K C P Ltd
Directors Reports
Dear Shareholders,
Your Directors take pleasure in presenting their 79th Annual Report of the company
together with the Audited Financial Statements (Standalone and Consolidated) for the
financial year ended 31st March, 2020.
1. Financial Results:
Financial Performance and Review:
(Rs in Lakhs)
|
For the year ended |
For the year ended |
| Particulars |
31-03-2020 |
31-03-2019 |
31-03-2020 |
31-03-2019 |
|
Stand Alone |
Consolidated (GROUP) |
| Revenue from Operations |
93,797 |
114,191 |
142,359 |
166,130 |
| Profit for the year (PBDIT) |
10,242 |
14,092 |
19,487 |
23,827 |
| Less: a) Interest and Finance charges |
5,641 |
3,419 |
5,940 |
3,909 |
| b) Depreciation |
7,141 |
5,193 |
9,609 |
7,562 |
| Profit before Tax |
(2,540 ) |
5,480 |
3,938 |
12,356 |
| Tax Expense |
(1,863 ) |
1,529 |
(1,863 ) |
1,528 |
| Profit for the Year |
(677 ) |
3,951 |
5,801 |
10,828 |
| Add : Share of Profit from Joint Veture |
|
|
29 |
157 |
| Less : Non-Controlling Share of Profit |
|
|
3,117 |
2,762 |
| Profit / (Loss) after Non controlling interest |
(677 ) |
3,951 |
2,713 |
8,223 |
| Other Comprehensive Income (OCI) |
(353 ) |
(207 ) |
2,322 |
928 |
| Add : Share of OCI from Joint Veture |
|
|
- |
(29 ) |
| Less : Non-Controlling Share of OCI |
|
|
955 |
382 |
| OCI after Non controlling share |
(353 ) |
(207) |
1,367 |
517 |
| Total Comprehensive Income (TCI) |
(1,030) |
3,745 |
8,152 |
11,884 |
| Less : Non-Controlling Share of TCI |
|
|
4,072 |
3,145 |
| Total Comprehensive income after non-controlling interest |
(1,030) |
3,745 |
4,080 |
8,739 |
2. COVID-19
In month of March in FY 2020, the COVID-19 pandemic developed rapidly into a global
crisis, forcing governments to enforce lock-downs of all economic activity. For the
Company, the focus immediately shifted to ensuring the health and well-being of all
employees, the company has closed down all its offices and manufacturing facilities and
Hotel by taking necessary precautions and with minimum staff, the employees are allowed to
work from home wherever possible to work remotely and securely.
The company would implement a phased and safe return to work plan as and when lockdown
restrictions are eased.
3. 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.
4. Dividend
The Board has recommended for the approval of the shareholders at the ensuing Annual
general Meeting a dividend of Rs.0.15/- paise per share (15% on paid- up share capital).
5. Transfer to Reserves
The company has not transferred any amount to the reserves for the year ended March
31,2020.
6. Share Capital
The paid up Equity Share Capital as on March 31, 2020 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 Companies Act, 2013 (Act) as
the provisions of the said Section are not applicable.
7. Credit Rating
Credit Rating Agency CRISIL has reaffirmed the ratings of the Company (The KCP Limited)
for bank loan facilities and other debt facilities as detailed below.
| Long-term rating |
CRISIL A-/Stable (Outlook revised from Positive) |
| Short-term rating |
CRISIL A2+ (reaffirmed) |
| Rs 125.00 crore fixed deposit programme |
FA/Stable (Outlook revised from Positive) |
| Rs 70.00 crore non-convertible debentures |
CRISIL A-/Stable (Outlook revised from Positive) |
8. Fixed Deposits:
The total amount of Fixed Deposits outstanding as on 31st March, 2020 was Rs..8577.05
Lakhs as compared to the figure of Rs.8696.49 Lakhs as on 31st March, 2019.
As on 31st March, 2020, Fixed Deposits matured and remained unclaimed were Rs.221.74
Lakhs from 282 depositors. As on the date of this report, Fixed Deposits relating 17
Depositors amounting to Rs.13.48 Lakhs have been renewed and Fixed Deposits of Rs.14.53
Lakhs of 19 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.0.61 Lakhs towards unclaimed deposits and
Rs.0.50 Lakhs towards Stale cheque unclaimed on deposits has been transferred to the IEPF.
9. 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.
10. 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.
11. Line 2 Expansion of Brown field cement project, Muktyala:
The Company has commenced operations of the Brown Field Cement Project at Muktyala
(Details provided in Managemen Discussion & Analysis. report).
12. Particulars of Contracts or Arrangements with Related Parties:
All transactions with Related Parties are placed before the Audit Committee as also the
Board for approval. Prior omnibus approval of the Audit Committee 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 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 at large.
The policy on Related Party Transactions as approved by the Board is available at the
web link: http://www. kcp.co.in/investors/policies-procedures.
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.
13. 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 largely 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/policies-procedures.
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 as report on CSR activities which forms part of the Annual
Report.
14. 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 it
is 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.
Most of the Company's mining leases have been extended up to Year 2052 under the Mines
and Minerals (Development & Regulation) Amendment Act 2015 (MMDR), thereby ensuring
adequate limestone reserves to cater to the requirements of its plants till the said date,
where after the Company will have to participate in auctions.
To address the above risks, the Company has taken various measures to augment resources
by initiating the process for conversion of its prospecting licenses into mining leases.
The Company is also participating in auctions with a view to securing new mining leases
for its existing plants as well as for its expansions at different locations.
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 been confined to mere loss of data but may result in business and reputation
loss.
The Indian Government having recognized the cyber risks, has also introduced tighter
Cyber Security laws and 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.
Competition Risks: The Cement Industry is becoming intensely competitive with the foray
of new entrants and some of the existing players adopting inorganic 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.
Risks, Concerns and Threats
The Company has formulated a Risk Management
Policy, which is available on company website www. kcp.co.in/policies-procedures.
15. 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.
16. 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 ofthe Act and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended.
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 Policy have been disclosed on its Company's website
www.kcp.co.in/ policies-procedures.
17. Subsidiary, Associate and Joint venture companies
Joint venture
Our company has a joint venture company Fives Cail KCP Limited.
Subsidiary Company:
Our 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.
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/ subsidiary interested in obtaining the same.
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.
18. 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 ‘B' 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.
19. 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/her work and It works on creating people practices which makes it the best
place to work for everyone.
d) Occupational Health and 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.
e) Industrial Relations
Employee Relations at all the Units and divisions of the company remained cordial.
20.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.
Pursuant to the regulation 34(2) of the SEBI (LODR) Regulations, 2015 as amended
Business Responsibility is annexed and forms part of this Report.
21. 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.
22. Directors and Key Managerial Personnel
Dr. V.L. Dutt, Executive Chairman of the Company passed away on 18th February, 2020 and
Dr.V.L.Indira Dutt was appointed as Chairperson & Managing Director of the Company
w.e.f. 29th February, 2020.
Smt.Janaki Pillai was appointed as Independent Woman Director of the Company w.e.f 29th
February, 2020.
In terms of Section 152 of the Act, and the Articles of Association of the Company,
Smt. V.Kavitha Dutt, Director of the Company, is the director liable to retire by rotation
at the ensuing Annual general Meeting (AGM) and being eligible for re-appointment, offers
her self for re-appointment.
The Board of Directors of the Company on 18th June, 2020, on the recommendation of the
Nomination & Remuneration Committee (‘N&RC') appointed Shri V.Chandra Kumar,
Dr. Subbarao Vallbhaneni and Sri. Ravi Chitturi as Additional Directors w.e.f. 18th June,
2020 and to hold office up to the date of the ensuing Annual General Meeting (‘AGM').
Further, Board of Directors of the Company have also recommended the appointments of
Sri V.Chandra Kumar, Dr. Subbarao Vallbhaneni and Sri.Ravi Chitturi as Directors
(Non-Executive Non Independent), to the Members at the ensuing AGM, liable to retire by
rotation.
The relevant details including profiles of Smt.V.Kavitha Dutt, Shri V.Chandra Kumar,
Dr. Subbarao Vallbhaneni and Sri.Ravi Chitturi are included separately in the Notice of
AGM of the Company forming part of the Annual Report as Annexure-1.
Independent Directors
The Company's Independent Directors have submitted requisite declarations confirming
that they continue to meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Lining Regulations.
The Independent Directors have also confirmed that they have complied with provisions
of Schedule IV of the Act and the Company's Code of Conduct.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of finance, people
management. Strategy, auditing, tax and risk advisory services, banking, financial
services, investments; and they hold higher Standards of integrity.
Regarding proficiency, the Company has adopted requisite Steps towards the inclusion of
the names of all Independent Directors in the databank maintained with the Indian
Institute of Corporate Affairs, Manesar (‘IICA'). Accordingly, the Independent
Directors of the Company have registered themselves with the IICA for the said purpose.
In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment
& Qualification of Directors) Rules, 2014, some of the Independent Directors are
required to undertake online proficiency self-assessment test conducted by the IICA within
a period of one (1) year from the date of inclusion of their names in the data bank.
Board evaluation
The evaluation of all directors, committees, Chairman of the Board and the Board as a
whole was conducted based on the criteria and framework adopted by the Board. The
evaluation parameters and the process have been explained in the Corporate Governance
report.
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 provide in the Corporate
Governance Report. Further, at the time of the appointment of all independent directors,
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 of the Company.
23. 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-procedures
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 Chairperson & Managing Director and Joint Managing Director no other
directors are paid remuneration, but are paid sitting fees.
The Chairperson & Managing Director and Joint Managing 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 Chairperson & Managing Director and 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.
24. Disclosure on Audit Committee
The Audit Committee as on March 31,2020 comprises of the following Directors:
Sri. P.S. Kumar (Chairman), Smt. V. Kavitha Dutt, Joint Managing Director, Sri V.H.
Ramakrishnan, Sri. Vijay Sankar, and Sri. M. Narasimhappa are members of the committee.
All recommendations of Audit Committee were accepted by the Board of Directors.
25. 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.
26. 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, 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.
During the year, the Statuary Auditors have confirmed that they satisfy the
Independence criteria required under Companies Act, 2013. Code of Ethics issued by
Institute of Chartered Accountants of India.
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
27. 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
are appointed as the Cost Auditors for the Cement and Engineering units for the year
201920 are re-appointed as Cost Auditors for the financial year 2020-21 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 2018-19, of M/s Narasimhamurthy & Co,
Cost Accountants, Hyderabad and Mahadevan & Co, Chennai as the Cost Auditors, in
respect of the various products prescribed under Cost Audit Rules was filed with the
Ministry of Corporate Affairs within the due date.
28. Secretarial Auditors and their Report
As required under Section 204 of the Companies Act, 2013 and Rules There under, the
Board appointed Smt. Sobana Pranesh, Practising Company Secretary as Secretarial Auditor
of the Company for financial year 2020-2021.
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 her for the financial year2019-20.
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.
29. 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.
30. 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 Chairperson & Managing Director 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.
31. 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.
32. 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 |
Median employee's remuneration |
Ratio |
|
(Rs. Lacs) |
(Rs. Lacs) |
|
| Dr.V.L. Dutt - Executive Chairman |
88.69 |
4.69 |
19:1 |
| Dr.V.L. Indira Dutt - CMD |
154.44 |
4.69 |
33:1 |
| Smt. V. Kavitha Dutt - JMD |
166.66 |
4.69 |
35:1 |
b) The percentage increase/ (decrease) in the median remuneration of employees in the
Financial Year: (6.20%)
c) The number of permanent employees (Management staff) on the rolls of company: 710
d) If remuneration is as per the remuneration policy of the company: Yes
33. 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.
34. 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.
35. 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.
36. 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 31,2020,
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 31,2020 and ofthe 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 wholeheartedly 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
|
(Dr.V.L. Indira Dutt) |
| Place: Chennai |
Chairperson & Managing Director |
| Date: 18th June, 2020 |
|
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