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Kemp & Co Ltd.

BSE: 506530 Sector: Infrastructure
NSE: N.A. ISIN Code: INE060E01018
BSE 00:00 | 27 Sep 880.00 19.00
(2.21%)
OPEN

882.00

HIGH

882.00

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817.95

NSE 05:30 | 01 Jan Kemp & Co Ltd
OPEN 882.00
PREVIOUS CLOSE 861.00
VOLUME 60
52-Week high 882.00
52-Week low 485.05
P/E 117.65
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 882.00
CLOSE 861.00
VOLUME 60
52-Week high 882.00
52-Week low 485.05
P/E 117.65
Mkt Cap.(Rs cr) 95
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kemp & Co Ltd. (KEMPCO) - Director Report

Company director report

Your Directors are pleased to present the 141st Annual Report together withthe Audited Financial Statements and Auditor's Report for the financial year ended 31stMarch 2022.

(Rs. in Thousands

Particulars Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue from operations 27515 23288
Profit before Depreciation and Tax 12357 (4238)
Depreciation and Amortization expenses 2546 2565
Profit before tax and Exceptional/Extraordinary Items 9811 (6803)
Profit Before Tax 9811 (6803)
Tax expenses
1. Deferred Tax 1401 (602)
2. Excess provision for tax relating to prior year
Profit for the year 8410 (6201)

OVERALL PERFORMANCE AND OUTLOOK

During the financial year ended 31st March 2022 revenue from operationswas ' 27515 thousand as against ' 23288 thousand during previous year registering aincrease of 18.15%. Profit before tax was at ' 9811 thousand as against ' (6803)thousand in the previous year. Profit after tax for the year under review was at ' 8410thousand against ' (6201) thousand in the previous year.

The Company is exploring various options to improve performance in the coming year.

RESERVES & DIVIDEND

During the year under review as well as the previous year the Company has nottransferred any amount to the General Reserves. As on 31st March 2022Reserves and Surplus of the Company were at ' 2718988 thousand.

Your Directors are pleased to recommend for your consideration a dividend of ' 4/-(Rupees Four only) per equity share of ' 10/- each for the financial year 2021-22 (nodividend was declared during the previous year).

ANNUAL RETURN

The copy of Annual Return is available on the Company's website at www.kempnco.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectively havebeen duly followed by the Company.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31st March 2022 four (4) Board Meetingsand four (4) Audit Committee Meetings were convened and held. A calendar of meetings isprepared and circulated in advance to your Directors. The intervening gap between the twomeetings was within the period prescribed under the Companies Act 2013. In addition theIndependent Directors had a meeting during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement based on their knowledge and beliefand the information and explanations obtained your Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March2022 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) such accounting policies selected and applied consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company for the financial year ended 31st March 2022 and of the profitand loss of your Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) annual accounts for the financial year ended 31st March 2022 have beenprepared on a going concern basis;

e) internal financial controls had been laid down and followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

f) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Companies Act 2013 ("the Act") yourCompany confirm having received necessary declarations from all the Independent Directorsunder section 149(7) of the Companies Act 2013 declaring that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration. The policy formulates the criteria fordetermining qualifications competencies positive attributes and independence for theappointment of a Director (Executive / Non-Executive) and also the criteria fordetermining the remuneration of the Directors KMP and other employees.

Nomination and Remuneration Policy of the Company has been displayed on the Company'swebsite i.e. www.kempnco.com.

AUDITORS

Statutory Auditors

In the Annual General Meeting (AGM) held on 4th August 2017 M/s. M. L.Bhuwania and Co. LLP Chartered Accountants (Firm Registration No. 101484W/W100197) havebeen appointed as Statutory Auditors of the Company for a period of 5 (five) yearscommencing from the conclusion of 136th AGM till the conclusion of 141stAGM of the Company. subject to ratification of appointment by the Members of the Companyat every AGM.

Pursuant to the amendment of first proviso to Section 139(1) of the Companies Act2013 the requirement for ratification of appointment of Statutory Auditors by members atevery AGM has been removed. In view of the same at 137th AGM of the CompanyMembers of the Company have partially modified the previous resolution passed at the 136thAGM for the appointment of Statutory Auditors and approved their appointment till thebalance tenure of their appointment i.e. up to 141st AGM of the Company. TheBoard of Directors at its meeting held on 27th May 2022 has recommended theappointment of M/s. M. L. Bhuwania LLP Chartered Accountants for a period of 5 years i.e.upto the conclusion of 146th Annual General Meeting of the Company to be heldin the financial year 2026-27.

The Notes on financial statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143(12) of the Companies Act 2013 including any statutorymodification(s) or re-enactment(s) thereof for the time being in force.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors of your Company have re- appointed M/s. Ragini Chokshi & Co. CompanySecretaries in Practice to undertake the Secretarial Audit of your Company for theFinancial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2021-22 in the prescribed Form MR-3forms part of this Annual Report and is appended as Annexure "A" to the Board'sreport. The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of the performance of the Board its Committees and of individual Directors.Performance evaluation has been carried out as per the Nomination & RemunerationPolicy of the Company.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of theCompanies Act 2013.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarise with your Company's procedures andpractices. Periodic presentations are made at the Board Meetings and the Board CommitteeMeetings on business and performance updates of your Company global business environmentbusiness strategy and risks involved. The details of programmes for familiarisation forIndependent Directors are on the website of the Company i.e. www.kempnco.com.

Every new Independent Director of the Board attends an orientation program tofamiliarize the new inductees with the strategy and functions of your Company. TheExecutive Directors / Senior Management Personnel make presentations to the inducteesabout your Company's strategy products markets finance human resources technologyquality facilities and risk management.

Further at the time of appointment of an Independent Director your Company alsoissues a formal letter of appointment outlining his / her role function duties andresponsibilities as a Director.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL

The Code of Business Conduct and Ethics for Directors/Management Personnel (‘theCode') as adopted by the Board is a comprehensive Code applicable to Directors andSenior Management Personnel of your Company. The Code while laying down in detail thestandards of business conduct and ethics also deals with governance aspects. A copy of theCode has been uploaded on your Company's website www. kempnco.com.

The Code has been circulated to Directors and Management Personnel and its complianceis affirmed by them regularly on an annual basis.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. TheAudit Committee oversees the related party transactions. Related Party Transaction Policyof the Company has been displayed on the Company's website www.kempnco.com.

All contracts or arrangements entered into by the Company during the financial yearwith Related Parties have been done at arm's length and are in the ordinary course ofbusiness.

Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of such transactions are provided in Form AOC-2which is annexed herewith as Annexure "B" to this report. Related Partydisclosures as per IndAS have been provided in Note No. 39 of the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no adverse material changes or commitments occurred after 31stMarch 2022 which may affect the financial position of the Company or may requiredisclosure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity there are no particularsto be disclosed under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 as regards conservation of energy or technologyabsorption.

Further during the year under review the Company has neither earned nor spent anyforeign exchange.

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure anddefined risk management process. The risk governance structure of the Company is a formalorganization structure with defined roles and responsibilities for risk management. Theprocesses and practices of risk management of the Company encompass risk identificationclassification and evaluation.

DIRECTORS

Mrs. Shalini D.Piramal (DIN - 01365328) Managing Director of your Company retires byrotation and being eligible offers herself for reappointment.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of your Company are Mrs. Shalini D. Piramal ManagingDirector; Mr. Sunil Kumar Gupta Chief Financial Officer and Mr. Karan Gudhka CompanySecretary.

During the year Mr. Kunal Chhatwani has resigned from the position of CompanySecretary & Key Managerial Personnel w.e.f. 20th May 2021 and Mr. KaranGudhka has joined as Company Secretary & Key Managerial Personnel w.e.f. 21stMay 2021.

NAME OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES JOINT VENTURE ORASSOCIATE COMPANIES DURING THE YEAR

Your Company does not have any subsidiary. During the year under review no companieshave become / ceased to be subsidiaries joint venture or associate companies of theCompany.

PUBLIC DEPOSITS

During the year under review your Company has not invited or accepted any deposits.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and your Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company's business operations includes dealing in real estate investments andtrading in hard & soft luggage. The year witnessed rapid developments which hadsignificant impact on the Company's business. The recurrent waves of Covid-19 pandemiccontinued to affect business activities. Economic recovery after the second and thirdwaves of the Covid-19 pandemic in India was fairly subdued due to rising inflation. YourCompany has assessed the possible effects that may result from the COVID-19 pandemic onthe carrying amounts of receivables unbilled revenues intangibles investments and otherassets / liabilities.

Your Company has undertaken necessary cost cutting measures in order to ensure theCompany's financial positions remains stable and Secure.

Your Company has appointed M/s. Suresh Surana & Associates as Internal Auditors ofyour Company to ensure adequacy of internal controls. The internal audit functionmaintains internal controls to safeguard your Company's assets against losses provides ahigh degree of assurance regarding the effectiveness and efficiency of operationsassesses the reliability of financial controls and compliance with laws and regulations.The Internal Auditors submit their reports to the Audit Committee on quarterly basis.

All significant changes if any in the accounting policies during the year have beendisclosed in the notes to the financial statement.

The Revenue from Operations of your Company for the year ended 31st March2022 was at ' 27515 thousand (Previous Year ' 23288 thousand) a growth of around18.15%. Profit after Tax for the year under review amounted to ' 8409 thousand (PreviousYear ' (6201) thousand).

During the year under review Human Resources department of your Company focused oneffective execution of plans through qualified workforce. Through a structured recruitmentand training process your Company identified the need of training and trained theworkforce to improve capabilities. A structured recruitment process has helped yourCompany attract the right talent at all levels. The employee strength as on 31stMarch 2022 was 4 (Four).

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference tothe financial statements. The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. During the year such controls were tested and no reportablematerial weaknesses in design or operation were observed.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors employees andstakeholders to safeguard against victimization of persons who use vigil mechanism andreport genuine concerns. The Audit Committee oversees the vigil mechanism complaints. TheVigil Mechanism Policy of the Company has been displayed on the Company's website i.e.www.kempnco.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 your Company has formulated a Policy to preventSexual Harassment of Women at workplace and constituted Internal Complaints Committees(ICC). During the year no cases alleging sexual harassment of Women at workplace has beenreceived by ICC.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March 2022 stoodat ' 10802000/-. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity.

As on 31st March 2022 none of the Directors of the Company holdsinstruments convertible into equity shares of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Maneck Davar Mrs. Shalini D. Piramal and Mr.Satyen Dalal. All the recommendations made by the Audit Committee were deliberated andaccepted by the Board.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose remuneration details are required to be provided asper the provisions of Section 197(12) of the Companies Act 2013 (the Act) read with Rule5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.

During the year under review no stock options have been granted by your Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of yourCompany is furnished hereunder:

(Rs. in Thousands)

Sr. No. Name Designation Remuneration paid for the Financial Year 2021-22
1 Mrs. Shalini D. Piramal Managing Director 3628.80
2 Mr. Sunil Kumar Gupta Chief Financial Officer 3557.96
3 Mr. Karan Gudhka* Company Secretary 371.82
4 Mr. Kunal Chhatwani** Company Secretary 444.27

*Mr. Karan Gudhka has been appointed as an Company Secretary of the Company with effectfrom 21st May 2021.

**Mr. Kunal Chhatwani has resigned as Company Secretary of the Company with effect from20th May 2021.

1. Your Directors' Remuneration (including commission and variable pay) to the medianremuneration of the employees of your Company for the year 2021-22 was as under:

Director’s Name Ratio of remuneration of each Director to the median employees’ remuneration
Mrs. Shalini D. Piramal 1.79X

2. The Percentage increase in remuneration of Managing Director Chief FinancialOfficer and Company Secretary were as under:

Name Designation Increase (%)
Mrs. Shalini D. Piramal Managing Director 29%
Mr. Sunil Kumar Gupta Chief Financial Officer -3%
Mr. Karan Gudhka* Company Secretary NA
Mr. Kunal Chhatwani** Company Secretary -60%

*Mr. Karan Gudhka has been appointed as an Company Secretary of the Company with effectfrom 21st May 2021.

**Mr. Kunal Chhatwani has resigned as Company Secretary of the Company with effect from20th May 2021.

3. The percentage increase in the median remuneration of employees for the FinancialYear 2021-22 is around 3%. The percentage increase in the median remuneration iscalculated for comparable employees and does not include employees who were not eligible.

4. The number of permanent employees on the rolls of the Company- 4

5. The Percentage increase in salaries of the managerial personnel at 50th percentileis 26%. The Percentage increase in salaries of the non-managerial personnel at 50thpercentile is Nil. The increase / decrease in remuneration is not solely based on theCompany's performance but also includes various other factors like individual performanceexperience skill sets academic background industry trends economic situation andfuture growth prospects etc. There are no exceptional circumstances for increase in themanagerial remuneration.

6. The remuneration paid to the Directors is as per the Remuneration Policy of theCompany.

Disclosure under Clause IV(iv) Section II Part II of Schedule V of the Companies Act2013

(Rs. in Thousand)

Sr. No. Particulars of Remuneration Name of the Managing Director
Mrs. Shalini D Piramal
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 3600
(b) Benefits - Value of perquisites under section 17(2) Income-tax Act 1961 28.80
2 Bonus Stock Option Pension Performance linked Incentives etc -
3 Service Contracts 5 years
4 Notice period 3 months
5 Severance fees 3 months

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services ofthe employees of your Company at all levels.

By Order of the Board of Directors
Maneck Davar M. K. Arora
Place: Mumbai Director Director
Date: 27th May 2022 (DIN - 01990326) (DIN - 00031777)

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