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Kovilpatti Lakshmi Roller Flour Mills Ltd.

BSE: 507598 Sector: Agri and agri inputs
NSE: KLRF ISIN Code: INE014E01015
BSE 00:00 | 06 Dec 128.30 -1.95
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NSE 05:30 | 01 Jan Kovilpatti Lakshmi Roller Flour Mills Ltd
OPEN 128.50
PREVIOUS CLOSE 130.25
VOLUME 2857
52-Week high 140.40
52-Week low 59.00
P/E 5.48
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 128.50
CLOSE 130.25
VOLUME 2857
52-Week high 140.40
52-Week low 59.00
P/E 5.48
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kovilpatti Lakshmi Roller Flour Mills Ltd. (KLRF) - Director Report

Company director report

Dear Shareholders

The Directors present their Sixtieth Annual Report together with theaudited statements of accounts for the year ended 31st March 2022

(Rs in Lakhs)

FINANCIAL RESULTS

31.03.2022

31.03.2021
Total Income

27711.61

22480.80
Profit before finance cost and depreciation

1840.75

1390.11
Less: Finance cost

406.02

422.21
Profit before depreciation and amortisation

1434.73

967.90
Less: Depreciation

400.94

340.63
Profit/ (Loss) before tax

1033.79

627.27
Add/Less: Income tax expense - Current tax

180.62

202.00
- Deferred tax charge / (credit)

100.14

(24.62)
Profit / (Loss) for the year from operations

753.03

449.89
Other comprehensive Income net of tax

(17.83)

9.92
Total comprehensive income for the year

735.20

459.81

REVIEW OF BUSINESS OPERATIONS

During the year ended 31st March 2022 the Company has recorded a totalincome of Rs 27711.61 lakhs as against Rs 22480.80 lakhs achieved during theprevious year. The profit after tax amounted to Rs 753.03 lakhs as against profit of Rs449.89 lakhs in the previous year. The Profit before interest Depreciation Taxes andAmortization (EBIDTA) amounted to Rs 1840.75 lakhs as against Rs 1390.11 lakhs in theprevious year.

There was no change in the nature of business of the Company during thefinancial year ended 31st March 2022.

The performance of each business segment of the Company has beencomprehensively discussed in the management Discussion and Analysis Report (forming partof this Directors' Report).

FINANCE

Your Company continued to avail need based working capital and othercredit facilities from HDFC Bank Ltd and RBIL Bank Ltd.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & AnalysisReport which form an integral part of this Report are annexed to this report. The Companyhas complied with the conditions relating to Corporate Governance as stipulated in termsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCertificate obtained from the Statutory Auditor relating to the above is annexed and forma part of this report.

ALTERATION OF OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION

In order to enable the Company to diversify its business activitiesthe Board of Directors at their meeting held on 27th May 2022 has proposed to alter theObjects Clause III of the Memorandum of Association of the Company subject to theapproval of the members and confirmation by the Central Government. Consequently theprovisions contained in the existing Objects Clause of the Memorandum of Association isrequired to be aligned in accordance with Table A of Schedule I of the Companies Act2013. Pursuant to Section 13 of the Companies Act 2013 any amendment(s) to theprovisions of the Memorandum of Association of the Company requires the consent of themembers by way of passing necessary special resolution and such amendment(s) shall besubject to the approval of the Registrar of Companies Chennai. Accordingly necessaryspecial resolution has been set out in the Notice of the Annual General Meeting for theapproval of the members. Your Directors recommends the passing of the said SpecialResolution.

SHARE CAPITAL

The present Authorized Capital of the Company is Rs 150000000/-(Rupees Fifteen Crores only) divided into 12000000 (One Crore Twenty Lakhs) equityshares of Rs 10/- each and 3000000 (Thirty Lakhs) 10% Cumulative Redeemable PreferenceShares of Rs 10/- each. In order to enable the issuance of all kinds of preference sharesas and when the need arises within the purview of the Companies Act 2013 the Board ofDirectors at their meeting held on 27th May 2022 has recommended to re-classify theexisting Authorized Share Capital as Rs 150000000/- (Rupees Fifteen Crores only)divided into 12000000 (One Crore Twenty Lakhs) equity shares of Rs 10/- each and3000000 (Thirty Lakhs) Preference Shares of Rs 10/- each subject to the approval of themembers. Consequent to the reclassification of the Authorised Share Capital the Clause Vof the Memorandum of Association of the Company would be required to be amended so as toreflect the re-classified Authorized Share Capital of the Company. Pursuant to Section13(1) of the Companies Act 2013 any alteration in the provisions contained in theMemorandum of Association would require the approval of the members of the Company by wayof passing a special resolution. Accordingly necessary special resolution has been setout in the Notice of the Annual General Meeting for the approval of the members. YourDirectors recommends the passing of the said Special Resolution.

The subscribed and paid-up equity share capital of the company as on31st March 2022 is Rs 55414760/- divided into 5541476 equity shares of Rs 10/-each. During the year under review the Company has not made any fresh issue of shares orsecurities.

TRANSFER TO RESERVES

During the year under review the Company has not transferred anyamount to its General Reserves. However the current year's net profit of Rs 735.20lakhs has been carried forwarded in the Balance in Profit & Loss Account.

DIVIDEND

Your Directors recommend a dividend of Rs 1.80/- per equity share of Rs10/- each for the financial year ended 31st March 2022 subject to deduction of Tax atSource which if approved at the forthcoming 60th Annual General Meeting will be paid tothose equity shareholders whose names appear in the Register of Members as on 7thSeptember 2022 (Record Date) in respect of shares held in physical form and in respect ofshares held in dematerialized form the dividend shall be paid on the basis of thebeneficial ownership as per the details furnished by the Depositories for this purpose atthe end of business hours on 7th September 2022 (Record Date).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND(IEPF)

There is no amount of dividend which are lying unclaimed for a periodbeyond seven years which are required to be transferred to Investor Education andProtection Fund in accordance with the provisions of the Companies Act 2013 and rulesmade thereunder.

However during the year under review the Company had transferred thedividend amount of Rs 82829.50 declared in relation to the financial year 2020-21 on theshares already transferred to the designated demat account of the Investor Education andProtection Fund Authority (IEPFA) to the Investor Education and Protection Fund pursuantto Section 124 of the Companies Act 2013 read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016.

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) and rule 12(1) of theCompanies (Management and Administration) Rules 2014 the copy of the annual return in theprescribed Form MGT-7 for FY 2021-22 is placed on the website of the Company www.klrf.in.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board of Directors and its Committeesnamely Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and of the Board and Committee Meetings held during the year under review andthe attendance of the Directors at such Board/ Committee Meetings are provided in theCorporate Governance Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively. The Company has duly complied with Secretarial Standards issued bythe Institute of Company Secretaries of India on the meeting of the Board of Directors(SS-1) and General Meetings (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat;

a) In the preparation of the annual accounts the applicable accountingstandards have been followed;

b) The Directors have 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 at the end of thefinancial year and of the profit of the Company for the year under review;

c) The Directors have 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;

d) The Directors have prepared the annual accounts for the financialyear ended 31st March 2022 on a going concern basis;

e) 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

f) The Directors had devised proper systems to ensure compliance withthe provision of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations to the effectthat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013 read with applicable Schedule and Rules issued thereunder andRegulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2021and its corrigendum effective from 1st January 2022 and that their name is included inthe data bank as per Rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 (as amended).

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors duringthe year 2021-22 and opined that the integrity expertise and experience (includingproficiency) of the Independent Directors is satisfactory.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board based on the recommendation of the Nomination andRemuneration Committee has adopted a policy which inter alia provides the criteria forselection and appointment of Directors Senior Management evaluation of the performanceof the Directors / Key Managerial Personnel / Senior Management and the remunerationpayable to them. The salient features of the said policy have been outlined in theCorporate Governance Report. The Remuneration Policy is placed on the Company'swebsite at www.klrf.in and the abstract of which is furnished as "Annexure - C"and forms part of this report.

STATUTORY AUDITORS

M/s. Arun & Co (Firm Registration Number 014464S) CharteredAccountant Tirunelveli who was appointed as the Statutory Auditor of the Company for aperiod of five consecutive years from the conclusion of 55th Annual General Meeting heldon 15th September 2017 retires at the conclusion of the ensuing 60th Annual GeneralMeeting. Since the Company is required to rotate the Statutory Auditors on completion oftheir term as per the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Audit Committee and the Board ofDirectors at their respective meeting(s) held on 27th May 2022 has recommended theappointment of M/s. Marimuthu and Associates (Firm Registration Number 011207S) CharteredAccountants Tirunelveli as the Statutory Auditor of the company in the place of theretiring Statutory Auditor who shall hold office for a period of five consecutive yearsfrom the conclusion of this ensuing 60th Annual General Meeting till the conclusion of the65th Annual General Meeting ought to be held in the year 2027.

The Company has also obtained necessary consent under Section 139 andeligibility certificate under Section 141 from M/s. Marimuthu and Associates (FirmRegistration Number 011207S) Chartered Accountants Tirunelveli to the effect that hisappointment if made would be in conformity with the provisions of the Companies Act2013 and the appointee Statutory Auditor is holding a valid Peer Review Certificate issuedby the Institute of Chartered Accountants of India. Accordingly necessary ordinaryresolution has been included in the Agenda of the Notice convening the ensuing 60th AnnualGeneral Meeting of the Company. Your Directors recommend the appointment of new StatutoryAuditor.

Further your Directors wish to place on record their appreciation forthe professional services rendered by the retiring Statutory Auditor of the Company duringhis tenure.

M/s VKS Aiyer & Co (Firm Registration No.000066S) CharteredAccountants Coimbatore the Branch Auditors of the Engineering Division of the Companyretires at the conclusion of the ensuing 60th Annual General Meeting and being eligiblethe Audit Committee and the Board of Directors at their respective meeting(s) held on27th May 2022 has recommended to reappoint them as the Branch Auditors for theEngineering Division of the Company to hold such office from the conclusion of the ensuing60th Annual General Meeting till the conclusion of the next 61st Annual General Meeting inaccordance with the provisions of Section 139 of the Companies Act 2013. The Company hasalso obtained necessary consent under Section 139 and eligibility certificate underSection 141 from the appointee Branch Auditors to the effect that their re-appointment ifmade would be in conformity with the provisions of the Companies Act 2013 and theappointee Branch Auditors are holding a valid Peer Review Certificate issued by theInstitute of Chartered Accountants of India. Accordingly necessary ordinary resolutionhas been included in the Notice convening the ensuing 60th Annual General Meeting. Yourdirectors recommend the re-appointment of Branch Auditors.

COST AUDITOR AND MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records as prescribed by theCentral Government under Section 148 of the Companies Act 2013. Pursuant to the saidprovision the Company is required to appoint a Cost Auditor to audit the cost recordspertaining to the Engineering products of the Company. Accordingly based on therecommendation of the Audit Committee the Board of Directors at their meeting held on27th May 2022 has approved the re-appointment of M/s.P.Mohankumar & Co. CostAccountant (Firm Registration Number: 100490) Coimbatore as Cost Auditor to audit thecost records pertaining to the Engineering products of the Company for the financial year2022-23 and the remuneration payable to the Cost Auditor for the said period subject toratification by the members by means of passing an Ordinary Resolution.

As required under the provisions of Section 148 of the Companies Act2013 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 necessaryordinary resolution seeking members' ratification for the remuneration payable to M/sP. Mohankumar & Co.(Firm Registration Number: 100490) Cost Accountant is included inthe Notice convening the Sixtieth Annual General Meeting of the Company.

Further the Cost Audit Report for the financial year ended 31st March2022 will be submitted with the Central Government in the prescribed form and mannerwithin the due date stipulated under the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company had re-appointed Mr.M.D.Selvaraj (FCS: 960 / COP: 411 /Peer Review no.985/2020) Proprietor of M/s. MDS & Associates Company SecretariesCoimbatore to conduct the Secretarial Audit on the records of the Company. Accordinglythe Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended 31stMarch 2022 is annexed to this Report as "Annexure-A".

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications reservations or adverse remarks ordisclaimers made by the Statutory Auditor and the Secretarial Auditor in their respectivereport(s).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)OF THE COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by theStatutory Auditors during the course of their audit pursuant to Section 143(12) of TheCompanies Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

There were no loans / guarantees / securities provided or investmentsmade by the Company under the provisions of Section 186 of the Companies Act 2013 duringthe year under review and hence the disclosure relating to such transactions does notarise. In respect of the investments made in prior years the Company has complied withthe provisions of Section 186 of the Companies Act 2013 and the details of theinvestments made in the prior years are given in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial yearended 31st March 2022 with its related parties as defined under the Companies Act 2013and SEBI (Listing Obligations and Disclosures Requirements) Regulations and 2015 were inthe ordinary course of business and on an arm's length basis. During the year theCompany has not entered into any transaction referred to in Section 188 of the CompaniesAct with related parties which could be considered material under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Accordingly the disclosure of material related party transactions as required underSection 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of membersis drawn to the disclosures of transactions with related parties set out in Notes onAccounts forming part of the financial statements. Further the Company has formulated apolicy on related party transactions for identification and monitoring of suchtransactions. The policy on related party transactions as recommended by the AuditCommittee and approved by the Board is available on the company's websitewww.klrf.in

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There have been no material changes and commitments which affect thefinancial position of the Company having occurred since the end of the year and till thedate of Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISKMANAGEMENT POLICY FOR THE COMPANY

The Company has a structured risk management policy. The riskmanagement process is designed to safeguard the organisation from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business. The potential risks are inventories andintegrated with the management process such that they receive the necessary considerationduring decision making. Further the provisions of Regulation 21 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 relating to constitution of theRisk Management Committee are not applicable to the Company.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ONCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the amended provisions of Section 135 of the Companies Act2013 read with the Companies (Amendment) Act 2020 (effective from 22nd January 2021) theCorporate Social Responsibility Committee ("CSR Committee") was dissolved witheffect from 12th November 2021 and all the roles responsibilities and functions of theCorporate Social Responsibility Committee as provided under the provisions of Section 135of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 (as amended from time to time) are being discharged by the Board ofDirectors of the Company in terms of the said provisions of the Act and its Rules witheffect from the said date.

The requisite information has also been provided in the CorporateGovernance Report forming part of this Directors' Report. Further based on theapproval of the Board of Directors the Company has also adopted an amended new set ofCorporate Social Responsibility Policy which is available on the website of the Companyviz.www.klrf.in.

The Annual Report on CSR Activities as per Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure –D andforms part of this Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES ANDOF INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performanceand its Committees and of every Individual Directors including the Independent Directorsof the Company. The Board's own performance was evaluated based on the criteria likestructure governance dynamics and functioning and review of operations financialsinternal controls etc.

The performance of the Individual Directors including IndependentDirectors were evaluated based on the evaluation criteria laid down under the Nominationand Remuneration Policy and the Code of Conduct as laid down by the Board. Further theIndependent Directors at their separate meeting held during the year 2021-22 hasevaluated the performance of the Board as a whole its Chairman and Non-ExecutiveNon-Independent Directors and other items as stipulated under Schedule IV of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Committees of the Board were evaluated based on the terms ofreference specified by the Board to the said Committee frequency and effectiveness ofCommittee meetings quality of relationship of the Committee and the management etc. TheBoard of Directors were satisfied with the evaluation process which ensured that theperformance of the Board its Committees Individual Directors including IndependentDirectors adheres to their applicable criteria.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Sri. Suresh Jagannathan (DIN: 00011326)who was already the Chairman and Managing Director has stepped down as Managing Directorand accordingly he was re-designated as Executive Chairman of the Company with effectfrom 12th November 2021 by the Board of Directors at their meeting held on 12thNovember 2021 based on the recommendation of the Nomination and Remuneration Committee.

Based on the recommendation of the Nomination and RemunerationCommittee and the approval of the Audit Committee the Board of Directors and the membersof the Company Sri. Sharath Jagannathan (DIN: 07298941) who was already the Whole-timeDirector was redesignated as the Managing Director of the Company for the remainingperiod of his current tenure with effect from 12th November 2021.

Other than the above there was no change in the composition of theBoard of Directors and Key Managerial Personnel of the Company.

In terms of the provisions of Articles of Association of the Companyand the terms of appointment Mr.Sharath Jagannathan (DIN 07298941) Managing Director ofthe Company retire by rotation at the ensuing sixtieth annual general meeting and beingeligible he has offered himself for re-appointment. The Board recommends hisre-appointment.

Mr. J. Kanna is the Chief Financial Officer and Mr. S. Piramuthu is theCompany Secretary and Compliance Officer of the Company.

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act 2013 and Regulation 18 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas constituted an Audit Committee comprising of four members namely Mr. SudarsanVaradaraj Mr.K. Gnanasekaran Mrs.Kalyani Jagannathan and Mr.Ashwin Chandran all of thembeing Independent Directors. Mr. K. Gnanasekaran an Independent Director is the Chairmanof the Audit Committee.

The Board had accepted all the recommendations of the Audit Committeewhenever made by the said Committee during the year under review.

The details of composition of the Audit Committee including the termsof reference the number of meetings held during the year under review and the attendanceof Directors at such meetings are provided in the Corporate Governance Report which formspart of this Directors' Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

Company ensures that the manufacturing operations are conducted in themanner whereby optimum utilization and maximum possible savings of energy is achieved

(ii) The steps taken by the Company for utilizing alternate source ofenergy

The Company has installed 7.00 MW capacity wind energy for captiveconsumption and new 6.9MW(DC Capacity)/5MW (AC Capacity) Solar energy plant commissionedduring the financial year under review for captive consumption.

(iii) The capital investment on energy conservation equipment.

As the impact of measures taken for conservation and optimumutilization of energy are not quantitative its impact on cost cannot be statedaccurately.

B. TECHNOLOGYABSORPTION

i) Company's products are manufactured by using in-house knowhow and no outside technology is being used for manufacturing activities. Therefore notechnology absorption is required.

ii) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved inresearch and development directly.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review your Company has earned foreign exchangeof Rs 308.27 lakhs and NIL outflow.

SUBSIDIARY COMPANIES

The company does not have any subsidiaries associate companies orjoint ventures.

FIXED DEPOSITS

Your company has not accepted any deposits falling within the meaningof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. Hence there are no unclaimed or unpaid deposits as on 31st March 2022.

Further the details of the unsecured loans accepted by the Companyfrom its Directors has been disclosed under the relevant notes to the financialstatements.

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The requisite details relating to ratio of remuneration percentageincrease in remuneration etc. as stipulated under section 197(12) and Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas Annexure-B to this Report. In terms of provisions of section 197(12) and rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement showing the names of the top ten employees in terms of remuneration drawn formspart of this report. Pursuant to the second proviso to section 136(1) of the Act theAnnual Report excluding the said information is being sent to the members of the company.Any member interested in obtaining such information may send an email to cosec@klrf.inFurther there were no employees who are in receipt of remuneration in the aggregate atthe rate of not less than Rs 10200000/- if employed throughout the year or Rs850000/-per month if employed for part of the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and adopted a WhistleBlower Policy in accordance with provisions of the Companies Act 2013 and ListingRegulations to provide a formal mechanism to the employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The Whistle Blower Policy provides for adequate safeguards against victimizationof employees who avail of the mechanism and also provides for direct access to theChairman of the Audit Committee. During the year under review no concerns were receivedby the Company. The details of the said policy have been given in the Corporate GovernanceReport forming part of this Directors' Report and also it has been placed on theCompany's website viz. www.klrf.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has implemented and evaluated the Internal FinancialControls which provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Internal Audit Reports were reviewed by the Audit Committee. Further theAudit Committee annually reviews the effectiveness of the Company's internal controlsystem. The Directors and Management confirm that the Internal Financial Controls (IFC)are adequate and effective with respect to the operations of the Company. A report ofStatutory Auditor pursuant to Section143(3)(i) of the Companies Act 2013 certifying theadequacy of Internal Financial Controls is annexed with the Auditor's report.

LISTING

The equity shares of the Company continue to be listed on BSE Limitedand details of listing have been given in the Corporate Governance Report forming part ofthis Directors' Report

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

No significant and/or material orders were passed by any regulator orcourt or tribunal impacting the going concern status and the Company's operations infuture.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR

No applications have been made and no proceedings are pending againstthe Company under the Insolvency and Bankruptcy Code 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company hasnot undertaken any one-time settlement with the banks or financial institutions during theyear under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has put in place an Anti-Sexual Harassment Policy in linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. An Internal complaints Committee (ICC) has beensetup to redress the complaints received regarding sexual harassment of women atworkplace. All employees (permanent contractual temporary and trainees) are coveredunder this policy. The Company has not received any complaint under the said Act duringthe year 2021-22 and there are no unresolved complaints as on 31st March 2022.

ACKNOWLEDGEMENTS

Your directors acknowledge with gratitude the co-operation andassistance from its bankers. Your Directors would like to thank all Shareholders BankersCustomers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicestblessings and Continue to grant us prosperity in the years to come.

By Order of the Board Sharath Jagannathan Suresh Jagannathan
Place : Coimbatore Managing Director Executive Chairman
Date : 27th May 2022 DIN : 07298941 DIN : 00011326

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