TO THE MEMBERS OF THE KALLAM TEXTILES LTD,
Your Directors take pleasure in presenting the 31st Annual Report
covering the highlights of the finance, business, and operations of your Company together
with Standalone Audited Financial Statements prepared in compliance with Ind AS accounting
standards, for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS :
The standalone financial results for the year ended 31st March 2023 are
summarized below :
Particulars |
2022-23 (Rs in Lakhs) |
2021-22 (Rs in Lakhs) |
Net Sales / Revenue from operations |
41286.99 |
45089.81 |
Other income |
132.65 |
94.13 |
Total |
41419.64 |
45183.94 |
Operating Expenditure |
42090.57 |
41296.00 |
Profit before Depreciation and amortization expense |
(670.93) |
3887.94 |
Depreciation and amortization expense |
1570.92 |
1569.93 |
Profit before Exceptional Items and tax |
(2241.85) |
2318.01 |
Exceptional items |
841.55 |
142.81 |
Profit before tax |
(3083.40) |
2175.20 |
Provision for income tax |
|
|
i) Current year Tax |
0.25 |
386.21 |
ii) Deferred Tax |
(954.47) |
-608.00 |
Profit after tax |
(2129.18) |
1181.00 |
Earnings per share (' 2/-) |
(4.23) |
2.76 |
2. FINANCIAL PERFORMANCE, STATE OF COMPANY?S AFFAIRS AND FUTURE
OUTLOOK
For the period under review (FY 2022-23),the turnover of the company
was Rs 414.19 Crores as againstRs. 451.83 Crores in the previous Financial Year.The Net
loss after tax was Rs 21.29Crore as against net profit Rs.11.81Crores in the previous
financial year
More details are available in Management Discussion & analysis
report placed at Annexure -I to this report MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion & Analysis Report in line with Regulation
34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is placed at Annexure-I to
this report.
Dividend
During the year company has not recommended any dividend due to
inadequate profits.
AMOUNTS TRANSFERRED TO RESERVES
There is no transfer of amount to the reserves for the period under
review
ANNUAL RETURN:
Annual Return of the Company pursuant to Section 92 of the Companies
Act, 2013 read with Companies (Management and Administration) Rules, 2014, in the
prescribed Form MGT-7, is available at the weblink http://ksml.in/wp-content/
uploads/2023/08/MGT-9-2022-23.pdf as Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2023.
3. NUMBER OF MEETINGS HELD OF THE BOARD:
The Board of Directors met 6 (Six) times during the year 2022-23. The
details of the Board Meetings and the attendance of the Directors are provided in the
Report on Corporate Governance
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) (i) During the year the shareholders has confirmed the
re-appointment of Sri. Mr.M. V. SubbaReddy(Din: 0018719) as a Whole Time Director of the
company for a period of one year w.e.f 01.06.2022.
(ii) Re-appointment of Director under retire by rotation:
During the year the shareholders at the 30th AGM held on 27.09.2022 has
approved the re-appointment of Sri. GurramVenkataKrishna as a Director of the Company
under the retire by rotation as per the provisions of the Companies Act,2013.
(iii) Resignation of independent director after closer of financial
year 31-03-2023.
Mr. Varanasi Ramgopal (DIN No. : 02889497), had resigned from the
office of non executive independent director Secretary of the Company with effect from
30-04-2023 due to personal reasons.
(iv) Appointment of Independent Director Statement regarding opinion of
the Board with regard to integrity, expertise and experience (including the proficiency)
of the independent directors appointed during the year to be apponted". : Subject to
approval of shareholders at the ensuing Annual General Meeting of the company, the Board
has proposed to appoint Mr. SrinivasPetluri (DIN: 02836590) , as independent Director of
the company for a period of five years w.e.f 14.06.2023 in their Board meeting held on
29th may,2023 , for appointment as per the recommendation of the Nomination and
Remuneration Committee, his reappointment for a term of another 5 (five) consecutive years
effective from 14.06.2023 is very much beneficial to the company and therefore it is
desirable to continue to avail his services as an Independent Director. Accordingly it is
proposed to appoint Mr. SrinivasPetluri (DIN: 02836590) as an Independent Director of the
Company not liable to retire by rotation and to hold office for a second term of 5 (five)
consecutive years on the Board of the Company necessary special resolution appended in AGM
Notice Point No. 6.
(v) Directors seeking re-appointment under Retirement by rotation:
Mr. P Venkateswara Reddy (DIN N0. 00018677), Director of the Company
who is liable to retire by rotation at the ensuing AGM pursuant to the provisions of
Section 152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of your Company
and being eligible has offered himself for reappointment. Appropriate resolution for his
re-appointment is being placed for your approval at the ensuing AGM.
(vi) Statement on Declaration by the Independent Directors of the
Company.
All the Independent Directors of the Company have given declarations
under Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms
and conditions of appointment of the Independent Directors are posted on the website of
the Company www.ksml.in.
(vii) Performance Evaluation of the Board, its Committees and Separate
meeting of Independent Directors:
In compliance with the provisions of the Companies Act, 2013 and
Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the performance evaluation of the Board was carried out during the year under
review. More details are available in the Corporate Governance Report which forms part of
this report.
(viii) Company?s policy on directors? appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of section
178;
Your Company has formulated the Nomination and Remuneration Committee
in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the LODR
Regulations, 2015. The salient aspects covered in the Nomination and Remuneration Policy
has been outlined in the Corporate Governance Report which forms part of this report.
(ix) Managerial Remuneration
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors/ employees of your Company is set out in Annexure - II to this
report.
5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :
Pursuant to the provisions of section 124 of the companies Act,
2013,the declared dividends which remained un paid or unclaimed for a period of seven
years, have been transferred by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government.The details of dividends paid by the Company
and respective due dates for transfer of unclaimed dividend to lEPFis available in
Corporate Governance report which forms part of this report.
During the year the company has transferred unclaimed dividend of Rs.
2,35,723 and to IEPF authority with respect to the dividend year 2014-15 and also shares
transferred to IEPF 7,98,731.
Disclosure with respect to Demat SuspenseAccount / unclaimed suspense
account:
Your Company does not have any Unclaimed Shares
6. COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders? Relationship Committee
D. Corporate Social Responsibility Committee.
E. Share Transfer Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
7. RISK MANAGEMENT :
The Company has implemented an integrated risk management framework,
through which the Board and Audit Committee periodically reviews and assesses significant
risks on a regular basis to help ensure that there is a robust system of internal controls
in place. Your Company believes that managing risks helps in maximizing returns. The
Company?s approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting
mechanism of such risks. More details on the same are given in the Report on Corporate
Governance.
8. DETAILS OF ADEQUACY INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS
Your Company has put in place adequate internal financial controls with
reference to the financial statements and the Company has effective risk- mitigation
system keeping in view the size and nature of the business. Your company has adopted
accounting policies which are in line with the Accounting Standards prescribed in the
Companies (Accounting Standards) Rules, 2006 and other applicable provisions, if any, of
the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These
are in accordance with generally accepted accounting principles in India. Changes in
policies, if any, are timely approved by the Audit Committee in consultation with the
Statutory Auditors. The main objective of internal control system and process is to test
and review controls, appraisal of risks inbusiness processes, and benchmarking controls
with best practices in the industry. The Internal Audit function is entrusted to M/s
Mastanaiah& Co., Chartered Accountants, Guntur, who submit their reports to the Joint
Managing Director & CEO and has direct access to the Audit Committee and they
participated in the meetings of the Audit Committee of the Board of Directors of your
Company.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The Audit Committee of the Board of Directors and Statutory Auditors
are periodically apprised of the internal audit findings and corrective actions taken. The
Internal Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence of the Internal Audit functions.
9. VIGIL MECHANISM / WHISTLE BLOWER POLICY: In accordance with the
provisions of Section 177(9) of the Companies Act, 2013 and the Rules made there under and
also SEBI (LODR) Regulations, 2015, your Company has in place a vigil mechanism termed as
Whistle Blower Policy, for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Company?s Code of Conduct or
Ethics Policy, which also provides for adequate safeguards against victimization of
director(s)/employee(s) who avail the mechanism and also provide for direct access to the
Corporate Governance Officer/Chairman of the Audit Committee. The Whistle Blower Policy is
also available on your Company?s website (www.ksml.in) we confirmed that no person
has been denied access to Audit Committee.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY >
The Company has duly complied with the provision of Section 186 of the
Companies Act, 2013 and Rules made there under. Details on loans or investment are
provided in financial statements section of this Annual Report. The Company has not given
any guarantees to anybodycorporate on behalf of a third party.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, no transaction of material nature has
been entered into by the Company with its Promoters, the Directors or relatives, etc, that
may have a potential conflict with the interests of the Company. All related party
transactions are placed before the Audit Committee and also for approval of Board on
quarterly basis. Prior omnibus approval of the Audit Committee is obtained on a yearly
basis for the transactions which are of repetitive nature and entered in the ordinary
course of business and are on arm?s length basis.
A Statement giving details of the transactions entered into with the
related parties, pursuant to the omnibus approval so granted, is placed before the Audit
Committee and the Board of Directors for their approval/ratification on a quarterly basis.
The Register of Contracts containing transactions, in which directors
are interested, if any, is placed before the Audit Committee/Board regularly. The Board of
Directors of the Company, on the recommendation of the Audit Committee, adopted a policy
on Related Party Transactions, to regulate the transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015.
The Policy as approved by the Board is uploaded on the Company?s
website at www.ksml.in.
The details of the related party transactions as per Accounting
Standard- 18 are set out in Notes to Accounts (Note No: -35) of the Financial Statements,
forming part of this report
The details of the Related Party Transactions in prescribed 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 are annexed as Annexure -III to this Report
12. 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 as stipulated under Section 134 of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out herewith as
Annexure -IV to this report.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Companies Act, 2013 and the
Rules made thereunder, your
Company has put in place a Corporate Social Responsibility Committee
which comprises of Mr. G.V. Krishna Reddy as Chairman and Mr. Varanasi Ramagopal, Mr. MV.
Subba Reddy as members.The Corporate Social Responsibility (CSR) Policy enumerating the
CSR activities to be undertaken by the Company, in accordance with Schedule VII to the
Companies Act, 2013 as adopted by the Board is available on the website of the Company
www.ksml.in.
The Annual Report under CSR Activities is annexed to this report as
Annexure -V to this Report.
The details relating to the meetings convened, etc. are furnished in
the Report on Corporate Governance.
14. AUDITORS
(i) Statutory Auditors And Their? Report:
M/s. Brahmayya& Co., Chartered Accountants (ICAI Registration No.
000513S)were appointed as statutory auditors at the AGM Held on 27 th September, 2022 for
term of five years till the conclusion of the 35th AGM, to be held in the year 2027.
Auditors? Report
The Auditors? Report to the Members for the year under review is
unmodified/ clean. The Notes to the Accounts referred to in the Auditors? Report are
selfexplanatory and therefore do not call for any further clarifications under Section
134(3) (f) of the Act. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
(ii) Cost Auditor:
As per the requirement of Central Government and pursuant to Section
148 of the Companies Act, 2013 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 and Power Divisions every year. There is no adverse remark,
qualification, reservation or disclaimer in the Cost Audit Report submitted by M/s.
Sairam&Associates,Cost Accountant, for the financial year ended 31.03.2023.
The Board of Directors of your Company, on the recommendations made by
the Audit Committee at its meeting held on 29th May , 2023 had appointed M/s.
Sairam&Associates,Cost Accountant, (Membership No. 41948) as the Cost Auditor of your
Company to carry out audit of cost records relating to Textile and Power Divisions as
required under the Companies Act, 2013for the financial year 2023-24 at a remuneration of
Rs 25,000/-, plus applicable taxes and out of pocket expenses, if any.
Your Company has received consent from M/s. SAIRAM & ASSOCIATES,
Cost Accountant, to act as the Cost Auditor to carry out the audit of the cost records for
the financial year 2023-24 a resolution seeking member?s approval for the
remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting for their ratification
MAINTENANCE OF COST RECORDS:
Cost Audit is applicable to the Company. The Company is required to
maintain cost records as specified by the Central Government under subsection (1) of
Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has
made and maintained such cost accounts and records.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE COST AUDITOR IN HIS REPORT:
The Cost Auditor?s report for the year ended 31.03.2023 does not
contain any qualification, reservation or adverse remark or disclaimer in his report
(iii) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act, the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI Listing Regulations, the Company had appointed K. Srinivasa Rao & Co, Company
Secretaries, Guntur to undertake the Secretarial Audit of the Company for FY 2022-23.
Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated
February 8, 2019 issued by SEBI, M/s. K.Srinivasa Rao & Co, Company Secretaries,
Guntur has issued the Annual Secretarial Compliance Report, confirming compliance by the
Company of the applicable SEBI Regulations and circulars / guidelines issued there under.
The Secretarial Audit Report & Annual Secretarial Compliance report areappended as
"Annexure -VI" to this Report. There is no adverse remark, qualification,
reservation or disclaimer in the Secretarial Audit Report.
(iv) Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed by the Company or
by its Officers or Employees, to the Audit Committee under Section 143(12) of the
Companies Act, 2013.
15. MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS
There are no material changes and commitments affecting the financial
position of the Company, which has occurred between the end of the financial year of the
Company i.e. March 31, 2023 and the date of the Directors? Report
CASES FILED/DISPOSED PENDING UNDER IBC:
There were no cases filed/disposed/pending against the company under
IBC code.
CHANGES IN SHARE CAPITAL
During the current year, there is change occurred in the capital
Structure of the company due to the right issue of the company from 4,28,19,375 to
5,28,10,562.
16. CORPORATE GOVERNANCE:
A report on Corporate Governance in line with Regulation 34 read with
Schedule-V of SEBI (LODR) Regulations, 2015 is appended and annexedas a separate section
to this report.
The Statutory Auditors of the Company have issued a certificate on
Corporate Governance which is appended to the Corporate Governance Report.
17. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
Our Company does not have any material Subsidiary Company in terms of
Regulation 16(1 )(c) of SEBI (LODR) Regulations, 2015. Accordingly, the financial
statements of our Company are not required to be consolidated in accordance with the
applicable Indian Accounting Standards.
Company has neither any Associates nor any Joint Ventures as on March
31, 2023.
18. PUBLIC DEPOSITS :
During the year under review, your Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re- enactment(s) for the time being in force).
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no material order passed by the regulators or courts or
tribunals impacting the going concern status and Company?s operations in future.
20. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and
safe operations. The Company?s policy requires conduct of operations in such a
manner, so as to ensure the compliances of environmental regulations and preservation of
natural resources for future Generations.
21. OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
To prevent sexual harassment of women at work place, The Central
Government notified "The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013".Under the said Act every Companyis required to
set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
Your Director?s hereby confirm that they have adopted a policy for
prevention of Sexual Harassment of Women at Workplace and have constituted Internal
Complaints Committees (ICC). During the year 2022-23, there was no ComplaintsReceived in
this regards.
22. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any
statutory modification(s) or re- enactment(s) for the time being in force), your Directors
hereby confirm that :
(a) In the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable Accounting Standards and Schedule III of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the
time being in force), have been followed and there are no material departures from the
same;
(b) For the financial year ended 31st March, 2023, 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 your Company as at 31st March, 2023and of the profit and loss of the Company
for the financial year ended 31st March, 2023;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) Financial statements have been prepared on a "going
concern" basis;
(e) proper internal financial controls laid down by the Directors were
followed by your Company and that such internal financial controls are adequate and
operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
23. APPRECIATIONS AND ACKNOWLEDGEMENTS:
Your Directors sincerely convey their appreciation for the unbelievable
commitment, support, dedication, hard work, enthusiasm and significant contribution made
by employees in ensuring sustained growth of the Company. Your Directors also take this
opportunity to thank all shareholders,Clients, Vendors, Bankers, Government and Regulatory
Authorities and Stock Exchanges for their continued co-operation.
Date : 31-07-2023 |
Sd/- |
Sd/- |
Place : Chowdavaram, Guntur |
G.V. Krishna Reddy |
P. Venkateswara Reddy |
|
Joint Managing Director |
Managing Director |
|
DIN: 00018713 |
DIN :00018677 |
|