proudly boast or being among the safest workplaces for women in the Country.

As has been the case in the previous years during the year underreview as well no complaints under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2015 were received during the year underreview.

39. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of businessof the Company.

40. CODE OF CONDUCT FOR DIRECTORS AND SENIORMANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations theCompany has formulated the Code of Conduct for the Board members and Senior ManagementPersonnel of the Company so that the Company’s business is conducted in an efficientand transparent manner without having any conflict of personal interests with theinterests of the Company.

All the members of the Board and Senior Management Personnel haveaffirmed compliance with the Code of Conduct for the Board members and Senior ManagementPersonnel and the code of conduct is available at the website of Company https://www.kamdhenulimited.com/Financial-Results/Code- of-Conduct-for-Senior-Management-Persinnel_Kamdhenu.pdf

41. DECLARATION BY THE CHAIRMAN & MANAGINGDIRECTOR

Shri Satish Kumar Agarwal Chairman and Managing Director hereby affirmand declared that the Company

has obtained declaration from each individual member of the Board ofDirectors and the Senior Management confirming that none of them has violated theconditions of the Code of Conduct for the Board members and Senior Management Personnel.

42. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Satish Kumar Agarwal Chairman & Managing Director and ShriSunil Kumar Agarwal and Shri Sachin Agarwal Whole Time Directors and Shri SaurabhAgarwal Non-Executive Director* of the Company are related to each other within themeaning of the term "relative" as per Section 2(77) of the Companies Act 2013and SEBI Listing Regulations.

Except as stated above none of the Directors are related to eachother.

*Shri Saurabh Agarwal was re-designated as Non-Executive &NonIndependent Director of the Company w.e.f 1st June 2022.

43. DIRECTOR’ sRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act theBoard of Directors to the best of their knowledge and belief confirms that:

a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.

f) They have devised proper systems to ensure compliance with theprovisions of all applicable

laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and the reviews from management and audit committeethe Board is of the opinion that the Company’s internal financial controls wereadequate and effective during FY 2021-2022.

44. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCYCODE 2016

During the year under review the Company has neither made anyapplication nor any proceeding were pending under the Insolvency and Bankruptcy Code 2016("IBC Code"). Further at the end of the financial year Company does not haveany proceedings related to IBC Code

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the year under review theCompany has not made one-time settlement therefore the same is not applicable.

46. GREEN INITIATIVE

The Company has implemented the "Green Initiative" to enableelectronic delivery of notice/documents/annual reports to shareholders. The Annual Reportfor the FY 2021-22 and Notice of the 28th Annual General Meeting are being sentto all members electronically whose e-mail addresses are registered with the Company/Depository Participant(s).

The e-voting facility is being provided to the members to enable themto cast their votes electronically on all resolutions setforth in the notice pursuant toSection 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in the notice ofthis 28th AGM.

47. APPRECIATION

The Board wishes to place on record its appreciation of the significantcontributions made by the employees of the Company during the year under review. TheCompany has achieved impressive growth through competence hard work solidaritycooperation and support of employees at all levels. Your Directors thank the customersdealers distributors franchisee partners vendors and other business associates fortheir continued support in the Company’s growth.

Your Directors also wish to thank the Government of India the StateGovernments and other regulatory authorities banks and members for their cooperation andsupport extended to the Company.

BY ORDER OF THE BOARD OF DIRECTORS OF KAMDHENULIMITED

(Satish Kumar Agarwal) (Sunil Kumar Agarwal)
Chairman & Managing Director Whole Time Director
DIN: 00005981 DIN: 00005973

 

Date: 30th May 2022

Place: Gurgaon

.