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Kewal Kiran Clothing Ltd.

BSE: 532732 Sector: Industrials
NSE: KKCL ISIN Code: INE401H01017
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VOLUME 3
52-Week high 1400.00
52-Week low 921.10
P/E 15.75
Mkt Cap.(Rs cr) 1,219
Buy Price 956.00
Buy Qty 1.00
Sell Price 1036.00
Sell Qty 2.00
OPEN 989.00
CLOSE 989.00
VOLUME 3
52-Week high 1400.00
52-Week low 921.10
P/E 15.75
Mkt Cap.(Rs cr) 1,219
Buy Price 956.00
Buy Qty 1.00
Sell Price 1036.00
Sell Qty 2.00

Kewal Kiran Clothing Ltd. (KKCL) - Director Report

Company director report

To

The Members

Your Board of Directors are pleased to present the 28th Annual Report together with theAudited Accounts of the Company for the year ended March 31 2019.

FINANCIAL SUMMARY & HIGHLIGHTS [STANDALONE]

(Amount in Lakhs)

Particulars Year Ended March 31 2019 Year Ended March 31 2018
1 Net sales/income irom operations 46211.08
2 DThefTncome 50239.62 2109.05
2 Total Expenditure 48581.26 37464.88
4 Profit [Before deducting any of the following) 13431.74 11930.90
a. Finance charges 689.36 498.30
b. Depreciation/Amortization 806.15 577.35
c Tax provision 3904.54 3530.00
5 Net profit for the Period 8031.6 9 7325.25
6 uther comprehensive income 29.6 2 8428
7. Total of comprehensive income [net of taxj 8061.31 7.4U9.53
8 Profit b/f from previous years 21430.43 18916.17
9 Appropriation of profit 5477.60 4895.26
i Dividend [including DDTj on equity shares 4977.60 489 5.26
it Transfer to Business progressive fund 500.00

-

H9 Surplus c/f 24014.14 21430.43
IT Dividend [in cj per ordinary share 34 33
12 Paid up Equity capital 1232.50 1232.50
13 Reserves except revaluation reserve 17802.40 17302.40

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

The company was back to growth and achieved total revenues of र524.37 crores comparedto र483.20 crores in the previous year. The EBITDA was र112.34 crores compared toर98.22 crores and Profit After Tax stood at र80.32 crores resulting in an EPS ofर65.17 per share. Disruption in business environment has become a regular feature inrecent times. The liquidity crisis caused by the defaults of a few NBFCs has had severerepercussions on the economy.

Despite the headwinds the company's operating revenue grew by 8.72% to र502.40crores. Also noteworthy was that the company reported better EBITDA margin and PAT marginthis year. The company's flagship brand "Killer" has stood out in this uncertainenvironment by growing 16% this year and contributing to 57% of operating sales. Thecompany continues to adopt its time tested strategy to pursue sustainable and profitablegrowth. The Company has acquired a brand ‘Desi belle' to foray in the business ofwomen's apparel.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the reserves.

SHARE CAPITAL

There is no change in share capital during the financial year 2018-19.

DIVIDEND

The total dividend for the year ended March 31 2019 (including interim and finaldividends) stood at र34 per share as compared to र33 per share in the previous year.

The Board of Directors had in their meeting held on July 21 2018 declared the firstinterim dividend of र7/- (70%) per equity share absorbing a sum of i र104009393/-including dividend distribution ^ tax. The record date for the purpose of payment of interim dividend was August 1 2018 and the said र^ interim dividend waspaid in August 2018. :

The Board of Directors had in their meeting held on October 25 2018 declared thesecond interim रdividend of र10/- (100%) per equity share absorbing a sum ofर148584846/- including dividend distribution tax. The record date for the purpose ofpayment of interim dividend was November 6 2018 and the said interim dividend was paid inNovember 2018.

The Board of Directors had in their meeting held on January 23 2019 declared the thirdinterim dividend of र10/- (100%) per equity share absorbing a sum of र148584846/-including dividend distribution tax. The record date for the purpose of payment of interimdividend was February 4 2019 and the said interim dividend was paid in February 2019.

The Board of Directors had in their meeting held on March 7 2019 declared the fourthinterim dividend of र5/- (50%) per equity share absorbing a sum of र74292423/-including dividend distribution tax. The record date for the purpose of payment of interimdividend was March 19 2019 and the said interim dividend was paid in March 2019.

Your directors are pleased to recommend a final dividend of र2/- (20%) per equityshare of र10/- each for the year ended March 31 2019.

The dividend once approved by the members in the ensuing Annual General Meeting will bepaid out of the profits of your company for the year and will sum up to a total ofर29716970/- including dividend distribution tax.

Cumulatively the Board of Directors of your company has declared / recommended a totalDividend of र34/- per equity share (340%) for the year under review.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution policy in terms of Regulation 43A ofSEBI (Listing Obligations' and Disclosure Requirements) Regulations 2015.

The Annual dividend consists of a few interim dividend and a final dividend at the yearend. The Board of Directors seeks to balance member needs of returns and company'srequirement of long term growth. After meeting internal cash balance towards any strategicinvestments the Company will endeavour to return the rest of the free cash generated toshareholders through regular dividend. The said policy as approved by the Board ofDirectors has been uploaded on the website of the Company. The dividend 'j distributionpolicy is available on https://.kewalkiran.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report. There is no change in thenature of business of the Company.

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with theapplicable Accounting Standards. The audited consolidated financial statements togetherwith the Auditor's Report form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of the Joint Venture is attached to theFinancial Statements in Form AOC-1.

The Financial Statements of the Company Consolidated Financial Statements along withrelevant documents and separate audited accounts in respect of joint venture areavailable on the website of the Company www.kewalkiran.com

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of the Company.

There were no other companies which have become or ceased to be its subsidiariesjoint ventures or associate companies during the financial year 2018-19.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The company had invested in रaggregate र34550000 (P.Y. र34550000) in JointVenture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in SuratSpecial Economic Zone (SEZ) and constructed factory building for setting up ofmanufacturing unit for production of knitwear apparels for exports. However due toslowdown in International market SEZ could not take off and most of the members of SEZshelved their projects and approached to Gujarat Industrial Development Corporation (GIDC)and state and central government for de-notification of SEZ. Gujarat IndustrialDevelopment Corporation vide its circular No. GIDC/ CIR/Distribution/Policy /13/05 dated14.03.2013 has de-notified the SEZ and conceded the members to convert and use theerstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditionsstated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification ofits plot of Land and undertaken to complete the formal procedure for the same.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Consolidated and Standalone Cash

Flow Statements for the year ended March 31 2019 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) of the Listing Regulations interalia provides that the annualreport of the top 500 listed entities based on market capitalization (calculated as onMarch 31 of every financial year) shall include a Business ResponsibilityReport("BRR").

Your Company is not featuring in the list of top 500 listed entities as per marketcapitalization calculated as on March 31 2018 and hence the Business ResponsibilityReport is not provided for the financial year ended March 31 2019.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

The pivots for growth in the branded apparel industry remain intact. With increasingawareness adoption of branded fashionable products is increasing in the country. Howeverthe consumer is spoilt for choice with a plethora of brands. In line with global trendsfashion cylces are becoming shorter. With its long-term focus strong brands and healthybalance sheet the company remains well placed to weather short term events and remainscommitted to sustainability and profitability.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

India's economy began with a healthy growth in line with various national andinternational forecasts however the growth rate became a victim of the sudden default bya few NBFCs which brought the broader NBFC sector to a standstill. Adding to theseheadwinds were the global events like trade wars disorderly Brexit and escalatingtensions in the Middle East which directly affected growth and more so consumer sentiment.However with a stable government now in place economic outlook can be expected to bestable with high expectations that government policy initiatives shall spur growth.

CREDIT RATING OF SECURITIES

CRISIL India's leading ratings research risk and policy advisory company hasassigned ‘AA- / Stable' (pronounced Double A Negative Stable) meaning high degree ofsafety for the banking facilities of the company as on February 26 2019. This willfurther ensure superior credit terms from the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 if thedividend transferred to the Unpaid Dividend Account of the Company remains unpaid orunclaimed for a period of seven years from the date of such transfer then such unclaimedor unpaid dividend shall be transferred by the Company along with interest accrued if anyto the Investor Education and Protection Fund (‘the IEPF') a fund established undersub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend areavailable on the website of the Company viz. www.kewalkiran.com

The Company had during the year accordingly transferred to IEPF the unpaid andunclaimed dividend amounts pertaining to 2nd Interim Dividend 2010-11 of र20017/ FinalDividend 2010-11 of र10276/- and 1st Interim Dividend 2011-12 of र21203/-.Subsequent to the end of the financial year 2018-19 till the date of this report thecompany transferred the 2nd Interim Dividend 2011-12 of र27907 /- to the IEPF. Dividenddeclared by the Company thereafter is still lying in the respective unpaid dividendaccounts of the Company.

Mandatory Transfer of Shares to Demat Account of Investors Education and ProtectionFund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutiveperiod of seven years

In terms of Section 124(6) of the Companies Act 2013 read with Rule 6 of the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (as amended from time to time) (IEPF Rules) shares on which dividend has not beenpaid or claimed by a shareholder for a period of seven consecutive years or more arecredited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA)within a period of thirty days of such shares becoming due to be so transferred. Upontransfer of such shares all benefits (like bonus etc.) if any accruing on such sharesshall also be credited to such Demat Account and the voting rights on such shares shallremain frozen till the rightful owner claims the shares. Shares which are transferred tothe Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by followingthe procedure prescribed under the aforesaid rules. The Company sends out individualcommunication to the concerned Members whose shares are liable to be transferred to IEPFAon a continuous basis to take immediate action in the matter.

An aggregate of 402 shares were transferred to the IEPF till date of which 196 shareswere transferred by the Company to IEPF during the financial year under review.

Disclosure with respect to demat suspense account/unclaimed suspense account

The Company does not have any shares in the demat suspense /unclaimed suspense account.

The below mentioned is the information relating to outstanding dividend accounts andthe due dates for claiming dividends.

Financial year Date of allotment/ declaration Unclaimed Dividend (in Last date for claiming dividend
Final Dividend 2011-12 August 3 2012 9624 September 8 2019
1st Interim Dividend 2012-13 November 7 2012 32410 December 14 2019
2nd Interim Dividend 2012-13 February 13 2013 13091 March 22 2020
3rd Interim Dividend 2012-13 May 11 2013 8469.5 June 17 2020
Final Dividend 2012-13 August 22 2013 2800 September 28 2020
1st Interim Dividend 2013-14 October 19 2013 19327.5 November 25 2020
2nd Interim Dividend 2013-14 January 24 2014 21462 March 1 2021
3rd Interim Dividend 2013-14 May 10 2014 9990 June 16 2021
Final Dividend 2013-14 August 28 2014 4998 October 4 2021
1st Interim Dividend 2014-15 September 10 2014 22224 October 17 2021
2nd Interim Dividend 2014-15 October 17 2014 15922.5 November 24 2021
3rd Interim Dividend 2014-15 January 31 2015 12215 March 9 2022
4th Interim Dividend 2014-15 May 14 2015 4365 June 22 2022
Final Dividend 2014-15 August 31 2015 3841.5 October 8 2022
1st Interim Dividend 2015-16 June 16 2015 64820 July 24 2022
2nd Interim Dividend 2015-16 November 6 2015 14713.5 December 14 2022
3rd Interim Dividend 2015-16 February 6 2016 25584 March 14 2023
4th Interim Dividend 2015-16 "March 9 2016 19736 April 16 2023
Final Dividend 2015-16 September 7 2016 10159.5 October 14 2023
1st Interim Dividend 2016-17 October 27 2016 " 21123 December 3 2023
2nd Interim Dividend 2016-17 January 27 2017 25678.5 March 6 2024
Final Dividend 2016-17 September 7 2017 "3676.5 October 14 2024
1sTInterim Dividend 2017-18 April 25 2017 22743 June 2 2024
2nd Interim Dividend 2017-18 "October 14 2017 ' "19800 November 20 2024
3rd Interim Dividend 2017-18 January 18 2018 58995 February 26 2025
4th Interim Dividend 2017-18 Mar chTU/SUra 20235 April 16 2025
Final Dividend 2017-18 "September 4 2TOB 12498 October 12 2025
"1st Interim Dividend 201819 July 21 2018 26894 "August 27 2025
"2nd Interim Dividend 2018-19 October 25 2018 "58070 December 1 2025
3rd Interim Dividend 2018-19 January 23 2019 28080 March 1 2026
4th Interim Dividend 2018-19 March 7 2019 42410 April 15 2026

The web-addresses of the company and IEPF Authority where the details of unpaid andunclaimed amounts lying with the company are uploaded are https://kewalkiran.com andhttp://www.iepf.gov.in/

NODAL OFFICER

The Nodal Officer appointed by the company under the provisions of IEPF is Mr. AbhijitWarange Vice President-Legal & Company Secretary and the web-address on which thesaid details are available is https://kewalkiran.com

DIRECTORS

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your company Mr. Vikas P. Jain (DIN: 00029901) Director of your Companywould retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.

Re-appointment of Managing Director

The Board has based on the recommendation of the Nomination and Remuneration Committeeand subject to the approval of the Members approved the re-appointment and remunerationof Mr. Kewalchand P. Jain as Managing Director of the Company for a period of 5 (five)years w.e.f April 1 2020 to March 31 2025.

KEY MANAGERIAL PERSONNEL

The Company has recognised the following persons as Key Managerial Personnel inaccordance with the Companies Act 2013.

1. Mr. Kewalchand P. Jain-Chairman and Managing Director

2. Mr. Hemant P. Jain-Whole-time Director

3. Mr. Dinesh P. Jain-Whole-time Director

4. Mr. Vikas P. Jain-Whole-time Director

5. Mr. Bhavin Sheth-Chief Financial Officer

6. Mr. Abhijit Warange-Vice President-Legal & Company Secretary

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14 2006 for itsBoard Members and Senior Management Personnel. Declaration of compliance with the Code ofConduct has been received from all the Board Members and Senior Management Personnel asstipulated under Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A certificate to this effect from the Chairman &Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the BoardMeeting held on May 10 2014 for its Independent Directors. Declaration of compliancewith the code has been received from all the Independent Directors of your Company asrequired under Section 134 (3) (d) of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. A certificate to this effect from theChairman and Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under SubSection (6) of Section 149 of the Companies Act 2013 read with SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

GENERAL

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

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company underany scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations andSEBI (Share Based Employee Benefit) Regulation 2014.

4. Issue of shares on preferential basis pursuant to Section 62 of Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD MEETINGS

The details of the dates and the number of meetings of the Board of Directors heldduring the Financial Year 2018-19 forms part of the Corporate Governance Report.

COMMITTEES

The disclosure of composition of all committees constituted by the Board under the Actand the Listing Regulations and the changes if any in the composition of such committeesduring the year as well as number and dates of meetings of the committee are given in theCorporate Governance report which forms part of this Annual Report.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act 2013 read with rules madethereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board had approved the Nomination and Remuneration Policy and Evaluation Policy asrecommended by Nomination and Remuneration committee in the Board Meeting held on October10 2014. The Nomination and Remuneration Committee has incorporated the criteria fordetermining qualifications positive attribute and independence of Director in theNomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3)and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Company's policy on directors' appointment and remuneration and the criteria fordetermining qualifications positive attributes and independence of a Director is given athttps:// kewalkiran.com

The said policy envisages the criteria for selection and appointment of Board Memberslike determining qualification positive attributes and independence of director etc. Italso lays down the framework in relation to remuneration of Directors Key ManagerialPersonnel and Senior Management of the Company. The detail of the remuneration policy ofthe company is given in the Corporate Governance Report which forms part of this AnnualReport. The said policy also lays down the criteria for payment of remuneration toNon-Executive Directors and the web-link of the same is https://kewalkiran.com

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well asthat of its committee and individual directors including the Chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningexperience competencies etc. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as compositionof the Board and Committees experience and competencies performance of specific dutiesand obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of Individual Directors including the Board Chairman who was evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under section 197(12) of the Companies Act 2013 read withrule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' report for the year ended March 31 2019and the prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached as ‘Annexure-V'and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executivedirectors are brothers) none of the employees listed in the said annexure is a relative ofany Director of the company. None of the employees (save and except the ExecutiveDirectors) hold (by himself or along with his/her spouse and dependent children) more thantwo percent of the equity shares of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the accounts for the financial year ended March 31 2019on a ‘going concern' basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit team monitors and evaluates the efficacyand adequacy of the Internal Control System in the Company its compliance with operatingsystems accounting procedures and policies at all the Company locations. Based on thereport of Internal Audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control System and suggests improvements to strengthen thesame.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the Internal Audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes Systems and the Internal FinancialControls and the Directors' Responsibility Statement contain a confirmation as regardsadequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report (‘MDAR') which forms part of this Report.

AUDITORS

The Members of the Company in the 26 th Annual General Meeting held on September 72017 had appointed M/s. Khimji Kunverji & Co. LLP (Previously known as KhimjiKunverji & Co.) Chartered Accountants (Firm Registration No.: 105146W) as theStatutory Auditors of the Company for a period of five years i.e. to hold office from theconclusion of 26 th Annual General Meeting till the conclusion of the 31st Annual GeneralMeeting of the Company to be held in the year 2022.

AUDIT REPORT

There are no Qualification or Adverse Remark in the Auditors report which require anyexplanation from the Board of Directors the Auditors Report on financial statementsforming part of this Annual Report is self-explanatory and do not call for any furthercomments.

During the year under review no frauds were reported by the auditor under section143(12) of Companies Act 2013.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and74 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014during Financial Year 2018-19.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Your Company has not given any loans or guarantee during the financial year 2018-19.The acquisitions of securities of any other body corporate are within the limit specifiedu/s 186 of the Companies Act 2013. The details of the same are given in the notes tofinancial statements.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-24) has been made in thenotes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 is given in Annexure-III.

There were no material related party transaction during the year under review withPromoters Directors or Key Managerial Personnel which may have potential conflict ofinterest with the company at large. The Company has developed a Related Party transactionsframework through standard operating procedures for the purpose of identification andmonitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement ofall Related Party Transactions is placed before Audit Committee for its review on aquarterly basis specifying the nature value and terms and conditions of the transactionsfor approval. The policy on Related Party transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. The web-link to the RelatedParty Policy is https://kewalkiran.com

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy of the Company indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Company's website at https://kewalkiran.com

The report on Corporate Social Responsibility initiatives as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is given as Annexure-VI.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given as Annexure II.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 whichhas been approved by Board of Directors.

Your Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. Your Company's managementsystems organisational structures processes standards code of conduct and behaviourstogether governs how the Group conducts the business of the Company and manages associatedrisks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your company. In view ofthe potential risk of fraud and corruption due to rapid growth and geographic spread ofoperation your company has put an even greater emphasis to address this risk.

To meet this objective your company has adopted a Whistle Blower Policy establishingVigil Mechanism to provide a formal mechanism to the Directors and employees to reporttheir concern about unethical behavior actual or suspect fraud or violation of theCompany's Code of Conduct or ethics policy. The Policy provides for adequate safeguardsagainst victimization of employee who avail of the mechanism and also provides for directaccess to the Chairman of the Audit Committee.

It is affirmed that no personnel of the company have been denied access to the AuditCommittee in the Financial Year 2018-19.

The Policy on whistle blower/vigil mechanism may be accessed on the Company website athttps:// kewalkiran.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and/or material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Ummedmal P. Jain proprietor of M/s U. P. Jain & Co (C.P.No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis included as Annexure IV and forms an integral part of this report.

There are no Qualification Reservation and Adverse Remark in the Secretarial Auditreport which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS

The company has complied with all applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India on Meetings of Board of Directors GeneralMeeting Dividend and The Board's Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act read with Rule 12 of Companies (Management and Administration)Rules 2014 is annexed as Annexure I which forms an integral part of this Reportand is also available on the Company's website viz. www.kewalkiran.com

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safeoperations. Your Company's policy requires conduct of operations in such a manner so asto ensure safety of all concerned compliances with environmental regulations andpreservation of natural resources. The Company provides a safe and healthy workplacefocussing on creating right safety culture across the organisation and aims to achieveultimate goal of zero injuries to all its employees and all stakeholders associated withthe Company's operations.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost record as specified by the CentralGovernment under section 148(1) of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments Internal Control System Riskand Concern operations performance and future outlook of the company is given separatelyunder the head Management Discussion and Analysis Report as stipulated under Regulation34(2)(e) of SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015 andforms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. Your Company has alsoimplemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI [Listing Obligations andDisclosure Requirements] Regulations 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors M/s. Khimji Kunverji B Co. LLP[Previously known as Khimji Kunverji B Co.] Chartered Accountants confirming thecompliance of conditions of Corporate Governance as stipulated under SEBI [ListingObligations and Disclosure Requirements] Regulations 2015 forms a part of this report.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE [PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace[Prevention Prohibition B Redressal] Act 2013. Internal Complaints Committee [ICC] hasbeen set up to redress complaints received regarding sexual harassment. All employees[permanent contractual temporary trainees] are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed ofduring the year:

[a] Number of complaints pending at the beginning of the year; 0

[b] Number of complaints received during the year: 0

[c] Number of complaints disposed of during the year: Not Applicable

[d] Number of cases pending at the end of the year: Not Applicable

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholeheartedsupport and contribution made by its customers its shareholders and all its employeesacross the country as well as the various Government Departments Banks DistributorsSuppliers and other business associates towards the conduct of efficient and effectiveoperations of your Company.

For and on behalf of the Board
Kewalchand P. Jain
Dated: July 24 2019 Chairman B Managing Director
Place: Mumbai DIN: 29739