Kanchi Karpooram Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the Thirtieth Annual Report on
the business and operations of the Company together with the Audited Financial Statements
(Standalone & Consolidated) for the year ended 31stMarch, 2023.
FINANCIAL RESULTS
The Financial performance of the Company for the year ended 31st March,
2023 on a Standalone and Consolidated basis, is summarized below:
Particulars |
Standalone |
Consolidated |
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Year ended 31.03.2023 |
Year ended* 31.03.2022 |
|
(Rs. in Lakh) |
(Rs. in Lakh) |
(Rs. in Lakh) |
(Rs. in Lakh) |
Revenue from operations |
20,535.15 |
25,105.66 |
21,985.86 |
- |
Other income |
321.74 |
246.22 |
145.14 |
- |
Total Income from operations |
20,856.89 |
25,351.88 |
22,131.00 |
- |
Cost of Material Consumed |
16,973.49 |
17,278.89 |
16,973.49 |
- |
Purchase of Stock-in-Trade |
- |
- |
2,223.16 |
|
Depreciation and amortization expenses |
289.09 |
231.27 |
289.09 |
- |
Finance Cost |
14.24 |
85.67 |
18.51 |
- |
Other Expenses |
1707.44 |
1,499.58 |
1,797.81 |
- |
Profit / Loss Before tax |
1,908.17 |
4,261.10 |
1,782.35 |
- |
Tax Expense |
501.52 |
1,193.09 |
501.52 |
- |
Total Comprehensive Income, Net of Tax |
1,414.65 |
3,068.01 |
1,288.82 |
- |
Earnings per share |
|
|
|
|
Basic |
32.57 |
70.63 |
30.91 |
- |
Diluted |
32.57 |
70.63 |
30.91 |
- |
* Subsidiary Company was incorporated on 25.04.2022 FINANCIAL
PERFORMANCE
a. Standalone Performance
The Gross Revenue from operations for FY 2022-2023 was at Rs.20,856.89
Lakh (Previous Year Rs.25,351.88 Lakh), showing a decrease of 17.73%.
The Company earned a Profit after tax of Rs.1,414.65 Lakh as against
Rs.3,068.01 Lakh for the previous year, thereby registering a decline of 53.89 %.
Due to decrease in the profit, the Earning per share (EPS) decreased
from Rs.70.63 in the previous year to Rs.32.57 in the year under review.
The net worth of your Company increased to Rs.19,806.23 Lakh at the end
of the FY 2022-2023 from Rs.18,500.18 lakh at the end of FY 2021-2022, thereby registering
a growth of 7.06%.
b. Consolidated Performance.
The Company's Subsidiary Kanchi Agro Product Private Limited was
incorporated on 25.04.2022.
The Consolidated total sales of your Company for the FY 2022-23, stood
at Rs. 22,131.00 Lakh.
The Company earned a Consolidated Profit after tax of Rs. 1,288.82
Lakh.
The Earning per share (EPS) was at Rs. 30.91 for the Financial year
2022-2023.
The Consolidated net worth of your Company was at Rs. 19,704.90 Lakh.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2023, is available on the website of the Company at
http://kklgroup.in/inspection_doc.php
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) &
(k) OF THE COMPANIES ACT, 2013
Your Directors recommend a final dividend of Rs. 1.00 (10%) per fully
paid up equity share of the face value of Rs. 10 per share. Payment of Dividend is subject
to the approval of Shareholders at the ensuing Annual General Meeting. Your Directors do
not propose to transfer any amount to reserves for the FY ended 31st March, 2023.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31st March 2023
and of the profit of the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the Directors have prepared the annual accounts on a going concern
basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and operating
effectively;
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 7,00,00,000/-(Rupees
Seven Crores only) divided into 70,00,000 (Seventy Lakh) equity shares of Rs. 10 each.
The Issued, Subscribed and Paid Up Capital of the Company as on
31stMarch 2023 was Rs. 4,34,38,910/-
During the year under review, the company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity.
INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY
During the year under review your Company has incorporated a subsidiary
Company Kanchi Agro Product Private Limited on 25.04.2022. The Subsidiary Company is
mainly into trading of Raw Cashew nuts and other Agro products. During the FY 2022-23 it
recorded a loss of Rs. 61.65 Lakh. Your Company has no Associate or holding Company.
Pursuant to the provisions of Section 129 (3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries in
Form AOC-1 is attached as "Annexure 2" to the Board's Report.
DIRECTORS
The Board of Directors of the company comprises of Two Managing
Director, One Whole-time Director who are the Promoters of the company and Four
Non-Executive Directors, including Three Independent Directors. The Company also has One
Women Director who is Non Executive. The composition of the Board of Directors is in
compliance with Section 149 of the Companies Act, 2013.
The Company has received necessary declarations from the Independent
Directors under section 149(7) of the Companies Act, 2013 stating that they meet the
criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as
per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015.The Company has set Familiarization programme for Independent Directors with regard
to their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, the business model of the Company etc. The details of which are
available on the website of the Company www.kklgroup.in
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Mrs. Pushpa S Jain (DIN:06939054), Non
Executive Director retires by rotation at the forthcoming Annual General Meeting and,
being eligible, offers herself for re-appointment. The Board recommends her reappointment
for the consideration of the Members of the Company at the ensuing Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD
During the year 2022-23, Eight(08) Board Meetings were held, the
details of which aregiven in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
During the year under review there was no changes in the Key Managerial
persons of the Company.
The following are the Key Managerial Personnel of the Company as on
31st March 2023:
a) Mr. SureshShah (DIN: 01659809) Managing Director
b) Mr. Dipesh S Jain (DIN: 01659930), Joint Managing Director
c) Mr. Arun V Shah (DIN: 01744884), Whole Time Director
d) Mr. Surendra Kumar Shah, Chief Financial Officer
e) Mr. J. R. Vishnu Varthan, Company Secretary
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. CSR Committee
The details of the Committees along with their composition, number of
meetings, objectives and attendance at the meetings are provided in the Corporate
Governance Report.
AUDITORS
(a) STATUTORY AUDITOR
As per the provisions of Sections 139, 142 and other applicable
provisions of the Companies Act, 2013, if any, read with the Companies (Audit and
Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants
(Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the
Company at the 29th Annual General Meeting held on 09.09.2022 for a period of Five (5)
consecutive Financial Years till the conclusion of Thirty Fourth Annual General Meeting.
There are no qualifications or adverse remarks in the Statutory Audit Report which require
any explanation from the Board of Directors.
There are no qualifications or adverse remarks in the Statutory Audit
Report which require any explanation from the Board of Directors.
(b) COST AUDITOR
Pursuant to the provisions of Section 148(2) of the Companies Act, 2013
read with the Companies (Cost Records and Audit), Amendment Rules 2014, Board had
appointed M/s. N. Sivashankaran & Co., Cost Accountants as cost auditors to conduct
the audit of Cost accounting records for the FY 2022-23.
The Board has re-appointed M/s. N. Sivashankaran & Co., Cost
Accountants to conduct the audit of the cost accounting records of the Company for FY
2023-24 at a remuneration of Rs. 60,000/- plus Service Tax & reimbursement of
out-of-pocket expenses. The remuneration is subject to the ratification of the Members in
terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014
and is accordingly placed for your ratification.
(c) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Mr. Lovelish Lodha M, Practicing
Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed as Annexure-8 to this Report.
With regard to the excess remuneration paid to the Executive Directors
for the FY 2022-23, on account of the invaluable contribution made by them we have placed
before the shareholders in the 30th Annual General Meeting for their approval to write off
the excess remuneration paid as per the provisions of the Companies Act 2013.
(d) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and rules made there under, the Company has appointed M/s. R. Subramanian and Co., LLP,
Chartered Accountants to undertake the Internal Audit of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company invested Rs. 25.50 Lakh in
its subsidiary Company M/s. Kanchi Agro Product Private Limited for Subscribing 51% of
Equity Shares i.e. 2,55,000 equity shares at Rs. 10 each. The Company has also provided
inter corporate loan of Rs.2666.25 Lakh for the Subsidiary's business operation.
During the year under review your Company has given a loan of Rs.150
Lakh to M/s. Phukhraj Finance Private Limited by way of financial assistance for their
business expansion.
Your Company has not given any guarantees during the Financial year
under review.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review
were on arm's length basis
All related party transactions are placed before the Audit Committee
for approval. Details of the transactions are provided in form AOC-2 in terms of Section
134 of the Companies Act, 2013 is appended as Annexure-3to this Report.
As required under Regulation 23(1) of the SEBI Listing Regulations, the
Company has formulated a policy on dealing with Related Party Transactions. The policy on
dealing with Related Party Transactions as approved by the Board is uploaded on the
Company's website www.kklgroup.in and the weblink thereto is:
http://kklgroup.in/admin/upload/corporate_governance/9/60463.pdf
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has a policy viz., "Code of Conduct for prevention of
Insider Trading" and the same has been posted on its website
http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (31st March 2023) and the
date of the report.
SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards i.e. SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively, have been duly followed by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company does meet the provisions laid down in Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014 hence the Company has constituted a Corporate Social Responsibility Committee. The
CSR Report for the Financial Year 2022-23 is annexed to this report as Annexure-5. The
composition of CSR Committee and the details of the ongoing CSR projects/
programs/activities are included in the CSR report/section. The CSR policy is uploaded on
the Company's website at the web link:
http://kklgroup.in/admin/upload/corporate_governance/7/71738.pdf
DEPOSITS FROM PUBLIC
During the year under review, your company did not accept any deposits
within the meaning of provisions of Chapter V, Acceptance of Deposits by the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has internal control system which includes financial
control commensurate with the size, scale and complexity of company's operations and also
ensures that the Company's assets are well protected. The internal audit evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
accounting procedures and policies of the Company. The Audit Committee of the Board of
Directors actively reviews the adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same.
CORPORATE GOVERNANCE
The Company is not only committed to maintain the standards of
Corporate Governance set out by SEBI but also morally committed to its members. As per
Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on corporate governance practices
followed by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
COST RECORDS
Your Company is maintaining cost records and reports in pursuant to the
Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central
Government under sub - section (1) of Section 148 of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has
formulated a whistle blower mechanism. This mechanism, inter alia, includes the following:
a) the Directors and employees to report their genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the company's code of
conduct;
b) providing adequate safeguards against victimization;
c) providing direct access to the higher levels of supervisors and/or
to the Chairman of the Audit Committee, in appropriate or exceptional cases.
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. Your company hereby affirms that no complaints were received during the year.
The Audit Committee of the Board oversees the functioning of Whistle
Blower Policy. The Whistle Blower Policy covering all employees and directors is available
in the Company's website: http://kklgroup.in/admin/upload/corporate_governance/6/47991.pdf
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured
questionnaire was prepared after taking into consideration the various aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance. The performance evaluation of
the Independent Directors was completed. The performance evaluation of the Managing
Director and the Non-Independent Directors was carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.
The criteria for performance evaluation have been detailed in the
Corporate Governance Report.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company and the policy is available in the Company's website
http://kklgroup.in/admin/upload/corporate_governance/12/10747.pdf. This policy also lays
down criteria for selection and appointment of Board Members. The details of this policy
are explained in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, as required under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate section and forms a part of this Report as
Annexure-1.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/
Courts that would impact the going concern status of the Company and its future
operations.
CRYPTO CURRENCY AND VIRTUAL CURRENCY
During the year under review your Company has not traded or invested in
Crypto or Virtual currency.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as
Annexure-4 and forms a part of this Report
RISK MANAGEMENT
Your Company as part of Standard Operating System and Procedure
institutionalized risk management covering risk identification, mitigation and management
measures. This Risk Charter and Policy have been brought to practice as per part of
internal control systems and procedures. The Management has applied the risk management
policy to activities and processes of the business and this is reviewed to ensure that
executive management manages risk through means of a properly defined framework.
DETAILS IN RESPECT OF FRAUDS
The Company's Auditor's report does not have any statement on suspected
fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act
2013.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance for sexual harassment at workplace and
has adopted a policy and implemented an effective mechanism for the prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013, the Company has formulated and implemented a policy on prevention of sexual
harassment at the workplace with a mechanism of lodging complaints. During the year under
review, no complaints were received by the Board.
PARTICULARS OF EMPLOYEES
The Disclosure required under Section 197(12) of the Companies Act,
2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to the ratio of remuneration of each director to the
median employee's remuneration is annexed as Annexure-6 to this Report.
INSURANCE:
The Company's buildings, plant & machinery and inventories have
been adequately insured
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Directors place on record their appreciation to employees at all
levels for their dedication and commitment. Your Directors would also like to express
their sincere appreciation for the assistance and co-operation received from the banks,
financial institutions, Government Authorities, customers, vendors and members during the
year under review.
|
For and on behalf of the Board of Directors |
|
|
|
KANCHI KARPOORAM LIMITED |
|
Dipesh S Jain |
Suresh V Shah |
Place: Chennai |
(DIN: 01659930) |
(DIN: 01659809) |
Date: 11.08.2023 |
Joint Managing Director |
Managing Director |