K C P Ltd
Directors Reports
Your Directors take pleasure in presenting their 78th Annual Report of the company
together with the Audited Financial Statements for the financial year ended 31st March,
2019.
1. Financial Results:
Rs. in Lakhs
| Particulars |
For the year ended |
For the year ended |
|
31-03-2019 |
31-03-2018 |
31-03-2019 |
31-03-2018 |
|
Stand Alone |
Consolidated (GROUP) |
| Revenue from Operations |
114,117 |
105,208 |
166,057 |
151,251 |
| Profit for the year (PBDIT) |
14,054 |
19,669 |
23,789 |
25,558 |
| Less: a) Interest and Finance charges |
3,381 |
3,529 |
3,871 |
4,234 |
| b) Depreciation |
5,193 |
4,903 |
7,562 |
7,051 |
| Profit before Tax |
5,480 |
11,237 |
12,357 |
14,273 |
| Tax Expense |
1,529 |
3,110 |
1,529 |
3,112 |
| Profit for the Year |
3,951 |
8,127 |
10,828 |
11,161 |
| Add : Share of Profit from Joint Veture |
|
|
157 |
105 |
| Less : Non-Controlling Share of Profit |
|
|
2,762 |
2,315 |
| Profit / (Loss) after Non controlling interest |
3,951 |
8,127 |
8,222 |
8,952 |
| Other Comprehensive Income (OCI) |
-207 |
-27 |
928 |
-363 |
| Add : Share of OCI from Joint Venture |
|
|
-29 |
-30 |
| Less : Non-Controlling Share of OCI |
|
|
382 |
-102 |
| OCI after Non controlling share |
-207 |
-27 |
517 |
-291 |
| Total Comprehensive Income (TCI) |
3,745 |
8,100 |
11,884 |
10,873 |
| Less : Non-Controlling Share of TCI |
|
|
3,144 |
2,213 |
| Total Comprehensive income after minority interest |
3,745 |
8,100 |
8,739 |
8,661 |
2. Indian Accounting Standards (IND AS)
The financial statements are prepared in accordance with Indian Accounting Standards
(Ind AS) under the historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values, the provisions of the Companies
Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are
prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016.
3. Dividend
The Board has recommended for the approval of the shareholders at the ensuing Annual
general Meeting a dividend of Re 1/- per share (100% on paid-up share capital).
4. Transfer to Reserves
The company has not transferred any amount to the reserves for the year ended March 31,
2019.
5. Share Capital
The paid up Equity Share Capital as on March 31, 2019 is Rs.12,89,21,160 During the
year, the Company has not issued any shares or convertible securities. The Company does
not have any Scheme for issue of shares including sweat equity to the employees or
Directors of the Company.
No disclosure is required under Section 67(3)(c) of the Act, 2013 as the provisions of
the said Section are not applicable
6. Credit Rating
CRISIL has reaffirmed the ratings of the Company for the bank loan facilities and other
debt facilities as detailed below.
| Long Term Rating |
CRISIL A-/Positive (Outlook revised from 'Stable' and rating reaffirmed) |
| Short Term Rating |
CRISIL A2+ (Reaffirmed) |
| Non-Convertible Debentures |
CRISILA-/Positive (Outlook revised from 'Stable' and rating reaffirmed) |
| Fixed Deposits |
FA/Positive (Outlook revised from 'Stable' and rating reaffirmed) |
7. Fixed Deposits:
The total amount of Fixed Deposits outstanding as on 31st March, 2019 was
Rs.8696.49 lacs as compared to the amount of Rs.8740.48 lacs as on 31-3-2018. As on 31st
March, 2019, Fixed Deposits matured and remained unclaimed were Rs.426.25 lacs from 296
depositors. As on the date of this report, Fixed Deposits relating to 73 Depositors
amounting to Rs.129.51 lacs have been renewed and Fixed Deposits of Rs.95.89 lacs of 18
depositors repaid.
Depositors have been intimated regarding the maturity of deposits with a request to
either renew or claim their deposits. As per the provisions of Section 125 of the
Companies Act, 2013, deposits remaining unclaimed for a period of seven years from the
date they became due for payment have to be transferred to the Investor Education and
Protection Fund (IEPF) established by the Central Government. Accordingly, during the
year, an amount of Rs. 1.62 Laksh towards unclaimed deposits and Rs. 2.1 Lakhs towards
Stale cheque unclaimed on deposits has been transferred to the IEPF.
8. Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the Notes to Financial Statements.
9. Management Discussion & Analysis report:
In terms of the provisions of Regulation 34(2) of the Listing Regulations, the
Management Discussion and Analysis forms part of this Report and all matters pertaining to
Industry structure and developments, opportunities and threats, segment/product wise
performance, outlook, risks and concerns, internal control and systems, etc are discussed
in this report.
10. Line 2 Expansion of Brown field cement project, Muktyala:
The Company has commenced the operation of Brown Field Cement Project at Muktyala and
the details are provided in Management discussion and Analysis
11. Particulars of Contracts or Arrangements with Related Parties:
The Company has developed a Policy on Related Party Transactions and all transactions
with Related Parties are placed before the Audit Committee as also the Board for approval.
Prior omnibus approval of the Audit Committee and the Board is obtained for the
transactions which are foreseeable and of a repetitive nature. The transactions entered
into pursuant to the approvals so granted are subjected to audit and a statement giving
details of all related party transactions is placed before the Audit Committee and the
Board of Directors on a quarterly basis. The statement is supported by a certificate from
the Executive Chairman and the CFO.
The details of contracts or arrangements entered with the related parties along with
the Justification is provided in Form AOC 2 as Annexure- 6 of this report.
There were no materially significant related party transactions with Promoters,
Directors, Key Managerial Personnel or other designated persons, which may have a
potential conflict with the interest of the Company.
Mr. Ravi Chitturi, appointed as Chief Operating Officer of engineering unit has not
joined during the year ended 31st March, 2019 due to his preoccupation.
No whole time Director or Managing Director of the company is in receipt of any salary
or Commission from Subsidiary company in terms of Section 197(4) of the Companies Act,
2013.
12. Corporate Social Responsibility (CSR)
As part of its initiatives under "Corporate Social Responsibility (CSR), the
Company has undertaken projects in the areas of Education, Livelihood, Women empowerment,
Health, Water and Sanitation. These projects are in accordance with Schedule VII of the
Companies Act, 2013.
The Company has constituted a CSR Committee in accordance with Section 135 of the
Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR
Policy indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy may be accessed on the Company's website at www.kcp.co.in .
The Company's CSR Policy as stated earlier is in alignment with the requirements of the
Act. The CSR Policy Statement and Report on the activities undertaken during the year is
annexed to the Board's Report as Annexure '3'.
Details of various social projects and initiatives undertaken as part of our Corporate
Social Responsibility are given in report on CSR activities which forms part of this
Annual Report.
13. Risk Management
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. The business risk
framework defines the risk management approach across the organization at various levels,
including documentation and reporting.
The Board of Directors of the Company has formed a Risk Management Committee (even
though not mandatory) to monitor the risk management plan for the Company and ensuring its
effectiveness. The key risks identified by the Company and their mitigation measures are
as under:
Raw Materials: Limestone being one of the primary raw materials used in the
manufacture of cement, it is imperative for the Company to ensure its uninterrupted
long-term availability.
As per the Mines and Minerals (Development & Regulation) Amendment Act 2015
(MMDR),mining leases granted before the commencement of the Act, for captive use are
available to the Company till the completion of their existing period of lease. Going
forward the new mining leases will be allotted for a period of fifty years through fresh
auctions.
To address the risks of raw material availability, the Company has taken various
measures to augment resources by initiating the process for participating in auctions with
a view to securing new mining leases for its existing plants as well as for its expansions
at different locations, bearing in mind that limestone is a gradually depleting natural
resources.
Cyber Security: With increased reliance on IT systems and the widespread usage of
internet for doing business there is a constant threat to the Company's sensitive data
assets being exposed to unethical hacking and misuse. The ramifications from cyber-attacks
may not only be confined to mere loss of data but may also result in business and
reputation loss.
The Indian Government having recognized the cyber risks, has also introduced tighter
Cyber Security laws.
Responsibilities have been entrusted to the Directors of the Company under the
Companies Act, 2013 to take appropriate steps to ensure cyber security.
The Company's cyber security management framework aligns with industry standards and
regulations.
The Company has adequate processes and systems in place to review on a regular basis
the cyber security risks.
Legal Risks: The risks arising out of pending legal cases are reviewed on a regular
basis by the Board from the perspective of probability of imposition of heavy penalty or
receiving adverse orders which could have a high financial and/or reputational impact on
the Company.
All-important cases are closely monitored by the Company and a broad strategy is
outlined for effective management of litigation related risks..
Financial risk:
The financial risk for your Company emanates from fluctuations in interest rate,
exchange rate and commodity prices. Your Company has well defined policies for foreign
exchange, treasury investments, interest rate and imported coal hedging. The policies are
reviewed periodically to align with the changes in financial market practices and
regulations.
Regarding Capital Management, the Company regularly considers alternative financing
opportunity to diversify its debts profile, reduce interest costs and align maturity
profile of its debt commensurate with life of the assets and closely monitors its
judicious allocations among competing capital expansion projects to capture market
opportunities at minimum risk.
Competition Risks:
The Cement Industry is becoming intensely competitive with the foray of new entrants
and some of the existing players adopting growth strategies. To mitigate this risk, the
Company is leveraging on its expertise, experience and it's created capacities to increase
market share, enhance brand equity / visibility and enlarge product portfolio and service
offerings.
The Risk Management Committee of the Board was appraised of steps taken to mitigate the
above said risks.
Risks, Concerns and Threats
The Company has formulated a Risk Management Policy, which is available on company
website www.kcp.co.in . .
14. Internal controls system and their adequacy
The internal financial controls within the Company are commensurate with the size,
scale and complexity of its operations. The controls were tested during the year and no
reportable material weaknesses either in their design or operations were observed. The
Company has robust policies and procedures which, inter alia, ensure integrity in
conducting its business, safeguarding of its assets, timely preparation of reliable
financial information, accuracy and completeness in maintaining accounting records and
prevention and detection of frauds and errors and the Board has adopted policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, and timely preparation of reliable financial
disclosures.
15. Vigil mechanism / Whistle blower policy
We have over the years established a reputation for doing business with integrity and
displays zero tolerance for any form of unethical behaviour. Whistle blower policy is the
vigil mechanism instituted by the Company to report concerns about unethical behaviour in
compliance with the requirements of the Act and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Audit Committee of the Board oversees the functioning of this policy. Protected
disclosures can be made by a whistle blower through several channels to report actual or
suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. Details
of the Whistle blower policy have been disclosed on its Company's website www.kcp.co.in
.
16. Subsidiary, Associate and Joint venture companies Joint venture
Our company has a joint venture company Fives Cail KCP Limited.
Subsidiary Company:
Your Company does not have any Indian Subsidiary company.
KCP Vietnam Industries Limited, Vietnam is the material subsidiary as per the
thresholds laid down under the SEBI Listing Regulations.
The Board of Directors of the Company has approved a Policy for determining material
subsidiaries in line with the SEBI Listing Regulations as amended and the Policy has been
uploaded on the Company's website. www.kcp.co.in .
Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind -AS 110 issued by the
Institute of Chartered Accountants of India, Consolidated Financial Statements presented
by the Company include the financial statements of its subsidiary.
In terms of provisions of Section 136 of the Companies Act, 2013, separate audited
accounts of the subsidiary companies shall be available on its website at www.kcp . co.in. The Company will make available physical copies of
these documents upon request by any shareholder of the Company interested in obtaining the
same.
These documents shall also be available for inspection at the registered office of the
Company during business hours up to the date of ensuing Annual General Meeting (AGM).
The Audit Committee and Board review the financial statements, significant
transactions, working and the financial results of the subsidiary company in Vietnam, KCP
Vietnam Industries Limited.
There is no material change in the nature of the business of the subsidiary. A
statement containing brief financial details of the subsidiary and Joint venture company
is included in the Annual Report in Form AOC 1 as Annexure 5.
No company ceased to be its Subsidiary, joint venture or associate company during the
year
17. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9, as required
under Section 92 of the Act, is annexed as Annexure '4' which forms an integral part of
this Report and Form MGT 7 is also available on the Company's website viz. www.kcp.co.in .
18. Human resources / industrial relations
Our Company continuously focus on people related programmes aimed at attracting,
developing and retaining talent within organisation by way of:
a) Employee Engagement - Company enjoys high engagement levels from its employees which
is reflected in its consistently improving performance. Company continuously aims to
enhance the engagement levels of its people by ensuring that its business practices are in
alignment with the holistic growth and development of its people which drives them to be
actively engaged with the Company.
b) Talent Management - Company is continuously working on strengthening and building
talent in its Human Resources management team for supporting its growth.
c) Work Environment - Company provides a congenial work atmosphere where every employee
enjoys his work and It works on creating people practices which makes it the best place to
work for everyone.
d) Occupational Health & Safety
Safety of employees and workers is of utmost importance to the Company. To reinforce
the safety culture in the
Company, it has identified occupational Health & Safety as one of its focus areas.
Various training programmes have been conducted at the plants.
The Company continuously undertakes initiatives aimed at providing a healthy and safe
workplace to its people.
Company regularly conducts Safety Audit to identify and eliminate potential safety
risks through an objective assessment of various equipments. Further, Mock drills on
emergency preparedness are conducted to meet any contingency.
Industrial Relations
Employee Relations at all the Units and divisions of the company remained cordial.
19. Sustainability
Company's sustainability initiatives are focussed on low carbon emission, use of
alternate fuels, water & resource conservation and environment management. Focus on
sustainability is manifested in the Company being recognised as one of the most efficient
cement manufacturing organisation with low energy consumption levels, use of alternative
fuel and raw materials, low GHG emissions, etc.
20. Report under the Prevention of Sexual Harassment Act
Pursuant to the Prevention of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed there under Company has implemented
a policy on prevention, prohibition and redressal of sexual harassment at the workplace,
All women, permanent, temporary or contractual including those of service providers are
covered under the policy and an Internal Complaints committee has been formed to redress
the complaints. There were no complaints reported during the year.
21. Directors and KMP
Sri.V.Gandhi, Technical director of the company has retired from the services of the
company and resigned as Technical Director of the company with effect from 151
April, 2019.
As per the provisions of section 152 of the Companies Act, 2013 read with the Articles
of Association of the Company, Dr. V.L. Dutt, Director retires by rotation at the
forthcoming Annual General Meeting and being eligible offers himself for reappointment and
the requisite details in this connection is contained in the notice convening the meeting
and the Corporate Governance Report.
Sri. O. Swaminatha Reddy, Independent Director of the company has conveyed his
intention not to seek reappointment for second term.
Nomination and Remuneration committee has recommended for the re-appointment of Sri.
V.H. Ramakrishnan, Sri. Vijay Sankar, Sri. P.S. Kumar and Sri. M. Narasimhappa as
independent directors of the company for second term of 5 consecutive years.
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under section 149(6) of the
Companies Act, 2013 and also comply with Regulations 16 and 25 of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) for reappointment.
A brief resume of the Director proposed to be re-appointed, the nature of their
expertise in specific functional areas, names of companies in which they have held
Directorships, committee memberships/ chairmanships, their shareholding in the company
etc., are furnished in the explanatory statement to the notice of the ensuing Annual
General Meeting of the company (AGM).
The Directors recommend their re-appointments at the ensuing AGM.
22. Disclosure on Audit Committee
The Audit Committee as on March 31, 2019 comprises of the following Directors:
Sri.O.Swamintha Reddy (Chairman upto 28.05.2019), Smt. V. Kavitha Dutt, Joint Managing
Director, Sri V.H. Ramakrishnan, Sri. Vijay Sankar, Sri. P.S. Kumar (Chairman from
29.05.2019) and Sri. M. Narasimhappa are members of the committee.
All recommendations of Audit Committee were accepted by the Board of Directors.
23. Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this report.
24. Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. K.S. Rao
& Company Chartered Accountants, (Firm Registration No.003109S) Hyderabad have been
appointed as Statutory Auditors of the Company for a term of five consecutive years, to
hold office from the conclusion of the 74th Annual General Meeting until the conclusion of
79th Annual General Meeting of the Company on such remuneration as may be decided by the
Board on the recommendations of Audit Committee of the Company.
The requirement for the annual ratification of auditors' appointment at the AGM has
been omitted pursuant to Companies (Amendment) Act 2017 notified on May 7, 2018.
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
25. Cost Auditors and their Report
As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s
Narasimhamurthy & Co, Cost Accountants, Hyderabad and M/s Mahadevan & Co, Chennai
as the Cost Auditors for the Cement and Engineering units for the year 2018-19 were
re-appointed as Cost Auditors for the financial year 2019-20 to conduct cost audit of the
accounts maintained by the Company in respect of the various products prescribed under the
applicable Cost Audit Rules.
The remuneration of Cost Auditors has been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite resolution for ratification of
remuneration of Cost Auditors by members of the Company has been set out in the Notice of
ensuing annual general meeting. The Cost Auditors have certified that their appointment is
within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified from appointment within the meaning of the said Act.
The Cost Audit Report for the financial year 2017-18 of M/s Narsimhamurthy & Co,
Cost Accountants, Hyderabad and Mahadevan & Co, Chennai, in respect of the various
products prescribed under Cost Audit Rules was filed with the Ministry of Corporate
Affairs within the due date.
26. Secretarial Auditors and their Report
As required under Section 204 of the Companies Act, 2013 and Rules Thereunder, the
Board has appointed Mrs. Sobana Pranesh, Practising Company Secretary as Secretarial
Auditor of the Company for financial year 20192020.
The Secretarial Audit Report submitted by her in the prescribed form MR- 3 is attached
as 'Annexure- 7' to this Report.
There are no qualifications or observations or adverse remarks or disclaimer of the
Secretarial Auditors in the Report issued by them for the financial year 2018-19.
Details in respect of frauds reported by Auditors other than those which are reportable
to the Central Government
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013 and rules made there under.
27. Policy on Directors' Appointment and Remuneration and Other Details
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy
on appointment of Board members including criteria for determining qualifications,
positive attributes, independence of a Director and the Policy on remuneration of
Directors, KMP the Board has on the recommendation of the NRC framed a policy for
selection and appointment of Directors, Senior Management and their remuneration and also
framed the criteria for determining qualifications, positive attributes and independence
of directors. The Remuneration Policy and criteria for Board nominations are available on
the Company's website at http://www.kcp.co.in/investors/Policies-Codes
28. Policy on Directors' appointment and Policy on remuneration
The Board shall have minimum 6 and maximum 14 directors, unless otherwise approved. The
Company shall have such person on the Board who complies with the requirements of the
Companies Act, 2013, SEBI Regulations, Memorandum of Association and Articles of
Association of the Company.
Composition of the Board shall be in compliance with the SEBI Regulations. Majority of
the Directors shall have specialised knowledge/experience in the areas like Banking,
Accountancy, Finance, etc.
The Company has constituted the Nomination and Remuneration committee, which has
formulated the criteria for determining qualifications, positive attributes and
independence of Directors and recommended a Remuneration policy to the Board Except for
the Executive Chairman, Managing Director, Joint Managing Director and Technical Director,
no other directors are paid remuneration, but are paid only sitting fees.
The Executive Chairman, Managing Director, Joint
Managing Director and Technical Director are paid remuneration as approved by the
Shareholders as per the applicable provisions of the Companies Act, 2013 and rules made
there under but are not paid sitting fees.
The Executive Chairman, Managing Director, Joint
Managing Director, Company Secretary and Chief Financial
Officer shall be the Key Managerial Personnel (KMPs) of the Company.
All persons who are Directors / KMPs, members of Senior Management and all other
employees shall abide by the Code of Conduct. Independent Directors are not entitled for
ESOPs.
Directors/KMPs shall not acquire any disqualification and shall be persons of sound
integrity and honesty, apart from knowledge, experience, etc. in their respective fields.
29. Familiarization program for independent Directors:
All new independent directors inducted into the Board attend an orientation program.
The details of the training and familiarization program are provided in the Corporate
Governance Report. Further, at the time of the appointment of an independent director, the
Company issued a formal letter of appointment outlining his role, function, duties and
responsibilities. The format of the letter of appointment is available on the website. www.kcp.co.in .
30. Board Evaluation
In accordance with the Companies Act, 2013 and Listing Regulations, the Board has
carried out evaluation of its own performance, the performance of Committees of the Board
and also the directors individually. The manner in which the evaluation was carried out
and the process adopted has been given in the Corporate Governance Report.
31. Number of Meetings of the Board
5 (Five) Meetings of the Board of Directors were held during the year, the details of
which are given in the Corporate Governance Report.
32. Corporate Governance
The report on corporate governance along with a certificate from the Statutory Auditors
as required under the Listing Regulations is annexed to this Report. The report also
contains the details required to be provided on the board evaluation, remuneration policy,
implementation of a risk management policy, whistleblower policy /vigil mechanism etc.
The Executive chairman and the Chief Financial Officer have submitted a certificate to
the Board regarding the financial statements and other matters as required under
Regulation 17(8) read with Schedule II of Part B of the Listing Regulations.
33. Transfer to the Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the
Central Government, after the completion of seven years. Further according to the Rules,
the shares in respect of which dividend has not been encashed by the shareholders for
seven consecutive years or more shall also be transferred to the demat account created by
the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid
dividends. Further, the corresponding shares will be transferred as per the requirements
of the IEPF rules, details of which are provided on our website, at http:// www.kcp.co.in/investor/Unpaid-Unclaimed-Dividend
.
34. Particulars of Employees
The information required under Section 197(12) of the Companies Act, 2013 and the rules
made there under, as amended, has been given in the annexure appended hereto and forms
part of this report as Annexure 1.
a) The ratio of the remuneration of each director to the median employee's
remuneration for the financial year and such other details as prescribed is as given
below:
| Name of the Director |
Director remuneration (Rs. Lakhs) |
Median employee's remuneration (Rs. Lakhs) |
Ratio |
| Dr.V.L. Dutt - Executive chairman |
242.49 |
5.00 |
48:1 |
| Dr.V.L. Indira Dutt - MD |
181.87 |
5.00 |
36:1 |
| Smt. V. Kavitha Dutt - JMD |
147.31 |
5.00 |
29:1 |
| Sri.V.Gandhi - TD |
145.19 |
5.00 |
29:1 |
b) The percentage increase/ (decrease) in the median remuneration of employees in the
Financial Year: (8.16)
c) The number of permanent employees (Management staff) on the rolls of company: 554
d) If remuneration is as per the remuneration policy of the company: Yes
35. Significant and Material orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
Particulars regarding Conservation of Energy, Technology absorption and Foreign
exchange earnings and outgo.
36. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars relating to conservation of energy, technology absorption, research and
development, foreign exchange earnings and outgo as required to be disclosed under Section
134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are given in Annexure- 2 to this Report.
37. Other Disclosures
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every persons employed throughout the year, who were in receipt of remuneration in terms
of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure 1 and forms an intergral part of this annual
report.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the Equity Shares of the Company.
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
38. Director's Responsibility Statement
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section
134(3)(c) of the Act:
(i) that in the preparation of the Annual Accounts for the year ended March 31, 2019,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgements 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, 2019 and of the profit of
the Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Acknowledgements
The Board of Directors wishes to place on record their gratitude to the Central
Government, State Governments, Company's Bankers, Customers, dealers and other business
associates for the assistance, co- operation and encouragement they extended to the
Company.
Your Directors wish to whole heartedly thank the employees for their sincere and
devoted contribution to the company's continued performance. Your Directors are thankful
to the shareholders and deposit holders for their continued patronage.
For and on behalf of the Board of Directors
| Place: Chennai |
(V.L. DUTT) |
| Date: 29th May, 2019 |
Executive Chairman |
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