As on: Dec 09, 2023 05:32 PM
Dear Members,
Your Directors are pleased to present the 17th Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2023.
1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Company s financial performance (Standalone and Consolidated) during the financial year ended 31st March, 2023 are summarized in the following table:
(In Rs. Lakh)
Standalone
*As the Company did not have any subsidiary / associate company during the previous year, the corresponding figures for the previous year have not been given in respect of the consolidated financial results.
The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.
The Financial Statements as stated above are available on the Company s website at http://borosilrenewables.com/Investor.html?q=AnnualReports
2. COMPANY'S PERFORMANCE REVIEW:
The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended 31st March, 2023, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles.
Your Company s standalone revenue from operations for the financial year ending 31st March, 2023 stood at
Rs. 8,889.78 Lakh as compared to previous year Rs. 9,642.24 Lakh during the previous financial year. The Company has achieved Standalone EBIDTA (including other income) of Rs. 928.59 Lakh during the financial year 2023 as against that of EBIDTA of Rs. (1479) Lakh for the previous financial year 2022. The Standalone profit before tax for the financial year under review is 301.37 Lakh as compared to previous year Rs. (2,100.35) Lakh.
As the Company did not have any subsidiary / associate company during the previous year, the corresponding comparison is not possible in respect of the consolidated financial results.
Your Directors express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.
3. IMPACT OF COVID-19
The global pandemic has significantly impacted the role of Facilities Managers (FMs) and brought about several changes in the workplace. Here are some key points regarding the changing role of FMs:
Building Compliance and Safety: FMs played a crucial role in shutting down offices and ensuring compliance with government guidelines during the lockdown. They have been responsible for preparing buildings for the safe return of occupants, implementing social distancing measures, restructuring workplace layouts, and installing screen dividers to limit close contact.
Facilitating Hybrid Working: The rise of remote and hybrid working has led to the redesign of workplaces. FMs are involved in reducing the number of desks, creating more collaborative spaces, and setting up hot desks for flexible use by employees.
Integrated Technology: FMs are utilizing location awareness and sensor technology to monitor occupancy and understand space utilization. Smart sensors help in restructuring buildings and adjusting parameters like temperature and humidity. Facilities management software is being integrated with internal systems and apps to improve efficiency and streamline processes.
Increased Compliance: FMs have had to stay updated with changing guidelines and regulations related to health and safety. Stricter governance and safety ratings, such as the WELL Health-Safety Rating, have put greater pressure on FMs to ensure building compliance and occupant safety.
Overall, the pandemic has highlighted the importance of FMs in creating a safe working environment, managing risks, and ensuring building compliance. FMs now have more responsibilities and play a crucial role in maintaining the well-being of building occupants.
4. DIVIDEND
Your Directors would like to use the profits earned for improving business and hence do not 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 to Investor Education & Protection Fund (IEPF).
Type of Dividend
Rate (%)
Date of Declaration
Date of Transfer to IEPF
Dividend Account
6. TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.
7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
8. CHANGES IN NATURE OF THE BUSINESS, IF ANY
The Company Continued to carry Business of Integrated Hospitality and Facility Management and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.
9. SHARE CAPITAL
In the 16th AGM of the company, the Authorized Share Capital of the company was increased by Rs. 9,00,00,000/- divided into 90,00,000 Equity Shares of Rs. 10/- each.
During the year under review, your company has issued shares on Rights issue basis of 1,00,19,200 Fully paid-up equity shares of face value of 10.00/- each at a price of 24.00/- aggregating to 24,04,60,800.00/- on a rights issue basis to the eligible shareholders of the company in the ratio of 1 lot of rights share for every 1 lot of equity share held i.e., 3,100 rights shares for every 3,100 equity shares held by such eligible shareholders as on the record date.
Amount (Rs.)
90,00,000
10/-
9,00,00,000/-
1,00,19,200
10,01,92,000/-
10. UTILISATION OF FUNDS RAISED THROUGH RIGHTS ISSUE
During the year 2022-23, your company has issued shares on Rights issue basis of 1,00,19,200 Fully paid-up equity shares of face value of 10.00/- each at a price of 24.00/- aggregating to 24,04,60,800.00/- on a rights issue basis primarily for Working Capital, majority of these funds were utilized towards the said purpose and the remaining funds are in the Banks of the company. There has been no deviation or variation in the utilization of Issue proceeds, from the objects stated in the Letter of offer document.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.
12. PUBLIC DEPOSITS
During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure I.
All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.
14. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
During the year, the following companies have become Subsidiaries / Associate Company. The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.khfm.in/financials.php?ID=9.
Subsidiaries
KHFM Infra Projects Private Limited: KHFM Infra Projects is a wholly owned subsidiary of the Company. It was primarily established as a special purpose vehicle to perform the work of Plantation works along Hindu Hrudaysamrat Balasaheb Thackery Maharashtra Samruddhi Mahamarge on EPC mode for Ch. Km. 0+000 to Km. 31+000 Km (Section-Village Shivmadka to Village Khadki Amgaon, Nagpur District) (Total length - 31 Km) LPP 01".
KHFM & DP Jain Company: It is a Partnership Firm by creating a partnership by our company having 99% Share and DP Jain & Company Private Limited having remaining 1% Share. It was primarily established as a special purpose vehicle to perform the work of Plantation works along Hindu Hrudaysamrat Balasaheb Thackery Maharashtra Samruddhi Mahamarge on EPC mode for Ch.Km. 623+479 to 664+479(Section-Village Tarangapada - Pimpri Sadroddin to Village Birwadi, Nashik and Thane District) (Total Length-41.10 km) LPP 14.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in the composition of the Board of Directors during the year under review.
i. The Directors and Key Managerial personnel of the Company as on 31st March, 2023 are as below:
? Mr. Rahul Krishna Pathak was appointed on the post of Company Secretary-Compliance Officer & Chief Financial Officer w.e.f. December 29, 2022.
ii. During the Financial year 2022-23:
Change in Board of Directors and KMP s:
iii. Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Office of Mrs. Sujata Ravindra Hegde (DIN: 01829352), Director liable to retire by rotation at this Annual General Meeting, and being eligible, she has offered herself for re-appointment. Accordingly the proposal for her re-appointment has been included in the Notice convening the Annual General Meeting of the Company.
A brief resume of Director seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/chairmanships of the Committees of the respective Boards, Shareholding 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 of the Annual Report.
iv. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 from Independent Directors:
The Company has duly complied with the definition of 'Independence' in according to the provisions of Section 149(6) of, read with Schedule IV- Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.
v. Company's Policy on Directors' Appointment and Remuneration etc.
The Company has devised, inter alia, a policy on Director s appointment and Remuneration including Key Managerial Personnel and other employees. This policy outlines the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmarks.
There has been no change in the policy during the year under review.
The aforesaid policy is available on the website of the Company at https://www.khfm.in/financials.php?ID=9.
vi. Disqualification of Directors:
During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
16. COMMITTEES OF THE BOARD
As on March 31, 2023, the Board has constituted various committees in accordance with the 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 per section 177 of the
Companies Act, 2013.
The composition of the Audit committee as follows: -
All members of the Audit Committee have the requisite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. 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 2022-23, the Audit Committee of the Board of Directors met Four times viz 15.06.2022, 06.10.2022, 07.11.2022 and 02.02.2023.
The Role and powers of the committee are as under:
1) Overseeing the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to: a) Matters required to be included in the Directors Responsibility Statement in the Board s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on the exercise of judgment by management. d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any related party transactions. g) Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditor s independence and performance and effectiveness of audit process.
8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary. 11) Evaluation of internal financial controls and risk management systems.
12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 14) Discussion with internal auditors on any significant findings and follow up there on. 15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. 18) To review the functioning of the Whistle Blower mechanism, in case the same exists. 19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate. 20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee. 21) To implement Ind AS (Indian Accounting Standards), whenever required. 22) Monitoring the end use of funds raised through public offers and related matters. The Audit Committee shall mandatorily review the following information: a. Management Discussion and Analysis of financial condition and results of operations. b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management. c. Management letters / letters of internal control weaknesses issued by the statutory auditors. d. Internal Audit Reports relating to Internal Control Weaknesses. e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee. 23) Statement of deviations: a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1). b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
Powers of the Audit Committee:
Investigating any activity within its terms of reference; Seeking information from any employee; Obtaining outside legal or other professional advice; and
Securing attendance of outsiders with relevant expertise, if it considers necessary.
ii. Nomination & Remuneration Committee
The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.
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 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
During the Financial Year 2022-23, the Nomination and Remuneration Committee of the Board of Directors met Four times viz 15.06.2022, 06.10.2022, 07.11.2022 and 02.02.2023.
ROLE OF THE COMMITTEE:
Role of Nomination and Remuneration Committee are as under: a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates. b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors. c) Devising a policy on diversity of Board of Directors. d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal. e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee. iii. Stakeholders Relationship Committee
The Company has constituted a stakeholders relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The composition of the Stakeholders Relationship Committee is as under:
During the Financial Year 2021-22, the Stakeholders Relationship Committee of the Board of Directors met Two times viz 06.10.2022 and 02.02.2023.
The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following: a. Redressal of shareholders /investors complaints; b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent; c. Issue of duplicate certificates and new certificates on split/consolidation/renewal; d. Non-receipt of declared dividends, balance sheets of the Company; and e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure b) Requirements) Regulations, 2015.
The details of Investors complaints received and resolved during the year 2022-2023 are as under:
17. BOARD MEETINGS HELD DURING THE YEAR
During the year under review, Seven meetings of the board were held in compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting.
The details are as follows:
The Board of Directors met 7 times, the details of which is given below. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participates in the meetings and contributed valuable inputs on the matters brought before the Board of Directors.
Name of the Director
No. of Board Meetings
*Mr. Kapildeo Agrawal has been appointed on the board of the company as an Additional Independent Director with effect from July 21, 2022.
18. FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board s functioning such as adequacy of the composition of the Board and its
Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.
The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.
19. DIRECTORS' RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably 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 had been followed along with proper explanation relating to material departures, if any; b) The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31st March 2021 and of the profit of your Company for the year ended on that date; c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company, and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a going concern basis; e) Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively; f) Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2023 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, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
? The Steps taken by Company for utilizing alternate source of energy: Nil ? The capital investment on energy conservation equipment's: Nil B. TECHNOLOGY ABSORPTION:
? The efforts made towards technology absorption: Nil
? The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
? In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The operations of the Company is limited to the Indian boundaries. Hence, there are no Foreign Exchanges earnings or outgo.
21. EXTRACT OF THE ANNUAL RETURN
As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board s Report in Form No. MGT-7, in case the web link of such annual return has been disclosed in the Board s report in accordance with subsection (3) of section 92 of the Companies Act, 2013.
The Annual Return for the financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Company s website at https://www.khfm.in/.
22. CORPORATE GOVERNANCE
Since the Company s securities are listed on SME Platform of NSE (i.e. SME Emerge), by virtue of
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence
Corporate Governance does not form part of this Board s Report.
23. COMPLIANCES OF SECRETARIAL STANDARDS
The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard 1 ( SS-1 ) on Meetings of the Board of
Directors and Secretarial Standard - 2 ( SS-2 ) on General Meetings, during the FY 2022-23.
24. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.
26. PARTICULARS OF EMPLOYEES
The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration 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 managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them
Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure III.
28. AUDITORS
(a) Statutory Auditor
Pursuant to the provisions of section 139(1) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Bhushan Khot & Co., Chartered Accountants (Firm Registration Number: 116888W) have been appointed as Statutory Auditor of the Company for a period of five consecutive years, till the conclusion of the 17th Annual General Meeting of the Company, to be held in the year 2023.
It is hereby informed that the Auditor M/s. Bhushan Khot & Co., Chartered Accountants, Mumbai has been proposed to get re-appointed as Statutory Auditor for the Second Term of five years from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company to be held in the year 2028, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors.
(b) Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s. Mishra & Associates, Practicing Company Secretaries of Mumbai, to conduct the secretarial audit for FY 2023-24. The Secretarial Audit Report, issued by M/s. Mishra & Associates, Company Secretaries for the FY 2022-23, is set out in Annexure IV to this Report.
(c) Internal Auditor
Pursuant to the provisions of section 138(1) of the Companies Act, 2013, as amended from time to time, M/s C.C. Talreja & Co., Chartered Accountants (Firm Registration Number: 157820W) was appointed as internal Auditor of the Company for the financial year 2021-22. The Board of Directors has re-appointed him as Internal Auditor of the Company for the financial year 2023-24.
29. 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 a regulating authority or court or tribunal that could affect the going concern status and company s operation in future.
30. VIGIL MECHANISM
Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report and the Whistle Blower Policy has been uploaded on the website of your Company, www.khfm.in under the head investor section.
31. REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board s
Report. There were no frauds disclosed during the Financial Year.
32. CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.
33. 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 adopted the "Code of Conduct to regulate, monitor and report trading by designated persons in Listed" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, 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 and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of, legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for 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 case of any violation/non-compliance of the Company s Insider Trading Code.
34. MEANS OF COMMUNICATION
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company's Website and stipulated communications to Stock Exchange where the Company's shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of
Meetings, Company s Policies etc.
35. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
Your Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial Year 2022-23, the company has received no complaints on sexual harassment.
36. HUMAN RESOURCE
Your Company s human resources is the strong foundation for creating many possibilities for its business. During the year under review, your Company added greater employee talent through seamless integration of acquired assets. Continuous people development for developing knowledge and skills coupled with the Talent
Management practices will deliver the 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 on ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
37. WEBSITE
The Company has a website addressed as www.khfm.in. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be 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.
38. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
A policy known as "Appointment criteria for Directors & Senior Management and their Remuneration
Policy" approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.
39. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 and rules made thereunder are not applicable to the Company during the Financial Year 2022-23.
40. OTHER DISCLOSURE
? There has been no change in the nature of business of the Company during the year under review.
? No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries. ? The Company does not have any scheme or provision of providing money for the purchase of its own shares by employees or by trustees for the benefit of employees. ? The Company has not accepted any public deposit during the year under review. ? There has been no issuance of shares (including sweat equity shares) to employees of the Company under any scheme. ? There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. ? There was no instance of one-time settlement with any Bank or Financial Institution.
41. ACKNOWLEDGEMENT
Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.
Your Directors very warmly thank all our employees for their contribution to your Company s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.