Kitex Garments Ltd.
|BSE: 521248||Sector: Industrials|
|NSE: KITEX||ISIN Code: INE602G01020|
|BSE 00:00 | 21 Aug||122.60||
|NSE 00:00 | 21 Aug||122.05||
|Mkt Cap.(Rs cr)||815|
|Mkt Cap.(Rs cr)||815.29|
Kitex Garments Ltd. (KITEX) - Director Report
Company director report
Your Directors are pleased to present the Twenty Sixth Annual Report of the Companytogether with the Audited financials statements for the financial year ended March 312018.
1. corporate overview
Your company is into 100% exports of cotton garments especially Infantswear. TheCompany exports its products to United States and European Markets.
2. financial highlights
Highlights of financial Results for the year are as under:
(Rs. in Lakhs)
3. financial performance
Your Company reported a marginal top-line growth of 2.04% over the previous Year. Atstandalone level the gross revenue from operations stood at Rs.55725.42 lakhs comparedwith Rs.54590.13 lakhs in the previous year. The Operating Profit before Tax stood atRs.10748.92 lakhs as against Rs.14220.73 lakhs in the previous Year. The net profit forthe year stood at Rs.7002.23 lakhs against Rs.9221.79 lakhs reported in the previousyear.
The Company continues to retain its market leadership in Infantswear with pan USdistribution network of our customers. The Consolidated Gross Revenue from operations forFY 201718 was Rs. 55725.42 lakhs registering a growth of 2.06%. The consolidated profitsafter tax stood at Rs. 7002.23 lakhs.
During the year under review your company has received order confirmations from majorInfant Garment buyers viz. Gerber Childrenswear LLC Carters Buy-Buy Baby Ross StoresAmazon Target Walmart who can contribute major part of your Company's turnover in comingyears.
There have been no material changes or commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date of thisreport except the following:
During the year TOYS "R" US Inc. one of the customers of the Company fileda petition in the Bankruptcy Court in The United States of America to wind down its USoperation and the process is pending. A motion is pending in the said court regardingclaims of its creditors which would establish streamlined procedures and forms forasserting those types of claims which is set to be heard on 24th May 2018. The managementis waiting on the court to enter the order on that motion so that the claim of the Companyis consistent with the procedures set by the Court. The Company has to recover tradereceivables from them aggregating to Rs.1735.15 Lakhs (US$ 26.62 Lakhs) and the Companyalso holds merchandise/other materials in stock for them in inventory . The Company hasengaged the services of Attorneys and Counselors at Law M/s Nelson Mullins Riley &Scarborough LLP USA to file the claim for recovery of all its dues and no shortfall isanticipated thereon by the management at this stage. However as a prudential measure anestimated provision of Rs. 347.03 Lakhs has been made in the said accounts towards lossif any on recovery of receivables.
4. subsidiary & associate company
kitex usa llc
The Company being an Associate Company was incorporated in USA in the year 2015 withjoint investment between the Company and Kitex Childrenswear Limited to support andfacilitate design for US Market customers. The Associate Company markets the licence brand
"Lamaze" and Own Brand "Little Stars" Infantswear in US and Canada.
As on March 31 2018 the Company has an Associate Company accounts of which shall bemade available to the shareholders of the Company seeking such information at any point oftime. The Consolidated Financial Statements of the Company along with its Associateprepared for the year 2017-18 in accordance with relevant Indian Accounting Standardissued by Institute of Chartered Accountants of India forms part of this Annual Report. AReport on the salient features of the financial statements of Subsidiaries/ AssociateCompanies/ Joint Ventures prepared in form AOC-1 is provided as Annexure - A. Your companyhas also consigned products worth Rs. 25139.15 Lakhs to its Associate during the year.Your Company has made investment in Kitex USA LLC of $ 23 lakhs in the previous year.
Kitex USA LLC is equipped with a world class design studio in New Jersey to meet uniquerequirements of value additions to US clients.
The Company does not have any subsidiary as on reporting date. During the year underreview companies does not have become or ceased to be Company's Subsidiaries JointVentures or Associate Companies.
5. dividend dividend distribution policy and transfer to reserve
Your Directors had declared an interim dividend of 75% (Re. 0.75 per equity share offace value of Re. 1/- each) aggregating to Rs. 4.99 Crores at the Board meeting held on4th November 2017. Further your directors have recommended a final dividend of 75% (Re.0.75 per equity shares of face value of Re. 1/-) thus making the total dividend pay-out at150 % (Rs. 1.50 per share). The proposed final dividend is subject to the approval of themembers at the ensuing Annual General Meeting. The Final dividend if declared shall bedistributed to the members within 30 days from the date of AGM. The Company has paiddividend distribution tax of Rs. 174.06 lacs for FY 2017-18.
During the year under review your company transferred a sum of Rs. 1000 lakhs to theGeneral Reserve on account of future expansions.
As per Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 top five hundred listed entities based on market capitalization arerequired to formulate a Dividend Distribution Policy. However since April 2017 yourcompany has been reclassified its class of scrip by the stock exchanges as small cap andhence this regulation does not apply to the Company. However the Board had approved andadopted
Dividend Distribution policy which is available on the Company's Website: viz.
6. share capital
During the financial year 2017-18 your company had issued bonus shares in the ratio of2 (two) new shares for every 5 (five) shares. Consequently the paid-up share capitalincreased from Rs. 4.75 Crores to Rs. 6.65 Crores. As on 31st March 2018 the paid-upequity share capital of your company stood at Rs. 6.65 Crores consisting of 66500000equity shares of Re. 1/- each fully paid-up.
7. transfer of unclaimed dividends and
unclaimed shares to iepf
The Company has transferred unclaimed dividend of Rs. 277817 for the financial year2009-10 to Investors Education Protection Fund (IEPF) on 03.02.2018. The Company has takenvarious steps by sending reminders requesting them to encash their dividend so as toreduce the limit of unclaimed dividend before transferring the dues to IEPF. The totalamount lying in the Unpaid Dividend Account of the company in respect of the last sevenyears and due date for transfer to the IEPF the details of which are set out in theCorporate Governance Report which forms a part of this Report.
In terms of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund)
Rules 2016 as amended from time to time the Company transferred the correspondingshares to IEPF where the dividends which have been unclaimed by the concernedshareholders for the last seven consecutive years viz. since FY 2008-09 and 2009-10.Further dividend which has become unclaimed for the last 7 years since 201011 must beclaimed by the concerned shareholders on or before April 25 2018 for which Company hadsent the reminder letter to them. If the shareholders fail to claim the dividend thecompany will be transferring the unclaimed dividend and the corresponding shares to IEPFwithin a period of 30 days from the due date. The details are provided in the Shareholderinformation section of this Annual Report and are also available on our websitewww.kitexgarments.com .
8. capital expenditure
As on 31st March 2018 the Fixed Assets stood at Rs. 21465.68 lakhs and net fixedassets of Rs. 17164.29 lakhs. Additions during the year amount to Rs. 2426.01 lakhs.
Phase I expansion of Rs. 241 Crores of capital investment for automation new Plant& Machinery and other amenities which was approved by the Board of Directors in thelast financial year was brought forward to this financial year and is under process forimplementation.
The Board of Director has been taking utmost effort to implement the expansion.
9. future prospects
Your Board of directors decided to invest Rs. 400 Crores (Rs. 200 Crores each) in itsproposed two wholly owned Subsidiary Companies to increase the manufacturing capacities ofyour Company to meet rising future demand. The said investment shall be from internalaccruals and borrowings. Your Board also appointed M/s. KPMG for total implementation ofthe project.
10. finance and accounts
During the year under review the Rating Agency ICRA maintained the"[ICRA]AA-" rating with stable outlook for the company's long term borrowingsand maintained the "[ICRA]A1+" rating for the Company's short term borrowings.
As mandated by the Ministry of Corporate Affairs your company has adopted the Ind ASfor the financial year commencing from April 1 2017. The estimates and judgments relatingto the Financial Statements are made on a prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of affairs profits and cash flows for the year ended March 31 2018.
11. quality and accolades
Your Company continues to win awards year by year thus reiterating its credible marketposition. During the year the Company was the recipient of the following awards:
Future Kerala Entrepreneurial Excellence & Best CEO awards 2018 by FutureKerala Financial Daily.
Malayali of the Year 2018 - Business & Innovation by News 18 - Kerala.
Indywood Excellence Awards 2017 (CSR) from Project Indywood (Aries group) andGovt. of Telangana)
12. change in the nature of business
During the year under review there was no change in the nature of the business.
The Equity Shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited.
14. fixed deposit
The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed thereunder.
15. extract of annual return
Details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure - B.
16. secretarial standard
The Company complies with all applicable secretarial standards.
17. particulars of loans guarantees or investment by the company
Your Company has not provided any Loans or guarantees which attract the provisions ofSection 186 of the Companies Act 2013. However Investments covered under the provision ofSection 186 of the Companies Act 2013 are given in the notes to financial Statements.
18. directors and key managerial personnel
There is no change in the Board of Directors & Key Managerial Personnel of yourcompany during the financial year 2017-18. In accordance with the provisions of the Actand Article 117 & 118 of Articles of Association of the Company Mrs. SindhuChandrasekhar (DIN 06434415) Woman Director retires by rotation and being eligible offerherself for reappointment. Item seeking her re-appointment along with her detailed profilehas been included in the notice convening the AGM. Your Directors recommend the Resolutionfor your Approval.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and regulations16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year under review 5 (Five) meetings of the Board of Directors BoardCommittees were held details of which are set out in the Corporate Governance Reportwhich forms a part of this Report.
19. board evaluation & familiarisation programme
With the objective of evaluating the performance of Directors Nomination andRemuneration Committee has formulated a structured questionnaire after taking intoconsideration the various aspects viz. composition of the Board and its committeesBoard's function its culture quality and timely flow of information frequency ofmeetings execution and performance of specific duties obligations and governance.
Board has carried out an annual performance evaluation of its own performance theperformance of various committees of the Board Individual Directors and the Chairmanbased on adopted questionnaire. A note on the familiarizing programme adopted by theCompany for the orientation and training of the Directors and the manner in which theBoard evaluation process undertaken in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovidedin the Corporate Governance Report which forms part of this Report.
Further the Independent Directors of the Company met on February 9 2018 to review theperformance of the Non-executive directors Chairman of the Company and the assess thequality quantity and timeliness of flow of information between the Company management andthe Board to effectively perform their duties. The details of familiarization programconducted for Independent Directors of your Company are available on your Company'swebsite www.kitexgarments.com .
20. policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided in Section 178(3) of the Act is available on our website
21. directors' responsibility statement
Pursuant to the requirement under Sec 134 (5) of the Act the Board of Directors of theCompany hereby state and confirm that;
(i) in the preparation of the Annual accounts for the year ended March 31 2018 theapplicable accounting standard have been followed along with proper explanation relatingto the material departures if any;
(ii) 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 31 2018 and of the profit ofthe Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) that the Director had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
22. BOARD COMMITTEES
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee CSR Committee Stakeholders Relationship Committeeits number of meetings held during the year under review and other related details are setout in the Corporate Governance Report which forms part of this Report.
There have been no situations where the Board has not accepted any recommendation ofthe Audit Committee.
23. EMPLOYEES' STOCK OPTION SCHEME
The Company has not granted any Employee Stock Option within the meaning of section 62(1) (b) of the Companies Act 2013 read with its Rules framed thereunder and respectiveSEBI regulations.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company has been adopting this concept even before commencement of Companies Act2013. The Company implements CSR directly to society of Kizhakambalam Panchayat in whichit operates and identified several projects relating to Social Empowerment and WelfareInfrastructure Development Sustainable Livelihood Health Care and Education during theyear under review. These projects are in accordance with Schedule VII of the Act and itsCSR policy.
The brief report of the Corporate Social Responsibility (CSR) policy of the Company andthe initiatives undertaken by the Company on CSR activities during the year are set out inAnnexure C of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. For other details regarding the CSR Committee pleaserefer to the Corporate Governance Report which is a part of this report. The CorporateSocial Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company are available on your Company's website www kitexgarments com
25. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended forms an integral part of this Report.
26. CORPORATE GOVERNANCE
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Practising Company Secretary under Reg 34(3) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 confirming its compliance formspart of this Report.
27. VIGIL MECHANISM
The Company has a Vigil Mechanism to report genuine
concerns or grievances of Directors and employees. The vigil mechanism has been postedon the website of the company viz. www.kitexgarments.com
28. RELATED PARTY TRANSACTIONS
All transactions entered into with the related parties for the year under review wereon arm's length basis and in the ordinary course of business. Hence the provisions ofSection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is enclosed as Annexure D. Howevercertain related party transactions were considered as material in accordance with theCompany policy on materiality of related party transactions and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 for which company has obtained necessarystatutory approval from shareholders by means of Postal Ballot/ at the Annual GeneralMeeting.
The company has developed a framework through Standard Operating Procedures for thepurpose of identification and monitoring of such Related Party Transactions. All RelatedParty Transactions were placed before the Audit Committee as also to the Board forapproval. Omnibus approval was obtained on a yearly basis for transactions which are ofrepetitive nature. Transactions entered into pursuant to omnibus approval are audited bythe Risk Assurance Department and a statement showing the details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis. None of the Directors has any pecuniary relationship or transactionsvis-a-vis the Company.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.kitexgarments.com .
29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk- mitigation system which areconstantly assessed and strengthened with new/ revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The Internal and operational audit is entrusted with M/s. K. VenkitachalamAiyer & Co a firm of Chartered Accountants. The main thrust of Internal Audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internalcontrol systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Independent Auditors and the CoreCommittee Heads has periodically appraised the significant internal audit observations andthe corrective actions have been taken. The Audit Committee places a key role in providingassurance to the Board of Directors. In order to maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
30. conservation of energy technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangesearnings and outgo pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (accounts) Rules 2014 as amended from time to time isannexed as Annexure - E and forms an integral part of this Report.
31. business risk management
Risk Management is embedded in your Company's operating framework and we believes thatmanaging risks helps in maximizing returns. The company's approach in addressing businessrisks includes periodical review of such risks and thereby mitigating it effectively. Therisk management framework is reviewed periodically by the Board and the Audit Committee.Some of the risks that the company is exposed to are:
The Company's policy is to actively manage its foreign exchange risks within theframework laid down by the Company's forex policy approved by the Board. Given theinterest rate fluctuations your Company has adopted a prudent and conservative riskmitigation strategy to minimize financial and interest cost risks.
COMMODITY PRICE RISKS
The Company is exposed to the risk of price fluctuations of raw materials as well asfinished goods. The company proactively manages these risks through forward bookinginventory management and proactive vendor development practices. Your company's reputationfor quality product differentiation coupled with the existence of a powerful brand imagewith a robust design and marketing network in US mitigates the impact of price risk onfinished goods.
The Company recognised its risks attached to various statutes laws and regulations.The company is mitigating these risks through regular review of legal compliances carriedout through our internal as well as external compliance audits by our customers.
human resource risks
Retaining the existing talent pool and attracting new talent are the major risksaffecting the company. We have initiated various measures including rolling out ofstrategic talent management systems training and integration of learning and developmentactivities. Our company has collaborated with various agencies like Integrated SkillDevelopment Scheme (ISDS) Kudumbashree etc. which helps to identify nurture and groomlabour talents within all states of India to prepare them for future business leadership.
Emerging businesses capital expenditure for capacity expansion etc are normalstrategic risks faced by your company. However your Company has well-defined processes andprocedures for obtaining approval for investments in new businesses and capacityexpansions.
32.1. INDEPENDENT AUDITOR
As per the provisions of Section 139 of the Companies Act 2013 Messrs Varma &Varma Chartered Accountants Kochi (FRN 0045325) Independent Auditors of the companyretire at the ensuing Annual General Meeting and are eligible for re-appointment. Howeverthe Auditors have conveyed their unwillingness to be reappointed under provisions ofSection 139(9)(b) of the Companies Act 2013. The Board of Directors has placed on recordits appreciation for the services rendered by M/s. Varma and Varma as Independent Auditorsof the Company. The Board of Directors of the Company has recommended the appointment ofM/s. MSKA & Associates Chartered Accountants Chennai (FRN 105047W) as theIndependent Auditors of the company pursuant to Section 139 of the Companies Act 2013.Members' attention is drawn to a resolution proposing the appointment of M/s. MSKA &Associates Chartered Accountants as Independent Auditors of the Company which is includedat Item No. 4 of the Notice convening the Annual General Meeting. Consent and certificateu/s 139 of the Act have been obtained from the Auditors to the effect that theirappointment if made shall be in accordance with the applicable provisions of the Act andrules issued thereunder. As required under the SEBI (Listing Obligations DisclosureRequirements) Regulations 2015 M/s. MSKA & Associates Chartered Accountants haveconfirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
Further the report of M/s. Varma & Varma the Independent Auditors along with notesto financial statements is enclosed to this Annual Report. The Auditors' Report does notcontain any qualification reservation or adverse remarks.
32.2. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas re-appointed Mr. Sivakumar P of M/s. SVJS & Associates Practicing CompanySecretaries Kochi to conduct the secretarial Audit for the financial year 201718. TheAudit Report issued by the Secretarial Auditors for the financial year 2017-18 form partof this Report and is set out in Annexure - F. The secretarial Audit report does notcontain any qualification reservation or adverse remarks.
32.3. Internal Auditors
Messrs. K. Venkitachalam Aiyer & Co Chartered Accountants continued as InternalAuditors of your company for the financial year 2017-18.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/ courts thatwould impact the going concern status of your company and its future operations during theperiod under review.
34. ENVIRONMENT AND SAFETY
The Company is conscious of the importance to environmental friendly and safeoperations. The company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andredressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at the workplace with a mechanism of lodging complaints. The followingis a summary of sexual harassment complaints received and disposed off during thereporting period:
No. of complaints received: Nil
No. of complaints disposed off: Nil
The Company has filed Annual Report for the year ended December 31 2017 under the Actwith District officer.
35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Your Company believes that its manpower isan asset for the company and enjoys strong brand image as a preferred and caring employer.The ongoing focus is on attracting retaining and engaging talent with the objective ofcreating a robust talent pipeline at all levels. Value-based HR programmes have enabledyour Company's HR team to become strategic partners for the business. Your company laidstress to build a women-friendly workplace by introducing various initiatives for thedevelopment of women employees in the organization. Your Company hasfocused on internaltalents and nurture them through the culture of continuous learning and developmentthereby building capabilities for creating future leaders. Your company's initiatives likea hiring freeze at some levels robust talent review career development conservations andbest-in-class development opportunities which will help to enhance the employeesexperience at your Company. The Company's Human Resources plays a critical role in yourCompany's talent management process.
The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - G and forms apart of this report. Information relating to remuneration of Directors under Section 197read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been given Annexure H to the Director's Report
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries;
there were no frauds reported by the auditors under provisions of the CompaniesAct 2013;
Issue of equity shares with differential rights as to dividend voting orotherwise;
There were no revisions in the financial statements;
Issue of share(Including sweat equity shares) to employees of the Company underany scheme as permitted under any provision of Companies Act 2013.
Your Directors thank various Central and State Government Departments Organizationsand Agencies for the continued help and cooperation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.