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K E C International Ltd.

BSE: 532714 Sector: Infrastructure
NSE: KEC ISIN Code: INE389H01022
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OPEN 454.00
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VOLUME 3970
52-Week high 486.45
52-Week low 299.10
P/E 17.53
Mkt Cap.(Rs cr) 11,563
Buy Price 449.15
Buy Qty 21.00
Sell Price 449.65
Sell Qty 42.00
OPEN 454.00
CLOSE 453.15
VOLUME 3970
52-Week high 486.45
52-Week low 299.10
P/E 17.53
Mkt Cap.(Rs cr) 11,563
Buy Price 449.15
Buy Qty 21.00
Sell Price 449.65
Sell Qty 42.00

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 Sixteenth Annual Report (Integrated) of theCompany together with Consolidated and Standalone Audited Financial Statements of theCompany for the financial year ended on March 31 2021.

1. FINANCIAL RESULTS

Particulars

Consolidated

Standalone

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from Operations 13114.20 11965.37 11851.79 10470.62
EBITDA 1141.21 1234.35 1231.73 1126.06
Finance Cost 262.69 307.98 241.35 276.96
Depreciation & Amortisation 152.53 147.20 121.78 117.69
Profit Before Tax 755.91 790.27 896.62 745.28
Tax Expenses 203.19 224.75 250.53 199.55
Profit After Tax 552.72 565.52 646.09 545.73
Dividend on equity shares 102.84* 105.38# 102.84* 105.38#

 

* final dividend proposed

 # Dividend including dividend distribution tax

2. PERFORMANCE

Financial Performance

On a consolidated basis the Company achieved a turnover of Rs.13114 Crore in FY2020-21 with a growth of about 10 percent over FY 2019-20 despite the disruptions causedby the COVID-19 pandemic. This was a result of the concerted efforts towards ramp up inexecution by deployment of mechanization automation and digitalization initiatives toimprove productivity and enhance quality of execution. The Company achieved an EBITDAmargin of 8.7 percent for FY 2020-21 which was marginally impacted by the steep rise incommodity prices additional expenditure on account of the pandemic and cost escalation inthe Company's Subsidiary in Brazil. The net profit for FY 2020-21 was Rs.553 Crore asagainst Rs.566 Crore in FY 2019-20. The Company achieved a reduction in interest coststhrough better working capital management and reduction of high-cost loans. On astandalone basis the Company achieved a turnover of Rs.11852 Crore and a net profit ofRs.646 Crore as against Rs.10471 Crore and ` 546 Crore respectively for the previousyear.

During the year the Company secured orders of Rs.11876 Crore with a closing orderbook of Rs.19109 Crore. The order intake could have been higher but for the delay inordering activities and conversion of L1 amidst the pandemic induced global slowdown. Theorders during the year were primarily driven by the T&D business.

Power Transmission & Distribution (T&D) – T&D businesswitnessed a progressive ramp up across all project sites in Domestic as well asInternational locations. Despite the challenges due to COVID-19 pandemic especially ininternational locations the business has been successful in maintaining revenues in linewith last year. The business witnessed significant traction in terms of order intake bothin domestic as well as international locations. The business reinforced its leadershipposition across several regions and secured orders of over Rs.7500 Crore which was agrowth of 75 percent over last year.

Railways – The Railway business continued to be one of the key growth driversas it delivered a stellar performance and surpassed revenues of over Rs.3400 Crore forthe year with a growth of 34 percent vis--vis the previous year. In line with thediversification strategy the business expanded its presence in technologically enabledareas and are now executing OHE third rail ballast-less track works for Metros andnext-generation Signalling & Telecommunication systems for the Dedicated FreightCorridor. Additionally it has also diversified into emerging areas such as speedupgradation for High-Speed Rail construction of depots and workshops for Urban Infraprojects and tunnel ventilation. Over 50 percent of order intake during the year inRailways was from these new segments.

Civil – The Civil business achieved a revenue of Rs.1080 Crore this year witha growth of almost 3 times compared to the previous year. The business widened itsportfolio to enter new high growth areas and secured breakthrough orders and L1 positionsin the areas of warehouses water pipelines and airports. The business also reinforced itspresence in the industrial space by foraying into the chemical hydrocarbon and FGDsegments.

Solar – In Solar business the execution of the 20 MW carport project for areputed automobile manufacturer is on track with part commissioning already achieved. Theexecution for the recently secured 13.60 MW rooftop solar project for a corporate clientis also underway.

Smart Infra – In the Smart Infra business the execution of the existingsmart city and defence projects are on track. The business has also commenced execution ofa recently secured project for constructing an Integrated Command and Control Centre andinstalling other Smart City components.

Cables – The Cables business has rebounded well with a revenue growth of 9percent for the year vis--vis the previous year after the loss of production in thefirst quarter due to COVID-19 related lockdowns. The business is progressing well on thedevelopment of new products for railways and exports and is on track to commercialize moreproducts in FY 2021-22. The profitability of the business has witnessed headwinds due tosteep rise in the raw material prices.

3. DIVIDEND

The Board of Directors recommends a final dividend of

Rs.4.00 per equity share i.e. 200 percent of the nominal value of Rs.2/- per equityshare for the financial year ended March 31 2021. The dividend if approved by theMembers in the ensuing Annual General Meeting would involve a cash outflow of aboutRs.103 Crore.

In view of the changes made under the Income-Tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theshareholders. The Company shall accordingly make the payment of final dividend afterdeduction of tax at source as applicable.

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 which isavailable 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 2021 was Rs.51.42Crore. There was no change in the share capital during the year under review.

6. DEBENTURES

The Company has redeemed 1500 Non-convertible Debentures (Series I) on April 20 2020being the due date for redemption. Further the Company has repurchased 1000Non-convertible Debentures (Series II and III) on June 23 2020 and redeemed them beforetheir respective due dates. There were no outstanding debentures as on March 31 2021.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) ofSection 2 and Section 73 of the Companies Act 2013 ("the Act") and the Rulesframed thereunder. As on March 31 2021 there were no deposits lying unpaid or unclaimed.

8. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans given investments made and guarantees given & 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.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT BUSINESS RESPONSIBLITY REPORT ANDCORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of SEBI Listing Regulations a separate section on ManagementDiscussion and Analysis Business Responsibility Report and Corporate Governance Reporttogether with a certificate from a Practicing Company Secretary confirming compliance withthe Regulations relating to Corporate Governance of SEBI Listing Regulations are set outand form part of this Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBIListing Regulations the Consolidated Financial Statements of the Company including thefinancial details of all the 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.

11. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has seventeen subsidiaries as on March 31 2021 comprising of eight directsubsidiaries and nine step-down subsidiaries of which seven subsidiaries are operatingsubsidiaries and three subsidiaries functioning as special purpose vehicles. The Companyhas one associate company under Section 8 of the Act for the welfare of the pastemployees.

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 2021 are as under:

Subsidiary

Performance during FY 2020-21 (Rs.in Crore)

Contribution to overall performance of the Company (%)

Revenue Profit After Tax Revenue Profit After Tax
SAE Towers Brazil Torres de Transmisao Ltda. 814.19 (99.06) 6.21 (17.92)
SAE Towers Mexico S de RL de CV 324.53 4.23 2.47 0.77
SAE Towers Limited 300.96 0.03 2.29 0.01
KEC International (Malaysia) SDN.BHD. 269.62 4.92 2.06 0.89
KEC Towers LLC 81.44 0.38 0.62 0.07
SAE Prestadora de Servicios Mexico S de RL de CV 48.21 0.49 0.37 0.09

Pursuant to the provisions of Section 136 of the Act the Financial Statements of thesesubsidiaries are available 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' and the same isavailable on the website of the Company at https://www.kecrpg.com/policies.

12. 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. in the preparation of the annual accounts for the financial year ended on March 312021 the applicable Accounting Standards have been followed and no material departureshave been made 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 2021 and of the profit of theCompany for the year ended on March 31 2021;

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 2021on 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.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL 13.1 Directors

During the year under review Mr. A.T. Vaswani and Ms. Nirupama Rao were re-appointedas Independent Directors for a second term of five consecutive years commencing from July29 2020 up to July 28 2025. Mr. Vikram Gandhi and Mr. M.S. Unnikrishnan were appointedas Independent Directors of the Company with effect from August 07 2019 and November 082019 respectively for a first term of five years. All these appointments/re-appointmentswere approved by the Members of the Company at the previous Annual General Meeting heldduring the year by passing the requisite resolutions in this regard.

Mr. Vimal Kejriwal was re-appointed as Managing Director & CEO of the Company bythe Members on July 23 2019 effective April 01 2020 for a period of 2 years. The presentterm of Mr. Vimal Kejriwal as Managing Director & CEO will end on March 31 2022.Based on the performance evaluation of Mr. Vimal Kejriwal the Nomination and RemunerationCommittee and the Board of Directors of the Company at their respective meetings held onMay 10 2021 and May 11 2021 recommended and approved the re-appointment of Mr. VimalKejriwal as Managing Director & CEO of the Company w.e.f. April 01 2022 for a furtherperiod of two years subject to approval of Members at 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. Vimal Kejriwal Managing Director & CEO is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offershimself 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 ofMr. Kejriwal are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Vimal Kejriwal as stated above in theensuing Annual General Meeting.

13.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Actread with the Rules framed thereunder the following persons are the Key ManagerialPersonnel of the Company as on March 31 2021:

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 ofyour Company.

13.3 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. There has been no change in the circumstances affecting their status as anIndependent Director during the year. Further the Non-Executive Directors of the Companyhad no pecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any incurred by them for the purpose ofattending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and they hold highest standards ofintegrity. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualificationof Directors) Rules 2014 all the Independent Directors of the Company are exempted fromundertaking the online pro_ciency self-assessment test.

13.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance theDirectors individually and of its Committees as mandated under the Act and SEBI ListingRegulations. 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.

The Directors were provided with an electronic platform to record their views and aconsolidated report was generated by the agency based on the views expressed by all theDirectors. The reports generated out of the evaluation process were placed before theBoard at its meeting and noted by the Directors.

Further a meeting of Independent Directors was held on March 12 2021 chaired by Mr.A. T. Vaswani Lead Independent Director to review the performance of the ChairmanNon-Independent Director 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 also discussed the quality quantity and timeliness of flow ofinformation between the Company management and the Board which is necessary for the Boardto effectively and reasonably perform their duties. The feedback of the meeting was sharedby Lead Independent Director with the Board of the Company.

Based on the outcome of the evaluation the Board and its committees agreed toimplement the suggestions made by the Directors.

13.5 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.

13.6 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 subsection (3) of Section 178 of the Act and SEBI Listing Regulationsdealing with appointment and remuneration of Directors Key Managerial Personnel andSenior Management Personnel.

The policy covers criteria for determining qualifications positive attributesindependence and remuneration of Directors Key Managerial Personnel and Senior ManagementPersonnel. The said Policy is annexed to this Report as Annexure ‘A' and isalso available on the Company's website i.e. www.kecrpg.com under ‘Investors' tab.

13.7 Meetings of the Board of Directors

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

13.8 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.

14. AUDITORS 14.1 Statutory Auditors

Price Waterhouse Chartered Accountants LLP Chartered Accountants (Firm's RegistrationNo. 012754N/N500016) ("PwC") were appointed as the Statutory Auditors of theCompany to hold office for a period of five years from the conclusion of the TwelfthAnnual General Meeting until the conclusion of the Seventeenth Annual General Meeting. Therequirement of seeking rati_cation of appointment of the Statutory Auditors by the Membersat every Annual General Meeting has been done away effective

May 07 2018 by amendment to the provisions of the Act by the Ministry of CorporateAffairs and accordingly PwC continue to hold the office of Statutory Auditors for FY2021-22.

The Statutory Auditors' Report for the FY 2020-21 does not contain any qualificationsreservations adverse remarks or disclaimer and no frauds were reported by the Auditors tothe Company under sub-section (12) of Section 143 of the Act.

14.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12of the Companies (Audit and Auditors) Rules 2014 the audit of the accounts of the branchoffices of the Company located outside India is required to be conducted by the person(s)or firm(s) qualified to act as Branch Auditors in accordance with laws of that country.The Board of Directors seek approval of the Members to authorise the Board ofDirectors/Audit Committee to appoint Auditors for the branch offices of the Company andalso to fix their remuneration. The Board of Directors recommends to the Members theresolution as stated in Item No. 4 of the Notice convening the ensuing Annual GeneralMeeting.

14.3 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 audit of its cost recordsby a qualified Cost Accountant.

The Board of Directors of the Company on the recommendation of the Audit Committeeapproved the appointment of M/s. Kirit Mehta and Co. Cost Accountants (Firm'sRegistration No.: 000353) as the Cost Auditors for the FY 2021-22 and recommends theirremuneration to the Members for their rati_cation at the ensuing Annual General Meeting.

The Cost Auditors' Report of FY 2019-20 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 said CostAudit Report was filed with the Ministry of Corporate Affairs on September 03 2020.

14.4 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 2020-21. The SecretarialAudit Report in Form MR-3 is annexed to this Report as Annexure ‘B'. The saidSecretarial Audit Report does not contain any qualifications reservations or adverseremarks and no frauds were reported by the Secretarial Auditors to the Company undersub-section (12) of Section 143 of the Act.

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee of the Directors interalia gives strategic direction to the CSR initiatives formulates and reviews annualCSR plans and programmes formulates annual budget for the CSR programmes and monitors theprogress on various CSR activities. Details of the composition of the CSR Committee havebeen disclosed separately as part of the Corporate Governance Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Actoutlines various CSR activities to be undertaken by the Company in the areas of promotingeducation enhancing vocational skills promoting healthcare including preventivehealthcare community development heritage conservation and revival etc. The CSR policyof the Company 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 initiatives included COVID-19related relief in multiple locations apart from its ongoing CSR programmes in terms of theAnnual Action Plan of the Company. The report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended from time totime is annexed to this Report as Annexure ‘C'.

16. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 othermatters._ The Code lays emphasis amongst others that all the activities and businessconducted are free from the influence of corruption and bribery in line with theanti-corruption and anti-bribery laws. The Corporate Governance & Ethics Committee(CGEC) oversight the ethical issues and act as a central body to monitor the compliance ofthe Code. To raise awareness of the Code amongst employees the Company conducts regularawareness workshops right from the induction stage to periodic courses on mandatory basisfor all the 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. The Company provides an equal employment opportunity and is committed forcreating a healthy working environment that enables employees to work without fear ofprejudice gender bias and sexual harassment. The Company also believes that all employeesof the Company have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this Policy and the Policy isgender neutral. During the year under review no complaints of any nature were received.

17. 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.

18. RISK MANAGEMENT POLICY

The Company is engaged in Engineering Procurement and Construction ("EPC")business and is exposed to various risks in the areas it operates. The Company has awell-defined risk management framework in place which works at various levels across theenterprise. The risk management mechanism forms an integral part of the business planningand review cycle of the Company and it is designed to provide reasonable assurances thatgoals are achieved by integrating management control into daily operations by ensuringcompliance with legal requirements and by safeguarding the integrity of the Company'sfinancial reporting and its related disclosures. The identification analysis and puttingin place the process for mitigation of these risks is an ongoing process. The Company hasa mechanism in place to inform the Risk Management Committee and Board members about riskassessment minimization procedures and periodical review thereof. The Risk ManagementCommittee of Directors constituted by the Board inter alia reviews Enterprise RiskManagement functions of the Company and is responsible for framing implementingmonitoring and reviewing Risk Management framework of the Company. The Committee onperiodical basis validates evaluates and monitors key risks and reviews the measurestaken for risk management and mitigation and effectiveness thereof. The key business risksfaced by the Company and the various measures taken by the Company are detailed inManagement Discussion and Analysis section.

19. 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.

20. 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. 54 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by theCompany with its Directors/Key Managerial Personnel or their respective relatives theCompany's Promoter(s) its subsidiaries/joint ventures/ associates or any other relatedparty that may have a potential conflict with the interest of the Company at large. ThePolicy on related party transactions as formulated by the Board is available on theCompany's website i.e. www.kecrpg.com under ‘Investors' tab.

21. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the website of the Company i.e. www.kecrpg.com under ‘Investors' tab.

22. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken various EHS management processes and implemented them underthe EHS system in line with the commitment to achieve its EHS objective of providing asafe workplace for its stakeholders. The Company is successfully leveraging moderntechnology and analytics to enable data driven decisions improve safety and ensurestrict adherence to safety rules and procedures. The Company continues to invest inimparting industry specific EHS training by leveraging cutting-edge technologies such asVirtual and Augmented Reality and focus on risk-based safety and skill development to itsemployees and workmen to ensure that all its stakeholders become more safety consciousand thereby improve 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.

23. 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 as Annexure‘D'.

24. 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 Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Annual Report. In terms of sub-section (1) of Section 136 of the Act theAnnual 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.

25. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that people are its most valuable assets. The Companyrecognises its diverse employees as the primary source of its competitiveness andcontinues focus on their development through digital and bespoke interventions. TheCompany has developed a continuous learning human resource base to unleash potential andfulfill the aspirations of the employees. The strategic thrust of Human Resource has beenon improvement of the performance of employees through training & development and alsoto identify outperformers who have the potential for taking higher responsibilities.

During the unprecedented crisis of the COVID-19 pandemic the Company keeping in mindthe safety and well-being of employees introduced a remote working policy and alsoinstituted measures to help the emotional well-being of people. Through various onlineinitiatives the Company also focused on capability development of its employees during thepandemic.

The employee relations remained cordial throughout the year. The Company (excludingsubsidiaries) had 5797 permanent employees on its rolls as on March 31 2021. The Boardplaces on record its sincere appreciation for the valuable contribution made by theemployees across all levels whose enthusiasm team efforts devotion and sense ofbelonging has always made the Company proud.

26. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Annual Report for the financial year2020-21 prepared as per IR Framework recommended by the International IntegratedReporting Council (IIRC) and the same is aimed at providing the Company's stakeholders acomprehensive depiction of the Company's financial and non-financial performance. TheReport provides insights into the Company's key strategies operating environment risksand opportunities governance framework and its approach towards long-term sustainablevalue creation across six capitals viz. financial capital manufactured capitalintellectual capital human capital social and relationship capital and natural capital.

27. 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 hasnot issued any equity shares with differential rights as to dividend 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 nochange in the nature of business of the Company as on the date of this Report. e. TheManaging Director & CEO of the Company did not receive any remuneration or commissionfrom any of its subsidiaries. f. No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future. g. There have been no material changes or commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this Report.

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

28. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State GovernmentDepartments Organizations and Agencies 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.

The Directors also appreciate and value the trust reposed in them by Members of theCompany.

29. 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) ofRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014– Annexure ‘E'

For and on behalf of the Board of Directors

Harsh V. Goenka
Place: Mumbai Chairman
Date: May 11 2021 (DIN: 00026726)

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