To The Members,
Your Board of Directors are pleased to present the 33rd Annual Report
together with the Audited Accounts of the Company for the year ended March 31, 2024.
FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)
( In lakhs)
Sr. No. Particulars |
Year Ended March 31, 2024 |
Year Ended March 31, 2023 |
1 Net Sales/Income from operations |
86,049.86 |
77,945.34 |
2 Other Income |
3,697.00 |
2,024.56 |
3 Total Expenditure |
69,778.90 |
64,262.49 |
4 Gross profit (Before deducting any of the
following) |
21,414.89 |
17,218.98 |
a. Finance charges |
435.94 |
638.53 |
b. Depreciation/Amortization |
1,010.99 |
873.04 |
c. Tax provision |
4,515.72 |
3,779.31 |
5 Net profit for the Period |
15,452.24 |
11,928.10 |
6 Other Comprehensive Income |
(69.40) |
(75.61) |
7 Total of Comprehensive Income (net of tax) |
15,382.84 |
11,852.49 |
8 Profit b/f from previous years |
35,539.54 |
28,784.51 |
9 Appropriation of profit |
2,465.01 |
4,930.02 |
i) Dividend on equity shares |
2,465.01 |
4,930.02 |
ii) Transfer to Business Progressive fund |
- |
- |
10 Dividend (in ) per ordinary share (Post
Bonus Issue) |
2 |
5 |
11 Paid up Equity capital |
6,162.52 |
6,162.52 |
12 Reserves except revaluation reserve |
15,872.38 |
12,872.38 |
OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS
Financial Year 2024 was marked by resilient financial performance and
strategic initiatives that have reinforced the strong position of the Company in the
branded apparel & lifestyle segment. The Company demonstrated positive sales growth
despite muted consumer demand and tough market conditions. The Company achieved operating
revenues of 86,049.86 lakhs in FY 2024 as against 77,945.34 lakhs in FY 2023, registering
an impressive growth of 10.40% y-o-y backed by an impressive margin profile with EBITDA of
17,717.89 lakhs in FY 2024 as compared to 15,194.41 lakhs in FY 2023. EBITDA margin stood
at 20.59% in FY 2024 as compared to 19.49% in FY 2023, an improvement of nearly 110 bps.
The profit after tax crossed the 150 crore mark and increased to a high of 15,452.24 lakhs
in FY2024 as against 11,928.10 lakhs in FY2023, a robust increase of 29.54% on the back of
an impressive all-round performance. Net Profit Margin rose to an impressive 17.22% in
FY2024 as compared to 14.92% in FY2023.
OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY
India is among the top garment-manufacturing countries in the world.
Indian textiles and apparel products have a history of fine craftsmanship across the
entire value chain yarn, and fabric to apparel with high global appeal. Indian apparel has
found success across fashion centres around the world. India's textile and apparel
industry is one of the biggest contributors to the economy with a 2.3% contribution to the
gross domestic product (GDP) and is also the second largest employer after agriculture,
providing direct employment to 45 million people and 100 million people in the allied
sector.
Source: https://www.ibef.org/exports/apparel-industry-india
India's apparel market is anticipated to generate $106 billion in revenue by 2024 and
is expected to grow at a CAGR of 3.8% from 2024 to 2028. Amid a year of sluggish
consumption, fast fashion stood out as a remarkable exception, becoming one of the few
thriving sectors in India's retail landscape. While the overall fashion industry in
India experienced a modest year-on-year growth of approximately 6% in FY 2024, fast
fashion surged ahead with an impressive growth rate of 30-40%. Further, a notable trend in
the market is the increasing demand for sustainable and ethically produced clothing,
driven by a growing consumer awareness and a shift towards more conscious purchasing
decisions.
The future of the Indian textile and apparel industry looks promising,
buoyed by strong domestic consumption boosted by favourable demographics, rising
disposable incomes and low penetration of organized retail, higher brand consciousness,
increasing digitization, greater purchasing power and increasing urbanization. Continued
government support, will just aid the growth potential for the players. The 10,683 crore
(US$ 1.44 billion) PLI scheme is expected to be a major boost for the manufacturers. The
scheme proposes to incentivise MMF (man-made fibre) apparel, MMF fabrics and 10 segments
of technical textiles products. The Textile Ministry of India earmarked 690 crore (US$
106.58 million) for setting up 21 readymade garment manufacturing units in seven states
for development and modernisation of the Indian textile sector.
EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK
Despite a challenging global landscape, the Indian economy grew by 8.2%
in FY 2024, making it the fastest-growing major economy in the world. Various
high-frequency indicators highlight the robustness of the domestic economy. As of March
31, 2024, Goods and Services Tax (GST) collections reached 1.8 lakh crore, marking an
impressive year-over-year growth of 11.5%. The Purchasing Managers' Index (PMI) for
manufacturing surged to a 16-year high, while the Unified Payments Interface (UPI),
India's primary digital payments system, recorded its highest transaction volume
since its launch in 2016.
With rural demand gaining momentum, consumption is anticipated to be a
key driver of economic growth from 2024 to 2025. Urban consumption indicators also show
robust performance. The government has launched several key initiatives to boost the
economy and promote self-reliance. Stimulus packages aim to support sectors facing
economic challenges, while the Aatmanirbhar Bharat campaign focuses on enhancing domestic
manufacturing growth. Efforts to attract foreign investment include permitting 100%
Foreign Direct Investment (FDI) in single-brand retail through the automatic route, aiming
to streamline business processes and strengthen the Make in India initiative.
Source: RBI Bulletin
The Reserve Bank has upheld its GDP growth forecast at 7.2% for the
fiscal year 2024-25. Looking ahead, India is on track to become the world's
third-largest economy by 2030, surpassing Germany and Japan. The future growth drivers
include robust domestic consumption, strong structural demand, and improved health in both
the corporate and banking sectors. The nation's recovery is fuelled by factors such
as increased domestic consumption, a shift towards renewable energy, better trade
policies, significant infrastructure investments, and ongoing digitalization. With the
implementation of comprehensive strategic reforms, India is well-positioned for sustained
economic advancement.
Source: Economic Times
TRANSFER TO RESERVES
During the year under review no amount has been transferred to reserve.
SHARE CAPITAL
There is no change in share capital during the financial year 2023-24.
DIVIDEND
Your Board of Directors had in their meeting held on January 20, 2024
declared an interim dividend of 2/- (20%) per equity share absorbing a sum of 1,232.50
lakhs. The record date for the purpose of payment of interim dividend was February 2, 2024
and the said interim dividend was paid in February 2024. Your Board has decided not to
recommend final dividend for the financial year ended March 31, 2024.
The total dividend for the year ended March 31, 2024 stood at 2/- per
share (on a equity share capital of 6,16,25,185 shares of 10/- each) as compared to 5/-
per share (on a equity share capital of 6,16,25,185 shares of 10/- each) in the previous
year ended March 31, 2023.
DIVIDEND DISTRIBUTION POLICY
Your Company has formulated Dividend Distribution policy in terms of
Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Annual dividend generally 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 your Board of Directors has been uploaded on the website of the Company. The dividend
distribution policy is available on https://www.kewalkiran.com/ investors.php#Policies
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
YOUR COMPANY
The Company has entered into Shareholders Agreement (SHA) and Share
Subscription and Purchase Agreement (SSPA) for acquisition of 50% stake in Kraus Casuals
Private Limited for 166.51 crores including primary infusion and secondary purchase. The
acquisition will be synergetic and help Company to further deepen its offerings in
Women's Denim and casual wear category thereby making the Company a complete family
apparel Brand House. The acquisition is likely to have an overall positive impact on
revenue and profitability.
DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
White Knitwears Private Limited is a joint venture of your Company,
Kewal Kiran Design Studio Limited (formerly known as K-Lounge Lifestyle Limited) and Kewal
Kiran Lifestyle Limited are the wholly owned subsidiaries of your Company (Kewal Kiran
Lifestyle Limited was incorporated on March 11, 2024).
FINANCIAL STATEMENTS
Your 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.
White Knitwears Private Limited and Kewal Kiran Design Studio Limited
(formerly known as K-Lounge Lifestyle Limited) are yet to commence their respective
businesses. M/s. Kewal Kiran Lifestyle Limited being incorporated on March 11, 2024, the
first financial statements of the subsidiary Company is drawn from the period begining
March 11, 2024 upto March 31, 2025. The subsidiary is yet to commence its business.
Pursuant to Section 129(3) of the Companies Act, 2013 a statement
containing the salient features of the financial statements of the Joint Venture and the
subsidiary is attached to the Financial Statements in Form AOC-1.
The Financial Statements of your Company, Consolidated Financial
Statements along with relevant documents and separate audited accounts in respect of joint
venture and the subsidiary, are available on the website of your 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 Standalone and
Consolidated Cash Flow Statements for the year ended March 31, 2024 forms a part of this
Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In conformity with the provisions of Regulation 34 (2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report forms a part of this annual report.
CREDIT RATING
CRISIL, India's leading ratings, research, risk and policy
advisory Company has assigned AA- / Stable' 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 your Company viz.
www.kewalkiran.com The Company had during the financial year, accordingly, transferred to
IEPF, the unpaid and unclaimed dividend amounts pertaining to 4th interim 2015-16 of
17,780/-, Final Dividend 2015-16 of 9,816/-, 1st Interim Dividend 2016-17 of 18,306/- 2nd
Interim Dividend 2016-17 of 22,576/-.
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 to be 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 2,160 shares are transferred to the IEPFA till date.
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 ) |
Last date for claiming dividend |
Final Dividend 2016-17 |
September 7, 2017 |
3055.5 |
October 13, 2024 |
1st Interim Dividend 2017-18 |
April 25, 2017 |
19915 |
May 25, 2024 |
2nd Interim Dividend 2017-18 |
October 14, 2017 |
15240 |
November 20, 2024 |
3rd Interim Dividend 2017-18 |
January 18, 2018 |
54919.5 |
February 23, 2025 |
4th Interim Dividend 2017-18 |
March 10, 2018 |
18340 |
April 15, 2025 |
Final Dividend 2017-18 |
September 4, 2018 |
8755.5 |
October 8, 2025 |
1st Interim Dividend 2018-19 |
July 21, 2018 |
23849 |
August 23, 2025 |
2nd Interim Dividend 2018-19 |
October 25, 2018 |
34430 |
November 29, 2025 |
3rd Interim Dividend 2018-19 |
January 23, 2019 |
61510 |
February 26, 2026 |
4th Interim Dividend 2018-19 |
March 7, 2019 |
30080 |
April 13, 2026 |
Final Dividend 2018-19 |
September 18, 2019 |
6588 |
October 19, 2026 |
1st Interim Dividend 2019-20 |
June 20, 2019 |
35805 |
July 23, 2026 |
2nd Interim Dividend 2019-20 |
October 22, 2019 |
34150 |
November 22, 2026 |
3rd Interim Dividend 2019-20 |
January 28, 2020 |
62610 |
March 3, 2027 |
4th Interim Dividend 2019-20 |
May 26, 2020 |
22540 |
July 2, 2027 |
Final dividend 2019-2020 |
September 15, 2020 |
7569 |
October 22, 2027 |
1st Interim Dividend 2020-21 |
October 22, 2020 |
51479 |
November 27, 2027 |
2nd Interim Dividend 2020-21 |
January 22, 2021 |
58746 |
February 25, 2028 |
1st Interim Dividend 2021-22 |
October 28, 2021 |
48867 |
December 3, 2028 |
2nd Interim Dividend 2021-22 |
January 27, 2022 |
119561 |
March 4, 2029 |
3rd Interim Dividend 2021-22 |
May 11, 2022 |
136587 |
June 11, 2029 |
1st Interim Dividend 2022-23 |
October 21, 2022 |
276609 |
November 23,2029 |
2nd Interim Dividend 2022-23 |
April 27, 2023 |
182504 |
May 30, 2030 |
1st Interim Dividend 2023-24 |
January 20, 2024 |
56337 |
February 21, 2031 |
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://www.kewalkiran.com/ investors.php#Unpaid%20Dividend%20Data and http://www.
iepf.gov.in/
NODAL OFFICER
The nodal officer appointed by your 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://www.kewalkiran.com/investors. php#IEPF%20Nodal%20Officer/%20List%20of%20shares%20
due%20for%20transfer%20to%20IEPF
DIRECTORS
During the year the below individuals were appointed w.e.f. January 20,
2024 as Non Executive Independent Directors of your Company:
1. Mr. Paresh H. Clerk |
2. Mr. Jayraj S. Sheth |
3. Ms. Ushma Sheth Sule |
Further the following individuals retired on March 31, 2024 as Non
Executive Independent Directors of your Company after completing their second term of
consecutive five years:
1. Dr. Prakash A. Mody |
2. Mr. Nimish G. Pandya |
3. Mr. Yogesh A. Thar |
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 |
Your Company has recognized the following persons as Key
Managerial Personnel (KMP) in accordance with the Companies Act, 2013. |
1. Mr. Kewalchand P. Jain Chairman and Managing Director |
2. Mr. Hemant P. Jain Joint Managing Director |
3. Mr. Dinesh P. Jain Whole-time Director |
4 Mr. Vikas P. Jain Whole-time Director |
5. Mr Bharat Adnani Chief Financial Officer (CFO) |
6. Mr. Nimesh Anandpara Deputy Chief Financial Officer |
7. Mr. Abhijit Warange Vice President Legal & Company Secretary
There were no resignation or new appointments of Key Managerial Personnels during in the
year.
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 Directors 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 with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have registered
their names in the Independent Directors Databank. Further, the Board members are
satisfied with regard to integrity, expertise and experience (including the proficiency)
of the Independent Directors of the Company. The details of familiarisation programme for
Independent Directors are available on the Companys website at
https://www.kewalkiran.com/admin/uploads/
categoryfiles/943DetailsofFamiliarization23-24.pdf
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 2023-24 forms part of the Corporate Governance
Report.
COMMITTEES
The disclosure of composition of all Committees constituted by your
Board under the Act and the Listing Regulations and the changes if any in the composition
of such Committees during the year as well as the number and dates of the meetings of the
Committee are given in the Corporate Governance report, which forms part of this Annual
Report.
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, 2024, 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, 2024 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 31st Annual General Meeting held on
September 6, 2022 had appointed M/s. Jain & Trivedi, Chartered Accountant, as the
Statutory Auditors and M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of
the Company for a period of five years i.e. to hold office from the conclusion of 31st
Annual General Meeting till the conclusion of the 36th Annual General Meeting of the
Company to be held in the year 2027.
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
Your 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 2023-24.
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 2023-24. 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.
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.
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 transactions 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://www.kewalkiran.com/investors. php#Policies
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 organization 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 suspected fraud or violation
of the Company's Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization 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 2023-24.
The Policy on whistle blower/ vigil mechanism may be accessed on the
Company website at https://www.kewalkiran.com/ investors.php#Policies
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
Your 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.
COMPANY'S POLICY ON DIRECTOR'S 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, your 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://www.kewalkiran.com/investors.php#Policies 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://www. kewalkiran.com/investors.php#Policies
ANNUAL BOARD EVALUATION
Your 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, 2024 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.
CORPORATE SOCIAL RESPONSIBILITY 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 Corporate Social Responsibility Policy may be accessed on the Company's
website at https:// www.kewalkiran.com/investors.php#Policies . The Company considers
Corporate Social Responsibility spend in the areas of Healthcare, Education, Animal
welfare and such other areas as the Board may deem fit from time to time so as to qualify
as a Corporate Social Responsibility spend pursuant to the Corporate Social Responsibility
Policy of the Company and in accordance with the provisions of the Companies Act 2013 and
the rules made there under.
The report on Corporate Social Responsibility initiatives as required
under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as
Annexure-V.
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, your 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, 2024 is available on website of the Company www.kewalkiran.com
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
Your 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. Jain & Trivedi,
Chartered Accountants and M/s N.A Shah Associates LLP, 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: 0
(d) Number of cases pending at the end of the year: Not Applicable
ACKNOWLEDGEMENTS
Your 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 |
Place: Mumbai |
Chairman & Managing Director |
Dated: August 13, 2024 |
DIN: 00029730 |