Your Directors here by present their 37th Annual Report along withAudited Financial Statements for the year ended March 312021.
(Rs. in Lakhs)
|Particulars ||Year Ended March 312021 ||Year Ended March 31 2020 |
|Revenue from Operations || || |
|Gross ||62723.54 ||74150.03 |
|Net of Excise Duty ||62723.54 ||74150.03 |
|Other Income ||592.94 ||256.18 |
|Profit before Finance Costs Depreciation and || || |
|Amortisation Expense & Tax Expenses ||2595.21 ||4584.79 |
|Finance Costs ||330.97 ||354.77 |
|Profit before Depreciation and || || |
|Amortisation Expense & Tax Expenses ||2264.24 ||4230.02 |
|Depreciation and Amortisation Expense ||1079.17 ||895.62 |
|Profit before Tax Expenses ||1185.07 ||3334.40 |
|Tax expenses - Current Tax ||462.78 ||1025.90 |
|- Deferred Tax ||190.11 ||(153.15) |
| ||652.89 ||872.75 |
|Profit after Tax Expenses ||532.18 ||2461.65 |
|Balance brought forward ||7527.16 ||5082.80 |
|Other Comprehensive Income ||6.40 ||(17.29) |
|Surplus carried forward ||8065.74 ||7527.16 |
The effect of Covid-19 Pandemic on the Performance of your Company isevident in that the Net Revenue from operations stood atRs. 62723.54 Lakhs compared toRs. 74150.03 Lakhs in the Previous Year a drop of 15.41% year-on-year. The OperatingProfit before tax stood at Rs. 1185.07 Lakhs as against Rs. 3334.40 Lakhs in thePrevious Year. The Net Profit for the year stood at Rs. 532.18 Lakhs against Rs. 2461.65Lakhs reported in the Previous Year.
The company continues to retain and reinforce its market leadership inmodified thermoplastics with a pan India network of operations having plants andwarehouses situated in auto hubs and industrial belts.
There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this Report.
Detailed analysis of the State of the Company's affairs andperformance during the year is provided in Annexure to this report under Management'sDiscussion and Analysis Report.
In order to conserve resources your Directors have decided not torecommend any dividend for the financial year under review.
As on March 31 2021 the reserves and surplus stood at ' 34186.48Lakhs as compared to ' 33647.90 Lakhs as on March 312020. Your Directors do not proposeto transfer any amount to the reserves.
The paid up equity capital of the Company stood at' 1211.05 Lakhs. TheCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
Cash and cash equivalents as at March 312021 was ' 373.65 Lakhs. Thecompany continues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
Your Company has not accepted any deposits within the meaning of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees nor has made anyInvestments covered under the applicable provisions of theCompaniesAct2013.
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has appointed independent professionalaudit firm to carry out internal audit at all its locations. The scope of itsInternalAudit program is laid down bytheAuditcommittee of the Board ofAuditors. Tomaintain its objectivity and independence the Internal Audit function reports to theAudit Committee of the Board.
The Internal Audit team monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board of Directors.
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of Act and Rules framed thereunder.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the Corporate SocialResponsibility (CSR) drive the Company has undertaken projects which are inaccordance with the Companies Act 2013 and the Company's CSR policy. The Report onCSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules is annexed as Annexure - I and forms an integral part of this Report.
Your Company's policy require the conduct of all operations insuch a manner so as to ensure safety of all concerned compliance of statutory andindustrial requirements for environment protection and conservation of natural resourcesto the extent possible.
As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and the Rules made thereunder the Company hasformulated and implemented a policy on prevention of sexual harassment at the workplacewith a mechanism of lodging complaints. The Company has not received any compliant underthis policy during the year under review.
Industrial relations remained cordial during the year.
Various HR initiatives are continuously taken to align the HR policiesto the growing requirements of the business. Reviews training and tools are beingprovided for the personnel to improve overall efficiency.
Your Director Mr. D. Balaji (DIN : 08256342) retire by rotation andbeing eligible offers himself for re-appointment. The Directors recommend Mr. D. Balajifor re-appointment.
Brief details of the Directors who are proposed to be appointed /re-appointed as required under SEBI Listing Regulations are provided in the Notice ofAnnual General Meeting.
The Independent Directors of your Company have given a declarationconfirming that they meet the criteria of independence as prescribed both under the Actand the Listing Regulations and the same is complied with Code of Conduct as per ScheduleIV to the Act.
None of the Directors are disqualified from being appointed as orholding office as Director as stipulated under Section 164 of the Act.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors inducted into the Board are familiarized withthe Organisation. The details of such program are provided in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD
During the year five Board Meetings were convened and held on 5thJune 2020 22nd June 202012th August 202010th November 2020 and 10th February 2021and details of the same are given in the Corporate Governance Report which forms part ofthis Report.
COMMITTEES OF THE BOARD
The details of the various Committees of the Board i.e. AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship Committee andCorporate Social Responsibility Committee held during the Financial Year 2020 - 21 areprovided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations the Board has carried outperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and other Committeesas required. The performance evaluation of the Chairman of the Board and Managing Director/ Board / Executive / Non Independent /
Independent Directors was carried out. In the evaluation of theDirectors the Directors being evaluated had not participated and the Board evaluationprocess was completed. The Directors expressed their satisfaction with the evaluationprocess. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
NOMINATIONAND REMUNERATION POLICY
The Board of Directors have framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down criteria for selection and appointment of BoardMembers. The details of this policy are explained in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSORCOURTS
There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the Annual Accounts for the year ended31st March 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) the directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit and loss of the Company for the year ended on that date;
(iii) that the directors has taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iv) the annual accounts had been prepared on a goingconcern basis.
(v) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(vi) that the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such system were adequate andoperating effectively.
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course ofbusiness. The Policy has been uploaded on the website of the Company viz.www.kingfaindia.com. Form AOC-2 is annexed herewith as Annexure - II and forms an integralpart of this report.
The Company does not have subsidiary.
Commitment to ethical professional conduct is a must for everyemployee including Board Members and Senior Management personnel of the Company. The Codeis intended to serve as a basis for ethical decision-making in conduct of professionalwork. The Code of Conduct has been uploaded on the website of the Company viz.www.kingfaindia.com. A Declaration regarding Compliance by Board Members and SeniorManagement Personnel is given at the end of this report.
WHISTLE BLOWER POLICYANDVIGIL MECHANISM
In pursuant to the provisions of the Companies Act and ListingRegulations a Whistle Blower Policy and Vigil Mechanism for Directors and Employees toreport genuine concerns has been established. The Policy has been uploaded on the websiteof the Company.
PREVENTION OF INSIDERTRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations theCompany has formulated and adopted a Code for Prevention of Insider Trading and the samehas been uploaded on the website of the Company.
The Company's Statutory Auditors M/s. P G BHAGWAT LLP CharteredAccountants (Firm Registration Number: 101118W/W100682) were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 25th September 2017 for aterm of five consecutive years to hold office from the conclusion of the 33rd AnnualGeneral Meeting till the conclusion of the 38th Annual General Meeting of the Company.Their appointment was subject to ratification by members at every subsequent AnnualGeneral Meeting held after the AGM held on 25th September 2017.
Pursuant to the amendments made to Section 139 of the Companies Act2013 by the Companies (Amendment) Act 2017 effective from May 07 2018 the requirement ofseeking ratification of the members for the appointment of Statutory Auditors has beenwithdrawn from the Statute.
In view of the above ratification of members for continuance of theirappointment at this Annual General Meeting is not being sought.
There is no audit qualification for the year under review.
As per the provisions of the Companies Act 2013 the Report given bythe Auditors on the financial statements of the Company is part of the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made thereunder the Company had appointed Ms. Shaswati Vaishnav PracticingCompany Secretary ACS 11392 PCS 8675 of M/s. Vaishnav Associates to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is included as Annexure -III and forms an integral part of this Report. There is no secretarial audit qualificationfor the year under review.
Mr.K.Suryanarayanan Cost Accountant (Registration Number 102347)carried out the cost audit during the year under review.
In compliance with the provisions of Section 148 of the Companies Act2013 the Board of Directors on the recommendation of Audit Committee have appointed Mr.K. Suryanarayanan Cost Accountant (Registration Number 102347) as Cost Auditor to auditthe cost accounts of the Company for the financial year 2021-22. As required under theCompanies Act 2013 a resolution seeking member's approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meetingfor their ratification.
The annual return for the year ended 31st March 2021 will be madeavailable in the Company's website www.kingfaindia.com after it is filed with theRegistrar of Companies.
BUSINESS RISK MANAGEMENT
Business risk evaluation and management is an ongoing process withinthe Company. The Assessment is periodically examined by the Board. The requirement ofmandatory constitution of Risk Management Committee for the year under review is notapplicable to the Company.
The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014is given in Annexure- IV to this Report.
The particulars of employees are not applicable since there are noemployees drawing remuneration more than ' 10200000/- per annum (full year) or'850000/- p.m. (part of the year).
All the dividends of the earlier years which have remained unclaimedhave since been transferred to the Investor Education and Protection Fund at the expiry ofthe specified period(s) as required under Companies Act.
|Year ||Date of declaration ||No. of Shareholders ||Total Unclaimed Dividend (') ||Due date for transfer to IEPF Account |
|2013-2014 to 2019-2020 ||No Dividend declared || |
The Company has complied with all the applicable Secretarial Standards.
Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations BusinessResponsibility Report is annexed herewith as Annexure-V which forms an integral part ofthis Report.
CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION&ANALYSISREPORTS
The Corporate Governance and Management's Discussion &Analysis Report which form an integral part of this Report are set out as separateAnnexures together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance and Certificate of NonDisqualification of Directors as stipulated under applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations.
Your Directors wish to record their appreciation of the continuedsupport and co-operation from your Company's customers vendors bankers and allother stakeholders. Your Company will continue to build and maintain strong links with itsbusiness partners.
The Directors sincerely appreciate the high degree of professionalismcommitment and dedication displayed by employees at all levels. The Directors also placeon record their gratitude to the Members for their continued support and confidence.
|For and on behalf of the Board of Directors |
|BO JINGEN ||D. BALAJI |
|Managing Director ||Executive Director |
|Place : Pune || |
|Date :17th June 2021 || |