Your Directors have pleasure in presenting the 27 Annual Report
containing the Audited Financial Statements of the Company for the Financial Year ended 31
March, 2022.
1. FINANCIAL RESULTS:
|
Performance |
For the Financial Year
ended 31/03/2022 |
For the Financial Year
ended 31/03/2021 |
|
Cane Crushed |
4,21,199 |
4,11,324 |
|
(in Metric Tonnes) |
|
|
|
Sugar Bagged |
3,87,796 |
3,80,990 |
| Operational Performance |
(in Quintals) |
|
|
|
Turnover |
27,087.24 |
29,939.16 |
|
Other Income |
1,177.25 |
4,476.24 |
|
Profit / (Loss) before Tax |
(259.92) |
1,156.39 |
|
Profit / (Loss) after Tax |
(174.10) |
1,916.36 |
| Performance Lakhs) in (Rs.
Financial |
Other Comprehensive Income |
(18.43) |
45.04 |
|
Total Profit / (Loss) |
(192.52) |
1,961.41 |
|
Earnings per Share (in Rs.) |
(0.17) |
1.73 |
2. PERFORMANCE:
During the Financial Year under review your Company has recorded a
Turnover of Rs.27,087.24 Lakhs (Previous Year Rs.29,939.16 Lakhs). The Profit /
(Loss) before Finance Cost and Depreciation is Rs. 2,131.49 Lakhs. Profit / (Loss) before
Tax is Rs.(259.92) Lakhs. After reversal of Deferred Tax, the Profit / (Loss) after Tax is
Rs.(174.10) Lakhs.
3. DIVIDEND:
The Board of Directors recommends a dividend of Re.0.10/- per Equity
Share of Face Value of Re.1/- each in the Paid-up Share Capital of the Company for the
year ended 31/03/2022 same as the previous year. The dividend recommended, if approved by
the Shareholders at the ensuing Annual General Meeting will be paid by the Company within
the stipulated time.
4. SHARE CAPITAL AND RESERVES:
The Share Capital of the Company is Rs.1,133.85 Lakhs. During the year
under review, your Company has not issued any type of Shares. Hence, there is no change in
the share capital of the Company.
The total Reserves and Surplus stood at Rs.25,596.67 Lakhs as on
31/03/2022 as against
Rs.25,902.58 Lakhs as on 31/03/2021.
5. SUBSIDIARY COMPANIES:
_
Your Company has two Wholly-Owned Subsidiaries, viz, The Eimco - K.C.P.
Limited and KCP Sugars Agricultural Research Farms Limited. Both the Wholly-Owned
Subsidiaries are Unlisted Companies. The Eimco - K.C.P. Limited is a Material Subsidiary
of the Company, in terms of Regulation 16 (1) (c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There has been no material change in the
nature of business of the Subsidiaries.
There is no Associate Company in relation to the Company.
A Statement containing Salient Features of the Financial Statements of
the Subsidiary Companies
in Form AOC 1 is annexed hereto as Schedule - I.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
_
A comprehensive discussion and analysis of the outlook of Industry and
the financial and operational performance of the Company is contained in the Management
Discussion and Analysis Report, annexed hereto as Schedule - II.
7. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 (3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance
along with the Compliance Certificate confirming the compliance of conditions of Corporate
Governance given by the Statutory Auditor of the Company is annexed hereto as Schedule
- III.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo, as required under Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
hereto as Schedule IV.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The details of CSR Policy of the Company and the measures / activities
taken by the Company on CSR during the Financial Year under review, as required under Rule
8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed hereto
as Schedule V.
10. DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES:
Disclosure as required under Section 197 (12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 relating to details of remuneration of directors and certain
employees, is annexed hereto as Schedule VI. The remuneration paid to the
Directors and Key Managerial Personnel is as per the Nomination and Remuneration Policy of
the Company.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year, all the related party transactions entered
by the Company were normal business transactions in the ordinary course of business and on
arms length basis and there were no transactions requiring approval of the Shareholders.
However, prior approval of the Audit Committee was sought for entering into the Related
Party Transactions as required under Companies Act, 2013 read with rules made thereunder
and Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the details of Related
Party Transactions entered into by the Company pursuant to each of the omnibus approvals
given are also placed before the Audit Committee for its review on a quarterly basis.
During Financial Year 2021 - 2022, there were no material related party transactions in
terms of Regulation 23 of the SEBI Listing Regulations, 2015.
Pursuant to Section 134 (3) (h) of the Companies Act, 2013 and Rule 8
(2) of the Companies (Accounts) Rules, 2014, Disclosure of Particulars of Contracts /
Arrangements entered into by the Company with the related parties in terms of Section 188
(1) of the Companies Act, 2013 in Form AOC - 2, is annexed hereto as Schedule VII.
12. SECRETARIAL AUDIT:
The Board of Directors of the Company in its Meeting held on
09/06/2021, appointed Ms. Jayashree S Iyer, Practising Company Secretary as Secretarial
Auditor for the Financial Year 2021 - 2022.
In pursuance of Section 204 of the Companies Act, 2013, the Secretarial
Audit Report of the Company, is annexed hereto as Schedule VIII.
The Secretarial Audit Report for the Financial Year 2021 - 22 does not
contain any adverse remark, qualification or reservation or disclaimer which requires any
explanation / comments by the Board. The Secretarial Audit Report is forming part of this
Annual Report.
13. SECRETARIAL STANDARDS:
Pursuant to Section 118 (10) of the Companies Act, 2013, the Company
observes Secretarial Standards with respect to General and Board Meetings, prescribed by
the Institute of Company Secretaries of India.
14. ACCOUNTING STANDARDS:
The Company adheres to the Accounting Standards as applicable to it and
there are no deviations, in this respect.
15. UNCLAIMED SUSPENSE ACCOUNT:
| Particulars of Unclaimed Shares |
No. of Shareholders |
*No. of Shares |
| Aggregate Number of Shareholders and the
Outstanding Shares in the Suspense Account lying as on 01/04/2021 |
8 |
6670 |
| Number of Shareholders who approached the
Company for transfer of Shares from Suspense Account during the period. |
Nil |
Nil |
| Number of Shares transferred from Unclaimed
Securities Suspense Account to Investor Education and Protection Fund during the period |
1 |
900 |
| Aggregate Number of Shareholders and the
Outstanding Shares in the Suspense Account lying as on 31/03/2022 |
7 |
5770 |
*The voting rights on these shares (mentioned above) remain frozen till
the rightful owner of such
shares claims the shares.
16. DIVIDEND DISTRIBUTION POLICY:
The objective of the Dividend Distribution Policy is to ensure right
balance between the quantum of dividend paid and amount of profits to be retained in the
business for various purposes. Towards this objective, the following key parameters are
considered for declaration of dividend:
(i) Internal Factors (Financial Parameters):
O Net Operating Profit after Tax; O Working Capital Requirements; O
Capital Expenditure Requirements; O Cash required to meet contingencies; O Outstanding
Borrowings; and O Past Dividend Trends.
(ii) External factors:
O Statutory requirements under applicable law for the time being in
force; and O Dividend Payout Ratios of companies in the same Industry.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AS REQUIRED UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
_
No loan / guarantee / investment is given / made by the Company, in
terms of Section 186 of the Companies Act, 2013 during the Financial Year 2021 -
2022.
18. CASH FLOW STATEMENT:
In compliance with the provisions of Section 134 of Companies Act, 2013
and Regulation 34 (2) (c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Cash Flow Statement for the financial year ended 31 March,
2022 forms part of this Annual Report.
19. MATERIAL CHANGES AND COMMITMENT:
There is no change in the nature of business of the Company during the
Financial Year under review. There are no material changes or commitments affecting
the financial position of the Company occurred between the end of the financial
year (31/03/2022) and the date of Directors Report.
20. BOARD MEETINGS:
The Board of Directors met 5 (five) times during the financial year
ended 31 March, 2022 i.e., 09/06/2021, 28/06/2021, 11/08/2021, 10/11/2021 and 10/02/2022.
The gap between the Board meetings was within the maximum period
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and as amended and notified from time to
time.
Detailed statement of attendance of directors at the Board Meetings and
other meeting of all Committees held during the financial year ended 31 March, 2022
are given in the Corporate Governance report which is forming part of this Annual
Report.
21. PASSING OF RESOLUTION BY CIRCULATION:
During the financial year, there were resolutions passed by the Board
of Directors, through circulation. The board confirms that the resolutions have
complied with the provision of Section 175 of Companies Act, 2013 and rules and
amendments made thereunder from time to time.
22. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. CHANGE IN DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND
RESIGNATION
i. Retirement by Rotation and Re-appointments
Pursuant to Section 152 (6) (c) of Companies Act, 2013, Ms.Irmgard
Velagapudi, Director of the Company who retires by rotation and being eligible for re-
appointment, offers herself for re- appointment as a Director of the company and the same
is being placed before the 27 Annual
General Meeting for approval of shareholders of the Company.
ii. Re-Appointment of Mr.K.R.Adivarahan as an Independent Director:
Mr.K.R.Adivarahan Independent Director of the Company holds office upto
the date of the ensuing 27 Annual General Meeting.
The Board on the recommendation of Nomination and Remuneration
Committee recommends the re-appointment of Mr.K.R.Adivarahan as an Independent
Director for the second term from conclusion of ensuing Annual General Meeting till
the conclusion of 32 Annual General Meeting.
A written consent to act as Director and also a Declaration that the
criteria of independence as provided in section 149 (6) of the Companies Act, 2013
are met and compliance with Regulation 25 of SEBI (LODR) Regulations, 2015 have
been obtained from Mr. K.R.Adivarahan.
iii. Re- Appointment of Ms. Kiran Velagapudi, as Executive Director:
The term of office of Ms. Kiran Velagapudi, as Executive Director, ends
on 28/07/2022 and the Board on the recommendation of Nomination and Remuneration
Committee has approved her re - appointment for a period of five years from 29/07/2022,
being not liable to retire by rotation, subject to the approval of Shareholders at the
ensuing 27 Annual General Meeting.
The Board recommends the above appointments/ reappointments and
accordingly respective resolutions seeking approval of members for their
reappointments has been included in the Notice for the forthcoming 27 Annual
General Meeting along with their brief profiles.
23. AUDIT COMMITTEE:
Pursuant to Section 177 (8) of Companies Act 2013, the Company has
constituted an Audit Committee. The particulars of composition of the Audit Committee,
meetings held during the year and other particulars have been detailed in the
Corporate Governance Report forming part of this Annual Report.
_
24. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT
ACCEPTED BY THE BOARD ALONG WITH REASONS:
The Audit Committee generally makes certain recommendations to the
Board of Directors of the Company during their meetings held to consider any financial
results (Unaudited and Audited) and such other matters placed before the Audit Committee
as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time. During the year the Board of Directors
has considered all the recommendations made by the Audit Committee and has accepted and
carried on the recommendations suggested by the Committee to its satisfaction. Hence,
there are no recommendations which were unaccepted by the Board of Directors of the
Company during the year under review.
25. STATUTORY AUDITOR:
M/s. Suri & Siva, Chartered Accountants (FRN: 004284S), who were
appointed as Statutory Auditor for a period of 5 years till the conclusion of the 27
Annual General Meeting (AGM), will retire at the conclusion of the AGM scheduled on
28/09/2022, in line with the provisions of the Companies Act, 2013 for retirement of
auditors by rotation.
In view of this, the Board of Directors have recommended the
appointment of M/s. B.Purushottam & Co., Chartered Accountants, Chennai (FRN:
002808S), as Statutory Auditor of the Company for a period of 5 years for shareholders
approval at the 27 AGM. The Company has received consent from M/s. B.Purushottam &
Co., Chartered Accountants, Chennai to serve as Statutory Auditor of the Company, if they
are so appointed. They have also furnished necessary certificate under Section 139
of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules,
2014 conveying their eligibility for appointment of statutory auditors of the
Company.
Directors place on record their sincere appreciation of the valuable
services rendered by M/s.Suri & Siva, Chartered Accountants, Chennai during
their tenure as Statutory Auditors.
26. COST AUDIT :
The Company is required to maintain Cost Records, in terms of Section
148 (1) of the Companies Act, 2013 and the Company maintains such Cost Records, in
terms of applicable law. The Cost Auditor, M/s.SRR & Associates for the
Financial Year 2021 - 2022, had conducted Cost Audit of Products of the Company
such as Sugar, Electricity, Industrial Alcohol, Bio-Fertilisers, Calcium Lactate,
Carbon dioxide at Vuyyuru, Krishna District, Andhra Pradesh. The Cost Audit Reports are
duly filed with the Ministry of Corporate Affairs.
The Board of Directors of the Company based on the recommendation of
Audit Committee, has appointed M/s.SRR & Associates, Cost Accountants, Chennai
(FRN 000992) as Cost Auditor of the Company for conducting Cost Audit for the
Financial Year ending 31/03/2023.
In terms of Section 148 read with Section 141 of the Companies Act,
2013, M/s.SRR & Associates has confirmed that the Firm satisfies the
eligibility conditions, prescribed therein and not disqualified in any way for
appointment as Cost Auditor of the Company. The said Firm has also given a Certificate
on its independence and arms length relationship with the Company.
27. INTERNAL AUDIT :
Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had
appointed G. Natesan & Co., Chartered Accountants (FRN: 002424S) as Internal Auditor
of the Company to conduct internal audit for the Financial Year 2021 - 2022. The
Internal Auditor has submitted his reports to the Audit Committee and Board of Directors
of the Company, periodically.
28. CREDIT RATINGS:
CARE Ratings Limited has given the Credit Ratings of your Company as CARE
A-; Negative (Single A Minus; Outlook: Negative) for Long Term Bank Facilities, CARE
A2+ (A Two Plus) for Short Term Bank Facilities and CARE A-; Negative
(Single A Minus; Outlook: Negative) for Fixed Deposit Programme.
29. ISO CERTIFICATION:
Your Company continued to be certified with ISO 14001:2015, ISO
9001:2015 and OHSAS
45001:2018 for manufacture of sugar and derivatives thereof, distillery
products, calcium lactate, bio-fertilizers, solid and liquid carbon dioxide,mycorrhiza,
cogeneration of electricity and associated activities by Lloyds Register Quality
Assurance Limited.
30. FIXED DEPOSITS :
As on 31/03/2022, the amount of Deposits held by the Company stands at
Rs.6,705.46 Lakhs (including Unclaimed Deposits) as against Rs.6,879.38 Lakhs as on
31/03/2021. Deposits accepted during the Financial Year under review is Rs.609.00 Lakhs.
As at 31/03/2022, the Matured and Unclaimed Deposits stands at Rs.117.05 Lakhs in respect
of 99 Deposits. As on the date of this Directors Report, amount of Matured and Unclaimed
Deposits is Rs.98.90 Lakhs.
31. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act, 2013 ("the
Act") read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed
dividends are required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government, after completion of seven
consecutive years from the date of transfer of such amount to unpaid dividend account.
Further, according to the Rules, the shares in respect of which dividend has not been paid
or claimed for seven consecutive years or more shall also be transferred to the demat
account of IEPF Authority.
During this year 12,23,211 shares in respect of unclaimed dividend and
dividend amount of Rs.35,47,761 pertaining to the year 2013 - 14 were liable to be
transferred to the IEPF authority and your Company has duly complied with the
requirements.
As regards unpaid deposits, an amount towards interest of Rs.2,51,177
was transferred to the IEPF authority during the year under review.
Further, Members / claimants whose shares, and / or unclaimed dividend
which have been transferred pertaining to the earlier financial years to the IEPF Demat
Account or the Fund, as the case may be, may claim the shares or apply for refund of
dividend by making an application to the IEPF Authority in Form IEPF-5 (available on
http://www.iepf.gov.in) along with requisite fee as prescribed by the IEPF Authority from
time to time.
32. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, the Directors of your Company state as follows:
(a) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that there were no material departures
there-from;
(b) that the Directors had 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 at the
end of the financial year, 31/03/2022 and of the Profit of the Company for that period;
(c) that the Directors had 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) that the Directors had prepared the Annual Accounts on a going
concern basis;
(e) that 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;
(f) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
33. ACKNOWLEDGEMENT :
Your Directors would like to take this opportunity to express their
deep sense of gratitude to the Shareholders, Cane Growers, Sugar Dealers, Business
Associates, Depositors, Bankers, Institutions, Central and State Governments and
also other Regulatory Authorities for their continued support and cooperation.
Your Directors place on record their sincere appreciation for the
commitment, dedication and hard work of all the employees of the Company.
| // BY ORDER OF THE BOARD// |
|
| Place : Chennai |
VINOD R.SETHI |
|
EXECUTIVE CHAIRMAN |
| Date : 27/05/2022 |
|
|
DIN: 00106598 |
+91-9892691696
