Kiri Industries Limited
Your Board of Directors are pleased to present the 22nd Annual Report togetherwith Audited Financial Statements of the Company for the Financial Year ended on March 312020.
(INR in Crore)
|Particulars ||2019-20 ||2018-19 |
|Total Revenue ||973.18 ||1064.69 |
|Operational Expenses ||872.89 ||905.45 |
|Earning Before Finance Cost Depreciation and Tax (EBIDTA) ||100.29 ||159.24 |
|Less: Finance Cost ||4.52 ||4.39 |
|Depreciation ||36.63 ||28.49 |
|Earning Before Taxation ||59.14 ||126.34 |
|Less: Current Tax ||10.21 ||28.00 |
|Deferred Tax ||(1.24) ||(21.70) |
|Other Comprehensive Income ||(0.36) ||(0.21) |
|Earnings After Tax (EAT) ||49.82 ||119.83 |
Highlights of Standalone Operations
During the year under review the Company has reported a total revenue of INR 973.18Crore as compared to INR 1064.69 Crore in FY 2018-19 down by 8.59%. The revenue has beendown on account of closure of plants due to lockdown and decrease in average pricerealization by 11% of the products as compared to FY 2019-20. EBIDTA reported INR 100.29crore as against INR 159.24 crore in FY 2018-19. Operational expenses of INR 872.89 Croreinclude a significant amount of Legal & Professional fees related to the Singaporecourt cases.
During the year the finance cost is increased from INR 4.39 Crore to INR 4.52 Croredue to increase in finance charges pertaining to discounting of letter of credits andother bank charges. Similarly depreciation has been increased from INR 28.49 Crore to INR36.63 Crore mainly on account of commencement of Thionyl Chloride Plant Zero liquiddischarge facility and disperse dyes plant during the current financial year.
The Company has reported earnings after tax of INR 49.82 Crore as against INR 119.83crore of FY 2018-19 which is decreased mainly on account of decrease in prices ofproducts increase in operational expenses and depreciation.
Highlights of Consolidated Performance
(INR in Crore)
|Particulars ||FY 2019-20 ||FY 2018-19 |
|Total Revenue ||1310.68 ||1396.50 |
|Operational Expenses ||1119.33 ||1162.80 |
|Earnings before Interest Depreciation and Tax (EBIDTA) ||191.35 ||233.70 |
|Less: Finance cost ||4.84 ||5.08 |
|Depreciation ||44.40 ||37.56 |
|Earnings Before Tax ||142.11 ||191.06 |
|Taxes ||26.41 ||33.43 |
|Other Comprehensive Income ||(0.52) ||(0.21) |
|Earnings After Tax (Before Share of Profit of Associates) ||115.18 ||157.42 |
|Share of Profit of Associates ||259.81 ||6.49 |
|Earnings After Tax (EAT) ||374.99 ||163.91 |
Highlights of Consolidated Operations
During the year under review total revenue of the Company has been reduced by 6.15%from INR 1396.50 Crore to INR 1310.68 Crore due to closure of manufacturing units onaccount of lockdowns in later part of March 2020 and decrease in prices of products andEarnings before Interest Depreciation and Tax (EBIDTA) has been reduced by 18.12% duringFY2019-20 from INR 233.70 Crores to INR 191.35 crore.
During the year earnings after tax (including share of profit of associates) has beenincreased from INR 163.91 Crore in FY 2018-19 to INR 374.99 Crore in FY 2019-20 which issharply increased by 128.78% on account of adding back of wrongful write-down/ exceptionalprovisions and expenses claimed in DyStar. In consolidated earnings after tax Lonsen Kiricontributed to INR 67.19 crore.
Impact of COVID-19:
The Covid-19 pandemic is spreading very fast across the globe and an unprecedentedimpact on people and economies worldwide.
The Ministry of Home Affairs Government of India on March 24 2020 notified the firstever nationwide lockdown in India to contain the outbreak of Covid-19. The management haveassessed the impact of Covid-19 on the business at the balance sheet date and there are nosignificant impact as of the balance sheet date because manufacturing facilities as wellas offices of the Company were closed from March 25 2020. The manufacturing facilitiesresumed its operation in phase manner from April 27 2020 to fulfill export orders onaccount of relaxations given by the Government. Due to the worldwide uncertainty caused byCovid-19 and its potential impact the company has put in place mitigation plans tominimize the adverse impact on both revenue and profitability. However at this juncture itis difficult to assess the overall impact on the economy and business operation of theCompany. There are no material changes or commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.
The Company has taken various initiatives towards medical and community support tofight against Covid-19 pandemic. Your Company has distributed hand sanitizer mask foodto the community during the locked down. In COVID -19 Pandemic the Company has recognisedthe employees position and has given all necessary support in financial and in othermeans. Your Company undertook timely and essential measures to ensure the safety andwell-being of all its employees at all its plant locations and offices. The Company hasobserved all the government advisories and guidelines thoroughly.
Dividend on Equity Shares:
Due to impact of Covid-19 on business operations of the Company the board hasrecommended a final dividend of INR 0.50/- (@ 5%) per Equity Share of INR 10/- each forthe financial year ended on March 31 2020 subject to approval of shareholders at 22ndAnnual General Meeting which would involve total cash outflow of INR 1.68 Crore includingdeduction of Tax at source (TDS). The Dividend payout is as per Dividend DistributionPolicy which is available on the website of the Company i.e. www.kiriindustries.com.
Dividend on Cumulative Redeemable Preference Shares
Your Directors have recommended dividend of INR 0.015/- (@ 0.15%) per share on4333500 Cumulative Redeemable Preference Shares (Preference Shares) of INR 10.00 eachfor the year ended March 31 2020.
Accordingly Your Company shall make the payment of dividend after deduction of Tax atsource (TDS). The total cash outflow of dividend would amount to INR 65002.50/- includingdeduction of Tax at source (TDS).
In view of Changes made in Income Tax Act 1961 by the Finance Act 2020 dividendpaid or distributed will be taxable in the hand of Shareholders of the Company.
Investor Education and Protection Fund (IEPF)
Pursuant to the provision of Section 124 and 125 of the Companies Act 2013("Act") read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") any moneytransferred to Unpaid Dividend Account and which remains unpaid or unclaimed for sevenconsecutive years from the date of such transfer shall be transferred by the Company intoIEPF account established by Government of India. Further the company shall also transfershares of Members whose dividends remain unpaid/unclaimed for a continuous period of sevenyears to the demat account of IEPF Authority. During the year there were no funds/shareswhich were required to be transferred to IEPF Authority.
Further an amount of INR 300696/- which remained under unpaid and unclaimedDividend account for FY 2018-19 will be due for transfer to IEPF account on October 272026 if remained unclaimed for seven consecutive years.
The Company has appointed a Nodal Officer as per IEPF Rules the details of which areavailable on the website of the Company i.e. www.kiriindustries.com.
Subsidiaries and Consolidated Financial Statements
The Company has prepared Consolidated Financial Statements in accordance with theIndian Accounting Standards (Ind AS) and as per Schedule III to the Companies Act 2013.Except where otherwise stated the accounting policies are consistently applied.
The Board has reviewed the affairs of the Company's subsidiaries during the year atregular intervals. In accordance with section 129(3) of the Companies Act 2013 theCompany has prepared Consolidated Financial Statements of the Company and itssubsidiary/Associates and Joint
Venture which forms part of this Annual Report. A statement containing salientfeatures of the financial statements of the subsidiary companies/Joint Ventures/Associatesin Form AOC-1 is provided as "Annexure A" to this report. During the yearunder review there were no Companies which have become or ceased to become subsidiaryassociate or joint venture of your Company.
In accordance with third proviso to Section 136 of the Act the Annual Report of yourCompany contains inter alia the audited Standalone and Consolidated Financial Statements.
Your Company has also implemented Policy for determining Material Subsidiary as per therequirements under regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). The said policy isavailable on the website of the Company i.e. www.kiriindustries.com.
Directors and Key managerial Personnel
During the year under review based on recommendation of Nomination and RemunerationCommittee the board of directors have appointed Mr. Ulrich Hambrecht (DIN: 01967154) asan Independent Additional Director on board with effect from November 12 2019 who holdsthe office upto the date of upcoming 22nd AGM. The Board is of opinion that Mr.Ulrich Hambrecht possesses requisite qualification experience and expertise and hold highstandards of integrity and being eligible offered himself to be appointed as anIndependent Director of the Company for a term of 5 (Five) consecutive years.
Ms. Veena Padia (DIN: 06992591) who was appointed as Independent Director at the 17thAnnual General Meeting of the Company held on September 26 2015 and she holds office uptoSeptember 25 2020. She is eligible and offered herself to be reappointed as anIndependent Director for second term of 5 (Five) consecutive years. Based onrecommendation of Nomination and Remuneration Committee and on performance evaluation itis proposed to reappoint Ms. Veena Padia as an Independent Director on board for a secondterm of 5 consecutive years.
As per provision of the Section 152(6) of the Act Mr. Pravin Kiri (DIN: 00198275)Chairman Whole-Time Director (DIN- 00198275) retires by rotation at the ensuing AGM andbeing eligible offers himself for re-appointment.
M/s. Pramodkumar Dad & Associates Chartered Accountants were appointed asStatutory Auditors of the Company at the 19th Annual General Meeting of theCompany for a term of 5 (Five) consecutive years and they shall hold the office upto 24thAnnual General Meeting of the Company to be held in year 2022. They have confirmed thatthey are not disqualified for continuing as Auditors of the Company.
The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
M/s. V. H. Savaliya & Associates Cost Accountants Ahmedabad were appointed asCost Auditors of the Company by the Board of Directors at their meeting held on August 122019 for the Financial Year 2019-20.
Your Company has maintained the cost records as prescribed under Section 148 of theCompanies Act 2013 and rules made there under.
The Cost Audit Report for the financial year 201920 issued by M/s. V. H. Savaliya& Associates Cost Accountants does not contain any qualification reservationadverse remark or disclaimer.
M/s Kashyap R. Mehta & Associates Practicing Company Secretaries Ahmedabad wereappointed as Secretarial Auditors of the Company by the Board at their meeting held onAugust 12 2019 for financial year 2019-20. The secretarial audit report in the prescribedform MR-3 is attached herewith as "Annexure B".
Certain remarks in the Secretarial Audit Report do not have material impact onfinancial performance of the Company. The views of the Management on each such remark aregiven hereunder:
1. Ownership of an agricultural land intended for industrial purpose will betransferred in the name of the company upon receiving necessary approval for conversioninto non agriculture land.
The land is acquired for future expansion of the Company. Since a Company cannot holdagriculture land it is initially acquired in the name of Chairman of the Company and thesame would be transferred in the name of the Company after its conversion intonon-agriculture land.
2. As per Reg.17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 number of Board of Directors is less than 6 for the quarter ended on 30thJune 2019 & 30th September 2019 and for part of the quarter ended 31stDecember 2019. However the Company has appointed Independent Director on the Board ofthe Company w.e.f. 12th November 2019. The Board of the Company is now dulyconstituted.
The Company has already appointed Mr. Ulrich Hambrecht as an Independent AdditionalDirector on the board of the company w.e.f. November 12 2019. During the period of delayin compliance of regulation 17 of Listing Regulations the board was in process ofidentifying a suitable candidate on the board who have required capability expertise andexperience in the chemical Sector to gain advantage of his knowledge and expertise to thecompany and its stakeholders. Further the company has also paid penalty for delay incompliance of the said regulations to both the exchanges.
Declaration by Independent Directors and statement on compliance of Code of Conduct
During the year under review all Independent Directors have given their declarationsstating that they meet the criteria of independence as prescribed under Section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) Listing Regulations and have also compliedthe Code for Independent Directors as prescribed in Schedule IV to the Companies Act2013. In opinion of the Board they fulfill the conditions of independence as specified inthe Companies Act 2013 and Rules made thereunder and Listing Regulations.
In terms of provisions of Listing Regulations the Board of Directors of the Companyhave laid down a Code of Conduct ("Code") for all Board Members and SeniorManagement Personnel of the Company. The Board Members and senior management personnel ofthe Company have affirmed compliance with the Code. The Managing Director of the Companyhas given a declaration to the Company that all Board Members and senior managementpersonnel of the Company have affirmed compliance with the Code. Code of Conduct forDirectors and senior management personnel is available on the website of the Company atwww.kiriindustries.com.
Meetings of the Board Committees & Compliance to Secretarial Standards
During the year under review 4 (Four) Meetings of Board of Directors were held as perdetails given below:
Date of Board Meeting
1. May 29 2019
2. August 12 2019
3. November 12 2019
4. February 12 2020
Pursuant to the requirements of Schedule IV to the Companies Act 2013 and ListingRegulations a separate Meeting of the Independent Directors of the Company was held onFebruary 12 2020.
Details of Composition and meetings of various committees held during the year areprovided in Corporate Governance Report which is forming part of this report.
During the year under the review the Company has complied with the provisions ofSecretarial Standard 1 (relating to meeting of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings).
The Equity Shares of your Company are listed and actively traded on the BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE). The Company had paid AnnualListing fees to both the stock exchanges for the Financial Year 2020-21 within thestipulated time.
Changes in Capital Structure
During the year under review the Board of Directors of the Company at their meetingheld on August 12 2019 allotted 2276695 Equity Shares of INR 10/- each to LTSInvestment Funds Ltd. upon conversion of Foreign Currency Convertible Bonds (FCCBs).Therefore issued subscribed and paid up Equity Share Capital of the Company is increasedfrom INR 31.34 Crore to INR 33.62 Crore.
Employee Stock Option Scheme
In order to motivate incentivize and reward employees your Company has institutedemployee stock options plan. The Board of Directors and Nomination and RemunerationCommittee administers this plan. The stock option plan is in compliance with Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014("Employee
Benefits Regulations") and there have been no material changes to this plan duringthe financial year. Disclosures on ESOP plan details of options granted sharestransferred to employee through Kiri Employee Stock Option Trust ("ESOP Trust")upon exercise etc. as required under the Employee Benefits Regulations read withSecurities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June16 2015 are available on the Company's website at www.kiriindustries.com.
During the year under review eligible employees have exercised their 200000 optionsgranted and vested to them and ESOP trust have transferred equal number of equity sharesto respective employees. At the end of financial year total 225000 options areoutstanding. As per terms of scheme no employee was issued stock option equal to orexceeding 1% of the issued capital of the Company at the time of grant. Kiri EmployeeStock Option Trust is an ESOP Trust set up by your Company pursuant to approval by theshareholders at the 16th Annual General Meeting held on 26thSeptember 2014. The ESOP Trust is authorized to transfer shares from the Trust account toemployees on exercise of vested options.
The Nomination and Remuneration Committee and the Board had laid down the process andcriteria for annual performance evaluation of the Board its Committees and individualdirectors. The Board of Directors have carried out an evaluation of its own performanceits Committees and that of its individual directors in compliance with the provisions ofthe Act and Listing Regulations.
The evaluation process covered aspects such as Board structure and compositionfrequency of Board Meetings participation in the long term strategic planningcontribution to and monitoring of corporate governance practices and the fulfilment ofDirectors' obligation and fiduciary responsibilities including but not limited to activeparticipation at the Board and Committee meetings. The Board has reviewed the performanceof the Board as a whole its Committees and individual directors taking into accountfeedback of the Nomination and Remuneration Committee and the Independent Directors whichincludes the evaluation of the Chairman and Non- Independent Directors of the Company.
Remuneration of Directors and Employees:
A Statement pursuant to section 197 of the Companies Act 2013 read with Rule 5 ofCompanies (Appointment & remuneration of Managerial Personnel) Rules 2014 is attachedas "Annexure C".
Policy on Directors' Appointment and Remuneration
The Company's policy on directors' appointment and remuneration and other matter asprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which is a part of this report and is also available on website of theCompany i.e. www.kiriindustries.com.
Familiarisation Programme for Directors
The Company believes that a Board which is adequately informed/familiarised with theCompany and its affairs can contribute significantly to effectively discharge itsfiduciary duty as director of the company and that fulfils stakeholders' aspirations andsocietal expectations. In this regard the Directors of the Company are updated onchanges/ developments in the domestic/global industry scenario in the sector which affectthe business of the Company to enable them to take well informed and timely decisions.The details of familiarization programmes have been disclosed on the Company's websitei.e. www.kiriindustries.com.
Directors Responsibility Statement
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 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 the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts for the year ended March 31 2020 ona going concern' basis;
e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2019-20.
Business Responsibility Report (BRR)
Pursuant to regulation 34 of the Listing Regulations the Annual Report of top 1000listed entities based on market capitalization shall have to prepare businessresponsibility report (BRR). Accordingly BRR is annexed to this report as "AnnexureD".
Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size and nature ofits business operations. The Company has appointed an external audit firm for internalaudit of the Company. The Internal Auditor reviews the adequacy of internal control systemin the Company and its compliance with operating systems and policies & procedures.Based on the report of internal auditor the account department undertakes correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee onquarterly basis.
The details in respect of internal financial control and their adequacy are alsoincluded in the Management Discussion and Analysis Report which is a part of this report.
Deposits from public
During the year under review the Company has not accepted any deposits from publicwithin the meaning of Section 73 to 76 of Companies Act 2013 read with the Companies(Acceptance of Deposits by Companies) Rules 2014 or any other applicable provision(s) ifany.
Details of Loans Investments and Guarantees
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the note no. 3 and 4 to the StandaloneFinancial Statements of the Company for the year ended March 31 2020.
Related Party Transactions
During the year under review all related party transactions are entered on arm'slength basis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict with the interest of theCompany or which requires the approval of the shareholders. Since all related partytransactions entered into by the Company were in ordinary course of business and were onarms' length basis Form AOC-2 is not applicable to the Company. The details of thetransactions with Related Party are provided in the note no. 43 to standalone auditedfinancial statements in accordance with the Accounting Standards.
All Related Party Transactions are placed before the Audit Committee and the Board onquarterly basis. Omnibus approval of audit committee and board are obtained for thetransactions which are forecasted and are repetitive in nature. An abridged policy onrelated party transactions is available on the website of the Company i.e.www.kiriindustries.com.
Conservation of energy research and development technology absorptions and foreignexchange earnings and outgo
The relevant information on conservation of energy technology absorption foreignexchange earnings & outgo as required to be disclosed in term of Section 134(3)(m) ofthe Companies Act 2013 together with the Companies (Accounts of Companies) Rules 2014 isannexed to this report as "Annexure E".
The Company has a Risk Management framework in place to identify assess monitor andmitigate various risks to the business. This framework seeks to minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The frameworkalso defines the risk management approach across the company at various levels. RiskManagement Committee reviews the process of risk management. The details of the Committeeand meetings held during the financial year 2019-20 and its terms of reference areprovided in the Corporate Governance Report. The Risk Management policy of the Company isavailable on website of the Company www.kiriindustries.com.
Vigil Mechanism process (Whistle Blower Policy)
As per the provisions of Section 177 of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations the Company has devised a vigil mechanism named Whistle BlowerPolicy for escalating system of ethical concerns etc. and to deal with instances of fraudand mismanagement if any. The details of the Whistle Blower Policy are available on thewebsite of the Company at www.kiriindustries.com and also given in the CorporateGovernance Report.
Extract of Annual Return
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return is annexed to this report as "Annexure F" andalso available on the website of the Company i.e. www.kiriindustries.com.
Composition of Committees
The Company have 5 (Five) Committees namely Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Risk Management Committee. A detailed note on the compositionof the board and other committees are provided in the Corporate Governance Report.
As required under section 177 (8) of the Companies Act 2013 and Listing Regulationsthe composition of the Audit Committee is mentioned herein below:
|Name of Member ||Designation |
|Mr. Keyoor Bakshi ||Chairman to the Committee |
|Mr. Manish Kiri ||Member |
|Mr. Mukesh Desai ||Member |
|Ms. Veena Padia ||Member |
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
Corporate Social Responsibility Committee
Pursuant to Section 135 of Companies Act 2013 the Company has constituted CorporateSocial Responsibility Committee (CSR Committee) comprising of following members:
|Name of Member ||Designation |
|Ms. Veena Padia ||Chairperson to the Committee |
|Mr. Pravin Kiri ||Member |
|Mr. Manish Kiri ||Member |
|Mr. Mukesh Desai ||Member |
The Company has always been committed to the cause of social service and has repeatedlychannelized its resources and activities which positively affects the society sociallyethically and also environmentally. Your Company has taken up various Corporate SocialResponsibility ("CSR") initiatives and enhanced value in the society.
The Company has formulated CSR Policy which encompasses its philosophy and guides itssustained efforts for undertaking and supporting socially useful programs for the welfare& sustainable development of the society.
The brief outline of the Corporate Social Responsibility (CSR) policy and theinitiatives undertaken by the Company on CSR activities during the year under review areset out in "Annexure G" of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. For further detailsregarding the CSR Committee please refer to the Corporate Governance Report. The CSRpolicy is available on the website of the Company i.e. www.kiriindustries.com.
Nomination and Remuneration Policy for Directors Key Managerial Personnel and OtherEmployees:
As prescribed under section 178 of the Companies Act 2013 and regulation 19 of ListingRegulations the Company has adopted Nomination and Remuneration policy for Directorsappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and the same is available on the website of theCompany i.e. www.kiriindustries.com. The relevant information as per Regulation 19 ofListing Regulations is available in the Corporate Governance report.
Human Resource Development
Your Company believes that Human Resources play a vital role in achieving its corporategoal. Hence the Company continues to invest on hiring the best talent from otherindustries developing and retaining the available talent to ensure a sustainable talentsupply within the organization. The Company provides various opportunities to theemployees to develop their skills to take up higher responsibilities in the organization.
Corporate Governance & Management Discussion and Analysis Report
As prescribed under Regulation 34 (3) read with Schedule V of the Listing Regulationsa separate section on corporate governance practices implemented by the Company alongwith the Compliance Certificate from the Secretarial Auditors regarding compliance ofconditions of corporate governance as stipulated in Listing Regulations are set out in "Annexure-H"to this Annual report.
The Management Discussion and Analysis Report on the Industry and business operationsof the Company as required under Listing Regulations are set out in "Annexure-I"of this Report.
As per Regulation 43A of the Listing Regulations the Dividend Distribution Policy isdisclosed in the Corporate Governance Report and is also available on the Company'swebsite i.e. www.kiriindustries.com.
The details in respect of compliances with provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder are included in Corporate Governance Report and is available on the Company'swebsite i.e. www.kiriindustries. com.
The Company has adopted a Code of Conduct to regulate monitor and report trading byinsiders which prohibits trading in securities of the company by directors and employeeswhile in possession of Unpublished Price Sensitive Information in relation to the Company.The said code is available on the website of the Company at www.kiriindustries.com.
During the Year under review company has complied with Secretarial Standards asapplicable to the company.
There have been no material changes and commitments affecting the financial position ofthe Company between the end of financial year of the Company to which the financialstatements relate and date of this report.
Significant and Material orders passed by the Regulators or Courts
During the financial year under review no significant or material orders were passedby any Regulatory/ Statutory Authorities or the Courts or tribunals which would impact thegoing concern status of the Company and its future operations.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
During the year under review the Statutory Auditors Cost Auditors or SecretarialAuditors of the Company have not reported any frauds to the Audit Committee or to theBoard of Directors as prescribed under Section 143(12) of the Companies Act 2013 andrules made there under.
Updates on court case in Singapore
Singapore International Commercial Court (SICC) vide its order dated January 08 2019had directed the valuation process to value Company's 37.57% stake in DyStar. The trialfor valuation of Kiri's stake has been completed in two tranches during nine days hearingbetween February 26 2020 and March 02 2020 and between March 31 2020 and April 062020. The final hearing for oral closing and related arguments are also completed on July01 2020. The SICC has reserved its judgment which can be delivered any time.
The SICC had delivered their judgment on March 03 2020 in DyStar Case against theCompany and Manish Kiri for payment of total damages to USD 678480.50 and cost of SGD245877.52 to DyStar in DyStar's claim for violation of non-compete clause of ShareSubscription and Shareholders Agreement ("SSSA") with respect to solicitation ofDyStar's customer(s) in Morocco and Sri Lanka. The Company has filed an appeal with Courtof Appeal against the said order dated March 03 2020. The appeal is expected to be heardby Court of Appeal sometime in September 2020.
DyStar has initiated a new suit against the Company and Mr. Manish Kiri for allegedviolation of SSSA with respect to competition by the Company with DyStar throughsolicitation of customers of DyStar in Bangladesh Pakistan Iran and Brazil. The Companyhas filed defense and also filed counterclaim on June 08 2020 against the claim ofDyStar. The customers which are alleged by DyStar in their new claim have been inbusiness with the Company prior to execution of SSSA i.e. January 31 2010. Hence theManagement does not foresee any payment of damages to DyStar.
The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/ contractors employees Government agencies localauthorities and the immediate society for their un-stinted support and co-operationduring the year.
|For and on behalf of Board of Directors |
|Date: August 10 2020 ||Pravin Kiri |
|Place: Ahmedabad ||Chairman |