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EQUITY - MARKET SCREENER

Kewal Kiran Clothing Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
532732
INE401H01017
77.597363
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
KKCL
19.74
1611.81
EPS(TTM)
Face Value()
Div & Yield %
13.25
10
7.26
 

As on: May 23, 2022 10:33 AM

To

The Members,

Your Board of Directors are pleased to present the 30th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2021.

FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)

(Amount in Lakhs)
Sr. No. Particulars Year Ended March 31, 2021 Year Ended March 31, 2020
i Net Sales/Income from operations 30272.96 52967.01
2 Other Income 1704.36 1753.36
3 Total Expenditure 29757.39 45161.44
4 Gross profit (Before deducting any of the following) 3570.78 11263.42
a. Finance charges 681.04 881.08
b. Depreciation/Amortisation 669.82 823.40
c. Tax provision 277.73 2254.52
5 Net profit for the Period 1942.20 7304.41
6 Other Comprehensive Income 409.73 65.05
7 Total of Comprehensive Income (net of tax) 2351.93 7239.36
8 Profit b/f from previous years 25607.29 24014.15
9 Appropriation of profit 3697.51 5646.22
i) Dividend (Including DDT) on equity shares 3697.51 5646.22
ii) Transfer to Business Progressive fund - -
10 Dividend (in ') per ordinary share 23 43
11 Paid up Equity capital 1232.50 1232.50
12 Reserves except revaluation reserve 17802.40 17,802.40

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

The company achieved a total revenues of Rs. 302.73 crores compared to Rs. 529.67 crores in the previous year. The EBITDA was Rs. 18.67 crores compared to Rs. 95.10 crores and Profit After Tax stood at Rs. 919.42 crores resulting in an EPS of Rs. 15.76 per share. B

Despite the year marred with pandemic induced lock-down, contrary H to marker outlook, the company managed to achieve 57% of its last B year total revenue. The company’s flagship brand "Killer" has stood out in this uncertain environment by contributing 57% of total revenue.

The company continues to adopt its time tested strategy to pursue sustainable and profitable growth.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the k reserves.

SHARE CAPITAL

There is no change in share capital during the financial year 2020-21.

DIVIDEND

The total dividend for the year ended March 31, 2021 stood at Rs.23 per share as compared to Rs.43/- per share in the previous year.

The Board of Directors had in their meeting held on October 22, 2020 declared the first interim dividend of Rs.15/- (150%) per equity share absorbing a sum of Rs.1848.75 lakhs. The record date for the purpose of payment of interim dividend was November 4, 2020 and the said interim dividend was paid in November 2020.

The Board of Directors had in their meeting held on January 22, 2021 declared the second interim dividend of Rs. 8/- (80%) per equity share absorbing a sum of Rs. 986 lakhs. The record date for the purpose of payment of interim dividend was February 4, 2021 and the said interim dividend was paid in February 2021.

The Board thought it prudent to conserve capital in this difficult and uncertain times and have accordingly decided not to recommend any final dividend for the financial year ended March 31, 2021.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated Dividend Distribution policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Annual dividend consists of a few interim dividend and a final dividend at the year end. The Board of Directors seeks to balance member needs of returns and company’s requirement of long term growth. After meeting internal cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividend. The said policy as approved by the Board of Directors has been uploaded on the website of the Company. The dividend distribution policy is available on https://kewalkiran.com/wp-content/ uploads/2021/05/Dividend-policy-KKCL-15.7.2020-.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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. There is no change in the nature of business of the Company.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The company had invested in aggregate Rs.34,550,000% (P.Y. Rs.34,550,000) in Joint Venture "White Knitwear Private Limited" (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached the Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/ CIR/Distribution/Policy /13/05 dated 14.03.2013 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in ... SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein.

WKPL vide its letter dated 04.04.13 has consented for de-notification of its plot of a. Land and undertaken to complete the formal procedure for the same.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of the Company and K-Lounge Lifestyle Limited is a subsidiary of the Company (K-Lounge Lifestyle Limited was incorporated on February 25, 2021).

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditor’s Report form part of the Annual Report.

M/s. K-Lounge Lifestyle Limited being incorporated on February 25, 2021, the first financial statements of the subsidiary company will be drawn up from the period begning February 25, 2021 upto March 31, 2022.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture is attached to the Financial Statements in Form AOC-1.

The Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company www.kewalkiran.com

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated and Standalone Cash Flow Statements for the year ended March 31, 2021 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) of the Listing Regulations, interalia, provides that the annual report of the top 1000 listed entities based on market capitalisation (calculated as on March 31 of every financial year), shall include a Business Responsibility Report("BRR").

Your Company is featuring in the list of top 1000 listed entities as per market capitalisation calculated as on March 31, 2020 and hence the Business Responsibility Report forms a part of this annual report.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

The growth of the branded apparel industry is closely linked to overall economic growth and majorly to consumer sentiments. The industry has witnessed consolidation and exits / closure of some of the brands during the year due to disruption in the economic and market environment thereby affecting consumer sentiment. The prevailing market conditions are likely to continue and challenge the growth as consumer spending will be impacted due to various factors.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

The Indian economy witnessed a bump in FY 202021 starting from complete lock-down to resumption of business activities to re-emergence of virus induced partial lock-down. In the pandemic scenario, the priority was healthcare and subsequent thereto was requirement of cash flow. Individual to business houses have unanimously voted in favor of cash surplus. Preservance of cash flow would impact, in short-term to all consumer spending; however, in the long-term it would help, as better brands will remain in the market and lower tier brands to exit.

CREDIT RATING

CRISIL, India’s leading ratings, research, risk and policy advisory company has assigned ‘AA- / Negative’ for the banking facilities of the company. This will further ensure superior credit terms from the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of the Company viz. https://kewalkiran.com/ investor-new/#tabs_desc_725_11

The Company had during the year, accordingly, transferred to IEPF, the unpaid and unclaimed dividend amounts pertaining to 2nd Interim Dividend 2012-13 of Rs.13,901/-, 3rd Interim Dividend 2012-13 of Rs.8469/- Final Dividend 2012-13 of Rs.2,800/-, 1st Interim Dividend 2013-14 of Rs.19,327.5/- and 2nd Interim dividend 201314 of Rs.21,462/-.Subsequent to the end of the financial year 2020-21 till the date of this report the company transferred the 3rd Interim Dividend 2013-14 of Rs.9225/- to the IEPF. Dividend declared by the Company thereafter, is still lying in the respective unpaid dividend accounts of the Company.

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules. The Company sends out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA on a continuous basis, to take immediate action in the matter.

An aggregate of 403 shares are transferred to the IEPFA till date.

Disclosure with respect to demat suspense account/unclaimed suspense account

The Company does not have any shares in the demat suspense /unclaimed suspense account.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year Date of allotment/ declaration Unclaimed Dividend (in Rs.) Last date for claiming dividend
Final Dividend 2013-14 August 28, 2014 4,998 October 4, 2021
1st Interim Dividend 2014-15 September 10, 2014 22,224 October 17, 2021
2nd Interim Dividend 2014-15 October 17, 2014 15,922.50 November 24, 2021
3rd Interim Dividend 2014-15 January 31,2015 12,215 March 9, 2022
4th Interim Dividend 2014-15 May 14, 2015 4,365 June 22, 2022
Final Dividend 2014-15 August 31,2015 3,841.50 October 8, 2022
1st Interim Dividend 2015-16 June 16, 2015 64,820 July 24, 2022
2nd Interim Dividend 2015-16 November 6, 2015 14,229 December 14, 2022
3rd Interim Dividend 2015-16 February 6, 2016 25,584 March 14, 2023
4th Interim Dividend 2015-16 March 9 , 2016 19,397 April 16, 2023
Final Dividend 2015-16 September 7, 2016 10,159.50 October 14, 2023
1st Interim Dividend 2016-17 October 27, 2016 21,123 December 3, 2023
2nd Interim Dividend 2016-17 January 27, 2017 25,466 March 6, 2024
Final Dividend 2016-17 September 7, 2017 3,601.50 October 14, 2024
1st Interim Dividend 2017-18 April 25, 2017 22,393 June 2, 2024
2nd Interim Dividend 2017-18 October 14, 2017 19,300 November 20, 2024
3rd Interim Dividend 2017-18 January 18, 2018 58,520 February 26, 2025
4th Interim Dividend 2017-18 March 10, 2018 20,110 April 16, 2025
Final Dividend 2017-18 September 4, 2018 9514.50 October 12, 2025
1st Interim Dividend 2018-19 July 21,2018 26,341 August 27, 2025
2nd Interim Dividend 2018-19 October 25, 2018 38470 December 1,2025
3rd Interim Dividend 2018-19 January 23, 2019 66970 March 1,2026
4th Interim Dividend 2018-19 March 7, 2019 32610 April 15, 2026
Final Dividend 2018-19 September 18, 2019 7356 October 25, 2026
1st Interim Dividend 2019-20 June 20, 2019 39974 July 29, 2026
2nd Interim Dividend 2019-20 October 22, 2019 37540 November 28, 2026
3rd Interim Dividend 2019-20 January 28, 2020 68295 March 6, 2027
4th Interim Dividend 2019-20 May 26, 2020 24418 July 2, 2027
Final dividend 2019-2020 September 15, 2020 8075 October 22, 2027
1st Interim Dividend 2020-21 October22, 2020 56684 December 1,2027
2nd Interim Dividend 2020-21 January 22, 2021 81720 March 1,2028

The web-addresses of the company and IEPF Authority, where the details of unpaid and unclaimed amounts lying with the company are uploaded, are https://kewalkiran.com/investor-new/#tabs_desc_725_11 and http://www.iepf.gov.in/

NODAL OFFICER

The nodal officer appointed by the company under the provisions of IEPF is Mr. Abhijit Warange, Vice President - Legal & Company Secretary and the web-address on which the said details are available is https://kewalkiran. com/investor-new/#tabs_desc_725_10

DIRECTORS

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your company, Mr. Hemant P. Jain (DIN: 00029822), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

The Company has recognised the following persons as Key Managerial Personnel in accordance with the Companies Act, 2013.

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Joint Managing Director (designated as Joint Managing Director from May 26, 2021)

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Bhavin Sheth - Chief Financial Officer

6. Mr. Abhijit Warange - Vice President - Legal & Company Secretary

COMPLIANCE WITH THE CODE OF CONDUCT

Your company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman and Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 read with Rule 6(1) and (2) of the Companys (Appointment and Qualification of Directors) Rules, 2014 together SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The details of the number and dates of meetings of the Board of Directors held during the Financial Year 202021 forms part of the Corporate Governance Report.

COMMITTEES

The disclosure of composition of all committees constituted by the Board under the Act and the Listing Regulations and the changes if any in the composition of such committees during the year as well the number and dates of the meetings of the committee are given in the Corporate Governance report, which forms part of this Annual Report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company’s policy on directors’ appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is given at https://kewalkiran.com/wp-content/uploads/2018/12/ nomination-policy.pdf

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The detail of the remuneration policy of the company is given in the Corporate Governance Report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non-Executive Directors and the web-link of the same is https://kewalkiran.com/wp-content/uploads/2018/12/ nomination-policy.pdf

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ report for the year ended March 31, 2021 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure-IV‘ and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) none of the employees listed in the said annexure is a relative of any Director of the company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31, 2021 on a ‘going concern’ basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors,

Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directors’ Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (‘MDAR’) which forms part of this Report.

AUDITORS

The Members of the Company in the 26th Annual General Meeting held on September 7, 2017 had appointed M/s. Khimji Kunverji & Co. LLP, (previously known as Khimji Kunverji & Co.) Chartered Accountants, (Firm Registration No.: 105146W) as the Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2022.

AUDIT REPORT

There are no Qualification or Adverse Remark in the Auditors report which require any explanation from the Board of Directors. The Auditors Report on financial statements forming part of this Annual Report is self-explanatory and do not call for any further comments. During the year under review, no frauds were reported by the auditor under section 143(12) of Companies Act, 2013.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2020-21.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee during the financial year 2020-21. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-24) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure - II.

There were no material related party transaction during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the company at large. The Company has developed a Related Party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is https://kewalkiran.com/wp- content/uploads/2019/01/Related-Party-Transaction- Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https:// kewalkiran.com/wp-content/uploads/2018/12/CSR- policy.pdf

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as Annexure I.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company’s management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your company has put an even greater emphasis to address this risk.

To meet this objective your company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the company have been denied access to the Audit Committee in the Financial Year 2020-21.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at https://kewalkiran. com/wp-content/uploads/2019/01/Whistle-Blower- Policy.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure III and forms an integral part of this report.

There are no Qualification, Reservation or Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS

The company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors, General Meeting, Dividend and The Board’s Report.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board’s Report. Annual Return as at March 31, 2021 is available on the weblink https://kewalkiran.com/wp-content/uploads/2021/08/ Form_MGT_7-.pdf

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Company’s operations.

MAINTENANCE OF COST RECORD

The Company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Khimji Kunverji & Co. LLP, (previously known as Khimji Kunverji & Co), Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; 0

(b) Number of complaints received during the year: 0

(c) Number of complaints disposed of during the year: Not Applicable

(d) Number of cases pending at the end of the year: Not Applicable

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board
Kewalchand P. Jain
Chairman & Managing Director
DIN: 00029730
Place: Mumbai
Date: July 29, 2021