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KMS Medisurgi Ltd.

BSE: 540468 Sector: Others
NSE: N.A. ISIN Code: INE870V01014
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NSE 05:30 | 01 Jan KMS Medisurgi Ltd
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P/E 107.15
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OPEN 69.65
CLOSE 69.65
VOLUME 4000
52-Week high 69.65
52-Week low 34.00
P/E 107.15
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KMS Medisurgi Ltd. (KMSMEDISURGI) - Director Report

Company director report

Dear Members

Your Directors have pleasure inpresenting the 24th Annual Report on thebusiness and operations of the Company together with theAudited Financial Statements forthe FinancialYear ended March 31 2022.

1. Financial Summary andHighlights:

The Company’s financialperformance for the year ended March 31 2022:

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Revenue 1031.69 750.98
Other Income 5.12 9.64
Total Revenue 1036.81 760.62
Less: Total Expenses 1008.30 736.89
Profit Before Tax (PBT) 28.51 23.73
Less: Provision for tax
Current Tax 7.00 7.89
Deferred Tax - -
Profit After Tax (PAT) 21.51 15.84

2. State of company’s affairs& performance:

Your Company has seen a Increase in turnover during the year under review whichaccounted for Rs. 1031.69 Lakhs as compared to Rs 750.98 Lakhs in FY 2020-21. TheCompanyhas incurred Net Profit of Rs. 21.51 Lakhs as compared to Net Profit of Rs. 15.84 Lakhs inFY 2020-21. Your Company is very much optimistic about the coming year. Since the Companyis trying to reduce cost and expand its business your directors are hopeful that theresults will be more encouraging in near future.

3. Future prospects

Company is planning to expand the business by introducing new product range of adhesivetapes for automotive andElectrical application.

Company is optimistic that this new product range will help company to increase thesales and profits in future

Opportunity and FutureProspects:

India is among the top-20 markets for the medical adhesives & Tapes in the worldand the 4th largest market for medical devices in Asia. The market for automotive andElectrical industry is huge in India. The domestic industry has a huge potential to rampupindigenous manufacturing and invest in R &D and reduce dependence on imports.

Our Strengths:

Your Company has a strong committed and dedicated workforce which isa key to itssustained success. The Company believes that motivation sense of ownership andsatisfaction of its people are the most important drivers for its continued growth. Goodgovernance practices combined with strong leadership has been the inherent strength of theCompany. On the manufacturing front we continue to build our capabilities and strengthenour processes. Through our robust efforts in implementing important initiatives in Qualityand Compliance we now see consistent positive outcomes from regulatory inspections. Ouraudit programs and effective internal controlsensureour compliance of all existing rulesandregulations.

Competition:

The medical device industry is undergoing some major transformation with the latesttechnological advancements and the continuous influx of manufacturers entering the market.One of the biggest industries in healthcare the medical device industry thrives oninnovation and technology but currently witnesses strong competition in the market.

4. Dividend:

The Directors are pleased to recommend a dividend of Rs. 0.05 (0.5%) per Equity Sharefor the financial year ended March 31 2022 for approval of the members.

5. Transfer To Reserve:

The Company has transferred Rs. 2151941/- to Reserve & Surplus and the same is incompliance with the applicable provisions prescribed under the Companies Act 2013.

6. Share capital:

As on March 31 2022 theauthorized share capital of the Company is Rs. 35000000/-(Rupees Three Crore Fifty Lakhs) divided into 3500000 (Thirty-Five Lakh) Equity Sharesof Re. 10/- (Rupee Ten Only) each.

As at March 31 2022 the paid-up Equity Share Capital of the Company stood at Paid- upShare Capital is Rs. 33000000/- (Rupees Three Crore Thirty Lakhs) divided into3300000 (Thirty-Three Lakh) Equity Sharesof Re. 10/- (Rupee Ten Only) each.

7. Compliance With TheAccounting Standards:

The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of CharteredAccountants of India.

8. Subsidiaries Joint Ventures and associate Companies:

The Company does not have any Subsidiary Joint Venture or AssociateCompany.

9. Transfer to unclaimeddividend to investor education and protection fund:

The Company does not have any unclaimed or unpaid dividend as on 31st March2022.

10. Directors And Key Managerial Personnel: i) Retire by Rotation:

In accordance with theprovisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. RohanDevang Kanakia (DIN: 09220915) Director oftheCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnel’s:

1. Mr Gaurang Prataprai Kanakia resigned from the Position of Managing Directorof the Company w.e.f 19th July 2021.

2. The Designation of Mrs Rekha Devang Kanakia was changed from Non-ExecutiveNon-Independent Director to Managing Director w.e.f 19th July 2021.

3. Mr. Rohan Devang Kanakia was Appointed an Additional Director in the capacityof Non-Executive Non-Independent Director w.e.f 29th June 2021.

4. Mr. Hardik Rajnikant Bhatt was Re-appointment as an Independent Directorw.e.f 30th September 2021.

5. Mr. Kamlesh Chunilal Rajani was Re-appointment as an Independent Directorw.e.f 30th September 2021.

6. Mrs. Mariam Bahnan has resigned as the Company Secretary & ComplianceOfficer of the Company w.e.f. February 1 2022.

iii) Composition of Board ofDirectors and Key Managerial Personnel’s:

As on the date of this Board’s Report i.e. as on September 06 2022yourCompany’s Board of Directors comprises of thefollowing Directors:

Name of the Director Director Identification Number (DIN) Category
Mrs. Rekha Devang Kanakia 00346198 Chairman and Managing Director
Mr. Siddharth GaurangKanakia 07595098 Non-Executive Non- Independent Director
Mr. Hardik Rajnikant Bhatt 07566870 Independent Director
Mr. Kamlesh Rajani Chunilal 07588417 Independent Director
Mr. Pratik Pravin Tarpara 08689556 Independent Director

As on the date of this Board’s Report i.e. on September 06 2022 yourCompany’s Key Managerial Personnel areas follows:

Name of KMP Designation
Mr. Anand Prataprai Kanakia Chief Financial Officer
Mr. Sunny Gupta Company Secretary andCompliance Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board’s functioningcomposition of the Board and its Committeesculture execution and performance ofspecificduties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

Meetings of the Board:

During the year under review the Board of Directors have duly met 6 times to transactthe business of the Company.

1st Wednesday 5 May 2021
2nd Tuesday 29 June 2021
3rd Monday 19 July 2021
4th Monday 6 September2021
5th Saturday 13 November2021
6th Tuesday 8 February 2022

 

Name of Directors Category No of Board meeting attended Last AGM attend ed No of Directors hip in other Company Committee positions No of Shares as on 31st March 2022
Member Chairman
Mrs. Rekha Devang Kanakia Chairman and Managing Director 6/6 Yes 1 0 0 442000
Mr. Rohan Devang Kanakia Non-Executive Non- Independent Director 5/6 Yes 0 2 0 Nil
Mr. Siddharth Gaurang Kanakia Non-Executive Non- Independent Director 6/6 Yes 2 2 0 50000
Mr. Hardik Rajnikant Bhatt Independent Director 6/6 No 0 2 1 NIL
Mr. Kamlesh Rajani Chunilal Independent Director 6/6 Yes 0 2 1 NIL
Mr. Pratik Pravin Tarpara Independent Director 6/6 Yes 0 0 0 Nil

The maximum time gapbetween any two consecutive meetings did not exceed one hundred andtwenty days. The names designation & categories of the Directors on the Board theirattendance at respective Board Meetings held during the year and last Annual GeneralMeeting and total number of Sharesheld by them in the Company are as under:

v) Committees of the Board:

At present there are two (2) Committees of Board i.e. Audit Committee &Nomination & Remuneration Committee. The Company is not mandated to form Stakeholdersrelationship Committee and Corporate Social Responsibility Committee The Composition andother details related to the Committeesare as follows.

Audit Committee

The audit committee of theCompany is constituted in line with the provisions ofregulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015read with Section 177 of the Act.

The terms of reference of the Audit committee are broadly as under:

1. Oversight of the Company’s financial reporting process and the disclosure ofits financial information to ensurethat the financial statement is correct sufficientandcredible;

2. Recommend the appointment remuneration and terms of appointment of auditors of theCompany;

3. Approval of payment to statutory auditors for any other services rendered;

4. Reviewing with the management the annual financial statements and auditors’report thereon before submission to the board for approval with particularreference to:

Matters required to be included in the director’s responsibility statement to beincluded in the board’s report in terms of clause (c) of sub-section 3 of section 134of the Act.

Changes if anyin accounting policies and practices and reasonsfor the same.

Major accounting entries involving estimates based on the exercise of judgment bymanagement.

Significantadjustments made in the financial statements arising out of audit findings

Compliance with listing and other legal requirements relating to financial statements

Disclosure ofrelated party transactions

Qualifications/Modified opinion on draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Review and monitor the auditors’ independence and performance andeffectiveness of audit process;

7. Approval or any subsequent modification of transactions with relatedparties;

8. Scrutiny of inter-corporate loans and investments.

9. Valuation of undertakings or assets of the Company wherever it isnecessary;

10. Evaluation of internalfinancial controls and risk management systems;

11. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal controlsystems;

12. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structurecoverage and frequency of internal audit;

13. Discussion with internal auditors of any significant findings and follow up thereon;

14. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or failure of internal control systems of amaterial change and reporting the sameto board.

15. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

16. To look into the reasons for substantial defaults in the payment to thedepositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

17. Establish a vigil mechanism for directors and employees to report genuine concernsin such manner as may beprescribed.

18. To review the functioning of whistle blower mechanism.

19. The audit committee may call for the comments of the auditors about internalcontrol systems the scope of audit including the observations of the auditors and reviewof financial statement before their submission to the board and may also discuss anyrelated issues with the internaland statutory auditors and the management ofthe Company.

20. Carrying out any other function as is mentioned in the terms of reference of theaudit committee;

21. Oversee financial reporting controls and process for material subsidiaries;

22. The Audit Committeeinvites executives as it considers appropriate(particularly thehead of the finance function)representatives of the statutory auditors andrepresentativesof the internal auditors to bepresent at its meetings. The Company Secretaryacts as thesecretary to the Audit Committee.

The Composition of Audit Committee is as follows:

Name Category No ofmeetings attended
Kamlesh Chunilal Rajani Independent Director- Member 4/4
Hardik Rajnikant Bhatt Independent Director- Chairman 4/4
Siddharth Kanakia Non-Independent Non-Executive Director-Member 4/4

Four audit committee meetings were held during the year and the gap between twomeetings did not exceed four months. The dates on which the said meetings were held are asfollows: 29th June 2021 19th July 2021 13th November2021 and 08th February 2022.

Nomination and Remuneration Committee

The Company had a Nomination and Remuneration Committee of directors. TheCommittee’s constitution and terms of reference is in compliance with the provisionsof theAct and Regulation 19 and 20 of SEBI (LODR) Regulations 2015. The Committeecomprises of 3 (three) members of the Board the details of the member are as follows:

Name Category No ofmeetings attended
Kamlesh Chunilal Rajani Independent Director- Chairman 4/4
Hardik Rajnikant Bhatt Independent Director- Member 4/4
Siddharth Kanakia Non-Independent Non-Executive Director-Member 4/4

During the year under review four meetings of Nomination and Remuneration Committeewere held on 29th June 2021 19th July 2021 13thNovember 2021 and 08th February 2022.

Term of reference of the Committee inter-alia includes the following:

To identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down and to recommend to the Boardtheir appointment and/or removal. To carry out evaluationof Directors performance Toformulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a Policy relating to theremuneration for theDirectors Key Managerial Personnel.

To formulate the criteria for evaluation of Independent Directors and the Board. Todevise a Policy onBoard Diversity. To recommend/review remuneration of the ManagingDirector(s) and Whole Time Director(s) based on their performance and defined assessmentcriteria.

To carry out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification asmay be applicable. Toperform such other functions as may be necessary or appropriate for the performance of itsduties. The Managing Director and Executive Director are paid remuneration within therange recommended by the Remuneration Committee which is further approved by the Board ofDirectors and the Shareholders of the Company in General Meeting. The remuneration isdecided considering various factors such as qualification(s) experience(s) expertiseand capability of the appointee its contribution to the Company’s growthremuneration prevailing in the Industry Financial Position of the Company etc. TheNon-Executive Directors are paid remuneration by way of sitting fees for attending eachmeeting of Board ofDirectors and Committee Meeting thereof andCommission.

Investor Complaints

Details of Investor Complaintsreceived and redressed during the year 2021-22are asfollows:

Opening Balance Received during the Year Resolved during the Year Closing Balance
NIL NIL NIL NIL

No Complaints were outstanding as on 31st March 2022.

Declaration of Independence from Independent Directors:

All Independent Directors of your Company have individually and severally given adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEBI (Listing Obligations andDisclosureRequirements) Regulations 2015.

During the year under review the independent Directors met on 25th March2022 inter-alia to discuss:

Evaluation of performance of Non-Independent Directors.

Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executiveand Non-Executive Directors. Evaluation of the quality content andtimeliness of flow of information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

11. Directors’ ResponsibilityStatement:

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company forthat period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and forpreventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wereoperatingeffectively and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operatingeffectively.

12. Change in the nature ofbusiness:

During the period under review there is no change in the nature of business of theCompany. The Company continues tooperate in the Manufacturing of SurgicalEquipment’s.

13. Annual return:

A copy of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 (‘the Act’) in the prescribed form is hosted on theCompany’s website and can be accessed at https://kmsgroup.in

14. Particulars of contracts/arrangements with related party:

All related party transactions that were entered into by the Company during thefinancial year under review were on arms’ length basis and in the ordinary course ofbusiness. There are no material significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.Details are annexed in Form AOC-2 “Annexure-B”. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company’s website www.kmsgroup.in.

15. Listing with Stock Exchanges

The shares of the Company are listed on BSE Limited. The Annual Listing fee payable tothe said stock exchanges for the FY2021-2022 has been duly paid.

16. Statutory Auditors & Their Report:

M/s. Kalpesh Jain & Associates Chartered Accountants Mumbai (Firm RegistrationNo.: 132603W) Auditors of theCompany having in compliance with the provisions of Section139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014been appointed as the Statutory Auditors of the Company by the Shareholders of the Companyat their Annual General Meeting held on 30th September 2017 for a period of 5consecutive years so as to hold office as such from the conclusion of the 19thAnnual General Meeting till the conclusion of the 24th Annual General Meetingcontinue as the Auditors of the Company for the FY 2021-2022. The current tenure of M/s.Kalpesh Jain & AssociatesChartered Accountants will expire at the conclusion of theensuing 24th Annual General Meeting. Accordingly the Company has approachedM/s. Dalal Doctor & Associate Chartered Accountants (Firm Registration No.: 120833W)for their appointment as Statutory Auditors of the Company for a period of 5 (Five) yearsfor the FY 2022-23 to 2026-27 so as to hold office from the conclusion of this 24thAGM till theconclusion of 29th AGM of the Company.

M/s. Dalal Doctor & Associate Chartered Accountants (Firm Registration No.:120833W) have submitted their consent for appointment and also a requisite certificatepursuant to the provisions of Section 139 & 141 of the Companies Act 2013 confirmingeligibility & satisfaction of criteria for their appointment as Statutory Auditors ofthe Company.

Upon the recommendation of Audit Committee the Board recommends the appointment ofM/s. Dalal Doctor & Associate Chartered Accountants (Firm Registration No.: 120833W)at the ensuing 24th Annual General Meeting for the approval of the Members ofthe Company. The necessary resolution seeking the approval for their appointment as theStatutory Auditors has duly been included in the notice of the ensuing 24thAnnual General Meeting along with brief credentials and other necessary disclosuresrequired under the Act and theRegulations.

The report of the M/s. Kalpesh Jain & Associates Chartered Accountants Mumbai(Firm Registration No.: 132603W) Statutory Auditors on Financial Statements for the FY2021-22 forms part of the Annual Report which are self-explanatory and do not call for anyfurther comment and the said report does not contain any qualification reservationdisclaimer or adverse remark and they has not reported any incident of fraud pursuant tothe provision of Section 143(12) of the Act accordingly no such details are required tobe reported under Section 134(3)(ca) of the Act.

17. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under Mr. Naveen MaheshwarKarn Practicing Company Secretary was appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure-e to this report. The Companyhas received the Secretarial Audit report without any qualification from SecretarialAuditors of the Company.

18. Cost Auditor:

Pursuant to section 148 ofthe Companies Act 2013 read with Companies(Cost Records andAudit) Rules 2014 as amnded from time to time your Company is not required to appointCost Auditor for the financial year 2021-22.

19. Internal Auditor:

The provision of Section 138 of The Companies Act 2013 applicable to company andcompany has appointed Mr. MayurMahesh as an internal auditor of the Companyto carry outinternal Audit for the financial year2021-22 based on the recommendation of theAuditCommittee.

20. Risk management:

Risk Management is a risk-based approach to manage an enterprise identifying eventsthat may affect the entity and manage risks to provide reasonable assurance regardingachievement of entity’s objective. The risk management process consists of riskidentification risk assessment risk prioritization risk treatment or mitigation riskmonitoring and documenting the new risks. The Company has laid a comprehensive RiskAssessment and Minimization Procedure which is reviewed by the Audit committee andapproved by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. In theopinion of yourBoard none of the risks which have been identified may threaten theexistence of the Company.

21. Internal Control SystemsAnd Their Adequacy:

The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robustManagement Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the AuditCommittee.

22. Deposits:

The Company has not accepted any deposit from the general public withinthe meaning ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

23. Particulars of loans guarantees or investments by the company under section 186:

The company has not given any loans or guarantees or investments covered under theprovisions of Section 186 of the Companies Act 2013 during the FinancialYear 2020-21.

24. Material changes affecting the financial position of the company:

During the year ended March 31 2022 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2022 to which financialresults relate and the date of the Report.

25. Corporate social responsibility:

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its bestpossible ways to involve itself in social development activities.

26. Significant and materialorders passed by the regulators or courts:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concernstatus of the Company and its future operations.

27. Management discussionand analysis:

The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report. Annexure-C.

28. Corporate Governance:

The Company is listed onSME Exchange Hence Corporate Governance Report is notApplicable.

29. Vigil Mechanism/WhistleBlower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations the Company has formulated Whistle Blower Policy for vigilmechanism of Directors and employees to report to the management about the unethicalbehaviour fraud or violation of Company’s code of conduct.

The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of Conduct or policy and also provides for adequate safeguardsagainst victimization of employees by giving them direct access to the Chairman of theAudit Committee in exceptionalcases .The Protected Disclosures if any reportedunder thisPolicy will be appropriately andexpeditiously investigated by the Chairman.

The Policy covers malpractices and events which have taken place / suspected to havetaken place misuse or abuse of authority fraud or suspected fraud violation of Companyrules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.

Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year. Thepolicy is available on theCompany’s website: www.kmsgroup.in.

30. Familiarization programsfor independent directors:

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the familiarization program aims to provide IndependentDirectors with the industry scenario the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant developments so as to enable them to take well informed decisions in a timelymanner. The familiarization program also seeks to update the Directors on the rolesresponsibilities rights and duties under The Companies Act 2013 and other statutes. TheChairman and Managing Director also has a one to one discussion with the newly appointedDirector to familiarize him with the Company’s operations. Further on an ongoingbasis as a part of Agenda of Board / Committee Meetingspresentations are regularly madeto the Independent Directors on various matters inter-alia coveringthe Company’s thedetail of the familiarizationprogram.

31. Performance evaluation

Pursuant to the provisions of Companies Act 2013 and Regulation 25 of the SEBI (LODR)Regulations 2015 the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of all the Committees ofthe Board. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board’s functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligations and governance. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Non- Independent Directors was carried out by the Independent Directors.The Directors expressed their satisfaction with theevaluation process.

32. Code Of Conduct:

Regulation 17(5) of the SEBI Listing Regulations 2015 requires listed Companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. Your Company has adopted and laid downa code of conduct for all Board members and Senior Management of the company pursuant toClause 49 of the erstwhile listing agreement. The code of conduct is available on thewebsite of the company. All Board members and senior management personnel have affirmedcompliance with the Code of Conduct. A declaration to this effect signed by the ManagingDirector is given in this Annual Report.

33. Reconciliation of sharecapital audit:

As stipulated by Securities and Exchange Board of India (SEBI) Mr. Naveen MaheshwarKarn practicing Company Secretary carries out the Reconciliation of Share Capital Auditto reconcile the total admitted capital with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) and the total issued and listedcapital. This audit is carried out every quarter and the report thereon is submitted toStock Exchanges and is also placed before the Board ofDirectors. No discrepancies werenoticed during these audits.

34. Insider Trading

The Company has adopted a ‘Code of Conduct for Prevention of Insider Trading andCorporate Disclosure Practices’ in accordance with the SEBI (Prohibition of InsiderTrading) Regulations

1992 as amended. The policy lays down procedures to be followed and disclosures to bemade while dealing with shares of the Company and cautioning them of the consequences ofviolations. Code of Practices andProcedures for Fair Disclosure of UnpublishedPriceSensitive Information is available on the Company’s website.

35. Disclosure Of MaterialTransactions:

Under regulation 26(5) of SEBI Listing Regulations 2015 Senior Management has madeperiodical disclosures to the Board relating to all material financial and commercialtransactions where they had (or were deemed to have had) personal interest that mighthave been in potential conflict with the interest of the Company. None of the independentdirectors have any material pecuniary relationship or transactions with its Promoters itsDirectors its senior management or its subsidiaries which may affect their independenceand have received a declaration from them to this effect.

36. Particulars of employees:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member maywrite to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2021-22.

The statement of Disclosure of Remuneration under Section 197(12) of the Act and Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014(‘Rules’) is annexed as Annexure-D and forms an integral part of this Report.

37. Conservation of energytechnology absorption and foreign exchangeearning&outgo:

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[3][m] of the Act read with theCompanies [Accounts] Rules 2014 are provided in the ‘Annexure A’ and formspart ofthis Report.

38. Prevention of sexualharrassment at workplace:

The Company has zerotolerance towards sexual harassment at workplaceand has adopted aPolicy on preventionprohibition and redressal of sexual harassment atworkplace in linewith the requirements of theSexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reportedpursuant to the provisions of the said Act.

39. Secretarial standards:

During the Financial Year 2021-22 the company is in compliance with the applicableSecretarial Standards issued by the Institute of Companies of India with respect to Boardand General meetings.

40. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

For and on behalf ofthe board of directors
SD/-
Rekha Devang Kanakia
Chairperson
DIN: 00346198
Date: 6th September 2022
Place: Mumbai

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