kanchi karpooram Directors report

Dear Members,

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31stMarch, 2023.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March, 2023 on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone		Consolidated
	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended* 31.03.2022
	(Rs. in Lakh)	(Rs. in Lakh)	(Rs. in Lakh)	(Rs. in Lakh)
Revenue from operations	20,535.15	25,105.66	21,985.86	-
Other income	321.74	246.22	145.14	-
Total Income from operations	20,856.89	25,351.88	22,131.00	-
Cost of Material Consumed	16,973.49	17,278.89	16,973.49	-
Purchase of Stock-in-Trade	-	-	2,223.16
Depreciation and amortization expenses	289.09	231.27	289.09	-
Finance Cost	14.24	85.67	18.51	-
Other Expenses	1707.44	1,499.58	1,797.81	-
Profit / Loss Before tax	1,908.17	4,261.10	1,782.35	-
Tax Expense	501.52	1,193.09	501.52	-
Total Comprehensive Income, Net of Tax	1,414.65	3,068.01	1,288.82	-
Earnings per share
Basic	32.57	70.63	30.91	-
Diluted	32.57	70.63	30.91	-

* Subsidiary Company was incorporated on 25.04.2022 FINANCIAL PERFORMANCE

a. Standalone Performance

The Gross Revenue from operations for FY 2022-2023 was at Rs.20,856.89 Lakh (Previous Year Rs.25,351.88 Lakh), showing a decrease of 17.73%.

The Company earned a Profit after tax of Rs.1,414.65 Lakh as against Rs.3,068.01 Lakh for the previous year, thereby registering a decline of 53.89 %.

Due to decrease in the profit, the Earning per share (EPS) decreased from Rs.70.63 in the previous year to Rs.32.57 in the year under review.

The net worth of your Company increased to Rs.19,806.23 Lakh at the end of the FY 2022-2023 from Rs.18,500.18 lakh at the end of FY 2021-2022, thereby registering a growth of 7.06%.

b. Consolidated Performance.

The Companys Subsidiary Kanchi Agro Product Private Limited was incorporated on 25.04.2022.

The Consolidated total sales of your Company for the FY 2022-23, stood at Rs. 22,131.00 Lakh.

The Company earned a Consolidated Profit after tax of Rs. 1,288.82 Lakh.

The Earning per share (EPS) was at Rs. 30.91 for the Financial year 2022-2023.

The Consolidated net worth of your Company was at Rs. 19,704.90 Lakh.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the website of the Company at http://kklgroup.in/inspection_doc.php

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013

Your Directors recommend a final dividend of Rs. 1.00 (10%) per fully paid up equity share of the face value of Rs. 10 per share. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting. Your Directors do not propose to transfer any amount to reserves for the FY ended 31st March, 2023.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 7,00,00,000/-(Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakh) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid Up Capital of the Company as on 31stMarch 2023 was Rs. 4,34,38,910/-

During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the year under review your Company has incorporated a subsidiary Company Kanchi Agro Product Private Limited on 25.04.2022. The Subsidiary Company is mainly into trading of Raw Cashew nuts and other Agro products. During the FY 2022-23 it recorded a loss of Rs. 61.65 Lakh. Your Company has no Associate or holding Company.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached as "Annexure 2" to the Boards Report.

DIRECTORS

The Board of Directors of the company comprises of Two Managing Director, One Whole-time Director who are the Promoters of the company and Four Non-Executive Directors, including Three Independent Directors. The Company also has One Women Director who is Non Executive. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.kklgroup.in

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Pushpa S Jain (DIN:06939054), Non Executive Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the year 2022-23, Eight(08) Board Meetings were held, the details of which aregiven in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

During the year under review there was no changes in the Key Managerial persons of the Company.

The following are the Key Managerial Personnel of the Company as on 31st March 2023:

a) Mr. SureshShah (DIN: 01659809) Managing Director

b) Mr. Dipesh S Jain (DIN: 01659930), Joint Managing Director

c) Mr. Arun V Shah (DIN: 01744884), Whole Time Director

d) Mr. Surendra Kumar Shah, Chief Financial Officer

e) Mr. J. R. Vishnu Varthan, Company Secretary

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. CSR Committee

The details of the Committees along with their composition, number of meetings, objectives and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS

(a) STATUTORY AUDITOR

As per the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants (Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting held on 09.09.2022 for a period of Five (5) consecutive Financial Years till the conclusion of Thirty Fourth Annual General Meeting. There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

(b) COST AUDITOR

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, Board had appointed M/s. N. Sivashankaran & Co., Cost Accountants as cost auditors to conduct the audit of Cost accounting records for the FY 2022-23.

The Board has re-appointed M/s. N. Sivashankaran & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2023-24 at a remuneration of Rs. 60,000/- plus Service Tax & reimbursement of out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

(c) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Lovelish Lodha M, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-8 to this Report.

With regard to the excess remuneration paid to the Executive Directors for the FY 2022-23, on account of the invaluable contribution made by them we have placed before the shareholders in the 30th Annual General Meeting for their approval to write off the excess remuneration paid as per the provisions of the Companies Act 2013.

(d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Subramanian and Co., LLP, Chartered Accountants to undertake the Internal Audit of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company invested Rs. 25.50 Lakh in its subsidiary Company M/s. Kanchi Agro Product Private Limited for Subscribing 51% of Equity Shares i.e. 2,55,000 equity shares at Rs. 10 each. The Company has also provided inter corporate loan of Rs.2666.25 Lakh for the Subsidiarys business operation.

During the year under review your Company has given a loan of Rs.150 Lakh to M/s. Phukhraj Finance Private Limited by way of financial assistance for their business expansion.

Your Company has not given any guarantees during the Financial year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis

All related party transactions are placed before the Audit Committee for approval. Details of the transactions are provided in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is appended as Annexure-3to this Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website www.kklgroup.in and the weblink thereto is: http://kklgroup.in/admin/upload/corporate_governance/9/60463.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been posted on its website http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2023) and the date of the report.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company does meet the provisions laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence the Company has constituted a Corporate Social Responsibility Committee. The CSR Report for the Financial Year 2022-23 is annexed to this report as Annexure-5. The composition of CSR Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR policy is uploaded on the Companys website at the web link: http://kklgroup.in/admin/upload/corporate_governance/7/71738.pdf

DEPOSITS FROM PUBLIC

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V, Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has internal control system which includes financial control commensurate with the size, scale and complexity of companys operations and also ensures that the Companys assets are well protected. The internal audit evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CORPORATE GOVERNANCE

The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

COST RECORDS

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub - section (1) of Section 148 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism. This mechanism, inter alia, includes the following:

a) the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct;

b) providing adequate safeguards against victimization;

c) providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Company has a Whistle Blower Policy to report genuine concerns or grievances. Your company hereby affirms that no complaints were received during the year.

The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Companys website: http://kklgroup.in/admin/upload/corporate_governance/6/47991.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the policy is available in the Companys website http://kklgroup.in/admin/upload/corporate_governance/12/10747.pdf. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this Report as Annexure-1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

CRYPTO CURRENCY AND VIRTUAL CURRENCY

During the year under review your Company has not traded or invested in Crypto or Virtual currency.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4 and forms a part of this Report

RISK MANAGEMENT

Your Company as part of Standard Operating System and Procedure institutionalized risk management covering risk identification, mitigation and management measures. This Risk Charter and Policy have been brought to practice as per part of internal control systems and procedures. The Management has applied the risk management policy to activities and processes of the business and this is reviewed to ensure that executive management manages risk through means of a properly defined framework.

DETAILS IN RESPECT OF FRAUDS

The Companys Auditors report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy and implemented an effective mechanism for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. During the year under review, no complaints were received by the Board.

PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of each director to the median employees remuneration is annexed as Annexure-6 to this Report.

INSURANCE:

The Companys buildings, plant & machinery and inventories have been adequately insured

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their appreciation to employees at all levels for their dedication and commitment. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review.

	For and on behalf of the Board of Directors
		KANCHI KARPOORAM LIMITED
	Dipesh S Jain	Suresh V Shah
Place: Chennai	(DIN: 01659930)	(DIN: 01659809)
Date: 11.08.2023	Joint Managing Director	Managing Director