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KHFM Hospitality & Facility Mgt. Services Ltd.

BSE: 535159 Sector: Services
NSE: KHFM ISIN Code: INE00UG01014
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KHFM Hospitality & Facility Mgt. Services Ltd. (KHFM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 14th Annual Report on theaffairs of the Company together with the Audited Financial Statements for the financialyear ended on March 31 2020

FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The financial results for the year ended 31st March 2020 and the corresponding figuresfor the last year are as under:

PARTICULARS Financial Year 2019-20 Financial Year 2018-19
Turnover 1152489456 780011978
Other Income 6892197 2049075
Profit Before Depreciation Interest and Tax 95611485 89428233
Interest 43049407 49708898
Profit Before Depreciation and Tax 52562078 39719345
Depreciation and amortization expense 2831821 3179641
Profit Before Tax 30514999 36539704
Tax Expenses:
Current Tax 9096814 9949257
Reversal of Provision of Income Tax (3271206) 1129460
Deferred Tax (87282) (1741685)
Profit / (Loss) for the Year 43991931 26312126

1. IMPACT OF COVID OWING TO COVID 19 PANDEMIC

The COVID-19 pandemic has posed unprecedented challenges all over the world. Allsocieties industries and businesses are impacted and our company is no Exemption. TheCompany has assessed that customers in Hospitality sector are more prone to immediateimpact due to disruption in supply chain and drop in demand while customers in Facilitymanagement sector would re-prioritise their discretionary spend in immediate future toconserve resources and assess the impact that they would have due to dependence ofrevenues from the impacted verticals. The Company has considered such impact to the extentknown and available currently. However the impact assessment of COVID-19 is a continuingprocess given the uncertainties associated with its nature and duration.

The Company has taken steps to assess the cost budgets required to complete itsperformance obligations in respect of fixed price contracts and incorporated the impact oflikely delays / increased cost in meeting its obligations. Such impact could be in theform of provision for onerous contracts or re-setting of revenue recognition where revenueis recognized on percentage-of-completion basis. The management has also assessed theimpact of any delays and inability to meet contractual commitments and has taken actionssuch as engaging with the customers to agree on revised Service - Level Agreements inlight of current crisis invoking of force-majeure clause etc. to ensure that revenuerecognition in such cases reflect realisable values.

The management has specifically evaluated the potential impact with respect tocustomers in Hospitality sector which could have an immediate impact and the rest whichcould have an impact with a lag. The Company closely monitors its customers who are goingthrough financial stress and assesses actions such as change in payment terms discountingof receivables with institutions on no-recourse basis recognition of revenue oncollection basis etc. depending on severity of each case.

2. COMPANY'S PERFORMANCE REVIEW:

The Company continues to see a growth in its overall performance in the financial year2019-20. The revenue from operations for FY 2019-20 is Rs. 1152489456/- increased by47.75% and profit after tax is at Rs. 43991931/- increased by 67.19% as compared toprevious year.

3. DIVIDEND

Considering the profit growth and future prospects of the Company the Directors havedecided to recommend the Final Dividend of Rs. 0.25 per share (2.5% on the Face Value ofthe Share) on 9699000 Equity Shares of the Company of Rs. 10/- each for Financial Yearended on March 2020.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves for the financialyear ended March 31 2020.

5. CHANGES IN NATURE OF THE BUSINESS IF ANY

The Company Continued to carry Business of Integrated Hospitality & FacilityManagement and there was no change in the nature of business or operations of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIALS YEAR AND TILL THE DATE OF THEREPORT

Company has successfully completed Initial Public Offer (IPO) of 2949000 EquityShares of Rs. 10 each at a Price of Rs. 36/- per shares and Listed its Equity Shares onNSE Emerge Platform (SME Platform of NSE) with effect from April 12 2019.

There have been no other 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.

Further during the Financial Year under report no significant or material order hasbeen passed by any of the regulators or courts or tribunals impacting the going concernstatus and operations of the Company in future.

7. SHARE CAPITAL

During the Financial Year 2019-20 Company issued and allotted 2949000 Equity Sharesof Rs. 10/- Each at a Cash Price of Rs. 36/- per Share (Including premium of Rs. 26/- pershare) by Initial Public Offering (IPO).

As on March 31 2020 the Authorized Share Capital of the Company is Rs. 120000000/-divided into 12000000 Equity Shares of Rs. 10/- each and Paid up Share Capital of theCompany is Rs. 96990000/- consisting of 9699000 Equity Shares of Rs. 10/- each.

8. DEMATERIALISATION OF EQUITY SHARES

The entire shareholding of the Company is in demat mode. The ISIN No. Allotted isINE00UG01014.

9. DEPOSITS

During the year under review the Company has not accepted or renewed any deposits frompublic falling within the purview of the provisions of Section 73 and 76 of the CompaniesAct 2013 ("the Act") and the Rules framed there under.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF

THE COMPANIES ACT 2013

The Company did not grant/make any loan/Investment and provide any guarantee in respectof loans availed by others under provisions of Section 186 of Companies Act 2013 andRules framed there under during the Financial Year under Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions/contracts/arrangements that were entered into by theCompany during the year under review were on an arm s length basis and were in compliancewith the applicable provisions of the Act and the Listing Regulations. There are nomaterial significant related party transactions entered into by the Company with itsPromoters Directors KMP or Senior Management Personnel which may have a potentialconflict with the interest of the Company at large. All related party transaction asrequired under AS-18 are reported in the notes to financial statement of the Company. FormAOC - 2 forming part of this Directors Report is attached herewith as Annexure I.

All related party transactions were placed before the Audit Committee for its approvaland noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are foreseen and of a repetitive nature.

12. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

As on 31st March 2020 the Company does not have any subsidiary jointventure and associate company.

13. CONVENING OF ANNUAL GENERAL MEETING THROUGH AUDIO VISUAL MEANS

Considering the present COVID-19 pandemic the Ministry of Corporate Affairs ( MCA )has vide its General Circular No. 20/2020 dated May 05 2020 read with General CircularNo. 14/2020 dated April 08 2020; General Circular No. 17/2020 dated April 13 2020(collectively referred to as MCA Circulars ) and other applicable circulars issued by theSecurities and Exchange Board of India ( SEBI ) permitted convening the Annual GeneralMeeting through Video Conference (VC)/Other Audio Visual Means (OAVM) without thephysical presence of the Members at a common venue. In compliance with the MCA Circularsapplicable provisions of the Companies Act 2013 and Listing Regulations the 14th AnnualGeneral Meeting of your Company will be convened and conducted through VC/OAVM.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial personnel of the Company as on March 31 2020 areas below:

Sr. No. Name Designation DIN/PAN
1. Ravindra Malinga Hegde Managing Director 0001821002
2. Sujata Ravindra Hegde Executive Director 0001829352
3. Ravi Vimal Nevatia Independent Director 0007200190
4. Brahm Pal Singh Independent Director 0008045923
5. Saurav Hegde Non-Executive Director 0008116567
6. Naveen Alias Carvallo Chief Financial Officer AEPPC7684B

ii. During the Financial year 2019-20:

Change in Board of Directors and KMP s:

Mr. Abhibrat Shankar Kumar Das Independent Director of the Company resigned from theboard due to his preoccupation elsewhere vide letter dated October 22 2020 The Boardappreciated for the guidance provided by Mr. Abhibrat Shankar Kumar Das during his tenureas an independent director on the board as Independent Director

Mr. Anubhav Shrivastava Company Secretary and Compliance Officer of the Company videhis resignation letter dated March 05 2020 tendered his resignation from the post due tohis health reasons with effect from March 17 2020. The Board appreciated Mr. AnubhavShrivastava for the Services provided by him during his tenure as Company Secretary andCompliance Officer.

iii. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 the Office of Mr.Saurav Hegde (DIN: 08116567) Director liable to retire by rotation at this Annual GeneralMeeting and being eligible he has offered himself for re-appointment. Accordingly theproposal for his re-appointment has been included in the Notice convening the AnnualGeneral Meeting of the Company.

A brief resume of Director seeking appointment/re-appointment consisting nature ofexpertise in specific functional areas and name of Companies in which they holddirectorship and/or membership/chairmanships of the Committees of the respective BoardsShareholding and relationship between Directorship inter-se as stipulated under Reg. 36(3)of SEBI (LODR) Regulations 2015 are given in Section of the notice of AGM forming part ofthe Annual Report.

iv. Declaration under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and

Disclosure Requirements) Regulations 2015 from Independent Directors:

Definition of Independence of Directors is derived from regulation 16(1)(b) of theListing Regulations and section 149(6) of the Companies Act 2013 and rules framed thereunder. Your Company has received declarations from all the Independent Directors of yourCompany confirming that they meet the criteria of independence as prescribed under section149(6) of the Companies Act 2013 and regulation 16(1)(b) of the Listing Regulations.

v. Disqualification of Directors:

During the financial year 2019-20 under review the Company has received Form DIR-8 fromall Directors as required under the provisions of Section 164(2) of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014. TheBoard noted the same.

15. COMMITTEES OF THE BOARD

As on March 31 2020 the Board has constituted various committees in accordance withthe provisions of the Companies Act 2013 the details of which are given as under:

i. Audit Committee ii. Nomination and Remuneration Committee iii. StakeholderRelationship Committee

i. Audit Committee:

Your Company has constituted an Audit Committee ("Audit Committee") as persection 177 of the

Companies Act 2013. The composition of the Audit committee as follows: -

Name of the Director/Member Designation Nature of Directorship
Mr. Ravi Vimal Nevatia Chairman Independent & Non Executive Director
Mr. Brahm Pal Singh Member Independent & Non Executive Director
Mr. Ravindra Malinga Hegde Member Managing Director

All members of the Audit Committee have the requisite qualification for appointment onthe committee and possess sound knowledge of finance accounting practices and internalcontrols. All the recommendations made by the Audit Committee were accepted by the Board.The Company Secretary during his tenure has acted as a secretary to the Committee.

During the Financial Year 2019-20 the Audit Committee of the Board of Directors metThree times viz 30.05.2019 30.08.2019 and 11.03.2020.

ii. Nomination & Remuneration Committee

The constitution of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013. Nomination & Remunerationcommittee was re-constituted on 14th November 2019 after resignation of Mr.Abhibrat Shanker Kumar Das.

The Composition of the Nomination and Remuneration Committee are as under:

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Name of the Director/Member Designation Nature of Directorship
Mr. Brahm Pal Singh Chairperson Independent & Non- Executive Director
Mr. Ravi Vimal Nevatia Member Independent & Non- Executive Director
Mr. Saurav Hegde Member Non- Executive Director

During the Financial Year 2019-20 the Nomination and Remuneration Committee of theBoard of Directors met Three times viz 30.05.2019 30.08.2019 and 11.03.2020. iii.Stakeholders Relationship Committee

The Company has constituted a stakeholders relationship committee to redress thecomplaints/grievances of its shareholders/investors related to non-receipt of annualreport dividend payment issue of duplicate share certificates transmission of sharesand other related complaints. The stakeholder relationship committee was constituted asper the provisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

The composition of the Stakeholders Relationship Committee is as under:

Name of the Director/Member Designation Nature of Directorship
Mr. Saurav Hegde Chairman Independent &Non Executive Director
Mr. Brahm Pal Singh Member Non Executive Director
Mrs. Sujata Ravindra Hegde Member Non -Executive Director

During the Financial Year 2019-20 the Stakeholders Relationship Committee of the Boardof Directors met Two times viz 30.08.2019 and 14.11.2019.

16. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redresssystem. The salient features of this system are centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by the concerned companies and online viewingby investors of actions taken on the complaint and its current status. Your Company hasbeen registered on SCORES and makes every effort to resolve all investor complaintsreceived through SCORES or otherwise within the statutory time limit from the receipt ofthe complaint. The Company has not received any complaint on the SCORES during financialyear 2019-20.

17. BOARD MEETINGS

Number of Board Meetings

The board of directors of the company met 5 times during the year to deliberate onvarious matters. The meeting were held on 09.04.2019 30.05.2019 30.08.2019 14.11.2019and 11.03.2020. The interval between the two meetings was well within the maximum periodmentioned under Section 173 of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015.

Sr. No. Name of the Director No. of Board Meeting
Held Attended
1. Ravindra Malinga Hegde 5 5
2. Sujata Ravindra Hegde 5 5
3. Ravi Vimal Nevatia 5 5
4. Brahm Pal Singh 5 5
5. Saurav Hegde 5 5
6. Abhibrat Shanker Kumar Das* 5 3

*Mr. Abhibrat Shankar Kumar Das has resigned from the Board with effect from 22thOctober 2019.

18. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance itsCommittees Independent Directors Non-Executive Directors Executive Director and theChairman of the Board.

The Nomination and Remuneration Committee of the Board has laid down the manner inwhich formal annual evaluation of the performance of the Board its Committees andIndividual Directors has to be made. It includes circulation of evaluation formsseparately for evaluation of the Board and its Committees IndependentDirectors/Non-Executive Directors/Executive Director and the Chairman of your Company.

The performance of Non-Independent Directors the Board as a whole and the Committeesof the Board has been evaluated by Independent Directors in a separate meeting. At thesame meeting the Independent Directors also evaluated the performance of the Chairman ofyour Company after taking into account the views of Executive Director and Non-ExecutiveDirectors. Evaluation as done by the Independent Directors was submitted to the Nominationand Remuneration Committee and subsequently to the Board.

The performance of the Board and its Committees was evaluated by the Nomination andRemuneration Committee after seeking inputs from all the Directors on the basis ofcriteria such as the Board/ Committee composition and structure effectiveness of theBoard/Committee process information and functioning etc.

The performance evaluation of all the Directors of your Company (including IndependentDirectors Executive Director and Non-Executive Directors and Chairman) is done at theNomination and Remuneration Committee meeting and the Board meeting by all the Boardmembers excluding the Director being evaluated on the basis of criteria such ascontribution at the meetings strategic perspective or inputs regarding the growth andperformance of your Company among others. Following the meetings of Independent Directorsand of Nomination and Remuneration Committee the Board at its meeting discussed theperformance of the Board as a whole its Committees and Individual Directors.

19. DIRECTORS' RESPONSIBILITY STATEMENT

The audited accounts for the year under review are in conformity with the requirementsof the Companies Act 2013 and the Accounting Standards. The financial statements reflectfairly the form and substance of transactions carried out during the year under review andreasonably present your Company s financial condition and results of operations.

Pursuant to Section 134 (3) (C) of the Companies Act 2013 the Directors confirm that:

(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(b) The accounting policies selected have been applied consistently and judgementsand estimates are made that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at 31st March 2020 and of the profit of yourCompany for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Your company has laid down proper internal financial controls and that suchinternal financial controls are adequate and were operating effectively;

(f) Your Company has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. ENERGY CONSERVATION TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2020 is given below:

A. CONSERVATION OF ENERGY:

? The Steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However theCompany has for many years now been laying great emphasis on the Conservation of Energyand has taken several measures including regular monitoring of consumption implementationof viable energy saving proposals improved maintenance of systems etc.

? The Steps taken by Company for utilizing alternate source of energy: Nil

? The capital investment on energy conservation equipment's: Nil

B. TECHNOLOGY ABSORPTION:

? The efforts made towards technology absorption: Nil

? The benefits derived like product improvement cost reduction product developmentor import substitution: Nil ? In case of imported technology (imported during thelast three years reckoned from the beginning of the Financial Year):

a) the details of technology
b) the year of Import
c) whether the technology been fully absorbed NIL
d) If not fully absorbed areas where this has not taken place reasons therefore and future plan of action

21. EXTRACT OF THE ANNUAL RETURN

As per the requirements of section 92 (3) of the Companies Act 2013 and Rules framedthere under the extract of the Annual Return for the Financial Year ended March 31 2020is given in Annexure II in the prescribed Form MGT-9 which forms part ofthis Report. The same is available on https://www.khfm.in/annual-reports/.

22. CORPORATE GOVERNANCE

Since the Company s securities are listed on SME Emerge Platform of National StockExchange (NSE) by virtue of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 The compliance with the corporate governance provisionsas specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of schedule V are not applicable to the Company. HenceCorporate Governance does not form part of this Board s Report.

23. COMPLIANCES OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Instituteof Company Secretaries of India.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control systems commensurate with the size andcomplexity of its operations to ensure proper recording of financials and monitoring ofoperational effectiveness and compliance of various regulatory and statutory requirements.The management regularly monitors the safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of the accounting records including timelypreparation of reliable financial information.

During the year under review no material or serious observation has been received fromthe Auditors of your Company citing inefficiency or inadequacy of such controls.

25. PARTICULARS OF EMPLOYEES

The Company has no employee who is in receipt of remuneration of Rs 850000/- permonth or Rs 10200000/- per annum and hence the Company is not required to giveinformation under sub rule 2 and 3 of rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Further the following details formingpart of Annexure III to the Board Report.

Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerialpersonnel) Rules 2014 statement containing the names and other particulars of Top Tenemployees in terms of remuneration drawn by them Disclosure Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is furnishedas an Annexure IV.

27. AUDITORS

(a) Statutory Auditor

Pursuant to the provisions of section 139(1) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended from time to time M/s Bhushan Khot& Co. Chartered Accountants (Firm Registration Number: 116888W) have been appointedas Statutory Auditor of the Company for a period of five consecutive years till theconclusion of the 17th Annual General Meeting of the Company to be held in the year 2023.

Pursuant to the provisions of section 139(1) of the Companies Act 2013 as amendedwith effect from May 07 2018 ratification of the appointment of the statutory auditorsby the Members at every Annual General Meeting during the period of their appointment hasbeen withdrawn from section 139(1) of the Companies Act 2013 with effect from that date.In view of the above no resolution is proposed for ratification of appointment of theStatutory Auditor at the Annual General Meeting and a note in respect of the same hasbeen included in the Notice of the Annual General Meeting.

The Statutory Auditors have confirmed that they are not disqualified to continue asAuditors and are eligible to hold office as Auditors of the Company. The Board on therecommendation of the Audit Committee has ratified the appointment of the StatutoryAuditors for their respective remaining terms at such remuneration as may be mutuallyagreed between the Board of Directors and the Statutory Auditors from time to time

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas re-appointed M/s. Mishra & Associates Company Secretaries Mumbai to conduct thesecretarial audit for FY 2020-21. The Secretarial Audit Report issued by M/s. Mishra& Associates Company Secretaries for the FY 2019-20 is set out in Annexure‘V' to this Report.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR

COURT OR TRIBUNAL

There were no significant and material orders issued against the Company by aregulating authority or court or tribunal that could affect the going concern status andcompany s operation in future.

29. VIGIL MECHANISM

Your Company has established a robust Vigil Mechanism for reporting of concerns throughthe Whistle Blower Policy of your Company which is in compliance of the provisions ofsection 177 of the Companies Act 2013 read with rule 7 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and the Listing Regulations. The Policy provides forframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. Adequate safeguards are provided against victimization to those who avail ofthe mechanism and access to the Chairman of the Audit Committee in exceptional cases isprovided to them. The details of the Vigil Mechanism are also provided in the CorporateGovernance Report which forms part of this Annual Report and the Whistle Blower Policyhas been uploaded on the website of your Company www.khfm.in under the head investorsection.

30. REPORTING OF FRAUD BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee under section 143(12) of the Companies Act2013 any instances of fraud committed against your Company by its officers and employeesdetails of which would need to be mentioned in the Board s Report. There were no fraudsdisclosed during the Financial Year.

31. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on annual basis.

32. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended the Company has formulatedand adopted the "Code of Conduct to regulate monitor and report trading bydesignated persons in Listed" of the Company ("the Insider Trading Code").The object of the Insider Trading Code is to set framework rules and procedures which allconcerned should follow both in letter and spirit while trading in listed securities ofthe Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ( the Code ) in line with the Securities andExchange Board of India (Prohibition of Insider Trading) Amendment Regulations 2018 andformulated a Policy for determination of legitimate purposes as a part of the Code. TheCode also includes policy and procedures for inquiry in case of leakage of UnpublishedPrice Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanismfor monitoring trade in the Company s securities by the Designated Employees and theirrelatives helps in real time detection and taking appropriate action in case of anyviolation/non-compliance of the Company s Insider Trading Code.

33. MEANS OF COMMUNICATION

The Board believes that effective communication of information is an essentialcomponent of Corporate Governance. The Company regularly interacts with its shareholdersthrough multiple channels of communication such as Company's Website and stipulatedcommunications to Stock Exchange where the Company's shares are listed for announcement ofFinancial Results Annual Report Notices Outcome of Meetings Company s Policies etc.

34. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace. The Company hasadopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act) and the rules framed thereunder. All employees (permanent contractual temporary trainees) are covered under thispolicy.

35. HUMAN RESOURCE

Your Company s human resources is the strong foundation for creating many possibilitiesfor its business. During the year under review your Company added greater employee talentthrough seamless integration of acquired assets.

Continuous people development for developing knowledge and skills coupled with theTalent Management practices will deliver the talent needs of the organization. YourCompany treats its "Human Resources" as one of its most important assets. YourCompany continuously invests in attraction retention and development of talent on ongoingbasis. Your Company thrust is on the promotion of talent internally through job rotationand job enlargement.

36. WEBSITE

The Company has a website addressed as www.khfm.in. Website contains the basicinformation about the Company - details of its Business Financial InformationShareholding Pattern Contact Information of the Designated Official of the Company who isresponsible for assisting and handling investors grievances and such other details as maybe required under sub regulation (2) of Regulation 46 of the Listing Regulations 2015.The Company ensures that the contents of this website are periodically updated.

37. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A policy known as "Appointment criteria for Directors & Senior Management andtheir Remuneration

Policy" approved by the Nomination and Remuneration Committee and Board isfollowed by the Company on remuneration of Directors and Senior Management employees asrequired under Section 178(3) of the Companies Act 2013 and Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014. The Policy aims at attracting andretaining high caliber personnel from diverse educational fields and with variedexperience to serve on the Board for guiding the Management team to enhancedorganizational performance.

38. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 and rules made there under are not applicable to theCompany during the Financial Year 2019-20.

39. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and support and look forward to their continued support in future.

Your Directors very warmly thank all our employees for their contribution to yourCompany s performance. We applaud them for their superior levels of competence dedicationand commitment to your Company. We have immense respect for every person who risked theirlives and safety to fight this pandemic.

For and on behalf of the Board
FOR KHFM HOSPITALITY AND FACILITY
Ravindra Malinga Hegde MANAGEMENT SERVICES LIMITED Sujata Ravindra Hegde
Managing Director Director
Din: 01821002 Din: 01829352
Place: Mumbai
Date: September 07 2020

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management and Administration) Rules 2014

I. REGISTRATION AND OTHER DETAILS

Sr. Particulars Particulars
1. CIN L74930MH2006PLC159290
2. Registration Date 27th January 2006
3. Name of the Company KHFM HOSPITALITY AND FACILITY MANAGEMENT SERVICES LIMITED
4. Category/Sub-category of the Company Company Limited by Shares
5. Address of the Registered office & contact details Indian Non-Government Company 01 Nirma Plaza Makhwana Road Marol Naka Andheri (East) Mumbai 400059 Maharashtra. Phone: +91 22 2851 1234
6. Whether listed company Yes
7. Name Address & Contact details of the Registrar & Transfer Agent if any. BIGSHARE SERVICES PVT. LTD.

1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri (East) 400 059 Maharashtra India Phone: 022 - 62638200

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:

Sr. Name and description of main products / No. services NIC code of the product / service % to total turnover of the Company
1. Combined Facilities Support Services 811 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and address of the Company No. CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section
- - - - - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise shareholding:

No. of shares held at the beginning of the year April 01 2019 No. of shares held at the end of the year March 31 2020
Category of shareholders Demat Physical Total % of total shares Demat Physical Total % of total shares % change during the year
A Promoters and Promoter Group
(1) Indian
(a) Individuals / HUF 6749985 6749985 99.99 6845985 - 6845985 70.58 (29.41)
(b) Central Govt. / State Govt. - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Banks / Financial Institutions - - - - - - - - -
(e) Any other - - - - - - - - -
(Director Relative)
Sub Total (A) (1) 6749985 6749985 99.99 6845985 - 6845985 70.58 (29.41)
(2) Foreign
(a) Individuals (Non Resident Individual /Foreign Individual - - - - - - - - -
(b) Bodies corporate
(c) Institutions - - - - - - - - -
(d) Qualified foreign investor - - - - - - - - -
(e) Any other (Specify) - - - - - - - - -
Sub Total (A) (2) - - - - - - - - -
Total Shareholding of Promoter and Promoter Group (A) 6749985 6749985 99.99 6845985 - 6845985 70.58 (29.41)
B Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI - - - - - - - - -
(b) Financial Institutions / Banks - - - - - - - - -
(c) Central Govt. / State Govt. - - - - - - - - -
(d) Venture Capital Fund - - - - - - - - -
(e) Insurance Companies - - - - - - - - -
(f) FIIs - - - - - - - - -
(i) Foreign Venture Capital Funds - - - - - - - - -
(j) Others (specify) - - - - - - - - -
Sub Total (B) (1) - - - - - - - - -
(2) Non-Institutions
(a) Body Corporates - - - - - - - - -
(b) Individuals -
i Individual shareholders holding nominal share capital up to Rs. 2 lakh 15 - 15 Negligib le 636015 - 636015 6.56 6.56 `
ii Individual shareholders holding nominal share capital in excess of Rs. 2 lakh - - - - 1125000 - 1125000 11.60 11.60
(c) Qualified Foreign Investors - - - - - - - - -
(d) Any other
i Non-resident Indians - - - - 9000 - 9000 0.09 0.09
ii Body Corporates - - - - 576000 - 576000 5.94 5.94
iii Market Makers - - - - 159000 - 159000 1.64 1.64
iv Clearing Members / Clearing House - - - - 237000 - 237000 2.44 2.44
v HUF's /Trusts - - - - 111000 - 111000 1.44 1.44
vi Alternative Investment Fund - - - - - - - - -
vii IEPF Suspense A/c - - - - - - - - -
Sub Total (B) (2) 15 - 15 Negligib le 2853015 - 2853015 29.42 29.41
Total Public Shareholding (B) = (B)(1)+(B)(2) 15 - 15 Negligib le 2853015 - 2853015 29.42 29.41
C Shares held by Custodian and against which for GDRs & ADRs: - - - - - - - - -
Grand Total (A+B+C) 6750 000 - 6750000 100% 9699000 - 9699000 100 100

ii. Shareholding of promoters (including promoter group):

Sr. Shareholders Name Shareholding at the beginning of the year April 01 2019 Shareholding at the end of the year March 31 2020
No. of shares % of total shares of the Company % of shares pledged / encumbered to total shares No. of shares % of total shares of the Company % of shares pledged / encumbered to total shares % change in the shareholding during the year
1. Ravindra Malinga Hegde 5804785 85.99 - 5894785 60.78 - (25.21)
2. Sujata Ravindra Hegde 945000 14.01 - 951000 9.81 - (4.20)
3. Riddhi Ravindra Hegde 100 Negligible - 100 Negligible - -
4. Saurav Ravindra Hegde 100 Negligible - 100 Negligible - -

iii. Changes in promoters (including promoter group) Shareholding (please specify ifthere is no change):

Sr. Top Ten Shareholders

Shareholding at the beginning of the year April 01 2019

Cumulative shareholding at the end of the year March 31 2020

No. of shares % of total shares of the Company No. of shares % of total shares of

the Company

At the Beginning of the Year 6749985 99.99 6845985 70.58
Date wise Increase / Decrease in

Mr. Ravindra Malinga Hegde purchased 90000 shares and Mrs. Sujata Ravindra Hegde

Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/ sweat equity etc) Purchased 6000 shares through open market during F.Y. 2019-20 which comprises 0.99% of the Paid - up Share Capital of the Company.
At the End of the year 6749985 99.99 6845985 70.58

iv. Shareholding pattern of top ten shareholders (other than directors promoters andholders of GSRs & ADRs):

Sr. Top Ten Shareholders

Shareholding at the beginning of the year April 01 2019

Cumulative shareholding at the end of the year March 31 2020

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Badjate Stock Broking Private Ltd - - 276000 2.85
2. Bonanza Portfolio Ltd - - 204000 2.10
3. Nikunj Stock Brokers Limited - - 159000 1.64
4. Pratay Nivesh Pvt. Ltd. - - 150000 1.55
5. Vora Tarla Mahendra - - 99000 1.02
6. Manish Bihani - - 99000 1.02
7. Akash Jain - - 99000 1.02
8. Kumudgouri Gunvantrai Vaghani - - 90000 0.93
9. Trupti Jatin Parekh - - 84000 0.87
10. Sanjay Bansal - - 78000 0.80

Note: The shares of the Company are traded on a daily basis and hence the date wiseincrease / decrease in shareholding is not indicated. Shareholding is consolidated basedon permanent account number (PAN) of the shareholder.

The figures for "Shareholding at the beginning of the year" are not indicatedas the Company got listed on April 12 2019 on NSE Emerge Platform.

v. Shareholding of directors and key managerial personnel:

Sr. Name of the Shareholder

Shareholding at the beginning of the year April 01 2019

Cumulative shareholding at the end of the year March 31 2020

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Ravindra Malinga Hegde 5804785 85.99 5894785 60.78
2. Sujata Ravindra Hegde 945000 14.01 951000 9.81
3. Saurav Ravindra Hegde 100 Negligible 100 0.001
4. Naveen Alias Carvallo 5 Negligible 5 Negligible

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i) Principal amount 238731552 /- 26761740 /- - 265493292/-
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 238731552 /- 26761740 /- - 265493292/-
Change in indebtedness during the financial year
Addition 17194107 /- - - 17194107 /-
Reduction - 1750707/- - (1750707/-)
Net Change 17194107 /- (1750707/-) - 15443400 /-
Indebtedness at the end of the financial year
i) Principal amount 238731552/- 26761740/- - 265493292/-
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 238731552/- 26761740/- - 265493292/-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Director and / or Manager

Sr. Particulars of Remuneration Managing Director Chief Financial Company
Director Ravindra Malinga Hegde Sujata Ravindra Hegde Officer Naveen Alias Carvallo Secretary Anubhav* Shrivastava Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-Tax Act 1961 3600000 3000000 720000 350000 7670000
(b) Value of perquisites u/s 17(2) Income-Tax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3) of the Income-Tax Act 1961 - - - - -
2. Stock Option - - - - -
3. Sweat Equity - - - - -
4. Commission as % of Profit - - - - - - - -
5. Others please specify - - - - -
Total (A) 3600000 3000000 720000 350000 7670000

B. Remuneration to other directors:

Sr. Particulars of Remuneration No. Sitting fees for attending Board/Committee Meetings Commission Others please specify Total Amount
1. Independent Directors
Abhibrat Shanker Kumar Das* 30000 - - 30000
Brahm Pal Singh 35000 - - 35000
Ravi Vimal Nevatia 35000 - - 35000
2. Non Executive Director
Saurav Hegde 35000 - 275000 310000
Total 135000 275000 410000

*Resigned with effect from 22nd October 2019

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

 

For and on behalf of the Board
FOR KHFM HOSPITALITY AND FACILITY MANAGEMENTSERVICES LIMITED
Ravindra Malinga Hegde Sujata Ravindra Hegde
Managing Director Director
Din: 01821002 Din: 01829352
Date: September 07 2020
Place: Mumbai

.