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EQUITY - MARKET SCREENER

KHFM Hospitality & Facility Mgt. Services Ltd
Industry :  Hotels
BSE Code
ISIN Demat
Book Value()
535159
INE00UG01014
18.6549055
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
KHFM
0
46.11
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Sep 28, 2022 12:26 PM

Dear Members,

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

1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Company's performance during the financial year ended 31st March, 2021 are summarized in the following table:

PARTICULARS Financial Year 2020-21 Financial Year 2019-20
Turnover 114,98,31,047 1,15,24,89,456
Other Income 41,17,514 68,92,197
Profit Before Depreciation, 7,71,23,896 9,56,11,485
Interest and Tax
Interest 5,10,28,978 4,30,49,407
Profit Before Depreciation and 2,60,94,918 5,25,62,078
Tax
Depreciation and amortization expense 29,19,312 28,31,821
Profit Before Tax 2,31,75,606 3,05,14,999
Tax Expenses:
Current Tax 58,48,981 90,96,814
Reversal of Provision of Income 39,58,165 (32,71,206)
Tax
Deferred Tax (1,92,56,077) (87,282)
Profit / (Loss) for the Year 3,26,24,536 4,39,91,931

2. IMPACT OF COVID-19

Company has followed guidelines issued by the government and has taken all the steps to ensure safety of its worker and employees. Further, the company had strong business continuity plan during the pandemic and so there was continuity in the business and no break down was noticed during the year. The COVID-19 pandemic disrupted even the most well-managed workplaces and turned normalcy on its head. Since the pandemic took hold, facilities managers have battled back to explore new opportunities for remote work or socially distant workplaces.

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

To survive this pandemic, company need to focus on customer care and concerns, stay connected to customers as per their channel choice, build agile capabilities for fluid times, and adapt to situation-based circumstances. Organizations would need to rethink their business and operating models.

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

3. COMPANY'S PERFORMANCE REVIEW:

Your Company's revenue from operations for the financial year ending 31st March, 2021 stood at Rs. 114,98,31,047/- as compared to Rs. 1,15,24,89,456/- during the previous financial year. The Company has achieved EBIDTA (including other income) of Rs. 7,71,23,896/- during the financial year 2021 as against that of EBIDTA of Rs. 9,56,11,485/- for the previous financial year 2020. The profit before tax for the financial year under review is Rs. 2,31,75,606/- as against Rs. 3,05,14,999/- for the previous financial year 2020. Profit after tax was positively impacted by the tax benefits availed under Section 80JJAA of the Income Tax Act, 1961 and deferred tax benefits.

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

4. DIVIDEND

Your Directors would like to use the profits earned for improving business and hence 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).

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

6. TRANSFER TO RESERVES

No amount has been transferred to reserves and the profit for the year has 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

Mr. Ravi Vimal Nevatia, Independent Director of the Company, resigned from the board due to his pre-occupation elsewhere vide letter dated July 30, 2021 The Board appreciated for the guidance provided by Mr. Ravi Vimal Nevatia during his tenure as an independent director on the board as Independent Director.

There have been no other 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.

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

8. CHANGES IN NATURE OF THE BUSINESS, IF ANY

The Company Continued to carry Business of Integrated Hospitality and 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

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

As at March 31, 2021, the Authorized Share Capital of the Company is Rs. 12,00,00,000/- divided into 1,20,00,000/- equity shares of Rs. 10/- each.

Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2021 is Rs. 9,69,90,000/- divided into 96,99,000/- equity shares of Rs. 10/- each.

10.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

11. PUBLIC DEPOSITS

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

12. 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.

13. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

ii. During the Financial year 2020-21:

Change in Board of Directors and KMP s:

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

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

iii. Retire by Rotation

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

During the financial year 2020-2021 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.

15. COMMITTEES OF THE BOARD

As on March 31, 2021, 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: -

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

All members of the Audit Committee have the requisite qualification for appointment 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 2020-21, the Audit Committee of the Board of Directors met Four times viz 23.07.2020, 07.09.2020, 05.01.2021 and 24.03.2021.

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

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. Nomination & Remuneration committee was re-constituted on 24th March, 2021 after change in designation of Mr. Saurav Hegde.

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.

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

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

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

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

The composition of the Stakeholders Relationship Committee is as under:

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

Ms. Riddhi Ravindra Hegde Member Non- Executive Director

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

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

16. BOARD MEETINGS HELD DURING THE YEAR

During the year under review, five meetings of the board were held in compliance 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:

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

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

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

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

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

17. 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.

18. 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.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2021 is given below:

A. CONSERVATION OF ENERGY:

? The Steps taken or impact on conservation of energy:

The operations of the Company do not involve high energy consumption. However, 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):

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

20. EXTRACT OF THE ANNUAL RETURN

As per the amendment in Rule 12 of Companies (Management and Administration) 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 sub-section (3) of section 92 of the Companies Act, 2013.

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

21. CORPORATE GOVERNANCE

Since the Company's securities are listed on SME Platform of NSE (i.e. SME Emerge), 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.

22. COMPLIANCES OF SECRETARIAL STANDARDS

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

23. 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.

24. 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.

25. 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. 26. 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.

Pursuant to the provisions of section 139(1) of the Companies Act, 2013, as amended with effect from May 07, 2018, ratification of the appointment of the statutory auditors, by the Members at every Annual General Meeting during the period of their appointment, 2020-21 has been withdrawn from section 139(1) of the Companies Act, 2013 with effect from that date. In view of the above, no resolution is proposed for ratification of appointment of the Statutory Auditor at the Annual General Meeting, and a note in respect of the same has been included in the Notice of the Annual General Meeting.

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with 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 2021-22. The Secretarial Audit Report, issued by M/s. Mishra & Associates, Company Secretaries for the FY 2020-21, is set out in Annexure IV to this Report.

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

Response to Point No. 1

Due to outbreak of the COVID-19 and the subsequent lockdown imposed by the Central Government hampering businesses and the day-to-day functioning of the Companies, caused the delay in appointing a Qualified Company Secretary as the Compliance Officer of the Company, as required by Regulation 6(1) of Listing Regulations. The Board of Directors of the Company which continues to make efforts to find a suitable candidate for the said appointment but was not able to complete such appointment ahead of the due date, and after making efforts, Company appointed Mr. Rahul Krishna Pathak as Company Secretary and Compliance Officer w.e.f. 01st December, 2020 at the Board Meeting held on 05th January, 2021.

Response to Point No. 2

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

Response to Point No. 3

Due to outbreak of the COVID-19 and the subsequent lockdown imposed by the Central Government hampering businesses and the day-to-day functioning of the Companies, caused the delay in submitting the half yearly Financial Result for half year ended 30th September, 2020, as required by Regulation 33 of Listing Regulations. The Board of directors of the company caught up in ensuring the smooth operations of the Company and the company faced issues in gathering the data from the stakeholders and the connected parties due to the pandemic.

Response to Point No. 4

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

(c) Internal Auditor

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

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR

OR COURT OR TRIBUNAL

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

28. 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.

29. 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.

30. 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.

31. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015, as amended, the Company has formulated and 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.

32. 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.

33. 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 2020-21, the company has received no complaints on sexual harassment.

34. 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.

35. 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.

36. 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.

37. CORPORATE SOCIAL RESPONSIBILITY

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

38. 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.

For and on behalf of the Board
FOR KHFM HOSPITALITY AND FACILITY
MANAGEMENT SERVICES LIMITED
Ravindra Malinga Hegde Sujata Ravindra Hegde
Managing Director Director
DIN: 01821002 DIN: 01829352
Date: October 29, 2021
Place: Mumbai