K C P Ltd
Directors Reports
Dear Shareholders,
Your directors take pleasure in presenting their 82nd Annual Report of
the company together with the Audited Financial Statements for the financial year ended
31st March, 2023.
1. Statement of affairs of the company:
The performance of the business is detailed out in the Management
Discussion and Analysis Report, which forms part of the Annual Report
2. Financial performance:
(Rs in Lakhs)
|
Stand Alone |
Consolidated (GROUP) |
| Particulars |
31-03-2023 |
31-03-202 |
31-03-2023 |
31-03-202 |
| Revenue from Operations |
1,67,210 |
1,58,442 |
2,25,365 |
2,10,827 |
| Profit for the year (PBDIT) |
6,761 |
27,883 |
21,202 |
41,283 |
| Less: a) Interest and Finance charges |
3,255 |
3,158 |
3,803 |
3,385 |
| b) Depreciation |
6,627 |
6,517 |
8,991 |
8,706 |
| Profit before Tax |
(3,121) |
18,208 |
8,408 |
29,192 |
| Tax Expense |
(567) |
5,278 |
(567) |
5,278 |
| Profit for the Year from Continuing Operations |
(2,554) |
12,930 |
8,975 |
23,914 |
| Profit / (Loss) from Discontinued Operations |
|
|
- |
- |
| Less : Tax expense of Discontinued Operations |
|
|
- |
- |
| Profit / (Loss) from Discontinued Operations After Tax |
- |
- |
- |
- |
| Profit After Tax |
(2,554) |
12,930 |
8,975 |
23,914 |
| Add : Share of Profit from Joint Veture |
|
|
138 |
49 |
| Less : Non-Controlling Share of Profit |
|
|
4,939 |
5,152 |
| Profit / (Loss) after Non controlling interest |
(2,554) |
12,930 |
4,174 |
18,811 |
| Other Comprehensive Income (OCI) |
(153) |
70 |
2,928 |
2,865 |
| Add : Share of OCI from Joint Veture |
|
|
(31) |
(7) |
| Less : Non-Controlling Share of OCI |
|
|
1,027 |
955 |
| OCI after Non controlling share |
(153) |
70 |
1,870 |
1,903 |
| Total Comprehensive Income (TCI) |
(2,707) |
13,000 |
12,010 |
26,821 |
| Less : Non-Controlling Share of TCI |
|
|
5,966 |
6,107 |
| Total Comprehensive income after minority interest |
(2,707) |
13,000 |
6,044 |
20,714 |
3. Overview of Company's Operational and Financial
performance:
Sales volume (Cement) witnessed a healthy increase of 2% from 30.52
million tons in FY 2021-22 to 31.8 million tons in FY 2022-23.
Net revenue from operations grew by 18% from Rs. 1,584.43 Crores in FY
2021-22 to Rs. 1,672.10 Crores in FY 2022-23.
Overall input costs remained high during FY 2022-23 significantly led
by fuel cost inflation, elevated prices of pet coke and imported coal as a result of
geo-political events adversely impacted the entire cement industry. As a result, the power
and fuel cost shot up significantly during 2022-23 compared to previous year. And on
logistic cost, the company has been able to contain increase in its transportation costs
during 2022-23 through route rationalization efforts, digitalization measures and other
efficiency improvement initiatives.
Overall during FY 2022-23, owing to higher fuel costs, Earnings Before
Interest, Depreciation and Tax (EBIDTA) for the financial year came down 13% to Rs. 67.61
Crores from Rs. 278.83 Crores of previous year 2021-22.
4. Dividend
The Board of Directors have recommended for payment of dividend at a
rate of Rs. 0.10 per equity share (10%) for the year ended 31st March, 2023 subject to the
approval of the Members at the 82nd Annual General Meeting (‘AGM').
In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘the Listing
Regulations'), the Company has formulated a Dividend Distribution Policy.
The recommended dividend is in line with your Company's dividend
policy, which is available on the Company's website at http://kcp.co.in/
downloads/investor/corporate-governance/Dividend-Distribution-policy.pdf
5. Transfer to Reserves
The Company has not transferred any amount to the Reserves for the year
ended 31st March, 2023.
7. Share Capital
The Company's paid-up equity share capital continues to stand at
12,89,21,160 as on 31st March, 2023. During the year under review, the Company has not
issued any shares or convertible securities. The Company does not have any scheme for the
issue of shares, including sweat equity to its Employees or Directors.
8. Financial liquidity
Consolidated cash and cash equivalent as on 31st March, 2023 stood at
Rs. 308.56 lakhs and Rs. 382.78 lakhs in the previous year. The Company's working
capital management is robust and involves a well-organized process, which facilitates
continuous monitoring and control over receivables, inventories and other parameters.
9. Credit Rating
CRISIL, a reputed rating agency, has assigned the credit rating of A+/
Negative for the long-term and A1 for the short-term financial instruments of the Company.
This affirms the reputation and trust the Company has earned for its sound financial
management and its ability to meet its financial obligations.
| Facility |
Period |
Rated Value |
Rating assured |
|
|
(Rs.) |
|
| Total Bank loan facility |
Long-term Rating |
Rs.579.96 Crores |
CRISIL A+ / Negative (Outlook revised from
"Stable"; Rating Reaffirmed.) |
|
Short-term Rating |
|
CRISIL A1 (Reaffirmed) |
| Fixed Deposits |
- |
Rs.125 Crores |
CRISIL A+ / Negative (Pronounced as CRISIL A plus rating) |
10. Fixed Deposits:
The total amount of Fixed Deposits outstanding as on 31st March, 2023
was Rs.8,673.17 Lakhs as against the figure of Rs.8,554.11 Lakhs of previous year. As on
31st March, 2023, Fixed Deposits matured and remained unclaimed were Rs.243.93 lakhs from
328 depositors and Fixed Deposits relating 40 Depositors amounting to Rs.49.71
Lakhs have been renewed and Fixed Deposits of Rs.46.54 Lakhs of 51 depositors repaid.
Depositors have been intimated about the maturity of deposits with a request to 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 has to be transferred to the Investor Education and Protection Fund (IEPF).
Accordingly, during the year Rs. 4.21 Lakhs towards unclaimed deposits and Rs. 0.21 Lakhs
towards Stale cheque unclaimed on deposits were transferred to the IEPF.
11. Particulars of Loans, Guarantees and Investments
The Company has no Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014.
12. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is presented in a separate
section, forming part of the Annual Report.
13. Particulars of Contracts or Arrangements with Related Parties:
The Company has developed a Related Party Transactions Manual and
Standard Operating Procedures for the purpose of identification and monitoring Related
Party transactions. 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 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 may
be accessed on the Company's website at http://kcp.co.in/downloads/investor/
corporate-governance/related-party-transaction-policy.pdf 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.
14. 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 and Rules made thereunder. The Company is
committed to identifying and supporting programmes aimed at:
Empowerment of the disadvantaged sections of the society through
education, healthcare, drinking water & sanitation and eradicating hunger and poverty,
through livelihood generation and skill development;
Supporting environmental and ecological balance through afforestation,
soil conservation, rain water harvesting, conservation of flora & fauna, and similar
programmes;
Promotion of sports through training of sports persons;
Undertaking rural development projects; 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.
15. 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 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 extended up to March 31, 2052
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 is also participating in
auctions with a view to secure new mining leases for its existing plants as well as for
its expansions at different locations as and when necessary.
Market Competition: The cement industry is witnessing a significant
imbalance in its total installed capacity vis-a-vis the capacity utilization. Despite the
capacity overhang, capacity expansion still continues, resulting in intense competition
and adverse impact on the Company's market share, sales volume and profitability.
Efforts are also being made by the Company to widen the product
portfolio by increasing the share of its premium products and expand into new areas for
marketing.
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. 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 risk.
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.
Risks, Concerns and Threats
The Company has formulated a Risk Management Policy, which is available
on company website www. kcp.co.in.
16. Internal Control Systems
The Company's internal financial controls are commensurate with
the 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 put in
place robust policies and procedures, which inter alia, ensure integrity in conducting its
business, safeguarding of its assets, timely Cementing Relationships through
Sustainability, Innovation and Inclusivity Integrated Report Statutory Reports Financial
Statements preparation of reliable financial information, accuracy & completeness in
maintaining accounting records and prevention & detection of frauds & errors.
17. Vigil Mechanism/ Whistle-blower Policy
Over the years, the Company has established a reputation for doing
business with integrity and maintained zero tolerance for any form of unethical behavior.
Whistle-blower Policy is the vigil mechanism instituted by the Company
to report concerns about unethical behavior in compliance with the requirements of the Act
and the Listing Regulations.
The Audit Committee 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 the Company's Code of
Conduct.
Details of the Whistle-blower Policy have been disclosed on the
Company's website and can be accessed at http://kcp.co.in/downloads/investor/
corporate-governance/whistle-blower-policy.pdf
18. 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.
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.
These documents shall also be available for inspection at the
registered office of the Company during business hours up to the date of ensuing 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
Consolidated financial statements
The consolidated financial statements of the Company for the Financial
Year 2023 are prepared in compliance with the applicable provisions of the Act, including
Indian Accounting Standards specified under Section 133 of the Act. The audited
consolidated Financial Statements together with the Auditors' Report thereon forms
part of the Annual Report.
19. Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the extract of the Annual Return of the Company for the Financial Year March 31, 2023 is
uploaded on the website of the Company and can be accessed at www.kcp.co.in.
20. 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 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 equipment. 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.
21. Board of Directors & Key Managerial Personnel Board of
Directors
A. Appointments/ Re-appointments
In terms of Section 152 of the Act, Sri. V. Chandra Kumar Prasad (DIN:
008744154), Non-Executive Non-Independent Director, being liable to retire by rotation,
shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for
reappointment.
In terms of Section 152 of the Act, Dr. Subbarao Vallabhaneni (DIN:
008746927), Non-Executive Non-Independent Director, being liable to retire by rotation,
shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for
re-appointment. In terms of Section 152 of the Act, Sri. Ravi Chitturi (DIN: 00328364 ),
Non-Executive Non-Independent Director, being liable to retire by rotation, shall retire
at the ensuing AGM and being eligible for reappointment, offers himself for
re-appointment. The relevant details including profiles of Directors retiring by rotation
and seeking re-appointment are included separately as Annexure to the Notice of AGM.
B. Cessation
There was no instance of resignation/ cessation of Directorship during
the year under review.
22. Key Managerial Personnel (‘KMP')
Sri. G.N. Murty, Chief Financial Officer (CFO) of the Company retired
from the services of the Company and on the recommendations of Nomination &
Remuneration Committee and Audit committee, Board of Directors of the Company have
appointed Sri. Anis Tyebali Hyderi as CFO of the Company and the KMP of the Company are as
under:
1. Dr. V.L. Indira Dutt, Chairperson & Managing Director
2. Smt. V. Kavitha Dutt, Joint Managing Director
3. Sri. Anis Hyderi, Chief Financial Officer
4. Sri. Y. Vijayakumar, Company Secretary
23. 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 Listing
Regulations. The Independent Directors have also confirmed that they have complied with
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
manufacturing, finance, strategy, auditing, tax and risk advisory services, banking, and
they hold high standards of integrity.
Regarding proficiency, the Company has adopted requisite steps towards
the inclusion of the names of all Independent Directors in the data bank maintained with
the Indian Institute of Corporate Affairs, Manesar (‘IICA').
Accordingly, all the Independent Directors of the Company have
registered themselves with IICA for the said purpose. In terms of Section 150 of the Act
read with the Companies (Appointment & Qualification of Directors) Rules, 2014 as
amended, since all the Independent Directors of the Company except Dr.Janaki Pillai
(independent Women Director) have served as Directors for a period of not less than three
(3) years on the Board of Listed Companies as on the date of inclusion of their names in
the database, they are not required to undertake online proficiency self-assessment test
conducted by the said Institute and Smt.Janaki Pillai has appeared and cleared the
proficiency test.
24. Remuneration policy and criteria for selection of candidates for
appointment as Directors, KMP and Senior Leadership positions
The Company has in place a policy for remuneration of Directors and KMP
as well as a well-defined criterion for the selection of candidates for appointment to the
said positions, which has been approved by the Board.
The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to the Executive, Non-Executive Directors and KMP. The
criteria for the selection of candidates for the above positions cover various factors and
attributes, which are considered by the Nomination & Remuneration Committee and the
Board of Directors while selecting candidates.
The policy on remuneration of Directors, KMP can be accessed at
http://kcp.co.in/downloads/investor/ corporate-governance/Remuneration-policy.pdf
25. Board effectiveness
a) Familiarisation programme for Independent Directors
Over the years, the Company has developed a robust familiarization
process for the newly appointed Directors with respect to their roles and
responsibilities, way ahead of the prescription of the regulatory provisions.
The process has been aligned with the requirements under the Act and
other related regulations. This process inter alia includes providing an overview of the
industry, the Company's business model, the risks and opportunities, the new
products, innovation, sustainability measures, digitization measures etc. Details of the
familiarization programme are explained in the Report on Corporate Governance and are also
available on the Company's website and can be accessed at
http://kcp.co.in/downloads/investor/
corporate-governance/familiarisation-programmes-for-independent-directors.pdf
b) Formal annual evaluation
The Board carries out its annual performance evaluation of its own
performance, the Directors individually, as well as the evaluation of the working of its
Audit, Nomination & Remuneration, Risk Management, Stakeholders' Relationship and
CSR Committees as mandated under the Act and the Listing Regulations, as amended from time
to time. The criteria applied in the evaluation process are explained in the Report on
Corporate Governance, which forms part of the Annual Report.
26. Disclosure on Audit Committee
The Audit Committee as on March 31, 2023 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.
The constitution and composition of the Audit Committee is in
compliance with the provisions of Section 177 of the Companies Act 2013 and Rules made
there under.
27. 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.
28. Statutory 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 were appointed as Statutory Auditors of the Company to hold office from the
conclusion of the 80th Annual General Meeting until the conclusion of 85th Annual General
Meeting of the company.
The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
29. 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. S.
Mahadevan & Co, Chennai, were appointed as the Cost Auditors for the Cement and
Engineering units respectively for the year 2022-23. They were reappointed as Cost
Auditors for the financial year 2023-24 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 2021-22, of M/s Narasimhamurthy & Co, Cost Accountants, Hyderabad and M/s. S.
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.
30. 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 2022-23 and was appointed as
Secretarial Auditor for the year 2023-24.
The Secretarial Audit Report submitted by them 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
2022-23.
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.
31. Number of meetings of the Board and its committees
Regular meetings of the Board and its Committees are held to discuss
and decide on various business policies, strategies, financial matters and other
businesses.
The tentative dates of the Board / Committee Meetings to be held in the
forthcoming financial year is circulated to the Directors in advance to enable them to
plan their schedule for effective participation in the meetings. Due to business
exigencies, the Board has also been approving several proposals by circulation from time
to time. During the year, four (4) Board Meetings were convened and held, the details of
which are given in the Report on Corporate Governance, which forms part of the Annual
Report.
The Company has the following eight (8) Board-level Committees, which
have been established in compliance with the requirements of the business and relevant
provisions of applicable laws and statutes:
| 1. Audit Committee |
| 2. Risk Management Committee |
| 3. Corporate Social Responsibility Committee |
| 4. Nomination and Remuneration Committee |
| 5. Stakeholders' Relationship Committee |
| 6. Finance Committee |
| 7. Investment committee |
| 8. Innovation and Best Practices committee |
The details with respect to the composition, terms of reference, number
of meetings held, etc. of these Committees are included in the Report on Corporate
Governance, which forms part of the Annual Report
32. Corporate Governance
The Board of Directors reaffirm their continued commitment to good
corporate governance practices. During the year under review, the Company complied with
the provisions relating to corporate governance as provided under the Listing Regulations.
The compliance report together with a certificate from the Company's auditors
confirming the compliance is provided in the Report on Corporate Governance, which forms
part of the Annual Report.
33. Business Responsibility and Sustainability Reporting (BRSR)
A separate section on Business Responsibility forms part of this Annual
Report as required under Regulation 34(2) (f) of the Listing Regulations read with SEBI
Circular Dt.10/05/2021.
34. Compliance with Secretarial Standards
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards (‘SS') issued by the Institute of Company
Secretaries of India (SS1 and SS2), relating to Meetings of the Board and its Committees
and General Meetings respectively, which have mandatory application during the year under
review.
35. Prevention of Sexual Harassment of Women at the Workplace
KCP is committed to provide a work environment that ensures every
employee is treated with dignity, respect and afforded equal treatment. As per the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, our Company has
formed an Internal Committee to address complaints pertaining to sexual harassment in the
workplace.
The policy mandates prevention of sexual harassment and to ensure a
free and fair enquiry process with clear timelines for resolution. To build awareness, our
Company has been conducting online training programs on a periodic basis.
Disclosures in relation to POSH Act:
| Year |
Number of Complaints received / pending |
| 2022-2023 |
Nil |
36. Transfer to the Investor Education and Protection Fund (IEPF)
In line with the statutory requirements, the Company has transferred to
the credit of IEPF set up by the Government of India, equity shares in respect of which
dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within
the timelines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend
for seven (7) years or more has also been transferred to the IEPF pursuant to the
requirements under the Act. 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://kcp. co.in/downloads/investor/shareholders-information/
unclaimed-dividend.xls ; http://kcp.co.in/downloads/
investor/shareholders-information/unclaimed-shares. xls
37. 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.
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 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 |
Ratio remuneration |
|
(Rs. Lacs) |
(Rs. Lacs) |
|
| Dr.V.L. Indira Dutt - CMD |
162.12 |
5.67 |
28.59 |
| Smt. V. Kavitha Dutt - JMD |
189.97 |
5.67 |
33.50 |
b) The percentage increase/ (decrease) in the median remuneration of
employees in the Financial Year: (0.71%)
c) The number of permanent employees (Management staff) on the rolls of
company: 648 d) If remuneration is as per the remuneration policy of the company: Yes
38. 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.
39. 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.
40. Other Disclosures
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this report.
The Company has not issued any shares with differential voting rights/
sweat equity shares. There was no revision in the Financial Statements. There has been no
change in the nature of business of the Company as on the date of this report. There are
no proceedings, either filed by KCP or pending under the Insolvency and Bankruptcy Code,
2016 as amended, before National Company Law Tribunal or other courts during the year
2022-23.
41. 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, 2023, 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, 2023
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 |
Dr V L Indira Dutt |
| Date: 24th May 2023 |
Chairperson and Managing Director |
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