Your Directors have pleasure in presenting the 44th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2020.
|1. FINANCIAL RESULTS : || ||Rs.In Lakhs |
| ||2020 ||2019 |
|Turnover ||10525.62 ||10465.76 |
|Profit Before Interest Depreciation Tax& Exceptional Items ||1353.36 ||1246.57 |
|Less : Interest ||571.80 ||592.21 |
|Less : Depreciation ||298.36 ||303.92 |
|Profit Before Tax ||483.20 ||350.44 |
|Less : Provision for Taxation including Deferred Tax ||(14.46) ||(6.22) |
|Profit AfterTax ||497.66 ||356.66 |
|Less : Other Comprehensive Income ||(10.77) ||(4.31) |
|Net Profit for the current year ||486.89 ||352.35 |
|Add : Amount brought forward from last year ||85.64 ||(266.71) |
|Profit available for Appropriation ||572.53 ||85.64 |
|Transfer to General Reserve ||--- ||--- |
|Balance Carried Forward to Balance Sheet ||572.53 ||85.64 |
|Interim Dividend for year 2020 / Dividend for year 2019 ||25.50 ||25.50 |
|Tax on Interim Dividend for year 2020 / Tax on Dividend for year 2019 ||5.24 ||5.24 |
2. OPERATIONS AND FUTURE PROSPECTS:
Stakeholders will find the financials presented above are satisfying given the factsmentioned in the last year report. We did talk about international slow down flood furyclouds of recession. Everyone was wondering how 2019-20 working would affect with allthese hurdles.
No one dreamed of the impending catastrophe of the Coronavirus pandemic unleashedglobally. Due to the lockdowns imposed the operations of every company were disruptedsince the last ten days of FY 2019-20 until May 2020 by which the sales and productionwere partly resumed. Thereafter by a series of regional lockdowns which were stop and goin the nature are big hurdle in going to normalcy.
The World Bank has forecasted in August 2020 fall in India's GDP by 3.2% forfinancial year 202021. It is estimated the GDP contracted by 23.9% in the first quarter ofFinancial Year 2020-21 as per estimate provided by Union Ministry of Statistics andProgramme Implementation. Consumer confidence has slipped and job losses increased inAugust 2020. The supply chain position is very much affected causing all sorts of issues.It is very difficult to predict what would be the end result for the new FY 2020-21.
Management believes that the Covid-19 effect will not have significant impact on theCompany and its going concern in the long run. In order to mitigate the risk Company isfocusing on controlling and reducing costs pushing new products and re-aligning itsproduct portfolio to suit the market. Company is closely monitoring Covid-19 relateddevelopments its operations liquidity and capital resources to mitigate the overallimpact of this unprecedented situation. Management assures it is ready to do their best asdemand constraints give away.
During the year Company has changed its name from "Kulkarni Power ToolsLtd." to "KPT Industries Ltd." w.e.f. 18th September 2019 in order toreflect different segments.
3. DIRECTORS & KEY MANAGERIAL PERSONNEL :
The Board comprises of 7 Directors out of which three are Independent Directors twoExecutive Directors one Non-Independent Director and one Woman Director.
Pursuant to provisions of Section 203 of the Companies Act 2013 Mr.Prakash KulkarniExecutive Chairman Mr.Dilip B. Kulkarni Managing Director and Ms.Aishwarya S.Toraskarare the Key Managerial Persons of the Company.
Mr. Prakash Kulkarni was appointed as an Executive Chairman and Mr.Dilip Kulkarni wasappointed as Managing Director of the Company during the year under review.
The Directors deeply regret to report that Mr.M.L.Apte the founder-Director of theCompany expired on 23-09-2019 in Mumbai. Mr.Apte's knowledge of business expertise was ofgreat help to KPT since its formation.
Declarations of Independence from Independent Directors
Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Directors Retiring by Rotation
Mrs.Prabha Kulkarni Director (DIN : DIN : 0053598) retires by rotation as per theprovisions of Companies Act 2013 and is eligible to be reappointed as a Director of theCompany in the forthcoming Annual General Meeting. The Board recommends his appointment.
Mr. Dilip Kulkarni Director (DIN : 00184727) retires by rotation as per theprovisions of Companies Act 2013 and is eligible to be reappointed as a Director of theCompany in the forthcoming Annual General Meeting. The Board recommends his appointment.
4. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanation provided to them your Directors pursuant to Section 134(5) of the CompaniesAct 2013 state that -
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors were devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively;
f) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
5. NUMBER OF MEETINGS OF THE BOARD :
The Board of Directors duly met 5(five) times on 28-05-2019 10-08-2019 14-11-201912-02-2020 & 06-03-2020 in respect of which proper notices were given and theproceedings were properly recorded and signed.
The Audit Committee of the Board of Directors also met 4(Four) times on 28-05-201910-08-2019 14-11-2019 & 12-02-2020 in respect of which proper notices were given andthe proceedings were properly recorded and signed.
The Nomination & Remuneration Committee of the Board of Directors met 1(one) timeon 10-08-2019 in respect of which proper notice was given and the proceedings wereproperly recorded and signed.
The CSR Committee of the Board of Directors met 1(one) time on 10-08-2019 in respect ofwhich proper notice was given and the proceedings were properly recorded and signed. Thisis voluntary committee formed by the Company. Provisions of Section 135 of the CompaniesAct 2013 are not applicable to the Company.
The details of the Board Meetings and the Directors who attended the meetings are givenbelow :
|Sl. No. ||Date of Meetings ||Attended by |
|1 ||28-05-2019 ||Mr.P.A.Kulkarni Mr.S.S.Shirgaokar Mr.D.C.Shroff Mr.S.C.Kirloskar Mrs.P.P.Kulkarni Dr.K.V.Pai & Mr.D.B.Kulkarni |
|2 ||10-08-2019 ||Mr.P.A.Kulkarni Mr.S.S.Shirgaokar Mr.S.C.Kirloskar Mrs.P.P.Kulkarni Dr.K.V.Pai & Mr.D.B.Kulkarni |
|3 ||14-11-2019 ||Mr.P.A.Kulkarni Mr.S.S.Shirgaokar Mr.D.C.Shroff Mr.S.C.Kirloskar Mrs.P.P.Kulkarni & Mr.D.B.Kulkarni |
|4 ||12-02-2020 ||Mr.P.A.Kulkarni Mr.S.S.Shirgaokar Mr.D.C.Shroff Mr.S.C.Kirloskar Mrs.P.P.Kulkarni Dr.K.V.Pai & Mr.D.B.Kulkarni |
|5 ||06-03-2020 ||Mr.P.A.Kulkarni Mr.S.S.Shirgaokar Mrs.P.P.Kulkarni & Mr.D.B.Kulkarni |
The details of the Audit Committee Meetings and the Directors who attended the meetingsare given below:
|Sl. No. ||Date of Meetings ||Attended by |
|1 ||28-05-2019 ||Mr.S.S.Shirgaokar Mr.S.C.Kirloskar& Mr.D.B.Kulkarni |
|2 ||10-08-2019 ||Mr.S.S.Shirgaokar Mr.S.C.Kirloskar& Mr.D.B.Kulkarni |
|3 ||14-11-2019 ||Mr.S.S.Shirgaokar Mr.S.C.Kirloskar& Mr.D.B.Kulkarni |
|4 ||12-02-2020 ||Mr.S.S.Shirgaokar Mr.S.C.Kirloskar& Mr.D.B.Kulkarni |
The details of the Nomination & Remuneration Committee Meetings and the Directorswho attended the meetings are given below:
|Sl. No. ||Date of Meetings ||Attended by |
|1 ||10-08-2019 ||Mr.S.S.Shirgaokar Mrs.P.P.Kulkarni & Mr.D.B.Kulkarni |
The details of the CSR Committee Meetings and the Directors who attended the meetingsare given below:
|Sl. No. ||Date of Meetings ||Attended by |
|1 ||10-08-2019 ||Mr.S.S.Shirgaokar Mr.P.A.Kulkarni & Mr.D.B.Kulkarni |
6. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUALDIRECTORS :
During the year under review the Board has initiated formal evaluation process for itsown performance and of its own committees and individual directors pursuant to Section134 (3) (p) of the Companies Act2013 and Rule 8 (4) of the Companies (Accounts) Rules2014.
7. NOMINATION AND REMUNERATION COMMITTEE :
The Company has framed Nomination and Remuneration Committee to decide appointment andremuneration of Directors Independent Directors and Key Management Personnel.
Salient features of the Nomination and Remuneration Policy are as follows:
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required.
b) Remuneration is linked to performance.
c) Ensuring that remuneration to directors Key Managerial Personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.
d) The criteria for determining qualifications positive attributes and independence ofa Director.
The Nomination and Remuneration Policy of the Company is available on www.kpt.co.inpursuant to provisions of Section 178(4) of the Companies Act 2013.
8. AUDIT COMMITTEE :
The Audit Committee of the Board pursuant to Section 177(2) of the Companies Act 2013and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 consists of 3(Three) Directors. Out of which 2 (Two) Directors are Independent Directors andconstitutes majority.
9. STATUTORY AUDIT REPORT :
With respect to Statutory Auditors' observations regarding Internal Financial Controlsplease note that the Company has robust internal control system in place.
10. SECRETARIAL AUDIT REPORT :
With respect to Secretarial Audit Report attached herewith as ANNEXURE-I to thisreport.
Secretarial Auditor's Qualification :
Secretarial Auditor observed that trading window was not closed as per the ListingObligations and Disclosure Regulations for the three quarters.
Management Reply :
Trading window closure notice was delayed by few days. The Company intimates the sameto the Stock exchange also. Key managerial persons and associates to whom the said noticewas required to be issued do not normally trade in securities of the Company.
An interim dividend of 15% i.e. @ Rs.0.75 per Equity of Rs.5/-each has been paid toShareholders on 6th March 2020 in respect of the year 2019-20.
In view of the unprecedented situation created by Corona pandemic the Directorsrecommended that the interim dividend paid by the Company in March 2020 should betreated as final dividend for the year 2019-20.
12. CHANGE IN NATURE OF BUSINESS:
During the year under review there were no changes in nature of business of theCompany.
13. TRANSFER TO RESERVES :
During the year under review the Company has not transferred any amount to itsreserves.
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 POSITION OF THE COMPANY :
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.co.in pursuant to provisionsof 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 year were on anarm's length basis and were in ordinary course of business. There were no materiallysignificant related party
transactions with the Company's Promoters Directors Management or their relativeswhich could have had a potential conflict with the interests of the Company. Transactionswith related parties entered by the Company in the normal course of business areperiodically placed before the Audit Committee for its omnibus approval and theparticulars of contracts entered during the year as per Form AOC-2 is enclosed asANNEXURE-II to this Report.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A) CONSERVATION OF ENERGY
This industry does not fall under Schedule prescribed under Rule(2). Efforts are madeto keep the consumption of Power and Fuel to a minimum level. Kulkarni Power Tools 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 manufacturing areas
Improving the electrical characteristics of the motors.
II) Benefits derived as a result of above R&D:
Improved performance/longer service life of product
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 the respectiveheads Capital expenditure on acquisition of assets for R&D if any is depreciated asPlant & Machinery.
TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION
The Company has not imported any technology during the last thirteen years. There is acontinuous flow of information between the Company and the key suppliers from abroad. TheCompany's key managers also visit various markets and are exposed to latest products andtechnologies. Interaction with suppliers of key components on a regular basis keeps theCompany abreast with the latest development in product technology manufacturing processand methods quality assurance marketing and management systems. We have over the yearsbuilt requisite infrastructure and technically competent manpower to translate and adoptthe latest technical know-how into improved products for our customers.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|Earnings : ||' 746.06 Lacs |
|Outgo : || |
|a) Material ||' 3777.64 lacs |
|b) Others ||' 06.92 lacs |
|Total ||' 3784.56 lacs |
21. THREATS &CONCERNS :
The leading brands always come up with new products. We keep on studying this andsuitable actions are taken.
22. SAFETY HEALTH & ENVIRONMENT :
Your Company continues to pursue its environmental friendly approach towards Industrialgrowth. Constant improvements are being made in the process.
Your company has taken all precautions post the opening of the Factory after thelockdown was partially relaxed from May 2020. The measures mandated by the CentralGovernment like periodic sanitisation of all places at factory screening of employees atthe time of entering premises social distancing while seating etc. are also taken upwhile reopening of the Factory in May 2020.
If an employee is suspected of any symptoms he is asked to visit the company doctorand only after due confirmation he is readmitted. KPT is helping all to get possiblemedical assistance.
23. TECHNICAL INNOVATION :
No significant products development other than improving old ones was made during theyear.
24. CORPORATE GOVERNANACE CERTIFICATE :
Since the Paid-up Capital of the Company does not exceed rupees ten crores and the networth does not exceed rupees twenty five crores under the provision of Regulation 15 (2)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 thiscertification requirement is not applicable.
The Company has established a Vigil Mechanism for Directors and employees to reporttheir genuine concerns and to provide adequate safeguards against victimisation of personswho use such mechanism.
26. RISK MANAGEMENT POLICY:
The Board of Directors of Company is continuously monitoring various risk attached tobusiness. On regular basis Board and senior managers identify the risk elements. Boardand senior managers on the basis of past experience ensure management of risk and takenecessary steps to mitigate the risks.
In the opinion of the Board there are no risk elements which may threaten the existenceof the Company except general market risks risk due to effect of changes in governmentpolicies competition risks and risk due to natural calamities.
27. SUBSIDIARY COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES:
Company does not have any Subsidiary or Associate Companies. However Company had aJoint Venture with M/s.KP Developers till December 2019.
28. IMPACT OF ANY REGULATION OR COURT ORDERS
There are no material orders passed by the Regulation or Courts impacting on theCompany's business.
29. STATEMENT OF COMPLIANCE OF PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. No such cases were reported during the Financial Year2019-2020.
30. EMPLOYEES' REMUNERATION :
Details of the remuneration as required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 size scale andcomplexity of its operations. The scope of the Internal Audit is decided by the AuditCommittee and the Board. To maintain its objectivity and independence the Board hasappointed an Auditor which reports to the Audit Committee of the Board on a periodicbasis.
The Internal Auditor monitors and evaluates the efficacy and adequacy of Internalcontrol Systems in the Company its compliance with operating systems accountingprocedures and policies for various functions of the Company. Based on the report ofInternal Auditor management undertakes corrective action wherever required and therebystrengthens the control further.
The Company has policies and procedures in place for ensuring proper and efficientconduct of its business safeguarding of assets prevention and detection of frauds anderrors accuracy and completeness of accounting records and timely preparation of reliablefinancial information.
32. MAINTENANCE OF COST RECORDS:
Maintenance of cost records is required by the Company under section 148(1) of theCompanies Act 2013 and accordingly such accounts and records are made and maintained.
The Board of Directors would like to thank their customers vendors dealers andbusiness associates for their continued support during the year.
The Board of Directors sincerely appreciates and thanks its esteemed Shareholders fortheir continued support and confidence reposed in the Company.
Your Directors also wish to place on record their appreciation of the contribution madeby 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 : 14th September 2020 ||DIN : 00052342 ||DIN:00184727 |