Dear Members,
Your Directors are pleased to present the 36th Annual Report on the
business and operation of the Company together with the Audited
Standalone and consolidated Financial Statements for the financial year ended on March
31, 2023.
FINANCIAL HIGHLIGHTS
( Rs in Lakhs)
|
Audited |
Particulars |
Standalone |
Consolidated |
|
31-Mar-23 |
31-Mar-22 |
31-Mar-23 |
31-Mar-22 |
| Income from operations |
28088.67 |
25732.37 |
28088.67 |
25,732.37 |
| Other Income |
198.10 |
18.06 |
198.10 |
18.06 |
| Net Profit/(Loss) for the period (Before Exceptional and/or
Extraordinary items) |
223.09 |
94.95 |
223.09 |
94.95 |
| Exceptional Items |
_ |
_ |
_ |
_ |
| Profit / (Loss) before Tax |
223.09 |
94.95 |
223.09 |
94.95 |
| Less: Provision for current tax |
63.48 |
26.07 |
63.48 |
26.07 |
| Less: Tax adjustment of earlier years |
- |
- |
- |
- |
| Less: Net deferred tax assets |
12.04 |
3.69 |
12.04 |
3.69 |
Profit after tax |
147.57 |
65.19 |
147.57 |
32.95 |
| Other Comprehensive Income |
35.81 |
4.98 |
35.81 |
4.98 |
| Earnings Per Share (of 10/-each) |
|
|
|
|
| Basic : |
2.51 |
1.11 |
2.51 |
0.56 |
| Diluted : |
2.51 |
1.11 |
2.51 |
0.56 |
COMPANYS PERFORMANCE
As we continue to build capacity for enhanced performance and delivery across
verticals, this will enable the Company to unlock the potential of the Business with
existing business of branded Textile, Branded Apparel & Garmenting. Overall, the
Company saw better performance in all its segments, as compared to the previous year.
During the year under review, the Company has achieved a turnover of 28,088.67 Lakhs as
compared to 25,732.37 Lakhs in the previous year. The Company has opted alternate plans
and tapped available opportunities to continue to run its operations.
The Standalone profit after tax for the financial year 2022-23 was 147.57 Lakhs and
Consolidated profit after tax for the financial year 2022-23 was 147.57 Lakhs as
compared to Standalone profit after tax for the financial year 2021-22 was 65.19 Lakhs and
Consolidated profit after tax for the financial year
32.95 Lakhs during the previous year.
FUTURE PLAN
The Covid-19 pandemic and the Russia-Ukraine war had challenged the Textile Industry
drastically which is now on a recovery stage. Increasing demand for apparel from the
fashion industry coupled with the growth of E-commerce platforms is expected to drive the
market growth over the next few years.
DIVIDEND
Considering the less profit in Companys financial results during the year under
review, the Board of Directors (‘the Board) have not proposed any dividend
for the year.
PUBLIC DEPOSIT
The Company has not accepted any deposit from public during the year under review.
TRANSFER TO RESERVES
In view of less profit, the Board has decided not to transfer any amount to General
Reserves for the financial year ended March 31, 2023.
CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations‘), a separate report on Corporate Governance is enclosed as a part of
this Annual Report. A Certificate from Auditors of your Company regarding compliance of
conditions of Corporate Governance as stipulated in Regulation 17(7) read with Part A of
Schedule II of the Listing Regulations is also enclosed along with the Corporate
Governance Report.
-22 was
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34 read with Schedule V
of the Listing Regulations forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013 (‘the
Act), with respect to Directors Responsibility
Statement it is hereby confirmed that: i. in the preparation of the annual accounts for
the financial year ended March 31, 2023, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any; ii. 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 as at March 31,
2023 and of the profit of the Company for that iii. the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; iv. the Directors have prepared the annual
accounts for the financial year ended March 31, 2023, on a going concern basis; v. 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; vi. the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Anil Biyani, the Non-Executive Directors of the
Company, give his resignation from the position with effect from December 8, 2022 due to
personal reason and other Occupancies.
In order to fill vacancy created in Board by resignation of Mr. Anil Biyani, Mr. Aryan
Kejriwal was appointed as Non- Executive Director with effect from 11 February, 2023, in
line with the provisions of Section 149 and other applicable provisions of the Act,
including the rules made thereunder and the erstwhile Listing Agreement.
The Company has received declarations from all its Independent
Directors, confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Additional information on appointment/re-appointment of Directors as required under
Regulation 36(3) of the Listing Regulations is given in the Notice convening the ensuing
AGM.
In terms of Section 152 of the Act and Reg 17 (1C) of Sebi (LODR), Reg 2015, Mr. Pradip
Kumar Goenka retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment. Additional information on appointment/re-appointment of Directors as
required under Regulation 26(4) and 36 of the Listing Regulations is appended as on
annexure to the notice convening the ensuing AGM.
POLICYONDIRECTORSAPPOINTMENTANDREMUNERATION
The Companys policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance
Report, which forms part of this Annual Report. The appointment of Directors are made
based on merit, apart from compliance of legal and contractual requirements, that
complements and expands the skills, experience and expertise of the Board as a whole
taking into account knowledge, professional experience and qualifications, gender, age,
cultural and educational background, and any other factors that the NRC might consider
relevant for the Board to function effectively. While appointing any person as an
Independent Director, utmost care is to be taken as to the independence of such person.
NUMBER OF BOARD MEETINGS
The Board met 4 (Four) times during the year under review. The details of Board
Meetings and the attendance of the Directors are provided in the Corporate Governance
Report which forms part of this Annual Report.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Regulation 17(10) and Regulation 25(4) of the
Listing Regulations, the Board has carried out an annual evaluation of performance of its
own, the Committees thereof and the Directors individually. At the meeting of the Board
all the relevant factors that are material for evaluating the performance of the
Committees and of the Board were discussed in detail.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders, etc. The performance evaluation of the Independent
Directors was carried out by the entire Board except the Independent Director being
evaluated.
The performance evaluation of the Chairman and Non-Independent Directors was carried
out by the Independent Directors.
COMPANYS INVESTMENT
Metawear Limited a subsidiary company was converted into an associate company on 20th
May, 2022. Due to further investment by other investors the stake was reduced from 51% to
49%. On 27th May, 2022, The Company stake was further reduced from 49% to 31%.
Further on 11th February, 2023 company has made divestment of its balance
holding of 31%.
Your Company has divestment the entire holding in Metawear Limited to Think9 Consumer
Technologies Private Limited
(" Think9")
COMMITTEES OF THE BOARD
Audit Committee
During the year under review, the Audit Committee of the Company comprised of 3 (Three)
Independent Directors viz. Mr. Amit Somani as Chairman , Mr. Rahul Mehta and Ms. Bindu
Shah. There are no instances where the Board did not accept the recommendations of the
Audit Committee. The terms of reference, powers and roles of the Committee are disclosed
in the Corporate Governance Report, which forms part of this Annual Report. The Company
Secretary act as a Secretary of Audit Committee.
Other Committees
Details of other Committees of the Board along with their terms of reference,
composition and meeting(s) held during the year are provided in the Corporate Governance
Report which forms part of this Annual Report.
AUDITORS AND AUDITORS REPORT
Statutory Auditors
During the year under review, M/s. DMKH & Co., Chartered Accountants, Mumbai were
appointed as statutory auditors of your Company at the 33rd (Thirty Third) AGM
held on September 29,
2020 for a term of 5 (five) consecutive years and they hold office till the conclusion
of 38th (Thirty-Eight) AGM.
The Report given by the Auditors on the financial statements of the Company is part of
this Report. There has been no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report.
Secretarial Auditor
The Company has appointed M/s. HS Associates, Company Secretaries to conduct
Secretarial Audit of the Company for the financial year 2023-24 in terms of provisions of
Section 204 of the
Act. The Secretarial Audit Report for the year ended March 31, 2023 is annexed to this
report as Annexure B.
Cost Auditor
As per the requirement of Central Government pursuant to Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your
Company has been carrying out audit of cost records relating to Textile products every
year.
The Board, on the recommendation of Audit Committee, has appointed Ms. Ketki D.
Visariya, Cost Accountant, as Cost Auditor to audit the accounts of the Company for the
financial year 2023 24. As required under the Act, a resolution seeking ratification of
members for the payment of remuneration to Cost Auditor transactionsforms part of the
Notice convening the AGM.
The Cost Audit report for the financial the Ministry of Corporate Affairs.
REPORTING OF FRAUDS
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or
Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.
POLICIES & DISCLOSURE REQUIREMENTS
Details of programme for familiarisation of Independent Directors with the Company is
available on the website of the Company at the following link
https://www.kflindia.com/policies-and-codes/. Policy on dealing with related party
transactions is available on the website of the Company at the following link
https://www.kflindia. com/policies-and-codes/. Policy for determining Materiality of
Events of the Company is available on the website of the Company at the following link
https://www.kflindia.com/policies-and-codes/. The code of conduct for Directors and senior
management of the Company is available on website of the Company at the following link
https://www.kflindia.com/policies-and-codes/.
The Company has formulated and disseminated a Whistle Blower Policy to provide vigil
mechanism for employees and Directors of the Company to report genuine concerns that could
have serious impact on the operations and performance of the business of the Company. This
Policy is in compliance with the provisions of Section 177(9) of the Act and Regulation
4(2) (d)(iv) of the Listing Regulations. Policy on Whistle Blower is available on website
of the Company at the following link https://www.kflindia.com/ policies-and-codes/
.
CORPORATE SOCIAL RESPONSIBILITY
The company has constituted a Corporate Social Responsibility committee (CSR committee)
in accordance with Section 135 of the Act. The Board of directors of theand material
orders passed company has based on recommodation made by CSR committee, formulated and
approved CSR Policy of the company and which has also been placed on website at a weblink:
https://www.kflindia.com/wp-content/ uploads/2019/01/CORPORATE-SOCIAL-RESPONSIBILITY.pdf
The disclosure including inter-alia the composition of CSR committee and the brief outline
of CSR Policy as per Rule 8 of Companies (Corporate Social Responsibility policy) Rule
2014 is made in prescribed form which is annexed to this report as
Annexure A.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on
meetings of the Board ("SS-1") and on General Meetings ("SS-2") issued
by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.
ANNUAL RETURN
In terms of provisions of Section 134 and 92(3) of the Act, an Annual Return in
prescribed format is available on the Companys website at the following link
https://www.kflindia.com/annual-return/.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions entered by the
Company with related parties as defined under the Act and
Regulation 23 of the Listing Regulations, were in the ordinary course of business and
on an arms length basis. There were no materially the related parties during the
financial significant year which were in conflict with the interest of the Company.
Disclosure of transactions with related parties as required underyear2021-22wasfiled
with the Indian Accounting Standard (IND AS-24) has been made in the notes forming part of
the financial statements. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your
Company.
MATERIAL CHANGES AND COMMITMENTS
Your directors further state that there were no material changes have been taken place,
other than as provided in this report, that could have an impact on the financial position
of the company from the date of closure of financial year under review till the date of
signing of this report.
VIGIL MECHANISM
The company has established a vigil mechanism to provide a framework to promote
responsible and secure whistle blowing and to provide a channel to the employee(s) and
director to report to the management, concern about unethical behaviour, actual or
suspected fraud or violation of the code of conduct or policy/ ies of the company as
adopted /framed from time to time. The mechanism provide for adequate safeguard against
victimization of employees and directors to avail of the mechanism and also provide for
direct access to the chairman of the audit committee in exceptional cases.
PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE
PROVISIONS OF SECTION 186 OF THE ACT
The Company has not granted any loans, not provided any Guarantee and not made any
Investments which are covered under the provision of Section 186 of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS by the There were no
significant
Regulators or Courts or Tribunals during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies
(Accounts) Rules, 2014 is given as Annexure C. The Company being focusing in Indian
market, it has not taken any export initiative.
PARTICULARS OF EMPLOYEES
Disclosure as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed there
under, the names and other particulars of employees are provided under Annexure D is
annexed to this Report.
A statement containing the particulars as required under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in this Annual Report.
In accordance with the provisions of the second proviso to Section 136(1) of the Act,
the Annual Report excluding the aforesaid information is being sent to the Members of the
Company. The said information is available on the Companys website www.kflindia.com.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
Companys internal control systems are commensurate with the nature of its business and
the size and complexity of its operations. These are routinely tested by Statutory as well
as Internal Auditors.
Significant and follow up actions thereon are reported to the Audit Committee.
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of the business, including adherence to the Companys policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
The Audit Committee actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust
Management Information System, which is an integral part of the control mechanism.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Companys premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment at
workplace. The policy aim at prevention of harassment of employees and lay down the
guideline for identification reporting and prevention of sexual harassment
The company has complied with the provision relating to Internal Complaint Committee
(ICC). Further ICC is responsible for redressal of complaint related to sexual harassment
and follow the guideline as provided in the policy.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a consecutive period of 7 (Seven) years from
the date of transfer to Unpaid Dividend Account of the Company, are liable to be
transferred to the IEPF.
The following table provides the due dates for the transfer of outstanding
unpaid/unclaimed dividend by the Company as on March 31, 2023:
Year of Dividend |
Date of declaration |
Last date for claiming due amount |
| 2015-2016 (Final) |
19/09/2016 |
25/10/2023 |
| 2016-2017 (Final) |
19/09/2017 |
25/10/2024 |
| 2017-2018 (Final) |
25/09/2018 |
31/10/2025 |
| 2018-2019 (Final) |
24/09/2019 |
30/10/2026 |
During the year under review, 1,412 Equity shares and 87,233/- as unclaimed dividend
were transferred to IEPF.
EQUITY SHARES IN THE SUSPENSE ACCOUNT
During the year under review, and in accordance with the requirement of Regulation
34(3) and Part F of Schedule V to the Listing Regulations, there were no shares
transferred to suspense account.
PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES
1. The Composition of Board of Directors and its Committees was not in compliance with
Regulation 17(i)(b), 18(1) and 19(1)(2) of SEBI (LODR) Regulations, 2015 till 22nd
May, 2022. However, Board Appointed one more Non-Executive Additional Independent Director
w.e.f 10th August, 2022 and complied with Regulation 17(i)(b) of SEBI (LODR)
Regulations, 2015. While, Company has received notice from BSE dated 22nd
August, 2022 as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020
for non-compliance of Regulation 17(1), 18(1) & 19(1)(2) of SEBI (LODR) Regulations,
2015 for the quarter ended 30th June, 2022 amounting to 8,83,820/-
(Eight Lakhs Eighty-Three Thousand Eight Hundred and Twenty Rupees Only). However, as on
the date of this report company has not paid the said penalty and has made waiver
application to BSE which yet to be disposed off by BSE.
2. Company has received notice from BSE dated 21st November, 2022 as per
SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/12 dated January 22, 2020 for non-compliance
of Regulation 17(1) SEBI (LODR) Regulations, 2015 for the quarter ended 30th
September, 2022 amounting to 2,36,000/- (Two Lakhs Thirty-Six Thousand Only). However,
as on the date of this report company has paid the said penalty.
ACKNOWLEDGEMENT
The Board wishes to place on record their sincere appreciation to all the bankers,
customers, employees at all levels and stakeholders for the continued support and
patronage during the year under review.
|
For and on behalf of the Board |
May 10, 2023 |
Pradip Kumar Goenka |
Mumbai |
Chairman & Managing Director |
+91-9892691696
