kamdhenu ltd Directors report
Dear Member(s),
Your directors are pleased to present the 29th (Twenty Ninth) Annual Report of Kamdhenu Limited (the Company) along with the Audited Financial Statements and the Auditors Report thereon for the financial year ended 31st March, 2023 (year under review).
1. STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY.
During the year under review, the Company has earned a net profit of 4,102.38/- Lakhs for the financial year ended 31st March, 2023. The financial highlights of your Company for the financial year ended 31st March, 2023, and for the previous financial year ended 31st March, 2022, on a Standalone basis, are as follows;
( in Lakh)
| Particulars | FY 2022-23 | FY 2021-22 |
| Revenue from Operations | 73,208.26 | 59,958.99 |
| Other Income | 158.74 | 302.44 |
| Total Revenue | 73,367.00 | 60,261.43 |
| Total Expenses | 67,878.64 | 55,338.05 |
| Profit before Exceptional Items and Tax | 5,488.36 | 4,923.38 |
| Exceptional Items | - | - |
| Profit/(Loss) before tax | 5,488.36 | 4,923.38 |
| Tax Expenses | 1,385.98 | 977.88 |
| Profit for the Year from continuing operation | 4,102.38 | 3,945.50 |
| Loss from Discontinued Operation | - | (1,270.04) |
| Profit for the Year | 4,102.38 | 2,675.46 |
| Paid up Capital( 10 each fully paid-up) | 2,693.55 | 2,693.55 |
| Earnings per Share of continuing operation and discontinued operation of the face value of 10 Each | ||
| Basic (In ) | 15.23 | 9.93 |
| Diluted (In ) | 15.23 | 9.93 |
During the year under review, the company went through a Scheme Arrangement.
The Scheme of Arrangement provides for:
(a) Amalgamation of Kamdhenu Concast Limited, Kamdhenu Overseas Limited, Kamdhenu Paint Industries Limited, Kamdhenu Infradevelopers Limited, Kamdhenu Nutrients Private Limited, Kay2 Steel Limited and Tiptop Promoters Private Limited (the Transferor Companies) with Kamdhenu Limited (the Transferee Company)
(b) De-merger of Paint Business (the Demerged Business) of Kamdhenu Limited (the Transferee Company) into Kamdhenu Colour and Coatings Limited (the Resulting Company No 2) and issuance of shares by Kamdhenu Ventures Limited (the Resulting Company No. 1) to the Shareholders of Kamdhenu Limited in consideration of the said de-merger.
(c) Re-organization of pre-Scheme Share Capital of Kamdhenu Ventures Limited (the Resulting Company No. 1).
The above Scheme of Arrangement was approved by the Honble National Company Law Tribunal, Chandigarh Bench vide its order dated 3rd June, 2022. The Scheme of Arrangement was became effective from 18th July, 2022 upon having necessary filling done by Parties to the Scheme of Arrangement with Registrar of Companies, NCT Delhi & Haryana. The Appointed Date as approved by the Honble National Company Law Tribunal, Chandigarh Bench was 1st April, 2022, the date by which:
- All the Assets and Liabilities held by Transferor Companies as on 31st March, 2022, respectively, were merged with the Kamdhenu Limited; and
- All the Assets and Liabilities of Demerged Business i.e. Paint Business held by Kamdhenu Limited, as
on 31st March, 2022, were transferred and vested with Kamdhenu Colour and Coatings Limited, a wholly owned subsidiary of Kamdhenu Ventures Limited.
Upon having the Scheme of Arrangement became effective, Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited have also ceased to be the subsidiary of the Company w.e.f 1st April,2022.
Further, the figures reported above by the Company for the financial year ending on 31st March, 2023 are after taking effect of Amalgamation of Transferor Companies and Demerger of Paint Business of the Company and figures reported for the financial year ended on 31st March, 2022 have been reinstated to have an effect of Steel Business only and to make financial comparable on the basis of performance of Steel business of the Company, as the Company is now engaged only in the business of manufacturing, production and marketing of steel and other steel related products.
During the year under review, the revenue of the Company for the FY 2022-23 stood at 73,208.26/- Lakhs which is 22% higher over the previous years revenue of 59,958.99/- Lakhs. The Profit after Tax (PAT) attributable to the Shareholders of the Company for the financial year 2022-23 stood at 4,102.38/- Lakhs as compared with the previous financial year 2021-22 which was 2,675.46/- Lakhs.
The Net worth of your Company on the standalone basis stoods to 16,667.75/- Lakhs as against 22,439.98/- Lakhs as of 31st March, 2023.
2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW
In spite of the difficulties being faced by the Indian economy from the emergence of omicron virus and the outbreak of the conflict between Russia and Ukraine, our country continues to demonstrate robust growth, as the economy witness mass vaccinations in phases, ease of restrictions and post-pandemic opening-up, providing nations with opportunities to re-coup some of the economic losses. Quantitative easing, relaxation in restrictions, support packages and Governments initiatives towards achieving maximum employment and working towards price stabilities pushed the economies on the path of gradual recovery. Somewhere the Company has also participated in Government Initiatives to boost the Economy and close the Financial year 2022-23 with an positive note led by increase in production and strong performance of Steel TMT business, favourable demand macroeconomic scenario leading to pick up in economic activities, speed up of construction and infrastructure activities.
In addition to the above, this Financial year 2022-23 was a phenomenal and extra-ordinary year for the Company, as the group re-organization plan with the objective of simplifying the corporate structure and thereby creating additional value for the shareholders of the Company presented under Scheme of Arrangement which was approved by the National Company Law Tribunal, Chandigarh Bench, vide its order dated 3rd June, 2022. The re-organization plan among other things entailed restructuring of its two business verticals i.e. Steel and Paint Business and Demerger of one of its verticals i.e. Paint Business of the Company into a Kamdhenu Colour and Coatings Limited, a separate entity, on a going concern basis, as per the provision of the Scheme of Arrangement with an Appointed date as 1st April, 2022 and retaining the whole Steel Business by the Company.
Pursuant to the Demerger of Paint Business into Kamdhenu Colour and Coatings Limited, Kamdhenu Ventures Limited, Holding Company of Kamdhenu Colour and Coatings Limited, has on 9th September, 2022 issued and allotted 2,69,35,500 Equity Shares of face value of 5/- each, on mirror shareholding basis, to the Equity Shareholders of Kamdhenu Limited, whose name where recorded in register of member and statement of beneficial owner as on 7th September, 2022 in the ratio of 1 (One) Equity Shares of 5 each for every 1 (One) Equity Share of 10 each held in Kamdhenu Limited and upon having an all the requisite approval, Equity Shares of the Kamdhenu Ventures Limited were debut its listing on National Stock Exchange of India Limited and BSE Limited on 24th January, 2023.
Post Demerger, the Company focused on its Steel Business and its revolutionary concept of Franchisee Model which led the Company to attain success in the middle tier steel segment on a regional front, the Management of the Company has left no stone unturned for the expansion of the Steel business and for reaching them to new heights for benefiting the Shareholders as well as the Stakeholders of the Company.
The operational robustness which was visible in the Companys performance during financial year 202122, has remained steady with a sequential growth, in this financial year 2022-23, your Company has also demonstrated its endeavor to provide a report on the Steel business of the Company for the financial year 2022-23, since the demerger as compared with the previous year, is depicted as under:
In the Steel division, total sales of steel product were over 30.85 Lakhs metric tons as on 31st March, 2023, as compared to the 25.53 Lakhs metric tons including the franchisee route, which marked a growth of approx. 21% YoY. The Royalty income from the franchisee stands up to 11,406/- Lakhs being 25% higher as compared with the previous year which stood at 9,159 Lakhs.
The Companys total revenue from Steel Division stood at 73,208.26/- Lakhs, which being higher by ~22% on YoY basis.
The in house production capacity of Company is 1,20,000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 40 Lakhs MTpa and for Structural Steels (Channels, Angles, Beams & Flats) stoods at 10 Lakhs MTpa and 2.5 Lakhs MTpa for Color Coated sheets.
3. DIVIDEND
Based on the Companys Performance, the Board of Directors are pleased to recommend a final dividend of 1.5/- per Equity Share (Rupee One and Paisa Fifty Only) of Face Value of 10/- each fully paid up, on the Equity Share Capital of the Company for the Financial year ended 31st March, 2023 to the Equity Shareholders of the Company, subject to their approval at the ensuing 29th Annual General Meeting ("AGM"). The dividend, if approved by the Shareholder of the Company, would involve total cash outflow on account of dividend of 404.03/- Lakhs resulting in a pay-out of ~10.00% of the profits of the Company.
The final Dividend recommended by the Board of Directors, subject to the approval of Shareholders was in line with the Dividend Distribution Policy adopted by the Board of Directors in terms of the Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has also made available Dividend Distribution Policy on the website of the Company at: https://www.kamdhenulimited.com/ Financial-Results/Dividend_Distribution_Policy.pdf
4. STATEMENT ON INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Section 124 of the Companies Act, 2013 (Act) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend transferred to the Unpaid Dividend Account of a Company, which remains unclaimed / un-paid for a period of seven years from the date of such transfer, shall be transferred statutorily along with interest accrued, if any, thereon to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividends has not been en-cashed or claimed by the Shareholders for seven consecutive years or more, are also required to be transferred to the demat account created by the IEPF Authority, within a period of 30 days from which the shares become due to transfer to the IEPF. To ensure maximum disbursement of unclaimed dividend, the Company sends reminders to the concerned Shareholders at appropriate intervals.
During the year under review, the Company has, in compliance with the provision of Section 124 of the Act and IEPF Rules, transferred 10,245 equity shares to the demat account of the IEPF Authority maintained with NSDL. The details of such shares are available on the website of the Company at https://www. kamdhenulimited.com/pdf/Details_of_Shares_liable_ to_be_transferred_to_IEPF_during_2022-23.pdf
Shareholders are requested to check the list uploaded on the website of the Company for the amount of dividend which remain unpaid and if any dividend are due to them remains unpaid in terms of said lists, they can approach the Company/ Registrar and Share Transfer Agent of the Company i.e. Kfin Technologies Limited (erstwhile KFin Technologies Private Limited), for release of their unpaid dividend.
Refund process guidelines to facilitate the Claimants refund by IEPF Authority has been provided in the Corporate Governance section, forming part of this Annual Report.
5. TRANSFER TO RESERVES
The closing balance of the retained earnings which form a part under the head Other Equity in the Financial Statement of the Company for the financial year 2022-23, after all appropriations and adjustments was 14,058.44/- Lakhs.
6. SCHEME OF ARRANGEMENT
In line and with reference to all the material events, approvals and sanctioned granted to the Company during the financial year 2021-22 on the Scheme of Arrangement of Kamdhenu Concast Limited, Kamdhenu Overseas Limited, Kamdhenu Paint Industries Limited, Kamdhenu Infradevelopers Limited, Kamdhenu Nutrients Private Limited, Kay2 Steel Limited, Tiptop Promoters Private Limited (hereinafter collectively referred as "Transferor Companies"), Kamdhenu Limited (hereinafter be referred as "Transferee/Demerged Company") and Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited (hereinafter be referred as Resulting Company No. 1 and 2, respectively) filed by the Company with Honble National Company Law Tribunal, Chandigarh Bench.
During the financial year 2022-23, the Honble National Company Law Tribunal, Chandigarh Bench ("NCLT"), has vide its Order dated 3rd June, 2022, has approved and sanctioned the Scheme of Arrangement. Upon having the receipt of Certified True Copy of Order issued by NCLT, the Transferor Companies, Transferee Company and Resulting Companies has filed the above Order of NCLT with Registrar of Companies NCT Delhi & Haryana in the stipulated form and made the Scheme of Arrangement effective from 18th July, 2022 with a Appointed Date as 1st April, 2022.
Your Company has upon the Scheme of Arrangement became effective, has on 20th July, 2022, issued and allotted the below securities to the Shareholders of Transferor Companies, whose names appear in the Register of Member/Statement of Beneficial Ownership Date of each of respective Transferor Companies as of 18th July, 2022, the date determined by each of Transferor Companies as Record Date, in such swap ratio as more specifically mentioned in the Scheme of Arrangement;
1) 78,04,145 (Seventy Eight Lakhs Four Thousand One Hundred and Forty Five) Equity Shares having Face Value of 10/- each (Rupees Ten); and
2) 1,09,58,078 (One Crore Nine Lakhs Fifty Eight Thousand and Seventy Eight) 9% Non-Cumulative Compulsorily Redeemable Preference Shares having Face Value of 10/- each (Rupees Ten)
Also, consequent to the amalgamation, out of seven transferor companies, six transferor companies holding 78,04,145 (Seventy Eight Lakhs Four Thousand One Hundred and Forty Five) Equity Shares having Face Value of 10/- each (Rupees Ten) in the Company, were cancelled with effect from 18th July, 2022 being the cross holdings.
Subsequent to the Amalgamation, the Board of Directors of the Company has fixed 7th September, 2022, as Record Date for determining the Shareholders of the Company to whom the Equity Shares of Kamdhenu Ventures Limited will be issued and allotted, in consideration of Demerger. Whereafter, Kamdhenu Ventures Limited has on 9th September, 2022 has issued and alloted 2,69,35,500 Equity Shares to the Shareholders of Kamdhenu Limited, on mirror shareholding basis. Upon having all the requisite approval from Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and Depositories, the Equity Shares of Kamdhenu Ventures Limited were listed on Stock Exchange on 24th January, 2023.
7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.
During the financial year 2022-23, the Board of Directors of the Company had in their meeting held on 11th November, 2022, has decided and approved for raising funds by way of issuing 50,00,000 Warrants convertible into Equity Shares of the Company, on preferential basis, in terms of Chapter V of the SEBI (ICDR) Regulations, 2018, which was also approved by the Shareholders of the Company in their ExtraOrdinary General Meeting held on 9th December, 2022. In compliance with the applicable regulation of Chapter V of the SEBI (Issue of Capital and Disclousre Requirements) Regulation, 2018, the Company has also submitted In-Principle application with National Stock Exchange of India Limited and BSE Limited within the statutory timelines. However, the approvals from both the Stock Exchanges are still awaited as on date of this report.
Apart from the information provided/disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31st March, 2023 to which this financial statement relates and till date of this Report.
8. SHARE CAPITAL
Pursuant to the Order dated 3rd June, 2022, issued by Honble National Company Law Tribunal, Chandigarh Bench on the Scheme of Arrangement and consequent to the merger of 7 (Seven) Transferor Companies into Kamdhenu Limited, the Authorized Share Capital of the Company has been increased from 41,50,00,000/- (Rupees Forty One Crores Fifty Lakhs only) constituting 30,00,00,000/- (Rupees Thirty Crores only) Equity Share Capital divided into 3,00,00,000 (Three Crores) Equity Shares of 10/- each and 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference Shares of 10/- each to 46,30,00,000 (Rupees Forty Six Crore and Thirty Lakhs Only) constituting 34,80,00,000 (Rupees Thirty Four Crore and Eighty Lakhs Only) Equity Share Capital divided into 3,48,00,000 Equity Shares of 10/- each and 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference Shares of 10/- each. The Capital Clause i.e. Clause V of Memorandum of Association of the Company was altered suitably.
During the year under review, the Company has:
- Cancelled 78,04,145 Equity Shares of face value of 10/- each held by the Transferor Company in the Company in terms of applicable provisions of Scheme of Arrangement; and
- issued and allotted 78,04,145 Equity Shares of face value of 10 each and 1,09,58,078 9% Non-Cumulative Compulsorily Redeemable Preference Shares of face value of 10 each, to the Shareholders of the Transferor Companies, as per the swap ratio mentioned in the Scheme of Arrangement on 20th July, 2022.
- Redeemed 1,09,58,078 9% Non-Cumulative
Compulsorily Redeemable Preference Shares on 9th September, 2022
Accordingly, the Equity Paid-up Capital of the Company as on closure of financial year i.e. on 31st March, 2023 stood at 26,93,55,000 (Rupees Twenty Six Crore Ninety Three Lakhs Fifty Five Thousand Only) divided into 2,69,35,500 Equity Shares of face value of 10/- each. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.
9. PUBLIC DEPOSITS
During the year under review, your company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the Financial Statements. The same are in consonance the provisions of the aforesaid section.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of Section 152 of the Companies Act, 2013 and Article 103 of the Articles of Association of the Company, Shri Sunil Kumar Agarwal (DIN: 00005973) would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for re-appointment. His reappointment as a rotational director, shall be deemed to be continuance of his term as Whole-time Director, without any break The Board of Directors recommend his reappointment for consideration by the shareholders of the Company at the ensuing AGM.
During the year under review, Shareholders of your Company in their 28th Annual General Meeting of the Company held on 28th July, 2022 has confirmed the appointment/re-appointment of;
- Shri Satish Kumar Agarwal, Promoter and member of Promoter Group, as Chairman and Managing Director of the Company, liable to retire by rotation for a period of 3 (Three) Years commencing from 1st April, 2023 and till 31st March, 2026;
- Shri Sunil Kumar Agarwal, Promoter and member of Promoter Group, as Whole-time Director of the Company, liable to retire by rotation for a period of 3 (Three) Years commencing from 1st April, 2023 and till 31st March, 2026;
- Shri Sachin Agarwal, member of Promoter Group, as Whole-time Director of the Company, liable to retire by rotation for a period of 3 (Three) Years commencing from 1st April, 2023 and till 31st March, 2026;
- Shri Madhusudan Agarwal, a person with high integrity, expertise and experience was reappointed as Non-Executive Independent Director of the Company, not liable to retire by rotation for a second consecutive terms of 5 years, effective from the next day of his expiry of his current tenure from i.e. w.e.f 22nd May, 2023 and uptill 21st May, 2028;
- Smt. Pravin Tripathi, a person of high integrity, expertise and experience, was appointed as NonExecutive Independent Director of the Company, not liable to retire by rotation for a period of 5 (five) consecutive years, effective from 30th May, 2022 and to hold office uptill 29th May, 2027.
Shri Saurabh Agarwal, member of Promoter Group and earlier a Whole-time Director has been appointed/ re-designated as Non-Executive- Non Independent Director of the Company, liable to retire by rotation, with effect from 1st June, 2022, consequent to his appointment as Managing Director in Kamdhenu Ventures Limited and Kamdhenu Colour and Coatings Limited, wherein the Paints Business of the Company has been transferred & demerged.
Smt. Nishal Jain, Independent Woman Director of the Company has resigned from the office of Director w.e.f 31st May, 2022, due to personal reasons and other professional commitments/ engagements as mentioned in her resignation letter dated 30th May, 2022. The Board placed on record its sincere appreciation for the outstanding contribution made by Smt. Nishal Jain during her tenure with the Company.
Shri Ramesh Chandra Jain, who was re-appointed as Independent Director of the Company for a second terms of 2 consecutive years w.e.f 2nd May, 2021 by the Shareholders of the Company at the 27th AGM of the Company held on 27th day of September, 2021, has completed his second consecutive term on 1st May, 2023 and consequently ceased to be the Independent Director of the Company from 2nd May, 2023. The Board placed on record their appreciation for the valuable contributions made by Shri Ramesh Chandra Jain during his association with the Company.
The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, on 2nd May, 2023 has approved the appointment of Shri Baldev Raj Sachdeva, as Additional Director in the capacity of Independent Director of the Company, for a first consecutive term of 3 years, effective from 2nd May, 2023, in terms of the provisions of Companies Act, 2013 and SEBI Listing Regulation, subject to the approval of Shareholders of the Company. Accordingly, the Board of Directors in their meeting held on 18th May, 2023 has decided to sought the approval of Shareholders for the appointment of Shri Baldev Raj Sacheva, as Independent Director through Postal Ballot in terms of the Regulation 17, 25 and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1 )(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in compliance with the Circulars dated 20th June, 2018 issued NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.
Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Shri Satish Kumar Agarwal, Chairman & Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole-time Directors of the Company, Shri Harish Kumar Agarwal, Chief Financial Officer and Shri Khem Chand, Company Secretary and Compliance Officer of the Company.
12. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board of Director, has upon the recommendations of the Nomination & Remuneration Committee (NRC), has adopted the Nomination & Remuneration Policy for its Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel. The Nomination & Remuneration Committee has also adopted the Charter which, inter-alia deals with the manner of selection of the Board of Directors, Senior and Key Managerial Personnel and their compensation. This Policy is accordingly derived from the said Charter;
- The incumbent for the positions of Executive and Non-Executives Directors and/or Key and Senior Managerial Personnel, shall be the persons of high integrity, possesses relevant expertise, experience and leadership qualities, required for the position.
- In case of appointment of Independent Directors, the independent nature of the proposed appointee vis-a-vis the Company, shall be ensured including the fulfillment of the criteria for independence as laid down under the Act and the SEBI Listing Regulations.
- The NRC shall consider qualification, experience, expertise of the incumbent, and shall also ensure that such other criteria with regard to age and other qualification etc., as laid down under the Companies Act, 2013, SEBI Listing Regulations or other applicable laws are fulfilled, before recommending to the Board, for their appointment as Directors.
- In case of re-appointment, the Board shall take into consideration, the performance evaluation of the Director and his engagement level.
The Companys policy is based on the fundamental principle of payment for performance, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Senior and Key Managerial Personnel of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. Remuneration (including sitting fees) for directors including Independent Directors, KMPs and senior management personnel, are drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.
In remunerating the Directors (in the case of executive directors), KMPs and Senior Management Personnel, meticulous planning and hard work goes into, while drawing up the remuneration packages, and it was ensured that the adequate compensation has been paid to the persons chosen based on their potential and performance, in line with the market standards and prevailing economic scenario and does not lead to any unfairness or imbalances in the overall remuneration structure of the Company across different hierarchical levels.
The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors and Key & Senior Managerial Personnel, for approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary. The Companys Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy is annexed as Annexure-A of the Board Report, forming part of this Annual Report and can also be accessed on the Companys website at the web-link https://www.kamdhenulimited.com/ Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf
13. MEETINGS OF THE BOARD OF DIRECTORS.
The Board of Directors met four (4) times during the financial year 2022-23 and the details as to the dates of such meetings and the attendance of various directors of the Company thereat have been provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.
Additionally, a meeting of the Independent Directors of the Company was held on 15th March, 2023, with the participation of all Independent Directors of the Company at the meeting and without the attendance of non-independent directors. However, upon the invitation of the Independent Directors, the Company Secretary & Compliance Officer was present throughout the meeting as an Invitee.
14. CORPORATE GOVERNANCE
Your Company since inception believes that effective leadership, robust policies, processes and systems, transparency and a rich legacy of values form the hallmark of our best corporate governance framework. These values are reflected in Kamdhenu Conglomerate culture, business practices, disclosure policies and relationship with its stakeholders. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on leadership and governance matters relating to the Company, these ethics and values are in the Companys Board and are also practiced by Kamdhenu Conglomerate, which is at par with best international standards and good corporate conduct.
Pursuant to the Regulation 34 of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Companys compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. Chandrasekaran Associates, Practicing Company Secretaries, is attached to the report on Corporate Governance.
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Securities and Exchange Board of India (SEBI) vide its circular dated 10th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2022-23. Therefore, the Company has provided BRSR, which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the shareholders to have an insight into environmental, social and governance initiative of the Company.
The Companys management is always committed for pursuing their businesses in an ethical and transparent manner and Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective. The BRSR describing the initiatives taken by your Company from an social, governance and environmental perspective, in the prescribed format is available as a separate section of the Annual Report, in Compliance of Regulation 34(2) (f) of the SEBI Listing Regulations.
16. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report (MDAR) forms an integral part of this Annual Report and gives an update, inter-alia, on the following matters:
- Industry structure and developments
- Opportunities & Threats
- Segment-wise overview of business performance
- Financial Overview including Key Financial Ratios
- Outlook
- Human Resources & Material Developments
- Risks & opportunities
- Internal control systems and their adequacy
17. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented robust Code of Conduct ("CoC") which enables its stakeholders to report concerns about unethical or inappropriate behaviour, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions or any other violation of the CoC. The Companys Code of Business Ethics are applicable to our associates who partner us in our organizational objectives and customers. The objective of CoC is to ensure that your Company conducts its business in the most principled and ethical manner, the highest level of governance and a discrimination and harassment-free workplace for all its employees.
In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has also in place a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide, a formal channel for all its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices
The Whistle-blower Policies and Companys Code of Conduct are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation (including through anonymous reporting). This policy also includes reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (UPSI) as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.
All new employees go through a detailed personal orientation on CoC and anti-sexual harassment. Your Company seeks affirmation on compliance of CoC on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings on Sexual Harassment & Insider Trading are conducted to educate the employees. The education and sensitization is further strengthened through periodic email communications and focused group discussions with the employees to ensure the CoC is followed in spirit and failures are minimized. The Board and the Audit Committee are informed periodically on the matters reported under CoC and the status of resolution of such cases.
The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform.
The Whistle Blower Policy is available on the website of the Company www.kamdhenulimited.com at thelink https://www.kamdhenulimited.com/Financial- Results/Whistle-Blower-Policy_Kamdhenu.pdf
18. RISK MANAGEMENT POLICY
For Kamdhenu, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value. The Company has a robust Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company, at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.
Your Company has in compliance of the Regulation 21 of the SEBI Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, has in place Risk Management Committee (RMC), chaired by an Shri Satish Kumar Agarwal, Chairman & Managing Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems, prepare the mitigation plan, on the basis of appropriate methodology, processes and systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The RMC, on timely basis informed the Board of Directors about risk assessment and minimization procedures. The RMC has, inter-alia, formulated a detailed Risk Management Policy, as prescribed under the Listing Regulations.
The Risk Management Policy adopted by the Company, has been drawn up based on a detailed assessment of the internal and external risk specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks, risks associated with the business of the Company and also the risks which could emanate from un-anticipated and unprecedented situations and the Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.
The composition, detailed terms of reference of the RMC and attendance at its meetings are provided as part of the Corporate Governance Report. The policy
has been uploaded on the website of the Company and can be accessed at the web link https://www. kamdhenulimited.com/Financial-Results/Risk_ Management_Policy.pdf.
19. INTERNALCONTROLSSYSTEMS&THEIRADEQUACY
Internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks.
The Board of Directors of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. The Companys internal financial control are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively.
The internal control framework has been designed to provide reasonable assurance with respect to
- recording and providing reliable financial and
operational information;
- complying with applicable laws;
- safeguarding assets from unauthorized use;
- executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors;
- the accuracy and completeness of the accounting records;
- the timely preparation of reliable financial
disclosures.
The Risk Management framework recognizes the Internal Financial Controls as an integral part of its framework and has defined policies and procedures for addressing the financial reporting risks and ensures orderly and efficient conduct of its business. The Companys framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity- level policies include code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies such as organization structure, insider trading policy, HR policy, IT security policy.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by
management including functional Heads and the Audit Committee, the Board of Directors of the Company is of the opinion that during the financial year ended 31st March, 2023 no significant material weaknesses or deficiencies was found that can impact financial reports and the Company has sound and effective internal financial control and compliance system and are operating as intended. Accordingly, the Directors Responsibility Statement contains a confirmation as regards to adequacy of the internal financial controls.
20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSEDBYTHEREGULATORS/COURTS/TRIBUNALS
During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future except the order by Honble National Company Law Tribunal, Chandigarh Bench pursuant to Scheme of Amalgamation as mentioned above. The National Faceless Assessment Centre, Delhi has completed the Income tax Assessment for the AY 2018-19, on 24th September, 2021 under Section 143(3) Read with Section 144B of the Income Tax Act, 1961 and raised an Demand Notice for an amount of 7,09,83,037, for which the Company has filed appeal before the Commissioner of Income Tax (Appeal) on 14th October, 2021. The Commissioner of Income Tax (Appeal) has passed the Order on 29th March, 2023, in the favour of the Company stating that the reduction in valuation of closing stock is a notional loss and the said notional loss cannot be allowed against the real income.
21. ANNUAL RETURN
In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the Financial Year 2022-23, is made available on the website of the Company at https://www.kamdhenulimited.com/ annual-return.php
22. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations in terms of Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, from the Independent Directors to the effect that;
(a) they fulfill the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI Listing Regulations, as amended upto date ("Listing Regulations");
(b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA;
(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties; and
(d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.
Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company and there has been no change in the circumstances which may affect their status as Independent Directors of the Company.
23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company has designed a Familiarization Programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on Board, as well as on Annual Basis. The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to acclimatize them with the processes, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. Apart from review of matters as required by the Charter, pursuant to Regulation 25(7) of SEBI Listing Regulation, the Board also discusses various business strategies periodically. This deepens the Independent Directors understanding and appreciation of Companys business and thrust areas. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-Executive Directors, regarding business, innovation, ESG, human capital management, culture, technology, etc.
The Independent Directors are made aware with their duties, role and responsibilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.
Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization exercise for Independent Directors of the Company was carried out on 15th March, 2023, wherein all the Independent Director have participated aptly. As required under Regulation 46(2)(i) of SEBI Listing Regulations, the details of Familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenulimited.com/Financial-Results/ FAMILIARISATION-PROGRAMME-OF-INDEPENDENT- DIRECTORS-AND-DETAILS-OF-PROGRAMMES%20 -%202022-23.pdf
24. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMIITTEE AND INDIVIDUAL DIRECTORS.
Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Nomination & Remuneration Policy is embedded with criteria for Board Evaluation is duly approved by Nomination & Remuneration Committee (NRC). Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of Nomination & Remuneration Committee. In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, Chairman and of the individual Directors as per the process and criteria of annual performance evaluation recommended by the NRC and approved by the Board of Directors.
The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, Structure, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.
The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, leadership, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters including Stakeholders interaction etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
Process of Performance Evaluation
Separate sets of structured questionnaire for each of the evaluations i.e., for evaluation of (a) Board; (b) Committees of the Board; (c) Independent Director; (d) Non-Independent Director including Executive and Non-Executive Directors and (e) Chairman of the Board and Company, were prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and circulated to all the Directors of the Company
In addition to the questionnaires, detailed one-on-one insighting was carried out by the Chairman of the Company with Independent Director and Chairman of the NRC with individual Board members. Feedback was also taken from senior management personnel on relevant aspects of Board functioning and shared with the Chairman of Company as well with Chairman of the NRC.
A quantitative analysis and Board Effectiveness presentation with in-sighting feedback and trends was shared and presented by the Chairman of the NRC to all Board Members.
In a separate meeting of the Independent Directors held during financial year 2022-23, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. The Independent Directors at their meeting held also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The NRC reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed and noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings. It was also noted that the Committees are functioning well and important issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.
Conclusion of Performance Evaluation
The evaluation for the financial year 2022-23 of Directors, each of the Committees and that of the Board have been reviewed and concluded by affirming that the Board as a whole, the Committee(s), Chairman and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization. The Board has taken note of the feedback received from Directors to further improve the performance of the Directors, the Board itself and Committees of the Board. NRC expressed its satisfaction to the overall process of annual performance evaluation
25. AUDITORS AND THEIR REPORTS STATUTORY AUDITORS
M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No.000756N), Statutory Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the Company at their 28th Annual General Meeting held on 28th July 2022, as the Statutory Auditors of the Company for a period of 5 consecutive years from the financial year 2022-23 to 2026-27, so as to hold office as such from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting.
The report of the Statutory Auditors on Financial Statements for the financial year 2022-23 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.
SECRETARIAL AUDITORS
The Board of Directors of the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit for the financial year ended 31st March, 2023 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. Also pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly signed by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year and also forms a part of the Annual Report as an Annexure-B.
The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed to this Annual Report as Annexure-C which is self-explanatory and does not contain any qualification, reservation, disclaimer or adverse remark.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. Cost records are prepared and maintained by the Company for its steel division as required under Section 148(1) of the Act. The Board of Directors of the Company had appointed M/s. K G Goyal & Associates, Cost Accountants as the Cost Auditors of the Company to undertake to conduct cost audit of the cost records of the Company for the financial Year 2022-23 as per the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder.
The Cost Audit Report for financial year 2022-23, does not contain any qualification, reservation, disclaimer or adverse remark and the Cost Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
It would be pertinent to mention here that the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s K. G. Goel & Associates, Cost Accountant as Cost Auditors for the financial year 2023-24 for conducting the Cost Audit of the records of the Company. The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to Cost Auditor, is included at Item No. 4 of the Notice of the ensuing 29th AGM.
A Certificate from M/s K. G. Goel & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and that they are not disqualified from being appointed as the Cost Auditors of the Company.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on 30th May, 2022 has appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2022-23. The Internal Audit Report for financial year 2022-23, does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
For the Financial Year 2023-24, the Board of Directors of the Company has, upon the recommendation of the Audit Committee, in their meeting held on 18th May, 2023 has appointed M/s DMRN & Associates, Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit. A Certificate from M/s DMRN & Associates, Chartered Accountants, has been received to the effect that their appointment as Internal Auditor of the Company, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and that they are not disqualified from being appointed as the Internal Auditors of the Company.
26. COMMITTEES OF THE BOARD OF DIRECTORS
As on date of report, the Board of Directors has constituted 8 (Eight) committees, namely,
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
• Management Committee
• Preferential Allotment Committee
• Loan and Investment Committee
Details of composition of the Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.
27. AUDIT COMMITTEE
The Audit Committee of the Board of Director for the financial year ended 31st March, 2023 was comprised of four members, out of which three are Independent Directors and one is Executive Director, as stated below;
| S.No Name of Director | Designation | Chairman/Member |
| 1. Shri Madhusudan Agarwal | Independent Director | Chairman |
| 2. Shri Ramesh Chand Surana | Independent Director | Member |
| 3. Shri Ramesh Chandra Jain* | Independent Director | Member |
| 4. Shri Sunil Kumar Agarwal | Whole-time Director | Member |
*Shri Ramesh Chandra Jain, ceased to be member of Committee w.e.f 2nd May, 2023.
During the year under review, all the recommendations made by the Audit Committee, as to various matters, were accepted by the Board.
A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of this Annual Report.
Post closure of the Financial Year 2022-23, Shri Ramesh Chandra Jain, Independent Director and also the member of the Audit Committee, has ceased to the Director of Company with effect from 2nd May, 2023 consequent to completion of second consecutive term as Independent Director of the Company on 1st May, 2023 and in his place the Board of Directors has appointed Shri Baldev Raj Sachdeva, as additional director in the category of Independent Director with effect from 2nd May, 2023. Upon the induction of Shri Baldev Raj Sachdeva as Independent Director on the Board of the Company, the Board of Directors in their meeting held on 18th May, 2023, has revised the composition of the Audit Committee, which is as below;
| S.No Name of Director | Designation | Chairman/Member |
| 1. Shri Madhusudan Agarwal | Independent Director | Chairman |
| 2. Shri Ramesh Chand Surana | Independent Director | Member |
| 3. Shri Baldev Raj Sachdeva* | Independent Director | Member |
| 4. Shri Sunil Kumar Agarwal | Whole-time Director | Member |
*Shri Baldev Raj Sachdeva, appointed as member of Committee w.e.f 18th May, 2023.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE.
Being a Responsible Corporate Citizen, the objective of the Companys Corporate Social Responsibility initiatives is to fulfil its social responsibilities and to improve the quality of life of communities through long-term value creation for all stakeholders and society at large. Guided by the prevailing regulatory requirements and towards fulfilling its moral responsibility for the welfare and wellbeing of Society and in compliance with the requirements of the Companies Act, 2013, the Company has Constituted Corporate Social Responsibility Committee ("CSR Committee") and also framed a well-defined and
well structured, Corporate Social Responsibility Policy ("CSR Policy") as drawn up by the CSR Committee and approved by the Board. The said Policy on Corporate Social Responsibility has been hosted on the website of the Company at https://www.kamdhenulimited.com/Financial-Results/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.PDF.
The CSR Committee of the Company consists of three directors out of which two are Executive Directors and one is Independent Woman Director, as stated below
| S.No Name of Director | Designation | Chairman/Member |
| 1. Shri Satish Kumar Agarwal | Chairman & Managing Director | Chairman |
| 2. Shri Sunil Kumar Agarwal | Whole-time Director | Member |
| 3. Smt. Pravin Tripathi | Independent Director | Member |
The CSR Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.
Kamdhenu Jeevandhara Foundation is the CSR wing of the Company and drives its various social engagement initiatives. As the Social Development wing, Kamdhenu Jeevandhara Foundation assesses the pressing needs of the marginalized communities and delivers tailor- made, technology-driven solutions aimed at improving overall living standards of the communities it works with. The Company has launched a new drive with the name and style "Green India" where in dealers and distributors are motivated to plant at least 5 saplings each year and nurture them to complete growth.
As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken CSR projects through Kamdhenu Jeevandhara Foundation which primarily focus on the providing the basic education to unprivileged children and to organize camps, motivational programs, special skills for the differently abled person, across the country, in association with other social organizations, as per its CSR Policy available on your Companys website and the details are contained in the Annual Report on CSR Activities forming part of this Report. The project is in accordance with Schedule VII of the Act read with the relevant rules.
During the year under review, the Board of Directors of the Company, upon the recommendation of CSR Committee, in their meeting held on 11th November, 2022 has approved the allocation funds to Kamdhenu Jeevandhara Foundation ("KJF") for acquiring the Land admeasuring ~500 square meter situated at Bhiwadi, Rajasthan, from M/s Bhiwadi ispat Chamber, for setting up its On-going projects i.e. setting up Educational and Medical facilities, which could provide the benefit a society at large, as a CSR Initiative of the Company Kamdhenu Skill Development Programme.
Further, as disclosed and committed in the Annual Report on CSR Activities for the Financial Year 2021-22 that the Company since its inception committed towards fulfilling its social and environmental responsibility, the unspent CSR amount for the Financial Year 2021-22 i.e. 34,30,000 which was transferred into Unspent CSR Account in the month of April, 2022 and out of 38,65,000, the CSR obligation for the Financial Year 2022-23, the Company has spent 2,95,000 as CSR Obligation towards payment of rent and remunerating the teachers at Kamdhenu Skill Development & Training School situated in Gurugram and an CSR amount of 35,70,000 were transferred to Kamdhenu Jeevandhara Foundation for acquisition of Land for its On-going project at Bhiwadi, Rajasthan.
The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, is annexed as an Annexure-D, to this report
29. COMPLIANCEWITHTHESECRETARIALSTANDARDS
During the year under review, the Company has complied with all applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).
30. LISTING WITH STOCK EXCHANGES
The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2022-23, has been already paid.
31.INFORMATION REGARDING CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-E and forms part of this Report.
32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Disclosures relating to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-F, which forms part of this Report.
The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report.
33. PARTICULARSOFCONTRACTSORARRANGEMENTS WITH RELATED PARTIES
In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, the Company has in place a policy on the Related Party Transaction, which is followed in letter and spirit. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors in their meeting held on 2nd February, 2022 to incorporate the new requirements introduced under the SEBI Listing Regulations. The policy is available on the website of the Company at the web link: https://www.kamdhenulimited.com/Financial-
Results/Policy-for-determining-the-material_RPT_ Amended-02022022.pdf
All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of 1 Crore per transaction, in the financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis All transactions with related parties entered into during financial year 2022-23 were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions, detail of such transactions have been adequately described in the Note No. 47 to the financial statements of the Company for the financial year 2022-23, which form a part of the Annual Report.
During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the financial year 2022-23, without consent of the members.
Further, Shareholder of the Company in their ExtraOrdinary General Meeting held on 9th December, 2022, has accorded their approval for the Material Related Party Transaction with Kamdhenu Colour and Coatings Limited (KCCL), for providing the Corporate Guarantee for an amount not exceeding of 100 Crores in favour of Lenders, for securing the loan/limits transferred by the Company to KCCL, consequent to Demerger of Paint Business, the details of the such transaction are duly being noted in the Form AOC-2 annexed as Annexure-G as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. It would be pertinent to mention here that there were no transactions entered into by the Company with related party which were not at arms length basis in terms of the provision of Section 188 of the Companies Act, 2013, which were required to be reported in Form AOC-2 in addition to the Material Related Party Transaction.
In due compliance with the Regulation 23(9) of the SEBI Listing Regulations, your Company has reported the details Related Party Transactions with the Stock Exchanges, on half yearly basis.
34. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, Kamdhenu Ventures Limited and step-down subsidiary - Kamdhenu Colour and Coatings Limited, has ceased to be the Subsidiary of the Company as per the accounting treatment, with effect from 1st April, 2022 being appointed date and upon having the Scheme of Arrangement became effective from 18th July, 2022, upon filing the copy of Order dated 3rd June, 2022, issued by the Honble National Company Law Tribunal, Chandigarh Bench with Registrar of NCT Delhi & Haryana.
Since, the above companies has ceased to be subsidiary and Kamdhenu Jeevandhara Foundation Section 8 Company is the implementing agency for the Ongoing CSR Projects of the Company is also the subsidiary of the Company, however, the Company is not required to prepare Consolidated Financial Statement in terms of Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (IND-AS) 110 for this Financial Year 2022-23.
Thus, Kamdhenu Jeevandhara Foundation (Section-8 Company) and CSR Wing of the Kamdhenu Conglomerate remains a subsidiary of the Company as on the closure of financial year i.e. 31st March, 2023. Further, the statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of Kamdhenu Jeevandhara Foundation (Section-8) subsidiary of the Company has been attached as Annexure-H to this report and forms part of the financial statements in the prescribed Form AOC - 1.
It would be pertinent to mention here that the Company does not have any Joint venture or associate company as of closure of financial year i.e. at 31st March, 2023.
35. HUMAN RESOURCES.
The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees in all areas of its business as because of their enthusiasm and continuous efforts the Company remained at the forefront in the industry. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. As on the closure of Financial Year i.e. at 31st March, 2023, there were total 554 number of permanent employees.
36. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order ensure this in all it strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services. The fact that safety and security of the women workforce in the Company has been an area given the
paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the Country. As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.
37. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company. However, the Paint Business of the Company has been transferred to Kamdhenu Colour and Coatings Limited with effect from Appointed Date i.e. 1st April, 2022, upon having the Scheme of Arrangement became effective from 18th July, 2022.
38. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code of Conduct for the Board members and Senior Management Personnel of the Company so that the Companys business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.
All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company https://www. kamdhenulimited.com/Financial-Results/Code- of-Conduct-for-Senior-Management-Persinnel_ Kamdhenu.pdf
39. DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR
Shri Satish Kumar Agarwal, Chairman & Managing Director hereby affirm and declared that the Company has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel.
40. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Shri Satish Kumar Agarwal, Chairman & Managing Director and Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole Time Directors and Shri Saurabh Agarwal, Non-Executive Director of the Company are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013 and SEBI Listing Regulations.
Except as stated above, none of the Directors are related to each other.
41. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They 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 profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.
42. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code
43. THEDETAILSOFDIFFERENCEBETWEENAMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONGWITHTHEREASONSTHEREOF. During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.
44. GREEN INITIATIVE
The Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. This year too, the Annual Report for the financial year 2022-23 and Notice of the 29th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).
Members may note that the Notice and Annual Report 2022-23 is also available on the Companys website www.kamdhenulimited.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively. The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time.
The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 29th AGM.
45. APPRECIATION
The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the customers, dealers, distributors, franchisee partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.
Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.
| BY ORDER OF THE BOARD OF DIRECTORS OF KAMDHENU LIMITED | ||
| (Satish Kumar Agarwal) | (Sunil Kumar Agarwal) | |
| Date: 18th May, 2023 | Chairman & Managing Director | Whole Time Director |
| Place: Gurugram | DIN: 00005981 | DIN: 00005973 |
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ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
We are ISO 27001:2013 Certified.
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.