To The Members
Your Directors have pleasure in presenting their 29th Annual Reporttogether with the Audited Annual Standalone and Consolidated Financial Statements of theCompany for the year ended March 31 2021.
The Company's financial performances for the year ended March 31 2021 along withprevious year's figures are summarized below:
| || |
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue from Operations and Other ||42015.97 ||49044.54 ||42015.48 ||49007.35 |
|Income || || || || |
|Profit before Finance Costs ||4805.54 ||5137.08 ||4805.54 ||5125.07 |
|Depreciation and Amortisation || || || || |
|Expenses and Tax Expenses || || || || |
|Less: Finance Cost ||573.09 ||1291.51 ||573.08 ||1291.51 |
|Less: Depreciation and Amortisation ||578.14 ||566.89 ||578.14 ||566.89 |
|Expenses || || || || |
|Profit before Exceptional Items and Tax ||3654.31 ||3278.68 ||3654.32 ||3266.67 |
|Profit/(Loss) before share of Profit/ (Loss) of Joint Venture & Associates ||3654.31 ||3278.68 ||3654.32 ||3266.67 |
|Company and Tax || || || || |
|Share of Profit/(Loss) of Joint Venture (net of Tax) ||1.00 ||(0.13) ||- ||- |
|Share of Profit/(Loss) of Associate ||- ||(0.00) ||- ||- |
|Company (net of Tax) || || || || |
|Profit before Tax ||3655.31 ||3278.55 ||3654.32 ||3266.67 |
|Tax Expenses || || || || |
|-Current Tax ||958.22 ||863.94 ||958.22 ||863.94 |
|-Deferred tax (Credit/Charge) ||(19.68) ||(136.36) ||(19.68) ||(136.36) |
|Short/(Excess) Provision-Earlier Years ||(17.32) ||(11.94) ||(17.32) ||(11.94) |
|Profit for the Year ||2734.09 ||2562.91 ||2733.10 ||2551.03 |
|Other Comprehensive Income for the year net of tax ||8.78 ||(9.22) ||9.24 ||(10.35) |
|Total Comprehensive income for the year net of tax ||2742.87 ||2553.69 ||2742.34 ||2540.68 |
|Profit for the year attributable to: || || || || |
|Equity Shareholders of the parent Company ||2733.07 ||2562.96 ||2733.10 ||2551.03 |
|Non-controlling interest ||1.02 ||(0.05) ||- ||- |
|Total comprehensive income for the year attributable to: || || || || |
|Equity Shareholder of the parent company ||2741.90 ||2553.63 ||2742.34 ||2540.68 |
|Non-controlling interest ||0.97 ||0.06 ||- ||- |
REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS
During the year your Company achieved a turnover of Rs.41814.88 million as againstRs.48842.66 million in FY 2019-20 decline by approx. 14.39%. The decline was mainlybecause of lockdown restriction during first quarter of FY 2020-21 and lower revenue fromEPC Segment. During the year under review turnover from Cables & Wires stood at `35742.11millionascomparedto`39824.13millionin FY 2019-20 turnover from Stainless Steel Wire Products was Rs.1416.53 million duringFY 2020-21 as compared to Rs.1375.27 million in FY 2019-20 and Income from TurnkeyProjects (excluding Cables) contributed a turnover of Rs.4656.24 million in FY 2020-21 ascompared to Rs.7643.26 million in FY 2019-20. During the year under review Profit beforeTax stood at Rs.3654.32 million as compared to
Rs.3266.67 million in the preceding year and Net Profit stood at Rs.2733.10 millionas compared to
Rs.2551.03 million in the preceding year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Company has a subsidiary "KEI Cables Australia PTY Ltd" in Australia and anassociate company with 49% ownership interest under name of KEI Cables SA (PTY) Ltd withprincipal place of business in South Africa. Further Company has a Joint Venture underthe name of "Joint Venture of M/s KEI Industries Ltd. New Delhi & M/s BruggKabel AG Switzerland" (JV). This JV is a jointly controlled entity within themeaning of Ind AS-111 on "Financial Reporting of Interests in Joint Ventures".This JV is in the form of an Association of Persons (AOP) and the Company is having 100%share in Profit/Loss in this AOP. No share capital is invested in the Joint Venture by therespective members of JV.
Further a report on the performance and financial position of the SubsidiaryAssociate and Joint Venture is included in Note 55(A) of the consolidated financialstatements pursuant to Section 129 (3) of the Companies Act 2013 in form AOC-1.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with IndianAccounting Standards (Ind AS) 110 "Consolidated Financial Statements" andIndian Accounting Standard
(Ind AS) - 111 "Financial Reporting of interest in Joint Venture"specified under Section 133 of the Companies Act 2013 (the Act) Companies (IndianAccounting Standards) Rules 2015 and other relevant provisions of the Act.
During the year the Board of Directors of your Company has decided not to transfer anyamount to the reserves and decided to retain all the profits under surplus account.
DIVIDEND & APPROPRIATIONS
The Board of Directors of the Company at their meeting held on February 26 2021 hasdeclared an interim dividend of Rs.2.00/- (i.e. 100%) per Equity share on the Equityshares of face value of Rs.2/- each for the financial year 2020-21 which has resulted incash outflow of Rs.179.71 million. The Board has not recommended a final dividend and theinterim dividend of Rs.2.00/- per equity share declared by the Board on February 26 2021shall be considered as the final dividend for the Financial Year 2020-21. Thus the totaldividend for the Financial Year 2020-21 remains Rs.2.00/- per equity share of Rs.2/- each.Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Dividend Distribution Policy of the Company had been approved bythe Board of the Directors of the Company on May 17 2018. The Dividend DistributionPolicy is also available on the website of the Company at www.kei-ind.com underInvestor Relations Section.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of financial year to which this financial statements relates andthe date of this Report. The extent to which the coronavirus impacts our operations willdepend on future developments which are uncertain and cannot be predicted including theduration of the outbreak. In particular the continued spread of the coronavirus globallycould adversely impact our operations including among others our manufacturing andsupply chain sales and marketing.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of business of theCompany.
RATING BY EXTERNAL RATING AGENCIES (A) BANK FACILITIES RATING BY INDIA RATINGS
AND RESEARCH PRIVATE LIMITED:
India Ratings and Research Private Limited has assigned the IND AA-/Stable(Pronounced as IND AA Minus) rating to Long Term Bank Facilities availed by theCompany vide its letter dated June 18 2021. Instruments with this rating are consideredto have high degree of safety regarding timely servicing of financial obligations. Suchinstruments carry very low credit risk. India Ratings and Research Private Limited hasassigned the IND A1+ (Pronounced as IND A One Plus) rating to Short Term BankFacilities and Commercial Paper availed by the Company vide its letter dated June 182021.
Instruments with this rating are considered to have very strong degree of safetyregarding timely payment of financial obligations. Such instruments carry lowest creditrisk.
(B) BANK FACILITIES RATING BY ICRA:
ICRA Limited has assigned the [ICRA]A+ (pronounced ICRA A PLUS) rating toLong Term Bank Facilities availed by the Company vide its letter dated September 04 2020.Instrument
/ Facilities with this rating are considered to have adequate degree of safetyregarding timely servicing of financial obligations. Such instruments / facilities carrylow credit risk. ICRA Limited has reaffirmed the rating assigned to Short Term BankFacilities and Commercial Paper as [ICRA]A1 (pronounced ICRA A One) vide its letterdated September 04 2020. Instruments
/ Facilities with this rating are considered to have very strong degree of safetyregarding timely payment of financial obligations. Such instruments/facilities carrylowest credit risk.
(C) BANK FACILITIES RATING BY CARE:
CARE Rating Limited (CARE) has re-affirmed the rating assigned to Long Term BankFacilities availed by the Company as CARE A +; Stable (Pronounced as Single APlus; Outlook: Stable) on September 08 2020. Facilities with this rating are consideredto have adequate degree of safety regarding timely servicing of financial obligations.Such instruments / facilities carry low credit risk. CARE Rating Limited (CARE) hasreaffirmed the rating assigned to Short Term Bank Facilities availed by the Company as[CARE] A1 (pronounced CARE A One) on
September082020.Instruments/Facilitieswith this rating are considered to have verystrong degree of safety regarding timely payment of financial obligations. Suchinstruments/facilities carry lowest credit risk.
(D) FIXED DEPOSIT RATING BY ICRA AND CARE:
ICRA Limited has assigned the rating MA+ (pronounced MA plus) to Medium TermInstrument i.e. Fixed Deposits Programme of the Company on September 04 2020. MA+indicate adequate credit quality rating assigned by ICRA. The rated deposits carry averagecredit risk.
Further CARE Rating Limited (CARE) has assigned CARE A+ (FD) Stable; [Pronouncedas Single A Plus (Fixed Deposits) Outlook: Stable] rating to the Medium Term Instrumenti.e. Fixed Deposits Scheme of the Company on September 08 2020.
(E) CORPORATE GOVERNANCE RATING BY CARE:
Till May 31 2020 the Company also had a Corporate Governance Rating of "CARECGR3+" (Pronounced as CGR three plus) issued by CARE. Subsequently the creditrating agencies in terms of SEBI mandate discontinued such rating.
The Following are the licenses and other certification existing in your organization.
NABL-ISO/IEC 17025: 2017
CE MARKING (EN ISO/IEC 17020)
RDSO (IRS S:63/2014 (REV 4)
SABS SANS: 1339:2017
UL 1072 Medium Voltage Power Cables
UNPAID / UNCLAIMED DIVIDEND
Un-claimed / Unpaid Dividend for the Financial Year 2012-13 has been transferred to theInvestor Education and Protection Fund established by the Central Government. Furtheramount of Unclaimed
/ Un-paid Dividend for the Financial Year 2013-14 is due for deposit to the InvestorEducation and Protection Fund.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review your Company has transferred 159827/- as unclaimed /unpaid dividend in respect of financial year 2012-13 to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to the provisionsof Section 124(5) of the Companies Act 2013 read with Investor Education and ProtectionFund Authority (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). 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 transferred 7941Equity shares into the Demat Account of Investor Education and Protection Fund held withNSDL (DPID/Client ID IN300708/10656671) and CDSL (DPID/Client ID 12047200/13676780)pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 including any statutory modification(s) amendment(s) or re-enactment(s) thereof forthe time being in force and as may be enacted from time to time) i.e. shares on whichdividend has not been claimed for seven consecutive years i.e. from FY 2012-13. Furtherthe details of shareholders whose dividend and shares are transferred to InvestorEducation and Protection Fund are updated on the website http://www.kei-ind.comunder Investor Relations Section.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) Composition
i) As on date Company has 10 Directors with an Executive Chairman of the 10Directors 3 are Executive Directors and 7 are Non-Executive Directors including two WomenDirectors (including one Independent Director) and 5 other Independent Directors. TheComposition of the Board is in conformity with the provisions of the Companies Act 2013and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
ii) None of the Director on the Board is a director in more than 10 Public Companies ora member of more than 10 Committees or a Chairman of more than 5 Committees across alllisted companies in which he/ she is a Director. Necessary disclosures regarding Committeepositions in other Public Limited Companies as on March 31 2021 have been disclosed byall the Directors of the Company.
iii) None of the Whole-time Key Managerial Personnel (KMP) of the Company is holdingoffice in any other Company as a Key Managerial Personnel.
iv) Further none of the Directors / KMP of the Company is disqualified under any ofthe provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations 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 other applicable provisions ofthe Act Mrs. Archana Gupta (holding DIN: 00006459) Director of the Company(designated as Non-Executive Non-Independent Director) of the Company who retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
(ii) Furtherbasedontherecommendationofthe Nomination and Remuneration Committee theBoard of Directors of the Company at their Meeting held on May 29 2021 has re-appointedMr. Anil Gupta (holding DIN: 00006422) as Chairman-cum-Managing Director of the Companyfor a further term of 3 (Three) years w.e.f. July 1 2021 to June 30 2024 in accordancewith the provisions of Section 196 and 197 of the Companies Act 2013 read with Schedule Vand Rules made thereunder and other applicable provisions of the Companies Act 2013 ifany. His re-appointment requires the approval of the shareholders at the ensuing AnnualGeneral Meeting. The details of Directors being recommended for appointment /reappointment 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) seeking shareholders'approval is also included in the Notice.
c) Declaration by Independent Directors
All the Independent Directors of the Company have given their declaration for the FY2020-21 that they continue to meet all the criteria as specified under Section 149(6)& (7) of the Companies Act 2013 and under Regulation 16(1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and that they are independentof the management in respect of their position as an "Independent Director" inthe Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company duly met 5 (Five) times during the financial yearfrom April 01 2020 to March 31 2021 on May 30 2020 August 06 2020 November 02 2020January 28 2021 and February 26 2021.
As per the relaxation given by MCA and SEBI due to the Covid-19 pandemic all the Boardmeetings of the company during the year under review were held through video conferencing.
Further during the year a separate meeting of the Independent Directors of theCompany was held on March 27 2021 to discuss and review the performance of all other non-Independent Directors Chairperson of the Company and the Board as a whole and forreviewing and assessing the matters as prescribed under Schedule IV of Companies Act 2013and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
CHANGE IN CAPITAL STRUCTURE
During the year Share Allotment Committee of the Board of Directors has issued andallotted 351000 equity shares of face value of 2/- each to eligible employees under KEIEmployees Stock Option Scheme 2015. Accordingly the paid-up share capital of the Companyhas increased from 89504438 Equity shares of face value of 2/- each to 89855438 Equityshares of face value of 2/- each.
FORMAL ANNUAL EVALUATION
As the ultimate responsibility for sound governance and prudential management of aCompany lies with its Board it is imperative that the Board remains continuallypro-active and effective. An important way to achieve this objective is through an annualevaluation of the performance of the Board its Committees and all the individualDirectors. The Companies Act 2013 not only mandates Board and Directors evaluation butalso requires the evaluation to be formal regularized and transparent. SEBI has alsonotified Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations 2015') on 2ndSeptember 2015 whereby it has aligned the present Listing Agreement with the CompaniesAct 2013. In accordance with the provisions of the Companies Act 2013 and relevantRegulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company at its meeting held on May 29 2021 undertook an annualevaluation of the performance of the Board its Committees and all the individualDirectors. Directors were evaluated on aspects such as attendance contribution atBoard/Committee meetings and guidance/support to the management outside Board/Committeemeetings. The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the wholeBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardits Committees and the Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 in respect of Directors'Responsibility Statement the Directors to the best of their knowledge hereby state andconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITORS
The Company detected that some of the employees in connivance with certain dealersmisappropriated Cables/Wires having an estimated value of Rs.12.12 million. Company tookimmediate action by getting an FIR against the offenders and the matter is beinginvestigated by the Police. Company is hopeful of recovery of the amount and has takensuitable steps so that such instances do not occur in the future.
NOMINATION AND REMUNERATION POLICY
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and Regulation 19(4) of SEBI (Listing Obligations and DisclosureRequirements) 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.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return as on March 312021 is available on the website of the Company at www.kei-ind.comunder Investor Relations Section.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has well defined Enterprise-wide Risk Management (ERM) framework in placefor identifying risks and opportunities that may have a bearing on the organization'sobjectives assessing them in terms of likelihood and magnitude of impact and determininga response strategy. The primary objective of ERM function is to implement a frameworkthat augments risk response decisions and reduce surprises. ERM Programme involves riskidentification assessment and risk mitigation planning for strategic operationalfinancial and compliance related risks across various levels of the organization.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested by Statutoryas well as Internal Auditors and cover all offices factories and key business areas.Significant audit observations and follow up actions thereon are reported to the AuditCommittee. Further the Risk Management Policy has also been uploaded on the Company'swebsite and is available at www.kei-ind.com under Investor Relations Section.
During the year an amount of 85.33 million was received by the Company as fixeddeposit. As on March 31 2021 fixed deposit aggregating to 116.48 million are outstanding.There are no fixed deposits remaining unpaid or unclaimed as at the end of the year.Further no amount of principal or interest was outstanding or in default as on March 312021.
LISTING OF SHARES
The shares of the Company are listed at National Stock Exchange of India Limited (NSE)BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has paid itsup-to-date listing fees to all the stock exchanges.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there was no significant and material order passed by any Regulator(s)or Court(s) or Tribunal(s) impacting the going concern status and future operations of theCompany.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
In the opinion of the Board your Company has in place an adequate system of internalcontrol commensurate with its size and nature of business. This system provides areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. The Board has appointed M/s Jagdish Chand & Co.Chartered Accountants as Internal Auditors of the Company for the financial year 2021-22and its audit reports are submitted directly to the Audit Committee of Board which reviewsand approves performance of internal audit function and ensures the necessary checks andbalances that may need to be built into the control system.
Company's industrial relations continued to be harmonious during the period underreview.
POLICY ON MATERIAL SUBSIDIARY
The Company has framed a Policy on Material Subsidiary under Regulations 16(1)(C) ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 which isavailable on the website of the Company at www.kei-ind.com under Investor RelationsSection.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule 6of the Companies (Meetings of the Board and its Powers) Rules 2014 and Regulation 18 ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the compositionof the Audit Committee is as under:
|Sl. No. 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 |
|4. Mr. Sadhu Ram Bansal ||Independent Director (Member) ||Ex-Banker (Former Chairman & MD of Corporation Bank) |
Mr. Kishore Kunal Company Secretary & Compliance Officer of the Company acts asSecretary to the Committee.
Further the Board has not denied any recommendation of Audit Committee during theFinancial Year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of the Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has established a Vigil Mechanism/ Whistle Blower Mechanism and overseesthrough the Audit Committee the genuine concerns expressed by the employees and Directorsof the Company. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co-employees and the Company. During the year under review no personnel has beendenied access to the Audit Committee. Further the Vigil Mechanism/ Whistle Blower Policyhave been uploaded on the website of the Company at www.kei-ind.com under InvestorRelations Section.
SHARES a. BUY BACK OF SECURITIES
During the year under review the Company has not bought back any of its securities.
b. SWEAT EQUITY
During the year under review the Company has not issued any Sweat Equity Shares.
c. BONUS SHARES
During the year under review no Bonus Shares were issued by the Company.
d. EMPLOYEES STOCK OPTION PLAN
During the year Share Allotment Committee of the Board has allotted 351000 EquityShares of face value 2/- each to eligible employees of the Company at an exercise price of225/- per share pursuant to KEI Employee Stock Option Scheme 2015.
AUDITORS a) Statutory Auditors:
M/s. PAWAN SHUBHAM & CO. Chartered Accountants (Firm Registration Number 011573C)were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM)held on July 19 2017 for a term of five consecutive years i.e. from the conclusion of 25thAGM till the conclusion of 30th AGM of the Company to be held in the year 2022pursuant to Section 139 of the Companies Act 2013.
Statutory Auditors' Report
The observations / comments of Statutory Auditors in their Auditor's Report areself-explanatory and therefore do not call for any further clarification / comment.
b) Cost Auditor:
Your Board of Directors has re-appointed M/s. S. Chander & Associates CostAccountants (Membership No.: 9455) as Cost Auditor of the Company to conduct audit of CostRecords maintained by the Company for the Financial Year 2021-22 in accordance withSection 148 and the Companies (Cost Records and Audit) Rules 2014 after obtaining hisconsent and certificate under Section 139 141 and 148 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 where they have confirmed theirconsent and eligibility to act as Cost Auditors of the Company. Your Company hasmaintained cost records and accounts as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013.
Cost Audit Report
There are no qualifications reservations or adverse remarks made by Cost Auditors intheir Report for FY 2020-21. Further the Cost Audit Report for the FY 2019-20 was filedon September 05 2020 and for the FY 2020-21 the Cost Audit Report to be filed within duedate.
c) Secretarial Auditors
The Board of Directors has appointed Mr. Sumit Batra (Membership No. FCS 7714& CP No. 8072) Proprietor of S.K. Batra & Associates Practicing CompanySecretaries as Secretarial Auditors of the Company pursuant to the provisions of Section204 of the Companies Act 2013 read with corresponding rules made thereunder forconducting Secretarial Audit of the Company for the financial year 2021-22.
Secretarial Audit Report
The Secretarial Audit Report for the FY 2020-21 as submitted by Secretarial Auditors inForm MR-3 is annexed to this Report as Annexure B and form part of this report.
There are no qualifications reservations or adverse remarks made by SecretarialAuditors in their Report.
Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for the financial year ended March 31 2021 oncompliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunderwas obtained from M/s S.K. Batra & Associates Secretarial Auditors and submitted tothe stock exchanges.
CORPORATE SOCIAL RESPONSIBILITY
The Company has framed a Policy on Corporate Social Responsibility pursuant to Section135 of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 which is available on the website of the Company at www.kei-ind.comunder Investor Relations Section. The Annual Report on Company's CSR activities of theCompany as per the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as Annexure C and forms part of this report.
LOAN(S) GUARANTEE(S) OR INVESTMENT(S)
During the year your Company has duly complied with the provisions of Section 186 ofthe Companies Act 2013. The particulars of Loan given Corporate Guarantees provided andInvestment made by the Company during the year are as follows:
|Sl. No. Particulars of Loan given Corporate guarantees and Investment made u/s 186 of the Companies Act 2013 ||Amount ( in million) |
|1. Loan of AUD 10000 given to Subsidiary namely "KEI Cables Australia Pty Ltd". ||0.52 |
|2. First Loss Default Guarantee in favour of IndusInd Bank Limited against Channel Financing Facility provided to the Dealers of the Company. ||400.00 |
|3. First Loss Default Guarantee in favour of Yes Bank Limited against Channel Financing Facility provided to the Dealers of the Company. ||625.00 |
|4. First Loss Default Guarantee in favour of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company. Total ||300.00 1325.52 |
PREVENTION OF SEXUAL HARASSMENT
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company. Your Company always endeavors to create andprovide an environment that is free from discrimination and harassment including sexualharassment.
In accordance with "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" and in order to provide for the effectiveenforcement of the basic human right of gender equality and guarantee against sexualharassment and abuse more particularly against sexual harassment at work places yourCompany has constituted an Internal Complaint Committee and adopted a policy on Preventionof Sexual Harassment at Workplace. The policy aims to provide the effective enforcement ofbasic human right of gender equality and guarantee against sexual harassment and abuse.During the year there was no complaint lodged with the Internal Complaint Committeeformed under "The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013".
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureD and forms part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as AnnexureE and forms part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year the Company has not entered into any materially significantrelated party contracts/ arrangements or transactions with the Company's promotersDirectors management or their relatives which could have had a potential conflict withthe interests of the Company. All the contracts/arrangements or transactions entered intoby the Company with Related party(ies) are in conformity with the provisions of theCompanies Act 2013.
The particulars of every contract or arrangement if entered into by the Company withthe related parties referred to in sub section (1) of Section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto aredisclosed in Form AOC 2 in Annexure F and forms part of this Report.
The Company 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 Party Transactions as formed and approvedby the Audit Committee and the Board of Directors as per Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is available on the website ofthe Company at www.kei-ind.com under Investor Relations Section.
Your Directors are pleased to report that your Company strives to ensure that bestcorporate governance practices are identified adopted and consistently followed. YourCompany believes that good governance is the basis for sustainable growth of the businessand for enhancement of stakeholder's value.
PursuanttoRegulation34ofSEBI(ListingObligations and Disclosure Requirements)Regulations 2015 a separate Section titled Report on Corporate Governance has beenincluded in this Annual Report and the certificate of M/s Pawan Shubham & Co.Chartered Accountants the statutory auditors of the Company certifying compliance withthe conditions of corporate governance as stipulated under relevant Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is obtained andannexed with the report on Corporate Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section and forms part of this Annual Report.
BUSINESS RESPONSIBILTY REPORT
In terms of Regulation 34(2)(f) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 detailed 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 Report.
Your Directors place on record their sincere appreciation for significant contributionmade by employees of the Company at each level through their dedication hard work andcommitment. This Financial Year has seen the outbreak of a global pandemic which has sendtremors in all sectors of the economy. Your Company is no exception and is fighting theadversities. Yet the trust that it has gained over the years has been of immenseadditional support. The continued co-operation and support of its loyal customers hasenabled the Company to make every effort in understanding their unique needs and delivermaximum customer satisfaction. Our employees at all levels have been core to ourexistence and their hard work cooperation and support is helping us as a company face allchallenges. Our vendors who form a part of our global footprint reinforce our presenceacross the globe and relentlessly push forward in establishing the KEI brand. Our Companyis always grateful for their efforts.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by various Banks Stock Exchanges NSDL and CDSL. The Board wishesto express its grateful appreciation for the assistance and co-operation received fromVendors Customers Consultants Banks Financial Institutions Central and StateGovernment bodies Dealers and other Business Associates. The Board deeply acknowledgesthe trust and confidence placed by the consumers of the Company and above all theshareholders.
For and on behalf of
Board of Directors of KEI Industries Limited
Date: July 31 2021
Place: New Delhi