KG Petrochem Ltd.
|BSE: 531609||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE902G01016|
|BSE 00:00 | 11 Aug||236.95||
|NSE 05:30 | 01 Jan||KG Petrochem Ltd|
|Mkt Cap.(Rs cr)||124|
|Mkt Cap.(Rs cr)||123.69|
KG Petrochem Ltd. (KGPETROCHEM) - Director Report
Company director report
Dear Members KG Petrochem Limited
The Board of Directors present the report of the business andoperations of KG Petrochem Limited ("the Company") along with the auditedfinancial statements for the financial year ended March 31 2022.
1. FINANCIAL PERFORMANCE
(Rs. In Lakhs except EPS)
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
During the year under review due to COVID-19 Pandemic the revenue ofthe company has been significantly increased in comparison to the previous financial year.Your Company has achieved revenue from operations of Rs. 35376.70 Lakhs as compared toRs. 29810.67 Lakhs in the previous financial year which shows an increase of 18.67%.Operational Profit (PBT) stood at Rs. 2313.97 Lakhs as compared to Rs. 2147.64 Lakhs inthe previous Financial Year. Further Segment wise result of operation is as under:-
During the year its revenue from operation from Textile Divison wasRs. 30886.58 Lakhs including export sales of Rs 25896.09 (FOB) as against Rs. 25699.82Lakhs including export of Rs. 23341.06 Lakhs in previous year the growth of the divisionis substantial. The performance of the division was well during the year.
This division looks after the consignment stockiest of GAIL (India)Ltd. for marketing and distribution of polymers in Rajasthan. During the year the AgencyDivision has sold HDPE/LLDPE Granules 20192.28 mt. amounting to Rs. 25451.47 Lakhs incomparison of 27105.22 mt. amounting of Rs.27219.54 Lakhs and earned commission ofRs.82.07 Lakhs (before tax) as compared to last year Rs. 107.05 Lakhs. The division hasperformed well during the year under review.
Garment division is doing 100% Job work only for Textile Division.
Technical Textile Division
This division looks after the manufacturing of artificial leatherthrough technical textile. During the year revenue from operation from this division wasRs. 4408.05 Lakhs including export sales of Rs. 1500.34 Lakhs (FOB) as compared to Rs.4003.80 Lakhs including export sales of Rs. 669.40 Lakhs (FOB) in previous financialyear. The performance of the division was satisfactory due to the strict lockdown. Duringthe year company had installed the second coating line machine and started production onit.
Impact of COVID-19 Pandemic
The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of Financial Year 2022 the secondwave of the pandemic overwhelmed India's medical infrastructure. The Company has used theprinciples of prudence in applying judgments estimates and assumptions to assess overallimpact of the pandemic on the business and Financial Statements for the year ended March31 2022. However due to the uncertainties associated with the pandemic the actualimpact may not be in line with current estimates. The Company will continue to closelymonitor any further development relating to COVID-19 which may have impact on businessand financial position. Further the impact assessment does not indicate any adverse impacton the ability of the company to continue as a going concern. Even amid an unprecedentedglobal crisis we continue to balance success as a business with exemplary governance andresponsiveness to the needs of all our stakeholders.
In order to conserve the resources of company the Board of Directorsare not recommending any dividend this year.
4. AMOUNTS TRANSFERRED TO RESERVES
Your Board proposed to transfer Rs. 48.58 Lakhs to General Reserve interms of Section 134(3)(j) of the Companies Act 2013 for the financial year ended onMarch 31 2022. Further the Balance specified in the individual head is detailed asbelow:
(Rs. In Lakhs)
5. CHANGE IN NATURE OF BUSINESS. IF ANY
There was no change in the nature of business of the Company during thefinancial year 2021-2022.
6. INFORMATION ABOUT SUBSIDIARIES / ASSOCIATES COMPANY/ JOINT VENTURESThe company does not have any Subsidiary/ Joint Venture and Associate Company.
7. CHANGES IN CAPITAL STRUCTURE
The Authorised Share Capital of the Company is Rs.70000000 (RupeesSeven Crores Only) divided into 7000000 (Seventy Lakhs) Equity Shares of Rs. 10.00(Rupees Ten Only) each. Further the paid up capital of the company is Rs. 52210000(Rupees Five Crores Twenty Two Lakhs Ten Thousand) divided into 5221000 (Fifty Two LakhsTwenty One Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each.
There was no public issue rights issue bonus issue or preferentialissue etc. during the year. Further The Company has not issued shares with differentialvoting rights or sweat equity shares nor has it granted any stock options during the yearunder review.
8. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company's website and can beaccessed at www.kgpetro.in
9. MATERIAL CHANGES AND COMMITMENTS
In pursuance to section 134(3)(L) of the Companies Act 2013 nomaterial changes and commitments have occurred after the closure of the financial year towhich the financial statements relate till the date of this report affecting thefinancial position of the Company.
10. MATERIAL ORDERS
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules2014 no significant or material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
11. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
Particulars of the Investments made and Advances Given made areprovided in the Financial Statements (Please refer to Note No. 12 and Note No. 17 in thefinancial Statements). Further the company has not given any Guarantee or provided anySecurity in connection with any loan taken by any person.
12. RELATED PARTY TRANSACTION
During the financial year ended March 31 2022 all transactions withthe Related Parties as defined under section 188 of the Companies Act 2013 read withRules framed there-under and Regulation 23 of the Listing Regulations were in the'ordinary course of business' and 'at arm's length' basis. Your Company does not have a'Material Subsidiary' as defined under Regulation 16(1)(c) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015('Listing Regulations').
During the year under review your Company did not enter into anyRelated Party Transactions which require prior approval of the Members. All Related PartyTransactions of your Company had prior approval of the Audit Committee and the Board ofDirectors as required under the Listing Regulations. Subsequently the Audit Committeeand the Board have reviewed the Related Party Transactions on a periodic basis. During theyear under review there has been no materially significant Related Party Transactionshaving potential conflict with the interest of the Company.
Necessary disclosures required under the AS 18 have been made in NoteNo. 44 of the Notes to the Financial Statements for the year ended March 31 2022.
Your Company has formulated a Policy on materiality of Related PartyTransactions and the said Policy has been uploaded on the website of the Company atwww.kgpetro.in Further your Company has an internal mechanism for the purpose ofidentification and monitoring of Related Party Transactions.
13. PARTICULARS OF CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY ANDFOREIGN EXCHANGE EARNING AND OUTGO
Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3)of the Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as Annexure 1' to thisreport.
14. CREDIT RATINGS
During the financial year 2021-2022 on the basis of recent developmentincluding operational and financial performance of the Company CARE Rating Agency hasreaffirmed stable rating as follows:
Further the company has been regular in making principal and interestrepayments to the Banks and financial institutions.
15. BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the financialyear ended on March 31 2022 and the attendance of the Directors are set out in theCorporate Governance Report which forms part of this report.
The frequency of board meetings and quorum at such meetings were inaccordance with the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andthe Listing Regulations
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board plays crucial role in overseeing how the management servesthe short and long term interests of shareholders and other stakeholders. This belief isreflected in our governance practices under which we strive to maintain an effectiveinformed and independent Board of Directors and keep our governance practices undercontinuous review.
As on March 31 2022 the total Board strength comprises of 8(Eight)Directors out of which 4 (Four) Directors are Executive Directors and 4 (Four) are Non-Executive Independent Directors. All Independent Directors of the company as on the dateof this report have also registered on Independent Directors in Database of IICA forIndependent Directors.
The Company's Board Members are from diverse backgrounds with skillsand experience in critical areas like Marketing Finance & Taxation Economics LawGovernance etc. Further all Independent Directors are persons of eminence and bring awide range of expertise and experience to the board thereby ensuring the best interests ofstakeholders and the Company. They take active part at the Board and Committee Meetings byproviding valuable guidance to the management on various aspects of Business PolicyDirection Compliance etc. and play critical role on issues which enhances thetransparency and add value in the decision making process of the Board of Directors. Thecomposition of the Board also complies with the provisions of the Companies Act 2013 andRegulation 17 (1) of SEBI (Listing Obligation and Disclosure Requirement) Regulations2015. The Board reviews its strength and composition from time to time to ensure that itremains aligned with the statutory as well as business requirements.
During the year under review the following changes occurred in theBoard of Directors:
A) RETIRE BY ROTATION
In accordance with the provisions of the Articles of Associationof the Company read with Section 152 of the Act Mr. Manish Singhal Managing Director ofthe Company was liable to retire by rotation at the 41st Annual General Meetingof the company and was appointed therein.
In accordance with the provisions of the Articles of Associationof the Company read with Section 152 of the Act Mr. Gauri Shanker Kandoi Chairman cumWhole Time Director of the Company is liable to retire at the ensuing Annual GeneralMeeting being eligible seeks reappointment. Based on performance evaluation and therecommendation of the Nomination and Remuneration Committee the Board recommends hisreappointment.
B) APPOINTMENT/RE-APPOINTMENT OF DIRECTOR's/KMP's
Mr. Kartik Sharma was appointed as Company Secretary andCompliance Offer of the company with effect from August 20 2021.
Mr. Kuldeep Sharma was regularized as an Executive Director ofthe company at the 41st Annual General Meeting.
Mr. Anand Mishra was re-designated as Director (IndependentNon-Executive) of the company at the 41st Annual General Meeting.
Mr. Kuldeep Sharma was appointed and re-designated as Whole TimeDirector of the Company commencing from September 28 2021 for a period of 3 (Three) yearsat the 41st Annual General Meeting.
Mr. Aditya Trivedi was appointed as Company Secretary andCompliance Offer of the company with effect from October 29 2021.
Mr. Ajay Kumar Sharma was appointed as an Additional Director(Executive) by Board of Directors of the Company on January 03 2022.
Mr. Vikas Damani was appointed as an Additional Director(Independent Non-Executive) by Board of Directors of the Company on January 03 2022.
C) RESIGNATION OF DIRECTOR's/KMP's
Ms. Antima Madhani resigned as Company Secretary and ComplianceOffer of the company with effect from June 26 2021.
Mr. Kartik Sharma resigned as Company Secretary and ComplianceOffer of the company with effect from October 23 2021.
Mr. Kuldeep Sharma Whole Time Director of the company hasresigned with effect from November 13 2021.
Mr. Jai Prakash Khandelwal Independent Director of the companyhas resigned with effect from January 03 2022.
After the closure of the year under review the following changesoccurred in the constitution of the Board:
A) RESIGNATION OF DIRECTOR
Mr. Vikas Damani Additional Independent Director of the companyhas resigned from the post of directorship of the company w.e.f. April 03 2022 due toexpiry of his tenure as per regulation 17(1)(c) of SEBI (LODR) Regulations 2015. TheBoard place on record its appreciation for the assistance and guidance provided by himduring his tenure as Director of the Company.
Mr. Ajay Kumar Sharma Additional Director (Executive) of thecompany has resigned from the post of directorship of the company w.e.f. April 03 2022due to expiry of his tenure as per regulation 17(1)(c) of SEBI (LODR) Regulations 2015.The Board place on record its appreciation for the assistance and guidance provided by himduring his tenure as Director of the Company.
B) APPOINTMENT OF DIRECTOR
The company has duly appointed back Mr. Vikas Damani after goingthrough the eligibility as per the Act the Board has appointed him as an AdditionalIndependent Director on June
01 2022 and it is proposed to appoint him for the term of 5consecutive years as per terms and condition defined under resolution in the Notice ofAnnual General Meeting.
The company has duly appointed back Mr. Ajay Kumar Sharma aftergoing through the eligibility as per the Act the Board has appointed him as an AdditionalDirector (Executive) on June 01 2022 and it is proposed to appoint him as an ExecutiveDirector as per terms and condition defined under resolution in the Notice of AnnualGeneral Meeting.
Necessary resolutions for the appointment/re-appointment of aforesaidDirectors wherever applicable have been incorporated in the notice convening the ensuingAGM. As required under the listing regulations and Secretarial Standards on GeneralMeetings issued by ICSI the relevant details of Directors retiring by rotation and/orseeking appointment/re-appointment at the ensuing AGM are furnished as"Annexure-A" to the notice of AGM.
17. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations all Independent Directors of the Company have givendeclaration that they meet the criteria of independence.
It is to be further noted that as per the provisions of Rule 6 of theCompanies (Appointment and Qualifications of Directors) Rules 2014 (as amended from timeto time) all four Independent Directors of the company have registered their name asIndependent Directors in Database of IICA and Mr. Anand Mishra Mr. Bridhi Chand Sharmaand Mr. Vikas Dhamani have passed the online proficiency self-assessment test and Mr.Kamlesh Sharma is exempted to clear the said online proficiency self-assessment test.
The terms & conditions for the appointment of Independent Directorsare given on the website of the Company' website and can be accessed at i.e.www.kgpetro.in.
Further in terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties. The Independent Directors have also confirmed that theyhave complied with the Company's code of conduct prescribed in Schedule IV to theCompanies Act 2013.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Act and the ListingRegulations the Company has put in place a familiarization programme for the IndependentDirectors with regard to their roles rights and responsibilities in the Company andprovides details regarding the nature of the industry in which the Company operates thebusiness models of the Company etc. which aims to provide
insight to the Independent Directors to understand the business of theCompany. Upon induction the Independent Directors are familiarized with their rolesrights and responsibilities.
The details of the familiarization program for Independent Directorsare available on the Company's website and can be accessed at www.kgpetro.in.
19. FORMAL ANNUAL EVALUATION
The performance of the board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017. In aseparate meeting of independent directors performance of non-independent directors theBoard as a whole and Chairman of the Company was evaluated taking into account the viewsof executive directors and non-executive directors.
The Chairman's performance evolution was linked to both the functioningof the board as a whole as well as the performance of each director. Independent directorsreviewed the performance of the chairman of the Company after seeking inputs from theexecutive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
At the board meeting that followed the meeting of the independentdirectors and meeting of Nomination and Remuneration Committee the performance of theBoard its Committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire Board excluding the independent directorbeing evaluated.
The performance evaluation of Managing Directors and Executivedirectors of the Company was done by all the directors (excluding the director beingevaluated). The Board founded the evaluation satisfactory and no observations were raisedduring the said evaluation in current year as well as in previous year.
20. AUDITOR AND REPORT THEREON
A. STATUTORY AUDITOR
M/s. R. Sogani & Associates Chartered Accountants (FirmRegistration Number: 018755C) were appointed as Statutory Auditors of the Company at theAnnual General Meeting held on September 09 2019 for a period of five years from theconclusion of 39th Annual General Meeting till the conclusion of 44thAnnual General Meeting.
In this regard and rules made there-under the Company has receivedcertificate from the in accordance with provisions of Section 141 of the Act.
M/s. R. Sogani & Associates Chartered Accountants have submittedtheir Report on the Financial Statements of the Company for the Financial Year 2021-22which forms part of the Annual Report 2021-22.
There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Reports that may call for anyexplanation from the Directors.
As per sub section 12 of section 143 of the Act during the financialyear no fraud was reported by the Auditor of the Company in their Audit Report.
B. SECRETARIAL AUDITOR
The Board of the company in compliance with section 204 of theCompanies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 appointed M/s ARMS & Associates LLP CompanySecretaries (FRN P2011RJ023700) as the Secretarial Auditor to conduct the audit of thesecretarial records of the company for the Financial Year 2021-22.
The Secretarial Auditors' Report for the financial year 2021-2022 doesnot contain any qualification reservation or adverse remark. The Secretarial Auditors'Report in Form MR-3 is enclosed as Annexure 2 to the Board's report.
M/s ARMS & Associates LLP Practicing Company Secretaries areappointed as secretarial auditor of the Company for the financial year 2022-2023 asrequired under Section 204 of the Companies Act 2013 and Rules there under. During thefinancial year 2021-2022 no fraud was reported by the Secretarial Auditor of the Companyin their Audit Report.
Annual Secretarial Compliance Report
The Company has obtained an Annual Secretarial Compliance Report forthe financial year ended March 31 2022 from M/s. ARMS & Associates LLP in compliancewith the Regulation 24A of the SEBI Listing Regulations and the SEBI circularCIR/CFD/CMD1/27/2019 dated February 8 2019. The said Report for the financial year endedMarch 31 2022 has been submitted to the Stock Exchanges within the prescribed statutorytimelines and annexed to the Report on Corporate Governance.
C. INTERNAL AUDITOR
In accordance with the provisions of section 138 of the Companies Act2013 and rules made thereunder the Board of Directors of the Company has appointed M/sArpit Vijay & Co. Chartered Accountants Jaipur (FRN: 017737C) as Internal Auditorsof the Company for the financial year 2021-22.
The Internal Audit Report was received quarterly by the Company and thesame were reviewed and approved by the Audit Committee and Board of Directors. Thequarterly Internal Audit Report received for the financial Year 2021-22 is free from anyqualification further the notes on accounts are self-explanatory and the observationswere looked into by the management.
During the financial year 2021-2022 no fraud was reported by theInternal Auditor of the Company in their Audit Report.
M/s Arpit Vijay & Co. Chartered Accountants Jaipur have beenre-appointed by the Board to conduct the Internal Audit of the Company for the financialyear 2022-2023.
D. COST AUDITOR
In accordance of section 148 read with Sub Rule (3) of Rule 4 ofCompanies (Cost Records & Audit) Rules 2014 Cost Audit for the FY 2021-2022 is notapplicable on the company as the export turnover of the company is more than 75% of itstotal turnover.
21. COMMITTEES OF BOARD
As on March 31 2022 the Board had five committees: the auditcommittee the corporate social responsibility committee the nomination and remunerationcommittee the stakeholders relationship committee and the finance committee.
During the year all recommendations made by the committees wereapproved by the Board.
A detailed note on the composition charters and meetings held duringthe year and attendance thereat is provided in the Corporate Governance report.
22. INSIDER TRADING PREVENTION CODE
Pursuant to the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 and amendments thereto theCompany has adopted an 'Internal Code of Conduct for Regulating Monitoring and Reportingof Trades by Designated Persons' ("the Code").
This Code is applicable to Promoters Member of Promoter's Group allDirectors and such Designated Employees and other connected persons who are expected tohave access to unpublished price sensitive information relating to the Company. TheCompliance Officer shall regulate monitor and report trading adherence to the PITRegulations. The same is available on the website of the Company at www.kgpetro.in
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees in conformation with Section 177(9)of the Act and Regulation 22 of SEBI Listing Regulations to report concerns aboutunethical behavior actual or suspected fraud or violation of the Code. This Policy isavailable on the Company's website at www.kgpetro.in. It also provides for adequatesafeguards against the victimization of employees who avail the mechanism and allowsdirect access to the chairperson of the audit committee in exceptional cases. During theyear no person was denied access to the audit committee.
24. CORPORATE SOCIAL RESPONSIBILITY
The CSR initiatives and activities are aligned to the requirements ofSection 135 of the Act. The Company works primarily towards environment sustainabilitypreventive health care eradication of hunger education women empowerment contributionsto public funded Universities Indian Institute of Technology (IITs) health and hygiene.
The Report on CSR activities as required under the Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed as 'Annexure 3' and forms an integralpart of this Report. The Policy has been annexed as 'Annexure 4' of this report and thesame is also uploaded on the Company's website at www.kgpetro.in
25. RISK MANAGEMENT POLICY
The Company has developed a very comprehensive Risk Management Policyunder which all key risk and mitigation plan are compiled in three stages i.e. Riskassessment/ evaluation Risk Reporting and Management of the risk evaluated and reported.The objective of the policy is to create and protect shareholders' value by minimizingthreats or losses and identifying and maximizing opportunities. The Risk ManagementPolicy defines the risk management approach across the enterprise at various levelsincluding documentation and reporting.
26. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT AT WORKPLACE
In order to prevent sexual harassment of women at work place "TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" was notified on December 09 2013 under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
In terms of the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Company has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace.
Company has formed an "Internal Complaints Committee" forprevention and redressal of sexual harassment at workplace. The Committee is havingrequisite members and is chaired by a senior woman member of the organization. Furtherthe Company has not received any complaint of sexual harassment during the financial year2021-2022. The following is a summary of sexual harassment complaints received anddisposed of during the year 2021-2022:-
27. HUMAN RESOURCE MANAGEMENT HEALTH AND SAFTEY
During the year the Company had cordial relations with workers staffand officers. The shop floor management is done through personal touch using variousmotivational tools and meeting their training needs requirements. The company has takeninitiative for safety of employees and implemented regular safety audit imparted machinesafety training wearing protective equipment's etc.
Company continued to focus on attracting new talent while investing inorganic talent development to help employees acquire new skills explore new roles andrealize their potential. The Company believes in empowering its employees through greaterknowledge team spirit and developing greater sense of responsibility. The total count ofregular employees as at March 31 2022 was 1340.
28. NOMINATION AND REMUNERATION POLICY
The Company's policy on Appointment and Remuneration of DirectorsSenior Management Personnel and other matters as per the provisions of section 178 (3) ofthe Act is available on the Company's website and can be accessed at www.kgpetro.in .
Further the salient features of the policy have been disclosed in theCorporate Governance Report which is a part of this Report.
29. PARTICULARS OF EMPLOYEES
The disclosure as required under the provisions of section 197 of theAct read with rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the company will be provided uponrequest. In terms of first proviso to section 136(1) of the Act the annual report andaccounts excluding the aforesaid information are being sent to the shareholders and othersentitled thereto. The said information is available for inspection by the shareholders atthe registered office of the company during business hours on working days of the companyup to the date of ensuing annual general meeting. Any shareholder interested in obtaininga copy thereof may also write to the company.
During the financial year under review your Company has neitherinvited nor accepted or renewed any fixed deposit from public shareholders or employeesand no amount of principal or interest on deposits from public is outstanding as at theBalance Sheet date in terms of provisions of section 73 to 76 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014.
31. INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which is a part of this report.
32. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016
The company has not made any application during the financial year2021-2022.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under reviewas stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015('Listing Regulations') is presented in a separate section forming part of the AnnualReport as 'Annexure 5'.
34. CORPORATE GOVERNANCE
The company is committed to follow best Corporate Governance practicesand adheres to the Corporate Governance requirements set by the Regulators under theapplicable laws/regulations. In line with the foregoing the company has adopted a Code ofCorporate Governance which acts as a guide to the company and the Board on the bestpractices in the Corporate Governance.
A separate section on Corporate Governance standards followed by thecompany and the relevant disclosures as stipulated under Listing Regulations CompaniesAct 2013 and rules made there under forms part of the Annual Report.
A certificate from M/s. ARMS & Associates LLP Practicing CompanySecretaries conforming compliance by the company to the conditions of CorporateGovernance as stipulated under Listing Regulations is annexed to the Report on CorporateGovernance which forms part of the Annual Report as 'Annexure 6'.
35. CODE OF CONDUCT AND ETHICS
The members of the Board and Senior Management Personnel have affirmedcompliance with the Code of Conduct applicable to them during the year ended March 312022. A certificate by the Chief Financial Officer and Managing Director on thecompliance declarations received from the members of the Board and Senior Management formspart of this report.
36. LISTING OF EQUITY SHARES
The equity shares of the Company are listed on BSE Ltd. on the MainBoard Platform in the list of 'X' Group. Further the listing fees for the Financial Year2022-2023 have been duly paid by the company.
37. DEMATERIALISATION OF SHARES
The Company's shares are compulsorily traded on the floor of the stockexchanges in electronic form by all investors . Equity shares of the Company representing97.56 percent of the Company's equity share capital are dematerialized as on March 312022. Under the Depository System the International Securities Identification Number(ISIN) allotted to the Company's shares is INE902G01016.
38. DETAILS OF NON-COMPLIANCE BY THE COMPANY
KG has complied with all the requirements of regulatory authorities. Nopenalties/strictures were imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital markets during the last three years
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUNDIIEPF)
Pursuant to sections 124 and 125 of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") there was no unclaimed/ unpaid dividendhence the company is not required to transfer any amount to Investor Education andProtection Fund.
40. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:
i) in the preparation of annual accounts for the year ended March 312022 the applicable accounting standards have been followed along with properexplanations and disclosures relating to material departures if any;
ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of the affairs of the Company as at March 31 2022and of the profit of the Company for year ended on that date;
iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;
vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and are operatingeffectively.
41. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
The Board of Directors affirm that the company has complied with theapplicable Secretarial Standards issued by the Institute of Companies Secretaries of IndiaSS-1 and SS-2 respectively relating to Meetings of the Board its Committees and theGeneral Meetings.
Your Board is grateful for the continuous patronage of our valuedcustomers and remains committed to serving their needs by delivering more style andcomfort at every step. Our Board acknowledges and appreciates the relentless efforts byemployees workmen and staff including the Management headed by the Executive Directorswho have all worked together as a team in achieving a commendable business performanceyear on year.
Your Board wishes to place on record their appreciation for theco-operation and support received from the Banks Government Authorities CustomersSuppliers BSE CDSL NSDL Business Associates Shareholders Auditors FinancialInstitutions and other individuals/ bodies for their continued co-operation and support.
Your Board wishes to place on record its deep appreciation of theIndependent Directors and the Non-Executive Directors of the Company for their greatcontribution by way of strategic guidance sharing of knowledge experience and wisdomwhich helps your Company to take the right decisions in achieving its business goals andto maintain its position as one of the leading players in Fabrics Industry in India andaround the world.