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Dear Member(s),
Your Directors are delighted to present the Sixth (6th) Annual Report of
Kamdhenu Ventures Limited ('your Company/the Company'), inclusive of the audited
Standalone & Consolidated Financial Statements and the Auditor's Reports thereon for
the financial year ended 31st March, 2025. ('year under review').
1. FINANCIAL HIGHLIGHTS
The financial highlights of your Company for the financial year ended 31st
March, 2025, in comparison to the previous financial year ended on 31st March,
2024, on both Standalone and Consolidated basis are as under:
(' in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Gross Revenue from Operations |
0 |
0 |
26610.48 |
29170.90 |
| Total Expenses |
63.50 |
69.38 |
25745.04 |
27667.37 |
| Profit before Exceptional Items and Tax |
(53.24) |
(31.67) |
920.95 |
1592.71 |
| Total Tax Expenses |
(0.25) |
0 |
254.80 |
207.22 |
| Profit/(Loss) for the Year |
(52.99) |
(31.67) |
666.15 |
1385.49 |
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules
issued thereunder, the Consolidated Financial Statements of the Company for the financial
year 2024-25, have been prepared in compliance with applicable Accounting Standards and on
the basis of Audited Financial Statements of the Company and its subsidiary company, as
approved by the respective Board of Directors. The Consolidated Financial Statements
together with the Auditors' Report forms part of this Annual Report. The Audited
Standalone and Consolidated Financial Statements for the financial year 2024-25 will be
laid before the Annual General Meeting for approval of the Members of the Company.
2. STATE OF COMPANY'S AFFAIRS & FINANCIAL PERFORMANCE
Our paint business, operated through our wholly owned subsidiary Kamdhenu Colour and
Coatings Limited and the Consolidated Financial Statements of Kamdhenu Colour and Coatings
Limited, a subsidiary of Kamdhenu Ventures Limited, are included as an integral part of
the Annual Report. These statements offer a comprehensive view of the financial
performance and position of the subsidiary, presenting a consolidated picture of both
companies' operations and results. This inclusion ensures transparency and provides
stakeholders with insights into the overall financial health and performance During the
year under review:
On a consolidated basis, the revenue of your Company, for the financial year
2024-25 stood at '26,610.48 Lakhs and the Company generated net profit of '666.15 Lakhs.
On Standalone basis, the revenue of the Company for the financial year 2024-25
was NIL and the Company booked a loss of '52.99 Lakhs for the financial year 2024-25.
The Net worth of your Company as on 31 st March, 2025, on the
standalone basis stood at '15,523.25 Lakhs and on the consolidated basis the Net worth of
your Company stood at '16,581.79 Lakhs.
3. OVERVIEW OF THE PAINT INDUSTRY AND COMPANY PERFORMANCE
The Indian paints industry, valued at '1,110 billion in the previous financial year
2023-24, is positioned for substantial growth, projected to reach '2,640 billion by
financial year 2032-33. Factors driving this growth include rising urbanization, improved
disposable incomes, and government initiatives like the Pradhan Mantri Awas Yojana and
Smart Cities Mission, which bolster housing demand and infrastructure development.
Growth in the decorative paints segment is further supported by a consumer shift
towards water- based and premium paints, rising per capita paint consumption, and
government schemes like 'Housing for All,' which is expected to drive demand across urban
and rural areas.
Company Performance
The management of your Company remains highly attuned to the dynamic market
environment, especially in light of the increasing per capita paint consumption across the
country. In response, we are pursuing a clearly defined strategy focused on:
Product Innovation
Brand Differentiation
Market Segmentation
Sustainability Initiatives
Digital Transformation
Customer Education and Engagement
Strategic Partnerships and Collaborations
Service Excellence
Our paint business, operated through our wholly owned subsidiary Kamdhenu Colour and
Coatings Limited, continued on its steady growth trajectory during the financial year.
While the revenue remained at a level comparable to the previous financial year, the
business demonstrated operational strength and strategic consistency, achieving key
milestones and reinforcing its market presence.
The year also highlighted our commitment to prudent financial management, which ensured
sustained profitability and stability despite market fluctuations. Our focus on
operational efficiency, brand value, and customer engagement has further strengthened our
foundation.
Looking ahead, we remain dedicated to driving innovation, enhancing service excellence,
and leveraging digital transformation to expand our footprint and establish ourselves as a
formidable player in the Indian paints market.
4. DIVIDEND
The Board of Directors of the Company have not recommended any dividend for the
financial year 2024-25.
In accordance with Regulation 43A of the Listing Regulations, the Company has
formulated a 'Dividend Distribution Policy' and the same has been uploaded on the
Company's website at: https://kamdhenupaints. com/images/policies/KVI Dividend
Distribution Policy.pdf
5. TRANSFER TO RESERVES
During the year under review, no amount was transferred to any of the reserves by the
Company. The details of Reserves are given in Financial Statements.
6. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR AND TILL THE DATE OF THIS
REPORT
During the financial year 2024-25, there were no material changes and commitments
affecting the financial position of the Company.
Apart from the information provided above or disclosures made elsewhere in the
Directors' Report including Annexures thereof, there are no material changes and
commitments affecting the financial position of the Company, which occurred during the
financial year 2024-25, to which this financial statements relate and till the date of
this Report.
7. SHARE CAPITAL
During the year under review, the Board of Directors in their meeting held on 3rd
April, 2024 and subsequently, Shareholders of the Company had approved, by way of Postal
Ballot, the sub-division/ split of the existing equity shares of the Company, such that 1
(One) Equity Share having face value of '5/- (Rupees Five only) each fully paid up, be
sub-divided/split into 5 (Five) Equity Shares having face value of '1/- (Rupee One only)
each fully paid-up.
As at 31st March, 2025, the Authorized Share Capital of the Company stood at
'36,50,00,000/- (Rupees Thirty-Six Crores Fifty Lakhs Only) which comprises of
'32,00,00,000/- (Rupees Thirty Two Crores Only) Equity Share Capital divided into
32,00,00,000 (Thirty Two Crores) Equity Shares of Face Value of '1/- (Rupee One Only) each
and '4,50,00,000 (Rupees Four Crores and Fifty Lakhs Only) Preference Share Capital
divided into 45,00,000 (Forty Five Lakhs) Preference Shares of '10 each and the Paid up
Share Capital of your Company stood at '31,43,55,000 (Rupees Thirty
One Crores Forty Three Lakhs Fifty Five Thousand only) divided into 31,43,55,000
(Thirty One Crores Forty Three Lakhs Fifty Five Thousand only) Equity Shares of '1/- each.
Also, the Company has not issued any shares with differential voting rights nor granted
any stock options or sweat equity.
8. PUBLIC DEPOSITS
There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of
the financial year 2024-25. Your Company did not invite/ accept any deposits during the
financial year 2024-25.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans, guarantee or provided any security or make
investment as specified under Section 186 of the Act during the review period.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
To enhance stakeholder value and drive sustainable growth, Kamdhenu Ventures Limited is
committed to building a dynamic and diversified Board. By bringing together expertise from
various sectors, we aim to infuse fresh perspectives and strategic insight into our
governance and operations.
This diversity strengthens decision-making, fosters innovation, and reinforces our
commitment to transparency, accountability, and ethical conduct. Through effective
collaboration, our Board is well- positioned to seize emerging opportunities, address
challenges, and steer the Company towards long-term value creation.
Together, we strive to cultivate a culture of continuous learning, innovation, and
excellence-establishing Kamdhenu Ventures Limited as a forward-looking industry leader.
Further, during the period under review, there is no change in the composition of Board
of Directors of the Company.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Shri Sachin Agarwal (DIN: 01188710) would be
retiring as a director by rotation and being eligible for re-appointment, has offered
himself for re-appointment. On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors recommend his re-appointment for consideration by the
shareholders of the Company at the ensuing AGM.
All the Independent Directors have given their declaration confirming that they meet
the criteria of independence as prescribed under Regulation 16(1)(b) and 25(8) of Listing
Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by
the Board of Directors and in the opinion of the Board of the Company, all Independent
Directors of the Company have integrity, expertise, experience and proficiency as
prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014
read with the Companies (Accounts) Rules, 2014 (including amendment thereof).
Further, in compliance with the Circulars dated 20th June, 2018 issued by
National Stock Exchange of India Limited and BSE Limited, the Company has also received a
declaration from all the directors that they are not debarred from holding the office of
Director by virtue of any SEBI order or by any other such statutory authority.
Further, the Board of Directors of the Company at its meeting held on 28th
February, 2025 has appointed Shri Nikhil Sukhija as a Company Secretary and Compliance
Officer with immediate effect, in place of Shri Nitin Misra, Company Secretary and
Compliance Officer who has resigned w.e.f closure of working hours on 30th
November, 2024.
Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial
Personnel of the Company are Shri Saurabh Agarwal, Managing Director, Shri Vineet Kumar
Agarwal, Chief Financial Officer and Shri Nikhil Sukhija, Company Secretary and Compliance
Officer of the Company.
11. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act, the Board of Directors,
to the best of their knowledge and belief, confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) They 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 the Company at the end of the financial year and of the profit
and loss of the Company for that period;
c) they have 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and the reviews from management and the audit committee, the
Board is of the opinion that the Company's internal financial controls were adequate and
were operating effectively during the financial year 2024-25.
12. NOMINATION AND REMUNERATION POLICY
The Company's Nomination and Remuneration Policy outlines the roles and
responsibilities of the Nomination and Remuneration Committee, which includes the
following key functions:
1. Board Composition: Formulate criteria for Board membership, ensuring an appropriate
balance of Executive and Non-Executive Directors.
2. Compensation Oversight: Approve and recommend remuneration policies and packages for
Directors and Senior Management.
3. Remuneration Structure: Define the overall structure and components of compensation
in line with market practices and company goals.
4. Performance Evaluation: Establish a robust process for the evaluation of the
performance of the Board, its Committees, and individual Directors.
The policy is designed to foster a performance-driven culture that attracts, retains,
and motivates Directors, Key Managerial Personnel, and Senior Management with the
capabilities required to lead the Company effectively. It emphasizes a clear and
transparent link between remuneration and performance, aligned with defined performance
indicators.
By adhering to these principles, the policy aims to build a high-performance
organization where merit is recognized and rewarded, contributing to the longterm success
of the Company and the creation of sustainable shareholder value.
The Company's Policy for the appointment of Directors, KMPs and Senior Managerial
Personnel and their Remuneration policy can be accessed on the Company's website at the
web-link https:// kamdhenupaints.com/images/policies/KVL
Nomination%20and%20Remuneration%20Policy.pdf and also enclosed as Annexure-A to this
report. Furthermore, if a person is sought to be appointed as an independent director, the
policy seeks to ensure that the proposed appointee fulfills the criteria for independence
as laid down under the Act and the Listing Regulations.
13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.
Details on the same are given in the Directors Report.
Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with
Part D of Schedule II Listing Regulations, based on the recommendations of the Nomination
and Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration
Policy for Directors, Key Managerial Personnel (KMPs') and Senior Management
Personnel of the Company including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided u/s 178(3) of the Act.
The Remuneration for directors including Independent Directors, KMPs and Senior
Management Personnel, was drawn up in consonance with the tenets as laid down in the
Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with
the nature and size of the business and operations of the Company. The concerned
individuals are remunerated (including sittings fees) in a manner, depending upon the
nature, quantum, importance and intricacies of the responsibilities and functions being
discharged and also the standards prevailing in the industry and those chosen for such
offices are people with the best of knowledge of talent and rich in experience.
14. MEETINGS OF THE BOARD OF DIRECTORS.
During the year under review, Six (6) meetings of the Board of Directors of the Company
were held. The details as to Composition of the Board, committees, and the dates of
meetings and the attendance thereat of various directors/members of the Committee, have
been provided separately in the Corporate Governance Report, forming the part of this
Annual Report.
The intervening gap between the two Meetings was within the time limit prescribed under
Section 173 of the Act read with Regulation 17 (2) of the Listing Regulations.
Additionally, a meeting of the Independent Directors of the Company was held on 19th
March, 2025, with the participation of all Independent Directors of the Company at the
meeting and without the attendance of non-independent directors. However, upon the
invitation of the Independent Directors, the Company Secretary & Compliance Officer
was present throughout the meeting as an Invitee.
15. DETAILS OF BOARD COMMITTEES
As on date of report, the Board of Directors has following committees, namely,
1. Statutory Committees
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
The composition of these Committees, along with details regarding the number of
meetings held and the attendance of members, is provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.
2. Internal Committee
Management Committee - no Committee meetings held during the year under review.
16. AUDIT COMMITTEE
In terms of the provisions of Regulation 18 of the Listing Regulations read with
Section 177 of the Act, the constitution of Audit Committee as on 31st March,
2025 is as follows:
| Name of the Member |
Designation |
Chairman / Member |
| Shri Madhusudan Agarwal |
Independent Director |
Chairman |
| Shri Ramesh Chand Surana |
Independent Director |
Member |
| Smt Nishal Jain |
Independent Director |
Member |
| Shri Saurabh Agarwal |
Managing Director |
Member |
All recommendations made by the Audit Committee to the Board, from time to time during
the year under review, have been accepted by the Board. Other details with respect to the
Audit Committee such as its terms of reference, meetings and attendance thereat are
separately provided in the Annual Report, as a part of the Corporate Governance Report.
17. NOMINATION AND REMUNERATION COMMITTEE
In terms of the provisions of Regulation 19 of the Listing Regulations read with
Section 178 of the Act, the constitution as on 31st March, 2025 is as follows:
| Name of the Member |
Designation |
Chairman / Member |
| Shri Ramesh Chand Surana |
Independent Director |
Chairman |
| Shri Madhusudan Agarwal |
Independent Director |
Member |
| Smt Nishal Jain |
Independent Director |
Member |
Other details with respect to the Nomination and Remuneration Committee such as its
terms of reference, meetings and attendance thereat are separately provided in the Annual
Report, as a part of the Report on Corporate Governance.
18. STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of the provisions of Regulation 20 of the Listing Regulations read with
Section 178 of the Act, the constitution as on 31st March, 2025 is as follows:
| Name of the Member |
Designation |
Chairman / Member |
| Shri Madhusudan Agarwal |
Independent Director |
Chairman |
| Shri Saurabh Agarwal |
Managing Director |
Member |
| Smt Nishal Jain |
Independent Director |
Member |
Other details with respect to the Stakeholders Relationship Committee such as its terms
of reference, meetings and attendance thereat are separately provided in the Annual
Report, as a part of the Report on Corporate Governance.
19. RISK MANAGEMENT POLICY AND FRAMEWORK
The Company has systematically identified key risk areas across its operations,
assessing both the probability and severity of potential impacts within each department.
To address these risks, a comprehensive Risk Management Framework has been implemented.
This framework enables proactive risk analysis, control, and mitigation, and is fully
integrated into the Company's operational and strategic planning cycles.
Risk profiling is conducted across all functional areas, ensuring that risk management
is embedded in the day-to-day business processes.
The various risks to which the Company is exposed, along with mitigation strategies,
are detailed in the Management Discussion and Analysis section of this Report.
In terms of the provisions of Regulation 21 of the Listing Regulations, the Board of
Directors of the Company has constituted Risk Management Committee ('RMC') which assists
the Board in monitoring and reviewing the risk management plan, implementation of the risk
management framework of the Company and such other functions as Board may deem fit.
The constitution of Risk Management Committee as on 31st March, 2025 is as
follows:
| Name of the Member |
Designation |
Chairman / Member |
| Shri Sunil Kumar Agarwal |
Chairman and Non-Executive Director |
Chairman |
| Shri Saurabh Agarwal |
Managing Director |
Member |
| Shri Madhusudan Agarwal |
Independent Director |
Member |
| Smt Nishal Jain |
Independent Director |
Member |
| Shri Vineet Kumar Agarwal |
Chief Financial officer |
Member |
The Board of Directors has formulated a comprehensive Risk Management Policy to
identify, monitor, and evaluate potential risks across the Company's operations. This
policy focuses on assessing the severity of identified risks and implementing appropriate
mitigation strategies. The Company's Risk Management Framework is built on three key
pillars: Risk Governance, Risk Identification and Assessment, and Risk Control.
Importantly, the Board recognizes that certain risks-such as competition risk,
technology risk, and branding risk-could potentially threaten the longterm sustainability
and existence of the Company. These risks are taken seriously and are subject to close
monitoring and strategic planning. Further, some of the risks that may pose challenges and
strategies to mitigate those risks are set out in the Governance section forming part of
this Integrated Annual Report.
The Company follows a disciplined and structured approach to risk management, involving
continuous assessment of both internal and external risk environments. This approach
includes:
Regular risk assessments to identify potential threats and opportunities;
Risk mitigation measures to address identified vulnerabilities;
A well-defined Business Continuity Plan to ensure resilience;
Ongoing monitoring and evaluation of risk exposure;
Analysis of employee-related risks and compliance obligations;
Commitment to continuous improvement of the risk management processes.
This holistic risk management process ensures that potential impacts on the Company's
objectives are minimized, and that the Company remains agile and resilient in a dynamic
business environment.
The Risk Management Policy at Kamdhenu Ventures Limited provides a comprehensive
framework for identifying, assessing, and mitigating both internal and external risks that
may impact the business. The policy has been uploaded on the website of the Company and
can be accessed at the web link: https://www.
kamdhenupaints.com/investor-zone#:~:text=KVI%20 RISK%20MANAGEMENT%2QPOLICY.
20. CORPORATE GOVERNANCE
At Kamdhenu Ventures Limited, we are deeply committed to uphold strong corporate
governance which was built on integrity, transparency, and accountability. Compliance with
applicable laws and ethical standards is not just a regulatory obligation-it is a core
value embedded in our culture, shaped by the legacy of the Kamdhenu Group.
Our corporate governance framework is guided by the following key principles:
Compliance and Integrity: Strict adherence to legal, regulatory, and ethical
norms ensures transparency and fairness in all business practices.
Stakeholder Transparency: Open communication with shareholders, employees,
customers, suppliers, and communities builds lasting trust.
Board Independence: A diverse and independent Board provides strategic oversight
and safeguards stakeholder interests.
Risk Management: Comprehensive systems are in place to proactively identify and
mitigate risks, protecting long-term value.
Ethical Leadership: Our leadership sets the tone at the top, promoting a culture
of accountability and professionalism.
Continuous Improvement: We regularly review and strengthen our governance
practices to align with evolving regulations and stakeholder expectations.
These principles form the bedrock of our governance philosophy and support our mission
of sustainable value creation.
In accordance with Regulation 34 of Listing Regulations, read with Schedule V, a
detailed Corporate Governance Report is included in this Annual Report. A certificate from
M/s. Chandrasekaran Associates, Company Secretaries, confirming compliance with Listing
Regulations, is annexed to the said report.
21. MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, the
Management's Discussion and Analysis Report covering the performance and outlook of the
Company is presented in a separate section forming part of this Annual Report.
22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company is committed to fostering a culture of ethical conduct and integrity in all
its business activities, in alignment with the highest standards of corporate governance.
To support this commitment, the Company has implemented a robust Vigil Mechanism through
its Whistle Blower Policy, duly approved and adopted by the Board of Directors in
compliance with Section 177(10) of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations. The Vigil Mechanism provides a formal channel for Directors,
employees, and other stakeholders- including customers to report any concerns regarding
unethical behavior, actual or suspected fraud or violations of the Company's Code of
Conduct. Disclosures under this mechanism can be made directly to the Chairman of the
Audit Committee, ensuring confidentiality and protection from retaliation. The Company
affirms that no person has been denied access to the Chairman of the Audit Committee.
The Whistle Blower Policy and the Code of Conduct reflect Kamdhenu Ventures Limited's
unwavering commitment to transparency, accountability, and ethical governance. These
frameworks encourage prompt reporting of any actual or potential violations of laws,
regulations, or internal standards that may negatively impact the Company's operations or
reputation.
We are pleased to report that during the year under review, no complaints were received
through the Whistle Blower mechanism. This reinforces the Company's strong ethical
environment and the effectiveness of the preventive frameworks in place. Through these
initiatives, Kamdhenu Ventures Limited continues to uphold its reputation as a responsible
and trustworthy organization, focused on long-term value creation and stakeholder
confidence.
The Whistle Blower Policy aims to:
a. allow and encourage stakeholders to bring to the management's notice concerns about
unethical behavior;
b. provide protection against victimization;
c. access to the higher levels of supervisors and/ or to the Chairman of the Audit
Committee, in appropriate or exceptional cases;
d. ensure timely and consistent organizational response; and
e. build and strengthen a culture of transparency and trust.
The Whistle Blower Policy has been appropriately communicated within the Company and is
also available on the Company's website:
23. INTERNAL FINANCIAL CONTROLS & COMPLIANCE FRAMEWORK WITH THEIR ADEQUACY
The Company has implemented a comprehensive system of Internal Financial Controls (IFC)
over financial reporting to ensure that all transactions are properly authorized,
accurately recorded, and reported in a timely manner. This system provides reasonable
assurance regarding the reliability and integrity of the Company's financial statements.
To support this framework, the Company has established detailed work instructions,
standard operating procedures (SOPs), policies, and process manuals that clearly define
roles, responsibilities, and required actions across various functions. Functional heads
are held accountable for ensuring compliance with applicable laws, regulations, and
internal policies as prescribed by management.
The Internal Control Framework of the Company is robust and includes:
Entity-level controls, such as the Code of Conduct, for Senior Management
Personnel, Whistle Blower Policy, Code of Fair Disclosure of Unpublished Price Sensitive
Information (UPSI), and the Code to Regulate, Monitor, and Report Trading by Designated
Persons;
Process-level controls, ensuring adherence to defined procedures and practices
across operations;
IT General Controls, to maintain the integrity and security of systems handling
financial and operational data;
Standard Operating Procedures, ensuring consistency, efficiency, and compliance
in day- to-day business processes.
The internal control framework has been designed to provide reasonable assurance with
respect to recording and providing reliable financial and operational information,
complying with applicable
laws, safeguarding assets from unauthorized use, executing transactions with proper
authorization and ensuring compliance with corporate policies and prevention and detection
of frauds and errors.
The Company actively monitors changes in accounting standards, the Companies Act, and
other relevant regulatory requirements. Necessary updates to systems, controls, and
processes are implemented to ensure ongoing compliance. Given the increasing complexity of
business operations, detailed accounting and financial treatments are developed for new
products, services, assets, contracts, and other arrangements. All policy changes and
their financial implications are reviewed and communicated to the Audit Committee for
their oversight and guidance.
M/s Kirtane & Pandit LLP, Chartered Accountants have been entrusted with the
responsibility of undertaking Internal Audit of the Company for the financial year
2024-25. The Internal Audit Reports as prepared by M/s. Kirtane & Pandit LLP Chartered
Accountants, are placed, discussed and deliberated upon every quarter by the Audit
Committee and the Board of Directors. The Internal Auditors have a direct access and
reports directly to the Audit Committee of the Company.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
During the year under review, no significant and material orders have been passed by
the regulators or Courts or Tribunals impacting the going concern status and Company's
operations in the future.
25. ANNUAL RETURN
In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31st March,
2025, is placed on the website of the Company at
https://www.kamdhenupaints.com/annual-return.
26. DECLARATION BY INDEPENDENT DIRECTORS
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
(a) they meet the criteria for independence as laid down under Section 149(6) of the
Act and the rules framed thereunder, read with Regulation 16(1)(b) of the Listing
Regulations, as amended upto date;
(b) they have registered themselves with the Independent Director's Database maintained
by the Indian Institute of Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test as required in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
(c) they are not aware of any circumstance or situation, existing or anticipated, which
may impact or impair their ability to discharge duties;
(d) that they have complied with the Code for Independent Director prescribed in
Schedule IV to the Act which forms a part of the Company's Code of Conduct for Directors
and Senior Management Personnel, to which as well, they affirm their compliance.
Based on the disclosures received, the Board is of the opinion that, all the
Independent Directors fulfill the conditions specified in the Act and Listing Regulations
and are independent of the management. None of the Directors of the Company are
disqualified from being appointed as Directors as specified under Section 164(1) and
164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange
Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any
other such statutory authority.
Based on the declarations received, none of the Independent Directors served as an
Independent Director in more than seven listed entities as on 31 st March, 2025
and the necessary disclosure providing details of Committee Chairmanship/ membership of
the Independent Directors has also been obtained.
27. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Your Company has established a structured Familiarization Program for Independent
Directors with the objective of providing them comprehensive insights into the Company's
operations, business environment, and strategic direction. This enables them to understand
the business in depth and contribute meaningfully to Board discussions and
decision-making.
The program is conducted annually and includes presentations and updates on key
operational processes, strategic initiatives, industry trends, and changes in business
practices. In accordance with Regulation 25(7) of the Listing Regulations, 2015, detailed
presentations are made to Independent Directors covering the Company's:
Business model and value chain
Industry landscape and market positioning
Operational and financial performance
Key risks and corresponding mitigation strategies In addition to the formal
program, Independent and Non-Executive Directors are kept informed through regular
communications and updates on significant business developments, innovation initiatives,
strategic priorities, and matters relating to human capital and governance.
Upon appointment or reappointment, Independent Directors are issued a formal letter
outlining their roles, responsibilities, duties, and terms of engagement, in line with
applicable regulatory requirements and best governance practices.
Further, in line with the policy of the Company as framed in this regard and in
compliance with the requirements of the Listing Regulations, a familiarization program for
Independent Directors of the Company was conducted on 19th March, 2025, wherein
all the Independent Directors have participated.
The details of familiarization program for the Independent Directors of the Company are
available on the website of the Company and can be viewed at:
https://www.kamdhenupaints.com/ investor-7one#:~:text=FAMII I ARISATION%20
PROGRAMME%20OF%20INDEPENDENT%20 DIRECTORS%20AND%20DETAILS%20OF%20
PROGRAMMES%20%2D%202024%2D25.
28. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMIITTEE AND INDIVIDUAL
DIRECTORS
Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013
read with applicable rules and Regulation 17 and 25 of Listing Regulations, Guidance Note
on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note
on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and
Remuneration Committee of the Company has devised a criteria for Performance Evaluation of
the Board as a Whole, Individual Directors, Committees, Chairperson and Independent
Directors.
In compliance with the above requirements, the Board of Directors undertakes an annual
evaluation of its own performance, that of its Committees, the Chairperson, each Director,
and specifically the performance of Independent Directors.
The evaluation process covers a range of parameters, including but not limited to:
Composition, structure, and diversity of the Board and its Committees
Directors' qualifications, experience, and participation in strategic
decision-making
Fulfilment of roles and responsibilities, including contribution to stakeholder
interests
Governance compliance and adherence to ethical standards
Board dynamics, culture, and effectiveness of communication
Quality of interactions and relationships between Board members and senior
management
Criteria of Performance Evaluation
The Individual Directors including the Chairman and Independent Directors are also
evaluated on the basis of their qualifications, experience, knowledge and their competency
and while evaluating the performance of each and every Director individually, the Board
also give utmost check to their ability to work as team, commitment towards the functions
assigned, contribution and availability at Board Meeting and other business matters etc.
In a separate meeting of the Independent Directors held on 19th March, 2025,
the performance of the Non-Independent Directors, the Board as a whole and Chairman of the
Company were evaluated considering the views of Executive Directors and other
Non-Executive Directors. Further, the Performance Evaluation as required was performed by
the Board of Directors at their meeting held on 8th May, 2025.
It was concluded by affirming that the Board as a whole, the Committee(s), Chairman and
the individual Director continued to display a commitment to good governance by ensuring a
constant improvement of processes and procedures and contributed their best in the overall
growth of the organization and the Independent Directors have outperformed on all the
criteria of Independence and their participation from the strategic point of view was
commended and appreciated by all.
29. AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITORS':
M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.: 303002E), were
appointed as the Statutory Auditors of the Company by the Shareholders of the Company at
their 3rd Annual General Meeting held on 15th July, 2022, for a
period of 5 consecutive years, so as to hold office as such from the conclusion of the 3rd
Annual General Meeting till the conclusion of the 8th Annual General Meeting,
as the Auditors of the Company.
The report of the M/s M.C. Bhandari & Co., Chartered Accountants (Registration no.:
303002E), Statutory Auditors on Standalone and Consolidated Financial Statements for the
financial year 2024-25 forms part of the Annual Report which are self-explanatory and do
not call for any further comment and the said report does not contain any qualification,
reservation, disclaimer or adverse remark and they have not reported any incident of fraud
pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are
required to be reported under Section 134(3)(ca) of the Act.
Subsequent to the close of the financial year but before the approval of this Report,
the Company received a letter dated 6th May, 2025 from M/s. M C Bhandari &
Co., Chartered Accountants (FRN 303002E), Statutory Auditors of the Company, requesting a
revision in audit fees from the financial year 2025-26 onwards. The request was placed
before the Audit Committee and Board of Directors at their meetings held on 8th May,
2025. After due consideration of the Company's financial position and prevailing market
conditions, it was decided not to revise the audit fees at this stage, and the auditors
were requested to continue under the existing fee structure. This decision was
communicated to them via email dated 9th May, 2025. Subsequently, the Company
received a resignation letter dated 9th May, 2025 from M/s. M C Bhandari &
Co., resigning as Statutory Auditors with immediate effect. Thereafter, the Board of
Directors upon the recommendation of the Audit Committee, at its meeting held on 15th
May, 2025, recommend the appointment of M/s. DSP & Associates, Chartered Accountants,
as the Statutory Auditors of the Company to the Shareholders of the Company for their
approval to fill the casual vacancy caused due to resignation of M/s. M.C. Bhandari &
Co., Chartered Accountants. Further, the said appointment was duly approved by the
shareholders at the 01/2025-26 Extra-Ordinary General Meeting held on 20th
June, 2025. M/s. DSP & Associates shall hold office until the conclusion of the
ensuing Annual General Meeting of the Company.
SECRETARIAL AUDITORS':
The Board of Directors of the Company had appointed M/s Chandrasekaran Associates,
Company Secretaries as the Secretarial Auditors of the Company to undertake its
Secretarial Audit for the financial year 2024-25 as per the provisions of Section 204 of
the Companies Act, 2013 read with rules made thereunder.
Further, pursuant to Regulation 24A of Listing Regulations, Secretarial Audit of
Kamdhenu Colour and Coatings Limited, material subsidiary of the Company, have also been
undertaken.
The Secretarial Audit Report of the Company for the financial year ended 31st
March, 2025 is annexed to this Annual Report as Annexure-B and does not contain any
qualification, reservation, disclaimer or adverse remarks except as mentioned below:
1. The Company has delayed in filing of Voting Results in XBRL mode under Regulation
44(3) of Listing Regulations, however, the voting results in PDF Form had been filed
within the timelines and BSE Limited ("BSE") and National Stock Exchange of
India Limited ("NSE") levied a fine of '10,000/- plus GST and the same was duly
paid by the Company.
Management Remarks: The Company has delayed in filing of Voting Results in XBRL mode
due to a technical issue. Further, the Company has successfully filed the Voting Result in
PDF mode within the timeline as per the provisions of Listing Regulations.
The Secretarial Audit Report of Kamdhenu Colour and Coatings Limited for the financial
year ended 31st March, 2025 pursuant to Regulation 24A of Listing Regulations
and Companies Act, 2013, is annexed to this Annual Report as Annexure-C and does not
contain any qualification, reservation, disclaimer or adverse remarks.
Also pursuant to the provisions of Regulation 24A of the Listing Regulations read with
SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly signed
by M/s Chandrasekaran Associates, Company Secretaries, has also been submitted to the
Stock Exchanges within 60 days of the end of the financial year and also forms a part of
the Annual Report as Annexure-D.
For the financial year 2025-26, the Board of Directors of the Company upon the
recommendation of the Audit Committee, in their meeting held on 8th May, 2025
has appointed M/s Chandrasekaran Associates, Company Secretaries, as the Secretarial
Auditors of the Company for the term of five consecutive years i.e. from financial year
2025-26 to financial year 2029-30, subject to the approval of Shareholders of the Company.
Necessary consent from M/s Chandrasekaran Associates, Company Secretaries, has been
received to the effect.
They have not reported any incident of fraud pursuant to the provision of Section
143(12) of the Act, accordingly, no such details are required to be reported under Section
134(3)(ca) of the Act.
INTERNAL AUDITORS':
In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the
Board of Directors of the Company, upon the recommendation of the Audit Committee, in
their meeting held on 7th May, 2024 had appointed M/s Kirtane & Pandit LLP
Chartered Accountants (FRN: 105215W/W100057), as the Internal Auditors' of the Company to
conduct the Internal Audit for the financial year 2024-25. The Internal Audit Report for
financial year 2024-25, does not contain any qualification, reservation, disclaimer or
adverse remark and they have not reported any matter under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
For the financial year 2025-26, the Board of Directors of the Company has, upon the
recommendation of the Audit Committee, in their meeting held on 8th May, 2025
has appointed M/s Kirtane & Pandit LLR Chartered Accountants, as the Internal
Auditors' of the Company to conduct the Internal Audit. A Certificate from M/s Kirtane
& Randit LLR Chartered Accountants, has been received to the effect that their
appointment as Internal Auditor of the Company, would be in accordance with the limits
specified under Section 141 of the Act and Rules framed thereunder and that they are not
disqualified from being appointed as the Internal Auditors of the Company.
COST AUDITORS':
Maintenance of Cost Records and the requirement of the Audit of the Cost Statements as
mandated in Section 148 of Companies Act, 2013 is not applicable on the business
activities carried out by the Company.
30. REPORTING OF FRAUDS BY AUDITORS
None of the Auditors of the Company has identified and reported any fraud as specified
under the second proviso of Section 143(12) of the Act.
31. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the provisions of Section 135 of the Companies Act, 2013,
relating to Corporate Social Responsibility (CSR), were not applicable to the Company.
Accordingly, the requirement to furnish an Annual Report on CSR activities for the
financial year 2024-25 does not apply to the Company.
However, it is pertinent to note that Kamdhenu Colour and Coatings Limited, a Wholly
Owned Subsidiary, was required to undertake CSR activities for the first time during the
financial year 2024-25, in accordance with the applicable provisions of the Companies Act,
2013. In compliance with the statutory requirements, Kamdhenu Colour and Coatings Limited
initiated steps to meet its CSR obligations and undertook activities aligned with Schedule
VII of the Companies Act, 2013. The CSR initiatives primarily focused on Skill Development
for women and underprivileged children, implemented as a non-ongoing project.
The total CSR obligation for Kamdhenu Colour and Coatings Limited for financial year
2024-25 amounted to '4,60,715, against which an amount of '4,61,000 was spent through the
Kamdhenu Jeevandhara Foundation, a Section 8 Company registered with the Ministry of
Corporate Affairs and the Income Tax Authorities, thereby fulfilling its CSR commitment
for the year.
32. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as stipulated under Section 134(3) (m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-E and forms part
of this Report.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in
Annexure - F forming part of this report.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In due compliance with the requirements of the Regulation 23 of Listing Regulations, as
amended, read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of
the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board
of Directors had approved a policy on the Related Party Transaction including material
transactions, which is to be followed in letter and spirit. The policy is available on the
website of the Company at the web link: https://www.kamdhenupaints.com/
investor-zone#:~:text=KVL%20POLICY%20ON%20 RELATED%20PARTY%20TRANSACTIONS.
All transactions with related parties were reviewed and approved by the Audit Committee
and were in accordance with the Policy on dealing with and materiality of related party
transactions. There are no materially significant related party transactions that may have
potential conflict with the interest of the Company at large. All contracts/arrangements/
transactions entered into by the Company during the year under review with related parties
were in the ordinary course of business and on arm's length basis in terms of the
provisions of the Act and details of such transactions have been adequately described in
the Notes to the financial statements of the Company for the financial year 2024-25, which
form a part of the Annual Report.
Further, there are no contracts or arrangements entered into under Section 188(1) of
the Act, hence no justification has been separately provided in that regard. Accordingly,
there were no transactions which required to be reported in Form AOC-2 annexed as an
Annexure-G as per the Section 134(3)(h) read with Section 188(2) of the Companies Act,
2013.
35. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES
As on 31st March, 2025, the Company has one subsidiary, namely Kamdhenu
Colour and Coatings Limited. During the year under review, the Company did not enter into
any Joint Venture or Associate arrangements. Accordingly, the Company does not have any
joint venture or associate company as on the said date.
Pursuant to Section 129(3) of the Companies Act, 2013 and in compliance with Indian
Accounting Standard (Ind AS) 110 - Consolidated Financial Statements, the Company has
prepared its Consolidated Financial Statements, incorporating the financials of its
subsidiary in the same format and manner as its Standalone Financial Statements. These
Consolidated Financial Statements, along with the Standalone Financial Statements, shall
be presented before the shareholders at the ensuing 6th Annual General Meeting
and form part of this Annual Report.
The Audit Committee reviews the audited/unaudited financial statements of the
subsidiary on a quarterly basis and periodically monitors its overall performance.
Additionally, the minutes of the Board Meetings of Kamdhenu Colour and Coatings
Limited, along with details of significant transactions and arrangements, if any, are
placed before the Board of the Company on a quarterly basis for its information and
review.
For details on the financial performance and position of the subsidiary, as reflected
in the Consolidated Financial Statements, members are requested to refer to the relevant
Notes to Accounts. Further, as required under the first proviso to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statement of the subsidiary in the prescribed
Form AOC-1 is attached as Annexure-H and forms part of this Annual Report and forms part
of the financial statements in the prescribed Form AOC-1. 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
accounts in respect of subsidiaries, are also available on the website of the Company at
https://kamdhenupaints. com/subsidiary-financials.
36. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961
Your Company has complied with the applicable provisions of Maternity Benefit Act, 1961
for female employees with respect to leaves and maternity benefits thereunder.
Further, all female employees related to the operations of the paint business are
employed in Kamdhenu Colour and Coatings Limited, the Wholly-Owned Subsidiary of the
Company, which has also ensured compliance with the provisions of the Maternity Benefit
Act, 1961.
37. HUMAN RESOURCES MANAGEMENT
The Company's success is driven by the talent, expertise, and dedication of its
workforce. It follows progressive HR policies that promote job satisfaction, enhance
productivity, and foster a positive work environment.
Employees are valued and empowered through opportunities aligned with their skills and
aspirations. The Company maintains a collaborative and respectful work culture, built on
mutual trust and shared goals. Its recruitment strategy prioritizes capable, driven
individuals, while employee-centric initiatives include competitive compensation,
continuous learning, career development, performance appraisals, and strong health and
safety measures.
With a focus on work-life balance, the Company ensures employee well-being, low
attrition, and high productivity. By prioritizing people, the Company cultivates a
motivated workforce committed to longterm growth and organizational success.
38. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The entire paint business is operated through the Company's Wholly Owned Subsidiary
named Kamdhenu Colour and Coatings Limited, and the Company does not carry out any
separate business activities. The Company has only three employees, while the remaining
workforce is employed by the Company's Wholly Owned Subsidiary.
Accordingly, the provisions of Internal Compliant Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are applicable to
the Company's Wholly Owned Subsidiary, and they duly constituted its ICC.
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and
ensure this in all its strictness. The Company's policy on Prevention Of Sexual Harassment
at workplace is available at: https:// www.kamdhenupaints.com/images/policies/KVL
Policy%20On%20Prevention%20Of%20Sexual%20 Harassment%20At%20Workplace.pdf.
The Sexual Harassment Policy of the Company has been effectively promoted and
propagated an environment and culture in the Company which inculcates in the male
employees, a spirit of utmost respect for the women workforce at every level. The Company
has also formulated a set of standing orders which stipulate very harsh punitive measures
against any employee found guilty of having or attempting to have sexually harassed a
female employee, which without prejudice to the other actions taken against the offender,
include immediate termination of his services. The fact that safety and security of the
women workforce in the Company has been an area given the paramount importance in the
Company explains why the Company can proudly boast or being among the safest work places
for women in the Country.
The following is a summary of sexual harassment complaints received and disposed of
during the financial year 2024-25:
| Number of complaints pending as on 1st April, 2024 |
Nil |
| Number of complaints received during the year |
Nil |
| Number of complaints disposed of during the year |
Nil |
| Number of complaints pending for more than ninety days |
Nil |
| Number of complaints pending as on 31st March, 2025 |
Nil |
39. COMPLIANCE WITH THE SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable Secretarial
Standards on meetings of the Board of Directors ('SS-1') and the Secretarial Standard on
General Meetings ('SS-2'), as stipulated by the Institute of Company Secretaries of India
and notified by Ministry of Corporate Affairs.
40. LISTING WITH STOCK EXCHANGES
The shares of the Company are listed at BSE Limited and National Stock Exchange
Limited. The Annual Listing fee for the financial year 2024-25 & 2025-26 has already
been paid to the said stock exchanges.
41. CHANGE IN NATURE OF BUSINESS
During the year under review, there has not been any change in nature of the Business.
42. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of Listing Regulations, the Company has formulated
the Code of Conduct for the Board members and Senior Management Personnel of the Company
so that the Company's business is conducted in an efficient and transparent manner without
having any conflict of personal interests with the interests of the Company. All the
members of the Board and Senior Management Personnel have affirmed compliance with the
Code of Conduct for the Board members and Senior Management Personnel and the code of
conduct is available at the website of Company:
https://kamdhenupaints.com/images/policies/KVL Code of Conduct Senior Management
Personnel.pdf.
43. DECLARATION BY THE MANAGING DIRECTOR
In terms of Regulation 26 of Listing Regulations, Shri Saurabh Agarwal, Managing
Director hereby affirms and declares that the Company has obtained declaration from each
individual member of the Board of Directors and the Senior Management confirming that none
of them has violated the conditions of the Code of Conduct for the Board members and
Senior Management Personnel. A Certificate signed by Shri Saurabh Agarwal, Managing
Director confirming that all the Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct, as applicable to them, in respect of financial
year 2024-25 has been made part of Corporate Governance Report.
44. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Shri Sunil Kumar Agarwal, Chairman, Shri Saurabh Agarwal, Managing Director and Shri
Sachin Agarwal, Non-Executive Director of the Company are related to each other within the
meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013
and Listing Regulations.
Except as stated above, none of the Directors are related to each other.
45. AUDIT TRAIL DISCLOSURE:
The Company has used accounting software for maintaining its books of account for the
financial year ended March 31, 2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions
recorded in the softwares except audit trail on the database level. Further, the audit
trail has been preserved by the Company as per the statutory requirements for record
retention.
46. DISCLOSURE OF DESIGNATED PERSON AS PER RULE 9 OF THE COMPANIES (MANAGEMENT AND
ADMINISTRATION) RULES, 2014 (AS AMENDED).
In accordance with the provisions of Rule 9 of the Companies (Management and
Administration) Rules, 2014, as amended, Company had appointed Shri Nikhil Sukhija,
Company Secretary and Compliance Officer (Key Managerial Personnel) of the company, as the
designated person who shall be responsible for furnishing, and extending co-operation for
providing, information to the Registrar or any other officer with respect to the
beneficial interest in shares of the Company.
47. CONFIRMATIONS
a. During the year under review, the Company has not:
(i) issued any shares, warrants, debentures, bonds, or any other convertible or
nonconvertible securities.
(ii) issued equity shares with differential rights as to dividend, voting or otherwise.
(iii) issued any sweat equity shares to its Directors or employees.
(iv) made any change in voting rights.
(v) reduced its share capital or bought back shares.
(vi) changed the capital structure resulting from restructuring except split/ Sub
Division of Equity Shares of the Company.
(vii) failed to implement any corporate action.
b. The Company's securities were not suspended for trading during the year.
c. The disclosure pertaining to the explanation for any deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue, etc.,
is not applicable to the Company, however the Company has filed returns on quarterly basis
with Stock Exchanges related with Statement of Deviation of funds raised by way of
Preferential Issue and there was no such deviation was reported during the period under
review.
48. GENERAL DISCLOSURES
During the year under review:
a. No credit rating has been obtained by the Company with respect to its securities.
Further, the details of the credit rating obtained by the Company with respect to its
long-term and shortterm borrowings have been provided separately in the General
Shareholder Information section forming part of this Annual Report.
b. No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence,
the requirement to disclose the details of the application made or any proceeding pending
under the said Code during the year along with their status as at the end of the financial
year is not applicable.
c. The requirement to disclose the details of the difference between the amount of the
valuation done at the time of one-time settlement and the valuation done while taking a
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
d. None of the Directors of your Company received any remuneration or commission from
any of the subsidiaries of your Company, except Managing Director received remuneration
from Kamdhenu Colour and Coatings Limited, a Wholly Owned Subsidiary of the Company.
49. GREEN INITIATIVE
The Company has implemented the "Green Initiative" to enable electronic
delivery of notice/documents/ annual reports to shareholders. The Annual Report for the
financial year 2024-25 and Notice of the 6th Annual General Meeting are being
sent to all members electronically, whose e-mail addresses are registered with the
Company/Depository Participant(s).The Shareholders may however make request for physical
copy of the Annual Report by mail to cs@kamdhenupaints.com.
Further, letters have been sent to shareholders of the Company holding shares of the
Company in physical form in Compliance to SEBI Circulars dated 7th May, 2024
read and 10th June, 2024, requesting them to furnish requisite KYC details, so
that faster communications can be made to the shareholders in electronic form.
50. ACKNOWLEDGEMENT
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, concerned
Government Departments, Financial Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust
and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
your Company continues to grow and excel.
|
By order of the Board of Directors |
|
|
Kamdhenu Ventures Limited |
|
|
Sd/- |
Sd/- |
|
(Sunil Kumar Agarwal) |
(Saurabh Agarwal) |
| Date: 14th August, 2025 |
Chairman |
Managing Director |
| Place: Gurugram |
DIN:00005973 |
DIN:00005970 |
|