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Kama Holdings Ltd.

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

Board’s Report

Dear Members,

The Directors are pleased to present their eighteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2018.


(Rs. Lakhs)



Dividend and Other Income



Profit Before Interest, Depreciation & Tax (PBIDT)



Less: Interest & Finance Charges (Net)



Gross Profit



Less: Depreciation and amortization charge



Profit before Tax (PBT)



Less: Provision for Taxes (including provision for deferred tax)



Net Profit after Tax (PAT)



Add: Profit brought forward from previous year



Surplus available for appropriation




Dividend on Preference Shares



Interim Dividend on Equity shares



Corporate tax on dividend



Amount transferred to General Reserve



Profit carried to Balance Sheet



Total Appropriation




During the year, your Company has paid an interim dividend of Rs. 15 per equity share amounting to Rs. 967.89 Lakhs. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares.


Profit before Interest, Depreciation & Tax (PBIDT) increased by 1.08% to Rs 3582.67 lakhs during 2017-18 from Rs 3547.42 lakhs during 2016-17. Profit after Tax increased by

0.78% to Rs. 3571.20 lakhs during 2017-18 from Rs 3546.56 lakhs during 2016-17 mainly on account of increase in Interest income.


As on March 31, 2018, your company had the following subsidiaries :-

1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture of technical textiles, specialty chemicals, fluorochemicals and packaging films. It has five wholly owned subsidiaries out of which one wholly owned subsidiary is registered in India and remaining four are registered outside India. Two of these are direct wholly owned subsidiaries and the rest three are step down wholly owned subsidiaries of SRF Limited. The details of the business of these subsidiaries is more particularly given in the Annual Report of SRF Ltd. for 2017-18 which is available on the website

2. SRF Transnational Holdings Ltd.(SRFT) is a registered non deposit taking NBFC engaged in the business of investment in shares and securities.

3. Shri Educare Ltd. (SEL) is a company engaged in the business of rendering assistance for establishing, managing and running of the schools including sublicensing of copyrights, trademarks and software.

4. Shri Educare Maldives Pvt. Ltd. (SEMPL) is managing a school in a public-private partnership with Maldives Government.

5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisition and rental of properties.

6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership between KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. It is engaged primarily in acquisition and rental of properties.

The consolidated profit and loss account for the period ended March 31, 2018 includes the profit and accounts for these eleven subsidiaries for the complete financial year ended March 31, 2018

The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.

After the end of financial year 2017-18, a new wholly owned subsidiary by the name of SRF Europe Kft was incorporated by SRF Limited to undertake manufacture of packaging films in Hungary.

No other subsidiaries were divested or incorporated. No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website at the link: MaterialSubsidaryCompanies.pdf

The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz.


Ms. Vasvi Bharat Ram (DIN 00074849) is retiring at the forthcoming annual general meeting and being eligible offers herself for re-election.

Mr. Rajat Lakhanpal (DIN 00005664), Whole time Director, Chief Financial Officer and Company Secretary whose existing tenure as a Whole-time Director came to an end on 31st March 2018 was re-appointed by the Board for a term of five years w.e.f. 1st April 2018 subject to shareholders approval at this AGM.

The Members of the Company at the 14th Annual General Meeting held on September 2, 2014 had appointed Mr. Amitav Virmani, Mr. Dhirendra Datta and Mr. Mukul Khandelwal as Independent Director(s) of the Company, whose term are due to expire on 31st March, 2019.

The Board has recommended the proposal for reappointment of Mr. Amitav Virmani, Mr. Dhirendra Datta and Mr. Mukul Khandelwal for approval of the shareholders through special resolution(s) for a further period of 5 years w.e.f. 01.04.2019 to 31.03.2024.

Further, the Board had appointed Ms. Ira Gupta as an Additional Director (Independent) in its meeting held on May 30, 2018 and has recommended the members to appoint her as an Independent Director for their approval through ordinary resolution for a period upto 31.03.2023.

All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in section 149 (6) of the Companies Act, 2013 and Listing Regulations and are eligible for reappointment. They are also independent of the management.

Brief resumes of all the directors are given in the Notice of the 18th Annual General Meeting.

In accordance with the requirements of the Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed 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-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act, 2013 (“the Companies Act”) and Listing Regulations, fulfillment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company’s governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfillment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

NRC may recommend to the Board appropriate fees / commission to the non-executive directors for its approval. The Committee / Board shall inter alia, consider level of remuneration /commission payable by other comparable companies, time devoted, experience, providing guidance on strategic matters and such other factors as it may deem fit.

The details of programmers for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link. Independent Directors.pdf


During the year 2017-18, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 32 of this Annual Report.


Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the 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 this 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) 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; 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.


All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms’ length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions.

Your Directors draw attention of the members to Note 18 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.


Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 19 to the standalone financial statement).


During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made there under.


The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011

Investment business is always prone to various risks i.e. risk of capital market fluctuations, global developments, competition risk, interest rate volatility, economic cycles and political risks which can affect the fortunes of investment companies in both ways.

To manage these risks the Company is following a sound and prudent risk management policy. 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 threaten the existence of the Company.


The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.


KAMA’s equity shares are listed at the BSE Limited.


Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure II.

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board.

All Board members affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole Time Director, Chief Financial Officer and Company Secretary is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (


The consolidated financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) and form part of the Annual Report and Accounts.


The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (DIN 02169955) (Chairman of the Committee), Mr. Mukul Khandelwal (DIN 00662822) and Mr. Dhirendra Datta (DIN 02576649) as other members. All the recommendations made by the Audit Committee were accepted by the Board.


M/s. Luthra & Luthra LLP, Chartered Accountants, New Delhi (Registration No. 002081N) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company.

The observations of the Auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.


In compliance of provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct.

The Vigil mechanism of the Company consists of Code of Conduct for Employees, Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company’s website at the link http://www.kamaholdings. com/InvCodesPolicies.aspx.


Management discussion and analysis on matters as stipulated in Listing Regulations is given as a separate statement in the Annual report.


The Board had appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.


Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1st April, 2009. As on 31st March, 2018, there are no deposits remaining unclaimed by depositors.


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 as amended, a statement showing the names and other particulars of the employees drawing remuneration required to be disclosed under the said rules are provided in Annexure IV.

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 of Managerial Personnel) Rules, 2014 as amended are provided in Annexure V.


As the Company is not carrying out any manufacturing activity, the disclosures as required under Section 134(3)(m) of the Companies Act, 2013 and the rules made thereunder have not been given.


Extract of Annual Return of the Company is annexed herewith as Annexure VI.


Applicable Secretarial Standards i.e. SS-1, SS-2 and SS-

3, relating to ‘Meeting of the Board of Directors’, ‘General Meetings’ and Dividend respectively, have been duly followed by the Company.


Your Directors state that no disclosure or reporting is required in respect of the following 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, Chief Financial Officer and Company Secretary has not received any remuneration or commission from any of the Company’s subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

As there are no women employees in the Company, the provisions of The Sexual Harassment of Women at Workplace (Prevention, prohibition and redressal) Act, 2013 are not applicable to the Company.


Your Directors acknowledge with gratitude the co-operation and assistance received from various stakeholders and statutory agencies. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Kartik Bharat Ram

Chairman (DIN 00008557)

Gurugram May 30, 2018

Director’s Report