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K C P Ltd.

BSE: 590066 Sector: Industrials
NSE: KCP ISIN Code: INE805C01028
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OPEN 105.45
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VOLUME 1015
52-Week high 143.00
52-Week low 96.50
P/E 111.45
Mkt Cap.(Rs cr) 1,336
Buy Price 103.50
Buy Qty 1.00
Sell Price 103.65
Sell Qty 1.00
OPEN 105.45
CLOSE 103.40
VOLUME 1015
52-Week high 143.00
52-Week low 96.50
P/E 111.45
Mkt Cap.(Rs cr) 1,336
Buy Price 103.50
Buy Qty 1.00
Sell Price 103.65
Sell Qty 1.00

K C P Ltd. (KCP) - Director Report

Company director report

Dear Shareholders

Your directors take pleasure in presenting their 81st Annual Report ofthe company together with the Audited Financial Statements for the financial year ended31st March 2022.

1. Statement of affairs of the Company:

The performance of the business is detailed out in the ManagementDiscussion and Analysis Report which forms part of the Annual Report

2. Financial Performance:

(Rs in Lakhs)

Particulars Stand Alone Consolidated (Group)
31-03-2022 31-03-2021 31-03-2022 31-03-2021
Revenue from Operations 158436 129488 210821 169253
Profit (EBIDTA) 27883 32859 41283 39028
Less: a) Interest and Finance Charges 3158 4242 3385 4637
b) Depreciation 6517 6942 8706 9171
Profit before Tax 18208 21675 29192 25220
Tax 5278 6343 5278 6343
Profit After Tax from Continuing Operations 12930 15332 23914 18877
Profit / (Loss) from Discontinued Operations - - - -
Less : Tax of Discontinued Operations - - - -
Profit / (Loss) from Discontinued Operations After Tax - - - -
Profit After Tax 12930 15332 23914 18877
Add : Share of Profit from Joint Veture - - 52 (381)
Less : Non-Controlling Share of Profit 5152 2198
Profit / (Loss) after Non controlling interest 12930 15332 18814 16299
Other Comprehensive Income (OCI) 70 100 2865 (681)
Add : Share of OCI from Joint Veture - - (7) 14
Less : Non-Controlling Share of OCI - - 955 (291)
OCI after Non controlling share 70 100 1903 (376)
Total Comprehensive Income (TCI) 13000 15433 26824 17829
Less : Non-Controlling Share of TCI - - 6108 1906
Total Comprehensive Income after minority interest 13000 15433 20717 15923

3. Summary of Company?s Operational and Financial performance:

• The consolidated revenue from operations increased from Rs.169253 Lakhs to Rs.210821 Lakhs.

• The consolidated profit before tax was Rs.29192 lakhs againstRs.25220 lakhs of previous year.

• The consolidated profit after tax was Rs.23914 lakhs againstRs.18877 lakhs of previous year.

4. Dividend

The Board of Directors have recommended dividend of Re. 1/- per EquityShare of Re. 1/- for the year ended March 31 2022 subject to approval of theShareholders at the ensuing 81st Annual General Meeting of the Company. The Dividend ifdeclared by the Shareholders will be paid on or after Thursday August 25 2022.

In terms of the provisions of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended (‘the ListingRegulations?) the Company has formulated a Dividend Distribution Policy.

The recommended dividend is in line with our Company?s dividendpolicy which is available on the Company?s website.

5. Transfer to Reserves

The Company has not transferred any amount to the Reserves for the yearended 31st March 2022.

6. Share Capital

The Company?s paid-up equity share capital continues to stand at128921160 as on 31st March 2022.

During the year under review the Company has not issued any shares orconvertible securities. The Company does not have any scheme for the issue of sharesincluding sweat equity to its Employees or Directors.

7. Financial liquidity

Consolidated cash and cash equivalent as on 31st March 2022 stood atRs. 382.78 Lakhs and Rs.309.13 Lakhs in the previous year. The Company?s workingcapital management is robust and involves a well- organized process which facilitatescontinuous monitoring and control over receivables inventories and other parameters.

8. Credit Rating

CRISIL a reputed rating agency has given the credit rating of A+/STABLE for the long-term and A1 for the short-term financial instruments of the Company.This reaffirms the reputation and trust the Company has earned for its sound financialmanagement and its ability to meet its financial obligations.

Facility Period Rated Value Crores (Rs.) Rating assured
Total Bank loan facility Long-term Rating 579.96 CRISIL A+ / Stable ( Upgraded from "CRISIL A/Stable")
Short-term Rating CRISIL A1 (Reaffirmed)
Fixed Deposits - 125.00 F AA-/ Stable (Upgraded from "FA+/ Stable") and further migrated to CRISIL A+ / Stable.

9. Deposits from Public:

The total amount of Deposits outstanding as on 31st March 2022 wasRs.8554.11 Lakhs as against Rs.8507.33 Lakhs outstanding on 31st March 2021. Depositsmatured and unclaimed was Rs.458.85 Lakhs from 360 depositors. Out of the said matured andunclaimed deposits the company has renewed Deposits of Rs.128.43 Lakhs and Rs.14.09 Lakhsdeposits repaid as on the date of the report.

Depositors are intimated about the maturity of deposits with a requestto either renew or claim their deposits. As per the provisions of Section 125 of theCompanies Act 2013 read with relevant Rules deposits remaining unclaimed for a period ofseven years from the date of maturity for payment have to be transferred to the InvestorEducation and Protection Fund (IEPF) established by the Central Government. Accordinglyduring the year an amount of Rs.0.88 Lakhs towards unclaimed deposits and Rs.0.50 Lakhstowards Stale cheque unclaimed on deposits has been transferred to the IEPF.

10. Particulars of Loans Guarantees and Investments

The Company has No Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014.

11. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report for the year under review is presented in a separatesection forming part of the Annual Report.

12. Particulars of Contracts or Arrangements with Related Parties:

The Company has developed a Related Party Transactions Manual andStandard Operating Procedures for the purpose of identification and monitoring RelatedParty transactions. All transactions with Related Parties are placed before the AuditCommittee as also the Board for approval. Prior omnibus approval of the Audit Committeeand the Board is obtained for the transactions which are foreseeable and of a repetitivenature. The transactions entered into pursuant to the approvals so granted are subjectedto audit and a statement giving details of all related party transactions is placed beforethe Audit Committee and the Board of Directors on a quarterly basis.

The details of contracts or arrangements entered with the relatedparties along with the Justification is provided in Form AOC 2 as Annexure- 6 of thisreport.

There were no materially significant related party transactions withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board maybe accessed on the Company?s website at www.kcp.co.in.

No whole time Director or Managing Director of the company is inreceipt of any salary or Commission from Subsidiary company in terms of Section 197(4) ofthe 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 Womenempowerment Health Water and Sanitation. These projects are largely in accordance withSchedule VII of the Companies Act 2013.

The Company is committed to identifying and supporting programmes aimedat:

• Empowerment of the disadvantaged sections of the society througheducation healthcare drinking water & sanitation and eradicating hunger and povertythrough livelihood generation and skill development;

• Supporting environmental and ecological balance throughafforestation soil conservation rain water harvesting.

• Undertake rural development projects;

The Company has constituted CSR Committee in accordance with Section135 of the Companies Act 2013. The CSR Committee has formulated and recommended to theBoard CSR Policy indicating the activities to be undertaken by the Company which hasbeen approved by the Board. The CSR Policy may be accessed on the Company?s websiteat www.kcp.co.in.

The Company?s CSR Policy as stated earlier is in alignment withthe requirements of the Act. The CSR Policy Statement and Report on the activitiesundertaken during the year is annexed to the Board?s Report as Annexure 3.

Details of various social projects and initiatives undertaken as partof our Corporate Social Responsibility are given in report on CSR activities which formspart of this Annual Report.

14. Risk Management

The Company has a robust Risk Management framework to identifyevaluate business risks and opportunities.

This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company?s competitive advantage.

The business risk framework defines the risk management approach acrossthe organization at various levels including documentation and reporting.

The Board of Directors of the Company has formed a Risk ManagementCommittee to monitor the risk management plan for the Company and ensuring itseffectiveness. The key risks identified by the Company and their mitigation measures areas under:

Raw Materials: Limestone being one of the primary raw materials used inthe manufacture of cement it is imperative for the Company to ensure its uninterruptedlong-term availability.

Most of the Company?s mining leases extended up to March 312052thereby ensuring adequate limestone reserves to cater to the requirements of its plantstill the said date whereafter the Company will have to participate in auctions.

To address the above risks the Company would like to participate inauctions with a view to secure new mining leases for its existing plants as well as forits expansions at different locations as and when necessary.

Market Competition: The cement industry is witnessing a significantimbalance in its total installed capacity vis-a-vis the capacity utilization. Despite thecapacity overhang capacity expansion still continues resulting in intense competitionand adverse impact on the Company?s market share sales volume and profitability.

Cyber Security: With increased reliance on IT systems and thewidespread usage of internet for doing business there is a constant threat to theCompany?s sensitive data assets being exposed to unethical hacking and misuse. Theramifications from cyber-attacks may not only been confined to mere loss of data but mayresult in business and reputation loss.

The Indian Government having recognized the cyber risks has alsointroduced tighter Cyber Security laws. Responsibilities have been entrusted to theDirectors of the Company under the Companies Act 2013 to take appropriate steps to ensurecyber security.

The Company?s cyber security management framework aligns withindustry standards and regulations.

The Company has adequate processes and systems in place to review on aregular basis the cyber security risk.

Legal Risks: The risks arising out of pending legal cases are reviewedon a regular basis by the Board from the perspective of probability of imposition of heavypenalty or receiving adverse orders which could have a high financial and/or reputationalimpact on the Company.

All-important cases are being closely monitored by the Company and abroad strategy is outlined for effective management of litigation related risks.

Financial risk:

The financial risk for our Company emanates from fluctuations ininterest rate exchange rate and commodity prices. Your Company has well defined policiesfor foreign exchange treasury investments interest rate and imported coal hedging. Thepolicies are reviewed periodically to align with the changes in financial market practicesand regulations. The Company has formulated a Risk Management Policy which is availableon company website www. kcp.co.in.

15. Internal Control Systems

The Company?s internal financial controls are commensurate withthe scale and complexity of its operations.

The controls were tested during the year and no reportable materialweaknesses either in their design or operations were observed. The Company has put inplace robust policies and procedures which inter alia ensure integrity in conducting itsbusiness safeguarding of its assets timely cementing relationships throughSustainability Innovation and Inclusivity Integrated Report Statutory Reports FinancialStatements preparation of reliable financial information accuracy & completeness inmaintaining accounting records and prevention & detection of frauds and errors.

16. Vigil Mechanism/ Whistle-blower Policy

Over the years the Company has established a reputation for doingbusiness with integrity and maintained zero tolerance for any form of unethical behavior.

Whistle-blower Policy is the vigil mechanism instituted by the Companyto report concerns about unethical behavior in compliance with the requirements of the Actand the Listing Regulations.

The Audit Committee oversees the functioning of this policy.

Protected disclosures can be made by a whistle-blower through severalchannels to report actual or suspected frauds and violation of the Company?s Code ofConduct.

Details of the Whistle-blower Policy have been disclosed on theCompany?s website and can be accessed athttp://www.kcp.co.in/downloads/investor/corporate- governance/whistle-blower-policy.pdf.

17. Subsidiary Associate and Joint venture companies

Subsidiary Company:

Our Company does not have any Indian Subsidiary company.

KCP Vietnam Industries Limited Vietnam is the material subsidiary asper the thresholds laid down under the SEBI Listing Regulations.

The Board of Directors of the Company has approved a Policy fordetermining material subsidiaries in line with the SEBI Listing Regulations as amended andthe Policy has been uploaded on the Company?s website.

The Audit Committee and Board review the financial statementssignificant transactions working and the financial results of the subsidiary company inVietnam KCP Vietnam Industries Limited.

There is no material change in the nature of the business of thesubsidiary.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company?s subsidiariesin Form No. AOC-1 is attached to the financial statements of the Company as Annexure 5. Nocompany ceased to be its Subsidiary joint venture or associate company during the year

In terms of provisions of Section 136 of the Companies Act 2013separate audited accounts of the subsidiary companies shall be available on its website atwww. kcp.co.in.

The Company will make available physical copies of these documents uponrequest by any shareholder of the Company interested in obtaining the same.

Joint venture

Our company has a joint venture company Fives Cail KCP Limited.

18. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014the extract of the Annual Return of the Company for the Financial Year March 312022 isuploaded on the website of the Company and can be accessed athttp://www.kcp.co.in/agm-reports.html.

19. Human resources / industrial relations

Our Company continuously focus on people related programmes aimed atattracting developing and retaining talent within organisation by way of:

a) Employee Engagement - Company enjoys high engagement levels from itsemployees which is reflected in its consistently improving performance. Companycontinuously aims to enhance the engagement levels of its people by ensuring that itsbusiness practices are in alignment with the holistic growth and development of its peoplewhich drives them to be actively engaged with the Company.

b) Talent Management - Company is continuously working on strengtheningand building talent in its Human Resources management team for supporting its growth.

c) Work Environment - Company provides a congenial work atmospherewhere every employee enjoys his work and It works on creating people practices which makesit 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 atthe plants.

The Company continuously undertakes initiatives aimed at providing ahealthy and safe workplace to its people.

Company regularly conducts Safety Audit to identify and eliminatepotential safety risks through an objective assessment of various equipment. Further Mockdrills on emergency preparedness are conducted to meet any contingency.

Industrial Relations

Employee Relations at all the Units and divisions of the companyremained cordial.

20. Board of Directors & Key Managerial Personnel Board ofDirectors

A. Appointments/ Re-appointments

In terms of Section 152 of the Act Sri. V. Chandra Kumar Prasad (DIN:008744154) Non-Executive Non- Independent Director retires by rotation and beingeligible offers himself for re-appointment. A resolution seeking shareholders?approval for his re-appointment along with other required details forms part of theNotice.

In terms of Section 152 of the Act Dr. Subbarao Vallabhaneni (DIN:008746927) Non-Executive Non- Independent Director retires by rotation and beingeligible offers himself for re-appointment. A resolution seeking shareholders?approval for his re-appointment along with other required details forms part of theNotice.

In terms of Section 152 of the Act Sri. Ravi Chitturi (DIN: 00328364)Non-Executive Non-Independent Director retires by rotation and being eligible offershimself for re-appointment. A resolution seeking shareholders? approval for hisre-appointment along with other required details forms part of the Notice.

The relevant details including profiles of Directors retiring byrotation and seeking re-appointment are included separately in the Notice of AGM.

The Board recommends their re-appointments for consideration of themembers at the ensuing AGM of the Company.

B. Cessation

There was no instance of resignation/ cessation of Directorship duringthe year under review.

21. Key Managerial Personnel (‘KMP?)

There is no change in the KMP of the Company during the financial yearended on 31st March 2022 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.G.N. Murty Chief Financial Officer

4. Sri.Y. Vijayakumar Company Secretary

22. Independent Directors

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status asindependent directors of the Company. During the year under review the non- executiveindependent directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees and reimbursement of expenses if any.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofmanufacturing finance strategy auditing tax and risk advisory servicesinfrastructure banking and they hold high standards of integrity.

Regarding proficiency:

The Company has adopted requisite steps towards the inclusion of thenames of all Independent Directors in the data bank maintained with the Indian Instituteof Corporate Affairs Manesar (‘IICA?).

Accordingly all the Independent Directors of the Company haveregistered themselves with IICA for the said purpose. In terms of Section 150 of the Actread with the Companies (Appointment & Qualification of Directors) Rules 2014 asamended since all the Independent Directors of the Company except Smt. 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 inthe database they are not required to undertake online proficiency self-assessment testconducted by the said Institute and Smt. Janaki Pillai has appeared and cleared theproficiency test.

23. Remuneration policy and criteria for selection of candidates forappointment as Directors KMP and Senior Leadership positions

The Company has in place a policy for remuneration of Directors and KMPas well as a well-defined criterion for the selection of candidates for appointment to thesaid positions which has been approved by the Board.

The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to the Executive Non-Executive Directors (by way ofsitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positionscover 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 athttp://www.kcp.co.in/downloads/investor/ corporate-governance/Remuneration-policy.pdf.

24. Number of meetings of the Board

Five meetings of the Board were held during the year.

For details of meetings of the Board please refer to the CorporateGovernance Report which is a part of this report.

25. Board effectiveness

a) Familiarization programme for Independent Directors

Over the years the Company has developed a robust familiarizationprocess for the newly appointed Directors with respect to their roles andresponsibilities way ahead of the prescription of the regulatory provisions.

The process has been aligned with the requirements under the Act andother related regulations. This process inter alia includes providing an overview of theindustry the Company?s business model the risks and opportunities the newproducts innovation sustainability measures digitization measures etc.

Details of the familiarization programme are explained in the Report onCorporate Governance and are also available on the Company?s website and can beaccessed at http://www.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 ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Risk Management Stakeholders? Relationship andCSR Committees as mandated under the Act and the Listing Regulations as amended from timeto time. The criteria applied in the evaluation process are explained in the Report onCorporate Governance which forms part of the Annual Report.

Board evaluation

The performance of the board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors the performance ofnon-independent directors the Board as a whole and Chairman of the Company was evaluatedtaking into account the views of executive directors and non-executive directors.

26. Disclosure on Audit Committee

The Audit Committee as on March 312022 comprises of the followingMembers:

Sri. P.S. Kumar (Chairman) Smt. V. Kavitha Dutt Joint ManagingDirector Sri V.H. Ramakrishnan Sri. Vijay Sankar and Sri. M. Narasimhappa are themembers of the committee.

All recommendations of Audit Committee were accepted by the Board ofDirectors.

27. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013M/s. K.S. Rao & Co. Chartered Accountants (Firm Registration No.003109S) Hyderabadwere appointed as Statutory Auditors of the to hold office from the conclusion of the 80thAnnual 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.

28. Cost Auditors and their Report

As per Section 148 of the Companies Act 2013 read with Rules framedthere under the Board has appointed M/s Narasimha Murthy & Co Cost AccountantsHyderabad and S. Mahadevan & Co Cost Accountants Chennai as the Cost Auditors forthe Cement and Engineering units respectively for the year 2021-22. They were re-appointed as Cost Auditors for the financial year 2022- 23 to conduct cost audit of theaccounts maintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board ofDirectors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. The Cost Auditors have certified thattheir appointment is within the limits of Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 2020-21 of M/s NarasimhaMurthy & Co Cost Accountants Hyderabad and Mahadevan & Co Chennai as the CostAuditors in respect of the various products prescribed under Cost Audit Rules was filedwith the Ministry of Corporate Affairs within the due date.

29. Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Act and Rules madethereunder the Company had appointed Smt. Sobana Pranesh (FCS No: 9825 CP No. 2403) toundertake the Secretarial Audit of the Company for FY 2021-22. The Secretarial AuditReport is annexed in Form No. MR-3 and forms an integral part of this Report. TheSecretarial auditor has not expressed any qualification in her Secretarial Audit reportfor the year under review.

Pursuant to Regulation 24A of Listing Regulations read with SEBICircular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 the Annual SecretarialCompliance Report of the Company forms part of this Report and is uploaded on the websiteof the Company i.e. www.kcp.co.in.

The Board of Directors at their meeting held on May 18 2022 hasappointed Smt. Sobana Pranesh (FCS No: 9825 CP No. 2403) as the Secretarial Auditor forFY 2022-23.

Details in respect of frauds reported by Auditors other than thosewhich are reportable to the Central Government

The Statutory Auditors Cost Auditors or Secretarial Auditors of theCompany have not reported any frauds to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013 and rules made there under.

30. Corporate Governance

The Board of Directors reaffirm their continued commitment to goodcorporate governance practices. During the year under review the Company complied withthe provisions relating to corporate governance as provided under the Listing Regulations.The compliance report together with a certificate from the Company?s auditorsconfirming the compliance is provided in the Report on Corporate Governance which formspart of the Annual Report.

31. Business Responsibility and Sustainability Report (BRSR)

In terms of amendment to regulation 34 (2) (f) of SEBI (LODR)Regulations with effect from the financial year 2022-2023 filing of BRSR shall bemandatory for the top 1000 listed companies (by market capitalization) and shall replacethe existing BRR. Filing of BRSR is voluntary for the financial year 2021-22.

As we are in top 1000 listed companies (by market capitalization) ForFY 2021-22 we are submitting the BRSR voluntarily.

32. Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standards (‘SS?) issued by the Institute of CompanySecretaries of India (SS1 and SS2) relating to Meetings of the Board and its Committeesand General Meetings respectively which have mandatory application during the year underreview.

33. Prevention of Sexual Harassment of Women at the Workplace

KCP is an equal employment opportunity Company and is committed tocreating a healthy working environment that enables employees to work without fear ofprejudice and gender bias.

As an organization the Company is committed to ensure that everyemployee is treated with dignity and respect and works in a conducive work environmentwhich promotes professional growth of employee and encourages equality of opportunity. TheCompany has zero tolerance towards any act on the part of any employee which may fallunder the ambit of ‘sexual harassment? at workplace and is fully committed touphold and maintain the dignity of every woman employee working in the Company.

The Company has formulated a comprehensive policy on preventionprohibition and redressal against sexual harassment of women at workplace which is alsoin accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (‘POSH?). The said policy hasbeen made available on the internal portal of the Company as well as the website of theCompany.

There were no complaints reported during the year

34. Transfer to the Investor Education and Protection Fund

The Unpaid/ unclaimed dividend for seven (7) years or more has to betransferred to the IEPF pursuant to the requirements under the Act.

Further according to the Rules the shares in respect of which dividendhas not been en-cashed by the shareholders for seven consecutive years or more shall alsobe transferred to IEPF Authority.

Details of which are provided on our website at http://http://kcp.co.in/downloads/investor/shareholders- information/unclaimed-dividend.xls

35. Particulars of Employees

The information required under Section 197(12) of the Companies Act2013 and the rules made there under as amended has been given in the annexure appendedhereto and forms part of this report as Annexure 1.

None of the employees listed in the said Annexure is a relative of anyDirector of the Company. None of the employees hold (by himself or along with his spouseand dependent children) more than 2 (two) percent of the Equity Shares of the Company.

a) The ratio of the remuneration of each director to the medianemployee?s remuneration for the financial year and such other details as prescribedis as given below:

Director Director Remuneration (Rs. Lakhs) Median Employee?s Remuneration (Rs. Lakhs) Ratio
Dr. V.L. Indira Dutt Chairperson and Managing Director 778.81 5.63 138.33
Smt. V. Kavitha Dutt Joint Managing Director 584.11 5.63 103.75

b) The percentage increase/ (decrease) in the median remuneration ofemployees in the Financial Year: (.006%)

c) The number of permanent employees (Management staff) on the rolls ofcompany: 634

d) Is remuneration is as per the remuneration policy of the company:Yes

36. 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 futureoperations.

37. Conservation of energy technology absorption foreign exchangeearnings and outgo

The particulars relating to conservation of energy technologyabsorption research and development foreign exchange earnings and outgo as required tobe disclosed under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 are given in Annexure- 2 to this Report.

38. Other Disclosures

• There were no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis report.

• The Company has not issued any shares with differential votingrights/ sweat equity shares.

• There was no revision in the Financial Statements.

• There has been no change in the nature of business of theCompany as on the date of this report.

• There are no proceedings either filed by KCP or pending underthe Insolvency and Bankruptcy Code 2016 as amended before National Company Law Tribunalor other courts during the year 2021-22.

39. Director?s Responsibility Statement

To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Act:

(i) that in the preparation of the Annual Accounts for the year endedMarch 31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) the directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312022and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting 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 befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(vi) that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

Acknowledgements

The Board of Directors wishes to place on record their gratitude to theCentral Government State Governments Company?s Bankers Customers dealers andother business associates for the assistance co- operation and encouragement theyextended to the Company. Your directors wish to whole heartedly thank the employees fortheir sincere and devoted contribution to the company?s continued performance. Yourdirectors are thankful to the shareholders and deposit holders for their continuedpatronage.

For and on behalf of the Board of Directors
Place: Chennai Date: May 18 2022 Dr. V.L. Indira Dutt Chairperson & Managing Director

.