To,
The Members
KIRI INDUSTRIES LIMITED
Your Board of Directors are pleased to present the 25th Annual Report
together with Audited Financial Statements of the Company for the Financial Year ended on March
31, 2023.
* Standalone Performance
|
|
(Rs. in Lakhs) |
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Income |
62,488.10 |
113,866.63 |
| Operational Expenses |
71,056.96 |
110,538.21 |
| Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA) |
(8,568.86) |
3,328.42 |
| Less: Finance Cost |
610.14 |
461.37 |
| Depreciation and Amortisation |
4,413.05 |
4,362.63 |
| Profit/(Loss) Before Tax |
(13,592.06) |
(1,495.58) |
| Less: Current Tax |
- |
- |
| Deferred Tax |
171.24 |
563.91 |
| Profit/(Loss) For the Period |
(13,420.82) |
(931.66) |
| Other Comprehensive Income |
50.03 |
(28.02) |
| Profit/(Loss) and Comprehensive income |
(13,370.79) |
(959.69) |
* Highlights of Standalone Operations
During the year under review, the Company has reported a total income of Rs.62,488.10
Lakhs as compared to Rs.1,13,866.63 Lakhs in FY 2021-22, which is decreased by 45% as
compared to previous financial year. The revenue has decreased mainly due to lower demand
of dyes and dyes intermediates globally. Export demand was lower during the year on
account of Russia-Ukraine War, high inflation in US and Europe, high energy cost, etc.
which leads to decline in export for the Company. Margins were impacted mainly due to
increase in raw material prices, power & fuel costs, freight & transportation
costs and substantial legal costs during the current financial year as compared to the
previous financial year.
The Company has reported negative Earnings before Interest, Tax, Depreciation and
Amortisation ("EBITDA"). The EBITDA stood at negative Rs.8,568.86 Lakhs for the
FY 2022-23 as against positive EBITDA of Rs.3,328.42 Lakhs for the FY 2021-22 mainly due
to reduction in volumes as well as prices of dyes, dyes intermediates and basic chemicals
on account of subdued demand globally.
The Company has reported loss of Rs.13,370.79 Lakhs for FY 2022-23 as against loss of
Rs.959.69 Lakhs for FY 2021-22.
The Management believes that the moderation in input costs, reduction in the
operational and fixed costs, expected higher capacity utilization through optimization of
product mix and easing of inflation should enable the Company to reclaim the EBITDA
margins and to deliver volume lead profitable growth in coming years.
? Consolidated Performance
|
|
(Rs. in Lakhs) |
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Income |
94,840.14 |
149,889.81 |
| Operational Expenses |
98,254.28 |
137,562.58 |
| Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA) |
(3,414.14) |
12,327.23 |
| Less: Finance cost Depreciation and Amortisation |
631.02 4,888.19 |
478.20 5,016.54 |
| Share of Profit of Associates |
21,161.03 |
33,585.69 |
| Profit/(Loss) Before Tax |
12,227.68 |
40,418.18 |
| Less: Tax Expenses |
1,563.19 |
1,540.84 |
| Profit/(Loss) For the Period |
10,664.48 |
38,877.34 |
| Other Comprehensive Income |
50.33 |
(33.32) |
| Profit/(Loss) and Comprehensive income |
10,714.81 |
38,844.02 |
? Highlights of Consolidated Operations
During the year under review, total income of the Company has been deceased by 36% from
Rs.1,49,889.81 Lakhs to Rs.94,840.14 Lakhs. The Company has reported negative EBITDA of
Rs.3,414.14 Lakhs for the FY 2022-23 as compared to positive EBITDA of Rs.12,327.23 Lakhs
for the previous financial year.
The Company has reported Earnings After Tax to Rs.10,714.81 Lakhs in FY 2022-23 from
Rs.38,844.02 Lakhs in FY 2021-22, which is 72% lower. In the consolidated Earnings After
Tax, Lonsen Kiri Chemical Industries Limited has contributed to Rs.5,002.14 Lakhs.
? Dividend
To conserve the resources for the future development of the Company and due to current
year losses, the Directors do not recommend any dividend on Equity Shares for the year
under review. The Dividend Distribution Policy is available on the website of the Company
i.e. www.kiriindustries.com.
? Transfer to Reserves
The Directors have decided not to transfer any amount to the General Reserve for the
year under review.
* Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013
("Act") read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any money
transferred to Unpaid Dividend Account and which remains unpaid or unclaimed for 7 (seven)
consecutive years from the date of such transfer shall
be transferred by the Company into IEPF account, established by the Government of
India. Further, the Company shall also transfer shares of members whose dividends remain
unpaid/unclaimed for a continuous period of seven years to the demat account of IEPF
Authority. During the year, there were no funds/ shares, which were required to be
transferred to IEPF Authority.
The following table provides dates on which unclaimed/unpaid dividend and their
corresponding shares would become due to be transferred to the IEPF:
| Financial Year for which dividend declared |
Type of Dividend |
Dividend Rate (%) |
Date of Declaration |
Amount of Unpaid/ Unclaimed Dividend as on 31.03.2023 |
Due Date for transfer to IEPF |
| 2018-19 |
Final |
20 |
27.09.2019 |
Rs.2,82,870/- |
27.10.2026 |
| 2019-20 |
Final |
5 |
25.09.2020 |
Rs.90,467/- |
25.10.2027 |
The Company has appointed a Nodal Officer as per IEPF Rules, the details of which are
available on the website of the Company i.e. www.kiriindustries.com.
* Subsidiaries, Associates, Joint Venture and Consolidated Financial Statements
The Company has prepared Consolidated Financial Statements in accordance with the
Indian Accounting Standards ("Ind AS") and as per Schedule III to the Act.
Except where otherwise stated, the accounting policies are consistently applied. The Board
has reviewed the affairs of the Companys subsidiaries during the year at regular
intervals.
As on March 31, 2023, there are total 6 (Six) Subsidiaries, 3 (three) Associate
Companies and 1 (one) Joint Venture Company. However, two subsidiaries namely SMS
Chemicals Co. Ltd. and Synthesis International Ltd. have ceased their operations and
therefore have not been considered in the Consolidation. In accordance with Section 129(3)
of the Act, the Company has prepared Consolidated Financial Statements of the Company and
its Subsidiary, Associates and Joint Venture, which forms part of this Annual Report. A
statement containing salient features of the financial statements of the subsidiary/Joint
Ventures/ Associates companies in Form AOC-1 is provided as "Annexure A" to
this report. During the year under review, Indo Asia Copper Limited became subsidiary of
the Company and there were no other Companies which have become or ceased to become
subsidiary, associate or joint venture of your Company.
In accordance with Section 136(1) of the Act, the audited financial statements
including consolidated financial statements of the Company alongwith all other documents
required to be attached thereto and audited accounts of the subsidiary Companies, are
available on the website of the Company at www.kiriindustries.com.
Your Company has also implemented Policy for determining Material Subsidiary as per the
requirements under Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). The said policy is
available on the website of the Company i.e. www.kiriindustries.com.
* Directors and Key Managerial Personnel
As of March 31, 2023, your Companys Board of Directors ("Board") have seven
members comprising of three Executive Directors and four Non-Executive Independent
Directors. The Board has one Women Independent Director. The details of Board and
Committees composition, tenure of Directors, areas of expertise and other details are
available in the Corporate Governance Report, which forms part of this Annual Report.
The Board of Directors report the sad demise of Mr. Pravinchandra Kiri (DIN :
00198275), founder Chairman and Whole Time Director of the Company on June 12, 2022.
As recommended by the Nomination and Remuneration Committee, the Board of Directors
have appointed Mr. Yagnesh Mankad (DIN: 03204060) and Mr. Girish Tandel (DIN: 08421333) as
Additional Directors in the capacity of Whole Time Directors of the Company w.e.f.
February 11,2023 and re-appointed Mr. Manish Kiri, Chairman & Managing Director for a
further period of 3 years w.e.f. April 01, 2023.
As required under Regulation 17(1C) of the Listing Regulations, the aforesaid
appointments were approved by the shareholders by passing requisite resolutions through
Postal Ballot on May 07, 2023.
As per the provision of Section 152(6) of the Act, Mr. Manish Kiri (DIN: 00198284),
Chairman & Managing Director, retires by rotation at the ensuing AGM and, being
eligible, offers himself for re-appointment.
The Company has received requisite Notices from the member under Section 160 of the Act
in respect of the aforesaid Director, proposing candidature for the office of Director.
The resolution for re-appointment of aforementioned Director along with his brief profile
forms part of the Notice of the 25th AGM and the resolution is recommended for
approval of members.
There was no other change in the composition of the Board of Directors and Key
Managerial Personnel during the year under review, except as stated above.
Mr. Ulrich Hambrecht, Independent Director resigned as director of the Company w.e.f.
May 30, 2023 due to his health issue.
• Auditors
• Statutory Auditors
M/s. Pramodkumar Dad & Associates, Chartered Accountants, were re-appointed as
Statutory Auditors of the Company at the 24th AGM held on September 29, 2022
for a further period of 5 years.
The Report issued by the statutory auditors on the financial statements along with the
notes to the financial statements of the Company for the financial year 2022-23 is forming
part of the Annual Report. There has been no qualification, reservation or adverse remark
or disclaimer in their Report.
• Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, M/s. V. H. Savaliya & Associates, Cost Accountants were appointed as Cost
Auditors of the Company by the Board of Directors at their meeting held on August 12, 2022
for the Financial Year 2022-23.
Your Company has maintained the cost records as prescribed under Section 148 of the Act
and rules made thereunder.
The Cost Audit Report for the financial year 2022-23, issued by the cost auditors does
not contain any qualification, reservation, adverse remark or disclaimer.
• Secretarial Auditors
Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, as amended,
M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries, were appointed as
Secretarial Auditors of the Company by the Board, at their meeting held on August 12, 2022
for financial year 2022-23. The Secretarial Audit Report in the prescribed form MR-3 is
attached herewith as "Annexure B".
The Secretarial Audit Report for the year ended on March 31, 2023 does not contain any
qualifications, reservations or adverse remarks.
* Declaration by Independent Directors and statement on compliance of Code of Conduct
During the year under review, all Independent Directors have given their declarations
stating that they meet the criteria of independence as prescribed under Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations and have also complied with the
Code for Independent Directors as prescribed in Schedule IV to the Act. In opinion of the
Board, they fulfill the conditions of independence as specified in the Act and Rules made
thereunder and the Listing Regulations. They have further declared that they are not
debarred or disqualified from being appointed or continuing as Directors of the Companies
by the SEBI/ Ministry of Corporate Affairs or any such statutory authority. In terms of
Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware
of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. In the opinion of the Board, all
the Independent Directors are persons of integrity and possess relevant expertise and
experience including the proficiency.
In terms of provisions of the Listing Regulations, the Board of Directors of the
Company have laid down a Code of Conduct ("Code") for all Board Members and
Senior Management Personnel of the Company. The Board Members and Senior Management
Personnel of the Company have affirmed compliance with the Code. The Chairman &
Managing Director of the Company has given a declaration to the Company that all Board
Members and Senior Management Personnel of the Company have affirmed compliance with the
Code. Code of Conduct for Board Members and Senior Management Personnel is available on
the website of the Company at www.kiriindustries.com.
* Meetings of the Board, Committees & Compliance to Secretarial Standards
During the year under review, 4 (Four) Meetings of Board of Directors were held on May
30, 2022, August 12, 2022, November 09, 2022 and February 11, 2023.
Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations,
separate Meetings of the Independent Directors of the Company were held on June 13, 2022
and February 11, 2023.
Details of Composition and meetings of various committees held during the year are
provided in Corporate Governance Report, which is forming part of this report.
During the year under review, the Company has complied with the provisions of
Secretarial Standard on Board Meetings (SS-1) and Secretarial Standard on General Meetings
(SS-2).
* Listing Fees
The Equity Shares of your Company are listed and actively traded on the BSE Limited
(BSE) and the National Stock Exchange of India Limited (NSE). The Company had paid Annual
Listing fees to both the stock exchanges for the Financial Year 2023-24 within the
stipulated time.
* Changes in Capital Structure
There was no change in the Capital Structure of the Company during the year under
review.
* Board Evaluation
The Nomination and Remuneration Committee and the Board have laid down the process and
criteria for annual performance evaluation of the Board, its Committees and individual
directors. The Board has carried out an evaluation of its own performance, Committees and
individual directors in compliance with the provisions of the Act and Listing Regulations.
The evaluation process covered aspects such as Board structure and composition,
frequency of Board Meetings, participation in the long term strategic planning,
contribution to and monitoring of corporate governance practices and the fulfilment of
Directors obligation and fiduciary responsibilities, including but not limited to active
participation at the Board and Committee meetings. The Board has reviewed the performance
of the Board as a whole, its Committees and individual directors taking into account
feedback of the Nomination and Remuneration Committee and the Independent Directors, which
includes the evaluation of the Chairman and Non- Independent Directors of the Company.
* Remuneration of Directors and Employees
A Statement pursuant to Section 197 of the Act read with Rule 5 of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure
C".
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this report. However, the said
statement is not being sent along with this Annual Report to the members in line with the
provisions of Section 136 of the Act. The same is open for inspection at the Registered
Office of the Company. The Copies of this statement may be obtained by the members by
writing to the Company Secretary.
* Policy on Directors Appointment and Remuneration
The Companys policy on directors appointment and remuneration and other matters as
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which is a part of this report and is also available on website of the Company
i.e. www.kiriindustries.com.
* Familiarisation Programme for Directors
The Company believes that a Board, which is adequately informed/familiarised with the
Company and its affairs can contribute significantly to effectively discharge its
fiduciary duty as director of the Company and that fulfils stakeholders aspirations and
societal expectations. In this regard, the Directors of the Company are updated on
changes/developments in the domestic/global industry scenario in the sector which affect
the business of the Company, to enable them to take well informed and timely decisions.
The details of familiarization programmes have been disclosed on the Companys website
i.e. www.kiriindustries.com.
* Directors Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, with respect to Directors
Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) 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 and of
the loss of the Company for that period;
c) the Directors had 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;
d) the Directors had prepared the annual accounts for the year ended March 31, 2023 on
a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
* Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size and nature of
its business operations. The Company has appointed an external audit firm for internal
audit of the Company. The Internal Auditor reviews the adequacy of internal control system
in the Company and its compliance with operating systems and policies & procedures.
Based on the report of internal auditor, the account department undertakes corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee on
quarterly basis.
The details in respect of internal financial control and their adequacy are also
included in the Management Discussion and Analysis Report, which is a part of this report.
* Deposits from public
During the year under review, the Company has not accepted any deposits from public
within the meaning of Section 73 to 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 or any other applicable provision(s), if any.
* Details of Loans, Investments and Guarantees
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are provided in the note no. 3, 4, 12 and 43 to the Standalone Financial
Statements of the Company for the year ended March 31, 2023.
* Related Party Transactions
All related party transactions entered into during FY 2022-23 were on arms length
basis and in the ordinary course of business and were reviewed and approved by the Audit
Committee and are in compliance with the applicable provisions of the Act and the Listing
Regulations.
With a view to ensure continuity of day-to-day operations, an omnibus approval is
obtained for related party transactions which are of repetitive nature and entered in the
ordinary course of business and on an arms length basis. A statement giving details of
all related party transactions entered pursuant to the omnibus approval so granted is
placed before the Audit Committee on a quarterly basis for its review. The specific
related party transactions has also been approved by the Audit Committee as and when
required.
Since all related party transactions entered into by the Company were in ordinary
course of business and were on arms length basis, Form AOC-2 is not applicable to the
Company. The details of the transactions with Related Party are provided in the note no.
40 to standalone audited financial statements in accordance with the Accounting Standards.
Members at their 24th AGM have approved the material related party
transactions with Lonsen Kiri Chemical Industries Limited, a Joint Venture Company in
which Chairman & Managing Director of the Company is also interested. Other than this,
there are no materially significant related party transactions entered into by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company or which requires the approval of the members.
In terms of Regulation 23 of the Listing Regulations, the Company submits details of
related party transactions on a consolidated basis as per the specified format to the
stock exchanges on a half-yearly basis.
An abridged policy on related party transactions is available on the website of the
Company i.e. www.kiriindustries.com.
* Conservation of energy, research and development, technology absorptions and foreign
exchange earnings and outgo
The relevant information on conservation of energy, technology absorption, foreign
exchange earnings & outgo as required to be disclosed in terms of Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report
as "Annexure D".
* Risk Management
The Company has a Risk Management framework in place to identify, assess, monitor and
mitigate various risks to the business.
This framework seeks to minimize adverse impact on the business objectives and enhance
the Companys competitive advantage. The framework also defines the risk management
approach across the Company at various levels. Risk Management Committee reviews the
process of risk management.
The details of the Committee and meetings held during the financial year 2022-23 and
its terms of reference are provided in the Corporate Governance Report. The Risk
Management Policy of the Company is available on the website of the Company
www.kiriindustries.com.
* Vigil Mechanism (Whistle Blower Policy)
As per the provisions of Section 177 of the Act and Regulation 22 of the Listing
Regulations, the Company has devised a vigil mechanism named Whistle Blower Policy for
escalating system of ethical concerns etc. and to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is available on the
website of the Company at www.kiriindustries.com and also given in the Corporate
Governance Report.
* Composition of Committees
The Company has 5 (Five) Committees namely Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee
and Risk Management Committee. A detailed note on the composition of the board and other
committees are provided in the Corporate Governance Report.
* Audit Committee
As required under Section 177(8) of the Act and the Listing Regulations, the
composition of the Audit Committee is mentioned herein below:
| Name of Member |
Designation |
| Mr. Keyoor Bakshi |
Chairman to the Committee |
| Mr. Manish Kiri |
Member |
| Mr. Mukesh Desai |
Member |
| Ms. Veena Padia |
Member |
During the year, all the recommendations made by the Audit Committee were accepted by
the Board.
* Corporate Social Responsibility Committee
Pursuant to Section 135 of the Act, the Company has constituted Corporate Social
Responsibility Committee ("CSR Committee") comprising of following members:
| Name of Member |
Designation |
| Ms. Veena Padia |
Chairperson to the Committee |
| Mr. Pravin Kiri* |
Member |
| Mr. Manish Kiri |
Member |
| Mr. Mukesh Desai |
Member |
*Cessation w.e.f. June 12,2022 due to demise.
The Company has always been committed to the cause of social service and has repeatedly
channelized its resources and activities, which positively affects the society socially,
ethically and environmentally. Your Company has taken up various Corporate Social
Responsibility ("CSR") initiatives and enhanced value in the society.
The Company has formulated CSR Policy which encompasses its philosophy and guides its
sustained efforts for undertaking and supporting socially useful programs for the welfare
& sustainable development of the society.
The brief outline of the CSR policy and the initiatives undertaken by the Company on
CSR activities during the year under review are set out in "Annexure E" of
this report as per the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. For further details regarding the CSR Committee, please refer to the
Corporate Governance Report. The CSR Policy is available on the website of the Company
i.e. www.kiriindustries.com.
* Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Other
Employees:
As prescribed under Section 178 of the Act and Regulation 19 of the Listing
Regulations, the Company has adopted Nomination and Remuneration policy for Directors
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director, which is available on the website of the Company
i.e. www.kiriindustries.com. The relevant information as per Regulation 19 of the Listing
Regulations is available in the Corporate Governance report.
* Human Resource Development
Your Company believes that Human Resources play a vital role in achieving its long term
corporate goal and it has always remained one of the most important assets and a key
variable in achieving operational performance. Hence, the Company continues to invest on
hiring the best talent from other industries, developing and retaining the available
talent to ensure a sustainable talent supply within the organization.
The Company continues to provide them with a safe and comfortable working environment.
The Company provides various opportunities to the employees to develop their skills to
take up higher responsibilities in the organization.
* Corporate Governance & Management Discussion and Analysis Report
As prescribed under Regulation 34(3) read with Schedule V of the Listing Regulations, a
separate section
on corporate governance practices implemented by the Company, along with the Compliance
Certificate from the Secretarial Auditors regarding compliance of conditions of corporate
governance as stipulated in Listing Regulations are set out in "Annexure F" to
this Annual report.
The Management Discussion and Analysis Report on the industry and business operations
of the Company, as required under the Listing Regulations are set out in "Annexure
G" of this Report.
* Business Responsibility and Sustainability Report (BRSR)
Pursuant to Regulation 34 of the Listing Regulations, top 1,000 listed entities based
on market capitalization shall require to submit Business Responsibility and
Sustainability Report (BRSR). Accordingly, BRSR is annexed to this report as "Annexure
H".
* Annual return
As required under Section 92 and 134 of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014, Annual Return as on March 31, 2023 is
available on the website of the Company at www.kiriindustries.com.
* Disclosure
As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is
available on the Companys website i.e. www.kiriindustries.com.
The details in respect of compliances with provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder is available on the Companys website i.e. www.kiriindustries.com.
The Company has adopted a Code of Conduct to regulate, monitor and report trading by
insiders which prohibits trading in securities of the Company by directors and designated
persons while in possession of Unpublished Price Sensitive Information in relation to the
Company. The said code is available on the website of the Company at
www.kiriindustries.com.
During the year under review, the Company has complied with Secretarial Standards as
applicable to the Company.
* Material Changes
There have been no material changes and commitments affecting the financial position of
the Company between the end of financial year to which the financial statements relate and
date of this report.
* Significant and Material orders passed by the Regulators or Courts
During the financial year, no significant or material orders were passed by any
Regulatory/Statutory Authorities or the Courts or Tribunals which would impact the going
concern status of the Company and its future operations.
* Details in respect of frauds reported by Auditors other than those which are
reportable to the Central Government
During the financial year, the Statutory Auditors, Cost Auditors or Secretarial
Auditors of the Company have not reported any frauds to the Audit Committee or to the
Board of Directors as prescribed under Section 143(12) of the Act and rules made
thereunder.
* Updates on court case in Singapore
In the matter of DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar"),
where the Company holds 37.57% equity stake, the Company has been very successful and has
won against Senda International Capital Limited ("Senda"), a wholly owned
subsidiary of Longsheng Group wherein on March 03, 2023, Singapore International
Commercial Court ("SICC") crystallized and decided the final valuation of the
Companys stake at US$603.8 million which is increased by US$122.2 million, 25% higher
than the earlier determined valuation of US$481.6 million after giving an effect of the
decision of the Court of Appeal which is Supreme Court of Singapore dated July 06, 2022.
Senda has failed to make payment of the legal cost amount awarded to the Company and
failed to comply within deadlines given which is January 20, 2023. The company has filed a
writ of seizure and sale of Senda shares held in DyStar to the extent of recovery of legal
costs awarded to Kiri by SICC as well as the Supreme Court of Singapore. The sheriff
office of Singapore Supreme Court took possession of Senda shares held in DyStar to the
extent of legal cost amount.
The Company has also commenced examination of judgment debtor proceedings in SICC in
relation to cost orders made in Kiris favour. The Company has applied to examine Mr. Ruan
Weixiang, (The Chairman of Zhejiang Longsheng Group, the Chairman of DyStar, and former
director of Senda), and Ms. Fan Jing (current director of Senda) for information on
Sendas assets. The Company is currently taking steps to effect service of the relevant
court documents on Mr. Ruan Weixiang and Ms. Fan Jing.
Recently on July 25, 2023 the Company has filed an Alternate Relief Application with
SICC for enforcement of Valuation Judgement and recover US$603.80 million determined by
SICC vide its judgement dated March 03, 2023, wherein it has applied to SICC for making
Senda and DyStar jointly and severally liable to complete the buy-out, wherein:
(a) DyStar to complete purchase of 17.57% of the equity of DyStar from Kiri at
US$282.37 million within one month of the date of Court Order, thereafter Senda and/or
DyStar buy balance 20% of equity of DyStar from Kiri at US$321.47 million within four
months of the date of Court Order, for which a receiver be appointed by the Court for
limited purpose of executing the share purchase by DyStar;
(b) In the event Senda and DyStar fail to comply with the order of the Court, DyStar
should be wound up by Court and pay the buy-out order amount of US$603.80 million and all
interest and legal expenses in priority to Senda from liquidation of DyStars assets;
(c) Senda shall be liable to pay interest on the Final Purchase Price from April 03,
2023 at 14.85% per annum (or any alternative interest rate determined by the SICC until
the completion of the purchase of Kiris shareholding in DyStar or until Kiri receives the
full amount of the Final Purchase Price, whichever is later.
(d) Senda be restrained from transferring, charging, or otherwise dealing with its
shares in DyStar until full payment of the Final Purchase Price, and all interest and
legal costs, to Kiri;
(e) DyStar shall be liable to pay:
(i) Interest at 14.85% per annum (or any alternative interest rate determined by SICC
on the amount of US$282.37 million, from the date on which the purchase should be
completed in accordance with point (a) above until the date of completion of the purchase
of 17.57% of Kiri s shareholding in DyStar or until the Kiri receives the purchase price
of US$282.37 million, whichever is later; and
(ii) Interest at 14.85% per annum (or any alternative interest rate determined by SICC)
on the further amount of US$321.43 million, from the date on which the purchase should be
completed in accordance with point (a) above until the date of completion of the purchase
of 20% of Kiris shareholding in DyStar or until Kiri receives the purchase price of
US$321.43 million, whichever is later.
? Acknowledgement
The Board takes this opportunity to sincerely thanks all its stakeholders,
shareholders, customers, legal advisors, suppliers/contractors, employees, Government
agencies, local authorities and the immediate society for their un-stinted support and
co-operation during the year.
| For and on behalf of the Board of Directors |
|
|
Manish Kiri |
| Place: Ahmedabad |
Chairman & Managing Director |
| Date: August 11, 2023 |
DIN: 00198284 |
+91-9892691696
