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K E C International Ltd.

BSE: 532714 Sector: Infrastructure
NSE: KEC ISIN Code: INE389H01022
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OPEN 479.65
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VOLUME 27199
52-Week high 549.20
52-Week low 345.15
P/E 44.92
Mkt Cap.(Rs cr) 12,034
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 479.65
CLOSE 474.15
VOLUME 27199
52-Week high 549.20
52-Week low 345.15
P/E 44.92
Mkt Cap.(Rs cr) 12,034
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K E C International Ltd. (KEC) - Director Report

Company director report

To the Members of KEC International Limited

The Directors are pleased to present the Seventeenth Annual Report (Integrated) of theCompany together with Consolidated and Standalone Audited Financial Statements of theCompany for the financial year ended on March 31 2022.

1.FINANCIAL RESULTS

Particulars

Consolidated

Standalone

FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from Operations 13742.26 13114.20 12573.27 11851.79
EBITDA 903.50 1141.21 1129.32 1231.73
Finance Cost 316.00 262.69 269.30 241.35
Depreciation & Amortisation 157.86 152.53 123.32 121.78
Profit Before Tax (PBT) 443.07 755.91 755.70 896.62
Exceptional Items - Gain/ (Loss)* (43.64) - (142.84) -
PBT after Exceptional Items 399.43 755.91 612.86 896.62
Tax Expenses 67.35 203.19 178.42 250.53
Profit After Tax 332.08 552.72 434.44 646.09
Dividend on equity shares 102.84 102.84 102.84 102.84

 

*Exceptional items include an amount of Rs. 43.64 Crore written off against a legacyarbitration in South Africa in both Consolidated and Standalone financial statements andan amount ofRs. 99.20 Crore towards provision for impairment of investments insubsidiaries in Standalone financial statement which mainly includesRs. 97.34 Crore forits investment in KEC Investment Holdings Mauritius on account of significant lossesincurred by the Company’s step down subsidiary in Brazil i.e. SAE Towers BrasilTorres de Transmiss?o Ltda.

2.PERFORMANCE

Financial Performance

The Company commenced the financial year amidst a global upheaval due to the COVID-19pandemic. The environment continued to be challenging due to a relapse of the pandemic inmany countries supply chain disruptions and continuous rise in commodity prices andlogistics costs. The situation showed signs of improvement with gradual reduction incommodity prices in the last quarter of FY 2021-22. However the ongoing conflictin Ukraine created fresh geopolitical uncertainties and a further surge in the alreadyelevated commodity prices.

On a consolidated basis the Company achieved a revenue of Rs. 13742 Crore in FY2021-22 with growth of about 5 percent over last year and a net profit of Rs. 332.08 Croreas against Rs. 552.72 Crore in the previous year. The growth in revenue has beencontributed by good performance of Civil Railways and Cable businesses. The Companyprogressed well in deploying several mechanization automation and digitalizationinitiatives across projects to improve productivity and quality of execution. In linewith the long term strategy the share of Non-T&D businesses has now increased to 50percent from 42 percent in the previous year. The growth could have been higher but for afew unforeseen issues such as suspension of projects in Afghanistan impact on Delhi metroprojects due to environmental restrictions COVID-19 challenges in international projectsand increasing commodity prices. The Company achieved an EBITDA margin of 9 percent at thestandalone level and 6.6 percent at the consolidated level for FY 2021-22. The margins andnet profit have been impacted primarily due to cost and time escalations in EPC projectsin the Company’s step down subsidiary in Brazil coupled with significantly highercommodity prices.

The Company has adopted a prudent approach and made an exceptional provision of Rs.99.20 Crore towards impairment of investment in Subsidiaries which mainly includes Rs.97.34 Crore for its investments in KEC Investment Holdings Mauritius due to significantlosses incurred by the Company’s step-down subsidiary in Brazil i.e. SAE TowersBrasil Torres de Transmiss?o Ltda. This has impacted the Company’s profit at thestandalone level. During the year the Company made an exceptional write-off amounting toRs. 43.64 Crore towards a legacy arbitration in South Africa. This has impacted the profitboth at standalone and consolidated level. Excluding the impact of these exceptionalitems the net profit for FY 2021-22 was Rs. 564.91 Crore at the standalone leveland Rs. 363.34 Crore at the consolidated level. During the year the Company witnessedslightly elevated level of working capital owing to slower collections losses in theCompany’s step down subsidiary in Brazil and increase in inventories due to highercommodity prices. This has led to higher interest cost during the year.

During the year the Company secured highest ever orders of Rs. 17203 Crore a robustgrowth of 45 percent over the previous year. The orders have been led by largecontributions in the Civil and International T&D businesses. This has significantlyenhanced the Company’s closing order book to Rs. 23716 Crore a growth of 24 percentover the previous year. The Company’s order book is well diversified acrossbusinesses with an equal share in both T&D and Non-T&D businesses.

Power Transmission & Distribution (T&D) – The T&D businessachieved revenues of ~ Rs. 6900 Crore for the year. The revenues could have been higherbut for global headwinds such as the political unrest in Afghanistan causing suspension ofprojects pandemic challenges in international projects and the continued elevated levelsof commodity prices. The business has secured significant orders of over Rs. 7400 Croreacross transmission lines and substations. The inflows are led by orders in theinternational markets especially in the Middle East SAARC and Americas. In line withthe Company’s strategy the business has expanded its footprint to two new countriesthis year. Despite a muted domestic environment this year the business has strengthenedits presence in India with orders of over Rs. 1500 Crore from PGCIL private players andstate utilities including Green Energy Corridor projects. During the year the businesshas also reinforced its presence in cabling solutions segment and has secured a largeorder for laying underground cables for a state utility in India.

Railways – The Railway business continued its growth trajectory as it achievedrevenues of Rs. 3860 Crore for the year a growth of 13 percent compared to the previousyear. The business has been successful in delivering double digit margins for the secondconsecutive year despite a challenging environment. The Company continues to maintainleadership in the area of Overhead Electrification (OHE) by successfully executing about23 percent of India’s railway electrification in FY 2021-22 the highest in theindustry. The business has secured orders of over

Rs. 2500 Crore a growth of 46 percent over the previous year and a market share ofover 20 percent. In line with its diversification journey the business has deepened itspresence in technologically enabled areas of metros with orders in OHE Power supplyBallastless tracks and Third rail and has also widened its presence in the conventionalsegments with orders in speed upgradation port connectivity tunnel ventilation andrailway sidings. The Company has seen some good success with orders in these new areasespecially in the Semi High-Speed Rail where the current market share is over 60 percent.

Civil – The Civil business has presented a robust performance with revenuesof ~ Rs. 1900 Crore an impressive growth of 75 percent over the previous year.The growth has been delivered on the back of rigorous execution across metro waterpipeline and industrial projects. The business has also seen a record year in terms oforder inflows in excess of Rs. 5800 Crore in FY 2021-22 a growth of 4 times over theprevious year. The business continued its diversification by foraying into public spacessegment with orders for construction of Airport and High Court buildings reinforced itspresence in Industrial and Residential segments strengthened portfolio in Urban Infra andWater Pipelines segments and expanded footprint in data centers. The uptick in orderintake has significantly enhanced the order book including L1 in this segment to anall-time high of over Rs. 7500 Crore.

Oil & Gas Pipelines – The Company had entered the Oil & Gascross-country pipelines business in line with Government’s thrust in this sector andthe Company’s vision to strategically expand its business portfolio into adjacencies.To accelerate growth in the business the Company acquired KEC Spur Infrastructure PrivateLimited (formerly known as Spur Infrastructure Private Limited) ("KEC Spur")making it a wholly owned subsidiary of the Company. The business has demonstrated notableperformance post acquisition. The Company is leveraging cross-functional synergies withKEC Spur for faster growth. With an order book of over

Rs. 800 Crore this business is becoming a significant part of the Company’soverall business portfolio.

Smart Infra – The Smart infra business secured an order as a Master SystemIntegrator (MSI) for three smart city projects in Punjab. In terms of execution theproject for Integrated Perimeter Security System is progressing well towards completion.

Cables – The Cables business has delivered a strong performance registeringits highest ever revenues and profitability during FY 2021-22. The business achievedrevenues of Rs. 1524 Crore with a growth of 44 percent over the previous year.

3.DIVIDEND

The Board of Directors recommends a dividendRs. 4/- of per equity share i.e. 200percent of the nominal value of

Rs. 2/- per equity share for the financial year ended March 31 2022. The said dividendif approved by the Members at the ensuing Annual General Meeting would involve a cashoutflow of about Rs. 103 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("SEBI ListingRegulations") the Company has formulated a Dividend Distribution Policy whichdetails various considerations based on which the Board may recommend or declare Dividend.The Policy is available on the website of the Company at https://www.kecrpg.com/policies.

4.TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5.SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2022 was Rs. 51.42Crore. There was no change in the share capital during the year under review.

6.DEPOSITS

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 ("the Act") and the Rules framedthereunder during the year under review. As on March 31 2022 there were no depositslying unpaid or unclaimed.

7.PARTICULARS OF LOANS GUARANTEES INVESTMENTS

The Company funds its subsidiaries from time to time in the ordinary course ofbusiness and as per the funding requirements through equity loan and/or guarantee(s) tomeet working capital requirements.

The loans given investments made and guarantees given and securities provided duringthe year under review are in compliance with the provisions of the Section 186 of the Actand Rules made thereunder and details thereof are given in the notes to the StandaloneFinancial Statements.

8.CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section Section 129 of the Act and SEBIListing Regulations the Consolidated Financial Statements of the Company including thefinancial details of its subsidiary companies forms part of this Annual Report. TheConsolidated Financial Statements have been prepared in accordance with the AccountingStandards prescribed under Section 133 of the Act.

9.SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has nineteen subsidiaries as on March 31 2022 comprising of nine directsubsidiaries and ten step-down subsidiaries of which nine subsidiaries are operatingsubsidiaries and three subsidiaries function as special purpose vehicles. The Company hasone associate company under Section 8 of the Act for the welfare of the past employees.

During the year under review a step-down subsidiary namely KEC EPC LLP wasincorporated on October 06 2021 in Dubai. KEC Towers LLC a wholly owned subsidiary ofthe Company is the sole shareholder of KEC EPC LLP.

During the year under review the Company acquired 100 percent equity shares ofKEC Spur Infrastructure Private Limited (formerly known as Spur Infrastructure PrivateLimited) ("KEC Spur") on October 13 2021. KEC Spur is engaged in setting up ofcross-country Oil and Gas Pipelines and city gas distribution networks. The Company hadentered into Oil and Gas Pipeline EPC business and this acquisition is in line with itsvision to strategically expand this business. KEC Spur delivered revenues of Rs. 181 Croreand secured orders of Rs. 300 Crore in the second half of FY 2021-22. At a standalonelevel KEC Spur delivered revenues of Rs. 255 Crore (3) offor FY 2021-22 againstRs. 104 Crore in the previous year with a robust growth of 145 percent. The Company haslaid special emphasis to integrate KEC Spur with the Company’s policies and processesduring the year.

Performance Highlights

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule5 of the Companies (Accounts) Rules 2014 the salient features of the FinancialStatements of each of the subsidiaries and associate companies are set out in theprescribed Form AOC-1 and the same forms part of the Financial Statements section of theAnnual Report.

The performance highlights of wholly owned operating subsidiaries and theircontribution to the overall performance of the Company during the financial year endedMarch 31 2022 are as under:

Subsidiary

Performance during FY 2021-22 (Rs. in Crore)

Contribution to overall performance of the Company (%)

Revenue Profit After Tax Revenue Profit After Tax
KEC Spur Infrastructure Private Limited* 180.74 16.69 1.32 5.03
SAE Towers Brasil Torres de Transmiss?o Ltda. 693.37 (238.61) 5.05 (71.85)
SAE Towers Mexico S de RL de CV 185.12 0.22 1.35 0.07
SAE Towers Ltd. 186.92 0.44 1.36 0.13
KEC International (Malaysia) SDN.BHD. 145.61 4.78 1.06 1.44
KEC Towers LLC 369.19 21.27 2.69 6.41
SAE Prestadora de Servicios Mexico S de RL de CV 12.61 (0.97) 0.09 (0.29)

 

*performance given since October 13 2021 being the date of acquisition.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of thesesubsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under‘Investors’ tab. Further in terms of SEBI Listing Regulations the Company hasformulated a policy for determining its ‘material subsidiaries’ which isavailable on the website of the Company at https://www.kecrpg.com/policies.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Act the Board of Directors of the Company hereby confirm that: 1. inthe preparation of the annual accounts for the financial year ended on March 31 2022 theapplicable Accounting Standards have been followed and no material departures have beenmade from the same;

2. we have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2022 and of the profit of theCompany for the year ended on March 31 2022;

3. we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31 2022on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

6. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT BUSINESS RESPONSIBILITY REPORT ANDCORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI Listing a separate section on Management Discussionand Analysis Business Responsibility Report and Corporate Governance Report together witha certificate from a Practicing Company Secretary confirming compliance with theRegulations relating to Corporate Governance of SEBI Listing Regulations are set out andform part of this Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL 12.1 Directors

During the year under review Mr. Vimal Kejriwal Managing Director and CEO wasre-appointed as "Managing Director and CEO" of the Company with effect fromApril 01 2022 for a further period of two years. The re-appointment was approved by theMembers of the Company at the last Annual General Meeting by passing the requisiteresolution in this regard.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) theBoard of Directors had appointed Mr. Vinayak Chatterjee as an Additional Director inNon-Executive Non-Independent category on the Board of the Company w.e.f. December 062021 to hold office till the conclusion of ensuing Annual General Meeting. A notice underSection 160 of the Act has been received from a Member proposing his candidature forappointment as a Director liable to retire by rotation. Accordingly the proposal for hisappointment is included in the Notice convening the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles ofAssociation of the Company Mr. Harsh V. Goenka is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations andSecretarial Standard - 2 on General Meetings brief resume expertise and other details ofDirector(s) proposed to be appointed/re-appointed are given in the Notice convening theensuing Annual General Meeting.

The Board recommends the appointment/re-appointment of Directors as stated above in theensuing Annual General Meeting.

12.2 Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 ofthe Act read with the Rules framed thereunder the following persons are the KeyManagerial Personnel of the Company as on March 31 2022:

1.Mr. Vimal Kejriwal Managing Director & CEO;

2.Mr. Rajeev Aggarwal Chief Financial Officer; and

3.Mr. Amit Kumar Gupta Company Secretary.

During the year under review there were no changes in the Key Managerial Personnel ofthe Company.

12.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation16 of SEBI Listing Regulations including amendments thereof the Company has receiveddeclarations from all the Independent Directors of the Company that they meet the criteriaof independence as prescribed under the provisions of the Act and SEBI ListingRegulations as amended from time to time. There has been no change in the circumstancesaffecting their status as an Independent Director during the year. Further theNon-Executive Directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees commission and re-imbursement of expenses if anyincurred by them for the purpose of attending meetings of the Board/Committee(s) of theCompany.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and they hold highest standards ofintegrity.

The Independent Directors have registered their names in the data bank maintained withthe Indian Institute of Corporate Affairs (‘IICA’). As per the proviso to Rule6(4) of the Companies (Appointment and Qualification of Directors) Rules 2014 all theIndependent Directors of the Company are exempted from undertaking the online pro_ciencyself-assessment test.

12.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance theDirectors individually and of its Committees pursuant to the provisions of the Act and theSEBI Listing Regulations. The Board evaluation was conducted through questionnairedesigned based on the criteria for evaluation laid down by the Nomination and RemunerationCommittee. In order to have a fair and unbiased view of all the Directors the Companyengaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 15 2022 chaired by Mr. A. T.Vaswani Lead Independent Director to review the performance of the ChairmanNon-Independent Director(s) of the Company and the performance of the Board as a whole asmandated by Schedule IV of the Act and SEBI Listing Regulations. The Directors alsodiscussed the quality quantity and timeliness of flow of information between the Companymanagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties. The feedback of the meeting was shared by Lead Independent Directorwith the Board of the Company.

The action areas identified on the basis of the feedback from the evaluation processare under implementation.

12.5 Familiarisation Programme for Independent Directors

The details of the induction and familiarisation programme are explained in the Reporton Corporate Governance and are also available on the Company’s website i.e.www.kecrpg.com under ‘Investors’ tab.

12.6 Policy on Appointment and Remuneration of Directors Key Managerial Personnel andSenior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of theprovisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulationsdealing with appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement Personnel.

The policy covers criteria for determining qualifications positive attributesindependence and remuneration of its Directors Key Managerial Personnel and SeniorManagement Personnel. The said Policy is annexed to this Report as Annexure‘A’ and is also available on the Company’s website i.e. www.kecrpg.comunder ‘Investors’ tab.

12.7 Meetings of the Board of Directors

During the year under review the Board of Directors met six times. The details aregiven in the Corporate Governance Report which forms a part of the Annual Report.

12.8 Meetings of the Audit Committee

During the year under review the Audit Committee met eight times. The details of themeetings composition and terms of reference of the Committee are given in the CorporateGovernance Report which forms a part of the Annual Report.

13. AUDITORS 13.1 Statutory Auditors

The Statutory Auditors’ Report for the FY 2021-22 does not contain anyqualifications reservations adverse remarks or disclaimer and no frauds were reported bythe Auditors under sub-section (12) of Section 143 of the Act.

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules2014 the term of M/s. Price Waterhouse Chartered Accountants LLP

(Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Companyexpires at the conclusion of Seventeenth Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on May 03 2022 on therecommendation of the Audit Committee has made its recommendation for re-appointment ofM/s. Price Waterhouse Chartered Accountants LLP ("PwC") as the StatutoryAuditors of the Company to hold office from the conclusion of Seventeenth Annual GeneralMeeting till the conclusion of Twenty Second Annual General Meeting of the Companysubject to the approval of the Members at the ensuing Annual General Meeting.

PwC has expressed its willingness to be re-appointed as the Statutory Auditors of theCompany and also confirmed its eligibility in compliance with the provisions of Sections139 141 and other applicable provisions of the Act.

The Board of Directors recommends to the Members the re-appointment of PwC as theStatutory Auditors of the Company. Accordingly the proposal for their re-appointment isincluded in the Notice convening the ensuing Annual General Meeting.

13.2 Cost Auditors

In terms of Section 148 of the Act read with Rule 14 of the Companies (Audit andAuditors) Rules 2014 the Company is required to maintain cost records in respect of itssteel and cables manufacturing facilities in India and have the cost records audited by aqualified Cost Accountant.

The Board of Directors of the Company at its meeting held on May 03 2022 on therecommendation of the Audit Committee approved the appointment of M/s. Kirit Mehta andCo. Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for the FY2022-23 and recommends their remuneration to the Members for their rati_cation at theensuing Annual General Meeting.

The Cost Auditors’ Report of FY 2020-21 did not contain any qualificationsreservations adverse remarks or disclaimers and no frauds were reported by the CostAuditors to the Company under sub-section (12) of Section 143 of the Act. The saidCost Audit Report was filed with the Ministry of Corporate Affairs on August 16 2021.

13.3 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Parikh Parekh & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit for the FY 2021-22. The SecretarialAudit Report in Form MR-3 is annexed to this Report as Annexure ‘B’.The said Secretarial Audit Report does not contain any qualifications reservations oradverse remarks and no frauds were reported by the Secretarial Auditors to the Companyunder sub-section (12) of Section 143 of the Act.

14. SUSTAINABILITY AND CORPORATE

RESPONSIBILITY

The Sustainability and Corporate Social Responsibility ("SCSR") Committee ofthe Board of Directors inter alia gives strategic direction to the Corporate SocialResponsibility (CSR) initiatives formulates and reviews annual CSR plans and programmesformulates annual budget for the CSR programmes and monitors the progress on various CSRactivities. The scope of the functioning of the Committee was widened to coversustainability and the Committee has been renamed as Sustainability and Corporate SocialResponsibility Committee with effect from May 03 2022. Details of the composition of theSCSR Committee have been disclosed separately in the Corporate Governance Report. The CSRPolicy of the Company adopted in accordance with Schedule VII of the Act outlines variousCSR activities to be undertaken by the Company in the areas of promotingeducationenhancingvocationalskillspromotinghealthcare including preventive healthcarecommunity development heritage conservation and revival etc. The CSR policy of theCompany is available on the Company’s website i.e. www.kecrpg.com under‘Investors’ tab.

During the year under the review the Company’s CSR initiative continued toinclude COVID-19 related relief in multiple locations apart from its ongoing CSRprogrammes in terms of the Annual Action Plan of the Company. The report on CSR activitiesas required under the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time is annexed to this Report as Annexure ‘C’.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT THEWORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPGCode") which is applicable to all the directors and employees of the Company. TheCode provides for the matters related to governance compliance ethics and other matters.The Code lays emphasis amongst others that all the activities and business conducted arefree from the influence of corruption and bribery in line with the anti-corruption andanti-bribery laws. The Corporate Governance & Ethics Committee (CGEC) oversees theethical issues and acts as a central body to monitor the compliance of the Code. To raiseawareness of the Code amongst employees the Company conducts regular awareness workshopsfrom the induction stage to periodic courses on mandatory basis for all employees.

In accordance with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has adopted a Policy onPrevention of Sexual Harassment at Workplace ("the Policy") to ensureprevention prohibition and redressal of sexual harassment at workplace. The Policy hasbeen formed to prohibit prevent and deter the commission of the acts of sexual harassmentat workplace and to provide the procedure for redressal of complaints pertaining to sexualharassment. An Internal Complaints Committee SOCIAL (ICC) has been set up toredress complaints received regarding sexual harassment. The Company provides an equalemployment opportunity and is committed for creating a healthy working environment thatenables employees to work without fear of prejudice gender bias and sexual harassment.The Company also believes that all employees of the Company have the right to be treatedwith dignity. All employees are covered under this Policy and the Policy is genderneutral. The orientation programs for new employees include awareness sessions onprevention of sexual harassment and upholding the dignity of employees. During the yearunder review no complaints of any nature were received.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism as envisaged under the provisions of sub-section (9) of Section 177 of the Actthe Rules framed thereunder and Regulation 22 of SEBI Listing Regulations for thedirectors and its employees to raise their concerns or observations without fear orreport instances of any unethical or unacceptable business practice or event ofmisconduct/unethical behavior actual or suspected fraud and violation of RPG Code etc.

The Policy provides for protecting confidentiality of those reporting violation(s) andrestricts any discriminatory practices against them. The Policy also provides for adequatesafeguards and protection against victimization of persons who avail such mechanism. Toencourage employees to report any concerns and to maintain anonymity the Policy providesdirect access for grievances or concerns to be reported to the Corporate Governance andEthics Committee (CGEC) a Committee constituted for the administration and governance ofthe Policy. The Policy also facilitates direct access to the Chairman of the AuditCommittee in appropriate and exceptional cases. The Policy can be accessed on theCompany’s website i.e. www.kecrpg.com under ‘Investors’ tab.

17. RISK MANAGEMENT POLICY

The Company is a global infrastructure major engaged in Engineering Procurement andConstruction ("EPC") business and is exposed to various risks in the areas itoperates. In a fast changing and dynamic business environment the risk of political andeconomic uncertainties market volatility cut-throat competition technological anddigital disruptions and cyber threats have increased manifold. The Company’s RiskManagement Policy outlines guidelines in identification assessment measurementmonitoring mitigating and reporting of key business risks associated with the activitiesconducted. The risk management mechanism forms an integral part of the business planningand review cycle of the Company. It is designed to provide reasonable assurance towardsachievement of its goals by integrating management control into daily operations ensuringcompliance with legal requirements and safeguarding the integrity of the Company’sfinancial reporting and the related disclosures. The Company has a mechanism in place toinform the Risk Management Committee and Board members about risk assessment minimizationprocedures and periodical review thereof. The Risk Management Committee of the Company interalia reviews Enterprise Risk Management functions of the Company and ensuresappropriate methodology processes and systems are in place to monitor and evaluate risksassociated with the business of the Company. The Committee periodically validatesevaluates and monitors key risks and reviews the measures taken for risk management andmitigation. The key business risks faced by the Company and the various mitigationmeasures taken by the Company are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinarycourse of business and at arm’s length basis. The Audit Committee grants an omnibusapproval for the transactions that are in the ordinary course of the business andrepetitive in nature. For other transactions the Company obtains specific approval of theAudit Committee before entering into any such transactions. A statement giving details ofall Related Party Transactions are placed before the Audit Committee on a quarterly basisfor its review. Disclosure as required under Indian Accounting Standards ("INDAS")-24 have been made in the Note No. 56 to the Standalone Financial Statements.There are no materially significant related party transactions entered into by the Companywith its Directors/Key Managerial Personnel or their respective relatives theCompany’s Promoter(s) its subsidiaries/joint ventures/ associates or any otherrelated party that may have a potential conflict with the interest of the Company atlarge. The Policy on Related Party Transactions as formulated by the Board is availableon the Company’s website i.e. www.kecrpg.com under ‘Investors’ tab.

20. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 is available on thewebsite of the Company i.e. www.kecrpg.com under ‘Investors’ tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken various EHS processes and implemented them under the EHSsystem in line with the commitment to achieve its objective of providing a safe workplacefor its stakeholders. The Company continues to be certified under the latest internationalstandards of Integrated Management System that encompasses ISO 9001:2015 ISO 14001: 2015and ISO 45001: 2018 standards.

The Company is successfully leveraging modern technology and analytics to enable datadriven decisions improve safety and ensure strict adherence to safety rules andprocedures. The Company has migrated to a digital Environment Health and Safety (EHS)reporting system which provides a real time reporting framework at all levels of theorganization enabling immediate action. The Company continues to invest in impartingindustry specific EHS training by leveraging cutting-edge technologies such as Virtual andAugmented Reality and focus on risk-based safety and skill development to its employeesand workmen to ensure that all its stakeholders become more safety conscious and therebyimprove the organization’s approach towards prevention of loss.

During the year the Company has bagged various EHS awards and appreciation from itsprestigious customers and independent agencies. A separate section has been added to thisIntegrated Annual Report with details on EHS initiatives of the Company.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy natural resources andadoption of latest technology in its areas of operation. The particulars relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under clause (m) of sub-section (3) of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report asAnnexure ‘D’.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read withsub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time the disclosures pertaining to theremuneration and other details are annexed to this Report as Annexure ‘E’.

The statement containing names and other details of the employees as required undersub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Actthe Annual Report is being sent to the Members and others entitled thereto excluding theaforesaid information. The said information is open for inspection and any Memberinterested in obtaining a copy of the same may write to the Company.

24. HUMAN RESOURCE / INDUSTRIAL RELATIONS

The Company understands that people are its most valuable asset and recognizes talentas the primary source of competitive edge. Realizing the criticality of talent theCompany continues to focus on capability building by building talent pool throughdedicated talent pipelines and competency upgradation through Behavioral TechnicalFunctional and Digital learning and development initiatives. Creating employee happinesshas been focus area for concerted efforts which has led to conceptualizing evolving andimplementation of Happiness Framework with the sole purpose of creating and sustainingEmployee Engagement. Despite unprecedented challenges posed by COVID-19 pandemic theCompany leveraged all channels of communication reviewed and monitored crisis resolutionHealth Safety & Hygiene of employees connected with employees and their family toalign with the new normal. The employee relations remained cordial throughout the year. Ason March 31 2022 the Company had 6038 permanent employees excluding its subsidiaries.The Board places on record its sincere appreciation for the valuable contribution made bythe employees across all levels whose enthusiasm team efforts devotion and sense ofbelonging has always made the Company proud.

25. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Report for the financial year 2021-22prepared as per IR Framework recommended by the International Integrated Reporting Council(IIRC) and the same is aimed at providing the Company’s stakeholders a comprehensivedepiction of the Company’s financial and non-financial performance. The Reportprovides insights into the Company’s key strategies operating environment risks andopportunities governance framework and its approach towards long-term sustainable valuecreation across six capitals viz. financial capital manufactured capital intellectualcapital human capital social & relationship capital and natural capital.

26. OTHER DISCLOSURES

The Directors state that no disclosures or reporting is required in respect of thefollowing items as the same is either not applicable to the Company or relevanttransactions/events have not taken place during the year under review:

a) The Company has not issued any equity shares with differential rights as todividend voting or otherwise.

b) The Company has not issued shares (including sweat equity shares) to employees underany scheme.

c) There was no revision in the financial statements.

d) There has been no change in the nature of business of the Company as on the date ofthis Report.

e) The Managing Director & CEO of the Company did not receive any remuneration orcommission from any of its subsidiaries.

f) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

g) There have been no material changes or commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthis Report.

h) There are no proceedings pending under the Insolvency and Bankruptcy Code 2016 asat the end of financial year March 31 2022.

The Company has been in compliance with the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India during the financial year.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State GovernmentDepartments Organizations and Agencies in India and Governments of various countrieswhere the Company has its operations for their continued support and co-operation. TheDirectors are also thankful to all valuable stakeholders viz. customers vendorssuppliers banks financial institutions joint venture partners and other businessassociates for their continued co-operation and excellent support provided to the Companyduring the year. The Directors acknowledge the unstinted commitment and valuablecontribution of all employees of the Company. Annual The Directors also appreciate andvalue the trust reposed in them by Members of the Company.

28. ANNEXURES

The following annexures form part of this Report: a) Nomination and RemunerationPolicy – Annexure ‘A’ b) Secretarial Audit Report – Annexure‘B’ c) Annual Report on Corporate Social Responsibility – Annexure‘C’ d) Conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo – Annexure ‘D’ e) Information under sub-rule (1)of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 – Annexure ‘E’

For and on behalf of the Board of Directors
Harsh V. Goenka
Place: Mumbai Chairman
Date: May 03 2022 (DIN: 00026726)

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