The Directors are pleased to present the 42nd Annual Report on the business
and operations of Khadim India Limited ("the Company") together with the Audited
Financial Statements for the financial year ended March 31, 2023.
Financial Highlights
The Financial Highlights are set out below:
(In `Rs million)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
6,602.64 |
5,910.80 |
6,602.64 |
5,910.80 |
Other Income |
174.76 |
162.75 |
174.75 |
162.75 |
Total Income |
6,777.40 |
6,073.55 |
6,777.39 |
6,073.55 |
Less: Expenditure |
5,877.70 |
5,432.97 |
5,877.40 |
5,432.76 |
Profit before Depreciation, Interest and Tax |
899.70 |
640.58 |
899.99 |
640.79 |
Depreciation |
383.71 |
335.81 |
383.71 |
335.81 |
Interest |
290.57 |
227.25 |
290.57 |
227.25 |
Profit / (Loss) before Tax |
225.42 |
77.52 |
225.71 |
77.73 |
Provision for Taxation |
|
|
|
|
- Current and deferred Tax |
50.64 |
13.14 |
50.64 |
13.14 |
Profit / (Loss) for the year after Tax |
174.78 |
64.38 |
175.07 |
64.59 |
Dividend
Considering the inadequacy of profits during the financial year ended March 31, 2023,
the Board of Directors of the Company has not proposed any dividend on equity shares.
General Reserve
No amount has been transferred to the General Reserve for the financial year ended
March 31, 2023.
Operations and State of Company's Affairs
On a standalone basis, the revenue generated from operations for the financial year
2022-23 stood at `Rs 6,602.64 million, which was higher by 11.70% compared to the previous
financial year 2021-22. The profit after tax for the year is `Rs175.07 million in
comparison to profit after tax of Rs 64.59 million for the previous financial year.
The details of Company's affairs has been included in the Management Discussion and
Analysis Report, forming part of this report.
Internal Controls
The details in regard to Internal Financial Controls and its adequacy are included in
the Management Discussion & Analysis Report, which is a part of this Report.
Employee Stock Option Plan
There has been no material change in the Employee Stock Option Plan 2017 ("ESOP
2017") during the year under report. Disclosures with respect to ESOP 2017 as
required under relevant Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the Financial
Statements.
Approval of the members by way of a Special Resolution had been obtained on May 07,
2021 (vide Postal Ballot Notice dated March 25, 2021) for formulation and implementation
of Khadim Employee Stock Option Plan 2021 ("ESOP 2021"). However, no options
have been granted post approval.
The certificate from M/s. BKG & Company, Company Secretaries (Firm Registration No.
S2004WB868500), Secretarial Auditor of the Company, with respect to the implementation of
the Company's ESOP 2017 and ESOP 2021 would be available for inspection by the
shareholders during the Annual General Meeting. A copy of the same will also be available
for inspection at the registered office of the Company.
Share Capital
The Authorized Share Capital of your Company is ` 60,00,00,000/- divided into
6,00,00,000 Equity Shares of face value of ` 10/- each.
The Issued, Subscribed and Paid-up Share Capital of your Company is ` 17,96,96,140/-
divided into 1,79,69,614 Equity Shares of face value of ` 10/- each.
There is no change in the Issued, Subscribed and Paid-up Share Capital of the Company
during the year under review. Change(s) in the nature of the business There has been no
change(s) of business of the Company or in the nature of business carried on by the
Company during the financial year under review.
Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of the report
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date on which this Report has been signed.
Significant and material orders passed by the regulators / courts / tribunals impacting
the going concern status and the Company's operations in future
During the year under review, no significant and material orders have been passed by
the regulators / courts / tribunals that may impact the going concern status and the
operations of the Company in future.
Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy
Code, 2016
During the year under review, no Corporate Insolvency Resolution application was made
or proceeding was initiated, by / against the Company under the provisions of the
Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application or proceeding
by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016
(as amended) is pending as on March 31, 2023.
Subsidiaries, Joint Ventures and Associate Companies
The Company has a wholly owned subsidiary in Bangladesh in the name of Khadim Shoe
Bangladesh Limited. There are no other associate or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of financial
statements of the Company's subsidiary in Form No. AOC-1 is attached to the financial
statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiary company, are available on
the website of the Company www.khadims.com at the link
https://www.khadims.com/subsidiary-financial-khadim.
Deposits
The Company has not accepted any deposit from public within the meaning of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as
such, no unclaimed / unpaid matured deposits or interest thereon was due as on March 31,
2023.
Corporate Social Responsibility
In accordance with the provisions of Section 135 of the Companies Act, 2013, your
Company has duly constituted a CSR Committee and the Company's policy on CSR is available
on the Company's website www.khadims.com.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule
VII thereof and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Company did not fall under the purview of undertaking CSR activities during the financial
year 2022-23, as the average net profit of the three immediately preceding financial years
was negative.
The Annual Report on CSR for the financial year ended March 31, 2023 along with the
composition of CSR Committee is marked as Annexure - I and forms part of this Report.
Risk Management
The Company's Risk Management Policy recognizes that risk is an integral part of any
business and the Company is committed to manage the risk in a proactive and efficient
manner.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower policy and it has established
adequate vigil mechanism for its employees and directors to report concern about unethical
practice. No person has been denied access to the Chairman of the Audit Committee. The
latest Vigil Mechanism / Whistle Blower Policy is available at
https://www.khadims.com/policy-on-vigil-mechanism/.
Directors and Key Managerial Personnel
Your Company's Board is duly constituted in compliance with the requirement of the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
The Independent Directors have confirmed that they meet with the criteria of
independence as required under sub section 7 of Section 149 of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations.
The Board is also of the opinion that Independent Directors meet with the criteria of
independence under sub section 6 of Section 149 of the Act and Regulation 16(1)(b) of the
Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
All the Independent Directors have registered themselves / renewed their registration
pursuant to the Companies (Creation and Maintenance of databank of Independent Directors)
Rules, 2019.
The Board confirms that the Independent Directors also meet the criteria of integrity,
expertise and experience (including the proficiency) in terms of Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014.
Following re-appointment of Directors had been made during the year:
i. Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Rittick Roy Burman (DIN:
08537366), Whole-time Director, retired by rotation and re-appointed at the AGM held on
September 23, 2022. The Members of the Company at the said AGM also approved the
re-appointment of Mr. Rittick Roy Burman as a Whole-time Director ("Key Managerial
Personnel") of the Company, for a further period of 3 (Three) years with effect from
November 08, 2022 till November 07, 2025 (both days inclusive).
ii. The Members of the Company at AGM held on September 23, 2022 approved the
re-appointment of Mr. Alok Chauthmal Churiwala (DIN: 02043221) as an Independent Director
of the Company for second term of 5 (Five) consecutive years commencing from May 11, 2023
to May 10, 2028.
Mr. Ritoban Roy Burman (DIN: 08020765), Non-Executive Non-Independent Director of the
Company, retires by rotation at the ensuing Annual General Meeting, and being eligible,
offered himself for re-appointment. Your Directors recommend his re-appointment at the
ensuing Annual General Meeting.
Mr. Siddhartha Roy Burman (DIN: 00043715) was appointed by the Members at the 38th
Annual General Meeting held on August 08, 2019 for a term of 5 (Five) consecutive years
from April 01, 2019 till March 31, 2024. The said tenure will expire due to efflux of
time. On the recommendation of Nomination and Remuneration Committee, the Board at its
Meeting held on May 23, 2023 had approved the re-appointment of Mr. Siddhartha Roy Burman
for a further period of 3 (Three) consecutive years, commencing from April 01, 2024 till
March 31, 2027, subject to the approval of the Members at the ensuing Annual General
Meeting.
The brief profile of Mr. Ritoban Roy Burman and Mr. Siddhartha Roy Burman and other
relevant information under Regulation 36 of the Listing Regulations and Secretarial
Standard on General Meetings with respect to Director seeking re-appointment have been
provided in the Notice convening Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
a) Mr. Siddhartha Roy Burman, Chairman & Managing Director
b) Mr. Rittick Roy Burman, Whole-time Director;
c) Mr. Indrajit Chaudhuri, Chief Financial Officer; and
d) Mr. Abhijit Dan, Company Secretary & Head-Legal
Ms. Namrata Ashok Chotrani had resigned from the position of Chief Executive Officer
(CEO) of the Company effective March 23, 2023 (COB). Familiarisation Programme for
Independent Directors
The Company has put in place an Induction and Familiarisation Programme for Independent
Directors of the Company. The details of such Familiarization Programme are mentioned in
the Report on Corporate Governance, which forms part of this Annual Report and the same is
available at the link https://www.khadims.com/
familiarization-programme-independent-director/
Separate Meeting of Independent Directors
In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing
Regulations, the meetings of Independent Directors were separately held on November 14,
2022 and March 24, 2023 during the year under report.
Company's Policy on Appointment and Remuneration of Directors
The Company has been following a policy namely "Nomination and Remuneration
Policy" with respect to appointment and remuneration of Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel. The appointment of Directors, KMP and
Senior Management Personnel is subject to the recommendation of the Nomination and
Remuneration Committee (NRC).
Based on the recommendation of the NRC, the remuneration of Executive Director
comprises of Basic Salary, Perquisites, Allowances and Commission in accordance with the
provisions of the Companies Act, 2013. The remuneration of Non-Executive Directors
comprises of sitting fees and commission in accordance with the provisions of Companies
Act, 2013.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is in conformity with the
requirement of Section 178 (3) of the Companies Act, 2013 and Listing Regulations. The
objectives and key features of this Policy are:
1. Formulate the criteria for determining qualifications, competencies, positive
attributes and independence of the Directors, Key Managerial Personnel (KMP) and Senior
Management Personnel and recommend to the Board, a policy relating to the remuneration of
Directors, Key Managerial Personnel and other employees.
1A. For every appointment of an Independent Director, the Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an Independent
Director. The person recommended to the Board for appointment as an Independent Director
shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may: a. Use the services of an external agencies, if
required; b. Consider candidates from a wide range of backgrounds, having due regard to
diversity; and c. Consider the time commitments of the candidates.
2. Devising a policy on Board diversity;
3. Identifying persons who are qualified to become Directors and persons who may be
appointed in Key Managerial and Senior Management;
4. Directors' induction and continued updation as and when required of their roles,
responsibilities and liabilities;
5. Formulation of criteria for performance evaluation of the Board, its Committees and
Directors including Independent Directors / Non-Executive Directors;
6. Aligning the remuneration of Executive Directors, Key Managerial Personnel and
Senior Management Personnel with the Company's financial position, industrial trends,
remuneration paid by peer companies etc.; and
7. Recommend to the Board all the remuneration in whatever form, payable to the Senior
Management.
The guiding principles of the Policy are:
The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the Company
successfully;
Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
Remuneration to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals.
The aforesaid Nomination and Remuneration Policy has been uploaded on the website of
your Company www.khadims.com and is available at the link
https://www.khadims.com/policy-on-nomination-remuneration-committee/
Meetings of the Board
During the year, 6 (Six) meetings of the Board were held. The details of meetings of
the Board held during the financial year 2022-23 have been provided in the Corporate
Governance Report which forms part of the Report.
Audit Committee
The details pertaining to the composition of the Audit Committee are included in the
Corporate Governance Report which is a part of this Report.
Extract of Annual Return
In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,
2023 is available on the Company's website www.khadims.com at
https://www.khadims.com/mgt-9.
Particulars of contracts and arrangement with Related Parties
All transactions entered by the Company with Related Parties during the financial year
2022-23 as defined under Section 2(76) of the Companies Act, 2013 read with the Companies
(Specification of Definitions Details) Rules, 2014 were held in the Ordinary Course of
Business and at Arm's Length pricing basis. There were no materially significant
transactions with Related Parties during the financial year 2022-23, which were in
conflict with the interest of the Company. Suitable disclosures as required under Ind
AS-24 have been made in the Notes to the financial statements.
Accordingly, the disclosure in Form AOC-2, pursuant to section 134(3)(h) of the
Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
required. The policy on Related Party Transactions can be accessed on the website of the
Company www.khadims.com.
Secretarial Standards
The Company has devised adequate systems to ensure compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and such
systems are operating effectively.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), your
Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently
and made judgements 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 the year ended on that date;
c) the Directors had 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;
d) the Directors had prepared the annual accounts on a going concern basis;
e) proper internal financial controls are followed by the Company and that such
financial controls are adequate and are operating effectively; and
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 during
the financial year ended March 31, 2023.
Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported, any incident of fraud committed in your Company by its Officers or Employees, to
the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013
details of which needs to be mentioned in this Report.
Auditors
M/s. Ray & Ray, Chartered Accountants (Firm Registration No.: 301072E) was
appointed by the Members of the Company at the 40th Annual General Meeting as Statutory
Auditors of the Company for a term of 5 (Five) consecutive years commencing from the
conclusion of the Annual General Meeting held on September 28, 2021 till the conclusion of
the 45th Annual General Meeting to be held in the financial year 2026-27.
The Auditors' Report on the Annual Accounts of the Company forms part of the Annual
Report of the Company. The Auditors' Report does not contain any qualification,
reservation or adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant
Rules made thereunder, the Company had re- appointed M/s. BKG & Company, Company
Secretaries, represented by its Partner, Mr. Binod Kumar Gupta (ACS No. 12965, C. P. No.
3242), to conduct the Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith and marked as Annexure - II to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
Cost Auditors
Although the Company is not coming under the purview of compulsory cost audit as per
the Companies Act, 2013, your Company would avail the services of the Cost Auditor for the
financial year 2023-24.
Disclosure as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014
The disclosure as per Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as
amended, is not applicable to the Company.
Particulars of Loans, Investments and Guarantees
During the financial year 2022-23, the Company has not made any investment, has not
given any loans, has not provided any guarantees, has not provided any security in
connection with any loan, has not acquired securities by way of subscription, purchase or
otherwise, in excess of the thresholds provided in Section 186 of the Companies Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on 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 are given in Annexure-III, forming part of
this Report.
Managerial Remuneration, Particulars of Employees and related disclosure
Details of remuneration as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as Annexure-IV and V respectively.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
Your Company firmly believes in providing a safe, supportive and harassment free
workplace for each and every individual working for the Company through various
interventions and practices and has zero tolerance for sexual harassment at workplace. It
is the continuous endeavour of the management of the Company to create and provide an
environment to all its employees that is free from discrimination and harassment including
sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at
Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives
is in place to redress complaints relating to sexual harassment, if any. The Policy is
gender neutral. All employees (permanent, contractual, temporary and trainees) are covered
under this Policy.
The Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules framed there under is available in the website of the
Company at www.khadims.com.
No complaints relating to the sexual harassment had been received during the year under
report.
Annual Performance Evaluation of the Directors
In terms of the provisions of the Companies Act, 2013 read with Rules issued there
under and the Listing Regulations, based on the criteria such as number of Board and
Committee meetings attended during the year, contributions to the decision making and
relevant expertise to the Board etc., the Board of Directors has carried out the annual
performance evaluation of the entire Board, Committees and all the Directors based on the
criteria laid down by the Nomination and Remuneration Committee.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Chairman of the Company and the Board as a whole was evaluated.
Corporate Governance
A Report on Corporate Governance along with a Certificate from the Statutory Auditors
confirming of corporate governance requirements as stipulated under Listing Regulations is
enclosed as Annexure - VI and forms part of this Report. The said report also contains a
certificate from a Practising Company Secretary confirming that none of the Board of
Directors of the Company has been debarred or disqualified from being appointed or
continuing as a Director of the Company as prescribed under Listing Regulations.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34 of the Listing Regulations is presented in a separate
section forming a part of this Report.
Cautionary Statement
Statements in the Annual Report, including those which relate to Management Discussion
and Analysis, describing the Company's objectives, projections, estimates and
expectations, may constitute forward looking statements' within the meaning of
applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.
Acknowledgement
Your Directors would like to express their sincere appreciation and gratitude for the
cooperation and assistance received from the financial institution, banks, merchant
bankers, legal consultants, registrar, government authorities, customers and vendors
during the year under review and look forward for the long-term future with confidence,
optimisms and full of opportunities.
Your Directors also acknowledge the continued support received from investors and
shareholders and the confidence reposed by them.
Your Directors place on record their deep sense of appreciation for the continuous hard
work, dedication, contribution and commitment by executives, staffs and workers at all
levels of the Company.
|
For and on behalf of the Board of Directors |
|
Siddhartha Roy Burman |
Place: Kolkata |
Chairman & Managing Director |
Date: May 23, 2023 |
DIN: 00043715 |