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KSE Ltd.

BSE: 519421 Sector: Agri and agri inputs
NSE: KSE ISIN Code: INE953E01014
BSE 00:00 | 12 Aug 1907.25 -4.55
(-0.24%)
OPEN

1945.00

HIGH

1945.00

LOW

1901.00

NSE 05:30 | 01 Jan KSE Ltd
OPEN 1945.00
PREVIOUS CLOSE 1911.80
VOLUME 305
52-Week high 2499.95
52-Week low 1850.00
P/E 72.96
Mkt Cap.(Rs cr) 610
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1945.00
CLOSE 1911.80
VOLUME 305
52-Week high 2499.95
52-Week low 1850.00
P/E 72.96
Mkt Cap.(Rs cr) 610
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KSE Ltd. (KSE) - Director Report

Company director report

Your Directors are pleased to present the 57th Annual Report and the audited accountsfor the financial year ended 31st March 2021.

Financial Highlights

Year ended 31.03.2021 Year ended 31.03.2020
Rs. in lakhs Rs. in lakhs
Revenue from Operations 154326.47 142851.82
Earnings Before Taxes Finance Costs Depreciation and Amortization 14691.21 3041.48
Less : Finance Costs 148.39 152.71
Less : Depreciation and Amortisation expense 242.16 280.70
Profit Before Exceptional Item and Tax 14300.66 2608.07
Exceptional Item (668.14)

-

Profit Before Tax 14968.80 2608.07
Less : Tax Expense 3675.77 718.17
Profit After Tax 11293.03 1889.90
Other Comprehensive Income (net of tax) (67.82) (84.97)
Total Comprehensive Income 11225.21 1804.93
Opening balance in Retained Earnings 3985.02 3758.76
AMOUNT AVAILABLE FOR APPROPRIATION 15210.23 5563.69
Dividend distributed during the year - Final and Interim 1120.00 480.00
Dividend Distribution Tax on above

-

98.67
Transfer to General Reserve 5500.00 1000.00
Closing Balance in Retained Earnings 8590.23 3985.02

Dividend

Your Directors recommend a final dividend of 850 % (' 85.00 per share of Rs.10 each)for the year ended 31st March 2021 and including the interim dividend of 150 % (' 15.00per share of Rs.10 each) already distributed for the said year the total dividend for theyear will be 1000 % (' 100.00 per share of Rs.10 each) that will be paid out of theprofits of the Company for the year ended 31st March 2021 absorbing a total amount ofRs.32 crores. The dividend income will be taxable in the hands of shareholders andincome-tax at source will be deducted by the Company from the dividend being paid to theshareholders at the prescribed rates.

The final dividend of Rs.85 per equity share of Rs.10 each as recommended by the Boardof Directors of the Company at their meeting held on 30th June 2021 if approved at theensuing annual general meeting will be paid to those shareholders whose names appear inthe Company's register of members as on 29th September 2021. In respect of equity sharesheld in dematerialised form the dividend will be paid to those beneficial owners of theequity shares as at the end of business hours on 22nd September 2021 as per the detailsfurnished by the depositories for this purpose."

The dividend payout for the year 2020-2021 has been decided in accordance with theCompany's policy to pay sustainable dividend linked to long term growth objectives of theCompany to be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of the Companies Act 2013 the Company has transferredthe unpaid or unclaimed dividend up to and including for the financial year 2012-2013 ondue date to the Investor Education and Protection Fund administered by the CentralGovernment.

As per the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 the Company has uploaded the details of the UnclaimedDividends as on 31st March 2020 relating to the financial years from 2012-2013 on thewebsite of the IEPF (www.iepf.gov.in) and on the website of the Company at www.ksdimited.com.

The dates of declaration of Dividend since 2013-2014 and the corresponding dates whenunclaimed dividends are due to be transferred to the Central Government are given in thefollowing table:

Financial Year Date of Declaration of Dividend Last date for claiming unpaid dividend Unclaimed amount as on 31st March 2021 Due date for Transfer to Investor Education and Protection Fund
2013-14 (Final) 25 September 2014 24 September 2021 1019680.00 01 November 2021
2014-15 (Interim) 12 February 2015 11 February 2022 535600.00 19 March 2022
2014-15 (Interim) 25 March 2015 24 March 2022 991240.00 02 May 2022
2014-15 (Final) 19 September 2015 18 September 2022 946520.00 26 October 2022
2015-16 (Final) 31 August 2016 30 August 2023 1262700.00 08 October 2023
2016-17 (Final) 31 August 2017 30 August 2024 1430250.00 08 October 2024
2017-18 (Final) 31 August 2018 30 August 2025 1590660.00 08 October 2025
2018-19 (Final) 31 August 2019 30 August 2026 384840.00 08 October 2026
2020-21 (Interim) 15 September 2020 14 September 2027 604613.60 23 October 2027
2019-20 (Final) 15 December 2020 14 December 2027 781122.00 23 January 2028

Transfer to Reserves

The Company proposes to transfer Rs.5500 lakhs to the General Reserve out of theamount available for appropriations and an amount of Rs.8590.23 lakhs is proposed to beretained as Surplus.

Operating Results and Business Operations

During the year ended 31st March 2021 the Revenue from Operations improved by 8.03 %to Rs.1543 crores from Rs.1428 crores Rs.115 crores in absolute terms. The increase inrevenue is due to increased volume of sales of feed coupled with increase in the volumeand value of coconut oil even though the selling price of feed was less compared toprevious year.

The over-all profit after tax was Rs.112.25 crores in the year 2020-21 compared toRs.18.05 crores in the previous year. Despite the challenges we had to face on account ofthe lock down and other issues on account of spread of Covid-19 we could improve therevenue as well as margin due to several favourable conditions. The Earnings Per Sharealso improved to Rs.352.91 per share compared to Rs.59.06 in the previous year 2019-20.

The year to year average cattle feed raw material price had reduced by 9.75% and theyear to year average selling price of feed had decreased by 3.19%. The monthly averagecattle feed ingredient cost was more or less stable throughout the year. The sales volumeof feed has increased to 5.94 lakhs tons in year 2020-21 compared to previous year volumeof 5.57 lakhs tons even though the main feed plant at Irinjalakuda had to be shut downfor over a month in July and August 2020. Since the raw material price was stablethroughout the year the feed division could generate handsome profits. The feed divisiongenerated a profit of Rs.105.21 crores compared to previous year profit of Rs.28.84crores.

In the cake processing division the availability of copra cake from Kerala and TamilNadu was seriously affected. We had to continue to depend mainly on the imported copracake for our processing during the year 2020-21 also. Local content of the total copracake processed during the year 2020-21 is alarmingly at 17.44 % where as the 82.56 % wasmanaged by imports. As a result of world wide spread of the Covid-19 the sea freight hasmore than doubled and this has seriously affected the cost of imported cake. Also there isdrastic cut in the availability of copra cake in the international market. In year 2020-21copra cake processed was 1.24 lakh tons as against 1.09 lakh tons of copra cake in year2019-2020 registering a volume increase by 13.83 %. There was good demand for refined oiland as a result we could clear the huge stock of oil that we were holding in the previousyear end. The selling rate of coconut oil also improved during the year and this hashelped us to generate profits in that division even though the cost of copra cake wasgoing up. The monthly average selling price of refined coconut oil dipped to the level ofRs.114/kg in the first quarter of financial year 2020-21 has later improved to Rs.188/kg.in the last quarter of the same financial year. The volume of oil sold has also improvedto 11452 tons in place of 9565 tons in the previous year. The high price for the coconutoil along with the increase in the volume handled in the cake processing division hadhelped to generate good profit even though the average cost of cake has gone up by nearly7.74 % on a year to year basis. The cake processing division reported an excellent resultwith a profit of Rs.35.37 crores as against previous year loss of Rs.3.83 crores.

In order to establish a considerable market share for Vesta Ice Cream we had committedfor a heavy budget for ice cream branding during the year 2019-20. After the first wave ofCovid-19 we started investing in brand building for ice cream in 2020-21. However becauseof the second wave of covid-19 the exercise could not give the expected results. As suchwe have to build up the brand again after the pandemic ends. Also there was only thinmargin on milk sales and hence taking all the factors together the Dairy division reportedloss. The volume of sales of ice cream for the year 2020-21 was 716 kl. as against 1227kl. in 2019-20 with a resultant fall of about 41.65 % in the volume.

The closure of shops on imposing lock downs and the negative impression of the publicagainst ice cream in the covid scenario were deterrent in pushing the volume of ice creamin the year 2020-21. The Dairy division reported a loss of Rs.162.48 lakhs in year 2020-21against the previous year loss of Rs.85.38 lakhs. The market for ice cream is very dull inthis covid season and we have to re-establish the brand afresh after theeradication/curtailing of covid.

The demand for our feed is improving which helps us to keep the capacity utilisationand maintain the revenue. The additional funds that we had generated out of profits of thecurrent year will help us to fund the increased quantity requirements and thus better ourpurchase capacity also. We are making appropriate adjustments in the selling priceaccording to the ingredient prices keeping in consideration all the related situations. Aswe are in agro based business the weather across the country is a critical factor foragricultural production. The forecast of a normal monsoon is expected to result in asurplus crop thus keeping the ingredient prices low.

In the cake processing division we have to process around 1.25 lakhs tons of copracake to meet our requirements for deoiled copra cake which is one of the majoringredients in our feed. Very insignificant quantity of copra cake is available locally.As such we are more dependent on imports where also the copra cake has become dearer dueto reduced supply and exorbitant freight. The cost of imported cake has increased morethan 60% in the international market. The fluctuation of the rupee rate against dollar mayincrease the cost further. At the same time the coconut oil price is slipping and thedemand for our oil is also very sluggish now. Our stock of coconut oil is expected to bebuilt up for a short span of time. We believe that these are only short term phenomenonand situation will improve in a couple of months. We have ensured steady supply of copracake by booking shipments in advance. We expect a smooth running of this division withreasonable profits under the present circumstances.

The second phase of corona virus has highly affected the operations of the Dairydivision though we are allowed to operate the Dairy plants. The proclamation of lock downin Kerala continuous for about two months now has seriously affected our market for icecream and milk. There is a drastic decline in the ice cream consumption due to the absenceof festivals and celebrations. Further consumers for ice cream are shying away fromhaving ice cream on the fear of the virus. We are unable to predict how long the impactof corona virus will continue and hence we are projecting a somber future in the short runfor the dairy division. We have to built up from the scratch with a relaunch exercise forice cream on a big budget when the situation is favourable to restore the brand-image forour ice cream. The margin on milk and the volume of milk handled is growing which we hopewill make good the loss on the ice cream front. As such we expect that dairy operations asa whole will surpass the difficult times with the support of other major divisions of theCompany.

More information relating to the operations of the Company has been furnished in theManagement Discussion and Analysis Report attached to and forming part of this Report asprovided by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors' Association ofIndia for highest processor of coconut oil cake for the year 2019-2020. This Award isbeing received by the Company for the past 30 years consecutively since the inception ofthe award.

Number of meetings of the Board

Eleven meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

Directors and Key Managerial Personnel

Mr. Verghese CV (DIN: 00779894) Mrs. Nina Paul (DIN: 08576074) Mr. Jose John (DIN:01797056) and Mr. Paul Jose (DIN: 01616504) are the Independent Directors of the Company.The Independent Directors of the Company are not liable for retirement by rotation asprovided in Section 149 of the Companies Act 2013. In accordance with Section 149 (7) ofthe Companies Act 2013 the Company has received declarations from all the independentdirectors of the Company confirming that they meet the criteria of independence asprescribed under the Companies Act 2013 and as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

All the above four independent directors of the Company had enrolled with IndianInstitute of Corporate Affairs' (IICA) within the prescribed period and had cleared theonline proficiency self-assessment test as provided by Companies (Appointment andQualification) Rules 2019.

On expiry of first term of appointment of Mr. M.P. Jackson (DIN 01889504) as ExecutiveDirector of the Company as on 11th February 2021 the Board on the recommendation of theNomination and Remuneration Committee in their respective meetings held on 21st January2021 has decided to reappoint him as Executive Director of the Company for one year from12th February 2021 to 11th February 2022 subject to the approval of the members in theensuing Annual General Meeting. Accordingly an Ordinary Resolution has been moved in theensuing annual general meeting for the approval of the members for the reappointment andremuneration of Mr. M.P. Jackson (DIN 01889504).

The period of appointment of Mr. A.P. George (DIN 00106808) as Managing Director isexpiring on 30th September 2021 and he has expressed his desire to retire from that postand also to retire from the Board on expiry of his current term of appointment as on 30thSeptember 2021. Thereupon the Board has decided to appoint Mr. M.P. Jackson (DIN01889504) as Managing Director of the Company on the recommendation of the Nomination andRemuneration Committee in their respective meetings held on 30th June 2021 for a periodof five years from 1st October 2021 to 30th September 2026 subject to the approval ofthe members in general meeting. Mr. M.P. Jackson (DIN 01889504) shall attain the age of 70years on 19th November 2022 during his term of appointment as Managing Director and asan abundant caution and in terms of Clause (a) of Sub-section (3) of Section 196 of theCompanies Act 2013 and other applicable provisions of the Companies Act 2013 theresolution for approval of his appointment as Managing Director of the Company has beenmoved as a special resolution in the ensuing annual general meeting.

On appointing Mr. M.P. Jackson (DIN 01889504) as Managing Director of the Company witheffect from 1st October 2021 the post of Executive Director will become vacant and theBoard also decided to fill up the said vacancy by appointing Mr. Paul Francis (DIN00382797) as Executive Director of the Company on the recommendation of the Nomination andRemuneration Committee in their respective meetings held on 30th June 2021 for a periodof five years from 1st October 2021 to 30th September 2026. Accordingly an OrdinaryResolution has been moved in the ensuing annual general meeting for the approval of themembers for the appointment and remuneration of Mr. Paul Francis (DIN 00382797).

The Board has decided to fill up the vacancy of directorship of Mr. A.P. George (DIN00106808) on his retirement as Managing Director as on 30th September 2021 by appointingMr. Dony A.G. (DIN 09211623) as Director of the Company and an ordinary resolution hasbeen moved in the ensuing annual general meeting for his appointment as a director. TheCompany has received a notice u/s 160 of the Companies Act 2013 from a Member of theCompany signifying his intention to propose the candidature of Mr. Dony A.G. for theoffice of the Director of the Company.

In accordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder the Listing Regulations and the Articles of Association of the Company theIndependent Directors the Managing Director and Executive Director of the Company are notliable to retire by rotation.

Mr. A.P. George Managing Director Mr. M.P. Jackson Executive Director and Mr. R.Sankaranarayanan Chief Financial Officer and Company Secretary are the Key ManagerialPersonnel of your Company in accordance with the provisions of Sections 2(51) and 203 ofthe Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Danesa Raghulal (DIN : 07975553) and Dr. Pyarelal K.C.(DIN : 00923913) will retire by rotation at the ensuing annual general meeting and beingeligible offer themselves for re-appointment.

Policy on directors' appointment and remuneration and other details

Remuneration policy in the Company is designed to create a high performance culture. Itenables the Company to attract retain and motivate employees to achieve results. TheCompany pays remuneration by way of salary benefits perquisites and allowances to itsManaging Director and the Executive Director. Currently the sitting fees payable to thenon-executive directors is Rs.20000 per meeting of the Board and Rs.15000 per meeting ofcommittees of the Board attended by them. The Nomination and Remuneration Policy for theMembers of Board and Executive Management can be accessed on the Company's website at thelink: http://kselimited. com under Investor Relations.

Evaluation of Board Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent and otherdirectors Board as a whole and Committees thereof which include criteria for performanceevaluation of the executive and non-executive directors. The Policy for evaluation ofperformance of the Board of Directors can be accessed on the Company's website at thelink: http://kselimited. com under Investor Relations.

In terms of provisions of the Companies Act 2013 read with Rules issued thereunder andas per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof Directors have evaluated the effectiveness of the Board during the financial year ended31st March 2021. The evaluation was based on questionnaire and feedback from all theDirectors on the Board as a whole Committees and self-evaluation. Directors who weredesignated held separate discussions with each of the Directors of the

Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors. The evaluation of the Directors was based on various aspects whichinter alia included the level of participation in the Board Meetings understanding oftheir roles and responsibilities business of the Company along with the environment andeffectiveness of their contribution.

A separate meeting of the independent directors was convened which reviewed theperformance of the Board (as a whole) the non-independent directors and the Chairman.

Internal financial control systems and their adequacy

Adequate internal financial controls are in place with reference to the financialstatements. Internal financial control systems of the Company have been designed toprovide reasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable Accounting Standards. Such controlswere tested annually and during the year no reportable material weakness in the design oroperation were observed. The details in respect of internal financial control and theiradequacy are included in the Management Discussion and Analysis which forms part of thisreport.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheBoard members are informed about the risk assessment and minimization procedures. TheBoard is responsible for framing implementing and monitoring the risk management plan forthe company. The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organisational structures processes standards code ofconduct and behaviours together govern the business of the Company and manage associatedrisks.

There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. The Company is committed to develop a culture where it is safe forall employees to raise concerns about any poor or unacceptable practice and any event ofmisconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policywhich is in compliance with the provisions of Section 177 (10) of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The policyprovides for a framework and process whereby concerns can be raised by its employeesagainst any kind of discrimination harassment victimization or any other unfair practicebeing adopted against them. More details on the vigil mechanism and the Whistle BlowerPolicy of your Company have been outlined in the Corporate Governance Report which formspart of this report. The "KSEL Whistle Blower Policy and Vigil Mechanism" can beaccessed on the Company's website at the link : http://kselimited.com/whistleblower.aspx.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as at 31st March 2021 and of the profitof the Company for the financial year ended 31st March 2021;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

Corporate Governance

Corporate Governance Report Management Discussion and Analysis Report and Certificatefrom Auditors on Corporate Governance have been furnished separately and form part of thisreport. The disclosures made in these reports may be considered as compliance of variousdisclosures prescribed under the Companies Act 2013 and Rules made thereunder.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has been formed in conformity withSection 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014. The composition terms of reference and attendancedetails of the CSR Committee are incorporated in the Corporate Governance Report. TheAnnual Report on CSR activities for the year ended 31st March 2021 is given separately as"Annexure A" forming part of this Report.

Public Deposits

Your Company is accepting deposits as per the provisions of Sections 73 and 76 of theCompanies Act 2013 read together with the Companies (Acceptance of Deposits) Rules 2014.The details relating to such deposits as provided under Rule 8 of the Companies (Accounts)Rules 2014 are provided in "Annexure B".

The Company is not accepting any other deposits which are not in compliance with therequirements of Chapter V of the Companies Act 2013.

Particulars of loans guarantees and Investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

Transactions with related parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. None of thetransactions with related parties falls under the scope of Section 188(1) of the CompaniesAct 2013 (the "Act"). Full disclosure of related party transactions as perAccounting Standard Ind AS 24 issued by the Institute of Chartered Accountants of India isgiven under Note No. 35.16 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may beaccessed on the Company's website at the link:http://kselimited.com/transactionpolicy.aspx. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in "Annexure C" in Form AOC-2 and the sameforms part of this report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the website of the Company at www.kselimited.com.

Statutory Auditors

M/s. Sridhar & Co. (ICAI Firm Registration No. 003978S) have been appointed as thestatutory auditors of the company at the 56th Annual General Meeting from the conclusionof 56th Annual General Meeting until the conclusion of the 61st annual general meeting ofthe Company to be held in the year 2025 for the audit of accounts relating to the yearsending 31st March 2021 to 31st March 2025.

The Auditor's Report for the financial year 2020-2021 on the financial statements ofthe Company is part of this Annual Report. The Auditors have issued an unmodified opinionon the Financial Statements for the financial year ended 31st March 2021.

Cost Auditors

With the prior approval of Central Government M/s. A.R. Narayanan & Co. CostAccountants Ernakulam (Firm registration number 101421) have been appointed as CostAuditors for the financial year 2020-21 and they will be submitting their Cost AuditReport within the time limit stipulated. The Board of Directors of the Company on therecommendations made by the Audit Committee has appointed M/s. A. R. Narayanan & Co.Cost Accountants Ernakulam (firm registration number 101421) as the Cost Auditor of theCompany to conduct the audit of cost records for the financial year 2021-2022. TheRemuneration proposed to be paid to the Cost Auditor subject to ratification byshareholders of the Company at the ensuing 57th Annual General Meeting has been fixed atRs.200000 plus GST and out of pocket expenses. The Company has received consent fromM/s. A. R. Narayanan & Co. Cost Accountants to act as the Cost Auditor forconducting audit of the cost records for the financial year 2021-22 along withcertificate confirming their independence and arm's length relationship.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed CS. Sathish V. Practicing Company Secretary to conduct the SecretarialAudit of your Company for the financial year ended 31st March 2021. The Secretarial AuditReport for the financial year ended 31st March 2021 is annexed herewith as "AnnexureD" to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Cost Records

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 for certain areas of itsoperations (Edible Oil and Power Generation) and accordingly accounts and records requiredto get true and fair view of the cost of production of products cost of sales margin andother information relating to products under reference are made and maintained by theCompany.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace. The company hascomplied with the provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the financial year 2020-21 the Company has not received any complainton sexual harassment and no complaint remains pending as of 31st March 2021.

Disclosure relating to Remuneration of Directors Key Managerial Personnel andparticulars of employees

The information required under Section 197 of the Companies Act 2013 and rules madethere-under in respect of employees of the Company is provided in "Annexure E"forming part of this report. None of the employees are in receipt of remuneration inexcess of the limits specified under clause (2) of Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in "Annexure F" to this Report.

Business Responsibility Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andamendments made thereto mandates inclusion of the Business Responsibility Report (BRR) aspart of the Annual Report for the top 1000 listed entities based on marketcapitalization. In compliance with the regulation the BRR is enclosed as "AnnexureG" and forms part of the Annual Report.

Capital Expenditure

The Board has plans to purchase a suitable industrial land in Palakkad District to setup a high tech high capacity feed plant. We are also planning to purchase suitableindustrial land near Mysore which if materialised will be used for production of cattlefeed and thus cater to the northern districts of Kerala and also expand the market for ourfeed in Karnataka. We have been allotted 2.91 acres of land near the port by the VOC PortTuticorin on tender for construction of storage facilities.

Other Disclosures

No disclosure is made in respect of the following items as there were no events duringthe year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend votingor otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employeesof the Company under any scheme.

3. Your Company does not have any subsidiary associate joint venture company orholding company and disclosures required in that respect were not dealt with.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. No frauds have been reported by auditors to the Audit Committee or Board underSub-section (12) of Section 143 of the Companies Act 2013.

6. There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year under report and thedate of this report.

Special Thanks

Mr. A.P. George is retiring as Managing Director on 30th September 2021. We wish toplace on record our sincere appreciation and thanks to Sri A.P. George one of thepromoter directors who is in the Board from the inception of the Company. He was actingas Director and Legal Advisor of the Company from 1.11.1994. Mr. A.P. George was appointedas Executive Director of the Company from 1st October 2015 and he was elevated asManaging Director of the Company from 14th November 2017. He was also Chairman ofStakeholders Relationship Committee from 28.09.2002 till 22.09.2015 and thereaftercontinued as a member of the said Committee till 13.11.2017. From 14.11.2017 he is amember in the Corporate Social Responsibility Committee.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistanceand co-operation received from shareholders bankers especially ICICI Bank Registrarsand Share Transfer Agents customers distributors and suppliers. Board also acknowledgethe valuable committed services of the executives staff and workers of the Company.

By Order of the Board
Sd/-
Mr. Jose John
Irinjalakuda (DIN : 01797056)
June 30 2021 Chairman

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