About
K E C International Ltd
KEC International Limited is the largest Power Transmission Company in the world, which was incorporated on 18 Mar' 05. The Company is primarily engaged in Engineering, Procurement and Construction business (EPC) relating to infrastructure interalia products, projects and systems for power transmission, distribution, railways and related activities.
The flagship company in the transmission sector of the RPG Group, KEC strengths its presence in the areas of Design, Manufacture, Supply and Construction of Turnkey Projects of Power Transmission lines of voltages upto 800 KV and in the execution of Railway Electrification projects, setting up sub-stations and Power Distribution Networks, Optical Fibre Cable (OPGW) installations, Turnkey Telecom Infrastructure Services and maintenance of Power Transmission Lines.
With global operations spanning over 20 countries, the company is present in India, UAE, Libya, Ghana, Algeria, Afghanistan, Nigeria, Kazakhstan, Mali, Oman, South Africa, Kenya and Ethiopia among several other countries. The Company forayed into distribution market in the year 2005 itself and bagged noteworthy electrification projects across the globe. The Company had secured new orders worth Rs339 crore from Afghanistan and Ethiopia in December of the year 2005. During May of the year 2006, KEC had entered into the North American market with a joint venture with US-based Power Engineers Inc. KEC Power Inc. (KPI) the new company formed in the US is a 50:50 joint venture, based in the state of Idaho.
The Company had bagged a major Rs. 380 crore worth of order in Kazakhstan during May of the year 2007. The Scheme of Arrangement between KEC, RPG Transmission (RPGT) & National Information Technologies Limited (NITEL) and MP Power Line Limited, now called Octav Investments Ltd., became effective from 1st October of the year 2007. During the year 2007-08, the company completed 21 projects in the South Asian markets and 15 projects in International markets. In the same year, RPG Transmission Nigeria Limited, the subsidiary company of the erstwhile RPG Transmission Limited at Nigeria became the subsidiary of the company.
As at February 2008, KEC had received the Amity Corporate Excellence award at the International Business Summit and Research Conference. A joint venture company named KEC Power India Private Limited' with M/s. Power Holdings Inc., USA as a joint venture partner was incorporated in the state of Maharashtra in the month of March 2008 to provide services like conceptualizing, designing, developing power transmission and distribution lines, sub-stations and all types of power generating projects. The Company bagged two orders worth of Rs. 124 crores from NTPC Electric Supply Company Ltd. (NESCL) and Rs. 55 Crores from Power Grid Corporation of India Limited (PGCIL) in September of the year 2008.
In the year 2009, the company executed several major transmission line projects as well as distribution, substation, railway electrification and telecom projects, besides entering new regions. The company entered three new geographies, Mali, Tajikistan and Australia in short time. The company won the largest ever-international order in its history valued at approximately Rs 636 Crores from Egypt.
In the year 2010, the scheme of amalgamation for merger of the RPG cables Limited with the company. The company has set up a training centre at Butibori with facility of residental and non-residental training. The company obtained orders from new markets like Cameroon and Peru, thereby widening its global presence and made a successfully re-entry in Kuwait. Large orders secured from Algeria Mali, Abu Dhabi, Kuwait and Oman.
In the year 2011, the company entered into the 400 KV sub-station segment and secured two orders worth Rs. 130 crore from PGCIL. The company acquired Jay Railway Signating Priviate Limited, which shall help us in building pre-qualification for the signating projects. The company diversified into the water Resource Management business Vertical during the current financial year to leverage expertise in project management and EPC infrastructure space.
In the year 2012, Net Sales increased by 16.12% to Rs.4604.33 crore in this year and Net Profit increased by 23.62% to Rs. 181.84 Crore. Transmission business entered into DR Congo by securing order of Rs.213 Crore. The company has gradually ventured into new business- power systems, cables, railways and water. It's order book from these business incerased from Rs 1173 Crore in FY10 to Rs 2343 crore in FY12.
During the year 2015, the Company completed the prestigious Haldia River Crossing project in West Bengal. The project included construction of two of the tallest (775 feet) and heaviest towers (each weighing more than 1790 MT) on the Hoogly River. This project reaffirms the Company's capability to execute challenging projects in difficult terrains and adverse weather conditions. The Company also expanded its domestic presence in Substation business by securing large and prestigious orders for the establishment of various Gas Insulated Substations (GIS). A 765 kV GIS in Thiruvalam, Tamil Nadu constructed by KEC has been commissioned by PGCIL during the year, and this is the second GIS Sub Station in India. The Company also expanded its strong global EPC expertise in the Americas through its wholly owned subsidiary SAE Towers by securing five transmission EPC projects in Brazil.During the year ended 31 March 2015, the Company consummated the transaction for sale of its surplus land at Thane near Mumbai for a total consideration of Rs. 212.35 crore. Further the Company entered into agreement for sale of its telecom assets in the states of Chhattisgarh, Meghalaya and Mizoram.
Jay Railway Projects Private Limited, a wholly owned subsidiary of the Company, merged with the Company on 30 December 2015, with appointed date of 1 April 2014. Further, during the year under review, SAE Towers Panama Holdings LLC and SAE Towers Panama S de RL Panama, step down subsidiaries, were dissolved.
During the year 2016, the Company had incorporated a subsidiary Company namely KEC Bikaner Sikar Transmission Private Limited as a Special Purpose Vehicle (SPV), to execute a project awarded to the Company by Rajasthan Rajya Vidyut Prasaran Nigam Limited in the State of Rajasthan.
The Company's Water Business having a significant component of Civil and Structural Engineering was merged with the Civil Business with effect from 1 April 2017 with a view to drive further synergies and manage efficiencies. In Water business, the Company closed most of its legacy projects and is currently focusing on complete integrated Water and Waste Water/ Sewage Treatment projects including Embankment & Flood Control, Sewage & Industrial Effluent Treatment and Potable Water Treatment & Distribution in FY 2017.
In FY 2017, five step down subsidiaries of the Company located at Delaware, USA namely KEC International Holdings LLC, KEC Brazil LLC, KEC Mexico LLC, KEC Transmission LLC and KEC US LLC have been merged with SAE Towers Holdings LLC, a step down subsidiary at Delaware, USA with effect from 29 September 2017.
As on March 31, 2018, the Company has seventeen subsidiaries comprising of seven direct subsidiaries and ten step down subsidiaries.
The Company acquired 2.10% shares in Al Sharif Group & KEC Limited Company, a Joint Venture company located in Saudi Arabia. Consequent to such acquisition, the shareholding of the Company increased from 49% to 51.10% and the Joint Venture Company became a subsidiary of the Company with effect from 26 March 2018.
In the South- American region, the Company signed two large EPC contracts to execute 546 km of transmission lines in Brazil during FY 2018. The Company successfully expanded its client portfolio to include CORE, RVNL, IRCON, RITES and PGCIL. It succeeded in diversifying its project portfolio, with about 70% of its order book comprising of composite and signaling & telecommunication works in FY 2018.
In Civil business, the Company successfully executed four complex silos with Slipform and climbing formwork technologies, thereby achieving faster execution and superior quality. Several exclusive tie-ups with OEMs for strategic equipment like batching plants, tower cranes and other equipment has proved beneficial in reducing mobilization time and fast-tracking project execution in FY 2018.
During FY 2018, the Company joined the international Solar EPC market and commissioned a ground mount project in the Kingdom of Saudi Arabia.
During FY 2018, the Company consolidated its manufacturing footprint by shifting operations from its manufacturing plant at Silvassa to Vadodara, thus creating an integrated facility offering the entire gamut of products ranging from EHV, HT and LT Cables. The Company secured its largest ever EHV order for 220 kV cables from Power Grid Corporation of India Limited, helping it establish pre-qualification for similar cables, as well as cabling projects.
During the year 2019, Company completed the 130 MWp turnkey EPC project for APGENCO, taking our cumulative commissioning capacity to more than 348 MWp. It completed landmark projects like 220/66 kV GIS Substation in Drass (part of the Srinagar-Leh Transmission System), the second coldest inhabited place on Earth; 765/400 kV GIS Substation built across nine levels on mountainous slopes; connected India's North-East-West grid to the Southern grid through the Transmission System Beyond Vemagiri' project and erected the tallest River Crossing Towers in Thailand. It produced 40,000 MTs of galvanised steel structures during the year. It commissioned 6 projects ahead of schedule. It completed track laying of the Parauna to Bhua and Venkatachalam to Obulavaripalle sections for Rail Vikas Nigam Limited (RVNL). It commissioned ~30% railway electrification projects in India totaling to 1,576 km. During the year, the Company divested its entire stake in the subsidiary, KEC Bikaner Sikar Transmission Private Limited and consequently ceased to be the subsidiary of the Company w.e.f. February 08, 2019.
During the year 2019-20, the Company incorporated a wholly owned subsidiary in Dubai, namely KEC Towers LLC on November 24, 2019 and acquired its eighth manufacturing unit, a 50,000 MTPA tower manufacturing facility in Dubai. It expanded export footprint to new countries in Africa, the Middle East and SAARC. It commissioned 8 new projects in FY 20. It commissioned railway track laying of 62 track kilometres (TKM). It acquired an automated transmission tower manufacturing facility in Mainland Dubai, with a capacity of 50,000 tonnes per annum in FY 2020. It commissioned its single largest project in terms of capacity, a 150 MWp ground mount project in Rajasthan. The business of the Company diversified portfolio to include RRTS (Regional Rapid Transit System) and Road over bridge (ROB) projects in addition to existing offerings of Overhead Electrification and composite projects.
In FY 2021, the Company commissioned sixth tower manufacturing facility, which was acquired in Dubai. It commissioned 500 kV Pluak Daeng Substation Project in Thailand, which involved the erection of the country's largest Substation gantries, Tanzania's first 400 kV substations at Dodoma and Singida, 400 kV Pugalur - Arasur Transmission Line in Tamil Nadu, part of Power Grid Corporation of India Limited's (PGCIL) prestigious 800 kV Raigarh - Pugalur HVDC project, 400 kV Silchar and Misa Substations in Assam for PGCIL, part of North Eastern Region. It delivered 22% of railway network electrified during the year, totaling to 1,329 route kilometres (RKM); It commissioned railway track laying of 171 RKM. It expanded into technology-enabled areas in Metro Rail, speed upgradation for High-Speed Rail and advanced Signalling & Telecommunication (S&T) systems for Dedicated Freight Corridor. It commissioned a two-lane River Over Bridge in Kochi, six months ahead of schedule by deploying innovative, efficient, and cost-effective techniques.
During 2021-22, the Company incorporated a step-down subsidiary, KEC EPC LLP in Dubai on October 06, 2021. It acquired Spur Infrastructure Private Limited, an EPC company to accelerate the business on October 13, 2021. It commissioned 4 rooftop solar projects aggregating to 13.6 MW, by converting existing industrial plant sheds into solar power generation units. It introduced new railway cables such as 150 & 193 sq. mm. contact wires, feeder, jumper and dropper wires, 125 sq. mm. catenary conductors, signalling power cables, railway OFC cables, and Quad cables for railway applications at its Cables manufacturing units. It completed two Smart City projects in Aurangabad and Bidkin, located in Maharashtra. It commissioned 7 projects ahead of contractual schedule during the year. It widened presence in conventional segments such as speed upgradation, port connectivity, tunnel ventilation and railway siding. It expanded the presence in technology-enabled areas of Urban Infrastructure in Metro electrification - OHE as well as Third Rail, power supply systems, and track laying for reputed Metro clients.
In 2022-23, the Company commissioned first transmission line project in Burkina Faso and received another EPC order for 132 kV substation in the country; commissioned four substations for the critical electrical interconnection project between the countries - Ivory Coast, Liberia, Sierra Leone, and Guinea (CLSG) to Western-African Power Pool (WAPP); commissioned transmission line and a substation project in Mali and Senegal respectively.
In 2023, the Company's wholly owned subsidiary SAE Towers in the Americas, commissioned the EPC projects in Brazil, including 4 transmission lines spanning 900 km and three substations totalling to over 1,000 MVA in Brazil. It launched India's developed Train Collision Avoidance System (KAVACH) and Automatic Block Signalling (ABS), tunnel ventilation, etc.
During the year 2023, the Company introduced new products such as Flat Submersible cables, LV Hybrid cables, PV Solar cables, Concentric cables, Cathodic Protection cables, Railways Signalling Power cables, etc. Further, it developed Green Power and Control cables that are RoHS (Restriction of Hazardous Substances) and REACH compliant. It commissioned 15 transmission line and substation projects in countries such as Malaysia, Thailand, Mali, Burkina Faso, Burundi, and Saudi Arabia. It expanded hardware portfolio with fittings for OPGW, Cross-Rope Steel Wire and Stock Bridge Damping System. Electrified 24% of India's railway network during the year, totalling to 1,564 RKM; commissioned railway track laying of 198 RKM. Contributed to Mission Raftaar (2 x 25 kV Speed upgradation projects) - delivering 11 projects spanning 2,400 RKM; executed more than 35 high rise luxury residential buildings.
In 2022-23, Company worked on 2 projects for Delhi, viz Meerut Regional Rapid Transit System (RRTS), now renamed as RapidX. KEC's first metro project, encompassing viaduct, stations and ballast-less track works, for Kochi Metro Rail Corporation Limited was commissioned from June, 2022; It completed RRTS project - from the Duhai at-grade station to the Sahibabad elevated station; expanded presence in digitalized areas of Metro Electrification - OHE & Third Rail, Power supply systems, and Ballastless track works; demonstrated strong HDD (Horizontal Direction Drilling) execution capabilities with 32', 2.2 km HDD on Brahmani river in Odisha; design, supply, and construction of 225 kV Overhead Transmission Lines (OTL) for SONABEL to connect substations of solar power generation plants and national grid network; installed 400 kV D/C Bogura-Kaliakoir Transmission Line Project (131 km), supply and installation, on turnkey basis, for upgradation of existing Tharamani 230/110/33 kV substation into 400/230- 110/33 kV GIS substation for Tamil Nadu Transmission Corporation Limited (TANTRANSCO); installation, testing, commissioning of standard gauge ballastless track in Main Line from Chembur to Mandale and ballasted, ballastless & special track works in Mandale Depot of Line-2b for MMRDA; Construction of General Civil & Infrastructural Works including land development, process structures, plant and non-plant buildings and Infrastructure Works (road and storm drains) for the greenfield project at Thiruvallur, Tamil Nadu; commissioned the PVC
compounding plant at Vadodara; and commissioned the 16' X 126 Kms Tundla - Gawaria Project.
K E C International Ltd
Chairman Speech
Chairman Statement
The Directors have pleasure in presenting the Ninth Annual Report, along with the
audited accounts of the Company, for the year ended March 31, 2014.
1. Financial Results
|
|
|
|
Rs in crore |
| Particulars |
Consolidated |
Standalone |
|
FY14 |
FY13 |
FY14 |
FY13 |
| Net Revenue from Operations |
7,901.83 |
6,979.49 |
6,558.77 |
5,592.08 |
| EBITDA |
493.27 |
381.40 |
372.89 |
231.09 |
| Finance Cost |
263.27 |
194.40 |
231.42 |
164.81 |
| Depreciation & Amortisation |
70.52 |
56.08 |
55.42 |
43.05 |
| Profit Before Tax |
155.10 |
146.83 |
150.86 |
43.74 |
| Tax Expenses |
88.34 |
81.79 |
65.27 |
39.18 |
| Profit After Tax |
66.75 |
65.04 |
85.59 |
4.56 |
| Proposed Dividend on equity shares |
18.05 |
15.22 |
18.05 |
15.03 |
| (including tax on dividend) |
|
|
|
|
| Transfer to General Reserve |
8.56 |
0.45 |
8.56 |
0.45 |
2. Dividend
The Board of Directors has recommended a dividend of Rs 0.60 per equity share of Rs 2
each for the year ended March 31, 2014, on the equity share capital of the Company,
aggregating to Rs 15,42,53,022 (Rupees Fifteen Crore Forty Two Lacs Fifty Three Thousand
Twenty Two only). The dividend on equity shares is subject to the approval of the members
at the ensuing Annual General Meeting. Further the Board of Directors proposes to transfer
an amount of Rs 8.56 crore to the General Reserve.
3. Performance
Financial Performance
On a consolidated basis, the net revenue from operations increased by 13.21% to
Rs 7,901.83 crore. The net Profit increased by 2.6% to Rs 66.75 crore. On a standalone
basis, the net revenue from operations increased by 17.29% to Rs 6,558.77 crore, while the
net Profit was Rs 85.59 crore in FY14, as compared to Rs 4.56 crore in FY13.
During the year under review, several measures have been taken for improving the
performance of the Company and to secure new orders across various businesses and
geographies. The order intake for the year increased by 13.34% to Rs 8,482 crore. The
closing order book has increased by 7.7% to Rs 10,200 crore by FY14 end.
While the transmission business continued to perform well both in terms of revenue and
Profitability, the overall Profitability of the Company on consolidated basis was impacted
due to revenue de-growth in the wholly owned subsidiary
SAE Towers. It was also impacted due to time and cost overruns in Railways, Power
Systems and Water businesses. In the Cables business Profitability was impacted due to
pricing pressure as also higher costs at the new manufacturing facility established at
Vadodara.
Operational highlights
The key highlights for the Company’s various businesses are as follows:
Power Transmission & Distribution: This is the Company’s largest business
vertical which provides end-to-end solutions for power evacuation from generating stations
to consumer distribution points.
The order intake for the business increased by 12.1% to Rs 6,951 crore. The orders came
from across all the regions. These also include large value orders from Tanzania Rs
(772 crore), Saudi Arabia (Rs 708 crore) and Afghanistan (Rs 590 crore).
The Company is also leveraging its strong global EPC expertise along with a local
foothold in American market through SAE Towers. During FY14, SAE towers entered in EPC
business and secured two transmission line EPC orders in Brazil. These orders were of
approx. Rs 94 crore.
The Company also expanded its international presence in Substation space by securing
orders in Laos, Philippines, Malaysia, Saudi Arabia and Afghanistan during the year.
Further, the Company has increased its presence in Gas Insulated Substations (GIS) by
securing a
Rs 102 crore order in Bihar.
SAE Towers completed expansion of its pole production capacity at its existing facility
in Mexico from 5,000 MTs to 12,000 MTs per annum. In addition to this, the Company has
also completed expansion of its tower manufacturing capacity at its existing facilities in
Jaipur, Jabalpur and Nagpur from 1,74,000 MTs to 2,11,200 MTs per annum.
Cables: Consequent upon the commencement of the new plant at Vadodara, the
manufacturing facility at Thane has been closed down and the Company has entered into an
agreement for sale of this land. The complete range of products manufactured at Thane
plant are now being manufactured at the Vadodara plant. The annual order intake for the
business increased by 26.5% to Rs 855 crore in FY14.
Railways: The Company has secured a large composite order from the Rail Vikas Nigam
Limited, India. The order includes electrification, civil works, signalling and
telecommunication works in the state of Uttar Pradesh and the order value is Rs 228 crore.
The Company also intends to target projects related to Metro and dedicated freight
corridors in partnerships with other Indian and foreign players.
Water: The Company secured two Sewage Treatment orders in Bengaluru and Uttarakhand of
total Rs 205 crore. In addition to this, it secured its first ever Dam construction order
in Madhya Pradesh of Rs 99 crore. Further, it also secured Canal construction orders in
Madhya Pradesh of
Rs 75 crore. Based on orders in hand and execution in FY14, the Company is also
building its pre-qualification base in this business.
4. Listing
The Equity Shares of the Company continue to remain listed on BSE Limited and National
Stock Exchange of India Limited. Further during the year the Company has listed its equity
shares on MCX Stock Exchange Limited. The stipulated listing fees for FY15 have been paid
to all the above Stock Exchanges.
5. Fixed Deposits
The Company has not accepted any deposits within the meaning of Sections 58A and 58AA
of the Companies Act, 1956, and the Rules framed thereunder and any re-enactments
thereof.
6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, are provided in the prescribed format as an annexure to
this Report.
7. Management Discussion and Analysis and Corporate Governance Report
In compliance with Clause 49 of the Listing Agreement entered into with the Stock
Exchanges, a separate section on Management Discussion and Analysis, as approved by the
Board of Directors, which includes details on the state of affairs of the Company as
required to be disclosed in the Directors’ Report forms a part of this Annual Report.
Further, the Corporate Governance Report, duly approved by the Board of Directors,
together with a certificate from the Statutory Auditors confirming the compliance with the
requirements of Clause 49, also forms a part of this Annual Report.
8. Subsidiary Companies
At the beginning of FY14, the Company had twenty two direct and step down subsidiary
companies. One step down subsidiary company has been incorporated in Mexico to explore the
business opportunities in EPC business. Accordingly, the number of direct and step down
subsidiaries of the Company stands increased to twenty three as on the date of this
Report. The details pertaining to subsidiaries are mentioned under the statement made
pursuant to Section 212 of the Companies Act, 1956, which forms a part of this Annual
Report.
Ministry of Corporate Affairs vide Circular No: 02 / 2011 dated February 08, 2011, has,
subject to compliance with certain conditions, granted general exemption to the companies
from applicability of Section 212 of the Companies Act, 1956. As per the general
exemption, a statement containing brief financial details of the Company’s
subsidiaries for the year ended March 31, 2014, is included in this Annual Report. The
Annual Accounts of these subsidiaries and the related detailed information will be made
available to any Member of the Company / its subsidiaries seeking such information at any
point of time and are also available for inspection by any Member of the Company / its
subsidiary(ies) at the Registered Office of the Company / its subsidiary(ies).
9. Consolidated Financial Statements
In accordance with Clause 32 of the Listing Agreement entered into with the Stock
Exchanges, the Consolidated Financial Statements of the Company, including the financial
details of all the subsidiary companies of the Company, forms part of this Annual Report.
The consolidated Financial Statements have been prepared in accordance with the Accounting
Standards issued by the Institute of Chartered Accountants of India.
10. Directors
In accordance with the provisions of the Companies Act,
2013,Mr.H.V.GoenkaandMr.A.T.Vaswani,areliabletoretire by rotation and eligible for
re-appointment at the ensuing Annual General Meeting. Further the Board of Directors has
appointed Mr. Vinayak Chatterjee as an Additional Director w.e.f. April 30, 2014. Pursuant
to Section 161 of the Companies Act, 2013, and Article 124 of the Articles of Association
of the Company, Mr. Vinayak Chatterjee holds Office upto the date of the ensuing Annual
General Meeting of the Company and is eligible for appointment as Director. Further as per
the provisions of the Companies Act, 2013, the independent directors of the Company will
have to be appointed by the members for a term upto five years, and no independent
director shall be liable to retire by rotation. Further Mr. S. S. Thakur, Mr. G. L.
Mirchandani, Mr. D. G. Piramal, Mr. S. M. Kulkarni, Mr. S. M. Trehan and Mr.
Vinayak Chatterjee have given declaration to the Company under Section 149(6) of the
Companies Act, 2013, that they qualify the criteria of independence mentioned under that
sub-section. Accordingly it is proposed to appoint them as independent directors not
liable to retire by rotation for a term of five years from the ensuing Annual General
Meeting.
In view of the provisions of Section 165 of the Companies Act, 2013, which restricts
the directorship of a director in ten public limited companies and the proposed amendment
to the Listing Agreement entered into with the Stock Exchanges, which restricts the
directorships of independent directors to seven listed companies only, Mr. M. K. Sharma,
who was a director of the Company resigned from his Office w.e.f. March 31, 2014. The
Board places on record its sincere appreciation for the valuable services rendered by Mr.
M. K. Sharma during his tenure as the Member of the Board.
In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise
and other details of all the directors proposed to be appointed / re-appointed are
attached to the Notice of the ensuing Annual General Meeting.
The Board of Directors recommends to the members the appointment of the above referred
independent directors and the re-appointment of Mr. H. V. Goenka and Mr. A. T. Vaswani as
the directors of the Company.
11. Auditors
Statutory Auditors
In view of the provisions of Section 139 of the Companies Act, 2013, and the Rules made
thereunder, a listed company cannot appoint an audit firm as the Auditors of the Company
for more than two terms of five consecutive years and which shall be subject to
ratification by the members at every Annual General Meeting. For reckoning this term, the
period already served by the firm as auditors shall be counted. According to the
Illustration 2 appended to sub-rule 3 of Rule 6 of the Companies (Audit and Auditors)
Rules, 2014, every firm of the Auditors who has completed 7 or more years as an Auditor of
the prescribed classes of companies (including listed companies), can be appointed as an
Auditor for a further period upto three years only. Accordingly Delloitte Haskins &
Sells (DHS) is entitled to be appointed as Statutory Auditors of the Company for a further
period upto three years. In view of the same it is proposed to appoint DHS as the
Statutory Auditors of the Company to hold Office from the conclusion of the ensuing Annual
General Meeting until the conclusion of the Twelfth Annual General Meeting and to
authorise the Board of Directors to fix their remuneration. The Company has received a
letter from DHS to the effect that their appointment, if made, would be within the limits
prescribed under the provisions of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of the said Act. The Board of
Directors recommends the appointment of DHS as the Statutory Auditors of the Company for a
period of three years.
Branch Auditors
In terms of Section 143(8) of the Companies Act, 2013, the audit of the accounts of the
branch Offices of the Company located outside India is required to be conducted by the
person(s) or firm(s) qualified to act as Branch Auditors. The Board of Directors
recommends to the members to pass the resolution, as stated in Item No.6 of the Notice,
convening the ensuing Annual General Meeting.
Cost Auditors
The Central Government has approved the appointment of M/s. Kirit Mehta & Co., Cost
Accountants, Mumbai, as Cost Auditors, for conducting Cost Audit in relation to Electrical
Cables and Conductors and Steel Towers manufactured by the Company for FY14 under The
Companies (Cost Accounting Records) Rules, 2011. The Cost Audit Report and the Compliance
Report for FY13 was filed by the Cost Auditors with the Ministry of Corporate Affairs on
September 30, 2013.
12. Policy on Code of Conduct and Ethics
The RPG Group has laid down a Code of Conduct and Ethics (Code) applicable to all the
employees in RPG Group companies. The Code provides for the matters related to governance,
compliance, ethics and other matters within the RPG Group companies. The Code also
includes the policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women
at Workplace in accordance with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
13. Awards Received During the Year
For FY 14 the Company was conferred with the ‘Utkrishta Puraskar’ i.e. Best
Transmission Line Company Award and ‘Sahbhagita Puraskar’ i.e. Support Outside
Line of Duty Award from Power Grid Corporation of India Limited. Further the Company also
won the prestigious, "Best Employer Award, 2013" by Aon Hewitt and the
"Indo-American Corporate Excellence Award" by the Indo-American Chambers of
Commerce for best Indian company operating in US. The details of these Awards &
Recognition are mentioned on page 18 & 19 of this Annual Report
14. Directors’ Responsibility Statement
The Board of Directors would like to affirm that the financial statements for the year
under review conform in their entirety to the requirements of the Companies Act, 1956. As
stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the
Company hereby state and confirm that:
(i) in the preparation of the annual accounts for the year ended March 31, 2014, the
applicable Accounting Standards have been followed; (ii) such accounting policies have
been selected and applied consistently and judgments and estimates made 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 of the Company for the year
under review; (iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (iv) the annual accounts for the financial year ended March 31,
2014, have been prepared on a going concern basis.
15. Particulars of Employees
In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, the names and other
particulars of the employees are required to be set out in the Annexure to the
Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the
said Act, the Annual Report, excluding the aforesaid information, is being sent to all the
members of the Company and others entitled thereto. Members who are desirous of obtaining
such particulars are requested to write to the Company Secretary of the Company.
16. Acknowledgement
Your Directors take this opportunity to thank the Customers, Vendors, Financial
Institutions, Banks and all other stakeholders for their continued co-operation and
support to the Company. Further the Directors would also like to thank the Central and
State Government authorities and Regulatory authorities for their support.
Your Directors appreciate and value the trust reposed and faith shown by every
shareholder of the Company.
Last but not least the Board wishes to place on record its deep gratitude to all its
employees whose enthusiasm, team efforts, devotion and sense of belongingness has made
this Company proud.
|
For and on behalf of the Board of Directors |
|
H. V. Goenka |
|
Chairman |
| Place: Mumbai |
|
| Date: April 30, 2014 |
|
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K E C International Ltd
Company History
KEC International Limited is the largest Power Transmission Company in the world, which was incorporated on 18 Mar' 05. The Company is primarily engaged in Engineering, Procurement and Construction business (EPC) relating to infrastructure interalia products, projects and systems for power transmission, distribution, railways and related activities.
The flagship company in the transmission sector of the RPG Group, KEC strengths its presence in the areas of Design, Manufacture, Supply and Construction of Turnkey Projects of Power Transmission lines of voltages upto 800 KV and in the execution of Railway Electrification projects, setting up sub-stations and Power Distribution Networks, Optical Fibre Cable (OPGW) installations, Turnkey Telecom Infrastructure Services and maintenance of Power Transmission Lines.
With global operations spanning over 20 countries, the company is present in India, UAE, Libya, Ghana, Algeria, Afghanistan, Nigeria, Kazakhstan, Mali, Oman, South Africa, Kenya and Ethiopia among several other countries. The Company forayed into distribution market in the year 2005 itself and bagged noteworthy electrification projects across the globe. The Company had secured new orders worth Rs339 crore from Afghanistan and Ethiopia in December of the year 2005. During May of the year 2006, KEC had entered into the North American market with a joint venture with US-based Power Engineers Inc. KEC Power Inc. (KPI) the new company formed in the US is a 50:50 joint venture, based in the state of Idaho.
The Company had bagged a major Rs. 380 crore worth of order in Kazakhstan during May of the year 2007. The Scheme of Arrangement between KEC, RPG Transmission (RPGT) & National Information Technologies Limited (NITEL) and MP Power Line Limited, now called Octav Investments Ltd., became effective from 1st October of the year 2007. During the year 2007-08, the company completed 21 projects in the South Asian markets and 15 projects in International markets. In the same year, RPG Transmission Nigeria Limited, the subsidiary company of the erstwhile RPG Transmission Limited at Nigeria became the subsidiary of the company.
As at February 2008, KEC had received the Amity Corporate Excellence award at the International Business Summit and Research Conference. A joint venture company named KEC Power India Private Limited' with M/s. Power Holdings Inc., USA as a joint venture partner was incorporated in the state of Maharashtra in the month of March 2008 to provide services like conceptualizing, designing, developing power transmission and distribution lines, sub-stations and all types of power generating projects. The Company bagged two orders worth of Rs. 124 crores from NTPC Electric Supply Company Ltd. (NESCL) and Rs. 55 Crores from Power Grid Corporation of India Limited (PGCIL) in September of the year 2008.
In the year 2009, the company executed several major transmission line projects as well as distribution, substation, railway electrification and telecom projects, besides entering new regions. The company entered three new geographies, Mali, Tajikistan and Australia in short time. The company won the largest ever-international order in its history valued at approximately Rs 636 Crores from Egypt.
In the year 2010, the scheme of amalgamation for merger of the RPG cables Limited with the company. The company has set up a training centre at Butibori with facility of residental and non-residental training. The company obtained orders from new markets like Cameroon and Peru, thereby widening its global presence and made a successfully re-entry in Kuwait. Large orders secured from Algeria Mali, Abu Dhabi, Kuwait and Oman.
In the year 2011, the company entered into the 400 KV sub-station segment and secured two orders worth Rs. 130 crore from PGCIL. The company acquired Jay Railway Signating Priviate Limited, which shall help us in building pre-qualification for the signating projects. The company diversified into the water Resource Management business Vertical during the current financial year to leverage expertise in project management and EPC infrastructure space.
In the year 2012, Net Sales increased by 16.12% to Rs.4604.33 crore in this year and Net Profit increased by 23.62% to Rs. 181.84 Crore. Transmission business entered into DR Congo by securing order of Rs.213 Crore. The company has gradually ventured into new business- power systems, cables, railways and water. It's order book from these business incerased from Rs 1173 Crore in FY10 to Rs 2343 crore in FY12.
During the year 2015, the Company completed the prestigious Haldia River Crossing project in West Bengal. The project included construction of two of the tallest (775 feet) and heaviest towers (each weighing more than 1790 MT) on the Hoogly River. This project reaffirms the Company's capability to execute challenging projects in difficult terrains and adverse weather conditions. The Company also expanded its domestic presence in Substation business by securing large and prestigious orders for the establishment of various Gas Insulated Substations (GIS). A 765 kV GIS in Thiruvalam, Tamil Nadu constructed by KEC has been commissioned by PGCIL during the year, and this is the second GIS Sub Station in India. The Company also expanded its strong global EPC expertise in the Americas through its wholly owned subsidiary SAE Towers by securing five transmission EPC projects in Brazil.During the year ended 31 March 2015, the Company consummated the transaction for sale of its surplus land at Thane near Mumbai for a total consideration of Rs. 212.35 crore. Further the Company entered into agreement for sale of its telecom assets in the states of Chhattisgarh, Meghalaya and Mizoram.
Jay Railway Projects Private Limited, a wholly owned subsidiary of the Company, merged with the Company on 30 December 2015, with appointed date of 1 April 2014. Further, during the year under review, SAE Towers Panama Holdings LLC and SAE Towers Panama S de RL Panama, step down subsidiaries, were dissolved.
During the year 2016, the Company had incorporated a subsidiary Company namely KEC Bikaner Sikar Transmission Private Limited as a Special Purpose Vehicle (SPV), to execute a project awarded to the Company by Rajasthan Rajya Vidyut Prasaran Nigam Limited in the State of Rajasthan.
The Company's Water Business having a significant component of Civil and Structural Engineering was merged with the Civil Business with effect from 1 April 2017 with a view to drive further synergies and manage efficiencies. In Water business, the Company closed most of its legacy projects and is currently focusing on complete integrated Water and Waste Water/ Sewage Treatment projects including Embankment & Flood Control, Sewage & Industrial Effluent Treatment and Potable Water Treatment & Distribution in FY 2017.
In FY 2017, five step down subsidiaries of the Company located at Delaware, USA namely KEC International Holdings LLC, KEC Brazil LLC, KEC Mexico LLC, KEC Transmission LLC and KEC US LLC have been merged with SAE Towers Holdings LLC, a step down subsidiary at Delaware, USA with effect from 29 September 2017.
As on March 31, 2018, the Company has seventeen subsidiaries comprising of seven direct subsidiaries and ten step down subsidiaries.
The Company acquired 2.10% shares in Al Sharif Group & KEC Limited Company, a Joint Venture company located in Saudi Arabia. Consequent to such acquisition, the shareholding of the Company increased from 49% to 51.10% and the Joint Venture Company became a subsidiary of the Company with effect from 26 March 2018.
In the South- American region, the Company signed two large EPC contracts to execute 546 km of transmission lines in Brazil during FY 2018. The Company successfully expanded its client portfolio to include CORE, RVNL, IRCON, RITES and PGCIL. It succeeded in diversifying its project portfolio, with about 70% of its order book comprising of composite and signaling & telecommunication works in FY 2018.
In Civil business, the Company successfully executed four complex silos with Slipform and climbing formwork technologies, thereby achieving faster execution and superior quality. Several exclusive tie-ups with OEMs for strategic equipment like batching plants, tower cranes and other equipment has proved beneficial in reducing mobilization time and fast-tracking project execution in FY 2018.
During FY 2018, the Company joined the international Solar EPC market and commissioned a ground mount project in the Kingdom of Saudi Arabia.
During FY 2018, the Company consolidated its manufacturing footprint by shifting operations from its manufacturing plant at Silvassa to Vadodara, thus creating an integrated facility offering the entire gamut of products ranging from EHV, HT and LT Cables. The Company secured its largest ever EHV order for 220 kV cables from Power Grid Corporation of India Limited, helping it establish pre-qualification for similar cables, as well as cabling projects.
During the year 2019, Company completed the 130 MWp turnkey EPC project for APGENCO, taking our cumulative commissioning capacity to more than 348 MWp. It completed landmark projects like 220/66 kV GIS Substation in Drass (part of the Srinagar-Leh Transmission System), the second coldest inhabited place on Earth; 765/400 kV GIS Substation built across nine levels on mountainous slopes; connected India's North-East-West grid to the Southern grid through the Transmission System Beyond Vemagiri' project and erected the tallest River Crossing Towers in Thailand. It produced 40,000 MTs of galvanised steel structures during the year. It commissioned 6 projects ahead of schedule. It completed track laying of the Parauna to Bhua and Venkatachalam to Obulavaripalle sections for Rail Vikas Nigam Limited (RVNL). It commissioned ~30% railway electrification projects in India totaling to 1,576 km. During the year, the Company divested its entire stake in the subsidiary, KEC Bikaner Sikar Transmission Private Limited and consequently ceased to be the subsidiary of the Company w.e.f. February 08, 2019.
During the year 2019-20, the Company incorporated a wholly owned subsidiary in Dubai, namely KEC Towers LLC on November 24, 2019 and acquired its eighth manufacturing unit, a 50,000 MTPA tower manufacturing facility in Dubai. It expanded export footprint to new countries in Africa, the Middle East and SAARC. It commissioned 8 new projects in FY 20. It commissioned railway track laying of 62 track kilometres (TKM). It acquired an automated transmission tower manufacturing facility in Mainland Dubai, with a capacity of 50,000 tonnes per annum in FY 2020. It commissioned its single largest project in terms of capacity, a 150 MWp ground mount project in Rajasthan. The business of the Company diversified portfolio to include RRTS (Regional Rapid Transit System) and Road over bridge (ROB) projects in addition to existing offerings of Overhead Electrification and composite projects.
In FY 2021, the Company commissioned sixth tower manufacturing facility, which was acquired in Dubai. It commissioned 500 kV Pluak Daeng Substation Project in Thailand, which involved the erection of the country's largest Substation gantries, Tanzania's first 400 kV substations at Dodoma and Singida, 400 kV Pugalur - Arasur Transmission Line in Tamil Nadu, part of Power Grid Corporation of India Limited's (PGCIL) prestigious 800 kV Raigarh - Pugalur HVDC project, 400 kV Silchar and Misa Substations in Assam for PGCIL, part of North Eastern Region. It delivered 22% of railway network electrified during the year, totaling to 1,329 route kilometres (RKM); It commissioned railway track laying of 171 RKM. It expanded into technology-enabled areas in Metro Rail, speed upgradation for High-Speed Rail and advanced Signalling & Telecommunication (S&T) systems for Dedicated Freight Corridor. It commissioned a two-lane River Over Bridge in Kochi, six months ahead of schedule by deploying innovative, efficient, and cost-effective techniques.
During 2021-22, the Company incorporated a step-down subsidiary, KEC EPC LLP in Dubai on October 06, 2021. It acquired Spur Infrastructure Private Limited, an EPC company to accelerate the business on October 13, 2021. It commissioned 4 rooftop solar projects aggregating to 13.6 MW, by converting existing industrial plant sheds into solar power generation units. It introduced new railway cables such as 150 & 193 sq. mm. contact wires, feeder, jumper and dropper wires, 125 sq. mm. catenary conductors, signalling power cables, railway OFC cables, and Quad cables for railway applications at its Cables manufacturing units. It completed two Smart City projects in Aurangabad and Bidkin, located in Maharashtra. It commissioned 7 projects ahead of contractual schedule during the year. It widened presence in conventional segments such as speed upgradation, port connectivity, tunnel ventilation and railway siding. It expanded the presence in technology-enabled areas of Urban Infrastructure in Metro electrification - OHE as well as Third Rail, power supply systems, and track laying for reputed Metro clients.
In 2022-23, the Company commissioned first transmission line project in Burkina Faso and received another EPC order for 132 kV substation in the country; commissioned four substations for the critical electrical interconnection project between the countries - Ivory Coast, Liberia, Sierra Leone, and Guinea (CLSG) to Western-African Power Pool (WAPP); commissioned transmission line and a substation project in Mali and Senegal respectively.
In 2023, the Company's wholly owned subsidiary SAE Towers in the Americas, commissioned the EPC projects in Brazil, including 4 transmission lines spanning 900 km and three substations totalling to over 1,000 MVA in Brazil. It launched India's developed Train Collision Avoidance System (KAVACH) and Automatic Block Signalling (ABS), tunnel ventilation, etc.
During the year 2023, the Company introduced new products such as Flat Submersible cables, LV Hybrid cables, PV Solar cables, Concentric cables, Cathodic Protection cables, Railways Signalling Power cables, etc. Further, it developed Green Power and Control cables that are RoHS (Restriction of Hazardous Substances) and REACH compliant. It commissioned 15 transmission line and substation projects in countries such as Malaysia, Thailand, Mali, Burkina Faso, Burundi, and Saudi Arabia. It expanded hardware portfolio with fittings for OPGW, Cross-Rope Steel Wire and Stock Bridge Damping System. Electrified 24% of India's railway network during the year, totalling to 1,564 RKM; commissioned railway track laying of 198 RKM. Contributed to Mission Raftaar (2 x 25 kV Speed upgradation projects) - delivering 11 projects spanning 2,400 RKM; executed more than 35 high rise luxury residential buildings.
In 2022-23, Company worked on 2 projects for Delhi, viz Meerut Regional Rapid Transit System (RRTS), now renamed as RapidX. KEC's first metro project, encompassing viaduct, stations and ballast-less track works, for Kochi Metro Rail Corporation Limited was commissioned from June, 2022; It completed RRTS project - from the Duhai at-grade station to the Sahibabad elevated station; expanded presence in digitalized areas of Metro Electrification - OHE & Third Rail, Power supply systems, and Ballastless track works; demonstrated strong HDD (Horizontal Direction Drilling) execution capabilities with 32', 2.2 km HDD on Brahmani river in Odisha; design, supply, and construction of 225 kV Overhead Transmission Lines (OTL) for SONABEL to connect substations of solar power generation plants and national grid network; installed 400 kV D/C Bogura-Kaliakoir Transmission Line Project (131 km), supply and installation, on turnkey basis, for upgradation of existing Tharamani 230/110/33 kV substation into 400/230- 110/33 kV GIS substation for Tamil Nadu Transmission Corporation Limited (TANTRANSCO); installation, testing, commissioning of standard gauge ballastless track in Main Line from Chembur to Mandale and ballasted, ballastless & special track works in Mandale Depot of Line-2b for MMRDA; Construction of General Civil & Infrastructural Works including land development, process structures, plant and non-plant buildings and Infrastructure Works (road and storm drains) for the greenfield project at Thiruvallur, Tamil Nadu; commissioned the PVC
compounding plant at Vadodara; and commissioned the 16' X 126 Kms Tundla - Gawaria Project.
K E C International Ltd
Directors Reports
To the Members of KEC International Limited
The Directors are pleased to present the Eighteenth Annual Report
(Integrated) of the Company together with Consolidated and Standalone Audited Financial
Statements of the Company for the financial year ended on March 31, 2023.
1. FINANCIAL RESULTS
Rs ( in Crore)
|
Consolidated |
Standalone |
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
| Revenue from Operations |
17,281.71 |
13,742.26 |
15,413.23 |
12,573.27 |
| EBITDA |
829.73 |
903.50 |
849.88 |
1,129.32 |
| Finance Cost |
538.59 |
316.00 |
433.91 |
269.30 |
| Depreciation & Amortisation |
161.48 |
157.86 |
126.96 |
123.32 |
| Profit Before Tax (PBT) |
160.98 |
443.07 |
325.72 |
755.70 |
| Exceptional Items - Gain/(Loss)* |
- |
(43.64) |
(75.57) |
(142.84) |
| PBT after Exceptional Items |
160.98 |
399.43 |
250.15 |
612.86 |
| Tax Expenses |
(15.05) |
67.35 |
69.90 |
178.42 |
| Profit After Tax |
176.03 |
332.08 |
180.25 |
434.44 |
| Dividend on equity shares |
77.13 |
102.84 |
77.13 |
102.84 |
*Exceptional items include an amount o fRs 75.45 Crore towards
provision for impairment of investments in subsidiary company namely KEC Investment
Holdings, Mauritius on account of significant losses incurred by the Company's
step-down subsidiary in Brazil i.e.
SAE Towers Brasil Torres de Transmiss?o Ltda.
2. PERFORMANCE
Financial Performance
The Financial year commenced with unprecedented volatility in commodity
prices and freight rates due to the Russia-Ukraine conflict and ended with a global
outlook of recession, high inflation and high interest rates. Fortunately, in the second
half of the year, commodity prices began stabilizing and global logistics costs came down
to near pre-pandemic levels. Notwithstanding these challenges, the Company has achieved
its highest ever revenues, highest ever order intake and improved in working capital.
Besides this, the Company has built a robust order book on account of its geographical and
business portfolio diversification which are expected to lead to improved performance in
the coming years.
On a consolidated basis, the Company has recorded a robust revenue
growth of 26 percent over the previous year with highest ever revenues of Rs 17,282 Crore
in FY 2022-23.
EBITDA margins were 4.8 percent and net profit margin was 1 percent in
FY 2022-23. The overall margins for the year were affected by unfavourable commodity
prices, higher logistic costs and the adverse performance of the Company's
subsidiary, SAE in Brazil.
The order intake for the FY 2022-23 was at a record level of Rs 22,378
Crore, with a robust growth of 30 percent over the previous year. The order intake has
been contributed primarily by T&D, Civil and Railways businesses and also the Cables
and Oil & Gas operations.
The traction in order intake has significantly expanded the
Company's closing order book to an all-time high of Rs 30,553 Crore. Additionally,
the Company has an L1 position of over Rs 3,500 Crore, diversified across businesses. With
this, the order book plus L1 position stands at over Rs 34,000 Crore, equally divided
between the T&D and Non T&D businesses.
The Company has brought down the net debt including acceptances by ~Rs
1,100 Crore from its peak level of June 2022. The debt level including acceptances stands
below Rs 5,000 Crore at Rs 4,985 Crore as on March 31, 2023, largely at the same level as
last year, despite a growth of 26 percent in the revenue over the previous year. The
Company has also reduced the net working capital by 30 days to 118 days as on March 31,
2023, from its peak level of 148 days in June 2022. The Company is confident of a further
improvement in working capital going forward.
Power Transmission & Distribution (T&D) – The
T&D business has achieved revenues of Rs 8,809 Crore for the year, a growth of 27
percent over the previous year. The growth has been delivered on the back of robust
project execution both within and outside India. The business has significantly expanded
its order book with strong order inflows of over Rs 10,000 Crore across India, Middle
East,
Africa, East Asia Pacific and Americas. In India T&D, the business
secured orders of over Rs 4,000 Crore. The business forayed into emerging areas of Digital
GIS substations and HVDC terminal stations. It also expanded its customer base to include
power producers and refineries in addition to the existing clientele comprising Power Grid
Corporation of India Limited (PGCIL), state utilities and private developers. The recent
growth in orders and focus of the Government on green hydrogen and renewables, reaffirm
the Company's confidence in the sustained growth of the India T&D business. In
International T&D, the business continues to expand its presence with multiple order
wins in key markets. The business has also consolidated its leadership position in the
Middle East market by re-entering Kuwait and securing large Gulf inter-connection orders.
The business is witnessing a significant demand in Tower supply with orders over Rs 2,000
Crore across the Middle East, North and South Americas. During the year, the business has
also reinforced its presence in the international cabling solutions segment with orders
from SAARC and the Middle East. Saudi Arabia is a promising market for the Company with
new imminent projects in the pipeline.
In SAE, the Company's subsidiary in the Americas, record orders of
over Rs 1,500 Crore were secured across Brazil, Mexico and USA. With this, the order book
plus L1 in SAE has increased to ~Rs 1,600 Crore, for supply of towers, hardware and poles
and engineering and testing of towers. The business is witnessing a very healthy pipeline
for lattice structures and poles from the Americas. The robust supply order book, better
business outlook and refinancing of local borrowings gives confidence of delivering
profitable growth in SAE going forward.
The overall tender pipeline in T&D continues to remain strong both
in domestic and international markets given the push for renewables, strengthening of the
existing T&D infrastructure and establishment of new transmission lines, substations
and underground cabling.
Railways – The Railway business has achieved revenues of Rs
3,701 Crore for the year. The business continued to maintain leadership in the
conventional area of Overhead Electrification (OHE) having successfully executed ~24
percent of India's railway electrification in FY 2022-23. The order intake for the
business stands at ~Rs 2,900 Crore, a growth of 15 percent over the previous year. The
orders include conventional OHE/composite projects as well as projects in new areas of
speed upgradation and technologically enabled segment of metros. With the increase in the
capital allocation on Railways in the Union budget, the Company expects the tender
pipeline to improve going forward. The Company continues to focus on international
opportunities across the geographies on the back of its global T&D network.
Civil – The Civil business continues to deliver good
performance with an impressive growth of 75 percent over the previous year with revenues
of Rs 3,319 Crore. The growth has been delivered on the back of robust execution across
all segments. The business has been consistent on the order intake front and has secured
record order inflows of over Rs 6,600 Crore including the single largest order in the
history of the Company of Rs 2,060 Crore in the water segment. During the year, the
business strengthened its presence with significant order wins in the water, industrial,
residential, public spaces and data centre segments. The business has also expanded its
presence in commercial buildings and logistic parks. The uptick in order intake has
significantly enhanced the order book plus L1 to over Rs 10,000 Crore, comprising of
turnkey EPC projects across segments from marquee clients. The Company is confident that
this business will continue to grow going forward.
Oil & Gas Pipelines – The Oil & Gas pipelines
business has registered a healthy growth following the acquisition of KEC Spur
Infrastructure Private Limited in FY 2021-22. The business has achieved revenues of Rs 483
Crore, a robust growth of 2.7 times over the previous year. The business has
secured an order intake of ~ Rs 500 Crore with entry into new areas such as composite
station works which help in augmenting the pipeline laying capacity.
The business continues to focus on widening its market by focusing on
enhancing its pre-qualifications. The business has a strong order book plus L1 of over Rs
1,000 Crore comprising government and private players. The Company is confident of scaling
up this business in the coming years.
Solar – In line with the Government's focus on Green
Hydrogen and associated renewable energy capacity addition of about 125 GW in the country
by 2030, the Company has started refocusing on the Solar business. The business has
commenced execution of its largest solar project of 500 MW in Karnataka secured in the
second half of the year. This project will utilize tracker-based technology, further
enhancing our credentials in the growing renewables market.
Cables – The Cables business continues to deliver a good
performance with the highest ever revenues, order intake and profitability in FY 2022-23.
The business achieved revenues of Rs 1,615 Crore, a growth of 6 percent over the previous
year. The business is also progressing well with the development of new products, most of
which have been successfully commercialized. As a part of backward integration, the
business has commissioned the PVC compounding plant at Vadodara which will help improve
profitability. The Company is confident that this business will continue to grow in terms
of revenue as well as margins.
3. DIVIDEND
The Board of Directors recommends a dividend of Rs 3/- per equity share
(150 percent of the nominal value of Rs 2/- per equity share) for the financial year ended
March 31, 2023. The said dividend if approved, by the Members at the ensuing Annual
General Meeting, would entail a cash outflow of about Rs 77.13 Crore.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution
Policy which details various considerations based on which the Board may recommend or
declare Dividend. The Policy is available on the website of the Company at
https://www.kecrpg.com/policies.
4. TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year
under review.
5. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2023
was Rs 51.42 Crore. There was no change in the share capital during the year under review.
6. DEPOSITS
The Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 ("the Act") and the Rules
framed thereunder during the year under review. As on March 31, 2023, there were no
deposits lying unpaid or unclaimed.
7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company funds its subsidiaries, from time to time, in the ordinary
course of business and as per the funding requirements, through equity, loan and/or
guarantee(s) to meet working capital requirements.
The loans given, investments made and guarantees given and securities
provided during the year under review, are in compliance with the provisions of the
Section 186 of the Act and Rules made thereunder and details thereof are given in the
notes to the Standalone Financial Statements.
8. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of
the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of
the Company, including the financial details of all the subsidiary companies, forms part
of this Annual Report. The Consolidated Financial Statements have been prepared in
accordance with the Accounting Standards prescribed under Section 133 of the Act.
9. SUBSIDIARY AND ASSOCIATE COMPANIES
The Company has eighteen subsidiaries as on March 31, 2023, comprising
of eight direct subsidiaries and ten step-down subsidiaries of which nine subsidiaries are
operating subsidiaries and three subsidiaries function as special purpose vehicles.
The Company has one associate company under Section 8 of the Act for the welfare
of employees.
During the year under review, the Board of Directors had approved
voluntary liquidation of two of the Company's inoperative overseas Wholly Owned
Subsidiaries (‘WOS') namely KEC Global FZ LLC and KEC Global Mauritius,
domiciled in the United Arab Emirates and the Republic of Mauritius respectively. The
liquidation process of KEC Global FZ LLC has been completed and the said entity has been
de-registered with effect from March 08, 2023. Liquidation process of KEC Global Mauritius
is in process.
Performance Highlights
Pursuant to the provisions of sub-section (3) of Section 129 of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the
Financial Statements of each of the subsidiaries and the associate company are set out in
the prescribed Form AOC-1 and the same forms part of the Financial Statements section of
the Annual Report.
The performance highlights of wholly owned operating subsidiaries and
their contribution to the overall performance of the Company during the financial year
ended March 31, 2023 are as under:
Subsidiary |
Performance
during FY 2022-23 (Rs in Crore) |
Contribution
to overall performance of the Company (%) |
|
Revenue |
Profit After Tax |
Revenue |
Profit After Tax |
| KEC Spur Infrastructure Private Limited |
481.06 |
44.12 |
2.78 |
25.06 |
| SAE Towers Brasil Torres de Transmiss?o
Ltda. |
827.21 |
(216.64) |
4.79 |
(123.07) |
| SAE Towers Mexico, S de RL de CV |
489.44 |
18.89 |
2.83 |
10.73 |
| SAE Towers Ltd. |
456.87 |
0.54 |
2.64 |
0.31 |
| KEC International (Malaysia) SDN.BHD. |
101.09 |
15.02 |
0.58 |
8.53 |
| KEC Towers LLC |
450.46 |
29.61 |
2.61 |
16.82 |
| KEC EPC LLC |
426.91 |
32.45 |
2.47 |
18.43 |
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of these subsidiaries are uploaded on the website of the Company i.e.
www.kecrpg. com under ‘Investors' tab. Further, in terms of SEBI
Listing Regulations, the Company has formulated a policy for
determining its ‘material subsidiaries' and the same is available on the website
of the Company at https://www.kecrpg.com/policies.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of sub-section (3) and
sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby
confirm that:
1. in the preparation of the annual accounts for the financial year
ended on March 31, 2023, the applicable Accounting Standards have been followed and no
material departures have been made from the same;
2. we have selected such accounting policies and applied 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 as at March 31, 2023, and of the profit
of the Company for the year ended on March 31, 2023;
3. we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. we have prepared the annual accounts for the
financial year ended on March 31, 2023, on a going concern basis;
5. we have laid down internal financial controls and the same have been
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
6. we have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of SEBI Listing Regulations, a separate
section on Management Discussion and Analysis, Business Responsibility and Sustainability
Report and Corporate Governance Report together with a certificate from a Practicing
Company Secretary confirming compliance with the Regulations relating to Corporate
Governance of SEBI Listing Regulations are set out and form part of this Annual Report.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL 12.1 Directors
During the year under review, appointment of Mr. Vinayak Chatterjee,
Non-Executive Non-Independent Director of the Company, was approved by the Members of the
Company at the Annual General Meeting held on June 30, 2022.
Mr. Vimal Kejriwal was re-appointed as Managing Director & CEO of
the Company by the Members on August 04, 2021 effective April 01, 2022 for a period of 2
years. The present term of Mr. Vimal Kejriwal as Managing Director & CEO will end on
March 31, 2024. Based on the performance evaluation of Mr. Vimal Kejriwal, the Nomination
and Remuneration Committee and the Board of Directors of the Company at their respective
meetings held on May 03, 2023 recommended the extension of his tenure as Managing Director
& CEO of the Company w.e.f. April 01, 2024 to March 31, 2025, subject to approval of
Members at the ensuing Annual General Meeting.
Pursuant to the provisions of sub-section (6) of Section 152 of the Act
and Articles of Association of the Company, Mr. Vimal Kejriwal, Managing Director &
CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing
Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and
other details of Mr. Kejriwal are given in the Notice convening the ensuing Annual General
Meeting.
The Board recommends the re-appointment of Mr. Vimal Kejriwal as stated
above in the ensuing Annual General Meeting.
12.2 Key Managerial Personnel (KMP)
Pursuant to the provisions of sub-section (51) of Section 2 and Section
203 of the Act read with the Rules framed thereunder, the following persons are the Key
Managerial Personnel of the Company as on March 31, 2023:
1. Mr. Vimal Kejriwal, Managing Director & CEO;
2. Mr. Rajeev Aggarwal, Chief Financial Officer; and
3. Mr. Amit Kumar Gupta, Company Secretary.
During the year under review, there were no changes in the Key
Managerial Personnel of the Company.
12.3 Declaration by Independent Directors
In terms of the provisions of sub-section (6) of Section 149 of the Act
and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company
has received declarations from all the Independent Directors of the Company that they meet
the criteria of independence, as prescribed under the provisions of the Act and SEBI
Listing Regulations, as amended from time to time. There has been no change in the
circumstances affecting their status as an Independent Director during the year. Further,
the Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses, if
any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of
the Company.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standards of integrity.
As per the proviso to Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are
exempted from undertaking the online pro_ciency self-assessment test.
12.4 Board Evaluation
The Board has carried out an annual performance evaluation of its own
performance, the Directors individually and of its Committees pursuant to the provisions
of the Act and the SEBI Listing Regulations.
The Board evaluation was conducted through a structured questionnaire
designed, based on the criteria for evaluation laid down by the Nomination and
Remuneration Committee. In order to have a fair and unbiased view of all the Directors,
the Company engaged the services of an external agency to facilitate the evaluation
process.
A meeting of Independent Directors was held on March 21, 2023 chaired
by Mr. A. T. Vaswani, Lead Independent Director, to review the performance of the
Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a
whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing
Regulations. The Independent Directors also discussed the quality, quantity and timeliness
of flow of information between the Company management and the Board, which is necessary
for the Board to effectively and reasonably perform their duties. The feedback of the
meeting was shared by Lead Independent Director with the Board of the Company.
The action areas identified out of evaluation process have been
discussed and are being implemented.
12.5 Familiarisation Programme for Independent Directors
The details of the induction and familiarisation programme are
explained in the Report on Corporate Governance and are also available on the
Company's website i.e. www.kecrpg.com under ‘Investors' tab.
12.6 Policy on Appointment and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel
The Board of Directors has adopted a Nomination and Remuneration Policy
in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing
Regulations dealing with appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel.
The policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of its Directors, Key Managerial Personnel and
Senior Management Personnel. The said Policy is annexed to this Report as Annexure
‘A' and is also available on the Company's website i.e. www.kecrpg.com
under ‘Investors' tab.
12.7 Meetings of the Board of Directors
During the year under review, the Board of Directors met five times.
The details are given in the Corporate Governance Report which forms a part of the Annual
Report.
12.8 Meetings of the Audit Committee
During the year under review, the Audit Committee met eight times. The
details of the meetings, composition and terms of the reference of the Committee are given
in the Corporate Governance Report which forms a part of the Annual Report.
13. AUDITORS 13.1 Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, Chartered
Accountants (Firm Registration No. 012754N/N500016) ("PwC"), were appointed as
the Statutory Auditors of the Company to hold office for a second term of five years from
the conclusion of the Seventeenth Annual General Meeting until the conclusion of the
Twenty Second Annual General Meeting.
The Statutory Auditors' Report for FY 2022-23 does not contain any
qualifications, reservations, adverse remarks or disclaimers and no frauds were reported
by the Auditors under sub-section (12) of Section 143 of the Act.
13.2 Cost Auditors
In terms of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its
steel and cables manufacturing facilities in India and have the cost records audited by a
qualified Cost Accountant.
The Board of Directors of the Company at its meeting held on May 03,
2023 on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit
Mehta and Co., Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for
the FY 2023-24 and recommends their remuneration to the Members for their rati_cation at
the ensuing Annual General Meeting.
The Cost Auditors' Report of FY 2021-22 did not contain any
qualifications, reservations, adverse remarks or disclaimers and no frauds were reported
by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act. The
said Cost Audit Report was filed with the Ministry of Corporate Affairs on August 24,
2022.
13.3 Secretarial Auditors
In terms of the provisions of Section 204 of the Act and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as
Secretarial Auditors to conduct Secretarial Audit for the FY 2022-23. The Secretarial
Audit Report in Form MR-3 is annexed to this report as Annexure ‘B'. The
said Secretarial Audit Report does not contain any qualifications, reservations or adverse
remarks and no frauds were reported by the Secretarial Auditors to the Company under
sub-section (12) of Section 143 of the Act.
14. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY
The Sustainability and Corporate Social Responsibility
("SCSR") Committee of the Board of Directors_inter alia_gives strategic
direction to the Corporate Social Responsibility (CSR) initiatives, formulates and reviews
annual CSR plans and programmes, formulates annual budget for the CSR programmes, monitors
the progress on various CSR activities and sustainability. The sustainability areas inter
alia include to review performance on sustainability goals, targets and strategy,
review and recommend to the Board a Sustainability Report. Details of the composition of
the SCSR Committee have been disclosed separately as part of the Corporate Governance
Report.
The CSR Policy of the Company adopted in accordance with Schedule VII
of the Act, outlines various CSR activities to be undertaken by the Company in the areas
of promoting education,enhancingvocationalskills,promotinghealthcare including preventive
healthcare, community development, heritage conservation and revival etc. The CSR policy
of the Company is available on the Company's website i.e. www.kecrpg.com under
‘Investors' tab.
The Company, in line with sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, carried out impact assessment
through an independent agency in the FY 2022-23 for the applicable projects. The impact
assessment report is available on the Company's website at https://www.kecrpg.com/
corporate-governance-csr
During the year under review, the Company continued with its ongoing
CSR programmes in terms of the Annual Action Plan of the Company. The report on CSR
activities as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended from time to time, is annexed to this Report as Annexure ‘C'.
15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE
The Company has adopted the RPG Code of Corporate Governance &
Ethics ("RPG Code") which is applicable to all the directors and employees of
the Company. The Code provides for the matters related to governance, compliance, ethics
and other matters. The Code lays emphasis amongst others that all the activities and
business conducted are free from the influence of corruption and bribery in line with the
anti-corruption and anti-bribery laws and the Anti-Bribery and Anti-Corruption Policy and
the Conflict of Interest Policy adopted by the Company. The Corporate Governance &
Ethics Committee (CGEC) oversees the ethical issues and acts as a central body to monitor
the compliance of the Code. To raise awareness of the Code amongst employees, the Company
conducts regular awareness workshops right from the induction stage to periodic courses on
a mandatory basis for all employees.
In accordance with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a
Policy on Prevention of Sexual Harassment at Workplace ("the Policy") to ensure
prevention, prohibition and redressal of sexual harassment at workplace. The Policy has
been formed to prohibit, prevent and deter the commission of the acts of sexual harassment
at workplace and to provide the procedure for redressal of complaints pertaining to sexual
harassment. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. The Company values and hence provides an equal
employment opportunity and is committed for creating a healthy working environment that
enables employees to work without fear of prejudice, gender bias and sexual harassment.
The Company also believes that all employees of the Company have the right to be treated
with dignity. All employees are covered under this Policy and the Policy is gender
neutral. The orientation programs for new employees include awareness sessions on
prevention of sexual harassment and upholding the dignity of employees. During the year,
the Company also conducted an awareness workshop for all the employees. No complaint of
any nature was received during the year.
16. VIGIL MECHANISM//WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section
177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations
for the directors, its employees as well as external stakeholders (customers, vendors,
suppliers, outsourcing partners, etc.) to raise their concerns or observations without
fear, or report instances of any unethical or unacceptable business practice or event of
misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code etc.
The Policy provides for protecting confidentiality of those reporting
violation(s) as well as evidence submitted and restricts any discriminatory practices
against complainants. The Policy also provides for adequate safeguards and protection
against victimization of persons who avail such mechanism. To encourage employees to
report any concerns and to maintain anonymity the Policy provides direct access for
grievances or concerns to be reported to the Corporate Governance and Ethics Committee
(CGEC), a Committee constituted for the administration and governance of the Policy. The
Policy also facilitates direct access to the Chairman of the Audit Committee in
appropriate and exceptional cases. The Policy can be accessed on the Company's
website i.e. www.kecrpg.com under ‘Investors' tab.
17. RISK MANAGEMENT POLICY
The Company is a global infrastructure major engaged in Engineering,
Procurement and Construction ("EPC") business and is exposed to various risks in
the areas it operates. In a fast changing and dynamic business environment, the risk of
geo-political and economic uncertainties, commodity price variation and currency
fluctuation, interest rate fluctuation and cyber threats have increased manifold. The
Company's Risk Management Policy outlines guidelines in identification, assessment,
measurement, monitoring, mitigating, and reporting of key business risks associated with
the activities conducted. The risk management mechanism forms an integral part of the
business planning and review cycle of the Company.
It is designed to provide reasonable assurance towards achievement of
its goals by integrating management control into daily operations, ensuring compliance
with legal requirements and safeguarding the integrity of the Company's financial
reporting and the related disclosures.
The Company has a mechanism in place to inform the Risk Management
Committee and Board members about risk assessment, minimization procedures and periodical
review thereof. The Risk Management Committee of the Company inter alia reviews
Enterprise Risk Management functions of the Company and ensures appropriate methodology,
processes and systems are in place to monitor and evaluate risks associated with the
business of the Company.
The Committee periodically validates, evaluates, and monitors key risks
and reviews the measures taken for risk management and mitigation. The key business risks
faced by the Company and the various mitigation measures taken by the Company are detailed
in the Management Discussion and Analysis section.
18. INTERNAL FINANCIAL CONTROL
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in the Management Discussion and Analysis
section.
19. RELATED PARTY TRANSACTIONS
All transactions entered into by the Company with related parties were
in the ordinary course of business and at arm's length basis. The Audit Committee
grants an omnibus approval for the transactions that are in the ordinary course of the
business and repetitive in nature. For other transactions, the Company obtains specific
approval of the Audit Committee before entering into any such transactions. For material
related party transaction, the Company obtains prior approval of the Members of the
Company. A statement giving details of all Related Party Transactions are placed before
the Audit Committee on a quarterly basis for its review. Disclosure of related party
transactions as required under Indian Accounting Standards ("IND AS") -24 have
been made in the Note No. 56 to the Standalone Financial Statements.
There are no materially significant related party transactions entered
into by the Company with its Directors/Key Managerial Personnel or their respective
relatives, the Company's Promoter(s), its Subsidiaries/Joint Ventures/ Associates or
any other related party, that may have a potential conflict with the interest of the
Company at large.
Pursuant to SEBI Listing Regulations, the resolution seeking approval
of the Member on material related party transactions with Al Sharif Group & KEC
Limited Company, subsidiary of the Company, is being proposed at the ensuing Annual
General Meeting. The Board recommends the said resolution for approval by the Members.
The Policy on related party transactions, as formulated by the Board is
available on the Company's website i.e. www.kecrpg.com under ‘Investors'
tab.
20. ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is available on the website of the Company i.e. www.kecrpg.com under
‘Investors' tab.
21. ENVIRONMENT HEALTH AND SAFETY (EHS)
The Company had undertaken various measures for effective and uniform
implementation of EHS management across all the verticals, in line with the commitment to
achieve its objective of providing an injury free workplace for all. The Company continues
to be certified under the latest international standards of Integrated Management System
that encompasses ISO 9001:2015, ISO 14001: 2015 and ISO 45001:2018 standards.
The Company has successfully implemented digital platform and analytics
to enable data driven decisions, improve safety, and ensure strict adherence to safety
rules and procedures. It has migrated to a digital Environment, Health and Safety (EHS)
reporting system which provides a real time reporting & escalation framework at all
levels of the organization, enabling immediate action. To strengthen the EHS compliances,
digital applications like E-work permits and last-minute risk assessment have been
implemented across all verticals.
The Company is proactively committed toward ESG priorities which have
been integrated into its business operations, to ensure sustainable growth.
The Company continues to invest in imparting industry specific EHS
training by leveraging cutting-edge technologies such as Virtual and Augmented Reality and
focus on risk-based safety and skill development to its employees and workmen, to ensure
that all its stakeholders become more safety conscious and thereby improve the
organization's approach towards prevention of loss.
During the year, the Company has bagged various EHS awards and
appreciation from its prestigious customers and independent agencies including National
Safety Council of India, British Safety Council, Greentech Foundation and Construction
Industry Development Council.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has a strong commitment towards conservation of energy,
natural resources and adoption of latest technology in its areas of operation. The
particulars relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed to this report as Annexure ‘D'.
23. PARTICULARS OF EMPLOYEES
In terms of the requirements of sub-section (12) of Section 197 of the
Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining
to the remuneration and other details, are annexed to this Report as Annexure
‘E'.
The statement containing names and other details of the employees as
required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3)
of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the
Act, the Annual Report is being sent to the Members and others entitled thereto, excluding
the aforesaid information. The said information is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company.
24. HUMAN RESOURCE/INDUSTRIAL RELATIONS
The Company understands that employees are its most valuable asset and
recognizes talent as the primary source of competitive edge. Recognizing the crucial role
of talent, the Company remains committed to enhancing its capabilities by creating a pool
of talented individuals through dedicated talent pipelines and providing opportunities for
developing competencies in areas such as Behavioral, Technical, Functional, and Digital
skills. The Company remains focused on various learning and development initiatives to
upgrade the skills and capabilities of its workforce.
Creating employee happiness has been a focus area for concerted
efforts, which has led to conceptualizing, evolving and implementation of Happiness
Framework, with the sole purpose of creating and sustaining Employee Engagement.
The COVID-19 pandemic has highlighted the importance of digitalization,
leading to the implementation of several initiatives to ensure the safety and well-being
of employees. This has resulted in a new way of working that relies on data-driven
decision-making.
The Company prioritizes diversity in its workforce throughout the
organization, as it improves collective skills and encourages a culture of creativity.
Embracing diversity and inclusivity is a fundamental principle that ensures all employees
have equal and fair opportunities.
The employee relations remained cordial throughout the year. As on
March 31, 2023, the Company had 6,429 permanent employees, excluding its subsidiaries. The
Board places on record its sincere appreciation for the valuable contribution made by the
employees across all levels whose enthusiasm, team efforts, devotion and sense of
belonging have always made the Company proud.
25. INTEGRATED ANNUAL REPORT
The Company has voluntarily published Integrated Annual Report for the
financial year 2022-23, prepared as per IR Framework recommended by the International
Integrated Reporting Council (IIRC) and the same is aimed at providing the Company's
stakeholders a comprehensive depiction of the Company's financial and non-financial
performance. The Report provides insights into the Company's key strategies,
operating environment, risks and opportunities, governance framework and its approach
towards long-term sustainable value creation across six capitals viz. financial capital,
manufactured capital, intellectual capital, human capital, social and relationship capital
and natural capital.
26. OTHER DISCLOSURES
The Directors state that no disclosures or reporting is required in
respect of the following items, as the same is either not applicable to the Company or
relevant transactions/events have not taken place during the year under review: a. The
Company has not issued any equity shares with differential rights as to dividend, voting
or otherwise. b. The Company has not issued shares (including sweat equity shares) to
employees under any scheme. c. There was no revision in the financial statements. d. There
has been no change in the nature of business of the Company as on the date of this report.
e. The Managing Director & CEO of the Company did not receive any remuneration or
commission from any of its subsidiaries. f. 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. g. There have been no material changes or commitments
affecting the financial position of the Company which have occurred between the end of the
financial year and the date of this report. h. There are no proceedings, pending under the
Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution
for the end of financial year March 31, 2023. i. There was no instance of one-time
settlement with any Bank or Financial Institution.
The Company has been in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India, during the financial
year.
27. ACKNOWLEDGEMENT
The Directors take this opportunity to thank the Central and State
Government Departments, Organizations and Agencies in India and Governments of various
countries where the Company has its operations for their continued support and
co-operation. The Directors are also thankful to all valuable stakeholders viz.,
customers, vendors, suppliers, banks, financial institutions, joint venture partners and
other business associates for their continued co-operation and excellent support provided
to the Company during the year. The Directors acknowledge the unstinted commitment and
valuable contribution of all employees of the Company.
The Directors also appreciate and value the trust reposed in them by
Members of the Company.
28. ANNEXURES
The following annexures, form part of this Report: a. Nomination and
Remuneration Policy – Annexure ‘A' b. Secretarial Audit Report
– Annexure ‘B' c. Annual Report on Corporate Social Responsibility
– Annexure ‘C' d. Conservation of Energy,
Technology Absorption and Foreign Exchange earnings and outgo – Annexure
‘D' e. Information under sub-rule (1) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 – Annexure
‘E'
For and on behalf of the Board of Directors
|
Harsh V. Goenka |
| Place: Mumbai |
Chairman |
| Date: May 03, 2023 |
(DIN: 00026726) |
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