Dear Members
Your Directors are pleased to present their nineteenth Annual Report on the businessand operations of the Company and the statement of accounts for the year ended 31stMarch 2019.
| FINANCIAL RESULTS | | |
| | (Rs. Lakhs) |
| Particulars | 2018-19 | 2017-18 |
| Dividend and Other Income | 3787.34 | 3666.06 |
| Profit Before Interest Depreciation & Tax (PBIDT) | 3699.66 | 3582.67 |
| Less: Interest & Finance Charges (Net) | - | - |
| Gross | 3772.47 | 3582.67 |
| Less: Depreciation and amortization charge | | - |
| Profit before Tax (PBT) | 3698.91 | 3582.67 |
| Less: Provision for Taxes (including provision for deferred tax) | (73.56) | 11.47 |
| Net Profit after Tax (PAT) | 3772.47 | 3571.20 |
| Add: Profit brought forward from previous year | 26812.85 | 24209.54 |
| Surplus available for appropriation | 30585.33 | 27780.75 |
| Appropriations | | |
| Dividend on Preference Shares | 103.36 | - |
| Interim Dividend on Equity shares | 967.89 | 967.89 |
| Corporate tax on dividend | - | - |
| Amount transferred to General Reserve | - | - |
| Profit carried to Balance Sheet | 29514.08 | 26812.85 |
| Total Appropriation | 30585.33 | 27780.75 |
DIVIDEND
During the year your Company has paid an interim dividend of Rs. 15 per equity shareamounting to Rs. 967.89 Lakhs. No final dividend is recommended on Equity Shares.
Your Directors recommended payment of dividend on 8% Non-cumulative RedeemablePreference Shares.
OPERATIONS REVIEW
Profit before Interest Depreciation & Tax (PBIDT) increased by 3.14% to Rs 3698.91lakhs during 2018-19 from Rs 3582.67 lakhs during 2017-18. Profit after Tax increased by5.34% to Rs. 3772.47 lakhs during 2018-19 from Rs 3571.20 lakhs during 2017-18 mainly onaccount of increase in Interest income.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2019 your company had the following subsidiaries :-
1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture oftechnical textiles specialty chemicals fluorochemicals and packaging films. It has Sixwholly owned subsidiaries out of which one wholly owned subsidiary is registered in Indiaand remaining five are registered outside India.
Two of these are direct wholly owned subsidiaries and the rest four are step downwholly owned subsidiaries of SRF Limited. The details of the business of thesesubsidiaries is more particularly given in the Annual Report of SRF Ltd. for 2018-19 whichis available on the website www.srf.com
2. SRF Transnational Holdings Ltd.(SRFT) is a registered non deposit taking NBFCengaged in the business of investment in shares and securities.
3. Shri Educare Ltd. (SEL) is a company engaged in the business of rendering assistancefor establishing managing and running of the schools including sub-licensing ofcopyrights trademarks and software.
4. Shri Educare Maldives Pvt. Ltd. (SEMPL) is managing a school in a public-privatepartnership with Maldives Government.
5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisition and rental ofproperties.
6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership betweenKAMA Realty (Delhi) Ltd. and Shri Educare Ltd. It is engaged primarily in acquisition andrental of properties.
The consolidated profit and loss account for the period ended March 31 2019 includesthe profit and accounts for these twelve subsidiaries for the complete financial yearended March 31 2019.
The consolidated financial statements of the Company prepared in compliance withapplicable Accounting Standards and other applicable laws including all the abovesubsidiaries duly audited by the statutory auditors are presented in the Annual Report.
During the year a new wholly owned subsidiary by the name SRF Europe Kft wasincorporated by SRF Limited to undertake manufacture of packaging films in Hungary. Noother subsidiaries were divested or incorporated.
No company has become/ceased to be a joint venture or associate during the year. Areport on performance and financial position of each of the subsidiaries and associates ispresented in a separate section in this Annual Report. Please refer (AOC-1) annexed to thefinancial statements in the Annual Report. The Policy for determining materialsubsidiaries as approved by the Board may be accessed on the Company's website at thelink: http://www.kamaholdings.com/Inv/Policy_ MaterialSubsidaryCompanies.pdf The Companyshall make available the annual accounts of the subsidiary companies to any member of theCompany who may be interested in obtaining the same. The annual accounts of the subsidiarycompanies will also be kept open for inspection at the registered office of the Companyand respective subsidiary companies. Further the annual accounts of the subsidiaries arealso available on the website of the Company viz. www.kamaholdings.com.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Kartik Bharat Ram (DIN 00008557) is retiring at the forthcoming annual generalmeeting and being eligible offers himself for re-appointment.
Ms. Vasvi Bharat Ram (DIN 00074849) non- executive director and Mr. Mukul KhandelwalIndependent Director (DIN 00662822) have resigned with effect from 13thNovember 2018 due to preoccupation. There were no other material reasons for theirresignation.
Mr. Ashish Bharat Ram (DIN 00671567) was appointed as an Additional Director (Non-Executive Non-Independent) by the Board at their meeting held on 13thNovember 2018 and the Board has recommended the members to regularise his appointment.Mr. Rajat Lakhanpal (DIN 00005664) Whole time
Director Chief Financial Officer and Company Secretary has resigned with effect from 1stApril 2019 and Ms. Ekta Maheshwari (DIN 02071432)was appointed as a Whole-time DirectorCFO and Company Secretary by the Board for a term of five years w.e.f. 1stApril 2019 subject to shareholders approval at this AGM.
All the Independent Director(s) have submitted the declaration of meeting the criteriafor independence as provided in section 149 (6) of the Companies Act 2013 and ListingRegulations and are eligible for reappointment. They are also independent of themanagement.
Brief resumes of the directors who are proposed to be appointed/re-appointed are givenin the Notice of the 19th Annual General Meeting.
In accordance with the requirements of the Act and the Listing Regulations the Companyhas formulated a Nomination Appointment and Remuneration Policy. A copy of the Policy isenclosed as Annexure 1.
In accordance with the aforesaid Policy the Nomination and Remuneration Committee(NRC) evaluates the performance of the Executive Director Non- Independent non-executiveDirectors and Independent Directors. Board evaluates its own performance on criteria likedischarge of duties and responsibilities under the Companies Act 2013 ("theCompanies Act) and Listing Regulations fulfilment of its role with respect to guidingcorporate strategy risk policy business plans corporate performance monitoringcompany's governance practices etc. and number of meetings held during the year and theperformance of its Committees on the criteria like fulfilment of role of the Committeewith reference to its terms of reference the Companies Act and the Listing Regulationsand the number of committee meetings held during the year. Performance evaluation ofindividual Directors is done annually by the NRC as per the structure of performanceevaluation prescribed in the Nomination Appointment and Remuneration Policy.
NRC may recommend to the Board appropriate fees / commission to the non-executivedirectors for its approval. The Committee / Board shall inter alia consider level ofremuneration /commission payable by other comparable companies time devoted experienceproviding guidance on strategic matters and such other factors as it may deem fit.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link. http://www.kamaholdings.com/Inv/Familizaration_Independent_Directors.pdf
MEETINGS OF THE BOARD
During the year 2018-19 Six meetings of the Board of Directors were held. For furtherdetails please refer to report on Corporate Governance on page no. 33 of this AnnualReport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Company during thefinancialyear with related parties referred to in sub-section (1) of section 188 were inthe ordinary course of business and on an arms' length basis and in accordance with thebasis approved by the Audit Committee. During the year the Company has not entered intoany contract/ arrangement/ transaction with related parties which could be consideredmaterial in accordance with the Policy on materiality of related party transactions. YourDirectors draw attention of the members to Note 20 to the notes to accounts forming partof the financial statements which sets out related party transaction disclosures.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalongwith the purpose for which the loan or guarantee or security was proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 21 to the standalone financial statement).
BUSINESS RESPONSIBILITY REPORT
As stipulated under the Securities and Exchange Board of India (LODR) Regulations 2015("Listing Regulations") the Business Responsibility Report describing theinitiatives taken by the Company from an environmental social and governance perspectivehas been prepared for 2018-19 and forms a part of the Board's Report. However as a greeninitiative the Business Responsibility Report for 2018-19 has been hosted on the websiteof the company at http://www.kamaholdings.com/InvAnnualreport.aspx and shareholder whowants to obtain a physical copy of the same may send a request to the Company at itsregistered office.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year 2018-19 the provisions of section 135 of the Companies Act 2013 werenot applicable to the Company as the criteria for formation of CSR Committee laid down insection 135 (1) of the said Act were not met by the Company. Moreover the net profit ofthe Company consisted predominantly of dividend from SRF limited which is a subsidiary ofthe Company which is complying with the requirements of the said section. As per theCompanies (Corporate Social Responsibility Policy) Rules 2014 net profit for the purposeof the said section excludes any dividend income received from other companies in Indiawhich are covered under and complying with the provisions of section135 of the Act.
RISK MANAGEMENT
The Company is a Core Investment Company within the meaning of Core InvestmentCompanies (Reserve Bank) Directions 2011.
Investment business is always prone to various risks i.e. risk of capital marketfluctuations global developments competition risk interest rate volatility economiccycles and political risks which can affect the fortunes of investment companies in bothways.
To manage these risks the Company is following a sound and prudent risk managementpolicy. The aim of the policy is to minimize risk and maximize the returns.
In the opinion of your Board none of the risks which have been identified may threatenthe existence of the Company.
The Board has constituted Risk Management Committee in its Meeting held on May 30 2019consisting of Mr. Ashish Bharat Ram as Chairman Mr. Kartik Bharat Ram Director and Ms.Ekta Maheshwari Whole-time Director CFO & CS as members of the Committee.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
LISTING OF EQUITY SHARES
KAMA's equity shares are listed at the BSE Limited.
DIVIDEND DISTRIBUTION POLICY
In compliance with the listing regulations your Board had formulated a DividendDistribution Policy. A copy of the said policy is available on the website of the companyat www.kamaholdings.com. The Policy is also given in Annexure II.
CORPORATE GOVERNANCE
Certificate of the auditors of your compliance of the conditions of corporategovernance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to the report as Annexure III.
In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations acertificate Director CFO and Company Secretary was placed before the Board.
All Board members affirmed compliance with the Code of Conduct for Board and SeniorManagement Personnel. A declaration to this effect duly signed by the Whole Time DirectorCFO and Company Secretary is enclosed as a part of the Corporate Governance Report. A copyof the Code is also placed at the website of the Company (www. kamaholdings.com).
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company have been prepared in accordancewith the Generally Accepted Accounting Principles in India (Indian GAAP) to comply withthe Accounting Standards specified under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act 2013 ("the Act") and form part of the Annual Report and Accounts.
AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani(Chairman of the Committee) Mrs. Ira Gupta and Mr. Dhirendra Datta as other members. Allthe recommendations made by the Audit Committee were accepted by the Board.
ACCOUNTS AND AUDIT
M/s. Luthra & Luthra LLP Chartered Accountants New Delhi (Registration No.002081N/N500092) were appointed as the Statutory Auditors of the Company for 5 years on 17thAnnual General Meeting to hold office from the conclusion of 17th AnnualGeneral Meeting until the conclusion of the 22nd Annual General Meeting of theCompany. The observations of the Auditors are explained wherever necessary in appropriatenotes to the accounts. The Auditors Report does not contain any qualificationreservation adverse remark or disclaimer.
COST AUDIT
As per the requirement of section 148(1) and other applicable provisions of theCompanies Act 2013 Maintenance of Cost records is not applicable on the Company.
VIGIL MECHANISM
In compliance of provisions of the Companies Act 2013 and Listing Regulations thecompany has established a vigil mechanism for directors employees and other stakeholdersto report concerns about unethical behaviour actual or suspected fraud or violation ofthe company's code of conduct.
The Vigil mechanism of the Company consists of Code of Conduct for EmployeesWhistleblower Policy Code of Conduct for Prevention of Insider Trading and Code ofConduct for Directors and Sr. Management Personnel. These taken together constitute thevigil mechanism through which Directors employees and other stakeholders can voice theirconcerns. The Whistleblower Policy Code of Conduct for Prevention of Insider Trading andCode of Conduct for Directors and Sr. Management Personnel can be accessed on theCompany's website at the link http://www.kamaholdings.com/InvCodesPolicies. aspx.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis on matters as stipulated in Listing Regulations isgiven as a separate statement in the Annual report. or material orders were passed by the
SECRETARIAL AUDITOR
The Board had appointed M/s Sanjay Grover & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report for the financial year ended 31st March 2019 is annexed herewithas Annexure IV to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
Further Secretarial Compliance Report dated May 21 2019 issued as per SEBI CircularCIR/CFD/CMD1/27/2019 dated February 08 2019 was given by M/s Sanjay Grover &Associates Practicing Company Secretary which was submitted to Stock Exchanges.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration required to be disclosed under the said rules are provided in Annexure V.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended are provided in Annexure VI.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
As the Company is not carrying out any manufacturing activity the disclosures asrequired under section 134(3)(m) of the Companies Act 2013 and rules made thereunder havenot been given. There is no foreign exchange earnings and outgo in the Financial yearended March 31 2019.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII.
SECRETARIAL STANDARDS
Applicable Secretarial Standards i.e. SS-1 SS-2 and SS-3 relating to ‘Meeting ofthe Board of Directors' ‘General Meetings' and Dividend respectively have been dulyfollowed by the Company.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there was no transactions on these items during the year under review:-
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Whole-time Director CFO and Company Secretary has not received any remuneration orcommission from any of the Company's subsidiaries.
3. No significant
Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
During the year there were no complaints received under the Sexual Harassment of Womenat Workplace (Prevention prohibition and redressal) Act 2013.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received fromvarious stakeholders and statutory agencies. Your Directors thank the shareholders fortheir support.
| For and on behalf of the Board of Directors |
| Kartik Bharat Ram |
| Chairman |
| New Delhi | (DIN 00008557) |
| May 30 2019 | |
