Dear Shareholders,
The Directors present their, Sixty first Annual Report together with
the audited statements of accounts for the year ended 31st March 2023
FINANCIAL RESULTS |
31.03.2023 |
31.03.2022 |
Total Income |
33,767.45 |
27,711.61 |
Profit before finance cost and depreciation |
2,440.33 |
1,840.75 |
Less: Finance cost |
508.65 |
406.02 |
Profit before depreciation and amortisation |
1,931.68 |
1,434.73 |
Less: Depreciation |
507.56 |
400.94 |
Profit/ (Loss) before tax |
1,424.12 |
1,033.79 |
Less:Income tax expense - Current tax |
248.82 |
180.62 |
- Deferred tax charge / (credit) |
145.50 |
100.14 |
Profit / (Loss) for the year from operations |
1,029.80 |
753.03 |
Other comprehensive Income net of tax |
4.76 |
(17.83) |
Total comprehensive income for the year |
1,034.56 |
735.20 |
REVIEW OF BUSINESS OPERATIONS
During the year ended 31st March 2023, the Company has
recorded a total income of
Rs. 33,767.45 lakhs as against Rs. 27,711.61 lakhs achieved
during the previous year. The profit after tax amounted to Rs. 1,029.80 lakhs as
against profit of Rs. 753.03 lakhs in the previous year. The Profit before
interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to Rs. 2,440.33
lakhs as against Rs. 1840.75 lakhs in the previous year.
There was no change in the nature of business of the Company during the
financial year ended 31st March 2023.
The performance of each business segment of the Company has been
comprehensively discussed in the management Discussion and Analysis Report (forming part
of this Directors' Report).
FINANCE
Your Company has continued to avail need based working capital and
other credit facilities from HDFC Bank Ltd and RBL Bank Ltd.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The report on Corporate Governance and Management Discussion &
Analysis Report, which forms an integral part of this Report, are annexed to this report.
The Company has complied with the conditions relating to Corporate Governance as
stipulated in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Certificate obtained from the Practicing Company Secretary relating to the above
is annexed and form a part of this report.
ALTERATION OF MEMORANDUM OF ASSOCIATION
Pursuant to the provisions of Section 13 and other applicable
provisions, if any, of the Companies Act, 2013, the Company has obtained necessary
approval of the members by means of passing necessary special resolution at the 60th
Annual General Meeting held on 14th September, 2022 and has altered the Object
Clause III of its Memorandum of Association in line with Table A of Schedule I of the said
Act in order to enable the Company to diversify its business activities and complied with
the provisions of the Act. Subsequently, the Central Government (Registrar of Companies,
Chennai) vide Certificate of Registration of the Special Resolution Confirming Alteration
of Object Clause(s) dated 18th October, 2022 has registered the said special
resolution confirming the alteration of the objects clause.
Further, pursuant to the provisions of Section 13 and other applicable
provisions, if any, of the Companies Act, 2013, the Company has obtained necessary
approval of the members by means of passing necessary special resolution at the 60th
Annual General Meeting held on 14th September, 2022 and has altered the Clause
V (Share Capital) of its Memorandum of Association to reflect the reclassified authorized
share capital and complied with the provisions of the Act.
SCHEME OF AMALGAMATION:
Based on the recommendation and approval of the Audit Committee, the
Committee of Independent Directors and the Board of Directors, at their respective
meeting(s) held on 22nd August, 2022 and in pursuance of the letter received
from BSE Limited stating that they do not have any adverse observation on the scheme, the
consent received from the secured creditors and the approval received from the equity
shareholders and the unsecured creditors of the Company, at their respective meeting(s)
held on 22nd June, 2023, the Company has filed necessary Petition under
Sections 230 to 232 of the Companies Act, 2013 before the National Company Law Tribunal,
Chennai Bench ("NCLT") seeking the sanction of the Scheme of Amalgamation of
Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi Roller Flour Mills
Limited (Transferee Company) with effect from April 1, 2022 (Appointed Date) and the
requisite approval of the NCLT is awaited.
SHARE CAPITAL
Pursuant to the provisions of Section 13 and other applicable
provisions, if any, of the Companies Act, 2013, the Company has obtained necessary
approval of the members by means of passing necessary special resolution at the 60th
Annual General Meeting held on 14th September, 2022 and has reclassified its
Authorized Capital from Rs. 1,500 lakhs divided into 1,20,00,000 (One Crore Twenty
Lakhs) equity shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) 10% Cumulative
Redeemable Preference Shares of Rs. 10/- each to Rs. 1,500 lakhs divided
into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10/- each and
30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each and complied with the
provisions of the Act.
The subscribed and paid-up equity share capital of the company as on 31st
March 2023 is Rs. 554.15 lakhs divided into 55,41,476 equity shares of Rs. 10/-
each. During the year under review, the Company has not made any fresh issue of shares or
other securities.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to its General Reserves. However, the current year's net profit of Rs. 1034.56
lakhs has been carried forwarded under the head Retained earnings.
DIVIDEND
Your Directors recommend a dividend of Rs. 2/- per equity share
of Rs. 10/- each for the financial year ended 31st March, 2023, subject
to deduction of Tax at Source, which if approved at the forthcoming 61st Annual
General Meeting, will be paid to those equity shareholders whose names appear in the
Register of Members as on 22nd December, 2023 (Record Date) in respect of
shares held in physical form and in respect of shares held in dematerialized form, the
dividend shall be paid on the basis of the beneficial ownership as per the details
furnished by the Depositories for this purpose at the end of business hours on 22nd
December, 2023 (Record Date).
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
There is no amount of dividend which are lying unclaimed for a period
beyond seven years which are required to be transferred to Investor Education and
Protection Fund in accordance with the provisions of the Companies Act, 2013 and rules
made thereunder.
During the year under review, the Company had transferred an amount of Rs.
0.99 lakhs being the dividend declared at the Annual General Meeting held on 14th
September, 2022 in relation to the financial year 2021-22, pertaining to the shares
already transferred to the designated demat account of the Investor Education and
Protection Fund Authority (IEPFA) to the Investor Education and Protection Fund pursuant
to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection
Fund 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 the
Companies (Management and Administration) Rules, 2014 the copy of the annual return in the
prescribed Form MGT-7 for FY 2022-23 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 Committees
namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, and of the Board and Committee Meetings held during the year under review and
the attendance of the Directors at such Board/ Committee Meetings are provided in the
Corporate 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 the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company has duly complied with Secretarial Standards issued by
the 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 Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed
that;
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
b) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the financial
year ended 31st March 2023 on a going concern basis;
e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent directors have given declarations to the effect
that they meet the criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and
Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
(as amended) and that their name is included in the data bank as per Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Board of Directors have evaluated the Independent Directors during
the year 2022-23 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors are satisfactory. There was no appointment of
Independent Directors made during the year under review.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and
Remuneration Committee, has framed a policy which inter alia provides the criteria for
selection and appointment of Directors, Senior Management, evaluation of the performance
of the Directors / Key Managerial Personnel / Senior Management and the remuneration
payable to them. The salient features of the said policy have been outlined in the
Corporate Governance Report. The Remuneration Policy is placed on the Company's
website at www.klrf.in and the abstract of which is furnished as "Annexure - C"
and forms part of this report.
STATUTORY AUDITORS & BRANCH AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 read with its
relevant Rules made thereunder M/s. Marimuthu and Associates (Firm Registration Number
014572S), Chartered Accountants, Tirunelveli, as were re-appointed as the Statutory
Auditor of the company, in the place of the retiring statutory auditor M/s. Arun & Co
(FRN: 014464S) Chartered Accountants, Tirunelveli, at the 60th Annual General
Meeting held on 14th September, 2022 to hold such office from the conclusion of
the 60th Annual General Meeting till the conclusion of the 65th
Annual General Meeting ought to be held in the year 2027. Accordingly, no resolution for
appointment of statutory auditor is included in the Notice convening the 61st
Annual General Meeting.
The Company has also obtained necessary consent under Section 139 and
eligibility certificate under Section 141 from M/s. Marimuthu and Associates (Firm
Registration Number 014572S), Chartered Accountants, Tirunelveli to the effect that their
appointment would be in conformity with the provisions of the Companies Act, 2013.
Further, the Statutory Auditor has confirmed that he is holding a valid Peer Review
Certificate issued by the Institute of Chartered Accountants of India.
M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered
Accountants, Coimbatore, the Branch Auditors of the Engineering Division of the Company,
retires at the conclusion of the ensuing 61st Annual General Meeting and being
eligible, the Audit Committee and the Board of Directors, at their respective meeting(s)
held on 23rd November, 2023, have recommended to re- appoint them as the Branch
Auditors for the Engineering Division of the Company to hold such office for a period of
five consecutive years from the conclusion of the ensuing 61st Annual General
Meeting till the conclusion of the 66th Annual General Meeting in accordance
with the provisions of Section 139 of the Companies Act, 2013. The Company has also
obtained necessary consent under Section 139 and eligibility certificate under Section 141
from the appointee Branch Auditors to the effect that their re-appointment, if made, would
be in conformity with the provisions of the Companies Act, 2013 and the appointee Branch
Auditors are holding a valid Peer Review Certificate issued by the Institute of Chartered
Accountants of India. Accordingly, necessary ordinary resolution has been included in the
Notice convening the ensuing 61st Annual General Meeting. Your directors
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 the
Central Government under Section 148 of the Companies Act, 2013. Pursuant to the said
provision, the Company is required to appoint a Cost Auditor to audit the cost records
pertaining to the Engineering products of the Company. Accordingly, based on the
recommendation of the Audit Committee, the Board of Directors, at their meeting held on 26th
May, 2023, has approved the re-appointment of M/s.P.Mohankumar & Co., Cost Accountant
(Firm Registration Number: 100490), Coimbatore as Cost Auditor to audit the cost records
pertaining to the Engineering products of the Company for the financial year 2023-24 and
the remuneration payable to the Cost Auditor for the said period, subject to ratification
by the members by means of passing an Ordinary Resolution.
As required under the provisions of Section 148 of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary
ordinary resolution seeking members' ratification for the remuneration payable to M/s
P. Mohankumar & Co. (Firm Registration Number: 100490), Cost Accountant is included in
the Notice convening the 61st Annual General Meeting of the Company.
Further, the Cost Audit Report for the financial year ended 31st
March 2023 has been submitted with the Central Government in the prescribed form and
manner on 6th September, 2023 which was within the due date stipulated under
the Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company had appointed M/s. MDS &
Associates LLP, (ICSI Firm Unique Code: L2023TN013500 / Peer Review No.3030/2023), Company
Secretaries, Coimbatore as Secretarial Auditors to conduct the Secretarial Audit on the
records of the Company. Accordingly, the
Secretarial Audit Report in the prescribed Form MR-3 for the financial
year ended 31st March 2023 is annexed to this Report as "Annexure-A".
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditor and the Secretarial Auditor in their respective
report(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 the
Statutory Auditors during the course of their audit pursuant to Section 143(12) of The
Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans / guarantees / securities provided or investments
made by the Company under the provisions of Section 186 of the Companies Act, 2013 during
the year under review and hence the disclosure relating to such transactions does not
arise. In respect of the investments made in earlier years, the Company has complied with
the provisions of Section 186 of the Companies Act, 2013 and the details of the
investments are given in the relevant notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered into by the Company during the financial year
ended 31st March 2023 with its related parties, as defined under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, and
2015, were in the ordinary course of business and on an arm's length basis. During
the year, the Company has not entered into any transaction referred to in Section 188 of
the Companies Act, with related parties which could be considered material under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of material related party transactions as
required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.
Attention of members is drawn to the disclosures of transactions with related parties set
out in Notes on Accounts forming part of the financial statements.
Further, the Company has formulated a policy on related party
transactions for identification and monitoring of such transactions. The policy on related
party transactions, as recommended by the Audit Committee and approved by the Board, is
available on the company's website www.klrf.in
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There have been no material changes and commitments, which affect the
financial position of the Company, having occurred since the end of the year and till the
date of Report.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY
The Company has a structured risk management policy. The risk
management process is designed to safeguard the organisation from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business. The potential risks are inventories and
integrated with the management process such that they receive the necessary consideration
during decision making. Further, the provisions of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 relating to constitution of the
Risk Management Committee are not applicable to the Company.
DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the amended provisions of Section 135 of the Companies Act,
2013 read with the Companies (Amendment) Act, 2020 (effective from 22nd
January, 2021) the Corporate Social Responsibility Committee ("CSR Committee")
was dissolved with effect from 12th November, 2021 and all the roles,
responsibilities and functions of the Corporate Social Responsibility Committee, as
provided under the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to
time) are being discharged by the Board of Directors of the Company in terms of the said
provisions of the Act and its Rules with effect from the said date.
The requisite information has also been provided in the Corporate
Governance Report forming part of this Directors' Report. Further, based on the
approval of the Board of Directors, the Company has also adopted a Corporate Social
Responsibility Policy which is available on the website of the Company viz.www.klrf.in.
As part of its initiatives under its CSR Policy, the company has
undertaken various projects towards CSR initiatives and the said projects are by and large
in accordance with Schedule VII of the Companies Act, 2013 and the CSR Policy of the
Company. The Annual Report on CSR Activities as per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as Annexure D and forms part of
this Report.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS
The Board has made a formal annual evaluation of its own performance
and its Committees and of every Individual Directors including the Independent Directors
of the Company.
The Board's own performance was evaluated based on the criteria
like structure, governance, dynamics and functioning and review of operations, financials,
internal controls etc.
The performance of the Individual Directors including Independent
Directors were evaluated based on the evaluation criteria laid down under the Nomination
and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the
Independent Directors, at their separate meeting held during the year 2022-23, has
evaluated the performance of the Board as a whole, its Chairman and Non-Executive
Non-Independent Directors and other items as stipulated under Schedule IV of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Committees of the Board were evaluated based on the terms of
reference specified by the Board to the said Committee, frequency and effectiveness of
Committee meetings, quality of relationship of the Committee and the management etc. The
Board of Directors were satisfied with the evaluation process which ensured that the
performance of the Board, its Committees, Individual Directors including Independent
Directors adhere to their applicable criteria.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Section152 of the Companies Act,2013 and the
Articles of Association of the Company, Sri. R. Kannan (DIN: 00951451), retires by
rotation at the ensuing 61st annual general meeting and being eligible, he has
offered himself for re-appointment. Your Directors recommend his re-appointment.
Based on the recommendation of the Nomination and Remuneration
Committee and the approval of the Audit Committee, the Board of Directors, at their
meeting held on 23rd November, 2023, had approved the re-appointment of Sri.
Suresh Jagannathan (DIN: 00011326), whose tenure as Executive Chairman expires on 11th
March, 2024 and who will attain the age of 70 (seventy) years on 1st May, 2026,
as Executive Chairman of the Company for a further period of 5 (five) years effective from
12th March, 2024, subject to the approval of the members of the Company by
means of passing necessary special resolution. Accordingly, necessary special resolution
has been included in the agenda of the Notice convening the 61st Annual General
Meeting. Your Directors recommend his re-appointment.
During the year under review, there was no change in the composition of
the Board of Directors of the Company.
Sri. J. Kanna has resigned as the Chief Financial Officer of the
company with effect from the close of business hours of 31st January, 2023.
Based on the recommendation of the Nomination and Remuneration
Committee and the approval of the Audit Committee, the Board of Directors, at their
meeting held on 15th May, 2023, has appointed Sri.R.Nagarajan as Chief
Financial Officer of the Company with effect from 15th May, 2023.
Other than the above, there was no change in the Key Managerial
Personnel (KMPs) during the financial year.
The following are the Key Managerial Personnel of the Company
presently;
Sri. Suresh Jagannathan (DIN : 00011326) Executive Chairman Sri.
Sharath Jagannathan (DIN : 07298941) Managing Director Sri. R. Nagarajan
Chief Financial Officer Sri. S. Piramuthu Company Secretary
AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company
has constituted an Audit Committee comprising of four members namely Sri. Sudarsan
Varadaraj, Sri. K. Gnanasekaran, Mrs. Kalyani Jagannathan and Sri. Ashwin Chandran, all of
them being Independent Directors. Sri. K. Gnanasekaran, an Independent Director, is the
Chairman of the Audit Committee.
The Board had accepted all the recommendations of the Audit Committee,
whenever made by the said Committee, during the year under review.
The details of composition of the Audit Committee including the terms
of reference, the number of meetings held during the year under review and the attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms
part of this Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS 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 the
manner whereby optimum utilization and maximum possible savings of energy is achieved.
(ii) The steps taken by the Company for utilizing alternate source of
energy
The Company has installed 7.00 MW capacity wind energy and 6.9MW (DC
Capacity) / 5MW (AC Capacity) Solar energy plant for captive consumption.
(iii) The capital investment on energy conservation equipment.
As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot be stated
accurately.
B. TECHNOLOGY ABSORPTION
i) Company's products are manufactured by using in-house know how
and no outside technology is being used for manufacturing activities. Therefore, no
technology absorption is required.
ii) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT
No specific expenditure of recurring or capital nature is involved in
research and development directly.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company has earned foreign exchange
of Rs. 88.26 lakhs and incurred an outflow of Rs. 35.47 lakhs.
SUBSIDIARY COMPANIES
The company does not have any subsidiaries, associate companies, or
joint ventures.
FIXED DEPOSITS
Your company has not accepted any deposits falling within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. Hence, there are no unclaimed or unpaid deposits as on 31st March 2023.
Further, the details of the unsecured loans accepted by the Company
from its Directors have been disclosed under the relevant notes to the financial
statements.
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, percentage
increase in remuneration etc., as stipulated under section 197(12) and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
as Annexure-B to this Report.
In terms of provisions of section 197(12) and rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing
the names of the top ten employees in terms of remuneration drawn forms part of this
report. Pursuant to the second proviso to section 136(1) of the Act, the Annual 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.in
Further, employees who are in receipt of remuneration in the aggregate
at the rate of not less than Rs. 1,02,00,000/- if employed throughout the year or Rs.
8,50,000/-per month if employed for part of the year is enclosed in Annexure-B.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism and adopted a Whistle
Blower Policy in accordance with provisions of the Companies Act, 2013 and Listing
Regulations, to provide a formal mechanism to the employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct. The Whistle Blower Policy provides for adequate safeguards against victimization
of employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee.
During the year under review, no concerns were received by the Company.
The details of the said policy have been given in the Corporate Governance Report forming
part of this Directors' Report and also, it has been placed on the Company's
website viz., www.klrf.in.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has implemented and evaluated the Internal Financial
Controls which provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes and policies, safeguarding of
assets, prevention and detection of frauds, accuracy and completeness of accounting
records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the
Audit Committee annually reviews the effectiveness of the Company's internal control
system. 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 of
Statutory Auditor pursuant to Section143(3)(i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed with the Auditor's report.
LISTING
The equity shares of the Company continue to be listed on BSE Limited
and details of listing have been given in the Corporate Governance Report forming part of
this Directors' Report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and/or material orders were passed by any regulator or
court or tribunal impacting the going concern status and the Company's operations in
future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions during the
year 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 line
with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal complaints Committee (ICC) has been
setup to redress the complaints received regarding sexual harassment of women at
workplace. All employees (permanent, contractual, temporary and trainees) are covered
under this policy. The Company has not received any complaint under the said Act during
the year 2022-23 and there are no unresolved complaints as on 31st March, 2023.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude, the co-operation and
assistance from its bankers. Your Directors would like to thank all Shareholders, Bankers,
Customers and Employees in appreciation of their continued support.
May the Almighty Goddess Lakshmi continue to shower HER choicest
blessings and Continue to grant us prosperity in the years to come.
|
For and on behalf of the Board |
|
Sharath Jagannathan |
Suresh Jagannathan |
Place : Coimbatore |
Managing Director |
Executive Chairman |
Date : November 23, 2023 |
DIN : 07298941 |
DIN : 00011326 |
|