K G Denim Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 31st Annual Report and
Audited Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL RESULTS
The highlights of the standalone and consolidated performance of your
Company during the financial year 2022-23 are given
hereunder;
(Rs.in Lakhs)
Particulars |
Standalone |
Consolidated |
Current Year
2022-23 |
Previous Year
2021-22 |
Current Year
2022-23 |
Previous Year
2021-22 |
Total Revenue |
51,563.20 |
59 ,226.53 |
53,713.61 |
61,784.49 |
Total Expenditure before
interest, depreciation, exceptional, extraordinary
items and income tax |
51,436.69 |
56 ,014.09 |
53 ,539.45 |
58 ,455.29 |
Gross Profit before interest,
depreciation, exceptional, extraordinary items and
income tax |
126.51 |
3,212.44 |
174.16 |
3,329.20 |
Finance Cost |
2,230.46 |
2,430.15 |
2,320.18 |
2,503.47 |
Depreciation |
1,572.21 |
1,564.14 |
1,582.58 |
1,572.58 |
Profit/(Loss) before
Exceptional & Extra-ordinary items |
(3,676.16) |
(781.85) |
(3,728.60) |
(746.85) |
Exceptional Items (Income) |
- |
- |
- |
- |
Profit / (Loss) before tax |
(3,676.16) |
(781.85) |
(3,728.60) |
(746. 85) |
Provision for Income tax |
- |
- |
- |
- |
for Deferred tax |
(936.70) |
(76.47) |
( 931.67 ) |
92.21 |
Profit / (Loss) for the period |
(2,739.46) |
(705.38) |
(2 ,796. 93) |
(839.06) |
OPERATIONS
The Total Revenue of the Company has dropped by 14.86% from
Rs.59,226.53 Lakhs in the previous year to Rs.51,563.20 Lakhs in the current year. After
charging depreciation, interest and other overheads, the Company recorded a loss of
Rs.3676.16 Lakhs as compared to the loss of Rs.781.85 Lakhs in the previous year. The
details of division-wise performance and other operational details are discussed at length
in the Management Discussion and Analysis section.
There has been no change in the nature of business of the Company.
ENVIRONMENT, SOCIAL AND GOVERNANCE
The Company holds due certification under Occupational Health and
Safety Management System-ISO-45001 which is also focused on environmental management
systems. It ensures that the manufacturing of products is carried on without affecting the
environment in the working area and surroundings.
The Company has again achieved one of the best scores in the apparel
industry as verified by a leading brand assessor continuously this year also and has been
meticulously following various environmental measures and corbon or pollution reduction
programs to achieve the above. The Company has introduced in-house developed Agitated Thin
Film Dryer (ATFD) to concentrate the RO reject water to fine tune the existing Zero Liquid
Discharge system.
The Company is maintaining a hospital for serving the community
including the supply of medicines at subsidised costs. As a part of social environmental
protection, agro forestry has been developed with a demo plant with the technical support
of Forest College, Coimbatore. Besides necessary essential services like providing potable
drinking water to nearby villages, financial aid to schools etc., are also rendered.
HEALTH AND SAFETY
The Company has obtained certification under Occupational Health and
Safety Management System-ISO-45001 which is an Integrated Management System focusing on an
organization's occupational health and safety management system. This standard guides us
to identify and control the conditions and factors that affect the well-being of
employees, contractors, visitors and any other person in the work place.
The Company is implementing various health and safety practices in a
continuous manner as per Occupational Health and Safety Management System-ISO-45001
standards and legal requirements.
The Company is conscious of improving the occupational and personal
health of its employees. In addition, the Company contributes to the well-being of its
employees as also people living around the factory premises by organising free medical
camps and health check-ups at in-house hospitals on a regular basis.
The Company provides a safer work environment for its employees. Basic
personal protective equipment are provided to ensure safety from fire.
Awareness classes are being conducted periodically with the help of
internal/external agencies about basic safety, fire fighting, mock drills, mass
evacuation, first aid etc.,
DIVIDEND
Since the Company has incurred loss during the year under review, the
Board of Directors are not in a position to recommend any dividend for the year 2022-23.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve
during the year under review. However, the amount of loss of Rs. 2636.79 Lakhs for the
current year has been adjusted against the surplus under the head "other equity"
of the Company.
SHARE CAPITAL
The paid-up capital of the Company as at 31.03.2023 stood at Rs.2563.78
Lakhs divided into 2,56,37,825 equity shares of Rs.10/- each. During the year under
review, the Company has not made any fresh issue of shares.
TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND
In terms of Sections 124 and 125 of the Companies Act, 2013,
("Act") unclaimed or unpaid dividend relating to the financial year 2015- 16 is
due for remittance on 3rd November, 2023 to the Investor Education and Protection Fund
("IEPF") established by the Central Government.
Further, pursuant to Section 124(6) of the Act, read with IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 42,099 equity shares of
Rs.10/- each on which dividend had remained unclaimed for a period of 7 years have been
transferred to the credit of demat account identified by the IEPF Authority during the
year under review.
WEB LINK OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as
required under Section 92(3) of the Companies Act, 2013 is available on the website of the
Company and can be accessed on the Company's website at the link
https://www.kgdenim.com/ annual-return/.
BOARD AND ITS COMMITTEE MEETINGS CONDUCTED DURING THE PERIOD UNDER
REVIEW
The details of the composition of the Board and its Committees namely
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee and of the Meetings held and
attendance of the Directors at such Board / Committee Meetings are provided in the
Corporate Governance Report under relevant heads which forms a part of this Report
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company has duly complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1)
and General Meetings (SS-2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c)of the Companies Act
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed
that –
In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departure from those standards;
The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the Company for that period;
The Directors have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
The Directors have prepared the annual accounts on a going concern
basis;
The Directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
The Directors had devised proper system to ensure compliance with the
provisions of all the applicable laws and such systems were adequate and operating
effectively;
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There was no instance of fraud identified or reported by the Statutory
Auditors during the course of their audit.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [‘SEBI (LODR) / Listing Regulations'] so as to
qualify themselves as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [‘SEBI (LODR) / Listing Regulations']. Further, they have also
declared that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence.
Based on the confirmation / disclosures received from the Directors and
on evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent:
Shri Jaganmohan Ramachandran, Smt Lakshmi Pattabi Raman, Shri A P
Seturaaman, Shri N Govindarajan and Shri D Kumaravel.
Pursuant to Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the independent directors have submitted a necessary
declaration of compliance with Rule 6(1) and Rule 6(2) of the said Rules. They have
confirmed that their names have been included in the data bank of the Indian Institute of
Corporate Affairs.
STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Board of Directors have evaluated the Independent Directors
appointed/ re-appointed during the year 2022-23 and opined that the integrity, expertise
and experience (including proficiency) of the Independent Directors are satisfactory.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial year ended 31st March, 2023 relate and the date
of the report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Company pursuant to the provisions of Section 178 of the Companies
Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations and on the
recommendation of the Nomination and Remuneration Committee, framed a policy on
nomination, appointment and remuneration of Directors, Key Managerial Personnel, Senior
Management Personnel and employees of the Company including criteria for determining
qualifications, positive attributes, independence of a director and other matters pursuant
to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation
19(4) of the SEBI Listing Regulations. The
detailed Remuneration Policy can be accessed on the Company's
website at the link https://www.kgdenim.com/wp-
content/uploads/2022/06/nominationandremunerationcommitteepolicy.pdf
COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Gopalaiyer and Subramanian, Statutory Auditors in their report.
However, MDS & Associates LLP, Secretarial Auditors of the Company have qualified in
their Secretarial Audit Report, that the Company has paid remuneration to executive
directors in excess of 5% of the net profits of the Company but within the limits approved
by members at the Annual General Meeting held on 27th September 2021 by passing an
ordinary resolution which was not in compliance with Regulation 17(6)(e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In reply, your Director wish to state that the Company is taking
necessary steps to comply with Regulation 17(6) (e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the company
during the year under review pursuant to Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended) during the financial year 2022-23 were in the
ordinary course of business and on an arm's length basis and not material in nature and
thus disclosure in Form AOC-2 is not required.
The Policy on Related Party Transactions as approved by the Board of
Directors of the Company has been uploaded on the Company's website at the link
https://www.kgdenim.com/wp-content/uploads/2022/06/rpt.pdf.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-1 and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
The Committee has formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day-to-day operations of the Company. The Risk
Management Policy of the Company outlines different kinds of risks and risk mitigating
measures to be adopted by the Board. The Company has adequate internal control systems and
procedures to combat the risk. The Risk management procedure is reviewed by the Audit
Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly
Financial Results of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board had formed a Corporate Social Responsibility Committee of the
Board of Directors comprising of Shri. KG Baalakrishnan, Shri A P Seturaaman and Shri A
Velusamy. The CSR policy of the Company deals with allocation of funds, activities,
identification of programs, approval, implementation, monitoring and reporting mechanisms
under the policy.
The Company has incurred a loss during the immediately preceding
financial year and hence no amount has been prescribed/allocated for the CSR expenditure.
Thus, no amount has been spent on the CSR activities of the Company for the financial year
2022-23.
The Annual Report on Company's CSR activities and initiatives of
the Company is furnished in the prescribed format as Annexure-2 to this Report. The policy
relating to CSR has been displayed on the Company's website and can be accessed at
the link
https://www.kgdenim.com/wp-content/uploads/2016/04/corporate-social-responsibility-policy.pdf.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board of
Directors evaluated the annual performance of the members of the Board and its Committees
vis a vis the nature of business of the Company, its performance during the year and the
contribution of each of the Directors based on the criteria laid down by the Nomination
and Remuneration Committee.
The Independent Directors held a meeting during the year and
inter-alia, reviewed the performance of the Non-Independent Directors and the Board as a
whole and assessed the quality, quantity and timeliness of flow of information between the
Company and the Board.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, Shri M B N Rao (DIN: 00287260) was
retired from the Company with effect from 31st March 2023. The Board wishes to place on
record its appreciation for the invaluable services rendered by Shri M B N Rao (DIN:
00287260) as Independent Director of the Company.
The Board of Directors at their meeting held on 1st April 2023 has
appointed Shri D Kumaravel (DIN: 00004827) as an Additional Director of the Company and
subsequently, the Company has obtained necessary approval of the members through special
resolution for appointment of Shri D Kumaravel as Independent Director of the Company with
effect from 1st April 2023 for a term of five consecutive years through postal ballot on
12 th May 2023.
Shri B Sriramulu and Shri B Srihari, Managing Directors of the Company
retire by rotation at this Annual General Meeting and being eligible, offer themselves for
re-appointment. Your directors recommend their re-appointment.
The Board of Directors at their meeting held on 7th August 2023 have
recommended the re-appointment of Shri KG Baalakrishnan (DIN: 00002174) as Executive
Chairman, Shri B Sriramulu (DIN: 00002560) and Shri B Srihari (DIN: 00002556) as Managing
Directors of the Company for a further period of 3 (three) years with effect from 3rd
November 2023, on the terms and conditions as set out in the Notice convening the ensuing
Annual General Meeting. Necessary resolutions in this regard has been proposed for the
approval of the members at this Annual General Meeting.
Smt T Anandhi (DIN : 00050786) was resigned from the Company with
effect from 4th August, 2023. The Board wishes to place on record its appreciation for the
invaluable services rendered by Smt T Anandhi as Director of the Company. Shri R
Selvakumar (DIN: 00051608) was appointed as Additional Director of the Company in the
capacity of Whole-time Director, by the Board of Directors with effect from 7th August
2023 and holds office up to the date of this Annual General Meeting. Accordingly,
necessary resolutions proposing the appointment of Shri R Selvakumar as Director /
Whole-time Director of the Company has been included in the Agenda of the Notice convening
the Annual General Meeting for the approval of the members.
Key Managerial Personnel of the Company as required pursuant to Section
2(51) and 203 of the Companies Act, 2013 are Shri KG Baalakrishnan - Executive Chairman,
Shri B Sriramulu - Managing Director,
Shri B Srihari - Managing Director, Shri R Selvakumar - Whole-time
Director,
Shri S Manickam - Chief Financial Officer and Smt P Krishnaveni -
Company Secretary.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has 2 (Two) subsidiaries namely, Trigger Apparels Limited
and KG Denim (USA) Inc.
Trigger Apparels Limited
Trigger Apparels Limited is engaged in the marketing of readymade
garments. The turnover of the Company during the year under review was Rs.4663.45 Lakhs as
against Rs.6096.83 Lakhs during the previous year. During the year the Company has earned
a net profit of Rs.5.85 Lakhs as against a net loss of Rs.139.30 Lakhs during the previous
year.
KG Denim (USA) Inc.
The turnover of the Company during the year under review was Rs. 84.98
Lakhs (INR) as against Rs.3.29 Lakhs (INR) during the
previous year. During the year the Company has incurred a net loss of
Rs. 63.32 Lakhs as against a net loss of Rs. 7.86 Lakhs during the previous year. The
operations of the Company are expected to improve in the forthcoming reporting period.
The Consolidated Financial Statements incorporating the Financial
Statements of the subsidiary companies are attached to the Annual Report as required under
the applicable Accounting Standard(s) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The standalone Annual Financial Statements of Trigger
Apparels Limited and KG Denim (USA) Inc., subsidiary companies are posted on the
Company's website at the link https://www.kgdenim.com/investors-page/annual-
reports/.
However, the Company does not have any Joint Venture or Associate
Companies. The Statement containing salient features of the Financial Statement of the
subsidiaries pursuant to the provision of Section 129 of the Companies Act, 2013 is
attached herewith in Form AOC-1 and is attached as Annexure-3 to this report.
FIXED DEPOSITS
Since the Company has not accepted any fixed deposit covered under
Chapter V of the Companies Act, 2013, there was no deposits
remaining unclaimed or unpaid as on 31st March, 2023 and accordingly,
the question of default in repayment of deposits or payment of interest thereon during the
year did not arise.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE
There were no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and
Company's operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has an adequate Internal Control System, commensurate with
the size, scale and complexity of its operations. The
Audit Committee of the Board periodically reviews the Internal
Financial Control Systems and their adequacy and recommends corrective action as and when
necessary to ensure that an effective internal control mechanism is in place.
The Directors confirm that the Internal Financial Control (IFC) systems
are adequate with respect to the operations of the Company. The report of Auditors
pursuant to Section 143(3)(I) of the Companies Act, 2013 certifying the adequacy of
Internal Financial Control is annexed with the Auditor's Report.
AUDITORS STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Gopalaiyer and
Subramanian (Firm Registration No. 000960S), Chartered Accountants,
Coimbatore, were appointed as the Statutory Auditors of the Company at the 30th Annual
General Meeting held on 28th September, 2022 for a period of 5 (five) consecutive years
from the conclusion of the 30th Annual General Meeting till the conclusion of the
35thAnnual General Meeting to be held in the year 2027.
The Company has obtained the necessary consent and certificate from
M/s. Gopalaiyer and Subramanian, Chartered Accountants, to the effect that their
appointment, if made, would be in conformity with the provisions of the Companies Act,
2013.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed MDS &
Associates LLP, Company Secretaries, Coimbatore as the Secretarial Auditors of the Company
for the year 2023-24 to carry out the Secretarial Audit, pursuant to the provisions of
Section 204 of the Companies Act, 2013.
The report of the Auditors for the financial year 2022-23 is annexed as
Annexure-4 to this Report.
COST AUDITORS
The Board of Directors on the recommendation of the Audit Committee,
has appointed Shri M Nagarajan, Cost Accountant as the Cost
Auditor of the Company for the financial year 2023- 24. Pursuant to
Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Accounts)
Rules, 2014, the remuneration payable for the year 2023-24 to the Cost Auditor of the
Company is subject to ratification by the Shareholders at the ensuing Annual General
Meeting. The Board recommends his remuneration.
DISCLOSURE ON MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF
SECTION 148 OF THE COMPANIES ACT, 2013
The maintenance of cost records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013 is
applicable to the Company and accordingly, the cost accounts and
records are made and maintained.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code,
2016.
DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable and the Company has
not undertaken any one-time settlement with the banks or
financial institutions.
INDUSTRIAL RELATIONS
The relationship between the management and the employees at all levels
during the year under review has been cordial and
productive.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to define the policy and redress
complaints received. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed of during the year 2022-23:
I. Number of complaints received - Nil
Number of complaints disposed of – NA
Number of complaints pending - NA
PARTICULARS OF EMPLOYEES
The statement pursuant to Section 134 of the Companies Act, 2013, read
with the Companies (Particulars of Employees) Rules, 1975
and Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure-5 is attached to this report.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed and forms part of this
report. The Company has complied with the conditions relating to
Corporate Governance as stipulated in Regulation 27 of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors has been duly constituted
in accordance with the provisions of Section 177 of the
Companies Act, 2013. The details relating to the composition, meetings
and functions of the Committee are set out in the Corporate Governance Report forming part
of this Annual Report. The Board has accepted the Audit Committee recommendations during
the year whenever required and hence no disclosure is required under Section 177(8) of the
Companies Act, 2013 with respect to rejection of any recommendations of the Audit
Committee by the Board.
CEO/CFO CERTIFICATION
As required under Regulation 33(2)(a) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Managing Director and the Chief Financial Officer of the Company have
furnished necessary certificates to the Board on the Financial Statements presented.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances
of fraud and mismanagement and to report concerns
about unethical behavior or any violation of the Company's Code of
Conduct. During the year under review, there were no complaints received under this
mechanism. The policy can be accessed on the Company's website at the link
https://www.kgdenim.com/wp-
content/uploads/2015/10/Whistle-Blower-Policy.pdf.
CAUTIONARY STATEMENT
The statement in this Directors' Report & Management Discussion and
Analysis contains forward looking statements regarding
Company's projections & expectations and the actual results could
differ materially from those expressed on account of various factors like raw material
prices, change in demand, government regulation etc., and the readers are cautioned
against placing undue reliance on the same.
ACKNOWLEDGEMENT
The Directors take this opportunity to place on record their sincere
thanks to the Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and the
shareholders for their support and co-operation extended to the Company from time to time.
The Directors further wish to place on record their appreciation for the co-operation
extended by all sections of the employees.
Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for
the continued prosperity of the Company.
Annexure-1
PARTICULARS PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:
Conservation of Energy:
Steps Taken for Conservation of Energy:
The energy review meetings are regularly conducted by Energy Cell
headed by Certified Energy Auditor. Benchmark figures arrived in all the utilities and
deviations are monitored on a regular basis and corrective and preventive actions are
taken as and when required.
The major efforts are mentioned below:
Usage of LED lights have been encouraged and all the new lights to be
purchased will be only LEDs.
All our climate-controlled Labs have been renovated with PUF insulation
wall and ceiling panels for thermal insulation to bring down the energy consumption of
HVAC equipment, about a 10% reduction in energy consumption on this account has been
achieved.
Continued monitoring of leakages in Air, Steam, Water and Gas lines
have been in force and reviewed periodically to control the energy consumption.
Steps Taken by the Company for utilizing alternate sources of energy:
The Company has installed Solar Cells and linked the same to LED
streetlights for energy conservation
Capital Investment on energy conservation equipment: Nil
Technology absorption & Research & Development
Efforts made towards technology absorption, adaptation and innovation:
Nil
The Benefits derived like product improvement, cost reduction, product
development or import substitution: Nil
Information on Imported Technology (imported during the last 5 years
from the beginning of the Financial Year)
Technology Imported None
Year of Import N.A.
Technology absorption N.A.
Expenditure incurred on Research & Development:
Foreign Exchange earnings & outgo:
The details of foreign exchange earnings and outgo are furnished below:
Particulars |
2022-23 |
2021-22 |
Foreign Exchange Earnings |
16,650.77 |
18746.36 |
Foreign Exchange Outgo |
537.24 |
309.50 |
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