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KHFM Hospitality & Facility Mgt. Services Ltd.

BSE: 535159 Sector: Services
NSE: KHFM ISIN Code: INE00UG01014
BSE 05:30 | 01 Jan KHFM Hospitality & Facility Mgt. Services Ltd
NSE 05:30 | 01 Jan KHFM Hospitality & Facility Mgt. Services Ltd

KHFM Hospitality & Facility Mgt. Services Ltd. (KHFM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 15th Annual Report on theaffairs of the Company together with the Audited Financial Statements for the financialyear ended on March 31 2021.

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Company's performance during the financial year ended 31st March2021 are summarized in the following table:

PARTICULARS Financial Year 2020-21 Financial Year 2019-20
Turnover 1149831047 1152489456
Other Income 4117514 6892197
Profit Before Depreciation 77123896 95611485
Interest and Tax
Interest 51028978 43049407
Profit Before Depreciation and 26094918 52562078
Tax
Depreciation and amortization expense 2919312 2831821
Profit Before Tax 23175606 30514999
Tax Expenses:
Current Tax 5848981 9096814
Reversal of Provision of Income 3958165 (3271206)
Tax
Deferred Tax (19256077) (87282)
Profit / (Loss) for the Year 32624536 43991931

2. IMPACT OF COVID-19

Company has followed guidelines issued by the government and has taken all the steps toensure safety of its worker and employees. Further the company had strong businesscontinuity plan during the pandemic and so there was continuity in the business and nobreak down was noticed during the year. The COVID-19 pandemic disrupted even the mostwell-managed workplaces and turned normalcy on its head. Since the pandemic took holdfacilities managers have battled back to explore new opportunities for remote work orsocially distant workplaces.

Facility management plays an important role in dealing with COVID-19 to create a safework environment. The impact of COVID-19 for facility managers also extends to facilitypolicies. FMs face the tedious task of re-educating employees and visitors about how tointeract with the workplace consisting of everyone and everything in it.

To survive this pandemic company need to focus on customer care and concerns stayconnected to customers as per their channel choice build agile capabilities for fluidtimes and adapt to situation-based circumstances. Organizations would need to rethinktheir business and operating models.

Consumers' search for value for money is a fundamental change in purchase prioritiesand will be prevalent in the upcoming years.

3. COMPANY'S PERFORMANCE REVIEW:

Your Company's revenue from operations for the financial year ending 31st March 2021stood at Rs. 1149831047/- as compared to Rs. 1152489456/- during the previousfinancial year. The Company has achieved EBIDTA (including other income) of Rs.77123896/- during the financial year 2021 as against that of EBIDTA of Rs.95611485/- for the previous financial year 2020. The profit before tax for thefinancial year under review is Rs. 23175606/- as against Rs. 30514999/- for theprevious financial year 2020. Profit after tax was positively impacted by the tax benefitsavailed under Section 80JJAA of the Income Tax Act 1961 and deferred tax benefits.

Your Directors express their satisfaction on the overall financial performance and theprogress made by the Company during the year under review.

4. DIVIDEND

Your Directors would like to use the profits earned for improving business and hence donot propose any dividend for the financial year under review.

5. UNPAID DIVIDEND &IEPF:

The Company is not required to transfer any amount to the Investor Education &Protection Fund (IEPF) and have unclaimed dividend which remains to be transferred toInvestor Education & Protection Fund (IEPF).

Financial Year Type of Dividend Rate (%) Date of Declaration Date of Transfer to IEPF Amount Transferred to Unpaid Unclaimed Dividend Account
2018-19 Final Dividend 5% 25/09/2019 02/10/2026 4500/-
2019-20 Final Dividend 2.5% 30/09/2020 07/10/2027 6438/-

6. TRANSFER TO RESERVES

No amount has been transferred to reserves and the profit for the year has beenretained in the profit and loss account.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

Mr. Ravi Vimal Nevatia Independent Director of the Company resigned from the boarddue to his pre-occupation elsewhere vide letter dated July 30 2021 The Boardappreciated for the guidance provided by Mr. Ravi Vimal Nevatia during his tenure as anindependent director on the board as Independent Director.

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.

Due to the lockdown imposed by the Maharashtra state government there were severerestrictions on the movement of people. However we were able to place staff at customerlocations. We expect the operations to slowly come to normalcy.

8. CHANGES IN NATURE OF THE BUSINESS IF ANY

The Company Continued to carry Business of Integrated Hospitality and FacilityManagement and hence there was no change in the nature of business or operations of theCompany which impacted the financial position of the Company during the year under review.

9. SHARE CAPITAL

During the year under review there is no change in the Authorized Issued Subscribedand Paid-up Share Capital of the Company.

As at March 31 2021 the Authorized Share Capital of the Company is Rs. 120000000/-divided into 12000000/- equity shares of Rs. 10/- each.

Further Issued Subscribed and Paid-up Share Capital of the Company as at March 312021 is Rs. 96990000/- divided into 9699000/- equity shares of Rs. 10/- each.

10.PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of Loan Guarantees and Investments covered under section 186 of theCompanies have been disclosed in Notes to the Financial Statement.

11. PUBLIC DEPOSITS

During the year under review your company has not accepted any deposits falling withinthe meaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all the related party transactions/contracts/arrangementsthat were entered into by the Company during the year under review were on an arm's lengthbasis and were in compliance with the applicable provisions of the Act and the ListingRegulations. There are no material significant related party transactions entered into bythe Company with its Promoters Directors KMP or Senior Management Personnel which mayhave a potential conflict with the interest of the Company at large. All related partytransaction as required under AS-18 are reported in the notes to financial statement ofthe Company. Form AOC - 2 forming part of this Directors Report is attachedherewith 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.

13. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

As on 31st March 2021 the Company does not have any subsidiary or joint venture andassociate company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial personnel of the Company as on 31st March 2021 areas below:

Sr. No.Name Designation DIN/PAN
1. Ravindra Malinga Hegde Managing Director 0001821002
2. Sujata Ravindra Hegde Executive Director 0001829352
3. Saurav Hegde Executive Director 0008116567
4. Riddhi Ravindra Hegde* Additional Non-Executive Director 0009093643
5. Ravi Vimal Nevatia* Independent Director 0007200190
6. Brahm Pal Singh Independent Director 0008045923
7. Naveen Alias Carvallo Chief Financial Officer AEPPC7684B
8. Rahul Krishna Pathak Company Secretary & Compliance Officer FKCPP3683P

? Mr. Ravi Vimal Nevatia resigned from the board due to his pre-occupation elsewherevide letter dated July 30 2021.

? Ms. Riddhi Ravindra Hegde has been appointed as an Additional Director with effectfrom March 24 2021.

ii. During the Financial year 2020-21:

Change in Board of Directors and KMP s:

? The Board of Directors at its meeting held on March 24 2021 Appointed Ms. RiddhiRavindra Hegde as Additional Non Executive Director of the company.

? The Board of Directors at its meeting held on March 24 2021 Changed the designationof Mr. Saurav Hegde as Executive Director from Non Executive Director of the company.

iii. Retire by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 the Office of Mr.Ravindra Malinga Hegde (DIN: 01821002) Director liable to retire by rotation at thisAnnual General Meeting and being eligible he has offered herself for re-appointment.Accordingly the proposal for his re-appointment has been included in the Notice conveningthe Annual General 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:

The Company has duly complied with the definition of 'Independence' in according to theprovisions of Section 149(6) of read with Schedule IV- Code of Independent Directors tothe Companies Act 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (as amended). All theIndependent Director/s have submitted a declaration that he/she meets the criteria ofindependence and submits the declaration regarding the status of holding otherdirectorship and membership as provided under law. The Independent Directors have alsoconfirmed that they have complied with the Company's code of conduct for Board and SeniorManagement as per Regulation 26(3) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The Independent Directors affirmed that none of them wereaware of any circumstance or situation which could impair their ability to discharge theirduties in an independent manner.

v. Disqualification of Directors:

During the financial year 2020-2021 under review the Company has received Form DIR-8from all Directors as required under the provisions of Section 164(2) of the CompaniesAct 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014.

15. COMMITTEES OF THE BOARD

As on March 31 2021 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. Stakeholder Relationship 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 acts as a secretary to the Committee.

During the Financial Year 2020-21 the Audit Committee of the Board of Directors metFour times viz 23.07.2020 07.09.2020 05.01.2021 and 24.03.2021.

* The composition of Audit committee has been re-constituted in the board meeting heldon October 29 2021.

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 24th March 2021 after change in designation of Mr. SauravHegde.

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 Chairman Independent & Non - Executive Director
Mr. Saurav Hegde Member Executive Director
Ms. Riddhi Ravindra Hegde Member Non- Executive Director

During the Financial Year 2020-21 the Nomination and Remuneration Committee of theBoard of Directors met Four times viz 23.07.2020 07.09.2020 05.01.2021 and 24.03.2021.

* The composition of Nomination and Remuneration Committee has been re-constituted inthe board meeting held on October 29 2021.

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 Stakeholders relationship committee was re-constituted on 24th March 2021 afterchange in designation of Mr. Saurav Hegde.

The composition of the Stakeholders Relationship Committee is as under:

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

Ms. Riddhi Ravindra Hegde Member Non- Executive Director

During the Financial Year 2020-21 the Stakeholders Relationship Committee of the Boardof Directors met Two times viz 07.09.2020 and 05.01.2021.

* The composition of stakeholders' relationship committee has been re-constituted inthe board meeting held on October 29 2021.

16. BOARD MEETINGS HELD DURING THE YEAR

During the year under review five meetings of the board were held in compliance withthe provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards on Board Meeting.

The details are as follows:

23rd July. 2020 07th September 2020 05th January 2021 24th March 2021

Considering the present COVID-19 pandemic the Ministry of Corporate Affairs ("MCA) has vide its General Circular No. 11/2020 dated March 24 2020 read with GeneralCircular No. 08/2021 dated

May 03 2021 requirements of Section 173 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 for theinterval between the two meetings has been extended by 60 more days.

Sr. No. Name of the Director No. of Board Meetings
Held Attended
1. Ravindra Malinga Hegde 4 4
2. Sujata Ravindra Hegde 4 4
3. Saurav Hegde 4 4
4. Riddhi Ravindra Hegde* 4 0
5. Ravi Vimal Nevatia 4 4
6. Brahm Pal Singh 4 4

*Ms. Riddhi Ravindra Hegde has been appointed as an Additional Director with effectfrom March 24 2021.

17. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Sections 134178 and Schedule IV of the Companies Act 2013. Evaluation was done after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committeesperformance of specific duties independence ethics and values attendance andcontribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Boardafter seeking inputs from all the directors on the effectiveness and contribution of theIndependent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members based on the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

The Board reviewed the performance of the individual Directors on the basis of thecontribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors and the performance of the Chairman was evaluated taking into account theviews of executive directors and non-executive directors. The Independent Directors alsoassessed the quality frequency and timeliness of flow of information between the Boardand the management that is necessary for effective performance.

18. 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 standards hadbeen followed along with proper explanation relating to material departures if any;

b) The accounting policies selected have been applied consistently and judgements andestimates are made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of your Company as at 31st March 2021 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 adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of yourCompany 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 such internalfinancial controls are adequate and were operating effectively;

f) Your Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. 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 2021 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 ? Thecapital 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 the last three years reckoned fromthe 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

20. EXTRACT OF THE ANNUAL RETURN

As per the amendment in Rule 12 of Companies (Management and Administration) Rules2014 a company shall not be required to attach the extract of annual return with theBoard's Report in Form No. MGT-7 in case the web link of such annual return has beendisclosed in the Board's report in accordance with sub-section (3) of section 92 of theCompanies Act 2013.

The Annual return will be placed on the weblink of the company viz.https://www.khfm.in/.

21. CORPORATE GOVERNANCE

Since the Company's securities are listed on SME Platform of NSE (i.e. SME Emerge) byvirtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and ParaC D and E of schedule V are not applicable to the Company. Hence Corporate Governancedoes not form part of this Board's Report.

22. COMPLIANCES OF SECRETARIAL STANDARDS

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

23. 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.

24. 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 forming part of Annexure II 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 ManagerialPersonnel) Rules 2014.

25. 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 III. 26. 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 the conclusion ofthe 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 appointment2020-21 has been withdrawn from section 139(1) of the Companies Act 2013 with effect fromthat date. In view of the above no resolution is proposed for ratification of appointmentof the Statutory Auditor at the Annual General Meeting and a note in respect of the samehas been included in the Notice of the Annual General Meeting.

(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 Practicing Company Secretaries of Mumbaito conduct the secretarial audit for FY 2021-22. The Secretarial Audit Report issued byM/s. Mishra & Associates Company Secretaries for the FY 2020-21 is set out in AnnexureIV to this Report.

The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-

Response to Point No. 1

Due to outbreak of the COVID-19 and the subsequent lockdown imposed by the CentralGovernment hampering businesses and the day-to-day functioning of the Companies causedthe delay in appointing a Qualified Company Secretary as the Compliance Officer of theCompany as required by Regulation 6(1) of Listing Regulations. The Board of Directors ofthe Company which continues to make efforts to find a suitable candidate for the saidappointment but was not able to complete such appointment ahead of the due date and aftermaking efforts Company appointed Mr. Rahul Krishna Pathak as Company Secretary andCompliance Officer w.e.f. 01st December 2020 at the Board Meeting held on 05th January2021.

Response to Point No. 2

The Company is law abiding entity and is endeavor to comply with the laws applicablein time. However there has been delay of 1 day in giving intimation to the stock exchangeabout the board meeting.

Response to Point No. 3

Due to outbreak of the COVID-19 and the subsequent lockdown imposed by the CentralGovernment hampering businesses and the day-to-day functioning of the Companies causedthe delay in submitting the half yearly Financial Result for half year ended 30thSeptember 2020 as required by Regulation 33 of Listing Regulations. The Board ofdirectors of the company caught up in ensuring the smooth operations of the Company andthe company faced issues in gathering the data from the stakeholders and the connectedparties due to the pandemic.

Response to Point No. 4

Due to outbreak of the COVID-19 The Facility management sector was facing the heat ofliquidity crunch and the Company was also going through this challenging time. The cashflows of the Company had been adversely impacted and that has resulted in delay indepositing the amount of Dividend in a Separate Bank Account within Five days from theDate of Declaration of Dividend.

(c) Internal Auditor

Pursuant to the provisions of section 138(1) of the Companies Act 2013 as amendedfrom time to time M/s G.R. Shetty & Company & Co. Chartered Accountants (FirmRegistration Number: 110093W) was appointed as internal Auditor of the Company for thefinancial year 2020-21. The Board of Directors has re-appointed him as Internal Auditor ofthe Company for the financial year 2021-22.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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 formulated and adoptedthe "Code of Conduct to regulate monitor and report trading by designated persons inListed" of the Company ("the Insider Trading Code"). The object of theInsider Trading Code is to set framework rules and procedures which all concerned shouldfollow both in letter and spirit while trading in listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of

Unpublished 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 their relative's helps in real time detection and taking appropriate action in caseof any violation/non-compliance of the Company's Insider Trading Code.

32. 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.

33. 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 framedthereunder. All employees (permanent contractual temporary trainees) are covered underthis policy.

During the Financial Year 2020-21 the company has received no complaints on sexualharassment.

34. 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 fordeveloping knowledge and skills coupled with the Talent Management practices will deliverthe talent needs of the organization. Your Company treats its "Human Resources"as one of its most important assets. Your

Company continuously invests in attraction retention and development of talent onongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

35. 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.

36. 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 andBoard is followed by the

Company on remuneration of Directors and Senior Management employees as required underSection

178(3) of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board andits Powers) Rules 2014. The Policy aims at attracting and retaining high caliberpersonnel from diverse educational fields and with varied experience to serve on the Boardfor guiding the Management team to enhanced organizational performance.

37. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 and rules made thereunder are not applicable to theCompany during the Financial Year 2020-21.

38. 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
MANAGEMENT SERVICES LIMITED
Ravindra Malinga Hegde Sujata Ravindra Hegde
Managing Director Director
DIN: 01821002 DIN: 01829352
Date: October 29 2021
Place: Mumbai

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