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KPT Industries Ltd.

BSE: 505299 Sector: Engineering
NSE: N.A. ISIN Code: INE731D01024
BSE 00:00 | 02 Dec 227.55 5.85
(2.64%)
OPEN

221.70

HIGH

241.00

LOW

216.00

NSE 05:30 | 01 Jan KPT Industries Ltd
OPEN 221.70
PREVIOUS CLOSE 221.70
VOLUME 1214
52-Week high 242.00
52-Week low 111.00
P/E 9.34
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 221.70
CLOSE 221.70
VOLUME 1214
52-Week high 242.00
52-Week low 111.00
P/E 9.34
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KPT Industries Ltd. (KPTINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 46th AnnualReport together with the Audited Accounts of the Company for the year ended 31stMarch 2022.

1. FINANCIAL RESULTS: (Amount Rs In Lakhs)
2022 2021
Turnover 11560.19 10091.80
Profit Before Interest Depreciation Tax & Exceptional Items 1386.36 1017.40
Less : Interest 376.65 469.25
Less : Depreciation 288.08 300.40
Profit Before Tax & Exceptional Items 721.63 247.75
Exceptional Items:
Voluntary Retirement Scheme (374.90) --
Profit on sale of Fixed Assets 258.14 --
Profit Before Tax 604.87 247.75
Less : Provision for Taxation including Deferred Tax 103.84 32.77
Profit After Tax 501.03 214.98
Less : Other Comprehensive Income (16.96) 2.45
Net Profit for the current year 484.07 217.43
Add : Amount brought forward from last year 715.19 497.76
Profit available for Appropriation 1199.26 715.19
Transfer to General Reserve - -
Dividend on Equity Shares paid for the year 20-21 17.00 -
Balance Carried Forward to Balance Sheet 1182.26 715.19
Proposed Dividend 34.00 17.00

2. OPERATIONS AND FUTURE PROSPECTS :

As promised in the last year report despite the gloomy scenario yourCompany managed the business in appropriate manner. Not only we crossed the top line wehave been able to show improved bottom line.

Your Company is confident that despite all adversities FY 2022-23shall be on a positive note.

3. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 7 Directors out of which three are independentDirectors two Executive Directors one Non-independent Director and one Woman Director.

Sr. No. Name Designation
1 Mr. Prakash Kulkarni Executive Chairman
2 Mr. Darius Shroff independent Director
3 Mr. Shishir Shirgaokar independent Director
4 Mr. Sanjay Kirloskar independent Director
5 Mr. Dilip Kulkarni Managing Director & CFO
6 Mrs. Prabha Kulkarni Women Director
7 Dr. Ketan Pai Director

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr.Prakash Kulkarni Executive Chairman Mr. Dilip Kulkarni Managing Director andMs.Aishwarya Toraskar Company Secretary are the Key Managerial Persons of the Company.Based on the recommendation of Nomination & Remuneration Committee & BoardApproval dated 30-06-2021 followed by reappointment by Members in the 45thAnnual General Meeting held on 27th September 2021 Mr. Prakash Kulkarni wasreappointed as Executive Chairman for a period of 5 years and on the recommendation ofNomination & Remuneration Committee & Board Approval dated 08-02-2022 followed byMembers approval through Postal Ballot dated 25-03-2022 Mr. Dilip Kulkarni was reappointedas Managing Director for a period of 5 years during the year under review.

Declarations of Independence from Independent Directors

Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he / she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBi (Listing Obligation and Disclosure Requirements) Regulations 2015.

Directors Retiring by Rotation

Mr.Dilip Kulkarni Managing Director (DiN: 00184727) retires byrotation as per the provisions of Companies Act 2013 and is eligible to be reappointedas a Director of the Company in the forthcoming Annual General Meeting. The Boardrecommends his appointment.

Mrs.Prabha Kulkarni Director (DiN: 00053598) retires by rotation asper the provisions of Companies Act 2013 and is eligible to be reappointed as a Directorof the Company in the forthcoming Annual General Meeting. The Board recommends herappointment.

4. DIRECTORS? RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to theinformation and explanation provided to them your Directors pursuant to Section 134(5)of the Companies Act 2013 state that -

a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

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 that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors were devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively;

f) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively.

5. NUMBER OF MEETINGS OF THE BOARD AND IT?S DETAILS:

The Board of Directors duly met 4 (Four) times in respect of whichproper notices were given and the proceedings were properly recorded and signed.

The details of the Board Meetings and the Directors who attended themeetings are given below;

Sl. Date of Meetings No. Attended by
1 30-06-2021 Mr.Prakash Kulkarni Mr.Shishir Shirgaokar Mr.Darius Shroff Mr.Sanjay Kirloskar Mrs.Prabha Kulkarni Dr.Ketan Pai & Mr.Dilip Kulkarni
2 14-08-2021 Mr.Prakash Kulkarni Mr.Shishir Shirgaokar Mr.Darius Shroff Mr.Sanjay Kirloskar Mrs.Prabha Kulkarni Dr.Ketan Pai & Mr.Dilip Kulkarni
3 13-11-2021 Mr.Prakash Kulkarni Mr.Shishir Shirgaokar Mr.Darius Shroff Mr.Sanjay Kirloskar Mrs.Prabha Kulkarni Dr.Ketan Pai & Mr.Dilip Kulkarni
4 08-02-2022 Mr.Prakash Kulkarni Mr.Shishir Shirgaokar Mr.Darius Shroff Mr.Sanjay Kirloskar Mrs.Prabha Kulkarni Dr.Ketan Pai & Mr.Dilip Kulkarni

6. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

During the year under review the Board has initiated formal evaluationprocess for its own performance and of its own committees and individual directorspursuant to Section 134 (3) (p) of the Companies Act 2013 and Rule 8 (4) of the Companies(Accounts) Rules 2014.

7. NOMINATION AND REMUNERATION COMMITTEE:

The Company has framed Nomination and Remuneration Committee to decideappointment and remuneration of Directors Independent Directors and Key ManagementPersonnel.

Salient features of the Nomination and Remuneration Policy are asfollows:

a) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required.

b) Remuneration is linked to performance.

c) Ensuring that remuneration to directors Key Managerial Personneland senior management involves a balance between fixed and incentive pay reflecting shortand long-term performance objectives appropriate to the working of the Company and itsgoals.

d) The criteria for determining qualifications positive attributes andindependence of a Director.

The Nomination and Remuneration Policy of the Company is available onwww.kpt.co.in pursuant to provisions of Section 178(4) of the Companies Act 2013.

The Nomination and Remuneration Committee of the Board of Directors met2 (Two) times in respect of which proper notices were given and the proceedings wereproperly recorded and signed.

The details of the Nomination and Remuneration Committee Meetings andthe Directors who attended the meetings are given below;

Sl. No. Date of Meetings Attended by
1 30-06-2021 Mr.Shishir Shirgaokar Mr.Darius Shroff & Mrs.Prabha Kulkarni
2 08-02-2022 Mr.Shishir Shirgaokar Mr.Darius Shroff & Mrs.Prabha Kulkarni

8. AUDIT COMMITTEE:

The Audit Committee of the Board pursuant to Section 177(2) of theCompanies Act 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules2014 consists of 3 (Three) Directors. Out of which 2 (Two) Directors are IndependentDirectors and constitutes majority.

The Audit Committee of the Board of Directors met 4 (Four) times inrespect of which proper notices were given and the proceedings were properly recorded andsigned.

The details of the Audit Committee Meetings and the Directors whoattended the meetings are given below;

Sl. No. Date of Meetings Attended by
1 30-06-2021 Mr.Shishir Shirgaokar Mr.Sanjay Kirloskar & Mr.Dilip Kulkarni
2 14-08-2021 Mr.Shishir Shirgaokar Mr.Sanjay Kirloskar & Mr.Dilip Kulkarni
3 13-11-2021 Mr.Shishir Shirgaokar Mr.Sanjay Kirloskar & Mr.Dilip Kulkarni
4 08-02-2022 Mr.Shishir Shirgaokar Mr.Sanjay Kirloskar & Mr.Dilip Kulkarni

9. STATUTORY AUDIT REPORT:

With respect to Statutory Auditor?s Report for the year 2021-22there are no qualifications adverse remarks or disclaimers made by the Statutory Auditoron the financial statements of the Company. The Company continues to have a robustinternal control system in place.

10. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report issued by our Secretarial Auditor M/s. VSreedharan & Associates have not reported any qualifications adverse remarks ordisclaimers in their report for the financial year ended on 31st March 2022.The report in Form MR-3 is attached herewith as ANNEXURE-I to this report.

11. DIVIDEND:

As a gesture to acknowledge the strength of the Company your Directorsare pleased to recommend a payment of dividend at the rate of 20% i.e. Re.1/- per equityshare having face value of Rs. 5/- each for the year ended on 31st March2022.

12. CHANGE IN NATURE OF BUSINESS:

During the year under review there were no changes in nature ofbusiness of the Company.

13. TRANSFER TO RESERVES:

During the year under review the Company has not transferred anyamount to its reserves.

14. CHANGES IN CAPITAL OF THE COMPANY:

There are no changes in the capital of the Company.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY: Not Applicable.

16. DEPOSITS:

The Company has not accepted deposits during the financial year.

17. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company is available on www.kpt.oo.in pursuantto provisions of Sections 92(3) and 134(3) of the Companies Act 2013.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company has not advanced any loans/given guarantees / provided securities or made any investments.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial yearwere on an arm?s length basis and were in ordinary course of business. There were nomaterially significant related party transactions with the Company?s PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as ANNEXURE-II to this Report.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY

This industry does not fall under Schedule prescribed under Rule(2).Efforts are made to keep the consumption of Power and Fuel to a minimum level. KPTIndustries Ltd. also generates clean power by use of wind power.

B) TECHNOLOGY ABSORPTION

I) Specific areas in which R&D carried out:

• Enhancing life of electric motors

• Reducing maintenance cost of products

• Development of new products / designs / procedures / methods /materials / machines / tools in existing products / processes in related manufacturingareas

• Improving the electrical characteristics of the motors.

II) Benefits derived as a result of above R&D:

• Improved performance/longer service life of product

• Complete safety

• Cost reduction

• Enhancement of quality and service to the customers.

III) Future plan of action:

Company plans to continue development activities on the above lines

IV) Expenditure on R&D:

Expenditure of revenue nature incurred on R&D is charged under therespective heads Capital expenditure on acquisition of assets for R&D if any isdepreciated as Plant & Machinery.

TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION

The Company has not imported any technology during the last fifteenyears. There is a continuous flow of information between the Company and the key suppliersfrom abroad. The Company?s key managers also visit various markets and are exposed tolatest products and technologies. interaction with Suppliers of key components on aregular basis keeps the Company abreast with the latest development in producttechnology manufacturing process and methods quality assurance marketing and managementsystems. We have over the years built requisite infrastructure and technically competentmanpower to translate and adopt the latest technical know-how into improved products forour customers.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings : Rs 48.07 lakhs
Outgo : a) Material Rs 5086.40 lakhs
b) Others Rs 0.98 lakhs
Total Rs 5087.38 lakhs

21. THREATS & CONCERNS:

The leading brands always come up with new products. We keep onstudying this and commensurate actions are taken.

22. SAFETY HEALTH & ENVIRONMENT:

The Company continues to pursue its environmental friendly approachtowards industrial growth. Constant improvements are being made in the process. TheCompany also has a sustainable policy by which we are committed to achieving excellence inoverall performance. Efforts are made to keep the consumption of Power and Fuel to aminimum level. We also generate clean power by use of wind power.

As regards Covid-19 the measures mandated by the Central Governmentlike periodic sanitization of all places at factory screening of employees at the time ofentering premises social distancing while seating etc. are also taken up. if an employeeis suspected of any symptoms he is asked to visit the Company doctor and only after dueconfirmation he is readmitted. KPT is helping all to get possible medical assistance.

To prevent from Covid-19 pandemic arrangements for washing handstemperature/oxygen level checking sanitization operated by footrest sanitizer stands(with footrest) are done at the entrance gate. inside the factory premises at variousplaces and at canteen the sanitizer stands (with footrest) and hand wash facilities aremade available. Vaccination to all employees of the Company has been also done by theCompany.

23. TECHNICAL INNOVATION:

No significant products development other than improving old ones wasmade during the year.

24. CORPORATE GOVERNANACE CERTIFICATE:

Since the Company does not exceed the statutory limits as prescribedunder Regulation 15 (2) (a) read with proviso?s thereunder of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Corporate Governancecertificate is not applicable.

25. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors andemployees to report their genuine concerns and to provide adequate safeguards againstvictimization of persons who use such mechanism. Company has maintained VigilMechanism/Whistle Blower Policy and the same is also placed on our website www.kpt.co.in.

26. RISK MANAGEMENT POLICY:

The Board of Directors of Company is continuously monitoring variousrisk attached to business. On regular basis Board and senior managers identify the riskelements. Board and senior managers on the basis of past experience ensure management ofrisk and take necessary steps to mitigate the risks.

In the opinion of the Board there are no risk elements which maythreaten the existence of the Company except general market risks risk due to effect ofchanges in government policies competition risks and risk due to natural calamities.

27. SUBSIDIARY COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES:

Company does not have any Joint Venture Subsidiary or AssociateCompanies.

28. IMPACT OF ANY REGULATION OR COURT ORDERS

There are no material orders passed by the Regulation or Courtsimpacting on the Company?s business.

29. STATEMENT OF COMPLIANCE OF PROVISIONS OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No such cases were reported during theFinancial Year 2021-22.

30. EMPLOYEES? REMUNERATION:

Details of the remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as ANNEXURE-III to this Report.

31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope of the Internal Audit is decided by theAudit Committee and the Board. To maintain its objectivity and independence the Board hasappointed an Internal Auditor which reports to the Audit Committee of the Board on aperiodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacyof Internal control Systems in the Company its compliance with operating systemsaccounting procedures and policies for various functions of the Company. Based on thereport of Internal Auditor management undertakes corrective action wherever required andthereby strengthens the control further.

The Company has policies and procedures in place for ensuring properand efficient conduct of its business safeguarding of assets prevention and detection offrauds and errors accuracy and completeness of accounting records and timely preparationof reliable financial information.

32. MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required by the Company under section148(1) of the Companies Act 2013 and accordingly such accounts and records are made andmaintained.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 detailed Management discussion & AnalysisReport is attached as ANNEXURE-IV to this Report.

34. CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 (1) of the Companies Act 2013your Company is not required to comply with the provisions of the Corporate SocialResponsibility for the FY 2021-22.

35. The details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their statusas at the end of the financial year:

Not Applicable.

36. The details of difference between amounts of the valuation done atthe time of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof: Not Applicable.

37. FRAUD REPORTING {Section 134(3) of the Companies Act 2013}:

There was no fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

38. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the applicable Secretarial Standardsduring the FY 2021-22.

39. INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred the unclaimed dividends declared upto thefinancial year 2014 to the Investor Education and Protection Fund of the CentralGovernment.

40. ACKNOWLEDGEMENT:

The Board of Directors would like to thank their customers vendorsdealers and business associates for their continued support during the year.

The Board of Directors sincerely appreciates and thanks its esteemedShareholders for their continued support and confidence reposed in the Company.

Your Directors also wish to place on record their appreciation of thecontribution made by employees at all levels during the year.

For & On behalf of the Board of Directors
Prakash Kulkarni Dilip Kulkarni
Place: Shirol Executive Chairman Managing Director
Date : 27th May 2022 DIN : 00052342 DIN:00184727

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