Khadim India Ltd.
|BSE: 540775||Sector: Others|
|NSE: KHADIM||ISIN Code: INE834I01025|
|BSE 00:00 | 11 Jun||197.10||
|NSE 00:00 | 11 Jun||196.50||
|Mkt Cap.(Rs cr)||354|
|Mkt Cap.(Rs cr)||354.19|
Khadim India Ltd. (KHADIM) - Director Report
Company director report
The Directors are pleased to present the 38th Annual Report on the businessand operations of Khadim India Limited ("the Company") together with theAudited Financial Statements for the financial year ended March 312019.
The Financial Highlights are set out below:
The Directors of your Company are pleased to recommend a dividend of र 1/- per equityshare of face value of र 10/- each for the financial year ended March 312019 subject tothe approval of the shareholders of the Company at the ensuing Annual General Meeting. Thetotal cash out flow on account of the dividend payment would be र 21.66 million.
The dividend payout is in accordance with the Company's dividend distribution policywhich has been voluntarily adopted by the Company vide its Board meeting dated May र 172019. The said policy is available on the Company's website www.khadims.com at the linkhttps://www.khadims.com/dividend-distribution-policy/.
No amount has been transferred to the General Reserve for the financial year endedMarch 312019.
Operations and State of Company's Affairs
The revenue generated from operations for the financial year 2018-19 stood at र 7991.81million which was higher by 6.74% from the financial year 2017-18. The profit for the yearwas र 211.70 million in comparison to र 379.01 million for the last financial year.
The details of Company's affairs has been included in the Management Discussion andAnalysis Report forming part of this report.
The details in regard to Internal Financial Control and its adequacy are included inthe Management Discussion & Analysis Report which is a part of this Report.
Employee Stock Option Plan
There has been no material change in the Employee Stock Option Scheme (ESOP) during theyear under report. Disclosures with respect to ESOP as required under regulation 14 of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014are available in the Notes to the Financial Statements. A certificate from M/s. DeloitteHaskins & Sells Statutory Auditors of the Company with respect to the implementationof the Company's ESOP would be placed before the shareholders at the ensuing AnnualGeneral Meeting. A copy of the same will also be available for inspection at theregistered office of the Company.
During the year 4417 Equity Shares of र 10/- each fully paid up were issued andallotted upon exercise of 4417 options under the Employee Stock Option Plan of theCompany. Consequently the issued subscribed and paid up share Capital of your Companystands increased to र 179696140 divided into 17969614 Equity Shares of face value of' 10/- each.
Change(s) in the nature of the business
There has been no change(s) of business of the Company or in the nature of businesscarried on by the Company during the financial year under review.
Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year to which the financialstatements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date on which this Report has been signed.
Significant and material orders passed by the regulators/courts/tribunals impacting thegoing concern status and the Company's operations in future
During the year under review no significant and material orders have been passed bythe regulators / courts / tribunals that may impact the going concern status and theoperations of the Company in future.
Subsidiaries joint ventures and associate companies
The Company does not have any subsidiary company / associate company / joint venturecompany. However the Company is in the process of incorporating a wholly owned subsidiaryCompany in Bangladesh in accordance with the in principle approval given by the Board ofDirectors vide its meeting dated February 07 2019.
The Company has not accepted any deposit from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 and assuch no unclaimed / unpaid matured deposits or interest thereon was due as on March312019.
Corporate Social Responsibility
Your Company believes that Corporate Social responsibility (CSR) is an integral part ofits business. It seeks to operate its business in a sustainable manner which would benefitthe Society at large in alignment with the interest of its stakeholders. As per therequirements of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibilities your Company has duly constituted a CSR Committee.
The CSR Policy of the Company framed under the provisions of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 is available on the Company's website www.khadims.com. The Annual Report onCSR activities for the financial year ended March 312019 along with the composition ofCSR Committee is marked as Annexure - I and forms part of this Report.
Risk Management Policy
The Company's Risk Management Policy recognizes that risk is an integral part of anybusiness and the Company is committed to manage the risk in a proactive and efficientmanner.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower policy and it has establishedadequate vigil mechanism for its employees and directors to report concern about unethicalpractice. No person has been denied access to the Chairman of the Audit committee. Thelatest Vigil Mechanism / Whistle Blower Policy is available athttps://www.khadims.com/policy-on-vigil- mechanism/.
Directors and Key Managerial Personnel
Your Company's Board is duly constituted in compliance with the requirement of theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations).
The Independent Directors have confirmed that they meet the criteria of Independence asrequired under sub Section 7 of Section 149 of the Companies Act 2013 and the ListingRegulations.
The Board was also of the opinion that Independent Directors meet the criteria ofindependence under sub section 6 of Section 149 of the Act and Regulation 16(1)(b) of theListing Regulations.
There has been no change in the circumstances affecting their status as independentdirectors of the Company.
Ms. Namrata Ashok Chotrani (DIN: 00390845) and Mr. Ritoban Roy Burman (DIN: 08020765)were appointed as Non-Executive Directors (additional) of the Company with effect fromDecember 14 2017 by the Board of Directors of the Company.
Mr. Alok Chauthmal Churiwala (DIN: 02043221) was appointed by the Board as anIndependent (additional) Director of the Company with effect from May 112018.
The said appointments had been confirmed by the members vide its Annual General Meetingdated September 06 2018.
A Postal Ballot Notice dated March 26 2019 has been sent to all the members seekingtheir consent for continuation of office of Dr. Indra Nath Chatterjee (DIN: 00122677) asan Independent Director of the Company on attaining 75 years of age on June 15 2019 andhis re - appointment as an Independent Director for a second term of 5 consecutive yearscommencing from September 29 2019 till September 28 2024.
Ms. Namrata Ashok Chotrani (DIN: 00390845) Non-Executive Director retires by rotationat the ensuing Annual General Meeting and being eligible offered herself forre-appointment. The brief profile of Ms. Chotrani and other relevant information underRegulation 36 of the Listing Regulations and Secretarial Standard on General Meetings withrespect to Director seeking re-appointment has been provided in the Notice conveningAnnual General Meeting. Your Directors recommend her re-appointment at the ensuing AnnualGeneral Meeting.
The Board has re-appointed subject to approval of the members of the Company Mr.Siddhartha Roy Burman (DIN: 00043715) as the Chairman & Managing Director (also asWhole - time "Key Managerial Personnel") of the Company for a period of 5(five)years with effect from April 012019. Approval of the members of the Company is beingsought by way of special resolution at the ensuing Annual General Meeting of the Companyfor the said re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company as on March 31 2019 are:
Mr. Siddhartha Roy Burman Chairman & Managing Director Ms. Ishani Ray ChiefExecutive Officer Mr. I ndrajit Chaudhuri Chief Financial Officer and Mr. Abhijit DanCompany Secretary & Head - Legal.
The Board of Directors at its meeting held on March 26 2018 has approved theappointment of Ms. Ishani Ray as the Chief Executive Officer (CEO) and Mr. I ndrajitChaudhuri as the Chief Financial Officer (CFO) of the Company with effect from April012018. Prior to this Ms. Ishani Ray and Mr. Indrajit Chaudhuri held the position of CFOand General Manager- Commercial & Strategic Planning of the Company respectively.
Familiarisation Programme for Independent Directors
The Company has put in place an Induction and Familiarisation Programme. The details ofsuch Familiarization Programme are mentioned in the Report on Corporate Governance whichforms part of this Annual Report and the same is available at the linkhttps://www.khadims.com/familiarization-programme-independent-director/.
Separate Meeting of Independent Directors
In terms of requirements of Schedule IV of the Companies Act 2013 and the ListingRegulations the Independent Directors of the Company met separately on November 2 2018and March 26 2019.
Company's Policy on Appointment and Remuneration of Directors
The Company has been following a policy namely "Nomination and RemunerationPolicy" with respect to appointment and remuneration of Directors Key ManagerialPersonnel (KMP) and Senior Management Personnel. The appointment of Directors
KMP and Senior Management is subject to the recommendation of the Nomination andRemuneration Committee (NRC). Based on the recommendation of the NRC the remuneration ofExecutive Director comprises of Basic Salary Perquisites Allowances and Commission inaccordance with the provisions of the Companies Act 2013. The remuneration ofNon-Executive Directors comprises of sitting fees and commission in accordance with theprovisions of Companies Act 2013.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in conformity with therequirement of Section 178 (3) of the Companies Act 2013 and Listing Regulations. Theobjectives and key features of this Policy are:
Formulation of the criteria for determining qualifications positive attributesand independence of the Directors Key Managerial Personnel and Senior ManagementPersonnel;
Devising a policy on Board diversity;
Identifying persons who are qualified to become Directors and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy;
Directors' induction and continued updation as and when required of their rolesresponsibilities and liabilities;
Formulation of criteria for performance evaluation of the Board its Committeesand Directors including Independent Directors/ Non-Executive Directors;
Aligning the remuneration of Executive Directors Key Managerial Personnel andSenior Management Personnel with the Company's financial position industrial trendsremuneration paid by peer companies etc.; and
Recommend to the Board all the remuneration in whatever form payable to theSenior Management.
The guiding principles of the Policy are:
The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;
Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.
The aforesaid Nomination and Remuneration Policy has been uploaded on the website ofyour Company www.khadims.com and is available at the link:https://www.khadims.com/policy-on-nomination-remuneration-committee/
Meetings of the Board
During the year five meetings of the Board were held. The details of meetings of theBoard held during the financial year 2018-19 have been provided in the CorporateGovernance Report which forms part of the Report.
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this Report.
Extract of Annual Return
The details forming part of extract of the Annual Return in Form MGT-9 in accordancewith Section 92(3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 has been enclosed with this report as Annexure II anduploaded in the website of the Company www.khadims.com.
Particulars of contracts and arrangement with Related Parties
All transactions entered by the Company with Related Parties during the financial year2018-19 as defined under Section 2(76) of the Companies Act 2013 read with the Companies(Specification of Definitions Details) Rules 2014 were in the Ordinary Course of Businessand at Arm's Length pricing basis. There were no materially significant transactions withRelated Parties during the financial year 2018-19 which were in conflict with theinterest of the Company. Suitable disclosures as required under Ind AS 24 have been madein the Notes to the financial statements.
Accordingly the disclosure in Form AOC-2 pursuant to section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is notrequired. The policy on Related Party Transactions can be accessed on the website of theCompany www.khadims.com.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rulesmade thereunder the Company had re - appointed Mr. Binod Kumar Gupta (Membership No.A12965 C.P. No. 3242) of M/s. BKG & Company Company Secretaries to conduct theSecretarial Audit for the Financial Year 2019-20.
The Secretarial Audit Report for the Financial Year ended March 312019 is annexedherewith and marked as Annexure - III to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.
The Company has devised adequate systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and suchsystems are operating effectively.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 ("the Act") yourDirectors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the financial year ended March312019 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and of the profit ofthe Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively duringthe financial year ended March 312019.
M/s. Deloitte Haskins & Sells (Firm Registration No. 302009E CharteredAccountants) was re-appointed by the members of the Company at the 37th AnnualGeneral Meeting as Statutory Auditors of the Company for a second term of 5 (Five)consecutive years commencing from the conclusion of the Annual General Meeting held onSeptember 06 2018 till the conclusion of the 42nd Annual General Meeting to beheld in the year 2023.
The Auditors' Report on the Annual Accounts of the Company forms part of the AnnualReport of the Company.
The Auditors' Report does not contain any qualification reservation or adverse remarkor disclaimer.
There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act 2013.
Although the Company is not coming under the purview of compulsory cost audit as perthe Companies Act 2013 your Company has continued with the services of the Cost Auditorfor the financial year 2018-2019 and for the succeeding financial year.
Particulars of Loans Investments and Guarantees
During the financial year 2018-19 the Company has not made any investment has notgiven any loans has not provided any guarantees has not provided any security inconnection with any loan has not acquired securities by way of subscription purchase orotherwise in excess of the thresholds provided in Section 186 of the Companies Act 2013.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The information on 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 are given in Annexure - IV forming part ofthis Report.
Managerial Remuneration Particulars of Employees and related disclosure
Details of remuneration as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed as Annexure - V and VI respectively.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices and has zero tolerance for sexual harassment at workplace. It is the continuousendeavour of the management of the Company to create and provide an environment to all itsemployees that is free from discrimination and harassment including sexual harassment. TheCompany has adopted a policy on Prevention of Sexual Harassment at Workplace. An InternalComplaint Committee (ICC) with requisite number of representatives has been set up toredress complaints relating to sexual harassment if any. The Policy is gender neutral.All employees (permanent contractual temporary trainees) are covered under this Policy.
The Policy under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules framed thereunder is available in the website of theCompany at www.khadims.com . No complaints relating tothe sexual harassment has been received during the year under report.
Annual Performance Evaluation of the Directors
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the Listing Regulations based on the criteria such as number of Board and Committeemeetings attended during the year contributions to the decision making and relevantexpertise to the Board etc. the Board of Directors has carried out the annual performanceevaluation of the entire Board Committees and all the Directors based on the criterialaid down by the Nomination and Remuneration Committee.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Chairman of the Company and the Board as a whole was evaluated.
A Report on Corporate Governance along with a Certificate from the Statutory Auditorsconfirming of corporate governance requirements as stipulated under Listing Regulations isenclosed as Annexure - VII and forms part of this Annual Report. The said report alsocontains a certificate from a practising Company Secretary confirming that none of theBoard of Directors of the Company has been debarred or disqualified from being appointedor continuing as director of the Company as prescribed under Listing Regulations.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Listing Regulations is presented in a separatesection forming a part of this Report.
Statements in the Annual Report including those which relate to Management Discussionand Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the financial institution banks merchant bankers legalconsultants registrar government authorities customers vendors and members during theyear under review. Your Directors also acknowledge the continued support received frominvestors and shareholders and the confidence reposed by them. Your Directors also wish toplace on record their deep sense of appreciation for the committed service by theexecutives staffs and workers of the Company.