The Board of Directors takes pleasure in presenting the report on theoperations and business of the Company along with Audited Financial Statements for theFinancial Year ended 31st March 2022.
(Rs in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Sales and Other Income:- || || || || |
|Domestic Sales ||242442 ||181428 ||295811 ||222382 |
|Export Sales ||152427 ||106694 ||171667 ||120059 |
|Other Income ||20961 ||11038 ||23492 ||14185 |
| ||415830 ||299160 ||490970 ||356626 |
|Profit before Interest & Depreciation ||106853 ||70235 ||130593 ||86840 |
|Less: Interest ||1339 ||1961 ||2329 ||3284 |
|Depreciation ||7565 ||9792 ||14112 ||14670 |
|Profit Before Tax ||97949 ||58482 ||114152 ||68886 |
|Less: Taxation || || || || |
|Provision for Current Tax ||24870 ||15453 ||29706 ||17427 |
|Tax relating to earlier years ||(75) ||201 ||(53) ||259 |
| ||24795 ||15654 ||29653 ||17686 |
|Deferred Tax expense / Credit ||74 ||(434) ||315 ||(326) |
|Profit After Tax ||73080 ||43262 ||84184 ||51526 |
|Other Comprehensive Income (Net of tax) || || || || |
|Total Comprehensive Income ||73080 ||43262 ||84184 ||51526 |
REVIEW OF OPERATIONS
We are glad to report a good financial results driven by solidperformance from all segments during the year under review. KPR recorded the highest everturnover and Profit After Tax (PAT). The textile business continues to be good. Thehistoric high demand for cotton resulted in spiraling its prices both at domestic and theinternational markets due to which the yarn prices have also gone up. Irrespective of therecord high prices of cotton the demand for cotton products are also going up. Given thesharp recovery in the US and the European markets export garment orders remained healthy.The wind power generation during the year was good.
With the Covid pandemic coming towards an end the global economy islikely to recover and so the demand for Textile & Apparel (T&A) products isexpected to be good. The Government of India is also making concerted efforts for brandingof Indian T&A Industry on the global front to help Indian Companies increase theirshare in the global market. It is high time for the T&A Companies to leverage thepresent conditions to ready themselves to adapt to the present changes to ensure theirgrowth prospects. The FTA negotiations with major countries will also help India to getconcessional duties for its textile products. We are sure that all these FTAs togetherwhen fructified will help India gaining more access to these established markets.
COVID 19 IMPACTS
The Omicron variant has again resulted in another COVID wave not onlyin India but across the globe. However its impact seems lesser as compared to earlierCovid waves with more and more people getting vaccinated and observance of safetymeasures. The Government had relaxed the lockdown norms and also lifted restrictions in aphased manner to bring back normalcy. The continuous best health and safety care normsadopted by KPR has averted its impact on the operations of the Company.
BRANDED RETAIL BUSINESS
The positive response to our 100% organic FASO products launched in theSouthern States have enthused us to vigorously pursue its Pan India' spread.However the continuous spillover of pandemic in different form for the past two years hasbeen delaying the process. Currently FASO Products are sold through more than 3000 retailstores. Besides its online sale is also growing steadily.
The Board in its meeting held on 27.04.2022 has recommended a FinalDividend of 15% (?0.15) on Equity Shares of 1 each (Rupee One only) subject to theapproval of the Members at the 19th (Nineteenth)Annual General Meeting.
We are happy to inform that the comfortable financial positioncontinued during the year. We have repaid entire term loans availed and funded the newgarment project and sugar cum ethanol project of our Wholly Owned Subsidiary Company.
In respect of statements pursuant to Section 129(3) of the CompaniesAct 2013 (Hereinafter referred to as the 'Act') in Form AOC - 1 containingthe details of following Wholly Owned Subsidiary Companies forms part of this AnnualReport. However as required by the 'Act' we give below a brief report on theirperformance.
I. QUANTUM KNITS PVT. LIMITED
II. K.P.R. SUGAR MILL LIMITED
III. KPR SUGAR AND APPARELS LIMITED IV. JAHNVI MOTOR PRIVATE LIMITED
V. GALAXY KN ITS LIMITED
VI. KPREXPORTSPLC VII. KPR MILL PTE. LTD.
QUANTUM KNITS PVT. LIMITED
The garment business has been consolidated for effective management.Its Board has recommended a Dividend.
K.P.R. SUGAR MILL LIMITED
The goodwill gained through honoring our payment commitments promptlyensured the sustained support from the cane growers. The sugarcane crushing commenced inOctober 2021 produced 1 23893.50 MT of Sugar. The Co-gen plant produced 1249 lakhsunits of power. Out of the above 646.75 lakhs units were sold and 601.92 lakh unitscaptively consumed. The Central Government's regulatory measures continues to help theIndustry to perform better.
The enhanced capacity of Ethanol plant (130KLPD) started acceleratingthe revenue. During the year 33863 KL of Ethanol was produced using Sugar Syrup andMolasses and the entire production was sold to Oil Marketing Companies.
Supportive Sugar prices in both the International and domestic marketsGovernment's measures on increasing ethanol blending are expected to improve the earningsof the Company.
KPR SUGAR AND APPARELS LIMITED
The new 42 million Garments production capacity at Chengapally Tirupurdistrict Tamil Nadu has been commissioned on 21.11.2021. Ramping up of its capacity is inprogress.
The new Sugar Cogen and Ethanol Factory at SF. No. 144/2 ChinamageriVillage Afzalpur Taluk Kalaburagi (Gulbarga) District - 585265 Karnataka State has alsobeen successfully commissioned with a Capacity of 10000 TCD Sugar 50 MW Cogen Power and230 KLPD Ethanol. Trial production is in progress.
JAHNVI MOTOR PRIVATE LIMITED
The third covid wave have subdued the buyer sentiments therebyimpacting the expected growth level in sale of automobiles as a whole. However despiteadverse market conditions the Company could sell 88 Audi Cars and earned a total revenueof T64.11 Crores. Driven by the demand for new products and continuous demand for electricvehicle range the Audi car sales is expected to pick up in the near future.
Its Board has recommended a Dividend.
GALAXY KNITS LIMITED
The Company has not yet commenced its operation.
KPR EXPORTS PLC - ETHIOPIA
The tide of the civil war at Ethiopia had fluctuated wildly forcing itsGovernment to declare a state of emergency there. The prevalence of continuous socialdisturbance therein forced us to close its operations since revival of activities becameremote. In order to take back our capital materials therein we have sought itsGovernment's support and help. We are closely monitoring the situation to takenecessary steps at appropriate time.
KPR MILL PTE. LTD - SINGAPORE
The wholly owned Subsidiary was established at Singapore for thepurpose of marketing the Products manufactured at India and Ethiopia.
The Company has not accepted any fixed deposits from public during theyear under review.
The Company has adequate Independent Directors in compliance with theAct and SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015(Hereinafter referred to as Listing Regulations). Familiarization Program on the Companyand its operation was conducted for the Independent Directors. Requisite declaration fromthe Independent Directors of the Company under Section 149 (7) of the Act confirming thatthey meet with the criteria of their Independence laid in Section 149 (6) have beenobtained. Mr. K.P. Ramasamy was re-appointed as the Executive Chairman of the Company fora further term of five years by passing special resolution through Postal Ballot on21.04.2022.
Mr.P.Selvakumar Whole-time Director retires by rotation at theensuing Annual General 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. Noneof the Managing Directors or Whole Time Directors receives any remuneration or commissionfrom the Subsidiary Companies and the remuneration paid to them is within the purview ofthe provisions of Section 197 of the Act. The Company pays remuneration by way 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 Meetingsand 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 RemunerationCommittee the performance of all Directors Committees Chairman etc. have beenevaluated pursuant to the provisions of the Act and the Listing Regulations.
As required by the provisions of the Act and Listing Regulations theCompany has already formed the following Committees the details of which are disclosed inthe Report on 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 followingpolicies have been framed 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 theListing Regulation the Company has a Risk Management Policy and has constituted a RiskManagement Committee. The Risk Management Committee held its meetings on 27.07.2021 and12.01.2022 in which all members were present.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has an established Vigil Mechanism for Directors IEmployees to report concerns about unethical behaviours actual or suspected fraud orviolation of the code of conduct or ethics policy. It also provides for adequatesafeguards against victimization of Directors/Employees who avail of the mechanism. TheCompany affirms that no personnel have been denied access to the Audit Committee. TheCompany has a Policy of Vigil Mechanism and has established a mechanism that any personnelmay raise Reportable Matters. All suspected violations and Reportable Matters can bereported to the Chairman of the Audit Committee at e-mail id email@example.com'.The key directions/ actions can be informed to the Chairman/ Managing Director of theCompany. The Whistle Blower Policy has been displayed in the company website.
During the year in pursuance of the recommendations of the CSRcommittee the Company has contributed 026.63 Lakhs (2.25% of the average three years'net profit of the Company) towards implementing the CSR activities. Annual Report on CSRas required by the Act is appended.
The Board of Directors met Five times during the financial year on28.04.202127.07.202127.10.202107.02.2022 and 14.03.2022. The Composition of Boardprocedure dates and other details are included in the Corporate Governance Report thatforms part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in annexing the Consolidated FinancialStatements pursuant to the provisions of the 'Act' and the Listing Regulations enteredinto with the Stock Exchanges. They are prepared in accordance with the Ind-AS prescribedby the Institute of Chartered Accountants of India in this regard. The ConsolidatedFinancials also marked a significant 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 theAct and as required therein the details of the Borrowals Security Investment etc. areannexed by way of notes to accounts.
All Related Party Transactions that were entered into during thefinancial year were only between Holding Company and Wholly owned Subsidiary Companies inthe ordinary course of business whose accounts are consolidated with Holding Company andplaced before the shareholders at the General Meeting for approval. However as perregulatory requirements an omnibus approval of the audit committee for such transactionshas been obtained.
The Transactions as required under Indian Accounting Standards AS-24are reported in Note 39 of the Notes to Accounts of the Standalone Financial Statements aswell as Note 39 of the Notes to Accounts of the Consolidated Financial Statements of yourCompany. The Company's Policy on dealing with related party transactions is available onthe Company's website.
Realizing that the Education and employment are the two basic toolswhich can change the economic and social status of woman KPR continues to concentrate onmobilizing women work force from the rural villages and empower them with the employmentas well as higher education. 90% of our Employees are woman who get value addition throughKPR's outstanding employee welfare schemes. The pandemic conditions could not deterour dedicated efforts in upgrading their educational qualifications. So far over 31000employees are benefited by the higher education and vocational training facilities. Duringthe year also the unique placement scheme extended by the Company enabled 174 employeesto get placement in other reputed Companies in the on-campus selection conducted by themunder our initiative.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered Office of the Company during business hours onworking days of the Company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the CompanySecretary in advance.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 provides for protection against sexual harassment of women atworkplace and for the prevention and redressal of complaints of sexual harassment and alsofor the matters incidental thereto. The Company has accordingly adopted the policy againstSexual Harassment 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 31stJuly 2018 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 EXCHANGEEARNINGSAND OUTGO
The particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo as required to be disclosed under the Act read withthe Companies (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 Boardof Directors of the Company hereby state and confirm that;
I. In the preparation of the Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
II. The Directors have selected accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review.
III. The Directors have taken proper and sufficient care for themaintenance of adequate record in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.
IV. The Directors have arranged preparation of the accounts for thefinancial year ended 31.03.2022 on a going concern basis.
V. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
VI. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANDANALYSIS REPORT
Corporate Governance Report and Management Discussion and AnalysisReport are attached to this Report. Certificate from the Statutory Auditors of the Companyconfirming the compliance with the conditions of Corporate Governance as stipulated underSchedule V of the Listing Regulation is also attached to this report.
BUSINESS RESPONSIBILITY REPORT
In pursuance of Regulation 34(2)(6) of the Listing Regulations theBusiness Responsibility Report containing the initiatives taken by the company fromenvironmental social and governance perspective forms part of this Report.
INTERNAL CONTROL SYSTEMSAND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The details of internal financial control andtheir adequacy are included in the Report of Management Discussion & Analysis whichforms part of this report.
RATIO OF REMUNERATION TO EACH DIRECTOR
Details / Disclosures of Ratio of Remuneration of Director to themedian employee's remuneration 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 thathave any impact on the going concern status and the operations of the Company.
DETAILS REGARDING ISSUE OF SHARES
During the year under review the Company has not issued any shares.However the Company has sub-divided its Equity shares and resorted to Buyback of sharesas explained below.
SUB-DIVISION OF EQUITYSHARE (SPLIT OF SHARE)
After obtaining the consent of the Members of the Company in the 18thAGM and complying with the applicable provisions of the Act and Regulations the EquityShares of the Company of the Face value of T5/- each has been split into 5 equity sharesof Face value of ?1/- each during September 2021. The new ISIN of the Company is INE930H01031.
The Board of Directors of the Company resorted to a Buyback of2236000 fully paid-up equity shares (0.65% of the pre Buyback equity share capital) ofthe face value of T1/- each from all the existing shareholders on a proportionate basisthrough the "Tender Route" process at a price of ?805/- per Equity Share payablein cash. The total consideration amounted to ?179.99 Crores representing 9.53% and 7.73%of the aggregate of the fully paid-up equity share capital and free reserves as per theaudited accounts of the Company for the year ended March 31 2021. After complying withthe applicable laws the Company bought back 2236000 Equity Shares. The funds in respectof accepted Equity Shares have been paid out. Buyback was completed on 26th April 2022.The present paid up Capital post Buyback is ^34.18 Crores.
In the 141" Annual General Meeting of the Company held on28.08.2017 M/s. B S R & Co LLP Chartered Accountants (ICAI Firm Regn.No.101248W/W-100022)were appointed as Statutory Auditors of the Company for a period offive Years from the Financial Year 2017 - 18. The Audit committee and the Board recommendsthe continuity of BSR & Co LLP Chartered Accountants as Statutory Auditors for thesecond term of five consecutive years from FY 2022-23.
The Auditor's Report to the Shareholders does not contain anyqualification.
Pursuant to Section 148 of the Act the company falls under the limitsspecified under this section and hence the company has maintained proper books of accountswith all the particulars relating to the utilization of material labour and to otheritems of cost.
In pursuance of Companies (Cost Records and Audit) Rules 2014 theCompany has appointed a Cost Auditor for the Company to audit the cost records for theFinancial Year2021 -22.
SECRETARIAL AUDIT REPORT & CERTIFICATES AND SECRETARIALSTANDARDS COMPLIANCE
The Company has complied with the applicable Secretarial Standardsissued by ICSI. As required by the Act a Secretarial Audit Report issued by a CompanySecretary in practice (PCS) a Peer Reviewed Unit in Form MR 3 is annexed with this reportand it does not contain any qualification. Certificate from PCS that none of the Directorsare debarred or disqualified forms part of this Annual Report.
Annual Secretarial Compliance Report certifying compliance of SEBIRegulations has been obtained and filed with the Stock Exchanges.
Pursuant to section 92 of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in the prescribed form isavailable on the company's website: https://kprmilllimited.com/financial-result_annual-reports/
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year as on 31.03.2022 and the dateof this Report. Only the Buyback of shares commenced in FY 2021-22 has been completed on26.04.2022
NO CHANGES IN THE BUSINESS
Your Directors would like to inform that Company is doing its regularbusiness and there has been no change in its objectives.
Your Directors acknowledge with gratitude and express theirappreciation for the assistances and co-operation received from the Bankers GovernmentAuthorities Customers Vendors and Members during the year under review. Your Directorsalso wish to thank the employees at all levels for their co-operation and dedication.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||K.P. Ramasamy |
|Coimbatore ||Chairman |
|27.04.2022 ||DIN: 00003736 |