To
The Members,
Your Directors have pleasure in presenting the 11th Annual Report of your
Company together with the Audited Financial Statement for the Financial Year ended 31st
March, 2023.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
| Income from Operations |
1,23,674.38 |
44,752.63 |
| Gross Receipts (including other Income) |
1,23,751.33 |
44,763.97 |
| Less: Total Expenditure including interest |
1,23,526.61 |
44,561.82 |
| Profit/(Loss) before taxation for the year |
224.72 |
202.15 |
| Less: Current tax Expenses |
35.96 |
40.82 |
| Less: Deferred Tax Liability/Asset |
64.36 |
42.25 |
| Less: Earlier years |
5.16 |
0.00 |
| Profit/(Loss) after taxation for the year |
119.24 |
119.08 |
2. OPERATIONS
As on 31st March 2023, the operating capacity of the Company was 11 MW,
consisting of 3.4 MW of Solar plants and 7.6 MW of Wind plants.
There was no change in the nature of business of the Company during the financial year
ended 31st March 2023.
3. PERFORMANCE OF THE COMPANY:
During the year, the Company has earned income of Rs. 1,23,751.33 Lakhs (Previous year
Rs. 44,763.97 Lakhs). After providing for expenditure and tax the Company has earned Net
profit of Rs. 119.24 Lakhs (Previous year company earned Net profit of Rs. 119.08 Lakhs).
4. DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY
The company does not have any holding, subsidiary, associate or joint venture company.
5. CHANGE IN NATURE OF BUSINESS
During the year, there was no change in the nature of business of the company. The
Company has expanded its business operations and the same is detailed under the head
"Operations".
6. DIVIDEND:
Based on the Companys performance, the Board of Directors are pleased to recommend a
Dividend of Rs.10.00/- per Equity Share (i.e. 100%) for the Financial Year 2022-2023
subject to the approval of the Shareholders of the Company at the 11th Annual General
Meeting AGM. The Board of Directors has also approved a Dividend of 3% on the Redeemable
Cumulative Preference Shares.
7. TRANSFER TO RESERVES:
The Company has transferred amounting to Rs.88.20 Lakhs to reserves & surplus
during the year.
8. BUSINESS REVIEW:
The company is making efforts to improve the business and your Directors are optimistic
of better performance during the year.
9. SHARE CAPITAL:
The Authorized Share Capital of the Company as on March 31,2023 stands at
Rs.12,00,00,000/- divided into 1,10,00,000 Equity Shares of Rs. 10/- each aggregating to
Rs.11,00,00,000/- and 1,00,000 Preference Shares of Rs.100/- each aggregating to
Rs.1,00,00,000/-.
The Paid up Share Capital of the Company as on March 31,2023 stands at Rs.
1,46,68,750/- divided into 5,66,875 Equity Shares of Rs.10/- each aggregating to
Rs.56,68,750/- and 90,000 Preference Shares of Rs.100/- each aggregating to
Rs.90,00,000/-.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company has an optimum combination of Executive and Non-Executive Directors. Your
Company is led by an experienced team of Directors alongside a talented management which
has vast experience, knowledge, and expertise in this field. Each member in our group
contributes to the Companys growth.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Selvi (DIN:
00032962), Director retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered herself for re-appointment. The Board recommends her re-appointment.
Mr. FerozKhan.A (Membership No: F8267) was appointed as Company Secretary and
Compliance Officer of the Company at the Board Meeting held on 16.06.2023.
The elements of remuneration package of the Directors except Independent directors
includes perquisites like HRA, Medical Reimbursement, LTA for self and Family,
Entertainment Expenditure reimbursement etc. in accordance with the policy of the Company.
These elements forms part of the remuneration approved by the shareholders.
11. STATUTORY AUDITORS:
In terms of provisions of Section 139 (1) of the Companies Act 2013, M/s. VKS Aiyer
& Co. (Firm Reg. No. 000066S), have been appointed as a Statutory Auditors of the
Company for a term of 5 years at the Annual General Meeting held on 14.09.2018 to audit
the account of the Company from 01.04.2018 to 31.03.2023.
Period of 5 years ends on financial year ending 31st March 2023. Hence the
Board of Directors recommended the shareholders for the appointment of M/s. B. Thiagarajan
& Co. (Firm Reg. No. 04371S), Chartered Accountants as Statutory Auditor of the
Company for a period of five year from the conclusion of the 11th Annual
General Meeting till the conclusion of the 16th Annual General Meeting and fix
his remuneration.
12. DEPOSIT:
During the year, the Company has not accepted any Deposits within the meaning of the
provisions of Section 2 (31) of the Companies Act, 2013.
13. MONEY RECEIVED FROM DIRECTOR OR RELATIVE OF DIRECTOR
During the year, the Company has not obtained any amount from any of the Directors of
the Company during the Financial Year 2022-2023.
14. ANNUAL RETURN:
Pursuant Section 92 (3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of Annual Return as at 31.03.2023 on the Companys website
www.kkvagropowers.com..
15. BOARD MEETINGS AND ATTENDANCE:
During the year, (5) Board Meetings were held as per the details provided below:
ATTENDANCE OF BOARD OF DIRECTORS:
. Name of the Directors |
No. of Meetings entitled to attend |
No. of meetings attended |
| 1 Mr. T. K. Chandiran |
5 |
5 |
| 2 Mrs. C. Selvi |
5 |
5 |
| 3 Mr. A.C. Vineethkumar |
5 |
5 |
| 4 Mr. V. Chandrasekaran |
5 |
5 |
| 5 Mr. B. Mohan |
5 |
5 |
16. AUDIT COMMITTEE:
The Composition of Audit Committee are as follows:
1. Mr. B.Mohan - Chairman
2. Mr. T.K. Chandiran - Member
3. Mr. V.Chandrasekaran - Member
During the year, (5) Audit Committee Meetings were held as per the details provided
below:
| Date of AuditCommitteeMeetings |
No. of members entitled to attend the Meeting |
No. of members attended the Meeting |
| 02.05.2022 |
3 |
3 |
| 26.05.2022 |
3 |
3 |
19.08.2022 |
3 |
3 |
12.11.2022 |
3 |
3 |
08.03.2023 |
3 |
3 |
ATTENDANCE OF AUDIT COMMITTEE MEMBERS:
Name of the Committee Members |
No. of Meetings entitled to attend |
No. of meetings attended |
| Mr. B.Mohan |
5 |
5 |
| Mr. T.K. Chandiran |
5 |
5 |
| Mr. V.Chandrasekaran |
5 |
5 |
17. NOMINATION AND REMUNERATION COMMITTEE:
The Composition of Nomination and Remuneration Committee are as follows:
| 1. Mr. B.Mohan - Chairman |
| 2. Mr. V.Chandrasekaran - Member |
| 3. Mr. A.C. VineethKumar - Member |
| 4. Mr. T.K. Chandiran - Member |
During the year, 1 Nomination and Remuneration Committee Meeting was held as per the
details provided below:
S.No |
Date of Nomination and Remuneration CommitteeMeetings |
No. of members entitled to attend the Meeting |
sNo. of members attended the Meeting |
| 1 |
26.05.2022 |
4 |
3 |
|
|
|
|
ATTENDANCE OF NOMINATION AND REMUNERATION COMMITTEE MEMBERS:
Name of the Committee Members |
No. of Meetings entitled to attend |
No. of meetings attended |
1 Mr. B.Mohan |
1 |
1 |
2 Mr. V.Chandrasekaran |
1 |
1 |
3 Mr. A.C. VineethKumar |
1 |
1 |
4 Mr. T.K. Chandiran |
1 |
0 |
18. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) and complied with the code as prescribed in
Schedule IV of the Companies Act, 2013.
19. PARTICULARS OF LOANS OR INVESTMENTS BY THE COMPANY:
During the Year, the company has not made any investment in Company, Partnership Firm
etc. However, the Company has not given any loan or guarantee or provided any security
within the meaning of the provisions of Section 186 of the Companies Act, 2013.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company monitors auxiliary consumption at its plants and takes measures to reduce
it through use of energy efficient appliances, prudent use of resources, natural
ventilation, etc.
A) Conservation of energy:
(i) The steps taken or impact on conservation of energy: Strict vigilance is maintained
over usage of Energy by constant monitoring and educating the need to conserve energy.
(ii) The steps taken by the company for utilising alternate sources of energy: The
Company generates energy for captive consumption using environmental friendly wind
technology through its windmills and Solar Plant in the States of Tamil Nadu and Andhra
Pradesh.
(iii) The capital investment on energy conservation equipments: Nil
B) Technology absorption:
The Company ensures that its equipment vendors share their supplier details, design
drawings and train Company personnel in operation and maintenance of the equipment.
(i) The efforts made towards technology absorption: Technology absorption is a
continuous process and the Company has been deriving various benefits which cannot be
attributed to any specific area. In all the Company stands to gain on various fronts on
account of continuous technology absorption.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: Nil
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of
the financial year) : NM
(a) the details of technology imported: Nil
(b) the year of import: Nil
(c) whether the technology been fully absorbed: Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Nil
(iv) The expenditure incurred on Research and Development: Nil
C) Foreign exchange earnings and Outgo:
Foreign exchange earnings : Nil Foreign exchange outgo : Nil
21. PERFORMANCE EVALUATION:
The evaluation of all the Directors and the Board as whole was conducted based in the
criteria and framework adopted by the Board.
The company presents below the table with reference to the ratios and for the year 2023
in comparison to 2022, along with the reason for variance:-
| S. No. |
Ratios |
Numerator |
Denominator |
As at 31st March, 2023 |
As at 31st March, 2022 |
% Change |
Reason for Variance |
| 1 |
Current Ratio |
Current Assets |
Current Liabilities |
0.99 |
0.94 |
5.32 |
NA |
| 2 |
Debt Equity
Ratio |
Total Debt |
Shareholders fund |
0.63 |
0.26 |
142.30 |
Working Capital
Demand Loan availed during the year. |
| 3 |
Debt Service
Coverage
Ratio |
Earnings available for debt services = Net Profit after taxes +
Depreciation and Amortization
expenses+
Interest |
Debt Service = Interest+
+principal
repayment of
term loans
(Excluding
prepayments) |
1.70 |
1.67 |
1.79 |
NA |
| 4 |
Return on Equity
Ratio |
Net profit after taxes - Preference dividend |
Average Shareholders
Equity |
0.06 |
0.06 |
- |
NA |
| 5 |
Inventory Turnover
Ratio |
Net Sales |
Average Inventory |
78.66 |
46.82 |
68.01 |
Increase in volume of sales and Improvement in
Inventory Management. |
| 6 |
Trade Receivables
turnover
Ratio |
Net Sales |
Average Trade
receivables |
324.30 |
217.01 |
49.44 |
Increase in volume of sales. |
| Trade payables
turnover
Ratio |
Cost of Materials Consumed+ Purchases of Stock-in Trade + Change in
Inventory |
Average Trade
Payables |
7.44 |
8.02 |
(7.23) |
NA |
| Working capital
turnover
Ratio |
Net Sales |
Working capital =
Current
Assets -
Current
Liabilites
(Excluding
current
maturities of
Long term
borrowings) |
1,255.26 |
(2,282.04) |
|
Increase in Sales and Improvement in working Capital Management. |
| Net Profit Ratio |
Profit after taxes |
Net Sales |
0.001 |
0.003 |
(66.67) |
Due to increase in cost and reduction in Operating Margin |
| Return on Capital
Employed |
Earnings before interest and taxes |
Capital Employed = Networth+ Total debt+ Deferred Tax Liabilities |
0.09 |
0.10 |
(10) |
NA |
| Return on Investment |
Interest (Finance
Income) |
Average Investments |
- |
|
|
|
22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in
pursuance of provisions of Section 177(10) of the Companies Act, 2013 and the policy is
posted on the website of Company and can be accessed at the link www.kkvagropowers.com.
During the year under review, there was no complaint received under this mechanism.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions with Related Parties are at arms length and in the ordinary course of
business duly approved by the Audit Committee. The details of material related party
transactions at arms length and in the ordinary course of business are detailed in Form
AOC-2 and the same is furnished in Annexure - 1 to this report.
The Board has formulated Policy on Related Party Transactions and the same is uploaded
on the Companys website at http://kkvagropowers.com/investors/polices/
24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
As per the policy, when considering the appointment and remuneration of Whole Time
Directors, the Nomination & Remuneration Committee considers pay and employment
conditions in the industry, merit and seniority of the person and the paying capacity of
the Company.
The Board has formulated Policy on Directors Appointment and Remuneration and the same
is uploaded on the Companys website at https://kkvagropowers.com/investors/polices/
25. MAINTENANCE OF COST RECORDS:
Not applicable to the Company as per the provisions of the Companies Act, 2013.
26. COST AUDITOR:
Not applicable to the Company as per the provisions of the Companies Act, 2013.
27. RISK MANAGEMENT POLICY:
The Management has devised Risk Management Policy considering the nature of industry
and associated risks pertaining to the industry. The Management is overseeing the
implementation of the Policy on regular basis.
28. SECRETARIAL AUDIT AND REPORT:
As per the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have appointed M/s. G. V and Associates, Company Secretaries (ICSI Unique
code-P2004TN081200), Coimbatore to conduct the Secretarial Audit for the Financial Year
2022-23.
A report of Secretarial Auditors in Form MR-3 is furnished as Annexure 2 to this
report.
29. CORPORATE SOCIAL RESPONSIBILITY:
Applicable to the Company as per the section 135 of the Companies Act, 2013. However,
CSR is not applicable to the company for the Financial Year 2022-2023.
30. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE:
As per the requirements specified in the "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013", the Company is committed
to provide a work environment that is free from sexual harassment. The Company has
constituted the Internal Complaints Committee. During the year, the Company has not
received any complaints.
31. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year as on 31.03.2023 and the date of this
Report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There were no significant and material orders passed by the regulators or courts or
tribunal which would impact the going concern status and the Companys operations in
future.
33. REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under section
143(12) of the Companies Act, 2013.
34. INSOLVENCY PROCEEDINGS:
There were no application has been made by the Company or no proceedings are pending
against the Company under the Insolvency and Bankruptcy Code 2016 during the year.
35. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.
36. COMPLIANCE ON SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standard - 1 on Meetings of the Board of
Directors and Secretarial Standard - 2 on General Meetings and Secretarial Standard - 3 on
Dividend and Secretarial Standard - 4 on Board Report.
37. CLARIFICATION ON AUDITORS REMARK IN THEIR REPORT:
There were no adverse remarks/comments/observations in the Statutory Auditors report
and hence no clarification is required. The Observations with respect to creation of
Charge on Working Capital Loan and regarding the payment of TDS is resolved.
For the observations provided by the Secretarial Auditors the clarifications from Board
of Directors are given below:
Comments/remarks/Observations by the Secretarial Auditor |
Explanation from the Board of Directors |
| (a) As per Regulation 45 of Securities and |
The Company uses renewable energy for all |
| Exchange Board of India (Listing Obligations |
the business activities. Hence the main |
| and Disclosure Requirements) Regulations, |
business of the Company is based on |
| 2015, the Company has been advised to change |
renewable energy |
| the name, to reflect the change in activities. |
|
| (b) As per Section 203 of the Companies |
Appointed Mr.Ferozkhan Mcom FCS having |
| Act, 2013 and Regulation 2 (c) of Securities and |
more than 10 years of experience both in |
| Exchange Board of India (Prohibition of Insider |
secretarial and legal from 16th June 2023 |
| Trading) Regulations, 201, the Company has |
onwards as company Secretary cum |
|
|
| been advised to appoint Company Secretary. Compliance Officer |
|
| (c) As per Regulation 3(5) of The Securities Installed |
|
| and Exchange Board of India (Prohibition of |
|
| Insider Trading) Regulations, 2015, the |
|
| Company has been advised to install and |
|
| maintain structured Digital database containing |
|
| unpublished price sensitive information. |
|
| (d) As per Regulation 9A (1) and (2) of The The Company appointed Mr.
Feroz khan |
|
| Securities and Exchange Board of India Company Secretary cum Compliance
Officer |
|
| (Prohibition of Insider Trading) Regulations, of the Company to monitor
the adequate |
|
| 2015, the Company has been advised to internal control to prevent insider
trading. |
|
| appoint a Person to monitor the adequate |
|
| internal controls and to prevent insider trading. |
|
38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company was not required to transfer any amount to the Investor Education and
Protection Fund.
39. DIRECTORS RESPONSIBILITY STATEMENT:
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(3)(c) of the Companies Act, 2013:
1. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
2. 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
profit of the company for that period;
3. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis; and
5. 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.
40. PARTICULARS OF EMPLOYEES:
The information required pursuant to the provisions of Section 197(12) read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of the remuneration of Directors, Key Managerial Personnel and employees are
enclosed as Annexure - 3 forming part of the report.
41. DEPOSITORY SYSTEM:
As the Members are aware, your Companys Equity Shares are tradable compulsorily in
electronic form and your Company has established connectivity with both National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). The ISIN allotted to the Companys Equity shares is INE239T01016.
42. LISTING WITH STOCK EXCHANGES:
At present the Equity Shares of the Company are listed on the EMERGE-the SME Growth
Platform of National Stock Exchange at Mumbai. The Company confirms that it has no dues
outstanding fees payable to the National Stock Exchange for the year 2022-2023.
43. INSIDER TRADING REGULATIONS:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992
read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate
Disclosures ("Code"), as approved by the Board from time to time, are in force
by the Company. The objective of this Code is to protect the interest of Shareholders at
large, to prevent misuse of any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, designated
employees and other employees. The Company also adopts the concept of Trading Window
Closure, to prevent its Directors, Officers, designated employees and other employees from
trading in the securities of the Company at the time when there is unpublished price
sensitive information.
44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The details of Management Discussion and Analysis Report are furnished in Annexure -
4 to this Report.
45. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Companys internal financial control systems are commensurate with the nature of
its business and the size and complexity of its operations. The internal control
procedures have been planned and designed to provide reasonable assurance of compliance
with various policies, practices and statutes in keeping with the organisations pace of
growth and achieving its objectives efficiently and economically. The internal controls,
risk management and governance processes are duly reviewed for their adequacy and
effectiveness through periodic audits by the Internal Audit department. Post-audit reviews
are also carried out to ensure that audit recommendations are implemented. The Audit
Committee reviews the adequacy and effectiveness of the Companys internal control
environment and monitors the implementation of audit recommendations, including those
relating to strengthening of the Companys risk management policies and systems. The
ultimate objective being, a Zero Surprise, Risk Controlled Organization.
46. INTERNAL AUDITORS:
Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and relevant rules
made thereunder your Company has appointed M/s. Suri & Co., Chartered Accountants
(FRN: 004283S) as Internal Auditors for the Financial Year 2022-23. The Audit Committee
discusses and reviews with the Internal Auditors about the functions and activities of the
company at periodic intervals. The Audit Committee then appraises the Board of Directors
about their findings, if any.
47. ACKNOWLEDGEMENT:
Your Directors wish to place on record their deep gratitude and appreciation towards
the Companys suppliers, customers, investors, bankers, Government of India, State
Government and other regulatory authorities for their continued support during the year.
Your Directors also acknowledge the commitment and the dedication of the employees at all
levels who have contributed to the growth of the Company.
|
For and on behalf of the Board |
Date : 30.08.2023 |
Sd/- |
Place: Coimbatore |
T.K Chandiran |
|
(DIN:00031091) |
|
Managing Director and Chairman |
+91-9892691696
