Sri KPR Industries Ltd.
|BSE: 514442||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE009C01019|
|BSE LIVE 13:49 | 25 Sep||22.90||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Sri KPR Industries Ltd. (SRIKPRINDS) - Director Report
Company director report
The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31. 2016. The Consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.
(Amount in Rs.)
Your Companys strength lies in identification planning execution and successfulimplementation of the projects undertaken by it.
Presently. the Company has interest in pipe manufacturing and wind power generation.During the year under review the Company has made a turnover of Rs. 13.43 crores asagainst previous turnover of Rs. 36.73 crores thereby resulting a decrease in theturnover. However profit after tax is Rs. 6.08 crores as against Rs. 5.63 crores.
On a consolidated basis the Company has made a turnover of Rs. 32.60 crores as againstthe previous year turnover of Rs. 70.62 crores thereby resulting a decrease in turnover by53.84 %. The net profit for the current year is Rs. 5.97 crores as against the previousyear net profit of Rs. 8.70 crores.
As seen from the above the turnover from pipe manufacturing activity has come down dueto preferring of metal pipes over A.C. pipes by the purchasing departments. You are awarethat to service the large equity the Company has entered into new avenue of execution ofdrinking water supply schemes by forming a 100% subsidiary company "Sri KPR Infra& Projects Ltd.** which is yielding reasonable profits and also dividends to theparent company. Further your company has also expanded wind power generation by settingup 2MW wind power mill at Dewas District in Madhya Pradesh which has also beencommissioned during July 2015.
The Company is further trying to explore other avenues in view of decrease in pipemanufacturing activity.
The board in its meeting held on September 2. 2016 has recommended a final dividend ofRs. 0.70 per equity share for the financial year ended March 31. 2016. The proposal issubject to approval of shareholders at the ensuing Annual General meeting to be held onSeptember 30. 2016.
The board has not transferred any amount to Reserves for the year 2015-16.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
PARTICULARS LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loan provided guarantee ormade any investment falling under the provisions of Section 186 of the Companies Act.2016.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial positionof the Company which occurred from the end of the financial year upto the date of thisreport.
STATE OF COMPANY AFFAIRS:
The operations of the Company was not as expected by the Managemnt and the same hasbeen effected due to various reasons.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company. Mrs. Vinitha Reddy Nallaretire by rotation at the ensuing Annual General Meeting and being eligible offers herselffor re appointment.
During the year the non executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
During the year the Company has made the following appointments:
a. Re designation of Mr. Kishan Reddy Nalla from Chairman cum Whole time Director toManaging Director.
b. Appointment of Mr. Jagadeeshwar Reddy Prodduturi. Non executive Independent Directoras Chairman of the Company.
c. Appointment of Ms. Meenakshi Deepak Navalakhe as Company Secretary & ComplianceOfficer of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act. 2013. the Board of Directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures:
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period:
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities:
iv. they have prepared the annual accounts on a going concern basis:
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively:
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each of the Independent Directoras required under Section 149(7) of the Companies Act. 2013 that he/ she meets thecriteria of indpendence laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.
NUMBER OF MEETINGS OF THE BOARD
The board met 6 (Six) times during the financial year the details of which are givenin the Corporate Governance Report.
COMMITTEES OF THE BOARD
Currently the Board has 4 committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Corporate Social Responsibility Committee
d. Stakeholder Relationship Committee.
A detailed note on the composition of the board and its committees is provided in theCorporate Governance Report.
DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES
During the year the Board of Directors ('the Board) reviewed the affairs of itsWholly Owned Subsidiary i.e. Sri KPR Infra & Projects Limited. In accordance withSection 129(3) of the Companies Act. 2013 consolidated financial statements of the Companyforms part of the Annual Report. A statement containing the salient features of thefinancial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as"Annexure I" to the Board's report.
In accordance with Sectoin 136 of the Companies Act. 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of M/s. Sri KPR Infra &. Projects Limited. Wholly ownedsubsidiary is available on our website www.kprindustries.in.These documents will also be available for inspection during business hours at ourregistered office on all working days except Saturday up to 2.00 P.M. Further during theyear the Company has not made any further investment in its subsidiary.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The details with respect to related party transactions in Form AOC-2 are set out in'Annexure-ll' and forms part of this Report. The Related party transaction policy isavailable at the Company's website.
CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules. 2014 is prepared and is enclosed as "Annexure III".
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board of your Company has laid down internal - financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The details in respect of internal financial control and their adequacy are included inthe management discussion &. analysis which forms part of this report.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act. and Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules. 2014 has been appended as "Annexure IV" to thisReport. There are no employees who are either employed for the whole/ part of thefinancial year are in receipt of remuneration exceeding Rs. 5 Lakhs per month or Rs. 60Lakhs per annum as stipulated under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules. 2014. However the Govt vide notificationdated June 30. 2016 has revised the above limits.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company's policy on Director's appointment and remuneration and other mattersprovided under Section 178(3) of the Companies Act. 2013 has been disclosed in theCorporate Governance Report which forms part of this report.
CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business carried out by theCompany.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013. an extract of theannual return in the prescribed format is appended as "Annexure V" to theBoard's report.
The board of directors has carried out an annual evaluation of its own performanceboard committees and Individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board and committees constituted was evaluated after seekinginputs from all the Directors such as effectiveness of board processes information andfunctioning etc.
The board and the Nomination and Remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and
inputs in meetings etc. In addition the Chairman was also evaluated on the keyaspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.
M/s. V. Sridhar & Co.. Chartered Accountants. Hyderabad the Statutory Auditors ofthe Company retires at the ensuing annual general meeting and being eligible offersthemselves for re appointment till the conclusion of 29lh Annual GeneralMeeting of the Company.
A certificate from the Auditors has been received to the effect that theirreappointment if made would be within the prescribed limits. The Auditor's Report forthe FY15- 16 does not contain any qualification reservation adverse remark ordisclaimer.
Pursuant to the provisions of Section 204 of the Companies Act. 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules. 2014. the board hasappointed BS & Company Company Secretaries LLP to conduct Secretarial Audit for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended March31. 2016 is annexed herewith marked as "Annexure VI" to this Report. TheSecretarial Audit Report contains the following observations:
/. The Company Secretary was appointed with effect from 16th November. 2015. TheCompany was in the process of identifying suitable candidate for the post.
2. The Company has delayed in submitting certain disclosures and intimations underrespective clauses of Listing Agreement and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations. 2015. Due to nonavailability of full time secretary there was delay in certain cases.
3. The Annual Return as required under Payment of Bonus Act. 1965 read with Payment ofBonus Rules. 1975 was not filed: The Company is in the process of filing the same.
4. The Annual Return as required under Minimum Wages Act. 1948 read with Minimum Wages(Central) Rules. 1950 was not filed: The Company is in the process of filing the same.
5. The Annual Return as required under Payment of Wages Act. 1936 read with AndhraPradesh Payment of Wages Rules. 1937 was not filed: The Company is in the process offiling the same.
6. The returns were not filed as required under Employment Exchange Act. 1959: TheCompany is in the process of filing the same.
RISK MANAGEMENT POLICY
The Risk Management framework of your Company which ensures regular review bymanagement to proactively identify the emerging risks to do risk evaluation and riskprioritization along with development of risk mitigation plans and action taken. Thevarious risks including the risks associated with the economy regulation competitionforeign exchange interest rate etc. are documented monitored and managed efficiently.
In order to fulfill the objectives and to lay a strong foundation for the developmentand implementation of a risk management framework the policy adopted by the Board hadbeen in line with the policy statement as below:
a. To ensure protection of the shareholder through establishing an integrated riskmanagement framework for monitoring reporting and mitigating risk.
b. To provide strong basis for informed decision making at all levels of theorganization.
c. To strive towards the betterment of the system of risk management on a continuousbasis.
MANAGEMENTS DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under LODR Regulations isdisclosed separately in the current Annual Report.
The Securities and Exchange Board of India (SEBI). on September 2. 2015 issued SEBI(Listing Obligations & Disclosure Requirements) Regulations. 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1. 2015. Accordingly all listed entities were required to enter into the newListing Agreement within six months from the effective date. The
Company entered into new listing agreement with the BSE during the month of February.2016.
As required by the existing Regulation 34(3) of the Listing Regulation a detailedreport on Corporate Governance is included in the Annual Report. The Auditors havecertified the Company's compliance of the requirements of Corporate Governance in terms ofRegulation 34(3) of the Listing Regulation and the same is annexed to the Report onCorporate Governance.
FRAUDS REPORTED BY AUDITORS
During the year there were no frauds reported by the Auditors falling under Section143 of the Companies Act. 2013.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT. 2014
Your Company is committed in creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. Asrequired under the provisions of Sexual Harassment of Women at Workplace (Prevention.Prohibition and Redressed) Act. 2013 your Company has constituted an Internal ComplaintsCommittee. No complaints were received by the committee during the year under review.Since the number of complaints filed during the year was NIL. the Committee prepared a NILcomplaints report. This is in compliance with section 22 of the Sexual Harassment of Womenat Workplace (Prevention. Prohibition and Redressed) Act. 2013.
CORPORATE SOCIAL RESPONSIBILITY
The terms of reference of CSR Committee forms part of the Corporate Governance Report.Contents of the CSR Policy are also available on the Company's Website at
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.