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KEI Industries Ltd.

BSE: 517569 Sector: Engineering
NSE: KEI ISIN Code: INE878B01027
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OPEN 295.00
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VOLUME 30721
52-Week high 494.80
52-Week low 255.00
P/E 14.73
Mkt Cap.(Rs cr) 2,200
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 295.00
CLOSE 288.30
VOLUME 30721
52-Week high 494.80
52-Week low 255.00
P/E 14.73
Mkt Cap.(Rs cr) 2,200
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KEI Industries Ltd. (KEI) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 26th Annual Reporttogether with the Audited Annual Standalone and Consolidated Financial Statements of theCompany for the year ended March 31 2018.

FINANCIAL SUMMARY

The Company's financial performance for the year ended March 312018 along with previous year's figures are summarized below:

(Rs in Millions)

Consolidated Standalone
Particulars Year ended March 31 2018 Year ended* March 31 2017 Year ended March 31 2018 Year ended* March 31 2017
Revenue from Operations (Gross) 35124.18 28424.92 35057.18 28424.92
and Other Income
Profit before Finance Costs 3485.77 2788.97 3476.94 2790.80
Depreciation and Amortisation
Expenses and Tax Expenses
Less: Finance Cost 1118.69 1244.25 1113.04 1244.25
Less: Depreciation and 322.30 284.04 322.30 284.04
Amortisation Expenses
Profit before Exceptional Items and Tax 2044.78 1260.68 2041.60 1262.51
Profit before Tax 2044.78 1260.68 2041.60 1262.51
Tax Expenses
Current Tax 547.76 286.44 546.84 286.44
(*Net of MAT Credit Entitlement)
-Deferred tax 49.14 37.62 49.14 37.62
Short/(Excess) Provision-Earlier 0.06 0.17 0.06 0.17
Years (Standalone * Rs 3739) and
(Consolidated * Rs 3789)
Profit for the Year 1447.82 936.45 1445.56 938.28
Add: Balance brought forward from last year's account 3573.77 2683.80 3572.12 2680.32
Amount available for 5021.59 3620.25 5017.68 3618.60
Appropriations

* Figures for the year ended March 31 2017 have been re-grouped /re-arranged as per Ind AS. # Note No. 1:

The Board of Directors of the Company has recommended a dividend of Rs1.00/- per Equity share on the Equity shares of face value of Rs 2/- each. The dividendif declared at the ensuing Annual General Meeting will result in cash outflow of Rs 94.47Million (including Dividend Distribution Tax Rs 16.11 Million).

As per the requirements of revised Ind AS 4 the Company is notrequired to provide for dividend proposed/ declared after the balance sheet date.Consequently no provision has been made in respect of the aforesaid dividend proposed bythe Board of Directors for the year ended March 31 2018.

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

During the year your Company's turnover increased to Rs 34964.19millions as against Rs 28324.25 millions in FY 2016-17 showing a strong growth of23.44%. During the year under review turnover from Cables stood at Rs 18746.61 millionsas compared to Rs 17409.09 millions in FY 2016-17 showing a growth of 7.68% andStainless Steel Wire Products contributed a turnover of Rs 1167.85 millions ascompared to Rs 1128.24 millions in FY 2016-17. Winding Wires Flexible & HouseWires contributed a turnover of Rs 6023.80 millions as compared to

Rs 4448.84 millions in FY 2016-17 showing a growth of 35.40%and Income from Turnkey Projects also had a great contribution in the total turnover ofthe Company showing a growth of 71.72 % i.e. from

Rs 5050.30 millions in FY 2016-17 to Rs 8672.21 millions in FY2017-18. During the year under review Profit before Tax stood at Rs 2041.60 millions ascompared to Rs 1262.51 millions in the preceding year and Net Profit stood at Rs 1445.56millions as compared to Rs 938.28 millions in the preceding year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

Company has one Subsidiary "KEI Cables Australia Pty Ltd." inAustralia. Further Company has a Joint Venture under the name of "Joint Venture ofM/s KEI Industries Ltd. New Delhi & M/s Brugg Kabel AG Switzerland" (JV). ThisJV is a jointly controlled entity within the meaning of Ind AS 111 on "FinancialReporting of Interests in Joint Ventures". This JV is in form of an Association ofPersons (AOP) and the Company is having 100% share in Profit/Loss in this AOP. No sharecapital is invested in the Joint Venture by the respective members of JV.

Further a separate report on the performance and financial position ofthe Subsidiary and Joint Venture is included in the Consolidated Financial Statementspursuant to Section 129(3) of the Companies Act 2013 in AOC-1 and is annexed to financialstatements in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordancewith Indian Accounting

Standards (Ind AS) 110 – "Consolidated FinancialStatements" and Indian Accounting Standard (Ind AS) 111 – "FinancialReporting of interest in Joint Venture" specified under Section 133 of the CompaniesAct 2013 (the Act) [Companies (Indian Accounting Standards) Rules 2015] and otherrelevant provisions of the Act.

RESERVES

During the year the Board of Directors of your Company has decided notto transfer any amount to the reserves and decided to retain all the profits under surplusaccount.

DIVIDEND & APPROPRIATIONS

Your Directors are pleased to recommend a dividend of Rs 1.00/- perEquity share (i.e. @ 50%) on the Equity shares of face value of Rs 2/- each for theFinancial Year ended March 31 2018 subject to the approval of shareholders at theensuing Annual General Meeting which would result in cash outflow of

Rs 94.47 Million (refer note no. 1 above). The dividend if approved bythe members at the forthcoming Annual General Meeting will be paid to:

• Those Equity shareholders whose names will appear in theregister of members on September 19 2018 and

• In respect of shares held in dematerialized form to thoseshareholders whose names will be furnished by National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners oncut-off date i.e. September 12 2018.

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors at its meeting held onMay 17 2018 approved the Dividend Distribution Policy of the Company. The DividendDistribution Policy is also available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of financial year to which this financial statementsrelates and the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature ofbusiness of the Company.

RATING BY EXTERNAL RATING AGENCIES (A) CORPORATE GOVERNANCE RATING BYCARE:

CARE Rating Limited (CARE) has reaffirmed "CGR3+" (Pronouncedas CGR three plus) rating assigned to the Corporate Governance practices of theCompany.

"The corporate governance rating of KEI Industries Limited (KEI)continues to reflect the overall compliance with statutory and regulatory requirementssatisfactory Board composition and performance monitoring by the management clearlyidentifiable ownership pattern with well-defined organization structure extensiveManagement Information Systems (MIS) within the Company and prudent disclosures toshareholders.

The rating continues to factor in the scope for improvement in thelevel of strategy oversight and performance monitoring by the Board."

(B) BANK FACILITIES RATING BY ICRA:

ICRA Limited has upgraded the rating assigned to Long Term BankFacilities availed by the Company from [ICRA]A- (pronounced ICRA A minus) to [ICRA]A(pronounced ICRA A).

Instruments / Facilities with this rating are considered to haveadequate degree of safety regarding timely servicing of financial obligations. Suchinstruments / facilities carry low credit risk.

Further ICRA Limited has upgraded the rating assigned to Short TermBank Facilities availed by the Company from [ICRA]A2+ (pronounced ICRA A two plus) to [ICRA]A1(pronounced ICRA A One). Instruments / Facilities with this rating are considered tohave very strong degree of safety regarding timely payment of financial obligations. Suchinstruments/facilities carry lowest credit risk.

(C) BANK FACILITIES RATING BY CARE#:

CARE Rating Limited (CARE) had assigned ‘CARE A-; Positive‘(Pronounced as Single A Minus; Outlook: Positive) rating to the Long Term Bank facilitiesavailed by the Company. Facilities with this rating are considered to have adequate degreeof safety regarding timely servicing of financial obligations. Such facilities /instruments carry low credit risk.

CARE Rating Limited (CARE) had assigned ‘CARE A2+'(Pronounced as A Two Plus) rating to the Short Term Bank facilities availed by theCompany. Facilities with this rating are considered to have strong degree of safetyregarding timely payment of financial obligations. Such facilities / instruments carry lowcredit risk.

(D) FIXED DEPOSIT RATING BY ICRA AND CARE#:

ICRA Limited has upgraded the rating assigned to Medium Term Instrumenti.e. Fixed Deposits Programme of the Company from MA (pronounced M A) to MA+(pronounced MA plus). MA+ indicate adequate credit quality rating assigned by ICRA.The rated deposits carry average credit risk.

Further CARE Rating Limited (CARE) had assigned ‘CARE A- (FD);Positive‘ [Pronounced as Single A Minus (Fixed Deposits); Outlook:Positive]'ratingtotheMediumTermInstruments i.e. Fixed Deposits Scheme of the Company.# Review of rating with CARE is under process.

UNPAID / UNCLAIMED DIVIDEND

Pursuant to Rule 5(8) of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (including anystatutory modification(s) amendment(s) or re-enactment(s) thereof for the time being inforce and as may be enacted from time to time) your Company has uploaded on its website www.kei-ind.comunder Investor Relations Section as well as on the Ministry's website theinformation regarding Unpaid / Unclaimed Dividend amount lying with the Company as on July19 2017 (date of last Annual General Meeting).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company has transferred 129824/-unclaimed / unpaid dividend in respect of financial year 2009-10 to the Investor Educationand Protection Fund (IEPF) established by the Central Government pursuant to theprovisions of Section 124(5) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (includingany statutory modification(s) amendment(s) or re-enactment(s) thereof for the time beingin force and as may be enacted from time to time). Further the total amount lying in theUnpaid Dividend Account(s) of the Company in respect of the last seven years and when suchunpaid Dividend is due for transfer to Investor Education Protection Fund is disclosed ina separate section titled Report on Corporate Governance and has been included in thisAnnual Report. Further during the year under review your Company has transferred169395 Equity shares into the Demat Account of Investor Education and Protection Fundheld with NSDL (DP ID/Client ID IN300708/10656671) and CDSL (DP ID/Client ID12047200/13676780) pursuant to the provisions of Section 124(6) of the Companies Act 2013read with Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 including any statutory modification(s) amendment(s) orre-enactment(s) thereof for the time being in force and as may be enacted from time totime) i.e. shares on which dividend has not been paid/claimed for seven consecutive yearsi.e. from FY 2009-10. Further the details of shareholders whose dividend and shares aretransferred to Investor Education and Protection Fund are updated on the website www.kei-ind.comunder Investor Relations Section.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Composition

i) During the year under review Mr. Sadhu Ram Bansal (holding DIN:06471984) was appointed as an Additional Director (Non-executive Independent Director)for a period of 5 (Five) years w.e.f. January 24 2018 to January 23 2023 subject to theapproval of shareholders at the ensuing AGM.

ii) As on date Company has 9 Directors with an Executive Chairman. Ofthe 9 Directors 3 are Executive Directors and 6 are Non-Executive Directors including oneWoman Director and 5 Independent Directors. The Composition of the Board is in conformitywith the provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. iii) None of the Director onthe Board is a director in more than 10 Public Companies or a member of more than 10Committees or a Chairman of more than 5 Committees across all listed companies in whichhe/ she is a Director. Necessary disclosures regarding Committee positions in other PublicLimited Companies as on March 31 2018 have been disclosed by all the Directors of theCompany.

iv) None of the Whole-time Key Managerial Personnel (KMP) of theCompany is holding office in any other Company as a Key Managerial Personnel.

v) Further none of the Directors / KMP of the Company is disqualifiedunder any of the provisions of the Companies Act 2013 and relevant Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

b) Change in Director(s) and Key Managerial Personnel

i) As per Section 152 of the Companies Act 2013 and otherapplicable provisions of the Act Mrs. Archana Gupta (holding DIN: 00006459) Director ofthe Company who retires by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. ii) FurtherbasedontherecommendationoftheNomination and Remuneration Committee and the Board of Directors of the Company in itsmeeting held on January 24 2018 has appointed Mr. Sadhu Ram Bansal (holding DIN:06471984) as an Additional Director (Non-executive Independent Director) for a period of5 (Five) years w.e.f. January 24 2018 to January 23 2023 subject to approval ofshareholders at the ensuing AGM in accordance with the provisions of Section 149 152 and161 of the Companies Act 2013 read with Schedule IV and Rules made thereunder and otherapplicable provisions of the Companies Act 2013 if any. iii) Further based on therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany at their Meeting held on May 17 2018 has re-appointed Mr. Anil Gupta (holdingDIN: 00006422) as Chairman-cum-Managing Director of the Company for a further term of 3(Three) years w.e.f. July 1 2018 to June 30 2021 in accordance with the provisions ofSection 196 and 197 of the Companies Act 2013 read with Schedule V and Rules madethereunder and other applicable provisions of the Companies Act 2013 if any. Hisre-appointment requires the approval of the shareholders at the ensuing Annual GeneralMeeting.

The details of Directors being recommended for appointment /re-appointment as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is contained in the accompanying Notice convening ensuingAnnual General Meeting of the Company. Appropriate Resolution(s) seekingshareholder's approval are also included in the Notice. c) Declaration byIndependent Directors

All the Independent Directors of the Company have given theirdeclaration for the FY 2017-18 that they continue to meet all the criteria as specifiedunder Section 149(6) & (7) of the Companies Act 2013 and under Regulation 16(1)(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in respect oftheir position as an "Independent Director" in the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met

7 (Seven) times during the financial year from April 1 2017 to March31 2018 on May 10 2017 May 20 2017 May 27 2017 July 19 2017 August 29 2017November 13 2017 and January 24 2018. Further during the year a separate meeting ofthe Independent Directors of the Company was also held on March 23 2018 to discuss andreview the performance of all other Non-Independent Directors Chairperson of the Companyand the Board as a whole and for reviewing and assessing the matters as prescribed underSchedule IV of the Companies Act 2013 and under Regulation 25(4) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

CHANGE IN CAPITAL STRUCTURE

During the year Share Allotment Committee of the Board has issued andallotted 564000 Equity shares of face value of Rs 2/- each to eligible employees underKEI Employees Stock Option Scheme 2015. Accordingly the paid-up share capital of theCompany has increased from 77797438 Equity shares of face value of Rs 2/- each to78361438 Equity shares of face value of Rs 2/- each.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudentialmanagement of a Company lies with its Board it is imperative that the Board remainscontinually proactive and effective. An important way to achieve this objective is throughan annual evaluation of the performance of the Board its

Committees and all the individual Directors. The Companies Act 2013not only mandates Board and Directors evaluation but also requires the evaluation to beformal regularized and transparent. SEBI has also notified Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations 2015') on 2nd September 2015 whereby it has aligned thepresent Listing Agreement with the Companies Act 2013. In accordance with the provisionsof the Companies Act 2013 and relevant Regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and on the recommendation of the Nomination andRemuneration Committee the Board of Directors of the Company at its meeting held on May17 2018 undertook an annual evaluation of the performance of the Board its Committeesand all the individual Directors. Directors were evaluated on aspects such as attendancecontribution at Board/Committee meetings and guidance/support to the management outsideBoard/Committee meetings. The Committees of the Board were assessed on the degree offulfillment of key responsibilities adequacy of Committee composition and effectivenessof meetings.

The performance evaluation of the Independent Directors was carried outby the whole Board. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof the Board its Committees and the Directors.

It was further acknowledged that every individual Member and Committeeof the Board contribute its best in the overall growth of the organization.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 in respect ofDirectors' Responsibility Statement the Directors to the best of their knowledgehereby state and confirm that: a) in the preparation of the annual accounts theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures; b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit and Loss of the Company for that period. c) the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the Assets of the Company andfor preventing and detecting fraud and other irregularities; d) the directors had preparedthe annual accounts on a going concern basis; e) the directors had laid down internalfinancial controls to be followed by the Company and such internal financial controls areadequate and were operating effectively; and f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant toSection 178 of the Companies Act 2013 and Regulation 19(4) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Specified in Part D of the Schedule II).The detailed Nomination & Remuneration Policy is annexed as Annexure A andforms part of this Report and is also available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 the extractof the Annual Return in Form MGT-9 as per the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is annexed herewith as Annexure B and forms part of this Report and is alsoavailable on the website of the Company at www.kei-ind.com under Investor RelationsSection.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has well defined Enterprise-wide Risk Management (ERM)framework in place for identifying risks and opportunities that may have a bearing on theorganization's objectives assessing them in terms of likelihood and magnitude ofimpact and determining a response strategy. The primary objective of ERM function is toimplement a framework that augments risk response decisions and reduce surprises. ERMprogramme involves risk identification assessment and risk mitigation planning forstrategic operational financial and compliance related risks across various levels ofthe organization.

The Company's internal control systems are commensurate with thenature of its business and the size and complexity of operations. These systems areroutinely tested by Statutory as well as Internal Auditors and cover all officesfactories and key business areas. Significant audit observations and follow up actionsthereon are reported to the Audit Committee.

FIXED DEPOSITS

As on March 31 2018 fixed deposit aggregating to Rs 78.16 millions areoutstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end ofthe year.

LISTING OF SHARES

The shares of the Company are listed at National Stock Exchange ofIndia Limited (NSE) BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). TheCompany has also paid its up-to-date listing fees to all the stock exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed byany Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and futureoperations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

In the opinion of the Board your Company has in place an adequatesystem of internal control commensurate with its size and nature of business. This systemprovides a reasonable assurance in respect of providing financial and operationalinformation complying with applicable statutes safeguarding of assets of the Company andensuring compliance with corporate policies. The Board has appointed M/s Jagdish Chand& Co. Chartered Accountants as Internal Auditors of the Company for the financialyear 2018-19 and its audit reports are submitted directly to the Audit Committee of Boardwhich reviews and approves performance of internal audit function and ensures thenecessary checks and balances that may need to be built into the control system.

HUMAN RESOURCES

Company's industrial relations continued to be harmonious duringthe period under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year the Company has not entered into anymaterially significant related party contracts/ arrangements or transactions with theCompany's promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. All the contracts/arrangements ortransactions entered into by the Company with Related party(ies) are in conformity withthe provisions of the Companies Act 2013 and on an arm's length basis and do notattract the provisions of Section 188 of the Companies Act 2013 and Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. TheCompany presents a statement of all related party contracts / arrangements ortransactions entered into by the Company before the Audit Committee for its considerationand review on quarterly basis. Further the Policy on materiality of Related PartyTransactions as formed and approved by the Audit Committee and the Board of Directors asper Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is available on the website of the Company at www.kei-ind.com under InvestorRelations Section.

POLICY ON MATERIAL SUBSIDIARY

The Company has framed a Policy on Material Subsidiary underRegulations 16(1)(c) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 which is available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act 2013read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014 andRegulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the composition of the Audit Committee is as under:

Sl. Name of the Director Category Profession
1. Mr. Pawan Bholusaria Independent Director (Chairman) Chartered Accountant
2. Mr. Kishan Gopal Somani Independent Director (Member) Chartered Accountant
3. Mr. Vikram Bhartia Independent Director (Member) Business

Mr. Kishore Kunal Company Secretary & Compliance Officer of theCompany acts as Secretary to the Committee.

Further the Board has not denied any recommendation of Audit Committeeduring the Financial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of the Board and itsPowers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Company has established a Vigil Mechanism/ WhistleBlower Mechanism and oversees through the Audit Committee the genuine concerns expressedby the Employees and Directors of the Company. The Company has also provided adequatesafeguards against victimization of Employees and Directors who express their concerns.The Company has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of co-employees and the Company. During the yearunder review no personnel has been denied access to the Audit Committee. Further theVigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company atwww.kei-ind.com under Investor Relations Section.

SHARES a. BUY BACK OF SECURITIES

During the year under review the Company has not bought back any ofits securities. b. SWEAT EQUITY

During the year under review the Company has not issued any SweatEquity Shares. c. BONUS SHARES

During the year under review no Bonus Shares were issued by theCompany. d. EMPLOYEES STOCK OPTION PLAN

During the year Share Allotment Committee of the Board has allotted564000 Equity Shares of face value Rs 2/- each to eligible employees of the Company atan exercise price of Rs 35/- per share pursuant to KEI Employee Stock Option Scheme 2015.

AUDITORS a) Statutory Auditors:

M/s. PAWAN SHUBHAM & CO. Chartered Accountants (Firm RegistrationNumber 011573C) were appointed as Statutory Auditors of the Company at the Annual GeneralMeeting (AGM) held on July 19 2017 for a term of five consecutive years i.e. from theconclusion of 25th AGM till the conclusion of 30th AGM of the Company to be held in theyear 2022 subject to ratification of their appointment at every AGM pursuant to Section139 of the Companies Act 2013.

M/s. PAWAN SHUBHAM & CO. Chartered Accountants (Firm Registrationnumber 011573C) are recommended for re-appointment based on consent and certificatefurnished by them in terms of provisions of Section 141 of the Companies Act 2013 andRule 4 of the Companies (Audit and Auditors) Rules 2014 and other applicable provisionsof the Companies Act 2013 (including any statutory modification(s) amendment(s) orre-enactment(s) thereof for the time being in force and as may be enacted from time totime). The ratification of re-appointment of Statutory Auditors at AGM pursuant toSection 139 of Companies Amendment Act 2017 vide Notification No. S.O.188 (E) dated May07 2018 issued by Ministry of Corporate Affairs is not required. Accordingly the itemhas not been included in the Ordinary Business of the AGM Notice.

Statutory Auditor's Report

The observations / comments of Statutory Auditors in theirAuditor's Report are self explanatory and therefore do not call for any furtherclarification / comment. b) Cost Auditor:

Your Board of Directors has re-appointed M/s. S. Chander &Associates Cost Accountants (Membership No.: 9455) as Cost Auditor of the Company toconduct audit of Cost Records maintained by the Company for the Financial Year 2018-19 inaccordance with Section 148 and the Companies (Cost Records and Audit) Rules 2014 afterobtaining his consent and certificate under Section 139 141 and 148 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 where they have confirmedtheir consent and eligibility to act as Cost Auditors of the Company. Your Company hasmaintained cost records and account as specified by the Central Government undersub-section (1) of Section 148 of the Company Act 2013.

Further the Cost Audit Report for the FY 2016-17 was filed onSeptember 26 2017.

c) Secretarial Auditors

The Board of Directors has appointed S.K. Batra & AssociatesPracticing Company Secretary (Membership No. FCS-7714 & CP No. 8072) as SecretarialAuditors of the Company pursuant to the provisions of Section 204 of the Companies Act2013 read with corresponding Rules made thereunder for conducting Secretarial Audit of theCompany for the financial year 2018-19.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2017-18 as submitted bySecretarial Auditors in Form MR-3 is annexed to this Report as Annexure - C andform part of this report. There are no qualifications reservations or adverse remarksmade by Secretarial Auditors in their Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibilitypursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 which is available on the website of the Companyat www.kei-ind.com under Investor Relations Section. The Annual Report onCompany's CSR activities of the Company as per the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as Annexure-D and forms part of thisreport.

LOAN(S) GUARANTEE(S) OR INVESTMENT(S)

During the year your Company has duly complied with the provisions ofSection 186 of the Companies Act 2013 and no loan was granted by the Company underSection 186 of the Companies Act 2013. The particulars of Corporate Guarantees providedand Investment made by the Company during the year are as follows:

Sl. Particulars of Corporate Guarantees No. and Investment made u/s 186 of the Amount (Rs in Millions)
Companies Act 2013
1. Loan of AUD 20000 given to Subsidiary namely "KEI Cables Australia Pty Ltd". 0.95
2. Investment of AUD 80 in Share Capital of Subsidiary namely "KEI Cables Australia Pty Ltd". 0.00*
3. First Loss Default Guarantee in favour of Yes Bank Limited against Channel Financing Facility provided to the Dealers of the Company. 250.00
Total 250.95

* Rs 3988

PREVENTION OF SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the Company. Your Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013" and in order to provide for theeffective enforcement of the basic human right of gender equality and guarantee againstsexual harassment and abuse more particularly against sexual harassment at work placesyour Company has constituted an Internal Complaint Committee and adopted a policy onPrevention of Sexual Harassment at Workplace. The policy aims to provide the effectiveenforcement of basic human right of gender equality and guarantee against sexualharassment and abuse. During the year there was no complaint lodged with the InternalComplaint Committee formed under "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013".

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES:

The information required under Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure E and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexedas Annexure F and forms part of this Report.

CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives toensure that best corporate governance practices are identified adopted and consistentlyfollowed. Your Company believes that good governance is the basis for sustainable growthof the business and for enhancement of stakeholder's value.

PursuanttoRegulation34ofSEBI(ListingObligations and DisclosureRequirements) Regulations 2015 a separate Section titled Report on Corporate Governancehas been included in this Annual Report and the certificate of M/s Pawan Shubham

& Co. Chartered Accountants the statutory auditors of the Companycertifying compliance with the conditions of corporate governance as stipulated underrelevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is obtained and annexed with the report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section and forms part of thisAnnual Report.

BUSINESS RESPONSIBILTY REPORT

In terms of Regulation 34(2)(f) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 information on the initiatives taken by theCompany from an environmental social and governance perspective is provided in theBusiness Responsibility Report which forms part of this Annual Report.

APPRECIATIONS

Your Directors place on record their sincere appreciation forsignificant contribution made by employees of the Company at each level through theirdedication hard work and commitment. The Board places on record its appreciation for thecontinued co-operation and support extended to the Company by various Banks StockExchanges NSDL and CDSL. The Board wishes to express its grateful appreciation for theassistance and co-operation received from Vendors Customers Consultants Banks FinancialInstitutions Central and State Government bodies Dealers and other Business Associates.The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and above all the shareholders.

FOR AND ON BEHALF OF THE BOARD
(ANIL GUPTA)
Chairman-cum-Managing Director
DIN: 00006422
Date: August 09 2018
Place: New Delhi