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Kewal Kiran Clothing Ltd.

BSE: 532732 Sector: Industrials
NSE: KKCL ISIN Code: INE401H01017
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OPEN 486.00
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VOLUME 16003
52-Week high 520.75
52-Week low 178.50
P/E 28.04
Mkt Cap.(Rs cr) 2,995
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 486.00
CLOSE 489.20
VOLUME 16003
52-Week high 520.75
52-Week low 178.50
P/E 28.04
Mkt Cap.(Rs cr) 2,995
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kewal Kiran Clothing Ltd. (KKCL) - Director Report

Company director report

To

The Members

Your Board of Directors are pleased to present the 30th Annual Report together with theAudited Accounts of the Company for the year ended March 31 2021.

FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)

(Amount in Lakhs)
Sr. No. Particulars Year Ended March 31 2021 Year Ended March 31 2020
i Net Sales/Income from operations 30272.96 52967.01
2 Other Income 1704.36 1753.36
3 Total Expenditure 29757.39 45161.44
4 Gross profit (Before deducting any of the following) 3570.78 11263.42
a. Finance charges 681.04 881.08
b. Depreciation/Amortisation 669.82 823.40
c. Tax provision 277.73 2254.52
5 Net profit for the Period 1942.20 7304.41
6 Other Comprehensive Income 409.73 65.05
7 Total of Comprehensive Income (net of tax) 2351.93 7239.36
8 Profit b/f from previous years 25607.29 24014.15
9 Appropriation of profit 3697.51 5646.22
i) Dividend (Including DDT) on equity shares 3697.51 5646.22
ii) Transfer to Business Progressive fund - -
10 Dividend (in ') per ordinary share 23 43
11 Paid up Equity capital 1232.50 1232.50
12 Reserves except revaluation reserve 17802.40 17802.40

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

The company achieved a total revenues of Rs. 302.73 crores compared to Rs. 529.67crores in the previous year. The EBITDA was Rs. 18.67 crores compared to Rs. 95.10 croresand Profit After Tax stood at Rs. 919.42 crores resulting in an EPS of Rs. 15.76 pershare. B

Despite the year marred with pandemic induced lock-down contrary H to marker outlookthe company managed to achieve 57% of its last B year total revenue. The company’sflagship brand "Killer" has stood out in this uncertain environment bycontributing 57% of total revenue.

The company continues to adopt its time tested strategy to pursue sustainable andprofitable growth.

TRANSFER TO RESERVES

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

SHARE CAPITAL

There is no change in share capital during the financial year 2020-21.

DIVIDEND

The total dividend for the year ended March 31 2021 stood at Rs.23 per share ascompared to Rs.43/- per share in the previous year.

The Board of Directors had in their meeting held on October 22 2020 declared the firstinterim dividend of Rs.15/- (150%) per equity share absorbing a sum of Rs.1848.75 lakhs.The record date for the purpose of payment of interim dividend was November 4 2020 andthe said interim dividend was paid in November 2020.

The Board of Directors had in their meeting held on January 22 2021 declared thesecond interim dividend of Rs. 8/- (80%) per equity share absorbing a sum of Rs. 986lakhs. The record date for the purpose of payment of interim dividend was February 4 2021and the said interim dividend was paid in February 2021.

The Board thought it prudent to conserve capital in this difficult and uncertain timesand have accordingly decided not to recommend any final dividend for the financial yearended March 31 2021.

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 distributionpolicy is available on https://kewalkiran.com/wp-content/uploads/2021/05/Dividend-policy-KKCL-15.7.2020-.pdf

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.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The company had invested in aggregate Rs.34550000% (P.Y. Rs.34550000) inJoint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land inSurat Special 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 the 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 ofconditions stated therein.

WKPL vide its letter dated 04.04.13 has consented for de-notification of itsplot of a. Land and undertaken to complete the formal procedure for the same.

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of the Company and K-LoungeLifestyle Limited is a subsidiary of the Company (K-Lounge Lifestyle Limited wasincorporated on February 25 2021).

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.

M/s. K-Lounge Lifestyle Limited being incorporated on February 25 2021 the firstfinancial statements of the subsidiary company will be drawn up from the period begningFebruary 25 2021 upto March 31 2022.

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

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 FlowStatements for the year ended March 31 2021 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 1000 listed entities based on market capitalisation (calculated as onMarch 31 of every financial year) shall include a Business ResponsibilityReport("BRR").

Your Company is featuring in the list of top 1000 listed entities as per marketcapitalisation calculated as on March 31 2020 and hence the Business ResponsibilityReport forms a part of this annual report.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

The growth of the branded apparel industry is closely linked to overall economic growthand majorly to consumer sentiments. The industry has witnessed consolidation and exits /closure of some of the brands during the year due to disruption in the economic and marketenvironment thereby affecting consumer sentiment. The prevailing market conditions arelikely to continue and challenge the growth as consumer spending will be impacted due tovarious factors.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

The Indian economy witnessed a bump in FY 202021 starting from complete lock-down toresumption of business activities to re-emergence of virus induced partial lock-down. Inthe pandemic scenario the priority was healthcare and subsequent thereto was requirementof cash flow. Individual to business houses have unanimously voted in favor of cashsurplus. Preservance of cash flow would impact in short-term to all consumer spending;however in the long-term it would help as better brands will remain in the market andlower tier brands to exit.

CREDIT RATING

CRISIL India’s leading ratings research risk and policy advisory company hasassigned ‘AA- / Negative’ for the banking facilities of the company. 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 establishedunder sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividendare available on the website of the Company viz. https://kewalkiran.com/investor-new/#tabs_desc_725_11

The Company had during the year accordingly transferred to IEPF the unpaid andunclaimed dividend amounts pertaining to 2nd Interim Dividend 2012-13 of Rs.13901/- 3rdInterim Dividend 2012-13 of Rs.8469/- Final Dividend 2012-13 of Rs.2800/- 1st InterimDividend 2013-14 of Rs.19327.5/- and 2nd Interim dividend 201314 ofRs.21462/-.Subsequent to the end of the financial year 2020-21 till the date of thisreport the company transferred the 3rd Interim Dividend 2013-14 of Rs.9225/- to the IEPF.Dividend declared by the Company thereafter is still lying in the respective unpaiddividend accounts 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 403 shares are transferred to the IEPFA till date.

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 Rs.) Last date for claiming dividend
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 15922.50 November 24 2021
3rd Interim Dividend 2014-15 January 312015 12215 March 9 2022
4th Interim Dividend 2014-15 May 14 2015 4365 June 22 2022
Final Dividend 2014-15 August 312015 3841.50 October 8 2022
1st Interim Dividend 2015-16 June 16 2015 64820 July 24 2022
2nd Interim Dividend 2015-16 November 6 2015 14229 December 14 2022
3rd Interim Dividend 2015-16 February 6 2016 25584 March 14 2023
4th Interim Dividend 2015-16 March 9 2016 19397 April 16 2023
Final Dividend 2015-16 September 7 2016 10159.50 October 14 2023
1st Interim Dividend 2016-17 October 27 2016 21123 December 3 2023
2nd Interim Dividend 2016-17 January 27 2017 25466 March 6 2024
Final Dividend 2016-17 September 7 2017 3601.50 October 14 2024
1st Interim Dividend 2017-18 April 25 2017 22393 June 2 2024
2nd Interim Dividend 2017-18 October 14 2017 19300 November 20 2024
3rd Interim Dividend 2017-18 January 18 2018 58520 February 26 2025
4th Interim Dividend 2017-18 March 10 2018 20110 April 16 2025
Final Dividend 2017-18 September 4 2018 9514.50 October 12 2025
1st Interim Dividend 2018-19 July 212018 26341 August 27 2025
2nd Interim Dividend 2018-19 October 25 2018 38470 December 12025
3rd Interim Dividend 2018-19 January 23 2019 66970 March 12026
4th Interim Dividend 2018-19 March 7 2019 32610 April 15 2026
Final Dividend 2018-19 September 18 2019 7356 October 25 2026
1st Interim Dividend 2019-20 June 20 2019 39974 July 29 2026
2nd Interim Dividend 2019-20 October 22 2019 37540 November 28 2026
3rd Interim Dividend 2019-20 January 28 2020 68295 March 6 2027
4th Interim Dividend 2019-20 May 26 2020 24418 July 2 2027
Final dividend 2019-2020 September 15 2020 8075 October 22 2027
1st Interim Dividend 2020-21 October22 2020 56684 December 12027
2nd Interim Dividend 2020-21 January 22 2021 81720 March 12028

The web-addresses of the company and IEPF Authority where the details of unpaid andunclaimed amounts lying with the company are uploaded arehttps://kewalkiran.com/investor-new/#tabs_desc_725_11 and http://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/investor-new/#tabs_desc_725_10

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. Hemant P. Jain (DIN: 00029822) Director of your Companywould retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.

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 - Joint Managing Director (designated as Joint Managing Directorfrom May 26 2021)

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 Obligations andDisclosure Requirements) Regulations 2015. A certificate to this effect from the Chairmanand 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 Rule 6(1) and (2) of theCompanys (Appointment and Qualification of Directors) Rules 2014 together SEBI (ListingObligations and 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 number and dates of meetings of the Board of Directors held duringthe Financial Year 202021 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 the number and dates of the meetings of the committee are given inthe Corporate 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 thecriteria for determining qualifications positive attributes and independence of aDirector is given at https://kewalkiran.com/wp-content/uploads/2018/12/nomination-policy.pdf

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 of the company is given in the CorporateGovernance Report which forms part of this Annual Report. The said policy also lays downthe criterion for payment of remuneration to Non-Executive Directors and the web-link ofthe same is https://kewalkiran.com/wp-content/uploads/2018/12/ nomination-policy.pdf

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 structured evaluation process covering variousaspects of the Boards functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligations governanceissues etc. Separate exercise was carried out to evaluate the performance of IndividualDirectors including the Board Chairman who was evaluated on parameters such as attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders 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 312021 and 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-IV‘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 Director’s Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 312021 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 2021on 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 Auditors monitor and evaluate the efficacy andadequacy 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 Auditors 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 Business Heads are periodically apprised of the InternalAudit findings and corrective actions taken. Audit plays a key role in providing assuranceto the Board of Directors. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes System and the Internal FinancialControl 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 26th Annual General Meeting held on September 7 2017had appointed M/s. Khimji Kunverji & Co. LLP (previously known as Khimji Kunverji& Co.) Chartered Accountants (Firm Registration No.: 105146W) as the StatutoryAuditors of the Company for a period of five years i.e. to hold office from the conclusionof 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting ofthe 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 undersection 143(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 2020-21.

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 2020-21.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 - II.

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/wp-content/uploads/2019/01/Related-Party-Transaction- Policy.pdf

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/wp-content/uploads/2018/12/CSR- policy.pdf

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

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 I.

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 theorganisation 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 uncertaintiesthat can impact its ability to achieve its strategic objectives. Your Company’smanagement systems organisational structures processes standards code of conduct andbehaviours together governs how the Group conducts the business of the Company and managesassociated risks.

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 adequatesafeguards against victimisation of employee who avail of the mechanism and also providesfor direct access 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 2020-21.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website athttps://kewalkiran. com/wp-content/uploads/2019/01/Whistle-Blower- Policy.pdf

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 III and forms an integral part of this report.

There are no Qualification Reservation or 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 Instituteof Company Secretaries of India on Meetings of Board of Directors General MeetingDividend and The Board’s Report.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies(Management and Administration) Rules 2014 the Company is not required to provideextract of Annual Return (Form MGT-9) as part of the Board’s Report. Annual Return asat March 31 2021 is available on the weblinkhttps://kewalkiran.com/wp-content/uploads/2021/08/ Form_MGT_7-.pdf

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 soas to 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 & Co. LLP(previously known as Khimji Kunverji & 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 & Redressal) Act 2013. Internal Complaints Committee (ICC)has been 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
Chairman & Managing Director
DIN: 00029730
Place: Mumbai
Date: July 29 2021

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