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DIRECTOR'S REPORT

Kewal Kiran Clothing Ltd.

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Market Cap. (₹) 1195.22 Cr. P/BV 2.78 Book Value (₹) 348.88
52 Week High/Low (₹) 1400/905 FV/ML 10/1 P/E(X) 14.89
Bookclosure 18/09/2019 EPS (₹) 65.14 Div Yield (%) 3.51
Year End :2018-03 

To the Members

The Board of Directors are pleased to present the 27th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS (STANDALONE)

(Amount in lakhs)

Sr. No.

Particulars

Year Ended

Year Ended

March 31, 2018

March 31, 2017

1

Net Sales/Income from operations

46,191.77

47,709.48

2

Other Income

2,109.05

1,746.78

3

Total Expenditure

37,445.56

38,627.56

4

Profit (Before deducting any of the following)

11,930.92

11,631.55

a)

Finance charges

498.31

327.18

b)

Depreciation/Amortisation

577.35

475.67

c)

Tax provision

3,530.00

3,369.67

5

Net profit for the Period

7,325.25

7,459.02

6

Other Comprehensive Income

84.28

22.58

7

Total of Comprehensive Income (Net of Tax)

7,409.53

7,436.44

i)

Prior Period Expenses (Net of Tax)

Nil

Nil

ii) Closing Balance

26,325.70

23,087.43

8

Appropriation of profit

4,895.27

4,171.26

i) Bonus shares issued during the year

Nil

Nil

ii)

Proposed Dividend (Including Dividend Tax)

222.88

222.51

iii) Transfer to General Reserve

Nil

852.77

9

Dividend (in ') per ordinary share

33

19

10

Paid up Equity capital

1,232.50

1,232.50

11

Reserves except revaluation reserve

17,302.40

17,302.40

12

Surplus c/f

21,430.44

18,916.17

OVERALL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The Company achieved total revenues of Rs.483.01 crores compared to Rs.494.56 crores in the previous year. The EBITDA was Rs.98.22 crores compared to Rs.98.84 crores and Profit After Tax stood at Rs.73.25 crores resulting in an EPS of Rs.59.43 per share. The market conditions remained sluggish with the lagged impact of demonetisation and disruption in market due to roll out of GST. During the year the Company focussed on consolidating and fortifying the Company’s business presence and profitability. All key brands of the Company showed resilience and performed well despite uncertainty in the market and soft consumer sentiment. The strategy of the Company to pursue sustainable and profitable growth has enabled it to achieve revenues and profits and enhancing its profitability margins.

DIVIDEND

The total dividend for the year ended March 31, 2018 (including interim and final dividends) stood at Rs.33 per share as compared to Rs.19 per share in the previous year.

The Board of Directors had in their meeting held on April 25, 2017 declared the first interim dividend of Rs.7/- (70%) per equity share absorbing a sum of Rs.103,838,872/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was May 8, 2017 and the said interim dividend was paid in May 2017.

The Board of Directors had in their meeting held on October 14, 2017 declared the second interim dividend of Rs.10/- (100%) per equity share absorbing a sum of Rs.148,341,245/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was October 27, 2017 and the said interim dividend was paid in November 2017.

The Board of Directors had in their meeting held on January 18, 2018 declared the third interim dividend of Rs.9.5/- (95%) per equity share absorbing a sum of Rs.140,924,183/- including dividend distribution tax. The record date for the purpose of payment of interim dividend was January 31, 2018 and the said interim dividend was paid in February 2018.

The Board of Directors had in their meeting held on March 10, 2018 declared the fourth interim dividend of Rs.5/- (50%) per equity share absorbing a sum of Rs.74,170,623/including dividend distribution tax. The record date for the purpose of payment of interim dividend was March 21, 2018 and the said interim dividend was paid in March 2018.

Your directors are pleased to recommend a final dividend of Rs.1.5/- (15%) per equity share of Rs.10/- each for the year ended March 31, 2018.

The dividend once approved by the members in the ensuing Annual General Meeting will be paid out of the profits of your Company for the year and will sum up to a total of Rs.22,287,727/including dividend distribution tax.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the Website of the Company.

TRANSFER TO RESERVES

During the year under review no amount was transferred to the reserves.

MATERIAL CHANGES AND COMMITTMENT, IF ANY

There are 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 statements relate and the date of the report. There is no change in the nature of business of the Company.

OUTLOOK

As per IMF’s World Economic Outlook Update, India’s GDP growth rate has been forecast at 7.4% for 2018 and 7.8% for 2019 making India the fastest growing major economy. While the performance at micro level is showing signs of improvement, the macro economy is facing headwinds in the form of rising crude oil prices and weakening rupee potentially leading to rising inflation and higher interest rates. The branded apparel sector is closely linked to these factors as they have a direct impact on consumer sentiment and spending behaviour. Against this, the roll out of GST and government measures to revive the rural and agricultural economy are likely to bolster economic growth going ahead. The Company is well positioned to navigate through this period of cross winds and steer ahead on its long term growth trajectory.

FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditor’s Report form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture is attached to the Financial Statements in Form AOC-1.

The Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company www.kewalkiran.com

SUBSIDIARIES AND JOINT VENTURE

White Knitwears Private Limited is a joint venture of the Company. There were no other companies, which have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year 2017-18.

INVESTMENT IN WHITE KNITWEAR PRIVATE LIMITED

The Company had invested in aggregate Rs.34,550,000 (P.Y. Rs.34,550,000) in Joint Venture ‘White Knitwear Private Limited’ (WKPL). WKPL had acquired land in Surat Special Economic Zone (SEZ) and constructed factory building for setting up of manufacturing unit for production of knitwear apparels for exports. However due to slowdown in International market, SEZ could not take off and most of the members of SEZ shelved their projects and approached to Gujarat Industrial Development Corporation (GIDC) and state and central government for de-notification of SEZ. Gujarat Industrial Development Corporation vide its circular No. GIDC/CIR/Distribution/Policy /13/05 dated 14.03.2015 has de-notified the SEZ and conceded the members to convert and use the erstwhile land in SEZ as Domestic Tariff Area (DTA) subject to fulfillment of conditions stated therein. WKPL vide its letter dated 04.04.13 has consented for de-notification of its plot of Land and undertaken to complete the formal procedure for the same.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, IF ANY.

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated and Standalone Cash Flow Statements for the year ended March 31, 2018 forms a part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended March 31, 2018 on a ‘going concern’ basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPANY’S POLICY ON NOMINATION, REMUNERATION AND BOARD EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non Executive Directors and the web-link of the same is http://kewalkiran. com/wp-content/uploads/2016/news/criteria-for-payment-to-non-executive-directors.pdf.

ANNUAL BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors, including the chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2017-18.

AUDIT COMMITTEE

In accordance with Section 177 of the Companies Act, 2013 and rules made thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31, 2018 the Audit Committee consisted of three Non-Executive Independent Directors of the Company viz. Mr. Yogesh A. Thar (Chairman of Audit Committee), Mr. Nimish G. Pandya and Ms. Drushti R. Desai as members.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

Fraud free and corruption free work culture has been core of your Company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behaviour, actual or suspect fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at http://kewalkiran.com/ wp-content/uploads/2015/09/news/Whistelblower_Policy.pdf

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form no. MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Rule 12 of Companies -(Management and Administration) Rules, 2014 is enclosed as Annexure I.

NUMBER OF BOARD MEETINGS HELD

During the year under review 5 (Five) meetings of the Board of Directors were held. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as/in Annexure II.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure III

There were no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the Company at large. The Company has developed a Related Party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is http://kewalkiran.com/wp-content/ uploads/2015/09/news/Related_party_policy.pdf.

DIRECTORS

Retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Hemant P. Jain (DIN: 00029822), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Re-appointment of Whole-time Directors

The Board has, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, approved the re-appointment and remuneration of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain as Whole-time Director of the Company for a period of 5(five) years w.e.f. September 1, 2019 to August 31, 2024.

Re-appointment of Independent Non-Executive Directors

The Board has, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, approved for a second consecutive term of 5 consecutive years the re-appointment of Mr. Yogesh A. Thar, Dr. Prakash A. Mody and Mr. Nimish G. Pandya w.e.f. April 1, 2019 to March 31, 2024 respectively and Ms. Drushti R. Desai w.e.f. August 28, 2019 to August 27, 2024 as Independent Non-Executive Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub Section (6) of Section 149 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The Company has recognised the following persons as Key Managerial Personnel in accordance with the Companies Act, 2013.

1. Mr. Kewalchand P. Jain - Chairman and Managing Director

2. Mr. Hemant P. Jain - Whole-time Director

3. Mr. Dinesh P. Jain - Whole-time Director

4. Mr. Vikas P. Jain - Whole-time Director

5. Mr. Bhavin Sheth - Chief Financial Officer

6. Mr. Abhijit Warange - Vice President - Legal & Company Secretary

AUDITORS

The Members of the Company in the 26th Annual General Meeting held on September 7, 2017 had appointed M/s. Khimji Kunverji & Co., Chartered Accountants, (Firm Registration No. 105146W) as the Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2022.

AUDIT REPORT

There are no Qualification or Adverse Remark in the Auditors report which require any explanation from the Board of Directors. The Auditors Report on financial statements forming part of this Annual Report is self explanatory and do not call for any further comments.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013

During the year under review, no frauds were reported by auditor under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s. U. P. Jain & Co. (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure IV and forms an integral part of this report.

There are no Qualification, Reservation and Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Audit team and Concurrent Audit team monitors and evaluates the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Audit and Concurrent Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit and Concurrent Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit and Concurrent Audit function reports to the Chairman of the Audit Committee of the Board.

Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directors’ Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (‘MDAR’) which forms part of this Report.

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 which has been approved by Board of Directors.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company’s management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at http://kewalkiran.com/wp-content/ uploads/2015/09/news/CSR%20policy.pdf

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Company’s operations.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for Sexual Harassment at workplace. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, there were no complaints reported to the ICC.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Khimji Kunverji & Co., Chartered Accountants confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility Report forms a part of this annual report.

COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from, Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your Company has put in place a Code of Independent Director approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3)(d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from Chairman and Managing Director forms a part of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. The Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors and General Meeting.

PENDING SHARES UPLOAD

Your Company was holding a demat suspense account with the Edelweiss Securities Limited and credited all the shares issued pursuant to the Initial Public Offer(IPO), which remain unclaimed despite the best efforts of the Company and Registrar to issue. The dividend on the said shares in the suspense account has not been paid or claimed for seven consecutive years.

Pursuant to the provisions of Section 124 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund. The Company has accordingly transferred all the shares issued pursuant to the Initial Public Offer(IPO), which remained unclaimed despite the best efforts of the Company and Registrar to issue to the Investor Education and Protection Fund in accordance with the aforesaid requirement.

i) Number of Shareholders outstanding at the beginning of the year: 6

Outstanding shares in the demat suspense account at the beginning of the year: 165

ii) Number of shareholders who approached the Company for transfer of shares from suspense account during the year: 0

iii) Number of shareholders to whom shares were transferred from suspense account during the year: 0

iv) Aggregate number of shareholders outstanding at the end of the year: 0

Outstanding shares in the suspense account lying at the end of the year: 0

v) The voting rights on these shares are frozen till the rightful owner of such shares claims the shares.

The above mentioned 165 shares belonging to 6 shareholders were transferred from the demat suspense account to Investor Education and Protection Fund.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year

Date of allotment/declaration

Last date for claiming dividend

Final Dividend 2010-11

September 6, 2011

October 12, 2018

1st Interim Dividend 2011-12

October 20, 2011

November 26, 2018

2nd Interim Dividend 2011-12

March 2, 2012

April 8, 2019

Final Dividend 2011-12

August 3, 2012

September 8, 2019

1st Interim Dividend 2012-13

November 7, 2012

December 14, 2019

2nd Interim Dividend 2012-13

February 13, 2013

March 22, 2020

3rd Interim Dividend 2012-13

May 11, 2013

June 17, 2020

Final Dividend 2012-13

August 22, 2013

September 28, 2020

1st Interim Dividend 2013-14

October 19, 2013

November 25, 2020

2nd Interim Dividend 2013-14

January 24, 2014

March 1, 2021

3rd Interim Dividend 2013-14

May 10, 2014

June 16, 2021

Final Dividend 2013-14

August 28, 2014

October 4, 2021

1st Interim Dividend 2014-15

September 10, 2014

October 17, 2021

2nd Interim Dividend 2014-15

October 17, 2014

November 24, 2021

3rd Interim Dividend 2014-15

January 31, 2015

March 9, 2022

4th Interim Dividend 2014-15

May 14, 2015

June 22, 2022

Final Dividend 2014-15

August 31, 2015

October 8, 2022

1st Interim Dividend 2015-16

June 16, 2015

July 24, 2022

2nd Interim Dividend 2015-16

November 6, 2015

December 14, 2022

3rd Interim Dividend 2015-16

February 6, 2016

March 14, 2023

4th Interim Dividend 2015-16

March 9, 2016

April 16, 2023

Final Dividend 2015-16

September 7, 2016

October 14, 2023

1st Interim Dividend 2016-17

October 27, 2016

December 3, 2023

2nd Interim Dividend 2016-17

January 27, 2017

March 6, 2024

Final Dividend 2016-17

September 7, 2017

October 14, 2024

1st Interim Dividend 2017-18

April 25, 2017

June 2, 2024

2nd Interim Dividend 2017-18

October 14, 2017

November 20, 2024

3rd Interim Dividend 2017-18

January 18, 2018

February 26, 2025

4th Interim Dividend 2017-18

March 10, 2018

April 16, 2025

1st Interim Dividend 2018-19

July 21, 2018

August 27, 2025

Your Company had declared Final Dividend for the financial year ended 2009-10 in the Annual General Meeting held on August 5, 2010, 1st Interim Dividend in the Board Meeting held on October 27, 2010 and 2nd Interim Dividend in the Board Meeting held on April 2, 2011. The unencashed dividend amounts lying unclaimed, became due for transfer to the Investor Education and Protection Fund. The Company has accordingly during the year under review transferred the unpaid and unclaimed dividend amounts pertaining to Final Dividend 2009-10 of Rs.26,670/-, 1st Interim Dividend 2010-11 of Rs.34,340/- and 2nd Interim Dividend 2010-11 of Rs.20,017/- to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ report for the year ended March 31, 2018 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure VI’ and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) and the relation between the Executive Directors and Mr. Pankaj K. Jain (Mr. Pankaj K. Jain is the son of Mr. Kewalchand P. Jain and the nephew of Mr. Hemant P. Jain, Mr. Dinesh P. Jain and Mr. Vikas P. Jain) none of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ACKNOWLEDGEMENTS

The Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

For and on behalf of the Board

Kewalchand P. Jain

Chairman & Managing Director

Dated: July 21, 2018 DIN: 00029730

Place: Mumbai

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