Dear Shareholders,
Your Directors have pleasure in presenting the 32 Annual Report and Audited Accounts of
the Company for the year ended 31 March, 2024.
FINANCIAL RESULTS
The highlights of the standalone performance of your Company during the financial year
2023-24 are given hereunder;
|
Standalone |
Consolidated |
| Particulars |
Current Year 2023-24 |
Previous Year 2022-23 |
Current Year 2023-24 |
Previous Year 2022-23 |
| Total Revenue |
25,969.55 |
51,563.20 |
26,774.95 |
53,713.61 |
| Total Expenditure before interest, depreciation, exceptional, extraordinary items and
income tax |
25,891.89 |
51,436.69 |
26,579.01 |
53,539.45 |
| Gross Profit before interest, depreciation, exceptional, extraordinary items and
income tax |
77.66 |
126.51 |
195.94 |
174.16 |
| Less: Finance Cost |
2,391.47 |
2,230.46 |
2,557.82 |
2,320.18 |
| Depreciation |
1,457.21 |
1,572.21 |
1,470.86 |
1,582.58 |
| Profit/(Loss) before Exceptional & Extra-ordinary items |
(3,771.01) |
(3,676.16) |
(3,832.74) |
(3,728.60) |
| Add: Exceptional Items (Income) |
256.75 |
- |
256.75 |
- |
| Profit /(Loss) before tax |
(3,514.26) |
(3,676.16) |
(3,575.99) |
(3,728.60) |
| Less: Deferred tax |
(988.21) |
(936.70) |
(1,003.25) |
(931.67) |
| Profit / (Loss) for the period |
(2,526.05) |
(2,739.46) |
(2,572.74) |
(2,796.93) |
OPERATIONS
The Operating Revenue of the Company stands reduced by 49.64% from Rs. 51,563.20 Lakhs
in the previous year to Rs. 25,969.55 Lakhs in the current year. After charging
depreciation, interest and other overheads, the Company recorded a loss of Rs. 3,514.26
Lakhs as compared to the loss of Rs. 3,676.16 Lakhs in the previous year. The details of
division-wise performance and other operational details are discussed at length in the
Management Discussion and Analysis section.
During the year the Company has received notice from the Government of Tamil Nadu
through the local District Administration directing the Company not to draw the water from
Bhavani river which is the only source of water for the Company. Hence, major operations
of the Company remain shut down in view of the prevailing water scarcity.
There has been no change in the nature of business of the Company.
ENVIRONMENT, SOCIAL AND GOVERNANCE
The Company holds due certification under Occupational Health and Safety Management
System-ISO-45001 which is also focused on environmental management system. It ensures that
the manufacturing of products is carried on without affecting the environment in the
working area and surroundings.
The Company has once again achieved outstanding scores in the apparel industry as
verified by a leading brand assessor continuously this year also and has been meticulously
following various environmental measures and carbon reduction programs to achieve the
above. The Company has introduced in-house developed Agitated Thin Film Dryer (ATFD) to
concentrate the RO reject water to fine tune the existing Zero Liquid Discharge system.
The Company is maintaining a hospital for serving the community including supply of
medicines at subsidised cost. As a part of social environmental protection, agro forestry
has been developed with a demo plant with the technical support of Forest College,
Coimbatore. Besides necessary essential services like providing potable drinking water to
nearby villages, financial aids to schools etc., are also rendered.
HEALTH AND SAFETY
The Company has obtained certification under Occupational Health and Safety Management
System-ISO-45001 which is an Integrated Management System focusing on an organization's
occupational health and safety management system. This standard
13 guides us to identify and control the conditions and factors that affect the
well-being of employees, contractors, visitors and any other person in the workplace.
The Company is implementing various health and safety practices in continuous manner as
per Occupational Health and Safety Management System-ISO-45001 standards and legal
requirements.
The Company is conscious of improving the occupational and personal health of its
employees. In addition, the Company contributes to the well-being of its employees as also
people living around the factory premises by organising free medical camps, health
check-up at in-house hospitals on regular basis.
The Company provides a safer work environment for its employees. Basic equipment are
provided to ensure safety from fire.
Awareness classes are being conducted periodically with the help of internal/external
agencies about the basic safety, fire fighting, mock drills, mass evacuation, first aid,
etc.,
DIVIDEND
Since the Company has incurred loss during the year under review, the Board of
Directors has not recommend dividend for the year 2023-24.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the year under
review. However, the amount of loss of Rs. 2323.35 Lakhs for the current year has been
adjusted against the surplus under the head "other equity" of the Company.
SHARE CAPITAL
During the year under review, the Company has not altered/modified its authorised share
capital and the Company has not made any fresh issue of shares.
As on 31 March 2024, the authorized capital of the Company is Rs. 31,00,00,000/-
divided into 3,10,00,000 equity shares of Rs. 10/- each, and the Issued, Subscribed and
Paid-up equity capital of the Company is Rs. 25,63,78,250/- divided into 2,56,37,825
equity shares of Rs. 10/- each fully paid up.
TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Sections 124 and 125 of the Companies Act, 2013, (the "Act")
unclaimed or unpaid dividend relating to the financial year 2016-17 is due for remittance
to the Investor Education and Protection Fund ("IEPF") established by the
Central Government.
During the year under review, as per the requirements of Section 124(6) of the Act and
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, (IEPF Rules) 53,535 Equity Shares of Rs. 10/- each on which dividend had
remained unclaimed for a period of 7 years have been transferred to the credit of the
demat account identified by the IEPF Authority. Accordingly, 8,25,130 Equity Shares of the
Company stand transferred to the credit of the Demat Account of the IEPF Authority as on
31 March 2024.
WEB LINK OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 as required under
Section 92(3) of the Act can be accessed on the Company's website at the link
https://www.kgdenim.com/annual-return/
BOARD AND ITS COMMITTEE MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW
The details of the composition of the Board and its Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate
Social Responsibility (CSR) Committee and the Meetings held and attendance of the
Directors at such Board / Committee Meetings are provided in the Corporate Governance
Report under relevant heads which forms a part of this Report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company has duly complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and
General Meetings (SS-2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement of Section 134(3)c of the Act, with respect to Directors'
Responsibility Statement, it is hereby confirmed that a) In the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departure from those standards;
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 a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the loss of the Company for that period;
c) The Directors have taken proper and sufficient care for 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 have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) The Directors had devised proper system to ensure compliance with the provisions of
all the applicable laws and such systems were adequate and operating effectively;
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There was no instance of fraud as identified or reported by the Statutory Auditors
during the course of their audit.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Act and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
['SEBI Listing Regulations'] so as to qualify themselves as Independent Directors.
Further, they have also declared that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgment and without any external
influence.
Based on the confirmation / disclosures received from the Directors and on verification
of the relationships disclosed, the following Non-Executive Directors are identified as
Independent:
Mr. Jaganmohan Ramachandran, Mrs. Lakshmi Pattabi Raman, Mr. A P Seturaaman, Mr. N
Govindarajan and Mr. Duraipandian Kumaravel.
Pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, the names of all the independent directors have been included in the data
bank of the Indian Institute of Corporate Affairs.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board of Directors have evaluated the Independent Directors appointed/ re-appointed
during the year 2023-24 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors are satisfactory.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred
st
between the end of the financial year of the Company to which the financial year ended
31 March, 2024 relate and the date of the report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER
MATTERS
Pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4)
of the SEBI Listing Regulations on the recommendation of the Nomination and Remuneration
Committee, the Company has framed a policy on nomination, appointment and remuneration of
Directors, Key Managerial Personnel, Senior Management Personnel and employees of the
Company including criteria for determining qualifications, positive attributes,
independence of a director and other matters pursuant to the provisions of Section 178 of
the Act and in terms of Regulation 19(4) of the SEBI Listing Regulations. The Remuneration
Policy can be accessed on the Company's website at the link
https://www.kgdenim.com/wpcontent/uploads/2022/06/
nominationandremunerationcommitteepolicy.pdf
COMMENTS ON AUDITORS' REPORT
There is no qualification, reservation or adverse remark or disclaimer made by M/s.
Gopalaiyer and Subramanian, Statutory Auditors in their report. However, MDS &
Associates LLP, Secretarial Auditors of the Company have qualified the following
observations in their Secretarial Audit Report:
Delay in submission of certain events or information to the stock exchange which are
material in nature pursuant to Regulation 30 of SEBI Listing Regulations and disclosure of
related party transactions for the half year ended 31 March 2023.
The information regarding the issue of duplicate certificate to one shareholder was not
intimated to the stock exchange.
The management stated that the lapses were noted for future compliances in a timely
manner.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT
No loan, guarantee or investment was made by the Company under Section 186 of the Act
during the year under review. Details of investments made during the earlier years are
provided under the notes to Balance Sheet appearing elsewhere in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the Act and SEBI
Listing Regulations during the financial year 2023-24 were in the ordinary course of
business and on an arm's length basis and not material in nature and thus a disclosure in
Form AOC-2 is exempted.
The Policy on Related Party Transactions can be accessed through the link at
https://www.kgdenim.com/wp-content/uploads/2022/06/rpt.pdf.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 attached to
this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Board had formulated a Risk Management Policy for dealing with different kinds of
risks which it faces in day-to-day operations of the Company. The Risk Management Policy
of the Company outlines different kinds of risks and risk mitigating measures to be
adopted by the Board. The Company has adequate internal control systems and procedures to
combat the risk. The Risk management procedure is reviewed by the Audit Committee and
Board of Directors on a Quarterly basis.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Board had formed a Corporate Social Responsibility (CSR) Committee of Board of
Directors comprising of Mr. KG Baalakrishnan, Mr. A P Seturaaman and Mr. A Velusamy. The
CSR policy of the Company deals with allocation of funds, activities, identification of
programs, approval, implementation, monitoring and reporting mechanisms under the policy.
The Company has incurred a loss during the immediately preceding financial year and
hence no amount had been allocated for the CSR expenditure. Thus, no amount has been spent
on the CSR activities of the Company for the financial year 2023-24. Hence disclosure of
Annual Report on Company's CSR activities is not applicable. The policy relating to CSR
has been displayed on the Company's website and can be accessed at the link
https://www.kgdenim.com/wp-ontent/uploads/2016/04/corporate-social-responsibility-policy.pdf
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, the Board of Directors evaluated the annual
performance of the members of the Board and its Committees vis-a-vis the nature of
business of the Company, its performance during the year and the contribution of each of
the Directors based on the criteria laid down by the Nomination and Remuneration
Committee.
The Independent Directors has also convened a separate meeting for this purpose on 13
February 2024 and inter-alia, reviewed the performance of the Non- Independent Directors
and the Board as a whole and assessed the quality, quantity and timeliness of flow of
information between the Company and the Board.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors at their Meeting held on 7 August 2023 have appointed Mr.
Ramaswamy Selvakumar (DIN: 00051608) as a
Whole-time Director of the Company with effect from 7 August 2023 for a term of three
(3) consecutive years. Subsequently, his appointment was approved by the Shareholders at
their Meeting held on 29 September 2023.
Shri A Velusamy (DIN: 00002204), Director and Shri KG Baalakrishnan (DIN: 00002174),
Executive Chairman of the Company retire by rotation at this Annual General Meeting and
being eligible, offer themselves for re-appointment. Your directors recommend their
re-appointment.
The Nomination and Remuneration Committee and Board of Directors at their respective
meetings held on 14 August, 2024 after considering the qualifications, credentials and the
required criteria as per statutory requirements, have recommended to the Shareholders for
their approval, the proposal for:
Re-appointment of Shri N Govindarajan (DIN: 00366402) as Non-Executive Independent
Director of the Company for a further period of
5 (five) years with effect from 29 July 2025 and continuance of the Directorship of
Shri N Govindarajan, who will attain the age of 75 years on 29 December, 2024.
During the period under review, Smt.Lakshmi Pattabi Raman (DIN: 09488828) has resigned
from Directorship of the company with effect from 15 July 2024. The Board wishes to place
on record their sincere appreciation for the valuable services rendered by Smt.Lakshmi
Pattabi Raman during her tenure of office as Director of the Company.
Key Managerial Personnel of the Company as required pursuant to Section 2(51) and
203 of the Companies Act, 2013 are -
| Shri KG Baalakrishnan |
- Executive Chairman, |
| Shri B Sriramulu |
- Managing Director, |
| Shri B Srihari |
- Managing Director, |
| Shri R Selvakumar |
- Whole-time Director |
| CA Ramaprabha S |
- Chief Financial Officer and |
| Shri P Rajesh |
- Company Secretary. |
During the year, CS Rajesh P was appointed as the Company Secretary w.e.f 15.12.2023 in
place of CS Krishnaveni P and CA Ramaprabha S was appointed as the Chief Financial Officer
w.e.f 14.08.2024 in place of CA Manickam S
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 2 (Two) subsidiaries namely, Trigger Apparels Limited and KG Denim
(USA) Inc.
I. Trigger Apparels Limited
Trigger Apparels Limited is engaged in the marketing of readymade garments. The
turnover of the Company during the year under review was Rs. 1698.93 Lakh as against Rs.
4663.45 Lakh during the previous year. During the year the Company has incurred a net loss
of Rs. 46.54 Lakh as against a net profit of Rs. 5.85 Lakh during the previous year.
II. KG Denim (USA) Inc.
The turnover of the Company during the year under review was Rs. 57.49 Lakh (INR) as
against Rs. 84.98 Lakh (INR) during the previous year. During the year the Company has
incurred a net loss of Rs. 0.15 Lakh as against a net loss of Rs. 63.32 Lakh during the
previous year. The operations of the Company are expected to improve in the forthcoming
reporting period.
The Consolidated Financial Statements incorporating the Financial Statements of the
subsidiary companies are attached to the Annual Report as required under the applicable
Accounting Standard(s) and the SEBI Listing Regulations. The standalone Annual Financial
Statements of Trigger Apparels Limited and KG Denim (USA) Inc., subsidiary companies are
posted on the Company's website at the link
https://www.kgdenim.com/investors-page/annual-reports/
However, the Company does not have any Joint Venture or Associate Companies. The
Statement containing salient features of the Financial Statement of the subsidiaries
pursuant to the provision of Section 129 of the Act is attached herewith in Form AOC-1 and
is attached as Annexure-2 to this report.
FIXED DEPOSITS
Since the Company has not accepted any fixed deposit covered under Chapter V of the
Act, there are no deposits remaining unclaimed
st
or unpaid as on 31 March, 2024 and accordingly, the question of default in repayment of
deposits or payment of interest thereon during the year does not arise.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There was no significant and material order passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate Internal Control System, commensurate with the size, scale
and complexity of its operations. The Audit Committee of the Board periodically reviews
the Internal Financial Control Systems and their adequacy and recommends corrective action
as and when necessary to ensure that an effective internal control mechanism is in place.
The Directors confirm that the Internal Financial Control systems are adequate with
respect to the operations of the Company. The report of Auditors pursuant to Section
143(3)(I) of the Act certifying the adequacy of Internal Financial Control is annexed with
the Auditors Report.
AUDITORS
STATUTORY AUDITORS
Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014, M/s. Gopalaiyer and Subramanian (Firm Registration No. 000960S), Chartered
Accountants, Coimbatore, have been appointed as the Statutory Auditors of the Company at
the 30 Annual General Meeting held on 28 September, 2022 for a period of 5 (five)
consecutive years from the conclusion of the 30 Annual General Meeting till the conclusion
of the 35 Annual General Meeting to be held in the year 2027.
The Company has obtained the necessary consent and certificate from M/s. Gopalaiyer and
Subramanian, Chartered Accountants, to the effect that their appointment would be within
the prescribed limits under Section 141(3) of the Act and that they are not disqualified
from being appointed as the Statutory Auditors of the Company.
SECRETARIAL AUDITORS
MDS & Associates LLP, Company Secretaries, Coimbatore (LLPIN: ABZ 8060) (Peer
Review No: 3030/2023) have been appointed as the Secretarial Auditors of the Company for
the year 2024-25 to carry out the Secretarial Audit, pursuant to the provisions of Section
204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The report of the Secretarial Auditors for the financial year 2023-24 is annexed as Annexure-3
to this Report.
COST AUDITORS
The Board of Directors on the recommendation of the Audit Committee, has appointed
Shri. M. Nagarajan, Cost Accountant as the Cost Auditor of the Company for the financial
year 2024-25. Pursuant to Section 148 of the Act read with Rule 14 of the Companies
(Accounts) Rules, 2014, the remuneration payable for the year 2024-25 to the Cost Auditor
of the Company is subject to ratification by the Shareholders at the ensuing Annual
General Meeting.
DISCLOSURE ON MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
ACT
The maintenance of cost records as specified by the Central Government under Section
148(1) of the Act is applicable to the Company and accordingly the cost accounts and
records are made and maintained.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
There are three petitions filed against the Company by the operational creditors and
the proceedings are pending against the Company under the Insolvency and Bankruptcy Code,
2016. However, the management is confident of settling issues out of the Court.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has not undertaken
any one-time settlement with the banks or financial institutions.
INDUSTRIAL RELATIONS
The relationship between the management and the employees at all levels during the year
under review has been cordial and productive.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee has been set up to define the
policy and redress complaints received. 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 2023-24:
| i. Number of complaints received |
- Nil |
| ii. Number of complaints disposed of |
- NA |
| iii. Number of complaints pending |
- NA |
PARTICULARS OF EMPLOYEES
The statement pursuant to Section 134 of the Act read with the Companies( Accounts )
Rules, 2014 and Section 197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as
Annexure-4.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of the SEBI Listing Regulations, a report on Corporate
Governance along with a Certificate from the Company Secretary in Practice confirming the
compliance of the provisions of Corporate Governance, is attached to this report as
Annexure-5 which forms an integral part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors has been duly constituted in accordance
with the provisions of Section 177 of the Act. The details relating to the composition,
meetings and functions of the Committee are set out in the Corporate Governance Report
forming part of this Annual Report. The Board has accepted the Audit Committee
recommendations during the year whenever required and hence no disclosure is required
under Section 177(8) of the Act with respect to rejection of any recommendations of Audit
Committee by the Board.
CEO/CFO CERTIFICATION
As required under Regulation 33(2)(a) of the SEBI Listing Regulations, the Managing
Director and the Chief Financial Officer of the Company have furnished necessary
certificate to the Board on the Financial Statements presented, which is annexed to this
report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances of fraud and
mismanagement and to report concerns about unethical behavior or any violation of the
Company's Code of Conduct. During the year under review, there was no complaint received
under this mechanism. The policy can be accessed on the Company's website at the link
https://www.kgdenim.com/wp-content/uploads/2015/10/Whistle-Blower-Policy.pdf.
CAUTIONARY STATEMENT
The statement in this Directors' Report & Management Discussion and Analysis
contain forward looking statements regarding Company's projections & expectations and
the actual results could differ materially from those expressed on account of various
factors like raw material prices, change in demand, government regulation etc., and the
readers are cautioned against placing undue reliance on the same.
ACKNOWLEDGEMENT
The Directors take this opportunity to place on record their sincere thanks to the
Banks and Financial Institutions, Insurance Companies, Central and State Government
Departments and the shareholders for their support and co-operation extended to the
Company from time to time. The Directors further wish to place on record their
appreciation for the co-operation extended by all sections of the employees.
Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for the continued
prosperity of the Company.
|
By Order of the Board |
|
For K G DENIM LIMITED |
| Coimbatore |
|
| 14 August, 2024 |
|
|
KG Baalakrishnan |
|
Executive Chairman |
|
DIN: 00002174 |
PARTICULARS PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH THE
COMPANIES (ACCOUNTS) RULES, 2014:
A. Conservation of Energy:
(i) Steps Taken for conservation of Energy:
The energy review meetings are regularly conducted by Energy Cell headed by Certi ed
Energy Auditor. Benchmark gures arrived in all the utilities and deviations are monitored
on regular basis and corrective and preventive actions are taken as and when required.
The major e orts are mentioned below:
1. Usage of LED lights have been encouraged and all the new lights to be purchased will
be only LED's.
2. All our climate-controlled Labs have been renovated with PUF insulation wall and
ceiling panels for thermal insulation to bring down the energy consumption of HVAC
equipment, about a 10% reduction in energy consumption on this account has been achieved.
3. Continued monitoring of leakages in Air, Steam, Water and Gas lines have been in
force and reviewed periodically to control the energy consumption.
(ii) Steps Taken by the Company for utilizing alternate sources of energy:
The Company has installed Solar cell and linked the same to LED streetlights for energy
conservation
(iii) Capital Investment on energy conservation equipment: Nil
B. Technology absorption & Research & Development
1) E orts made towards technology absorption, adaptation and innovation: Nil
2) The Bene ts derived like product improvement, cost reduction, product development or
import substitution: Nil
3) Information of Imported Technology (imported during the last 5 years from the
beginning of the Financial Year)
| a) Technology Imported |
None |
| b) Year of Import |
N.A. |
| c) Technology absorption |
N.A. |
4) Expenditure incurred on Research & Development:
Foreign Exchange earnings & outgo:
The details of foreign exchange earnings and outgo are furnished below: