Kanoria Chemicals & Industries Ltd Directors Report.


Your Directors have pleasure in presenting the Sixty First Annual Report, along with the Audited Accounts of the Company for the financial year ended 31st March 2021.

Detailed information on the performance of your Company appears in the Annual Report. A discussion on the operations of the Company is given in the section titled The Year in Review. Some of the statutory disclosures, however, appear in this Report. The Report, read along with the other sections, would provide a comprehensive overview of the Companys performance and plans.


The financial performance of the Company for the year ended 31st March 2021 is summarised below:

(Rs. in million)

Particulars 202-21 2019-2020
Total Income 3,928.33 3,796.22
Profit before Depreciation & Amortisation, Finance Cost, Exceptional items and Tax 333.66 268.60
Depreciation and Amortisation 221.39 211.46
Finance Costs 124.71 121.40
Exceptional items 37.85 -
Profit/(Loss) before Tax (50.29) (64.26)
Tax expenses (13.62) (56.10)
Profit/(Loss) for the year (36.67) (8.16)
Other Comprehensive income for the year, net of tax 6.49 (14.18)
Total Comprehensive income for the year (30.18) (22.34)


During the year under review, the Companys plants at Ankleshwar, Vizag and Naidupet were not operational till Mid-April 2020 due to countrywide lockdown on account of Covid-19. This has affected the business operations of the Company by way of interruption in production, disruption in supply chains, loss of product demand and availability of manpower. Essential services, however, at the plants such as safeguarding the premises, maintaining critical equipment were continued with permission from relevant government authorities during the lockdown period. Most of the units in these plants restarted operations gradually from Mid-April 2020 onwards after obtaining necessary permissions from concerned State Government Authorities. Considering the demand, outlook and availability of workforce, the Alco chemical plants operated at very low capacities during Mid-April to September 2020. The Companys performance was under extreme pressure in the first half of the year.

The market situation started improving from October 2020 onwards. Our plants operated at optimum capacities during October 2020-March 2021 and met the market demand including part of pent up demand. Good control over the supply chains and the sales network helped the Company to show improved financial performance during October 2020-March 2021.

The resin business continues to perform well, and the focus is on product development and further penetration in the market. Considering the significant improvement in capacity utilization, it is contemplated to expand the manufacture of Resins.

The second wave of Covid-19 started from the beginning of April 2021 where some states announced partial/full lockdown. With the frequently changing scenario of COVID-19, it is difficult to assess the overall impact of the pandemic on the business operations at this juncture. Based on experience of first wave of Covid-19, we are reasonably confident of being able to navigate through this crisis.

In the Solar power segment, after the expiry of Power Purchase Agreement (PPA) with Discom, the Govt of Rajasthan did not renew the PPA. In this regard we have filed a writ petition before the Honble High Court of Rajasthan. Loss of generation due to shutdown of the Inverter continues. We are in the process of replacing one Inverter for better generation.

The Company would like to place on record the dedication and commitment of all the management, staff and workers who at times even at the cost of putting themselves at risk have done the Company proud in maintaining a safe environment at all the workplaces and plants.

No material changes and commitments have occurred after the close of the financial year 2020-21 till the date of this Report, which affect the financial position of the Company.

A brief description of the operations of the subsidiaries of the Company appears later in this report.


The Board of Directors has not recommended any dividend on Equity Shares of the Company for the financial year ended 31st March 2021.

The Dividend Distribution Policy as approved by the Board may be accessed on the Companys website at the link: http://www.kanoriachem.com/images/Dividend-Distribution-Policy.pdf


The Company has not transferred any amount to Reserves for the financial year ended 31st March 2021.


Care Ratings Limited has revised the rating for the long-term bank facilities of the Company as CARE A- (Single A Minus) from the existing rating of CARE A (Single A) and rating for the short-term bank facilities as CARE A2+ (A Two Plus) from the existing rating of CARE A1 (A One).


As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act"), the audited Consolidated Financial Statement for the year ended 31st March 2021 has been annexed with the Annual Report.


During the year under review, the Company has not accepted any deposits from the public and that as at the end of the year there were no outstanding deposits under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.


The Company has in place adequate internal financial controls with respect to financial statements. The policies and procedures adopted by the Company ensure prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial statements. No reportable material weakness in the design or operation was observed during the year.


As declared by them, none of the Directors of the Company is disqualified for being appointed as a Director, as specified in sub-section (1) and (2) of Section 164 of the Act or is debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

The Company has received declaration from Shri A. Vellayan, Shri Amitav Kothari, Shri H. K. Khaitan, Shri Sidharth Kumar Birla, Shri G. Parthasarathy and Shri Ravinder Nath confirming they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and the Listing Regulations.

In the opinion of the Board, the said Directors fulfil the conditions for appointment/continuation as Independent Directors as specified in the Act and the Listing Regulations and they are also independent of the Management.

Smt. Madhuvanti Kanoria (DIN: 00142146) retires by rotation at the ensuing AGM under the applicable provisions of the Act and being eligible, offers herself for appointment as a Director of the Company.

Additional information, pursuant to the Listing Regulations and Secretarial Standard on General Meetings (SS2) of ICSI in respect of Director seeking appointment is given in the AGM Notice of the Company.


All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs at Manesar (IICA). As per the provisions of the relevant rules, all the Independent Directors of the Company are exempted from the online proficiency self-assessment test conducted by the IICA. In the opinion of the Board, the Independent Directors of the Company have vast experience, expertise and integrity and their continued association would be of immense benefit to the Company.


The Company has framed the criteria for performance evaluation of Independent Directors, the Board, the Board Committees and other individual Directors. Criteria for performance evaluation of the Chairman & Managing Director, Executive Director and Non-Independent Director have also been framed.

The criteria, among others includes factors such as preparation, participation, engagement, personality and conduct, value addition, strategic planning and vision, team spirit and consensus building, leadership quality, understanding and focus on key business issues, independent thinking and judgment, quality of analysis, experience and business wisdom, management qualities, awareness, motivation, integrity, ethics and receptivity. The criteria for evaluating the Boards functioning/effectiveness inter alia includes its structure, strategic review, business performance review, internal controls, process and procedures.

On the basis of the criteria framed, a process was followed by the Board for evaluating the performance of individual Directors, its own performance and that of its Committees. The Independent Directors in their separate Meeting also carried out the performance evaluation of the Chairman & Managing Director, Executive Director and other non-independent Director as well as the Board of the Company. The Directors expressed overall satisfaction on the performance and functioning of the Board, its Committees and the Directors. No action was required to be taken on the previous years observations and also no action is required to be taken on this years observations.


The Board Members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board and Board Committees, on business and performance updates of the Company. Relevant statutory changes encompassing important laws are regularly made available to the Directors. Efforts are also made to familiarise the Directors about the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, business model/ procedures/ processes of the Company, etc. through various programmes including plant visits. The details of the familiarisation programmes for Independent Directors are put on the website of the Company and can be accessed at the link: http://www.kanoriachem.com/images/Familiarisation%20Programme.pdf


During the Financial Year 2020-21, the Company held 4 (four) Meetings of the Board of Directors. The details of the Meetings and attendance of each of the Directors thereat are provided in the Report on Corporate Governance forming part of the Annual Report.


The Audit Committee of the Company comprises of Shri Amitav Kothari, Shri H. K. Khaitan and Shri Sidharth Kumar Birla. Independent Directors and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Shri Amitav Kothari is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.


The Stakeholders Relationship Committee of the Company comprises of Shri H. K. Khaitan and Shri Amitav Kothari, Independent Directors and Shri S. V. Kanoria, Wholetime Director of the Company. Shri H. K. Khaitan is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.


The Nomination and Remuneration Committee of the Company comprises of Shri H. K. Khaitan, Shri Ravinder Nath and Shri G. Parthasarathy, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Shri H. K. Khaitan is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has formulated the Nomination and Remuneration Policy, which contains the matters with regard to criteria for appointment of Directors and determining Directors independence and policy on remuneration for Directors, Senior Managerial Personnel and other employees, and the same may be accessed at the Companys website at the link: http://www.kanoriachem.com/images/NomRemPol.pdf.


The Corporate Social Responsibility Committee of the Company comprises of Smt. Madhuvanti Kanoria, a Director, Shri R. V. Kanoria, Managing Director and Shri H. K. Khaitan, an Independent Director. Smt. Madhuvanti Kanoria is the Chairperson of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.


The Company acts as a good Corporate Citizen and as its philosophy always strive to conduct its business in inclusive, sustainable, socially responsible, ethical manner and to continuously work towards improving quality of life of the communities. The Company has in place a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility Policy of the Company enables it to continue to make responsible contribution towards welfare of the society.

The Company will undertake the CSR activities as are enumerated in Schedule VII of the Act. However, primarily the Companys focus will be on the following areas:

• Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation.

• Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

• Rural Development activities/projects.

• Empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens.

• Ensuring environmental sustainability and ecological balance.

The Company may also take other CSR activities as may be prescribed under the applicable statute from time to time. In addition, the Company may take such other appropriate activities for the society, from time to time, as may be thought fit by the CSR Committee and approved by the Board.

During the year, the Company has spent an amount of Rs. 0.28 million on the CSR activities against the Budget of Rs. 0.42 million. As required, an amount of Rs. 0.14 million remaining unspent on ongoing CSR Project as on 31st March 2021, has been deposited in the Unspent CSR Account opened with a scheduled bank and will be spent as per the applicable law.

The Annual Report on the CSR activities, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided as Annexure to this Report.

The CSR Policy may be accessed on the Companys website at the link: http://www.kanoriachem.com/images/Corporate-Social-Responsibility-Policy.pdf


The Risk Management Committee of the Company comprises of Shri R. V. Kanoria, Managing Director, Shri S. V. Kanoria, Wholetime Director, Shri H. K. Khaitan, Independent Director, Shri N.K. Nolkha - Group Chief Financial Officer and Shri Ranjeet Singh, Chief Executive - Chemicals Business. Shri R. V. Kanoria is the Chairman of the Committee. The terms of reference of the Committee have been provided in the Corporate Governance Report.


The Companys management systems, organizational structures, processes, codes of conduct together form the basis of risk management system that governs and manages associated risks. The Risk Management Committee of the Company assesses the significant risks that might impact the achievement of the Companys objectives and develops risk management strategies to mitigate/minimise identified risks and designs appropriate risk management procedures. The Board does not foresee any risk which may threaten the existence of the Company.


Management Discussion and Analysis is a part of the Annual Report.


APAG Holding AG, Switzerland ("APAG") is the subsidiary of the Company. APAG Elektronik AG, APAG Elektronik s.r.o, CoSyst Control Systems GmbH, APAG Elektronik LLC and APAG Elektronik Corp. the wholly owned subsidiaries of APAG are the step-down subsidiaries of the Company. Kanoria Africa Textiles Plc, Ethiopia ("KAT"), another subsidiary of the Company became the wholly owned subsidiary of the Company on 19th March 2021.

APAG CoSyst electronic control systems is in the business of electronics and lighting systems primarily for the automotive and industrial. It has begun to see the results of its expansion and initiatives from the prior years. The setbacks caused by the Covid -19 pandemic, accentuated by the unprecedented global shortage of semiconductors affected capacity utilisation. The gestation period for the Canadian plant has got prolonged.The semiconductor shortage shows no signs of abating, however, constant vigilance and quick response to the evolving situation has helped APAG in maintaining its customers and markets. The order book is very healthy and as the situation of raw material shortage improves the prospects look very bright.

The Companys integrated denim manufacturing unit in Ethiopia, Africa operates through its subsidiary company Kanoria Africa Textiles plc ("KAT") incorporated in Ethiopia.

KAT has shown improved performance during the year. Per unit realisation on sale of fabrics has shown considerable improvement. The production and efficiencies have also reached consistent levels as skill levels of workers has improved. Reduced labour turnover and reducing absenteeism is also contributing to stabilisation of production. KAT has been able to overcome a lot of its initial challenges. It has recruited a large number of local graduate engineer trainees

who are being trained to be future managers. Bottle necks in fabric production have been largely taken care of removed with addition of required balancing equipments.

KATs garment division, started recently, has had a positive impact primarily in value addition and in leveraging the labour arbitrage in what is largely labour intensive. Efficient production of garments is contingent upon training the workforce and is expected to reach the desired efficiency level by the end of the year 2021-22.

The Ethiopian Government is proactively working to promote textile as priority sector and many foreign investors are investing in Ethiopia. Many multinational fashion and apparel brands have opened their offices for sourcing in Ethiopia. The country is seen as the next textile hub for supply of textiles and apparel to the US and EU markets. Ethiopia enjoys duty free access to the US under African Growth & Opportunity Act (AGOA), to the EU under Everything But Arms (EBA) and to many other countries as it has Least Developed Country (LDC) status. The new treaty AfCFTA for Africa continent will give access to the entire African continent as a duty free market.

A report on the financial position of the subsidiaries of the Company, as per the Companies Act, 2013, is provided in the Annual Report and hence, the same is not repeated here for the sake of brevity.

The Policy for determining Material Subsidiaries as approved by the Board may be accessed on the Companys website at the link: http://www.kanoriachem.com/images/MatSub.pdf.


Details of investments made, loans given, guarantees given and securities provided as covered under the provisions of Section 186 of the Act are given in the Note Nos. 6 and 38 of the Standalone Financial Statements.


All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. None of the transactions with any of the related parties were in conflict with the Companys interest. The Company had not entered into any transaction with related parties during the year which could be considered material, in terms of materiality threshold for the related party transactions.

During the financial year, there was no contract entered into with any person or entity belonging to the Promoter/Promoter Group which holds 10% or more shareholding in the Company.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link: http://www.kanoriachem.com/images/RelPar.pdf.


There has been no change in the nature of business of the Company.


The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. In compliance with provisions of Section 177(9) of the Act and the Listing Regulations, the Company has in place a Whistle Blower Policy for its Directors, employees and any other stakeholder to report concerns about unethical behaviour, actual or suspected fraud or violation of applicable laws and regulations and the Companys Codes of Conduct or policies and leak or suspected leak of unpublished price sensitive information of the Company. The concerns may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be reported to the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. During the year under review, no employee was denied access to the Audit Committee.

The Whistle Blower Policy of the Company may be accessed on the Companys website at the link: http://www.kanoriachem.com/images/WBFtpdf.


The Company adheres to good governance practices. Corporate Governance at KCI extends to all stakeholders and is embodied in every business decision. The Company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law in letter and spirit. While Management Discussion and Analysis Report that is an annexure to the Directors Report, appears in the Section titled the Year in Review in the Annual Report, the Corporate Governance Report and the Certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance are annexed hereto and form a part of the Directors Report.

There is a conscious effort to ensure that the values enshrined in the Codes of Conduct for the Directors and Senior Management Personnel and the Employees respectively, are followed in true spirit across all levels of the Company.


Business Responsibility Report is a part of the Annual Report.


The extract of Annual Return of the Company as on the financial year ended 31st March 2021 is given in Form no. MGT- 9 as an Annexure to this Report.


As per the provisions of Section 139 of the Act, M/s. J K V S & CO, Chartered Accountants (Firm Registration No. 318086E) were appointed, at the 57th Annual General Meeting of the Company held on 4th September, 2017, as the Statutory Auditors of the Company for a term of 5 years commencing from the conclusion of the 57th AGM till the conclusion of the 62nd AGM. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Act.

The Auditors Report for the financial year ended 31st March 2021 does not contain any qualification, reservation or adverse remark.


During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.


Pursuant to Section 148 of the Act, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s N. D. Birla & Co., Cost Accountants (Firm Registration No. 000028), Ahmedabad, as the Cost Auditors for conducting the audit of the cost records of the Company for the financial year ending on 31st March 2022, at a remuneration of Rs. 1,60,000/- (Rupees One Lakh Sixty Thousand only) plus applicable taxes and reimbursement of travelling and other incidental expenses to be incurred in the course of cost audit.


Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Vinod Kothari & Co., Practising Company Secretaries (UIN: P1996WB042300), to conduct Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report for the financial year 2020-21 is provided as an Annexure to this Report. The Report does not contain any qualification, reservation or adverse remark.


As required under Section 134 of the Act and the rules framed thereunder, the statement containing necessary information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in the Annexure to this Report.


As required under Section 197(12) of the Act read with the Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures of remuneration and other details/particulars of the Directors and employees of the Company are provided in the Annexure to this Report.


The Company is committed to sustainable development and a safe workplace. Its approach to environment management is guided by the principle of provision of safe working environment through continuous up-gradation of technologies, prevention of pollution and conservation of resources and recycling waste.

As a result of its sustained compliance to Health, Safety, Environment and Quality standards, the Companys Alco Chemical Divisions at Ankleshwar and Vishakhapatnam are ISO 9001 (quality management systems), ISO 14001 (environment management systems and practices) and OHSAS 18001 (organizational health and safety systems) certified. Both the Divisions are also RC 14001:2015 certified for implementation of responsible care management systems, recognizing and responding to community concerns related to products and its operations. Indian Chemical Council (ICC) audited our permission for Responsible Care Logo (RC Logo) at our Ankleshwar Unit. In recognition to our performance on overall Safety, Environment management, community concerns and sustainability, the permission to use RC Logo is renewed for the next three years (from March 2021 to February 2024).

The Company has a documented Health & Safety Policy that is displayed and communicated to all employees at plant locations. With the view to achieve a Zero Accidents status, the Company has developed health and safety procedures as well as safety targets and objectives. In view of outbreak of COVID-19, all the employees are given training on the safe practices such as social distancing, usage of masks, personal hygiene, and sanitization. This has resulted in no working hour loss due to Covid-19 at any of our sites. The efficacy of the Companys commitment to safety was sorely tested in this unprecented times of the Covid-19 pandemic. The management, staff and workers rose to the occasion.

On the sustainability front the Company has formed a HAZOP team to ensure maximum safe man-hours at our manufacturing sites during operations. The company also lays thrust on renewable energy sources and solar energy.


The Companys human resource development is founded on a strong set of values. The policies seek to instill spirit of trust, transparency and dignity among all employees. The Company continues to provide ongoing internal and external training to its employees at different levels.

In concurrence with the Covid vaccination drive in the country, the Company has decided to share the medical expenses of the employees at plants level, affected by Corona virus, along with vaccines of the employees and their family members.

Industrial relations with the employees and workers across all locations of the Company continued to be cordial during the year.


To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgement and estimates have been made 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 2021 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and are operating effectively; and

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


The Company has constituted a Complaints Redressal Committee to consider and resolve sexual harassment complaints reported by women. During the year under review, no complaint was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and that there was no complaint pending at the end of the year.


The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.


During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.


Your Directors acknowledge with gratitude the commitment and dedication of the employees for their untiring personal efforts as well as their collective contributions at all levels that have led to the growth and success of the Company. The Directors would like to thank other stakeholders including lenders and business associates who have continued to provide support and encouragement.