The Board of Directors' take pleasure in presenting the report on the operations andbusiness of the Company along with Audited Financial Statements for the Financial Yearended 31st March 2021.
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Sales and Other Income:- || || || || |
|Domestic Sales ||181428 ||161954 ||222655 ||185795 |
|Export Sales ||106694 ||118246 ||120059 ||134781 |
|Other Income ||11038 ||13253 ||14185 ||18333 |
| ||299160 ||293453 ||356899 ||338909 |
|Profit before Interest & Depreciation ||70235 ||51099 ||86840 ||65841 |
|Less: Interest ||1961 ||3541 ||3284 ||4965 |
|Depreciation ||9792 ||9891 ||14670 ||13709 |
|Profit Before Tax ||58482 ||37667 ||68886 ||47167 |
|Less: Taxation:- || || || || |
|Provision for Current Tax ||15453 ||10084 ||17427 ||11850 |
|Tax relating to earlier years ||201 ||(944) ||259 ||(927) |
| ||15654 ||9140 ||17686 ||10923 |
|Deferred Tax expense / Credit ||(434) ||(934) ||(326) ||(1424) |
|Profit After Tax ||43262 ||29461 ||51526 ||37668 |
|Other Comprehensive Income (Net of tax) || || || || |
|Total Comprehensive Income ||43262 ||29461 ||51526 ||37668 |
REVIEW OF OPERATIONS
KPR reported a good results in the year under review also with the encouraging demandfrom all segments. The Cotton prices remained stable for most part of the year yam marketwas bullish and garment order levels were also comfortable. The garment orders startedbouncing back from the vaccum caused by the pandemic. The Industry witnessed a significantshift in demand from formal wear to casual wear. Since KPR is primarily in the casual wearsegment the trend continues to be more favorable to us. The consequential thrust in demandfor yam fabric and processing activities have accelerated the drive in Tirupur KnitwearMarket. KPR's trendsetter welfare facilities and the dedicated employees' participationenhanced the productivity even during the COVID time ensuring KPR's outstanding abilityand sustained competitiveness.
Proving its strong fundamentals and leadership KPR was able to withstand all hurdlesduring this tough time by delivering good performance. The recently added latesttechnology vortex machine produces various blends and range of value added viscose yamthat creates new wave of old fashion. KPR is largely engaged in manufacturing cottonproducts and of course the market is slowly moving into value added manmade fiber also.So as to meet the demand from the Customers we have installed the vortex machine. Theestablishment of a new advanced technology knitting facility housing the contemporaryimported knitting machines would add value to the production facilities. The additionalGarment capacity envisaged would also add up to the Revenue. However putting a spoke inthe wheel of Nation's progress the second wave of the pandemic has started surging and thelock down restrictions are also re-introduced. We have to wait and watch its impact on theeconomy carefully.
COVID 19 IMPACTS
The entire world was passing through uncertainty that was never seen before due toCOVID-19 pandemic. Like many other sectors of the economy textile industry have been hithard by closing down its business. During this challenging time our priority was thewell-being of all of us. Our focus was to support the government's public healthinitiative and instructions regarding social distancing.
In compliance with the statutory lockdown directions the operations of the Company wassuspended for more than a month and that was from 24.0B.2020. Lockdown was extended bythe Tamil Nadu government up to 03.05.2020 effective from 06.05.2020 the operationscommenced partially with restricted work force as per the government guidelines.Operations were ramped up gradually with all necessary safety precautions for theemployees and KPR remained operational and continue to serve all stakeholders. Due toCOVID almost all manufacturing companies faced the issue of migrated labor in entirecountiy returning all to their hometowns causing severe labor shortage. Whereas in KPR itwas different. KPR never faced such an issue at all even during that challenging time.Thanks to its unique and best HR practices. The industiy acclaimed HR policy adopted bythe management since beginning rewarded KPR during this crisis period. The feel at homefacility at KPR encouraged migrated workers to stay back enjoying the continuedcomfortable accommodation provided by KPR with nutritious food recreation educationfacilities and safety measures. Our executives and employees had successfully repositionedto ensure that our work progresses. In addition admiring our genuine approach andpositive attitude all the customers and stakeholders supported and stood with us duringthe critical time. We want to thank them all for their dedicated and continued support.
The second wave of the pandemic has started spreading all over the world and theNation. Though the vaccines are being administered we have to wait and watch thesituation carefully to ascertain its impact on the business.
BRANDED RETAIL BUSINESS
Entire FASO products are manufactured with 100% Organic Cotton super fine compactyarn super soft micro nylon elastics with the best workmanship. These key factors ensureultra-soft comfort and skin friendly. Currently offering 43 styles mix of inner wear& athleisure and planning to add some more styles during the current year. FASO is nowavailable in all major locations of Tamil Nadu Kerala Andhra Pradesh Telangana andKarnataka (34 distributors and 2000 retailers). It is also available in some of the HyperMarket and through online in Amazon Myntra Ajio Flipkart Shoppers stop (online) Fynd& faso.in. The market response is good. We are planning to widen its reach gradually.Its launch in North East market is planned during the second Quarter of FY 2021-22subject to prevailing COVID Pandemic Regulations and restrictions.
The Interim Dividend @ 75% on equity shares (Rs. 3.75/- per Equity Share) declared bythe Board of Directors at their meeting held on 03.02.2021 was paid to the shareholders.
The Board in its meeting held on 28.04.2021 has recommended a Final Dividend of 15%(Rs. 0.75) on Equity Shares of Rs. 5 each (Rupees Five only) subject to the approval ofthe Members at the IS"1 (Eighteenth) Annual General Meeting.
During the year under review the Company has not transferred any amount to its GeneralReserve.
We are glad to share with you that the strong fundamentals sustained team efforts andprudential financial management enabled comfortable liquidity position even during theCOVID-19 pandemic. As such KPR neither availed any moratorium nor any COVID Loanannounced by the Government during and after Covid lockdown period. In fact we have evenrepaid some of the high cost long term debt thereby reducing the Finance cost.
In respect of statements pursuant to Section 129(3) of the Companies Act 2013(Hereinafter referred to as the 'Act') in 'Form AOC - 1' containing the details offollowing Wholly Owned Subsidiary Companies forms part of this Annual Report. However asrequired by the 'Act' we give below a brief report on their performance.
I. QUANTUM KNITS PVT. LIMITED
II. K.P.R. SUGAR MILL LIMITED
III. JAHNVI MOTOR PRIVATE LIMITED
IV. GALAXY KNITS LIMITED
V. KPRSUGARAND APPARELS LIMITED
VI. KPR EXPORTS PLC
VII. KPR MILL PTE. LTD.
QUANTUM KNITS PVT. LIMITED
The garment business has been consolidated for effective management.
K.P.R. SUGAR MILL UMITED SUGAR AND COGEN
Considering the prospects the Sugar Plant's Crushing capacity has been increased from5000 TCD to 10000 TCD during the year. We are happy to inform that our prompt paymentpractice has earned a reputation among the cane growers and we continue to enjoy theirsupport. In the FY 2020-21 the sugarcane crushing commenced in November 2020 and produced85423.10 MT of sugar. Out of 1028.79 Lakh units of power generated 600.13 Lakh unitswere sold and 428.66 lakh units captively consumed. The monthly sugar sales quota systemintroduced by the Central Government to the Sugar Mills fixing the quantity as well as theprice at which sugar can be sold every month continues. During the year we have exported21279 MT of Sugar.
The 'State of the Alt' Ethanol plant with 90 KLPD capacity commissioned during the lastyear has been adding to the revenue of the Company. During the year 23373 KL of Ethanolwas produced using Sugar Syrup and Molasses. 23600 KL was sold to oil marketingCompanies. Enthused by huge potential and positive outlook for ethanol production inIndia its production capacity has been increased to 130 KLPD and 6 MW Co gen withIncineration Boiler.
These expansions will further increase the value addition and the revenue of theCompany.
JAHNVI MOTOR PRIVATE UMITED
The outbreak of COVID-19 pandemic has impacted the sale of Automobile manufacturersacross the countiy as the supply chain was widely disturbed and customers were forced tostay indoor due to the nation-wide lockdown imposed by the government. Despite theseadverse factors the Company could sell 51 Audi Cars and 31 Harley Davidson Motor cyclesearning a total revenue of Rs. 50.47 Crores. Consequent on the closure of productionactivities by Harley Davidson in India its Dealership has been discontinued.
GALAXY KNITS UMITED
The Company has not yet commenced its operation.
KPR SUGAR AND APPARELS LIMITED
Sensing huge potential and positive outlook it was decided to increase themanufacturing capacities in Garment and Sugar cum Ethanol segments. To facilitate the samea separate wholly owned Subsidiary under the name 'KPR Sugar and Apparels Limited'(KPRSAL) was promoted holding its entire equity stake with us. We have nominated ourDirectors therein and controlling its entire Board. KPRSAL is setting up a new Garmentmanufacturing unit at Chengappally Tirupur District Tamilnadu with a capacity to produce42 million Garments per annum. A Memorandum of Understanding has been entered into withthe Government of Tamilnadu that may facilitate infrastructures and regulatoryrequirements. KPRSAL is also setting up a Sugar Co-Gen-cum-ethanol plant with a capacityto produce 10000 TCD Sugar 220 KLPD Ethanol and 50 MW Co-gen at Gulbargah DistrictKarnataka. The Single window approval from the Government of Karnataka in respect of thesaid Project has also been obtained. These new moves are expected to increase the valueaddition and thereby enhance the revenue of the Group as a whole.
KPR EXPORTS PLC - ETHIOPIA
Responding to the invitation from Ethiopia Investment Commission (EIC) and upon therequest and assurances from its Government to render all assistance and support we had setup an Apparel manufacturing unit under the name 'KPR Exports PLC' at Mekelle IndustrialPark Mekelle Tigray Region Ethiopia during 2018. Erecting required machinery andequipment and engaging workers after training them at our manufacturing unit in India wehave been producing and exporting Apparels since 2018. While things were smooth tillOctober 2020 suddenly due to emergence of some ethnic conflict resulting in riot andtension near Mekelle Tigray Region entire activities in the said Industrial Park becamestandstill. Like other textile Companies established therein we also had to shut down ourentire activities and the workers had to be pulled out to safety places considering theirsafety and security. We are closely monitoring the situation and appropriate steps willbetaken based on the developments.
During the year the Company has earned a revenue of Rs. 393 Lakhs.
KPR MILL PTE. LTD - SINGAPORE
The wholly owned Subsidiary established at Singapore for the purpose of marketing theProducts manufactured at Ethiopia has generated a revenue of Rs. 1197 Lakhs during theyear.
The Company has not accepted any fixed deposits from public during the year underreview.
The Company has adequate Independent Directors in compliance with the Act and SEBI(Listing Obligations and Disclosures Requirements) Regulation 2013 (Hereinafter refferedto as Listing Regulations). Familiarization Program on the Company and its operation wasconducted for the Independent Directors. Requisite declaration from the IndependentDirectors of the Company under Section 149 (7) of the Act confirming that they meet withthe criteria of their Independence laid in Section 149 (6) have been obtained.
Mr. E.K. Sakthivel Executive Director who retires by rotation at the ensuing AnnualGeneral Meeting and is eligible for re-appointment.
KEY MANAGERIAL PERSONNEL AND MANAGERIAL REMUNERATION CRITERIA
In pursuance of the Act the Company has Key Managerial Personnel. None of the ManagingDirectors or Whole Time Directors receives any remuneration or commission from theSubsidiary Companies and the remuneration paid to them is within the purview of theprovisions of Section 197 of the Act. The Company pays remuneration byway of salaryperquisites etc. to its Chairman Managing Directors and fixed monthly remuneration toits Executive Directors and Whole Time Director in line with the approvals accorded by theGeneral Meetings and in pursuance of the recommendation of the Nomination and RemunerationCommittee as per the guiding principles laid down in the Nomination and RemunerationPolicy. The information as required by Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended.
ANNUAL PERFORMANCE EVALUATION
In line with the criteria evolved by the Nomination and Remuneration Committee theperformance of all Directors Committees Chairman etc. have been evaluated pursuant tothe provisions of the Act and the Listing Regulations.
As required by the provisions of the Act and Listing Regulations the Company hasalready formed the following Committees the details of which are disclosed in the Reporton Corporate Governance forming part of this Report.
I. Audit Committee
II. Stakeholders Relationship Committee
III. Nomination and Remuneration Committee
IV. Corporate Social Responsibility (CSR) Committee
V. Risk Management Committee
In pursuance of the Act and the Listing Regulation the following policies have beenframed and disclosed on the Company's website 'www.kprmilllimited.com'
I. Nomination & Remuneration Policy
II. Related Party Transaction Policy
III. CSR Policy
IV. Whistle Blower Policy consisting of Vigil Mechanism
V. Policy on Determining Material Subsidiaries
VI. Code for Fair Disclosure
VII. Risk Management Policy
VIII. Dividend Distribution Policy
IX. Policy for Disclosure of Material Events / Information
X. Policy on Succession Planning for Board and Senior Management
Pursuant to section 134 (3) (n) of the Act & Regulation 17(9) of the ListingRegulation the Company has framed a Risk Management Policy and has constituted a riskmanagement committee. The Risk Management Committee held its meeting on 24.03.2021 inwhich all members were present.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has an established Vigil Mechanism for Directors / Employees to reportconcerns about unethical behaviours actual or suspected fraud or violation of the code ofconduct or ethics policy. It also provides for adequate safeguards against victimizationof Directors/Employees who avail of the mechanism. The Company affirms that no personnelhave been denied access to the Audit Committee. The Company has formulated a Policy ofVigil Mechanism and has established a mechanism that any personnel may raise ReportableMatters. All suspected violations and Reportable Matters can be reported to the Chairmanof the Audit Committee at e-mail id firstname.lastname@example.org>.The key directions/ actions can be informed to the Chairman/ Managing Director of theCompany. The Whistle Blower Policy has been framed and displayed in the company website.
During the year in pursuance of the recommendations of the CSR committee the Companyhas contributed Rs. 730.02 Lakhs being 2% of the average three years net profit ofthe Company towards implementing the CSR activities. Annual Report on CSR as required bythe Act is appended.
The Board of Directors met Five times during the financial year on 27.06.202012.08.2020 24.09.2020 27.10.2020 and 03.02.2021. The Composition of Board proceduredates and other details are included in the Corporate Governance Report that forms part ofthis Report.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in annexing the Consolidated Financial Statements pursuantto the provisions of the 'Act' and the Listing Regulations entered into with the StockExchanges. They are prepared in accordance with the Ind-AS prescribed by the Institute ofChartered Accountants of India in this regard. The Consolidated Financials also marked asignificant increase in its Revenue as well as Profitability.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has duly complied with the provisions of Section 186 of the Act and asrequired therein the details of the Borrowals Security Investment etc. are annexed byway of notes to accounts.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year wereonly between Holding Company and Wholly owned Subsidiary Companies in the ordinary courseof business whose accounts are consolidated with Holding Company and placed before theshareholders at the General Meeting for approval.
The Transactions as required under Indian Accounting Standards AS-24 are reported inNote 39 of the Notes to Accounts of the Standalone Financial Statements as well as Note 38of the Notes to Accounts of the Consolidated Financial Statements of your Company. TheCompany's Policy on dealing with related party transactions is available on the Company'swebsite.
KPR always believes that the work environments need to be healthy employee-friendlyand their entire basic needs and tools should be present at the workplace to enhance theemployees' satisfaction and performance. Through its commendable labour practices followedover the years KPR continues to enjoy the sustained support from its workforce evenduring the pandemic times also. That is the strength of KPR built over a period of time.We are proud to declare that almost all the migrant workers employed at KPR; that is inthousands stayed back in our factory premises itself disregarding the urge to move tonative places during pandemic. Not only that but their dedicated participation hasenhanced the productivity even during the Pandemic time. Our ability to attract and retainthe best and the well trained employees even during difficult period ensure competitiveadvantage over our peer groups' effectiveness and sustained competitiveness. At thisjuncture we wish to thank all those who have communicated their commendations throughvarious media for the 'employee caring' attitude of KPR during the pandemic. Therewere several messages phone calls appreciations not only within the industry but fromthe people of all walks of life hailing KPR as the 'Management with human touch'.
As regards Higher Education to Employees adding feather in the cap of ourefforts to uplift their values around 45 Employees got placement in the on-campusselection conducted by some of the eminent entities under our intiative.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 provides for protection against sexual harassment of women at workplace and for theprevention and redressal of complaints of sexual harassment and also for the mattersincidental thereto. The Company has accordingly adopted the policy against SexualHarassment of Women at Workplace for the purpose of preventing prohibiting andredressing sexual harassment of female employees at all the workplace within the Companywhich are based on fundamental principles of justice and fair play.
According to the notifications of corporate affairs ministry dated 31st July2018 Internal Complaints Committee under the sexual harassment of women at workplace(prevention prohibition and redressal act) 2013 has been formed and complied with.Further Anti Sexual Harassment Committee has been constituted at each unit which shall beresponsible for redressal of complaints related to sexual harassment. The details of allsuch Complaints and its proper redressal through prompt corrective steps are informed tothe Top Management so as to ensure that suitable processes and mechanisms are put in placeto ensure that issues of sexual harassment if any are effectively addressed. During theyear no complaints of sexual harassment were received by the Company from any of itsUnits.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act read with theCompanies (Accounts) Rules 2014 are provided in the Annexure to the Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Act the Board of Directors ofthe Company hereby state and confirm that;
I. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
II. The Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review.
III. The Directors have taken proper and sufficient care for the maintenance ofadequate record in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
IV. The Directors have arranged preparation of the accounts for the financial yearended 31.03.2021 on a going concern basis.
V. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Corporate Governance Report and Management Discussion and Analysis Report are attachedto this Report. Certificate from the Statutory Auditors of the Company confirming thecompliance with the conditions of Corporate Governance as stipulated under Schedule V ofthe Listing Regulation is also attached to this report.
BUSINESS RESPONSIBILITY REPORT
In pursuance of Regulation 34(2)(6) of the Listing Regulations the BusinessResponsibility Report containing the initiatives taken by the company from environmentalsocial and governance perspective forms part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The details of internal financial control and their adequacyare included in the Report of Management Discussion & Analysis which forms part ofthis report.
RATIO OF REMUNERATION TO EACH DIRECTOR
Details / Disclosures of Ratio of Remuneration of Director to the median employee'sremuneration as required by the Act and Companies Rules are appended.
SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS
No significant and material order was passed by any Regulators that have any impact onthe going concern status and the operations of the Company.
DETAILS REGARDING ISSUE OF SHARES
The Company has not issued any new shares during the year and the paid up Capital ofthe Company remains at Rs. 344050000 consisting of 68810000 Equity Shares of Rs. 5/-each.
In the 14th Annual General Meeting of the Company held on 28.08.2017 M/s. BS R & Co LLP Chartered Accountants (ICAI Firm Regn. No. 101248W/W-100022) wereappointed as Statutoiy Auditors of the Company for a period of 5 Years from the FinancialYear 2017 - 18. The Audit committee and the Board recommend the continuity of BSR & CoLLP Chartered Accountants as Statutory Auditors for the FY 2021-22.
The Auditor's Report to the Shareholders does not contain any qualification.
Pursuant to Section 148 of the Act the company falls under the limits specified underthis section and hence the company has maintained proper books of accounts with all theparticulars relating to the utilization of material labour and to other items of cost.
In pursuance of Companies (Cost Records and Audit) Rules 2014 the Company hasappointed a Cost Auditor for the Company to audit the cost records for the Financial Year2020-21.
SECRETARIAL AUDIT REPORT & CERTIFICATES AND SECRETARIAL STANDARDS COMPLIANCE
The Company has complied with the applicable Secretarial Standards issued by ICSI. Asrequired by the Act a Secretarial Audit Report issued by a Company Secretaiy in practice(PCS) a Peer Reviewed unit in Form MR 3 is annexed with this report and it does notcontain any qualification. Certificate from PCS that none of the Directors are debarred ordisqualified forms part of this Annual Report.
Annual Secretarial Compliance Report certifying compliance of SEBI Regulations has beenobtained and filed with the Stock Exchanges.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of annual return in MGT 9 has been uploaded in theCompany's website: https://kprmilllimited.com/financial- result_annual-reports/
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year as on 31.03.2021 and the date of thisReport.
NO CHANGES IN THE BUSINESS
Your Directors would like to inform that Company is doing its regular business andthere has been no change in its objectives.
Your Directors acknowledge with gratitude and express their appreciation for theassistances and co-operation received from the Bankers Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to thank theemployees at all levels for their co-operation and dedication.
FOR AND ON BEHALF OF THE BOARD
|Coimbatore ||K.P. Ramasamy Chairman |
|28.04.2021 ||DIN: 00003736 |