TO THE SHARE HOLDERS
Your Directors have pleasure in presenting the Sixtieth Annual Report along with theAudited Accounts of the Company for the financial year ended 31st March 2020.
Detailed information on the performance of your Company appears in the Annual Report. Adiscussion on the operations of the Company is given in the section titled The Yearin Review'. Some of the statutory disclosures however appear in this Report. The Reportread along with the other sections would provide a comprehensive overview of theCompany's performance and plans.
The financial performance of the Company for the year ended 31st March 2020is summarised below:
| || ||(Rs. in million) |
|Particulars ||2019-2020 ||2018-2019 |
|Total Income ||3796.22 ||4618.20 |
|Profit before Depreciation & Amortisation Finance Cost Tax and Exceptional items ||268.60 ||409.08 |
|Depreciation and Amortisation ||211.46 ||200.54 |
|Finance Costs ||121.40 ||64.18 |
|Exceptional items ||- ||28.00 |
|Profit/(Loss) before Tax ||(64.26) ||116.36 |
|Tax expenses ||(56.10) ||30.68 |
|Profit/(Loss) for the year ||(8.16) ||85.68 |
|Other Comprehensive income for the year net of tax ||(14.18) ||(1.99) |
|Total Comprehensive income for the year ||(22.34) ||83.69 |
STATE OF COMPANY'S AFFAIRS
During the year under review the Company's plants at Ankleshwar and Vizag continued torun efficiently despite the Company remaining under pressure with sluggish marketconditions coupled with high volatility in the prices of key raw materials. Improvedproduction efficiency in Alco Chemicals segment and development of value added productshave helped the Company withstand the pressures of the market.
The resin business continues to perform well and our focus is on product developmentand further penetration in the market. Considering the significant improvement in capacityutilization we are contemplating to expand our manufacture of Resins.
The Company has commissioned its Formaldehyde plant at Naidupet Andhra Pradesh fromOctober 2019.
Our plants operations were under suspension from 24th March 2020 to mid-May2020 due to outbreak of novel Corona Virus ("COVID-19"). It has affected thebusiness operations of the Company by way of interruption in production supply chainloss of product demand cash flow and availability of manpower. Essential serviceshowever at plants such as safeguarding the premises maintaining critical equipment werecontinued with permission from relevant government authorities during the lockdown period.Most of the units in these plants have now restarted manufacturing operations graduallyafter obtaining necessary permissions from concerned State Government Authorities.Considering the demand outlook and availability of workforce we are operating the plantsat lower capacities. With the frequently changing scenario of COVID-19 however at thisjuncture it is difficult to assess the overall impact of the pandemic on the businessoperations. We are reasonably confident of being able to navigate through this crisis.Much depends on the support from Government and banks.
In solar power segment the operation was impacted during the year due to breakdown ofInvertor and tracking system leading to lower generation. The generation has sinceimproved after rectification of tracking system.
No material changes and commitments have occurred after the close of the financial year2019-20 till the date of this Report which affect the financial position of the Company.
A brief description of the operations of the subsidiaries of the Company appears laterin this report.
The Board of Directors has not recommended any dividend on the Equity Shares of theCompany for the financial year ended 31st March 2020.
TRANSFER TO RESERVES
The Company has not transferred any amount to Reserves for the financial year ended 31stMarch 2020.
Care Ratings Limited has revised the rating for the long-term bank facilities of theCompany as CARE A (Single A) from the existing rating of CARE A+ (Single A Plus) andrating for the short-term bank facilities as CARE A1 (A One) from the existing rating ofCARE A1+ (A One Plus).
The Company has withdrawn the rating earlier assigned to its Commercial Paper by CARERatings Limited.
CONSOLIDATED FINANCIAL STATEMENT
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") and provisions of the Companies Act 2013("Act") the audited Consolidated Financial Statement for the year ended 31stMarch 2020 has been annexed with the Annual Report.
During the year under review the Company has not accepted any deposits from the publicand that as at the end of the year there were no outstanding deposits under Section 73 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with respect to financialstatements. The policies and procedures adopted by the Company ensure prevention anddetection of frauds and errors accuracy and completeness of the records and timelypreparation of reliable financial statements. No reportable material weakness in thedesign or operation was observed during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In the 59th AGM of the Company held on 4th September 2019 theshareholders have re-appointed Shri A. Vellayan (DIN: 00148891) Shri Amitav Kothari(DIN: 01097705) and Shri H.K. Khaitan (DIN: 00220049) as Independent Directors not liableto retire by rotation for a period of 5 (five) consecutive years with effect from 4thSeptember 2019 and also re-appointed Shri G. Parthasarathy (DIN: 00068510) and ShriRavinder Nath (DIN: 00062186) as Independent Directors not liable to retire by rotationfor a period of 3 (three) consecutive years with effect from 4th September2019.
As declared by them none of the Directors of the Company is disqualified for beingappointed as a Director as specified in sub-section (1) and (2) of Section 164 of the Actor is debarred or disqualified from being appointed or continuing as Director of companiesby the SEBI/Ministry of Corporate Affairs or any such statutory authority.
The Company has received declaration from Shri A. Vellayan Shri Amitav Kothari ShriH.K. Khaitan Shri Sidharth Kumar Birla Shri G. Parthasarathy and Shri Ravinder Nathconfirming they meet the criteria of independence as prescribed under sub-section (6) ofSection 149 of the Act and the Listing Regulations.
In the opinion of the Board the said Directors fulfil the conditions forappointment/continuation as Independent Directors as specified in the Act and the ListingRegulations and they are also independent of the Management.
Shri S.V. Kanoria (DIN: 02097441) retires by rotation at the ensuing AGM under theapplicable provisions of the Act and being eligible offers himself for appointment as aDirector of the Company.
Additional information pursuant to the Listing Regulations and Secretarial Standard onGeneral Meetings (SS2) of ICSI in respect of Director seeking appointment is given in theAGM Notice of the Company.
STATEMENT OF INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS
All the Independent Directors of the Company have been registered and are members ofIndependent Directors Databank maintained by Indian Institute of Corporate Affairs atManesar (IICA). As per the provisions of the relevant rules all the Independent Directorsof the Company are exempted from the online proficiency self-assessment test conducted bythe IICA. In the opinion of the Board the Independent Directors of the Company have vastexperience expertise and integrity and their continued association would be of immensebenefit to the Company.
The Company has framed the criteria for performance evaluation of IndependentDirectors the Board the Board Committees and other individual Directors. Criteria forperformance evaluation of the Chairman & Managing Director Executive Director andNon-Independent Director have also been framed.
The criteria among others includes factors such as preparation participationengagement personality and conduct value addition strategic planning and vision teamspirit and consensus building leadership quality understanding and focus on key businessissues independent thinking and judgment quality of analysis experience and businesswisdom management qualities awareness motivation integrity ethics and receptivity.The criteria for evaluating the Board's functioning/effectiveness inter alia includes itsstructure strategic review business performance review internal controls process andprocedures.
On the basis of the criteria framed a process was followed by the Board for evaluatingthe performance of individual Directors its own performance and its Committees. TheNomination and Remuneration Committee also evaluated the performance of every individualDirector. The Independent Directors in their separate Meeting also carried out theperformance evaluation of the Chairman & Managing Director Executive Director andother non-independent Director as well as the Board of the Company. The Directorsexpressed overall satisfaction on the performance and functioning of the Board itsCommittees and the Directors. No action was required to be taken on the previous year'sobservations and also no action is required to be taken on this year's observations.
The Board Members are provided with necessary documents reports and internal policiesto enable them to familiarise with the Company's procedures and practices. Periodicpresentations are made at the Board and Board Committees on business and performanceupdates of the Company. Relevant statutory changes encompassing important laws areregularly made available to the Directors. Efforts are also made to familiarise theDirectors about the Company their roles rights responsibility in the Company nature ofthe industry in which the Company operates business model/ procedures/ processes of theCompany etc. through various programmes including plant visits. The details of thefamiliarisation programmes for Independent Directors are put on the website of the Companyand can be accessed at the link: http://www.kanoriachem.com/images/FamiPro.pdf.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the Financial Year 2019-20 the Company held 4 (four) Meetings of the Board ofDirectors. The details of the Meetings and attendance of each of the Directors thereat areprovided in the Report on Corporate Governance forming part of the Annual Report. Themaximum gap between any two consecutive Board Meetings did not exceed 120 days.
The Audit Committee of the Company comprises of Shri Amitav Kothari Shri H.K. Khaitanand Shri Sidharth Kumar Birla. Independent Directors and Shri R. V. Kanoria Chairman& Managing Director of the Company. Shri Amitav Kothari is the Chairman of theCommittee. The terms of reference of the Committee have been provided in the CorporateGovernance Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company comprises of Shri H.K. Khaitanand Shri Amitav Kothari Independent Directors and Shri S. V. Kanoria Wholetime Directorof the Company. Shri H. K. Khaitan is the Chairman of the Committee. The terms ofreference of the Committee have been provided in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprises of Shri H.K.Khaitan Shri Ravinder Nath and Shri G. Parthasarathy Independent Directors and ShriR.V. Kanoria Chairman & Managing Director of the Company. Shri H. K. Khaitan is theChairman of the Committee. The terms of reference of the Committee have been provided inthe Corporate Governance Report.
The Board of Directors of the Company based on the recommendation of the Nominationand Remuneration Committee has formulated the Nomination and Remuneration Policy whichcontains the matters with regard to criteria for appointment of Directors and determiningDirectors' independence and policy on remuneration for Directors Senior ManagerialPersonnel and other employees and the same may be accessed at the Company's website atthe link: http://www.kanoriachem.com/images /NomRemPol.pdf.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Company comprises of Smt.Madhuvanti Kanoria a Director Shri R.V. Kanoria Managing Director and Shri H.K.Khaitan an Independent Director. Smt. Madhuvanti Kanoria is the Chairperson of theCommittee. The terms of reference of the Committee have been provided in the CorporateGovernance Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company acts as a good Corporate Citizen and as its philosophy always strive toconduct its business in inclusive sustainable socially responsible ethical manner andto continuously work towards improving quality of life of the communities. The Company hasin place a Corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be undertaken by the Company. The Corporate Social Responsibility Policy of the Companyenables it to continue to make responsible contribution towards welfare of the society.
Primarily the Company's focus will be on the following areas:
Promoting education including special education and employment enhancingvocational skills especially among children women elderly and the differently abled andlivelihood enhancement projects.
Empowering women setting up homes and hostels for women and orphans; setting upold age homes day care centres and such other facilities for senior citizens.
Eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation.
The Company may also undertake other need-based initiatives in compliance with ScheduleVII to the Act.
During the year the Company has spent Rs. 0.95 million on the CSR activities.
The Annual Report on the CSR activities pursuant to Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is provided as Annexure to this Report.
The CSR Policy may be accessed on the Company's website at the link: http://www.kanoriachem.com/images/CSRPol.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is a part of the Annual Report.
Pipri Limited the wholly owned subsidiary of the Company was amalgamated with theCompany vide Order dated 2nd September 2019 passed by the Hon'ble NationalCompany Law Tribunal (NCLT) sanctioning the Scheme of Amalgamation of Pipri Limited withthe Company with effect from 1st April 2018 under Sections 230 and 232 of the CompaniesAct 2013.
APAG Holding AG Switzerland ("APAG") and Kanoria Africa Textiles PlcEthiopia ("KAT") are subsidiaries of the Company. APAG Elektronik AG APAGElektronik s.r.o CoSyst Control Systems GmbH APAG Elektronik LLC and APAG ElektronikCorp. the wholly owned subsidiaries of APAG are the step-down subsidiaries of the Company.
The performance of the Switzerland based subsidiary of the Company APAG Holding AGdoing business as APAGCoSyst Electronic Control Systems had started reflecting the upswingin the global automotive sector in the last quarter of the financial year 2019-20. It wasthen however once again negatively impacted by the COVID-19 crisis which stifled demandin the last couple of months.
Due to uncertainty in the automotive industry as a result of shift in propulsiontechnology to electricity APAGCoSyst is diversifying the final automotive OEMs and modelsserved (ensuring that both fossil fuel and electric vehicles are covered in its portfolio)to balance risk. With its high-quality profile and development prowess APAGCoSyst hastaken steps to be certified as a technology and component supplier for the medicalindustry within the next fiscal year. This will further diversify its portfolio and open anew trending industry for long-term growth.
Kanoria Africa Textiles plc in Ethiopia ("KAT") has shown improvedperformance during the year. Its garment division which has started recently is showingpromising results. However garmenting being a new business it would take time inreaching the desired skill level by the operators. It is expected to reach the desiredefficiency level by the end of the current year.
With textile parks in Ethiopia becoming operational KAT has new markets to supplydenim fabric. Many multinational fashion and apparel brands have also opened their officesfor sourcing in Ethiopia.
A report on the financial position of the subsidiaries of the Company as per theCompanies Act 2013 is provided in the Annual Report and hence the same is not repeatedhere for the sake of brevity.
The Policy for determining Material Subsidiaries as approved by the Board may beaccessed on the Company's website at the link:http://www.kanoriachem.com/images/MatSub.pdf.
PARTICULARS OF INVESTMENTS MADE LOANS GUARANTEES GIVEN AND SECURITIES PROVIDED
Details of investments made loans given guarantees given and securities provided ascovered under the provisions of Section 186 of the Act are given in the Note Nos. 6 and 39of the Standalone Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. None of the transactions with any of the related parties were in conflict with theCompany's interest. The Company had not entered into any transaction with related partiesduring the year which could be considered material in terms of materiality threshold forthe related party transactions.
During the financial year there was no contract entered into with any person or entitybelonging to the Promoter/Promoter Group which holds 10% or more shareholding in theCompany.
The Policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website at the link: http://www.kanoriachem.com/images/RelPar.pdf.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism of reporting illegal or unethical behaviour. In compliance withprovisions of Section 177(9) of the Act and the Listing Regulations the Company has inplace a Whistle Blower Policy for its Directors employees and any other stakeholder toreport concerns about unethical behaviour actual or suspected fraud or violation ofapplicable laws and regulations and the Company's Codes of Conduct or policies and leak orsuspected leak of unpublished price sensitive information of the Company. The concerns maybe reported to the Audit Committee through the Nodal Officer and in exceptional casesmay also be reported to the Chairman of the Audit Committee. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice. During the year under review no employee was denied access to the AuditCommittee.
The Whistle Blower Policy of the Company may be accessed on the Company's website atthe link: http://www.kanoriachem.com/images/WBFtpdf.
The Company adheres to good governance practices. Corporate Governance at KCI extendsto all stakeholders and is embodied in every business decision. The Company places primeimportance on reliable financial information integrity transparency empowerment andcompliance with the law in letter and spirit. While Management Discussion and AnalysisReport that is an annexure to the Directors' Report appears in the Section titled 'theYear in Review' in the Annual Report the Corporate Governance Report and the Certificatefrom the Auditors of the Company confirming compliance of the conditions of CorporateGovernance are annexed hereto and form a part of the Directors' Report.
There is a conscious effort to ensure that the values enshrined in the Codes of Conductfor the Directors and Senior Management Personnel and the Employees respectively arefollowed in true spirit across all levels of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company as on the financial year ended 31st March2020 is given in Form no. MGT- 9 as an Annexure to this Report.
AUDITORS AND AUDITORS' REPORT
As per the provisions of Section 139 of the Act M/s. J K V S & CO CharteredAccountants (Firm Registration No. 318086E) were appointed at the 57th AnnualGeneral Meeting of the Company held on 4th September 2017 as the StatutoryAuditors of the Company for a term of 5 years commencing from the conclusion of the 57thAGM till the conclusion of the 62nd AGM. In this regard the Company hasreceived a Certificate from the Auditors to the effect that their continuation asStatutory Auditors would be in accordance with the provisions of Section 141 of the Act.
The Auditors' Report for the financial year ended 31st March 2020 does notcontain any qualification reservation or adverse remark.
During the year under review the Auditors have not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
Pursuant to Section 148 of the Act the Board on the recommendation of the AuditCommittee has approved the appointment of M/s N. D. Birla & Co. Cost Accountants(Firm Registration No. 000028) Ahmedabad as the Cost Auditors for conducting the auditof the cost records of the Company for the financial year ending on 31st March2021 at a remuneration of Rs. 145000/- (Rupees One Lakh Forty Five Thousand only) plusapplicable taxes and reimbursement of travelling and other incidental expenses to beincurred in the course of cost audit.
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board had appointed M/s Vinod Kothari & Co.Practising Company Secretaries (UIN: P1996WB042300) to conduct Secretarial Audit of theCompany for the financial year 2019-20. The Secretarial Audit Report for the financialyear 2019-20 is provided as an Annexure to this Report. The Report does not contain anyqualification reservation or adverse remark.
The Company's management systems organizational structures processes codes ofconduct together form the basis of risk management system that governs and managesassociated risks. The Risk Management Committee of the Company assesses the significantrisks that might impact the achievement of the Company's objectives and develops riskmanagement strategies to mitigate/minimise identified risks and designs appropriate riskmanagement procedures. The Board does not foresee any risk which may threaten theexistence of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
As required under Section 134 of the Act and the rules framed thereunder the statementcontaining necessary information in respect of conservation of energy technologyabsorption foreign exchange earnings and outgo is provided in the Annexure to thisReport.
EMPLOYEES INFORMATION AND RELATED DISCLOSURES
As required under Section 197(12) of the Act read with the Rules 5(1) 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures of remuneration and other details/particulars of the Directors and employeesof the Company are provided in the Annexure to this Report.
SAFETY AND ENVIRONMENT
The Company is committed to sustainable development and a safe workplace. Its approachto environment management is guided by the principle of provision of safe workingenvironment through continuous up-gradation of technologies prevention of pollution andconservation of resources and recycling waste.
As a result of its sustained compliance to Health Safety Environment and Qualitystandards the Company's Alco Chemical Divisions at Ankleshwar and Vishakhapatnam are ISO9001 (quality management systems) ISO 14001 (environment management systems andpractices) and OHSAS 18001 (organizational health and safety systems) certified. Both theDivisions are also RC 14001:2015 certified for implementation of responsible caremanagement systems recognizing and responding to community concerns related to productsand its operations. We have also got permission from Indian Chemical Council (ICC) to useResponsible Care Logo (RC Logo) for our Ankleshwar unit.
The Company has a documented Health & Safety Policy that is displayed andcommunicated to all employees at plant locations. With the view to achieve a 'ZeroAccidents' status the Company has developed health and safety procedures as well assafety targets and objectives. In view of outbreak of COVID-19 all the employees aregiven training on the safe practices such as social distancing usage of masks personalhygiene and sanitization.
The Company also lays thrust on renewable energy sources and solar energy.
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company's human resource development is founded on a strong set of values. Thepolicies seek to instil spirit of trust transparency and dignity among all employees. TheCompany continues to provide ongoing internal and external training to its employees atdifferent levels.
Industrial relations with the employees and workers across all locations of the Companycontinued to be cordial during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2020and of the loss of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities:
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls to be followed by the Company have been laiddown and that the financial controls are adequate and are operating effectively; and
f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted a Complaints Redressal Committee to consider and resolvesexual harassment complaints reported by women. During the year under review no complaintwas fled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and that there was no complaint pending at the end of the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
Your Directors acknowledge with gratitude the commitment and dedication of theemployees for their untiring personal efforts as well as their collective contributions atall levels that have led to the growth and success of the Company. The Directors wouldlike to thank other stakeholders including lenders and business associates who havecontinued to provide support and encouragement.
|Registered Office ||For and on behalf of the Board |
|KCI Plaza' || |
|23C Ashutosh Chowdhury Avenue ||R.V. Kanoria |
|Kolkata 700 019 ||Chairman & Managing Director |
|Date: 17th June 2020 ||DIN:00003792 |